AMERICAN CENTURY GOVERNMENT INCOME TRUST
485BPOS, 1997-07-31
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               X
                                                                    -----

         File No. 2-99222

         Pre-Effective Amendment No. ____

         Post-Effective Amendment No._33_                             X
                                                                    -----
                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       X
                                                                    -----

         File No. 811-4363

         Amendment No._34_


         AMERICAN CENTURY GOVERNMENT INCOME TRUST
         (Exact Name of Registrant as Specified in Charter)

         4500 Main Street 
         P.O. Box 419200
         Kansas City, MO  64141-6200
         (Address of Principal Executive Offices)

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

         Douglas A. Paul
         V. P. and Associate General Counsel
         1665 Charleston Road, Mountain View, CA  94043
         (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:  Immediately, upon effectiveness
(first offered 9/23/85)

It is proposed that this filing become effective:

   _____  immediately upon filing pursuant to paragraph (b) of Rule 485
   __X__  on August 1, 1997 pursuant to paragraph (b) of Rule 485
   _____  60 days after filing pursuant to paragraph (a) of Rule 485
   _____  on (date) pursuant to paragraph (a) of Rule 485 
   _____  75 days after filing pursuant to paragraph (a) (2) of Rule 485 
   _____  on (date) pursuant to paragraph (a)(2) of Rule 485

- --------------------------------------------------------------------------------
Registrant has elected to register an indefinite  number of shares of beneficial
interest  under the  Securities  Act of 1933  pursuant  to Rule 24f-2  under the
Investment  Company Act of 1940. On May 30, 1997,  the  Registrant  filed a Rule
24f-2 Notice on Form 24f-2 with respect to its fiscal year ended March 31, 1997.
<PAGE>
                    AMERICAN CENTURY GOVERNMENT INCOME TRUST
                    1933 Act Post-Effective Amendment No. 33
                            1940 Act Amendment No. 34

                                    FORM N-1A
                              CROSS-REFERENCE SHEET

PART A:  PROSPECTUS

ITEM      PROSPECTUS CAPTION

1         Cover Page; Investment Objectives of the Funds

2         Transaction and Operating Expense Table

3         Financial Highlights; Performance Advertising

4         Management;  Further  Information About American  Century;  Investment
          Objectives  of the  Funds;  Investment  Policies  of the  Funds;  Risk
          Factors and Investment Techniques;  Other Investment Practices,  Their
          Characteristics and Risks

5         Management

5A        Not Applicable

6         Further  Information  About  American  Century;  How to Redeem Shares;
          Cover Page; Distributions; Taxes

7         Cover Page; Distribution of Fund Shares; How to Open an Account; Share
          Price; Transfer and Administrative Services

8         How to Redeem Shares; Transfer and Administrative Services

9         Not Applicable




PART B:  STATEMENT OF ADDITIONAL INFORMATION


ITEM      STATEMENT OF ADDITIONAL INFORMATION CAPTION

10        Cover Page

11        Table of Contents

12        Not Applicable

13        Investment Policies and Techniques; Investment Restrictions; Portfolio
          Transactions

14        Trustee and Officers

15        Additional Purchase and Redemption Information; Trustees and Officers

16        Management; Transfer and Administrative Services; About the Trust

17        Portfolio Transactions

18        About the Trust

19        Additional Purchase and Redemption Information; Valuation of Portfolio
          Securities

20        Taxes

21        Additional Purchase and Redemption Information

22        Performance

23        Cover Page
<PAGE>
                                   PROSPECTUS

                             [american century logo]
                                    American
                                   Century(sm)

   
                                 AUGUST 1, 1997
    

                                     BENHAM
                                    GROUP(R)

   
                              Capital Preservation
                             Capital Preservation II
                                Government Agency
                               Short-Term Treasury
                           Intermediate-Term Treasury
                               Long-Term Treasury
                                    ARM Fund
                                    GNMA Fund
                           Inflation-Adjusted Treasury
    

[front cover]

                        AMERICAN CENTURY INVESTMENTS
                               FAMILY OF FUNDS

   
     American  Century  Investments  offers you nearly 70 fund choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.
    

                          AMERICAN CENTURY INVESTMENTS

       Benham Group         American Century Group   Twentieth Century(R) Group

    MONEY MARKET FUNDS        ASSET ALLOCATION &
   GOVERNMENT BOND FUNDS        BALANCED FUNDS             GROWTH FUNDS
  DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS    INTERNATIONAL FUNDS
   MUNICIPAL BOND FUNDS         SPECIALTY FUNDS

   
   Capital Preservation
  Capital Preservation II
     Government Agency
    Short-Term Treasury
Intermediate-Term Treasury
    Long-Term Treasury
         ARM Fund
         GNMA Fund
Inflation-Adjusted Treasury
    


                                   PROSPECTUS
                                 AUGUST 1, 1997

   
                Capital Preservation o Capital Preservation II o
                    Government Agency o Short-Term Treasury o
                Intermediate-Term Treasury o Long-Term Treasury o
                             ARM Fund o GNMA Fund o
                           Inflation-Adjusted Treasury
    

                AMERICAN CENTURY CAPITAL PRESERVATION FUND, INC.
               AMERICAN CENTURY CAPITAL PRESERVATION FUND II, INC.
                    AMERICAN CENTURY GOVERNMENT INCOME TRUST


   
     American Century Capital  Preservation Fund, Inc., American Century Capital
Preservation  Fund II, Inc., and American Century  Government Income Trust are a
part of American Century Investments,  a family of funds that includes nearly 70
no-load mutual funds covering a variety of investment opportunities. Nine of the
funds  from our Benham  Group that  invest in U.S.  government  securities  (the
"Funds") are  described in this  Prospectus.  Their  investment  objectives  are
listed on pages 2 and 3 of this  Prospectus.  The other funds are  described  in
separate prospectuses.
    

     American Century offers investors a full line of no-load funds, investments
that have no sales charges or commissions.

   
     This Prospectus gives you information  about the Funds that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated  August 1, 1997 and filed with the  Securities  and  Exchange
Commission  ("SEC").  It is incorporated  into this Prospectus by reference.  To
obtain a copy without charge, call or write:

                        American Century Investments
                     4500 Main Street o P.O. Box 419200
              Kansas City, Missouri 64141-6200 o 1-800-345-2021
                      International calls: 816-531-5575
                   Telecommunications Device for the Deaf:
                 1-800-634-4113 o In Missouri: 816-444-3485
                      Internet: www.americancentury.com
    


     Additional  information,  including  this  Prospectus and the Statements of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

     Investments  in the  Funds  are  not  insured  or  guaranteed  by the  U.S.
government  or any other  agency.  There is no  assurance  that the Money Market
Funds will be able to maintain a $1.00 share price.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


Prospectus                                                                     1


                     INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY--BENHAM CAPITAL
PRESERVATION FUND

   
     Capital  Preservation is a money market fund which seeks maximum safety and
liquidity.  Its secondary  objective is to seek to pay  shareholders the highest
rate of  return on their  investment  in the Fund  consistent  with  safety  and
liquidity.  The Fund intends to pursue its  investment  objectives  by investing
exclusively in short-term U.S. Treasury securities guaranteed by the direct full
faith and credit pledge of the U.S. government and maintaining a dollar-weighted
average  portfolio  maturity of not more than 90 days.  On August 30, 1997,  the
Fund will reorganize as "American  Century-Benham  Capital Preservation Fund," a
series of American Century  Government  Income Trust. See "Agreement and Plan of
Reorganization," page 36.
    

AMERICAN CENTURY--BENHAM CAPITAL
PRESERVATION FUND II

   
     Capital  Preservation  II is a money market fund which seeks maximum safety
and liquidity.  Its secondary  objective is to seek to pay its  shareholders the
highest rate of return on their  investment in the Fund  consistent  with safety
and liquidity. The Fund intends to pursue its investment objectives by investing
primarily in repurchase agreements  collateralized by securities that are backed
by the full faith and credit of the U.S. government. Such collateral may include
U.S.   Treasury  bills,   notes,  and  bonds  or   mortgage-backed   Ginnie  Mae
certificates.  On  August  30,  1997,  the Fund  will  reorganize  as  "American
Century-Benham   Capital  Preservation  Fund,"  a  series  of  American  Century
Government Income Trust. See "Agreement and Plan of Reorganization," page 36.
    

AMERICAN CENTURY--BENHAM GOVERNMENT AGENCY
MONEY MARKET FUND

     Government Agency is a money market fund which seeks to provide the highest
rate of current return on its  investments,  consistent with safety of principal
and maintenance of liquidity, by investing exclusively in short-term obligations
of the U.S. government and its agencies and  instrumentalities,  the income from
which is exempt from state taxes.

AMERICAN CENTURY--BENHAM SHORT-TERM
TREASURY FUND

   
     Short-Term  Treasury  seeks to earn and  distribute  the  highest  level of
current income exempt from state income taxes as is consistent with preservation
of capital.  The Fund intends to pursue its  investment  objectives by investing
primarily  in  securities   issued  or  guaranteed  by  the  U.S.  Treasury  and
maintaining a weighted  average  portfolio  maturity ranging from 13 months to 3
years.
    

AMERICAN CENTURY--BENHAM INTERMEDIATE-TERM
TREASURY FUND

   
     Intermediate-Term  Treasury  seeks to earn and distribute the highest level
of current  income  consistent  with the  conservation  of assets and the safety
provided by U.S.  Treasury bills,  notes,  and bonds. The Fund intends to pursue
its investment  objectives by investing  primarily in U.S. Treasury notes, which
carry the  direct  full  faith and  credit  pledge  of the U.S.  government  and
maintaining  a weighted  average  portfolio  maturity  which ranges from 3 to 10
years.
    

There is no assurance  that the Funds will achieve their  respective  investment
objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  TO GIVE ANY  INFORMATION  OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.


2    Investment Objectives                       American Century Investments


AMERICAN CENTURY--BENHAM LONG-TERM
TREASURY FUND

   
     Long-Term  Treasury seeks to provide a consistent and high level of current
income  exempt  from state  taxes.  The Fund  intends  to pursue its  investment
objective by investing  primarily in securities issued or guaranteed by the U.S.
Treasury and maintaining a weighted average  portfolio  maturity ranging from 20
to 30 years.
    

AMERICAN CENTURY--BENHAM ADJUSTABLE RATE
GOVERNMENT SECURITIES FUND

     The ARM Fund  seeks  to  provide  investors  with a high  level of  current
income,  consistent with stability of principal.  The Fund intends to pursue its
investment  objective  by  investing  at least 65% of the Fund's total assets in
adjustable rate mortgage  securities (ARMs) and other securities  collateralized
by  or  representing  interests  in  mortgages  (collectively,  "mortgage-backed
securities").

   
     On August  25,  1997,  the ARM Fund will  begin to  pursue  its  investment
objective by investing in securities of the U.S. government and its agencies and
maintaining a weighted  average  duration of three years of less.  Its name will
also change to "American Century--Benham Short-Term Government Fund," to reflect
this change.
    

AMERICAN CENTURY--BENHAM GNMA FUND

     The GNMA Fund seeks to provide a high  level of current  income  consistent
with safety of principal and maintenance of liquidity by investing  primarily in
mortgage-backed Ginnie Mae certificates.

AMERICAN CENTURY -- BENHAM INFLATION-ADJUSTED
TREASURY FUND

   
     Inflation-Adjusted Treasury seeks to provide a total return consistent with
investment in U.S. Treasury inflation-adjusted securities.
    

There is no assurance  that the Funds will achieve their  respective  investment
objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  TO GIVE ANY  INFORMATION  OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.


Prospectus                                      Investment Objectives       3


                                TABLE OF CONTENTS

   
Investment Objectives of the Funds..........................................2
Transaction and Operating Expense Table.....................................5
Financial Highlights........................................................6
    

INFORMATION REGARDING THE FUNDS

   
Investment Policies of the Funds...........................................15
The Money Market Funds.....................................................15
   Capital Preservation....................................................15
   Capital Preservation II.................................................15
   Government Agency ......................................................15
The U.S. Treasury Funds....................................................16
   Short-Term Treasury.....................................................16
   Intermediate-Term Treasury..............................................16
   Long-Term Treasury......................................................16
   Inflation-Adjusted Treasury.............................................16
The Mortgage Securities Funds..............................................17
   ARM Fund................................................................17
   GNMA Fund ..............................................................18
Risk Factors and Investment Techniques.....................................18
   U.S. Government Securities..............................................18
   Mortgage-Backed Securities..............................................19
   Adjustable-Rate Mortgage Securities.....................................19
   Collateralized Mortgage Obligations.....................................20
   Stripped Mortgage-Backed Securities.....................................20
   Treasury Inflation-Adjusted Securities..................................20
     Development of Inflation-Adjusted
        Securities Market..................................................21
     Share Price Volatility................................................22
   Repurchase Agreements...................................................22
Other Investment Practices, Their Characteristics
   and Risks...............................................................22
   Portfolio Turnover......................................................22
   When-Issued and Forward Commitment
      Agreements...........................................................23
   Cash Management.........................................................23
   Other Techniques........................................................23
Performance Advertising....................................................23
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments...............................................25
Investing in American Century..............................................25
How to Open an Account.....................................................25
     By Mail...............................................................25
     By Wire...............................................................25
     By Exchange...........................................................25
     In Person.............................................................26
   Subsequent Investments..................................................26
     By Mail...............................................................26
     By Telephone..........................................................26
     By Online Access......................................................26
     By Wire...............................................................26
     In Person.............................................................26
   Automatic Investment Plan...............................................26
How to Exchange from One Account to Another ...............................26
     By Mail ..............................................................26
     By Telephone..........................................................27
     By Online Access......................................................27
How to Redeem Shares.......................................................27
     By Mail...............................................................27
     By Telephone..........................................................27
     By Check-A-Month......................................................27
     Other Automatic Redemptions...........................................27
   Redemption Proceeds.....................................................27
     By Check..............................................................27
     By Wire and ACH.......................................................27
   Redemption of Shares in Low-Balance Accounts............................27
Signature Guarantee........................................................28
Special Shareholder Services...............................................28
     Automated Information Line............................................28
     Online Account Access.................................................28
     CheckWriting..........................................................28
     Open Order Service....................................................29
     Tax-Qualified Retirement Plans........................................29
Important Policies Regarding Your Investments..............................29
Reports to Shareholders....................................................30
Employer-Sponsored Retirement Plans and
   Institutional Accounts..................................................30

ADDITIONAL INFORMATION YOU SHOULD KNOW

   
Share Price................................................................31
   When Share Price Is Determined..........................................31
   How Share Price Is Determined...........................................31
   Where to Find Information About Share Price.............................32
Distributions..............................................................32
Taxes  32
   Tax-Deferred Accounts...................................................32
   Taxable Accounts........................................................33
Management.................................................................34
   Investment Management...................................................34
   Code of Ethics..........................................................35
   Transfer and Administrative Services....................................35
   Special Meeting of Shareholders.........................................36
   Agreement and Plan of Reorganization....................................36
Distribution of Fund Shares................................................36
Expenses...................................................................37
Further Information About American Century.................................37
    


4    Table of Contents                           American Century Investments

<TABLE>
<CAPTION>
   
                                                   TRANSACTION AND OPERATING EXPENSE TABLE
                                                                                                               Short-
                                                                                                                Term
                                                                                                              Treasury,
                                                                                                            Intermediate-
                                                                                                                Term
                                                                                                              Treasury,
                                                                                              Inflation-        Long-
                                                  Capital           Capital      Government    Adjusted         Term       ARM Fund,
                                               Preservation     Preservation II    Agency      Treasury       Treasury     GNMA Fund
SHAREHOLDER TRANSACTION EXPENSES:
<S>                                               <C>              <C>             <C>          <C>             <C>         <C>  
Maximum Sales Load Imposed on Purchases..........  none             none            none         none            none        none

Maximum Sales Load Imposed on
   Reinvested Dividends..........................  none             none            none         none            none        none

Deferred Sales Load..............................  none             none            none         none            none        none

Redemption Fee(1)................................  none             none            none         none            none        none

Exchange Fee.....................................  none             none            none         none            none        none

ANNUAL FUND OPERATING EXPENSES:(2)
(as a percentage of net assets)

Management Fees(3)..............................  0.27%            0.43%           0.48%        0.48%           0.52%       0.60%

12b-1 Fees.......................................  none             none            none         none            none        none

Other Expenses(4)...............................  0.24%            0.30%           0.00%        0.02%           0.00%       0.00%

Total Fund Operating Expenses...................  0.51%            0.73%           0.48%        0.50%           0.52%       0.60%

EXAMPLE:
You would pay the following
expenses on a $1,000 investment,         1 year    $  5             $  7            $  5         $  6            $  5        $  6
assuming a 5% annual return             3 years      16               23              15           16              17          19
and redemption at the end               5 years      29               41              27           28              29          33
of each time period:                   10 years      64               91              60           63              65          75

(1)  Redemption proceeds sent by wire are subject to a $10 processing fee.

(2)  Benham  Management  Corporation  (with respect to Capital  Preservation and
     Capital  Preservation  II,  the  "Manager")  has  agreed  to limit  Capital
     Preservation's  and Capital  Preservation II's total operating  expenses to
     specified  percentages  of  each  Fund's  average  daily  net  assets.  The
     agreement  provides that the Manager may recover amounts absorbed on behalf
     of each of Capital  Preservation  and  Capital  Preservation  II during the
     preceding 11 months if, and to the extent that, for any given month,  total
     expenses of either were less than the expense limit in effect at that time.
     The current expense limit for Capital  Preservation  is 0.53%.  The current
     expense  limit  for  Capital  Preservation  II is 0.73%.  American  Century
     Investment  Management,  Inc.  (with  respect to all Funds  except  Capital
     Preservation  and Capital  Preservation  II, the  "Manager")  has agreed to
     waive the expenses of Inflation-Adjusted  Treasury,  until May 31, 1998, to
     0.50% of its net assets.  If this waiver was not in effect,  the Management
     Fees,  Other  Expenses and Total Fund  Operating  Expenses  would be 0.52%,
     0.02% and 0.54%, respectively.

(3)  A portion of the management fee may be paid by American Century  Investment
     Management,  Inc. to unaffiliated  third parties who provide  recordkeeping
     and  administrative  services  that  would  otherwise  be  performed  by an
     affiliate of the Manager.  See  "Management  - Transfer and  Administrative
     Services," page 35.

(4)  With  respect  to  all  Funds  except  Capital   Preservation  and  Capital
     Preservation  II,  Other  Expenses,  which  includes  the fees and expenses
     (including  legal  counsel fees) of those  Trustees who are not  interested
     persons' as defined in the Investment  Company Act of 1940, are expected to
     be less than 0.01 of 1% of average net assets for the current  fiscal year.
     For  Capital  Preservation  and Capital  Preservation  II,  Other  Expenses
     include  administrative  and transfer  agent fees paid to American  Century
     Services Corporation.
</TABLE>
    
     The purpose of the above table is to help you  understand the various costs
and expenses  that you, as a  shareholder,  will bear  directly or indirectly in
connection  with an  investment  in the class of shares of the Funds  offered by
this  Prospectus.  The  example  set forth  above  assumes  reinvestment  of all
dividends and  distributions  and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.

     NEITHER  THE 5% RATE OF  RETURN  NOR THE  EXPENSES  SHOWN  ABOVE  SHOULD BE
CONSIDERED  INDICATIONS OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

   
     The shares offered by this Prospectus are Investor Class shares and have no
up-front or deferred  sales  charges,  commissions,  or 12b-1 fees. The Investor
Class is currently the only class of shares offered by the Funds.
    


Prospectus                      Transaction and Operating Expense Table     5

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                              CAPITAL PRESERVATION

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                          1997     1996    1995       1994      1993(1)   1992     1991     1990    1989      1988
PER-SHARE DATA

Net Asset Value,

<S>                                       <C>     <C>      <C>       <C>         <C>      <C>      <C>     <C>      <C>      <C>  
Beginning of Period.....................  $1.00   $1.00    $1.00     $1.00       $1.00    $1.00    $1.00   $1.00    $1.00    $1.00

Income From Investment Operations
    Net Investment Income ..............   0.05    0.05     0.04      0.03        0.01     0.04     0.06    0.08     0.08     0.06

Distributions
    From Net Investment Income..........  (0.05)  (0.05)   (0.04)    (0.03)      (0.01)   (0.04)   (0.06)  (0.08)   (0.08)   (0.06)
                                          -----   -----    -----     -----       -----    -----    -----   -----    -----    ----- 

Net Asset Value, End of Period..........  $1.00   $1.00    $1.00     $1.00       $1.00    $1.00    $1.00   $1.00    $1.00    $1.00
                                          =====   =====    =====     =====       =====    =====    =====   =====    =====    =====

    Total Return(2).....................  4.82%   5.21%    4.31%     2.63%       1.35%    3.88%    6.27%   7.77%    8.27%    6.30%

RATIOS/SUPPLEMENTAL DATA

    Ratio of Operating Expenses
    to Average Net Assets(3)............  0.49%   0.51%    0.50%     0.51%    0.50%(4)    0.51%    0.52%   0.56%    0.57%    0.59%

    Ratio of Net Investment Income
    to Average Net Assets(3)............  4.66%   5.07%    4.24%     2.59%    2.68%(4)    3.82%    6.03%   7.50%    8.00%    6.08%

    Net Assets, End
    of Period (in millions)............. $2,978  $3,078   $2,883    $2,787      $2,943   $3,046   $3,376  $3,099   $2,737   $2,187

(1)  The Fund's  fiscal  year-end  was  changed  from  September  30 to March 31
     beginning  with the period ended March 31,  1993,  resulting in a six-month
     period in 1993.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any, and are not annualized.

(3)  The ratios for periods  subsequent to March 31, 1995 include  expenses paid
     through expense offset arrangements.

(4)  Annualized.
</TABLE>
    

6    Financial Highlights                        American Century Investments

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                             CAPITAL PRESERVATION II

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                           1997     1996     1995     1994      1993(1)   1992    1991     1990      1989     1988
PER-SHARE DATA

Net Asset Value,

<S>                                        <C>     <C>      <C>      <C>        <C>      <C>       <C>     <C>      <C>      <C>  
Beginning of Period......................  $1.00   $1.00    $1.00    $1.00      $1.00    $1.00     $1.00   $1.00    $1.00    $1.00

Income From Investment Operations
    Net Investment Income ...............   0.05    0.05     0.04     0.02       0.01     0.03      0.06    0.08     0.08     0.06

Distributions
    From Net Investment Income...........  (0.05)  (0.05)   (0.04)   (0.02)     (0.01)   (0.03)    (0.06)  (0.08)   (0.08)   (0.06)
                                           -----   -----    -----    -----      -----    -----     -----   -----    -----    ----- 

Net Asset Value, End of Period...........  $1.00   $1.00    $1.00    $1.00      $1.00    $1.00     $1.00   $1.00    $1.00    $1.00
                                           =====   =====    =====    =====      =====    =====     =====   =====    =====    =====

    Total Return(2)......................  4.69%   5.15%    4.17%    2.40%      1.21%    3.42%     6.07%   7.91%    8.64%    6.46%

RATIOS/SUPPLEMENTAL DATA

    Ratio of Operating Expenses
    to Average Net Assets(3).............  0.74%   0.76%    0.75%    0.75%   0.75%(4)    0.74%     0.70%   0.69%    0.71%    0.73%

    Ratio of Net Investment Income
    to Average Net Assets(3).............  4.56%   5.03%    4.06%    2.37%   2.40%(4)    3.41%     5.91%   7.64%    8.34%    6.26%

    Net Assets, End
    of Period (in millions)..............   $226    $246     $262     $283       $314     $340      $475    $618     $708     $538

(1)  The Fund's  fiscal  year-end  was  changed  from  September  30 to March 31
     beginning  with the period ended March 31,  1993,  resulting in a six-month
     period in 1993.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any, and are not annualized.

(3)  The ratios for periods  subsequent to March 31, 1995 include  expenses paid
     through expense offset arrangements.

(4)  Annualized.
</TABLE>
    

Prospectus                                         Financial Highlights     7


<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                                GOVERNMENT AGENCY

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                                1997       1996      1995     1994      1993      1992       1991          1990(1)
PER-SHARE DATA

Net Asset Value,
<S>                                             <C>       <C>       <C>       <C>       <C>        <C>        <C>          <C>  
Beginning of Period.............................$1.00     $1.00     $1.00     $1.00     $1.00      $1.00      $1.00        $1.00

Income From Investment Operations
   Net Investment Income ........................0.05      0.05      0.04      0.03      0.03       0.05       0.07         0.03

Distributions
   From Net Investment Income.................. (0.05)    (0.05)    (0.04)    (0.03)    (0.03)     (0.05)     (0.07)       (0.03)
                                                -----     -----     -----     -----     -----      -----      -----        ----- 

Net Asset Value, End of Period..................$1.00     $1.00     $1.00     $1.00     $1.00      $1.00      $1.00        $1.00
                                                =====     =====     =====     =====     =====      =====      =====        =====

   Total Return(2)..............................4.89%     5.35%     4.47%     2.69%     3.07%      5.29%      7.97%        2.65%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses
   to Average Net Assets(3).....................0.57%     0.51%     0.50%     0.50%     0.50%      0.30%         --           --

   Ratio of Net Investment Income
   to Average Net Assets(3).....................4.76%     5.20%     4.35%     2.65%     3.04%      5.17%      7.42%     8.25%(4)

   Net Assets, End
   of Period (in millions).......................$471      $503      $462      $562      $646       $906     $1,074          $62

(1)  From December 5, 1989 (commencement of operations) through March 31, 1990.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any, and are not annualized.

(3)  The ratios for periods  subsequent to March 31, 1995 include  expenses paid
     through expense offset arrangements.

(4)  Annualized.
</TABLE>
    

8    Financial Highlights                         American Century Investments

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                               SHORT-TERM TREASURY

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                                    1997        1996       1995         1994         1993(1)
PER-SHARE DATA

<S>                                                <C>          <C>         <C>        <C>          <C>   
Net Asset Value, Beginning of Period.............. $9.84        $9.73       $9.86      $10.04       $10.00

Income From Investment Operations
   Net Investment Income .........................  0.52         0.53        0.50        0.36         0.25

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions............ (0.07)        0.11       (0.13)      (0.14)        0.04
                                                   -----         ----       -----       -----         ----

   Total From Investment Operations...............  0.45         0.64        0.37        0.22         0.29
                                                    ----         ----        ----        ----         ----

Distributions
   From Net Investment Income..................... (0.52)       (0.53)      (0.50)      (0.36)       (0.25)

   From Net Realized Gains
   on Investment Transactions..................... (0.09)          --          --       (0.03)          --

   In Excess of Net Realized Gains
   on Investment Transactions.....................    --           --          --       (0.01)          --
                                                   -----         ----       -----       -----         ----

   Total Distributions............................ (0.61)       (0.53)      (0.50)      (0.40)       (0.25)
                                                   -----        -----       -----       -----        ----- 

Net Asset Value, End of Period.................... $9.68        $9.84       $9.73       $9.86       $10.04
                                                   =====        =====       =====       =====       ======

   Total Return(2)................................ 4.62%        6.71%       3.85%       2.16%        2.79%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses
   to Average Net Assets(3)....................... 0.61%        0.67%       0.67%       0.58%           0%

   Ratio of Net Investment Income
   to Average Net Assets(3)....................... 5.26%        5.39%       5.22%       3.53%     4.50%(4)

   Portfolio Turnover Rate........................  234%         224%        141%        262%         158%

   Net Assets, End
   of Period (in millions)........................   $36          $36         $56         $25          $15

(1)  From September 8, 1992 (commencement of operations) through March 31,
     1993.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any, and are not annualized.

(3)  The ratios for the periods  subsequent  to March 31, 1995 include  expenses
     paid through expense offset arrangements.

(4)  Annualized.
</TABLE>
    

Prospectus                                         Financial Highlights     9

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                           INTERMEDIATE-TERM TREASURY

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                             1997       1996   1995     1994     1993     1992    1991      1990    1989      1988
PER-SHARE DATA

Net Asset Value,
<S>                                         <C>        <C>     <C>     <C>      <C>      <C>       <C>     <C>     <C>      <C>   
Beginning of Period........................ $10.24     $9.99   $10.18  $10.73   $10.52   $10.23    $9.87   $9.63   $10.11   $10.91

Income From Investment Operations
   Net Investment Income ..................   0.58      0.58     0.53    0.48     0.56     0.69     0.75    0.77     0.76     0.75

   Net Realized and Unrealized
   Gains (Losses) on
   Investment Transactions ................ (0.18)      0.25   (0.19)  (0.27)     0.69     0.29     0.36    0.24   (0.49)   (0.60)
                                            -----       ----   -----   -----      ----     ----     ----    ----   -----    ----- 

   Total From Investment Operations........   0.40      0.83     0.34    0.21     1.25     0.98     1.11    1.01     0.27     0.15
                                              ----      ----     ----    ----     ----     ----     ----    ----     ----     ----

Distributions

   From Net Investment Income.............. (0.58)    (0.58)   (0.53)  (0.48)   (0.56)   (0.69)   (0.75)  (0.77)   (0.75)   (0.92)

   From Net Realized Gains
   on Investment Transactions..............     --        --       --  (0.06)   (0.48)       --       --      --       --   (0.03)

   In Excess of Net Realized Gains
   on Investment Transactions..............     --        --       --  (0.22)       --       --       --      --       --       --
                                              ----      ----     ----    ----     ----     ----     ----    ----     ----     ----

   Total Distributions..................... (0.58)    (0.58)   (0.53)  (0.76)   (1.04)   (0.69)   (0.75)  (0.77)   (0.75)   (0.95)
                                            -----     -----    -----   -----    -----    -----    -----   -----    -----    ----- 

Net Asset Value, End of Period............. $10.06    $10.24    $9.99  $10.18   $10.73   $10.52   $10.23   $9.87    $9.63   $10.11
                                            ======    ======    =====  ======   ======   ======   ======   =====    =====   ======

   Total Return(1).........................  4.05%     8.42%    3.54%   1.85%   12.36%    9.92%   11.59%  10.61%    2.78%    1.60%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses
   to Average Net Assets(2)................  0.51%     0.53%    0.53%   0.51%    0.53%    0.59%    0.73%   0.75%    0.75%    0.75%

   Ratio of Net Investment Income
   to Average Net Assets(2)................  5.72%     5.65%    5.35%   4.50%    5.18%    6.55%    7.49%   7.66%    7.67%    7.36%

   Portfolio Turnover Rate.................   110%      168%      92%    213%     299%     149%      70%    217%     386%     465%

   Net Assets, End
   of Period (in millions).................   $329      $311     $305    $351     $392     $303     $159     $97      $72      $54

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any.

(2)  The ratios for the periods  subsequent  to March 31, 1995 include  expenses
     paid through expense offset arrangements.
</TABLE>
    

10   Financial Highlights                        American Century Investments

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                               LONG-TERM TREASURY

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                                             1997         1996        1995         1994         1993(1)
PER-SHARE DATA

<S>                                                          <C>           <C>       <C>          <C>          <C>   
Net Asset Value, Beginning of Period...................      $9.67         $9.05     $9.38        $10.24       $10.00
Income From Investment Operations
    Net Investment Income..............................       0.60          0.60      0.60          0.63         0.39

    Net Realized and Unrealized Gains
    (Losses) on Investment Transactions................     (0.35)          0.62    (0.33)        (0.27)         0.24
                                                            -----           ----    -----         -----          ----

    Total From Investment Operations...................       0.25          1.22      0.27          0.36         0.63
                                                              ----          ----      ----          ----         ----

Distributions
    From Net Investment Income.........................     (0.60)        (0.60)    (0.60)        (0.63)       (0.39)

    From Net Realized Gains
    on Investment Transactions.........................         --            --        --        (0.45)           --

    In Excess of Net Realized Gains
    on Investment Transactions.........................         --            --        --        (0.14)           --
                                                            -----           ----    -----         -----          ----

    Total Distributions................................     (0.60)        (0.60)    (0.60)        (1.22)       (0.39)
                                                            -----         -----     -----         -----        ----- 

Net Asset Value, End of Period.........................      $9.32         $9.67     $9.05         $9.38       $10.24
                                                             =====         =====     =====         =====       ======

    Total Return(2)....................................      2.65%        13.46%     3.25%         2.87%        6.48%

RATIOS/SUPPLEMENTAL DATA

    Ratio of Operating Expenses
    to Average Net Assets(3)...........................     0.60%         0.67%      0.67%         0.57%           --

    Ratio of Net Investment Income
    to Average Net Assets(3)...........................      6.28%         5.93%     6.84%         5.89%     7.18%(4)

    Portfolio Turnover Rate............................        40%          112%      147%          200%          57%

    Net Assets, End of Period (in millions)............       $127          $111       $35           $18          $21

(1)  From September 8, 1992 (commencement of operations) through March 31,
     1993.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any, and are not annualized.

(3)  The ratios for the periods  subsequent  to March 31, 1995 include  expenses
     paid through expense offset arrangements.

(4)  Annualized.
</TABLE>
    
Prospectus                                         Financial Highlights    11

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                                    ARM FUND

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                                     1997        1996         1995    1994        1993       1992(1)
PER-SHARE DATA

<S>                                                   <C>         <C>        <C>       <C>       <C>         <C>   
Net Asset Value, Beginning of Period................  $9.47       $9.42      $9.75     $9.97     $10.04      $10.00

Income From Investment Operations
   Net Investment Income ...........................   0.53        0.54       0.49      0.54       0.57        0.40

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions..............   0.04        0.05     (0.33)    (0.22)     (0.07)        0.04
                                                       ----        ----     -----     -----      -----         ----

   Total From Investment Operations.................   0.57        0.59       0.16      0.32       0.50        0.44
                                                       ----        ----       ----      ----       ----        ----

Distributions
   From Net Investment Income....................... (0.53)      (0.54)     (0.49)    (0.54)     (0.57)      (0.40)
                                                     -----       -----      -----     -----      -----       ----- 

   Total Distributions.............................. (0.53)      (0.54)     (0.49)    (0.54)     (0.57)      (0.40)
                                                     -----       -----      -----     -----      -----       ----- 

Net Asset Value, End of Period......................  $9.51       $9.47      $9.42     $9.75      $9.97      $10.04
                                                      =====       =====      =====     =====      =====      ======

   Total Return(2)..................................  6.17%       6.42%      1.75%     3.27%      5.13%       4.55%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses
   to Average Net Assets(3).........................  0.59%       0.60%      0.57%     0.51%      0.45%          0%

   Ratio of Net Investment Income
   to Average Net Assets(3).........................  5.59%       5.70%      4.98%     5.47%      5.66%    7.02%(4)

   Portfolio Turnover Rate..........................   193%        221%        60%       92%        83%         82%

   Net Assets, End of Period (in millions)..........   $236        $299       $397      $937     $1,495        $886

(1)  From September 3, 1991 (commencement of operations) through March 31,
     1992.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any, and are not annualized.

(3)  The ratios for the periods  subsequent  to March 31, 1995 include  expenses
     paid through expense offset arrangements.

(4)  Annualized.
</TABLE>
    

12   Financial Highlights                        American Century Investments

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                                    GNMA FUND

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat  Marwick LLP,  independent  auditors  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended March 31, except as noted.

   
                                              1997      1996     1995    1994      1993    1992      1991    1990   1989      1988
PER-SHARE DATA

Net Asset Value,
<S>                                          <C>       <C>      <C>     <C>      <C>      <C>       <C>      <C>    <C>     <C>   
Beginning of Period......................... $10.45    $10.18   $10.35  $10.88   $10.52   $10.21    $9.85    $9.56  $9.96   $10.42

Income From Investment Operations
   Net Investment Income ...................   0.71      0.74     0.72    0.66     0.79     0.86     0.88     0.90   0.89     0.89

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions...... (0.12)      0.27   (0.18)  (0.52)     0.36     0.31     0.36     0.29 (0.40)   (0.40)
                                             -----       ----   -----   -----      ----     ----     ----     ---- -----    ----- 

   Total From Investment Operations.........   0.59      1.01     0.54    0.14     1.15     1.17     1.24     1.19   0.49     0.49
                                               ----      ----     ----    ----     ----     ----     ----     ----   ----     ----

Distributions

   From Net Investment Income............... (0.71)    (0.74)   (0.71)  (0.66)   (0.79)   (0.86)   (0.88)   (0.90) (0.89)   (0.95)

   From Net Realized Gains
   on Investment Transactions...............     --        --       --  (0.01)       --       --       --       --     --       --
                                               ----      ----     ----    ----     ----     ----     ----     ----   ----     ----

   Total Distributions...................... (0.71)    (0.74)   (0.71)  (0.67)   (0.79)   (0.86)   (0.88)   (0.90) (0.89)   (0.95)
                                             -----     -----    -----   -----    -----    -----    -----    -----  -----    ----- 

Net Asset Value, End of Period.............. $10.33    $10.45   $10.18  $10.35   $10.88   $10.52   $10.21    $9.85  $9.56    $9.96
                                             ======    ======   ======  ======   ======   ======   ======    =====  =====    =====

   Total Return(1)..........................  5.84%    10.08%    5.53%   1.30%   11.28%   11.85%   13.16%   12.73%  5.07%    5.23%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses
   to Average Net Assets(2).................  0.55%     0.58%    0.58%   0.54%    0.56%   0 .62%    0.72%    0.75%  0.75%    0.73%

   Ratio of Net Investment Income
   to Average Net Assets(2).................  6.84%     6.98%    7.08%   6.12%    7.31%    8.18%    8.85%    9.04%  9.11%    8.94%

   Portfolio Turnover Rate..................  105%       64%      120%     49%      71%      97%     207%     433%   497%    497 %

   Net Assets, End
   of Period (in millions).................. $1,119    $1,120     $980  $1,129   $1,160    $ 724     $409     $290   $253     $259

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any.

(2)  The ratios for the periods  subsequent  to March 31, 1995 include  expenses
     paid through expense offset arrangements.
</TABLE>
    

Prospectus                                          Financial Highlights   13
   

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                           INFLATION-ADJUSTED TREASURY

     The  Financial  Highlights  for the period ended March 31, 1997,  have been
audited by KPMG Peat Marwick LLP,  independent  auditors (except as noted) whose
report thereon  appears in the Fund's annual report,  which is  incorporated  by
reference  into the  Statement  of  Additional  Information.  The annual  report
contains  additional  performance  information  and will be made  available upon
request and without charge. The information presented is for a share outstanding
throughout the period ended March 31, except as noted.

                                                        June 30,       March 31,
                                                         1997(1)        1997(2)
PER-SHARE DATA

<S>                                                       <C>          <C>   
Net Asset Value, Beginning of Period....................  $9.74        $10.00
                                                          -----        ------

Income From Investment Operations
    Net Investment Income ..............................   0.13          0.06

    Net Unrealized
    (Loss) on Investment Transactions................... (0.05)        (0.26)
                                                         -----         ----- 

    Total From Investment Operations....................   0.08        (0.20)
                                                           ----        ----- 

Distributions

    From Net Investment Income.......................... (0.13)        (0.06)
                                                         -----         ----- 

Net Asset Value, End of Period..........................  $9.69         $9.74
                                                          =====         =====

    Total Return(3).....................................  0.85%       (1.98)%

RATIOS/SUPPLEMENTAL DATA

    Ratio of Operating Expenses
    to Average Net Assets(4)............................  0.50%         0.50%

    Ratio of Net Investment Income
    to Average Net Assets(4)............................  5.30%         5.03%

    Portfolio Turnover Rate.............................    32%            --

    Net Assets, End of Period (in thousands)............ $4,312        $2,277

(1)  Three months ended June 30, 1997 (unaudited).

(2)  February 10, 1997 (inception) through March 31, 1997.

(3)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any, and are not annualized.

(4)  Annualized.
</TABLE>
    

14   Financial Highlights                        American Century Investments


                         INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

     The Funds have adopted certain  investment  restrictions that are set forth
in the Statement of Additional Information.  Those restrictions,  as well as the
investment  objectives  of  the  Funds  identified  on  pages  2 and  3 of  this
Prospectus   and  any  other   investment   policies  which  are  designated  as
"fundamental" in this Prospectus or in the Statement of Additional  Information,
cannot be changed  without  shareholder  approval.  The Funds  have  implemented
additional  investment  policies and practices to guide their  activities in the
pursuit of their respective investment objectives. These policies and practices,
which  are  described   throughout  this  Prospectus,   are  not  designated  as
fundamental policies and may be changed without shareholder approval.

   
     Each Fund (except  Capital  Preservation  II, ARM Fund and GNMA Fund) seeks
income  exempt  from state taxes by  investing  exclusively  in U.S.  government
securities  whose interest  payments are state  tax-exempt.  As a result,  these
Funds' dividend  distributions  are expected to be exempt from state income tax.
See page 32 for more information on tax treatment of the Funds' distributions.
    

THE MONEY MARKET FUNDS

     Each of the Money  Market  Funds  seeks to  maintain a $1.00  share  price,
although  there is no guarantee  they will be able to do so. Shares of the Money
Market Funds are neither insured nor guaranteed by the U.S. government.

CAPITAL PRESERVATION

   
     Capital  Preservation  seeks maximum  safety and  liquidity.  Its secondary
objective is to seek to pay its shareholders the highest rate of return on their
investment in Capital Preservation consistent with safety and liquidity. Capital
Preservation  pursues its  investment  objectives  by investing  exclusively  in
short-term  U.S.  Treasury  securities  guaranteed  by the direct full faith and
credit pledge of the U.S.  government.  Capital  Preservation's  dollar-weighted
average portfolio maturity will not exceed 90 days.
    

     While the risks  associated  with  investing in  short-term  U.S.  Treasury
securities are very low, an investment in Capital Preservation is not risk-free.

CAPITAL PRESERVATION II

     Capital  Preservation II seeks maximum safety and liquidity.  Its secondary
objective is to seek to pay its shareholders the highest rate of return on their
investment  in  the  Fund   consistent   with  safety  and  liquidity.   Capital
Preservation  II pursues its  investment  objectives  by investing  primarily in
repurchase  agreements  collateralized by securities that are backed by the full
faith and  credit of the U.S.  government.  Such  collateral  may  include  U.S.
Treasury bills,  notes, and bonds or  mortgage-backed  Ginnie Mae  certificates.
Ginnie Mae  certificates  are  guaranteed by the  Government  National  Mortgage
Association  (GNMA)  and  backed  by the  full  faith  and  credit  of the  U.S.
government.  Repurchase  agreements held by the Fund normally have maturities of
seven days or less.  The Fund may invest  directly in U.S.  Treasury  securities
from time to time.

     Capital  Preservation II restricts its average portfolio  maturity to seven
days or less.  Because of this  restriction,  its yield responds more quickly to
interest rate  increases or decreases  than do yields on most other money market
funds and enhances  portfolio  liquidity.  See page 22 for a  discussion  of the
market and credit risks associated with investing in repurchase agreements.

GOVERNMENT AGENCY

     Government  Agency seeks to provide the highest  rate of current  return on
its  investments,  consistent  with  safety  of  principal  and  maintenance  of
liquidity,  by  investing  exclusively  in  short-term  obligations  of the U.S.
government  and its  agencies  and  instrumentalities,  the income from which is
exempt from state  taxes.  Under normal  conditions,  at least 65% of the Fund's
total assets are invested in securities issued by agencies and instrumentalities
of the U.S. government.


Prospectus                               Information Regarding the Fund    15


Assets  not  invested  in  these  securities  are  invested  in  U.S.   Treasury
securities.  For temporary defensive purposes, the Fund may invest up to 100% of
its assets in U.S.  Treasury  securities.  The Fund's weighted average portfolio
maturity will not exceed 90 days.

     The U.S.  government  provides  varying levels of financial  support to its
agencies and instrumentalities.

THE U.S. TREASURY FUNDS

   
     Short-Term Treasury,  Intermediate-Term Treasury and Long-Term Treasury are
quite similar to one another but can be differentiated by their  dollar-weighted
average maturities.  Among these Funds, the longer its  dollar-weighted  average
maturity, the more its share price will fluctuate when interest rates change.
    

     This pattern is due, in part, to the time value of money. A bond's worth is
determined in part by the present value of its future cash flows.  Consequently,
changing  interest  rates  have a  greater  effect  on the  present  value  of a
long-term bond than a short-term bond.  Because of this interplay between market
interest  rates and share  price,  investors  are  encouraged  to evaluate  Fund
performance on the basis of total return.

SHORT-TERM TREASURY

     Short-Term  Treasury  seeks to earn and  distribute  the  highest  level of
current income exempt from state income taxes as is consistent with preservation
of capital. Short-Term Treasury pursues this objective by investing primarily in
securities issued or guaranteed by the U.S. Treasury.

     Within this framework,  Short-Term Treasury invests primarily in securities
with  remaining  maturities of 3 years or less,  and,  under normal  conditions,
maintains a weighted  average  portfolio  maturity  ranging  from 13 months to 3
years.  Short-Term  Treasury's portfolio may consist of any combination of these
securities consistent with investment strategies employed by the Manager.

     Short-Term Treasury may be appropriate for investors who are seeking higher
current yields than those available from money market funds and who can tolerate
some share price volatility.

INTERMEDIATE-TERM TREASURY

     Intermediate-Term  Treasury  seeks to earn and distribute the highest level
of current  income  consistent  with the  conservation  of assets and the safety
provided by U.S. Treasury bills,  notes, and bonds.  Intermediate-Term  Treasury
pursues this  objective by investing  primarily in U.S.  Treasury  notes,  which
carry  the  direct  full  faith  and  credit  pledge  of  the  U.S.  government.
Intermediate-Term  Treasury may also invest in U.S.  Treasury bills,  bonds, and
zero-coupon  securities,  all of which are also  backed by the direct full faith
and credit pledge of the U.S. government.  Intermediate-Term Treasury's weighted
average  portfolio  maturity  ranges  from 3 to 10 years,  under  normal  market
conditions.

     The Manager seeks a current  yield for  Intermediate-Term  Treasury  higher
than that of  Short-Term  Treasury,  with  correspondingly  greater  share price
volatility.

LONG-TERM TREASURY

     Long-Term  Treasury seeks to provide a consistent and high level of current
income exempt from state taxes.  Long-Term  Treasury  pursues this  objective by
investing  primarily in securities issued or guaranteed by the U.S. Treasury and
agencies  or  instrumentalities  of the U.S.  government.  Long-Term  Treasury's
portfolio may consist of any  combination of these  securities  consistent  with
investment strategies employed by the Manager.  Within this framework,  the Fund
invests  primarily in securities  with maturities of 10 or more years and, under
normal conditions,  maintains a weighted average portfolio maturity ranging from
20 to 30 years.

     By maintaining an average portfolio  maturity of 20 to 30 years,  Long-Term
Treasury offers investors the potential to earn higher current yields than those
typically   available   from  bond  funds  (such  as  Short-Term   Treasury  and
Intermediate-Term Treasury) that maintain shorter average maturities.  Long-Term
Treasury may also offer  greater  potential for capital  appreciation.  However,
maintaining a relatively long average  maturity also means that the Fund's share
price generally will be more volatile than those of funds that maintain  shorter
average maturities (such as Short-Term Treasury and Intermediate-Term Treasury).

INFLATION-ADJUSTED TREASURY

   
     Inflation-Adjusted  Treasury pursues its investment objective by investing,
under  normal  market  conditions,  at least 65% of its total assets in Treasury
Inflation-Adjusted Securities that are backed by the


16   Information Regarding the Funds                American Century Investments


full faith and credit of the U.S. government and indexed or otherwise structured
by  the  U.S.  Treasury  to  provide  protection  against  inflation.   Treasury
Inflation-Adjusted  Securities may be issued by the U.S. Treasury in the form of
notes  or  bonds.  Up to 35% of the  Fund's  total  assets  may be  invested  in
Inflation-Adjusted   Securities   issued  by  U.S.   government   agencies   and
government-sponsored  organizations,  when  such  securities  become  available.
Inflation-Adjusted  Treasury may also invest in U.S.  Treasury  securities which
are not indexed to inflation for  liquidity and total return,  or if at any time
the   Manager   believes   there  is  an   inadequate   supply  of   appropriate
Inflation-Adjusted  Securities in which to invest or when such  investments  are
required  as  a  temporary  defensive  measure.   Inflation-Adjusted  Treasury's
portfolio may consist of any  combination of these  securities  consistent  with
investment strategies employed by the Manager. While Inflation-Adjusted Treasury
seeks to provide a measure of inflation protection to its investors, there is no
assurance  that the  Fund  will  provide  less  risk  than a fund  investing  in
conventional fixed principal Treasury securities.

     There are no maturity or duration  restrictions for the securities in which
Inflation-Adjusted  Treasury  may invest.  The U.S.  Treasury  initially  issued
Treasury  Inflation-Adjusted  Securities with a 10-year term to maturity. It has
announced its intention  (although there is no guarantee it will do so) to issue
additional  securities  with a term to maturity as long as 30 years and as short
as five years.  When these  securities  of differing  maturity  are issued,  the
Manager  will buy from among the  available  issues those  securities  that will
provide the maximum relative value to the Fund.

     Inflation-Adjusted  Treasury  may be  appropriate  for  investors  who  are
seeking to protect all or a part of their investment  portfolio from the effects
of inflation.  Traditional U.S. Treasury  fixed-principal  notes and bonds pay a
stated  return or rate of  interest  in dollars  and are  redeemed  at their par
amount. Inflation during the period the securities are outstanding will diminish
the future  purchasing  power of these dollars.  Inflation-Adjusted  Treasury is
designed to serve as a vehicle to protect against this diminishing effect.

     Inflation-Adjusted  Treasury is designed to provide total return consistent
with an investment in Treasury Inflation-Adjusted Securities. Inflation-Adjusted
Treasury's income yield will reflect both the inflation-adjusted interest income
and  the   inflation   adjustment   to   principal   which   are   features   of
Inflation-Adjusted  Securities.  Inflation-Adjusted Treasury's yield will likely
reflect "real rates" of interest (that is, the then-prevailing  current interest
rates minus the  then-prevailing  expectations  for inflation)  available in the
Treasury  market.  As a result,  the  current  income  generated  by the Fund is
expected  to  be  substantially  below  that  of  more  traditional   government
securities funds, such as Treasury bond funds or government-agency bond funds.

     Inflation-Adjusted  Securities in which the Fund may invest are  relatively
new securities.  There are special  investment risks,  particularly  share price
volatility and potential adverse tax consequences, associated with investment in
Inflation-Adjusted  Securities.  These  risks  are  described  in the  following
section.  You should read that section carefully to make sure you understand the
nature of Inflation-Adjusted Treasury before you invest in it.
    
THE MORTGAGE SECURITIES FUNDS

ARM FUND

     The ARM Fund  seeks  to  provide  investors  with a high  level of  current
income,  consistent  with  stability  of  principal.  The ARM Fund  pursues this
objective  by  investing  primarily  in  adjustable  rate  securities  issued or
guaranteed by the U.S.  government or its agencies or  instrumentalities.  Under
normal  conditions,  the  Manager  invests at least 65% of the ARM Fund's  total
assets in  adjustable  rate  mortgage  securities  (ARMs)  and other  securities
collateralized  by  or  representing   interests  in  mortgages   (collectively,
"mortgage-backed  securities").  These  securities  have interest rates that are
reset  periodically and that are issued or guaranteed by the U.S.  government or
its agencies or instrumentalities.

   
     On August  25,  1997,  the ARM Fund will  begin to  pursue  its  investment
objective by investing in securities of the U.S. government and its agencies and
maintaining a weighted  average  duration of three years or less.  The Fund will
therefore  no longer be  subject  to the  requirement  that it invest 65% of its
total assets in ARMs, although it may continue to invest in these securities.
    


Prospectus                              Information Regarding the Funds    17



     ARMs are  pass-through  certificates  representing  ownership  interests in
pools of adjustable  rate mortgages and in the cash flows from those  mortgages.
The ARMs in which the Fund may invest are issued or guaranteed by GNMA,  FNMA or
FHLMC.

     The Fund may also invest in  collateralized  mortgage  obligations  (CMOs),
including   CMO  floaters  and  inverse   floaters;   stripped   mortgage-backed
securities,  including interest-only (IO) and principal-only (PO) securities and
IO inverse floaters;  and fixed-rate mortgage securities issued or guaranteed by
GNMA, FNMA or FHLMC.  All CMOs purchased by the Fund are either issued by a U.S.
government  agency or rated AAA by a nationally  recognized  statistical  rating
organization commonly referred to as a rating agency.

     Assets not invested in adjustable rate or mortgage-backed securities may be
invested in U.S. Treasury bills, notes, and bonds and in other securities issued
or guaranteed by the U.S. government or its agencies or  instrumentalities.  For
temporary  defensive  purposes,  the Fund may invest up to 100% of its assets in
these securities.

     By investing  primarily in  mortgage-backed  securities  that have variable
interest  rates,  the ARM Fund seeks to  maintain a more  stable net asset value
than is  characteristic  of funds that  invest in mortgage  securities  paying a
fixed rate of interest (such as the GNMA Fund). ARM prices  generally  fluctuate
less than fixed-rate mortgage securities prices because their interest rates are
reset  periodically  to reflect current  interest  rates.  There is always a lag
between market  interest rate changes and ARM rate resets,  however,  and resets
may be limited by caps on the rates that can be charged to borrowers.

GNMA FUND

     The GNMA Fund seeks to provide a high  level of current  income  consistent
with safety of principal and maintenance of liquidity by investing  primarily in
mortgage-backed Ginnie Mae certificates.

     Ginnie Mae certificates  represent interests in pools of mortgage loans and
in the cash flows from those loans.  These  certificates  are guaranteed by GNMA
and backed by the full faith and credit of the U.S.  government as to the timely
payment of  interest  and  repayment  of  principal,  which  means that the Fund
receives its share of interest and  principal  payments  owed on the  underlying
pool of mortgage  loans,  regardless of whether  borrowers make their  scheduled
mortgage payments.

     Assets not invested in Ginnie Mae certificates, directly or indirectly, are
invested  in other U.S.  government  securities,  such as U.S.  Treasury  bills,
notes, and bonds, or repurchase  agreements  collateralized  by U.S.  government
securities.  For temporary defensive  purposes,  the Fund may invest 100% of its
assets in these securities.

     A  unique  feature  of  mortgage-backed  securities,  such  as  Ginnie  Mae
certificates, is that their principal is scheduled to be paid back gradually for
the  duration  of the loan rather  than in one lump sum at  maturity.  Investors
(such as the GNMA Fund)  receive  scheduled  monthly  payments of principal  and
interest, but they may also receive unscheduled  prepayments of principal on the
underlying  mortgages.  See  "Mortgage-Backed  Securities"  on  page  19  for  a
discussion of prepayment risk.

RISK FACTORS AND INVESTMENT TECHNIQUES

     The  obligations  in which the Funds may invest  differ from one another in
their  interest  rates,  maturities,  dates of  issuance  and  interest  payment
schedules. The pertinent features of the types of obligations in which the Funds
may invest are described in this section.

U.S. GOVERNMENT SECURITIES

     U.S. Treasury bills,  notes,  zero-coupon bonds, and other bonds are direct
obligations  of the U.S.  Treasury,  which has never  failed to pay interest and
repay principal when due. Treasury bills have initial  maturities of one year or
less,  Treasury  notes from two to ten years,  and  Treasury  bonds more than 10
years.  Although U.S. Treasury securities carry little principal risk if held to
maturity,  the  prices of these  securities  (like all debt  securities)  change
between issuance and maturity in response to fluctuating market interest rates.

     A number of U.S. government agencies and government-sponsored organizations
issue debt  securities.  These  agencies  generally  are  created by Congress to
fulfill a specific  need,  such as  providing  credit to home buyers or farmers.
Among these  agencies are the Federal  Home Loan Banks,  the Federal Farm Credit
Banks,  the  Student  Loan  Marketing  Association  and the  Resolution  Funding
Corporation.


18   Information Regarding the Funds               American Century Investments


     Some agency  securities are backed by the full faith and credit of the U.S.
government,  and  some  are  guaranteed  only  by  the  issuing  agency.  Agency
securities  typically offer somewhat higher yields than U.S. Treasury securities
with similar maturities.  However,  these securities may involve greater risk of
default than securities backed by the U.S. Treasury.

     Interest  rates  on  agency  securities  may be  fixed  for the term of the
investment  (fixed-rate agency securities) or tied to prevailing  interest rates
(floating-rate agency securities).  Interest rate resets on floating-rate agency
securities generally occur at intervals of one year or less, based on changes in
a predetermined interest rate index.

     Floating-rate agency securities frequently have caps limiting the extent to
which coupon rates can be raised.  The price of a floating-rate  agency security
may decline if its capped coupon rate is lower than  prevailing  market interest
rates. Fixed- and floating-rate agency securities may be issued with a call date
(which permits  redemption before the maturity date). The exercise of a call may
reduce an  obligation's  yield to  maturity.  Capital  Preservation  and Capital
Preservation II may not invest in floating-rate agency securities.

MORTGAGE-BACKED SECURITIES

     The ARM and GNMA Funds may purchase mortgage pass-through securities. These
represent  interests in "pools" of mortgages in which  payments of both interest
and  principal on the  securities  are  generally  made  monthly.  These monthly
mortgage payments are, in effect "passed-through" to the security holder, (minus
fees paid to the security's issuer or guarantor).  Although fixed-rate mortgages
typically have stated  maturities of 30 or more years, most mortgage holders pay
off  their  mortgages  before  they  mature  which  may make  these  subject  to
prepayment risk.

     Also,  mortgage-backed  securities,  like other  fixed  income  securities,
generally  decrease in value as a result of  increases  in interest  rates,  but
benefit less than other  fixed-income  securities from declining  interest rates
because of the risk of prepayment  resulting from homeowners'  refinancing their
mortgages to take  advantage of lower  interest  rates.  On average,  securities
backed by 30-year  mortgages return principal within 7 to 10 years. As a result,
these  securities  have  historically  exhibited  behavior  comparable  to 7- to
10-year Treasury notes, while offering higher yields.

     The  primary  issuers  of  mortgage  securities  are FNMA,  FHLMC and GNMA.
Payments of principal and interest on GNMA securities are guaranteed by GNMA and
backed by the full faith and credit of the U.S. government.  FNMA and FHLMC have
a close  relationship  with the U.S.  government so even though their securities
are not backed by the full faith and credit of the U.S. government,  the Manager
considers them to be high-quality securities with minimal credit risks.

ADJUSTABLE-RATE MORTGAGE SECURITIES

     Adjustable-rate  mortgage  securities  (ARMs) are  pass-through  securities
collateralized by mortgages with adjustable,  rather than fixed, interest rates.
The interest  rate  payments  and  amortization  of principal on the  underlying
adjustable  rate  mortgages are tied to changes in  predetermined  interest rate
indexes.  ARM rates are readjusted at intervals of one year or less,  subject to
maximums  (caps)  and  minimums  (floors)  on the rates  that can be  charged to
mortgage holders during a given period and during the life of a mortgage.  These
periodic rate  adjustments  allow the ARM Fund to participate in market interest
rate increases (to produce higher yields with less share price  volatility)  but
only to the extent that the current rate on the underlying  mortgages  remain at
or below their specified caps.

     ARM  interest  rate  resets  should  cause the ARM  Fund's  share  price to
fluctuate  less  dramatically  than it  would  if the  Fund  were  substantially
invested in securities  backed by long-term,  fixed-rate  mortgages.  This means
that share price declines  should be less than for funds investing in fixed-rate
mortgages  when interest  rates rise.  This  characteristic  of ARMs should also
cause the potential for share price  appreciation when interest rates decline to
be less than for funds investing in fixed-rate mortgages.

     If ARMs are purchased at a premium,  mortgage  foreclosures and unscheduled
principal prepayments may result in a decline in share price. On the other hand,
if ARMs are purchased at a discount,  both scheduled and unscheduled payments of
principal may  accelerate  the  recognition  of income and thereby  increase the
Fund's yield and total return.


Prospectus                              Information Regarding the Funds    19



     The mortgages that  collateralize  ARMs issued by GNMA are fully guaranteed
by the Federal  Housing  Administration  or the Department of Veterans  Affairs,
which are divisions of the U.S.  government.  The mortgages  that  collateralize
ARMs issued by FNMA or FHLMC typically are  conventional  residential  mortgages
that  conform to standards  prescribed  by FNMA or FHLMC and are  guaranteed  by
those instrumentalities.

COLLATERALIZED MORTGAGE OBLIGATIONS

     Collateralized  mortgage obligations (CMOs) are mortgage-backed  securities
issued   by   government   agencies;   single-purpose,   stand-alone   financial
subsidiaries;   trusts  established  by  financial   institutions;   or  similar
institutions. The ARM Fund may buy CMOs, provided that they:

o    Are  collateralized by pools of mortgages in which payment of principal and
     interest of each mortgage is guaranteed by an agency or  instrumentality of
     the U.S. government;

o    Are  collateralized by pools of mortgages in which payment of principal and
     interest are guaranteed by the issuer,  and the guarantee is collateralized
     by U.S. government securities; or

o    Are  securities in which the proceeds of the issue are invested in mortgage
     securities  and  payments of  principal  and  interest is  supported by the
     credit of an agency or instrumentality of the U.S. government.

     The GNMA Fund may buy CMOs only if they are Ginnie-Mae-backed.

STRIPPED MORTGAGE-BACKED SECURITIES

   
     Stripped  mortgage-backed  securities (which are permitted  investments for
the ARM Fund  only) are  usually  structured  with two  classes.  One class will
receive all of the interest  (the  interest-only  class,  or "IO"),  whereas the
other class will receive all of the  principal  (the  principal-only  class,  or
"PO").  Stripped  mortgage  securities  are likely to  experience  greater price
volatility  than  other  types of  mortgage  securities  in  which  the ARM Fund
invests. The yield to maturity on the IO class is extremely sensitive,  not only
to  changes  in  prevailing  interest  rates  but also to the rate of  principal
payments   (including   prepayments)  on  the  underlying  mortgage  assets.  If
prepayments  accelerate,  the  ARM  Fund  may  not  fully  recover  its  initial
investment in these securities.

     The ARM Fund's  investments in stripped mortgage  securities  together with
investments in illiquid securities may not exceed 15% of net assets.

TREASURY INFLATION-ADJUSTED SECURITIES

     Treasury Inflation-Adjusted Securities are Treasury securities with a final
value and  interest  payment  stream  linked  to the  inflation  rate.  Treasury
Inflation-Adjusted  Securities  may be  issued  in  either  note or  bond  form.
Treasury  inflation-adjusted notes have maturities of at least one year, but not
more than 10 years.  Treasury  inflation-adjusted  bonds have maturities of more
than 10 years.

     Treasury  Inflation-Adjusted  Securities  may be  attractive  to  investors
seeking an investment backed by the full faith and credit of the U.S. government
that provides a return in excess of the rate of inflation. According to the U.S.
Treasury,  Treasury  Inflation-Adjusted  Securities  are modeled after the "Real
Return Bonds" currently issued by the government of Canada. These securities are
new to the U.S.  market,  having  first  been  sold in  January  1997.  There is
uncertainty as to how these securities will be treated by the  marketplace.  See
"Development  of  Inflation-Adjusted  Securities  Market"  on page 21.  Treasury
Inflation-Adjusted Securities will be auctioned and issued on a quarterly basis.

STRUCTURE AND INFLATION INDEX

     The  principal  value of  Treasury  Inflation-Adjusted  Securities  will be
adjusted to reflect  changes in the level of inflation.  The index for measuring
the   inflation   rate  for  Treasury   Inflation-Adjusted   Securities  is  the
non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All
Urban Con-sumers  published monthly by the U.S.  Department of Labor's Bureau of
Labor Statistics.

     Semiannual  coupon interest  payments are made at a fixed percentage of the
inflation-adjusted  principal  value.  The coupon  rate or "real  yield" for the
semiannual interest payment of each issuance of securities will be determined at
the time the securities  are sold to the public.  While a reduction in inflation
will cause a reduction  in the  interest  payment  made on the  securities,  the
repayment of principal at the maturity


20   Information Regarding the Fund                 American Century Investments


of the security is  guaranteed  by the Treasury to be not less than the original
face or par amount of the security at issuance.

INDEXING METHODOLOGY

     The  principal  value of  Treasury  Inflation-Adjusted  Securities  will be
indexed,  or  adjusted,  to account for  changes in the  Consumer  Price  Index.
Semiannual coupon interest payment amounts will be determined by multiplying the
inflation-adjusted  principal  amount by one-half the stated rate of interest on
each interest payment date.

TAXATION

     Taxation applicable to Treasury Inflation-Adjusted Securities is similar to
conventional  bonds. Both interest payments and the difference  between original
principal  and the  inflation-adjusted  principal  will be treated  as  interest
income  subject to taxation.  Interest  payments  are taxable  when  received or
accrued. The inflation adjustment to the principal is subject to tax in the year
adjustment  is made,  not at  maturity  of the  security  when the cash from the
repayment of principal is received. If an upward adjustment has been made (which
typically should happen),  investors in non-tax deferred accounts will pay taxes
on this  amount  currently.  Decreases  in the  indexed  principal  can  only be
deducted from current or previous interest payments reported as income.

     Treasury Inflation-Adjusted Securities therefore have a potential cash flow
mismatch   to  an   investor,   since   investors   must   pay   taxes   on  the
inflation-adjusted  principal before the repayment of principal is received.  It
is possible that,  particularly for high income tax bracket investors,  Treasury
Inflation-Adjusted  Securities  would not generate enough income in a given year
to cover the tax liability it could  create.  This is similar to the current tax
treatment  for zero coupon bonds and other  discount  securities.  If a Treasury
Inflation-Adjusted  Security is sold prior to maturity,  capital losses or gains
are realized in the same manner as traditional bonds.

     Inflation-Adjusted  Treasury, however,  distributes all income on a monthly
basis.  Investors in  Inflation-Adjusted  Treasury will receive  dividends which
represent  both the  interest  payments  and the  principal  adjustments  of the
Inflation-Adjusted   Securities   held  in  its  portfolio.   An  investment  in
Inflation-Adjusted  Treasury  may  therefore  be a means to avoid  the cash flow
mismatch associated with a direct investment in  Inflation-Adjusted  Securities.
For more  information  about taxes and their effect on you as an investor in the
Fund, see "Taxes," on page 32.

U.S GOVERNMENT AGENCIES

     A number of U.S. government agencies and government-sponsored organizations
may issue Inflation-Adjusted Securities. As of the date on which this Prospectus
was  drafted,  the  plans  of the  various  U.S.  government  agencies  to issue
Inflation-Adjusted  Securities were not known. It is expected that at least some
U.S. government agencies will issue  Inflation-Adjusted  Securities whose design
mirrors  that of the  Treasury  Inflation-Adjusted  Securities  described on the
previous page.

DEVELOPMENT OF INFLATION-ADJUSTED SECURITIES MARKET

     The Treasury  securities  market is the largest and most liquid  securities
market in the world. The marketability of Treasury Inflation-Adjusted Securities
and  Inflation-Adjusted  Securities  generally  may be enhanced over time as the
Treasury  issues  additional  Treasury  Inflation-Adjusted  Securities  and more
investors participate in the market.

     Inflation-Adjusted Treasury will purchase Inflation- Adjusted Securities at
auction  or in the  secondary  market  as the  Manager  deems  appropriate.  The
secondary market for  Inflation-Adjusted  Securities may not be as active as the
secondary market for Treasury and U.S. government agency  fixed-principal  notes
and  bonds.  In  addition,  Inflation-Adjusted  Securities  may not be as widely
traded or as well understood as Treasury fixed-principal  securities,  nor is it
known at this time  exactly  how the  secondary  market  for  Inflation-Adjusted
Securities will develop.

     If the  number of  Inflation-Adjusted  Securities  market  participants  is
limited,  it may  result in larger  spreads  between  bid and asked  prices  for
Inflation-Adjusted  Securities  than the bid-asked  spreads for  fixed-principal
notes and bonds with similar  terms to  maturity.  Such larger  bid-ask  spreads
normally result in higher transactions costs and/or lower returns. If the market
does  not  develop  sufficient  liquidity,  large  buyers  or  sellers  of these
securities may disproportionately  negatively impact the value of the securities
and, hence, Inflation-Adjusted Treasury's net asset value.


Prospectus                              Information Regarding the Funds    21


     The  Manager  currently  believes  that the market  for  Inflation-Adjusted
Securities  will be sufficient to permit  Inflation-Adjusted  Treasury to pursue
its  investment  objective.  However,  should the market for  Inflation-Adjusted
Securities  prove less active than  anticipated  by the Manager,  the Manager is
authorized to treat such an environment as an abnormal market condition.  During
such a  period,  Inflation-Adjusted  Treasury  will  not be fully  pursuing  its
investment objective.

SHARE PRICE VOLATILITY

     Inflation-Adjusted  Securities  are  designed  to offer a return  linked to
inflation,  thereby  protecting future purchasing power of the money invested in
them. Inflation-Adjusted Securities provide this "protected" return only if held
to maturity, however. In addition,  Inflation-Adjusted  Securities may not trade
at par value.  "Real"  interest  rates (the  market  rate of  interest  less the
anticipated  rate of  inflation)  change over time, as a result of many factors,
such as what investors are demanding as a true value for money.  When real rates
do change,  Inflation-Adjusted Securities prices will be more sensitive to these
changes than  conventional  bonds,  since these  securities were sold originally
based upon a "real"  interest rate that is no longer  prevailing.  Should market
expectations  for real  interest  rates  rise,  the price of  Inflation-Adjusted
Securities  and the  share  price  of  Inflation-Adjusted  Treasury  will  fall.
Investors  in the Fund  should be  prepared  to accept not only this share price
volatility but also the possible adverse tax consequences it may cause.

     An investment in securities featuring  inflation-adjusted  principal and/or
interest  involves factors not associated with more traditional  fixed principal
securities. Such factors include the possibility that the inflation index may be
subject to significant  changes in interest rates, that changes in the index may
or may not correlate to changes in interest rates  generally or changes in other
indices, that the resulting interest may be greater or less than that payable on
other securities of similar maturities.  In the event of sustained deflation, it
is   possible   that  the   amount  of   semiannual   interest   payments,   the
inflation-adjusted  principal  of the  security  and the  value of the  stripped
components,   will  decrease.  If  any  of  these  possibilities  are  realized,
Inflation-Adjusted Treasury's net asset value could be negatively affected.
    
REPURCHASE AGREEMENTS

   
     Each Fund,  with the  exception  of  Capital  Preservation  and  Government
Agency,  may invest in repurchase  agreements when such transactions  present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of that Fund.
    

     A  repurchase  agreement  occurs  when,  at the time the Fund  purchases an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  Fund's  money is
invested in the security.

     Since the  security  purchase  constitutes  collateral  for the  repurchase
obligation,  a repurchase  agreement can be considered a loan  collateralized by
the security purchased.  The Fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
Fund may incur costs in  disposing  of the  collateral,  which would  reduce the
amount realized  thereon.  If the seller seeks relief under the bankruptcy laws,
the  disposition of the collateral may be delayed or limited.  To the extent the
value of the security decreases, the Fund could experience a loss.

   
     Each  of  the  Funds,  with  the  exception  of  Capital  Preservation  and
Government  Agency,  may invest in  repurchase  agreements  with  respect to any
security  in which  that Fund is  authorized  to invest,  even if the  remaining
maturity of the  underlying  security  would make that security  ineligible  for
purchase by such Fund.
    

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

     For additional information regarding the investment practices of any of the
Funds, see the Statement of Additional Information.

PORTFOLIO TURNOVER

     The portfolio  turnover  rates of the U.S.  Treasury Funds and the Mortgage
Securities Funds are shown in the Financial  Highlights  tables on pages 6-14 of
this Prospectus.


22   Information Regarding the Funds        American Century Investments


     Investment  decisions  to purchase  and sell  secu-rities  are based on the
anticipated  contribution  of the  security in question to a  particular  Fund's
objectives.  The  Manager  believes  that  the  rate of  portfolio  turnover  is
irrelevant  when it determines a change is in order to achieve those  objectives
and,  accordingly,  the annual  portfolio  turnover  rate  cannot be  accurately
anticipated.

     The  portfolio  turnover of each Fund may be higher than other mutual funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater brokerage  commissions,  which is a cost that the Funds
pay directly. Portfolio turnover may also affect the character of capital gains,
if any,  realized and distributed by a Fund since  short-term  capital gains are
taxable as ordinary income.

WHEN-ISSUED AND FORWARD COMMITMENT
AGREEMENTS

     Each of the Funds may purchase new issues of securities on a when-issued or
forward  commitment  basis when, in the opinion of the Manager,  such  purchases
will further the  investment  objectives of the Fund.  The price of  when-issued
securities  is  established  at the time the  commitment  to  purchase  is made.
Delivery  of and  payment for these  securities  typically  occurs 15 to 45 days
after the commitment to purchase. Market rates of interest on debt securities at
the time of  delivery  may be higher or lower than those  contracted  for on the
security. Accordingly, the value of each security may decline prior to delivery,
which could result in a loss to the Fund.

CASH MANAGEMENT

   
     For cash  management  purposes,  each of the Funds (except the Money Market
Funds) may invest in any money market fund advised by the Manager, provided that
the  investment  is  consistent   with  the  Fund's   investment   policies  and
restrictions.
    

     Up to 5% of the Funds' total assets may be invested in this manner.

OTHER TECHNIQUES

     The Manager may buy other types of  securities  or employ  other  portfolio
management  techniques on behalf of the Funds. When SEC guidelines require it to
do so, a Fund will set aside cash or  appropriate  liquid assets in a segregated
account to cover the Fund's obligations.

PERFORMANCE ADVERTISING

     From  time  to  time,  the  Funds  may  advertise  performance  data.  Fund
performance  may be shown by presenting  one or more  performance  measurements,
including  cumulative  total  return or  average  annual  total  return,  yield,
effective yield and tax-equivalent yield (for tax-exempt funds).

     Cumulative  total  return data is computed by  considering  all elements of
return,  including  reinvestment  of dividends and capital gains  distributions,
over a stated  period of time.  Average  annual  total return is  determined  by
computing  the annual  compound  return over a stated  period of time that would
have  produced  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

     A  quotation  of yield  reflects  a  fund's  income  over a  stated  period
expressed  as a percentage  of the fund's share price.  In the case of the Money
Market  Funds,  yield is  calculated  by  measuring  the income  generated by an
investment  in the Fund over a  seven-day  period (net of Fund  expenses).  This
income is then  annualized,  that is,  the  amount of  income  generated  by the
investment  over the  seven-day  period is  assumed  to be  generated  over each
similar period each week  throughout a full year and is shown as a percentage of
the investment.  The effective yield is calculated in a similar manner but, when
annualized, the income earned by the investment is assumed to be reinvested. The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
compounding effect on the assumed reinvestment.

   
     With respect to the U.S. Treasury Funds and the Mortgage  Securities Funds,
yield is calculated by adding over a 30-day (or  one-month)  period all interest
and  dividend  income (net of fund  expenses)  calculated  on each day's  market
values,  dividing  this sum by the  average  number of fund  shares  outstanding
during the period, and expressing the result as a percentage of the fund's share
price on the last day of the 30-day (or one month)  period.  The  percentage  is
then  annualized.  Capital gains and losses are not included in the calculation.
The effective yield is calculated in a
    


Prospectus                              Information Regarding the Funds    23


   
similar  manner but, when  annualized,  the income  earned by the  investment is
assumed to be reinvested.  The effective  yield will be slightly higher than the
yield because of the compounding effect on the assumed reinvestment.

     Yields are calculated according to accounting methods that are standardized
in accordance with SEC rules.  Because yield accounting  methods differ from the
methods  used for other  accounting  purposes,  a Fund's yield may not equal the
income  paid on its  shares  or the  income  reported  in the  Fund's  financial
statements.
    

     A tax-equivalent  yield demonstrates the taxable yield necessary to produce
after-tax  yield  equivalent  to that of a mutual  fund which  invests in exempt
obligations.  Each Fund (with the exception of Capital  Preservation II, the ARM
Fund and the GNMA Fund) may quote  tax-equivalent  yield, which show the taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yield. As a prospective  investor in these Funds, you should  determine  whether
your  tax-equivalent  yield is  likely to be  higher  with a  taxable  or with a
tax-exempt fund. To determine this, you may use the formulas depicted below.

     You can calculate your tax-equivalent yield for a Fund (taking into account
only  federal  income  taxes  and not any  applicable  state  taxes)  using  the
following equation:

       Fund's State Tax-Free Yield                     Your Tax-
        ---------------------------        =       -----------------
           100% - State Tax Rate                   Equivalent Yield


     The Funds may also include in  advertisements  data  comparing  performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper  Analytical  Services or IBC's Money Fund Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  Fund  performance  may be  compared to  well-known  indices of market
performance  including  the IBC's  Money  Fund  Average  and Bank  Rate  Monitor
National Index of 21/2-year CD rates. Fund performance may also be compared,  on
a  relative  basis,  to the  other  funds  in our  fund  family.  This  relative
comparison,  which may be based upon  historical or expected  fund  performance,
volatility  or  other  fund  characteristics,   may  be  presented  numerically,
graphically or in text.  Fund  performance  may also be combined or blended with
other funds in our fund family, and that combined or blended  performance may be
compared to the same indices to which individual funds may be compared.

     All performance information advertised by the Funds is historical in nature
and is not intended to represent or guarantee future results.  The value of Fund
shares when redeemed may be more or less than their original cost.


24   Prospectus                               Information Regarding the Funds


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

     The Funds  offered by this  Prospectus  are a part of the American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-2021  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

INVESTING IN AMERICAN CENTURY

     The following  section  explains how to invest in American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

     If  you  own  or  are   considering   purchasing  Fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 30.

HOW TO OPEN AN ACCOUNT

     To open an account,  you must complete and sign an application,  furnishing
your  taxpayer  identification  number.  (You must also certify  whether you are
subject to  withholding  for failing to report  income to the IRS.)  Investments
received without a certified taxpayer identification number will be returned.

     The minimum investment is $2,500 ($1,000 for IRA accounts).

     The minimum  investment  requirements  may be  different  for some types of
retirement  accounts.  Call one of our  Investor  Services  Representatives  for
information  on  our  retirement  plans,  which  are  available  for  individual
investors or for those investing through their employers.

     Please note: If you register  your account as belonging to multiple  owners
(e.g., as joint tenants) you must provide us with specific authorization on your
application in order for us to accept written or telephone  instructions  from a
single owner. Otherwise,  all owners will have to agree to any transactions that
involve the account  (whether the transaction  request is in writing or over the
telephone).

     You may invest in the following ways:

BY MAIL

     Send a completed application and check or money order payable in U.S.
dollars to American Century Investments.

BY WIRE

     You may make your initial  investment by wiring funds. To do so, call us or
mail  a  completed   application  and  provide  your  bank  with  the  following
information:

o    RECEIVING BANK AND ROUTING NUMBER:
     Commerce Bank, N.A. (101000019)

o    BENEFICIARY (BNF):
     American Century Services Corporation
     4500 Main St., Kansas City, Missouri 64111

o    BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
     2804918

o    REFERENCE FOR BENEFICIARY (RFB):
     American Century account number into which you are investing.  If more than
     one, leave blank and see "Bank to Bank Information" below.

o    ORIGINATOR TO BENEFICIARY (OBI):
     Name and address of owner of account into which you are investing.

o    BANK TO BANK INFORMATION
     (BBI or Free Form Text):

     o    Taxpayer identification or Social Security number

     o    If more than one account, account numbers and amount to be invested in
          each account.

   
     o    Current tax year, previous tax year or rollover designation if an IRA.
          Specify whether IRA,  SEP-IRA,  SARSEP-IRA,  SIMPLE Employer or SIMPLE
          Employee.
    

BY EXCHANGE

     Call  1-800-345-2021  from 7 a.m. to 7 p.m. Central time to get information
on opening an account by exchanging from another American Century account.


Prospectus               How to Invest with American Century Investments      25


See page 26 for more information on exchanges.

IN PERSON

     If you prefer to work with a representative in person,  please visit one of
our Investor Centers, located at:

     4500 Main Street
     Kansas City, Missouri 64111

   
     4917 Town Center Drive
     Leawood, Kansas 66211
    

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

     Subsequent  investments  may be  made  by an  automatic  bank,  payroll  or
government  direct deposit (see "Automatic  Investment Plan" on this page) or by
any of the methods  below.  The minimum  investment  requirement  for subsequent
investments:  $250 for checks submitted without the investment slip portion of a
previous  statement  or  confirmation,  $50 for all  other  types of  subsequent
investments.

BY MAIL

     When making subsequent investments,  enclose your check with the investment
slip portion of the confirmation of a previous statement or confirmation. If the
investment slip is not available, indicate your name, address and account number
on your check or a separate piece of paper. (Please be aware that the investment
minimum for subsequent investments is higher without an investment slip.)

BY TELEPHONE

     Once your  account is open,  you may make  investments  by telephone if you
have authorized us (by choosing "Full Services" on your  application) to draw on
your bank account.  You may call an Investor Services  Representative or use our
Automated Information Line.

BY ONLINE ACCESS

     Once your  account  is open,  you may make  investments  online if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

BY WIRE

     You may make  subsequent  investments  by wire.  Follow  the wire  transfer
instructions on page 25 and indicate your account number.

IN PERSON

     You may  make  subsequent  investments  in  person  at one of our  Investor
Centers. The locations of our four Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

     You may elect on your  application  to make  investments  automatically  by
authorizing us to draw on your bank account regularly.  Such investments must be
at least the  equivalent  of $50 per  month.  You also may  choose an  automatic
payroll or government  direct  deposit.  If you are  establishing a new account,
check the appropriate box under  "Automatic  Investments" on your application to
receive  more  information.  If you  would  like to add a direct  deposit  to an
existing account, please call one of our Investor Services Representatives.

HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER

     As long as you meet any minimum investment  requirements,  you may exchange
your Fund  shares to our other  funds up to six times per year per  account.  An
exchange request will be processed the same day it is received if it is received
before the funds' net asset  values are  calculated,  which is one hour prior to
the  close of the New York  Stock  Exchange  for the funds  issued  by  American
Century Target Maturities Trust, and at the close of the Exchange for all of our
other funds. See "When Share Price is Determined," page 31.

     For any single exchange, the shares of each fund being acquired must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.

BY MAIL

     You may direct us in writing to  exchange  your  shares  from one  American
Century account to another. For additional information,  please see our Investor
Services Guide.


26 How to Invest with American Century Investments  American Century Investments



BY TELEPHONE

     You can make exchanges over the telephone (either with an Investor Services
Representative or using our Automated Information Line--see page 28) if you have
authorized  us to  accept  telephone  instructions.  You can  authorize  this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.

BY ONLINE ACCESS

     You  can  make  exchanges  online  if  you  have  authorized  us to  accept
instructions  over the  Internet.  You can  authorize  this by  selecting  "Full
Services"  on your  application  or by calling us at  1-800-345-2021  to get the
appropriate form.

HOW TO REDEEM SHARES

     We will redeem or "buy back" your shares at any time.  Redemptions  will be
made at the next net asset value determined after a complete  redemption request
is received.

     Please  note that a request to redeem  shares in an IRA or 403(b) plan must
be  accompanied  by an  executed  IRS Form W4-P and a reason for  withdrawal  as
specified by the IRS.

BY MAIL

     Your  written  instructions  to  redeem  shares  may be  made  either  by a
redemption form,  which we will send to you upon request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee," page 28.

BY TELEPHONE

     If you have authorized us to accept telephone instructions,  you may redeem
your shares by calling an Investor Services Representative.

BY CHECK-A-MONTH

     If you  have at least a  $10,000  balance  in your  U.S.  Treasury  Fund or
Mortgage  Securities  Fund account,  or if you have a Money Market Fund account,
you may redeem  shares by  Check-A-Month.  A  Check-A-Month  plan  automatically
redeems  enough  shares  each month to provide you with a check in an amount you
choose  (minimum $50). To set up a Check-A-Month  plan,  please call and request
our Check-A-Month brochure.

OTHER AUTOMATIC REDEMPTIONS

     If you  have at least a  $10,000  balance  in your  U.S.  Treasury  Fund or
Mortgage  Securities  Fund account,  or if you have a Money Market Fund account,
you may elect to make redemptions  automatically by authorizing us to send funds
directly to you or to your account at a bank or other financial institution.  To
set up automatic redemptions, call one of our Investor Services Representatives.

REDEMPTION PROCEEDS

     Please  note that  shortly  after a purchase  of shares is made by check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

     Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

     Ordinarily,  all  redemption  checks will be made payable to the registered
owner of the shares and will be mailed only to the  address of record.  For more
information, please refer to our Investor Services Guide.

BY WIRE AND ACH

     You may authorize us to transmit  redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

     Your bank will usually receive wired funds within 48 hours of transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Wired  funds  are  subject  to a $10 fee to cover  bank wire  charges,  which is
deducted from redemption proceeds.  Once the funds are transmitted,  the time of
receipt and the funds' availability are not under our control.

REDEMPTION OF SHARES IN
LOW-BALANCE ACCOUNTS

     Whenever  the  shares  held in an  account  have a value  of less  than the
required  minimum,  a letter will be sent advising you of the necessity to bring
the value of the shares held in the account up to the minimum.  If action is not
taken within 90 days of the letter's date,


Prospectus              How to Invest with American Century Investments    27


the shares held in the account will be redeemed and proceeds from the redemption
will be sent by check  to your  address  of  record.  We  reserve  the  right to
increase the investment minimums.

SIGNATURE GUARANTEE

     To protect  your  accounts  from fraud,  some  transactions  will require a
signature guarantee.  Which transactions will require a signature guarantee will
depend on which  service  options  you elect  when you open  your  account.  For
example, if you choose "In Writing Only," a signature guarantee will be required
when:

o    redeeming more than $25,000; or

o    establishing or increasing a Check-A-Month or automatic transfer on an
     existing account.

     You may obtain a signature  guarantee from a bank or trust company,  credit
union,  broker-dealer,  securities  exchange or association,  clearing agency or
savings association, as defined by federal law.

     For a more in-depth  explanation of our signature  guarantee  policy, or if
you live  outside  the  United  States  and  would  like to know how to obtain a
signature guarantee, please consult our Investor Services Guide.

     We reserve the right to require a signature  guarantee on any  transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

     We offer  several  service  options to make your account  easier to manage.
These are listed on the account  application.  Please make note of these options
and  elect  the ones  that are  appropriate  for you.  Be aware  that the  "Full
Services" option offers you the most flexibility. You will find more information
about each of these service options in our Investor Services Guide.

     Our special investor services include:

AUTOMATED INFORMATION LINE

     We offer an Automated  Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765.  By calling the Automated Information Line, you may listen to
fund prices,  yields and total return  figures.  You may also use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  If you have authorized us to accept telephone  instructions,  you
also may exchange shares from one fund to another via the Automated  Information
Line.  Redemption  instructions  cannot be given via the  Automated  Information
Line.

ONLINE ACCOUNT ACCESS

     You   may   contact   us  24   hours   a  day,   seven   days  a  week   at
www.americancentury.com  to access  your  funds'  daily  share  prices,  receive
updates on major market indexes and view  historical  performance of your funds.
If you select "Full  Services" on your  application,  you can use your  personal
access code and Social Security number to view your account balances and account
activity,  make subsequent investments from your bank account or exchange shares
from one fund to another.

CHECKWRITING

     We offer  CheckWriting  as a service  option for your account in any of the
Money Market or Mortgage  Securities  Funds.  CheckWriting  allows you to redeem
shares  in your  account  by  writing a draft  ("check")  against  your  account
balance.  (Shares held in certificate  form may not be redeemed by check.) There
is no limit on the number of checks  you can write,  but each one must be for at
least $100.

     When you write a check,  you will  continue  to  receive  dividends  on all
shares until your check is presented  for payment to our clearing  bank.  If you
redeem all shares in your  account by check,  any accrued  distributions  on the
redeemed  shares  will be paid to you in cash on the next  monthly  distribution
date.

     If  you  want  to add  CheckWriting  to an  existing  account  that  offers
CheckWriting, contact us by telephone or mail for an appropriate form. For a new
account, you may elect CheckWriting on your purchase application by choosing the
"Full Services" option. CheckWriting is not available for any account held in an
IRA or 403(b) plan.

     CheckWriting  redemptions  may  only  be  made on  checks  provided  by us.
Currently, there is no charge for checks or for the CheckWriting service.

     We will  return  checks  drawn  on  insufficient  funds  or on  funds  from
investments  made by means  other  than by wire  within  the  previous  15 days.
Neither the company nor our clearing bank will be liable for any


28 How to Invest with American Century Investments  American Century Investments


loss or expenses associated with returned checks. Your account may be assessed a
$15 service charge for checks drawn on insufficient funds.

     A stop payment may be ordered on a check written  against your account.  We
will use reasonable  efforts to stop a payment,  but we cannot guarantee that we
will be able to do so. If we are successful in fulfilling a stop-payment  order,
your account may be assessed a $15 fee.

OPEN ORDER SERVICE

     Through our open order  service,  you may designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced  fund by exchange to one
of our money market funds.  The  designated  purchase  price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time the order is placed.  If the designated price
is  met  within  90  calendar   days,  we  will  execute  your  exchange   order
automatically at that price (or better). Open orders not executed within 90 days
will be canceled.

     If the fund you have selected deducts a distribution  from its share price,
your order  price will be  adjusted  accordingly  so the  distribution  does not
inadvertently  trigger an open order transaction on your behalf. If you close or
re-register  the  account  from which the shares are to be  redeemed,  your open
order will be canceled.

     Because  of  their  time-sensitive  nature,  open  order  transactions  are
accepted  only by  telephone  or in person.  These  transactions  are subject to
exchange limitations described in each fund's prospectus, except that orders and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

     Each Fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o    Individual Retirement Accounts ("IRA"s);

o    403(b) plans for employees of public school systems and non-profit
     organizations; or

o    Profit sharing plans and pension plans for corporations and other
     employers.

     If your IRA and  403(b)  accounts  do not total  $10,000,  each  account is
subject to an annual $10 fee, up to a total of $30 per year.

     You can also transfer your  tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

     Every  account is subject to policies  that could  affect your  investment.
Please refer to the Investor  Services Guide for further  information  about the
policies discussed below, as well as further detail about the services we offer.

(1)   We reserve the right for any reason to suspend the  offering of shares for
      a period of time,  or to reject any  specific  purchase  order  (including
      purchases by exchange). Additionally,  purchases may be refused if, in the
      opinion  of the  Manager,  they  are  of a size  that  would  disrupt  the
      management of the Fund.

(2)   We  reserve   the  right  to  make   changes  to  any  stated   investment
      requirements,  including  those that relate to  purchases,  transfers  and
      redemptions.  In  addition,  we may also alter,  add to or  terminate  any
      investor services and privileges.  Any changes may affect all shareholders
      or only certain series or classes of shareholders.

(3)   Shares  being  acquired  must be  qualified  for  sale in  your  state  of
      residence.

(4)   Transactions requesting a specific price and date, other than open orders,
      will be  refused.  Once you have  mailed  or  otherwise  transmitted  your
      transaction instructions to us, they may not be modified or canceled.

(5)   If a transaction  request is made by a  corporation,  partnership,  trust,
      fiduciary, agent or unincorporated  association,  we will require evidence
      satisfactory to us of the authority of the individual making the request.

(6)   We have  established  procedures  designed to assure the  authenticity  of
      instructions  received by telephone.  These procedures  include requesting
      personal  identification  from callers,  recording  telephone  calls,  and
      providing   written   confirmations  of  telephone   transactions.   These
      procedures  are designed to protect  share-holders  from  unauthorized  or
      fraudulent instructions. If we do not employ reasonable procedures to con-


Prospectus                How to Invest with American Century Invetments   29


      firm the genuineness of instructions, then we may be liable for losses due
      to  unauthorized  or fraudulent  instructions.  The company,  its transfer
      agent and investment  advisor will not be responsible  for any loss due to
      instructions they reasonably believe are genuine.

(7)   All signatures  should be exactly as the name appears in the registration.
      If the owner's name appears in the  registration as Mary Elizabeth  Jones,
      she should sign that way and not as Mary E. Jones.

(8)   Unusual stock market  conditions  have in the past resulted in an increase
      in the number of shareholder telephone calls. If you experience difficulty
      in  reaching  us  during  such  periods,  you may  send  your  transaction
      instructions by mail,  express mail or courier  service,  or you may visit
      one of our Investor  Centers.  You may also use our Automated  Information
      Line if you  have  requested  and  received  an  access  code  and are not
      attempting to redeem shares.

(9)   If  you  fail  to  provide  us  with  the   correct   certified   taxpayer
      identification  number,  we may reduce any  redemption  proceeds by $50 to
      cover the  penalty  the IRS will  impose on us for  failure to report your
      correct taxpayer identification number on information reports.

(10)  We will perform special inquiries on shareholder  accounts. A research fee
      of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

     At the end of  each  calendar  quarter,  we will  send  you a  consolidated
statement that summarizes all of your American Century  holdings,  as well as an
individual  statement  for  each  fund you own that  reflects  all  year-to-date
activity in your account.  You may request a statement of your account  activity
at any time.

     With the  exception of most  automatic  transactions  and  transactions  by
CheckWriting, each time you invest, redeem, transfer or exchange shares, we will
send  you  a  confirmation  of  the  transactions.   Transactions  initiated  by
CheckWriting  will be confirmed on a monthly  basis.  See the Investor  Services
Guide for more detail.

     Carefully  review all the  information  relating  to  transactions  on your
statements  and  confirmations  to ensure that your  instructions  were acted on
properly.  Please notify us immediately in writing if there is an error.  If you
fail to provide  notification  of an error  with  reasonable  promptness,  i.e.,
within 30 days of  non-automatic  transactions  or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

     No later than January 31st of each year,  we will send you reports that you
may use in completing  your U.S.  income tax return.  See the Investor  Services
Guide for more information.

     Each year, we will send you an annual and a semiannual  report  relating to
your fund, each of which is incorporated herein by reference.  The annual report
includes audited financial  statements and a list of portfolio  securities as of
the  fiscal  year  end.  The  semiannual  report  includes  unaudited  financial
statements  for the first six  months of the fiscal  year,  as well as a list of
portfolio  securities at the end of the period. You also will receive an updated
prospectus at least once each year.  Please read these materials  carefully,  as
they will help you understand your fund.

EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS

     Information   contained  in  our  Investor   Services   Guide  pertains  to
shareholders  who invest  directly with American  Century rather than through an
employer-sponsored retirement plan or through a financial intermediary.

     If  you  own  or  are   considering   purchasing  Fund  shares  through  an
employer-sponsored  retirement  plan,  your  ability to  purchase  shares of the
Funds, exchange them for shares of other American Century funds, and redeem them
will depend on the terms of your plan.

     If you  own or are  considering  purchasing  Fund  shares  through  a bank,
broker-dealer,  insurance company or other financial intermediary,  your ability
to purchase,  exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

     You may reach one of our Institutional  Service  Representatives by calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your plan administrator or financial intermediary.


30 How to Invest with American Century Investments  American Century Investments


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
     The price of your shares is also referred to as their net asset value.  Net
asset value is determined  by  calculating  the total value of a Fund's  assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding.  For all  American  Century  funds  except funds issued by American
Century Target  Maturities  Trust, net asset value is determined as of the close
of regular trading on each day that the New York Stock Exchange is open, usually
3 p.m. Central time. Net asset values for Target Maturities funds are determined
one hour prior to the close of the Exchange.

     Investments  and  requests  to redeem or exchange  shares will  receive the
share price next determined  after receipt by us of the investment or redemption
or exchange request. For example, investments and requests to redeem or exchange
shares of a fund received by us or one of our agents before the time as of which
the net  asset  value of the fund is  determined,  are  effective  on,  and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter are effective on, and receive the price determined
as of the close of the Exchange on the next day the Exchange is open.

     Investments  are  considered  received only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the funds is determined.
    

     Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

   
     Investment and transaction  instructions received by us on any business day
by mail  prior to the time as of which the net asset  value is  determined  will
receive that day's price.  Investments and instructions received after that time
will receive the price determined on the next business day.
    

     If you invest in Fund shares through an employer-sponsored  retirement plan
or  other  financial  intermediary,  it  is  the  responsibility  of  your  plan
recordkeeper or financial  intermediary to transmit your purchase,  exchange and
redemption requests to the Funds' transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the Funds'  procedures or any contractual  arrangement  with the
Funds or the Funds' distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

     The valuation of assets for  determining  net asset value may be summarized
as follows:

     Portfolio  securities of each Fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  are  generally  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. Depending on local convention
or regulation,  securities traded over-the-counter are priced at the mean of the
latest bid and asked prices,  or at the last sale price.  When market quotations
are not readily available,  securities and other assets are valued at fair value
as  determined  in  accordance   with   procedures   adopted  by  the  Board  of
Directors/Trustees.

     Debt  securities not traded on a principal  securities  exchange are valued
through  valuations  obtained from a commercial  pricing  service or at the most
recent  mean of the bid and asked  prices  provided  by  investment  dealers  in
accordance with procedures established by the Board of Directors/Trustees.

   
     Pursuant  to  a   determination   by  the  Money  Market  Funds'  Board  of
Directors/Trustees  and Rule 2a-7 under the Investment  Company Act of 1940 (the
"Invest-ment  Company  Act"),  portfolio  securities  of the Funds are valued at
amortized cost. When a security is valued at amortized cost, it is valued at its
cost when  purchased,  and  thereafter  by assuming a constant  amortization  to
maturity of any discount or pre-
    


Prospectus                        Additional Information You Sould Know    31


mium, regardless of the impact of fluctuating interest rates on the market value
of the instrument.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

     The net  asset  values of the Funds are  published  in  leading  newspapers
daily.  The yields of the Money  Market  Funds are  published  weekly in leading
financial publications and daily in many local newspapers. The net asset values,
as well as yield  information  on the Funds and the other funds in the  American
Century family of funds,  may also be obtained by calling us or by accessing our
Web site at www.americancentury.com.

DISTRIBUTIONS

   
     At the close of each day including  Saturdays,  Sundays and  holidays,  net
income  of the  U.S.  Treasury  Funds  and  the  Mortgage  Securities  Funds  is
determined and declared as a distribution. The distribution will be paid monthly
on the last Friday of each month,  except for year-end  distributions which will
be made on the last  business  day of the  year.  For the  Money  Market  Funds,
dividends are declared and credited (i.e.,  available for redemption)  daily and
distributed monthly on the last Friday of each month.
    

     You will  begin to  participate  in the  distributions  the day after  your
purchase is  effective.  See "When Share Price is  Determined,"  page 31. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all  shares  are  redeemed  (other  than by  CheckWriting),  the
distribution  on the  redeemed  shares  will be  included  with your  redemption
proceeds.

   
     Distributions  from net realized capital gains in the Variable Price Funds,
if any,  generally  are  declared  and paid once a year,  but the Funds may make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment Company Act. The Money Market Funds do not
expect to realize any long-term capital gains and, accordingly, do not expect to
make any capital gains distributions.
    

     Participants  in  employer-sponsored   retirement  or  savings  plans  must
reinvest all distributions. For shareholders investing through taxable accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b)  plans  paid  in  cash  only  if you  are at  least  591/2  years  old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date. Please consult our Investor Services Guide for
further information regarding your distribution options.

   
     A distribution from shares of a U.S.  Treasury or Mortgage  Securities Fund
does not  increase the value of your shares or your total  return.  At any given
time the value of your shares  includes  the  undistributed  net gains,  if any,
realized  by the Fund on the sale of  portfolio  securities,  and  undistributed
dividends and interest received, less Fund expenses.
    

     Because such gains and  dividends are included in the value of your shares,
when they are  distributed  the value of your shares is reduced by the amount of
the  distribution.  If you buy your shares through a taxable account just before
the distribution,  you will pay the full price for your shares, and then receive
a portion of the purchase price back as a taxable distribution.

TAXES

     Each Fund has elected to be taxed as a regulated  investment  company under
Subchapter M of the Internal  Revenue  Code,  which means that to the extent its
income is distributed to shareholders, it pays no income taxes.

TAX-DEFERRED ACCOUNTS

     If Fund  shares are  purchased  through  tax-deferred  accounts,  such as a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  paid by the Funds will generally not be subject to current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

     Employer-sponsored retirement and savings plans are governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.


32  Additional Information You Should Know          American Century Investments


TAXABLE ACCOUNTS

     If Fund shares are purchased through taxable accounts, distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income, except as described below. The dividends from net income of the
Funds do not qualify for the 70%  dividends-received  deduction for corporations
since they are derived  from  interest  income.  Dividends  representing  income
derived from tax-exempt bonds generally retain the bonds'  tax-exempt  character
in a shareholder's  hands.  Distributions  from net long-term  capital gains are
taxable as long-term  capital  gains  regardless  of the length of time you have
held the shares on which such distributions are paid.  However,  you should note
that any loss realized upon the sale or redemption of shares held for six months
or less  will be  treated  as a  long-term  capital  loss to the  extent  of any
distribution of long-term capital gain to you with respect to such shares.

   
     Inflation-Adjusted  Securities  purchased  by  Inflation-Adjusted  Treasury
accrue  additional  interest for federal  income tax purposes in addition to the
current  interest  paid.  This  additional  interest is commonly  referred to as
"imputed  income."  Inflation-Adjusted  Treasury  must  distribute  this imputed
income to  shareholders  as  ordinary  income  dividends,  which are  subject to
federal  taxes but  generally  exempt  from  state  taxes.  In  periods  of high
inflation,  it is possible that the imputed income earned by  Inflation-Adjusted
Treasury will exceed current interest earned.
    

     Distributions  are taxable to you  regardless  of whether they are taken in
cash or reinvested,  even if the value of your shares is below your cost. If you
purchase shares shortly before a capital gain distribution,  you must pay income
taxes on the  distribution,  even though the value of your investment (plus cash
received, if any) will not have increased.  In addition,  the share price at the
time you purchase shares may include  unrealized gains in the securities held in
the  investment  portfolio  of the  Fund.  If  these  portfolio  securities  are
subsequently  sold and the gains are  realized,  they  will,  to the  extent not
offset by capital losses,  be paid to you as a distribution of capital gains and
will be taxable to you as short-term or long-term capital gains.

     In January of the year following the  distribution,  if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

     Distributions  may also be subject to state and local taxes, even if all or
a  substantial  part of such  distribution  are  derived  from  interest on U.S.
government  obligations  which,  if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to Fund  shareholders  when a Fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

   
     If you have not complied with certain  provisions  of the Internal  Revenue
Code,  we are  required by federal  law to withhold  and remit to the IRS 31% of
reportable  payments (which may include dividends,  capital gains  distributions
and  redemptions).  Those  regulations  require  you to certify  that the Social
Security number or tax identification number you provide is correct and that you
are not subject to 31% withholding for previous  under-reporting to the IRS. You
will be  asked  to  make  the  appropriate  certification  on your  application.
Payments   reported  by  us  that  omit  your  Social  Security  number  or  tax
identification number will subject us to a penalty of $50, which will be charged
against  your account if you fail to provide the  certification  by the time the
report is filed, and is not refundable.
    

     Redemption of shares of a Fund (including  redemptions  made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will generally  recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of Fund shares,  the reinvestment in additional Fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the Internal  Revenue Code,  resulting in a postponement  of the  recognition of
such loss for federal income tax purposes.


Prospectus                       Additional Information You Should Know    33


MANAGEMENT

   
INVESTMENT MANAGEMENT

     All of the Funds except Capital  Preservation  and Capital  Preservation II
are series of the American Century Government Income Trust (the "Trust").  Under
the  laws of the  Commonwealth  of  Massachusetts,  the  Board  of  Trustees  is
responsible for managing the business and affairs of the Trust.  Acting pursuant
to an  investment  management  agreement  entered into with the Funds,  American
Century Investment  Management,  Inc. (ACIM) serves as the investment manager of
each of the Funds except Capital  Preservation and Capital  Preservation II. Its
principal place of business  American  Century Tower,  4500 Main Street,  Kansas
City,  Missouri 64111.  American Century  Investment  Management,  Inc. has been
providing investment advisory services to investment companies and institutional
clients since it was founded in 1958.

     American  Century  Capital  Preservation  Fund,  Inc. and American  Century
Capital Preservation Fund II, Inc. are the assumed names of Capital Preservation
Fund,  Inc.  and  Capital   Preservation   Fund  II,  Inc.,   respectively  (the
"Companies") and are both California  corporations.  Capital Preservation is the
sole series of American  Century Capital  Preservation  Fund,  Inc., and Capital
Preservation II is the sole series of American Century Capital Preservation Fund
II, Inc.  Under the laws of the State of  California,  the Board of Directors is
responsible for managing the business and affairs of the Companies. The Board of
Directors of the Companies is identical in  composition to the Board of Trustees
of the Trust.

     Acting  pursuant to an  investment  advisory  agreement  entered  into with
Capital Preservation and Capital Preservation II, Benham Management  Corporation
serves  as  the  investment   advisor  of  Capital   Preservation   and  Capital
Preservation  II. Its  principal  place of  business  is 1665  Charleston  Road,
Mountain  View,  California  94043.  Benham  Management   Corporation  has  been
providing investment advisory services to investment companies and other clients
since it was founded in 1971 as is wholly-owned by American  Century  Companies,
Inc., the parent company of American Century Investment Management, Inc.
    

     The Manager  supervises and manages the  investment  portfolio of each Fund
and directs the purchase and sale of their investment securities.  It utilizes a
team of portfolio  managers,  assistant  portfolio  managers and analysts acting
together to manage the assets of the Funds.  The team meets  regularly to review
portfolio  holdings and to discuss purchase and sale activity.  The team adjusts
holdings  in the Funds'  portfolios  as it deems  appropriate  in pursuit of the
Funds' investment  objectives.  Individual portfolio manager members of the team
may also  adjust  portfolio  holdings of the Funds or of sectors of the Funds as
necessary between team meetings.

     The portfolio  manager members of the teams managing the Funds described in
this  Prospectus and their work experience for the last five years are listed as
follows:

     ROBERT  V.  GAHAGAN  has  been  primarily  responsible  for the  day-to-day
operations of Short-Term  Treasury since March, 1996. He is a Vice President and
Portfolio  Manager.  Mr.  Gahagan has a B.A. and M.B.A.  from the  University of
Missouri  in  Kansas  City and has over 12 years of  investment  experience.  He
joined American Century in 1983.

     BRIAN HOWELL has been primarily  responsible  for the management of Capital
Preservation  and  Government  Agency since May,  1995.  Mr.  Howell  joined the
Manager in 1987 as a research  analyst and was promoted to his current  position
in January 1994.

   
     DENISE TABACCO has been primarily responsible for the day-to-day operations
of Capital  Preservation  II since June,  1995, and has co-managed  both Capital
Preservation and Government  Agency since January,  1996. Ms. Tabacco joined the
Manager  in 1988,  the  Portfolio  Department  in 1991 and was  promoted  to her
current position in 1995.
    

     DAVID  SCHROEDER  joined  the  Manager  in  1990  and  has  been  primarily
responsible for the day-to-day  operations of  Intermediate-Term  Treasury since
January,  1992, and Long-Term Treasury since September,  1992. Mr. Schroeder has
co-managed the GNMA Fund since January, 1996.

     CASEY  COLTON  has  co-managed  the GNMA  Fund  since  January,  1994,  and
Intermediate-Term  Treasury,  and Long-Term  Treasury since  January,  1996. Mr.
Colton joined the Manager in 1990 as a Municipal Analyst and was promoted to his
current position in


34   Additional Information You Should Know         American Century Investments


1995. Mr. Colton is a Chartered Financial Analyst (CFA).

     NEWLIN RANKIN has been primarily  responsible for the day-to-day operations
of the ARM Fund since  January,  1995, and has  co-managed  Short-Term  Treasury
since March,  1996.  Mr. Rankin joined the Manager in 1994 and prior to that was
Assistant Vice-President at Wells Fargo Bank from 1991 to 1993.

   
     The activities of American Century Investment Management,  Inc. are subject
only to directions of the Trust's  Board of Trustees.  The  activities of Benham
Management  Corporation are subject only to directions of the Company's Board of
Directors. American Century Investment Management, Inc. pays all the expenses of
the Trust's Funds except brokerage,  taxes, portfolio insurance,  interest, fees
and expense of the non-interested  person directors (including counsel fees) and
extraordinary  expenses.  See "Expenses" for information about the expenses paid
by Capital Preservation and Capital Preservation II.

     For the  services  provided  to each Fund of the  Trust,  American  Century
Investment Management,  Inc. receives a monthly fee based on a percentage of the
average net assets of the Fund. The annual rate at which this fee is assessed is
determined monthly in a two-step process:  First, a fee rate schedule is applied
to the  assets of all of the funds of its  investment  category  managed  by the
Manager (the "Investment  Category Fee"). For example,  when calculating the fee
for a Money Market Fund,  all of the assets of the money market funds managed by
the Manager are aggregated.  The three  investment  categories are: Money Market
Funds,  Bond Funds and Equity  Funds.  Second,  a separate fee rate  schedule is
applied to the assets of all of the funds  managed by the Manager (the  "Complex
Fee").  The  Investment  Category  Fee and the  Complex  Fee are  then  added to
determine  the  unified  management  fee  payable  by the  Fund to the  Manager.
Currently,  the  Investment  Category  Fee for each of the  Trust's  Funds is an
annual rate of the average net assets of the Fund as follows: Government Agency,
0.18%; Short-Term Treasury,  Intermediate-Term  Treasury and Long-Term Treasury,
0.22%;  Inflation-Adjusted  Treasury,  0.20%; and ARM Fund and GNMA Fund, 0.30%.
The Complex Fee is  currently  an annual rate of 0.30% of the average net assets
of each of the Trust's Funds.  Further  information about the calculation of the
annual management fee is contained in the Statement of Additional Information.

     For the services provided to Capital  Preservation and Capital Preservation
II by Benham Management  Corporation,  each pay Benham Management  Corporation a
monthly investment advisory fee equal to the dollar amount derived from applying
the Fund's average daily net assets to an investment advisory fee schedule.  The
investment  advisory  fee rate ranges  from 0.50% to 0.19% of average  daily net
assets dropping as the Funds' respective assets increase.

     On the first  business day of each month,  the Funds pay a  management  fee
(advisory fee in the case of Capital  Preservation and Capital  Preservation II)
to its Manager for the previous  month at the  specified  rate.  The fee for the
previous month is calculated by multiplying the applicable fee for a Fund by the
aggregate average daily closing value of a Fund's net assets during the previous
month  by a  fraction,  the  numerator  of which  is the  number  of days in the
previous month and the denominator of which is 365 (366 in leap years).
    

CODE OF ETHICS

     The Funds and the Manager  have adopted a Code of Ethics,  which  restricts
personal  investing  practices by  employees of the Manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information about the purchase or sale of securities in the Funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These  provisions  are  designed  to  ensure  that  the  interests  of the  Fund
shareholders come before the interests of the people who manage those Funds.

TRANSFER AND ADMINISTRATIVE SERVICES

   
     American  Century  Services  Corporation,  4500 Main  Street,  Kansas City,
Missouri 64111, acts as transfer agent and dividend-paying  agent for the Funds.
It provides facilities, equipment and personnel to the Funds. For administrative
services, Capital Preservation and Capital Preservation II each pay the transfer
agent a monthly  fee equal to its pro rata  share of the dollar  amount  derived
from applying the aver-
    


Prospectus                       Additional Information You Should Know    35


   
age  daily  net  assets  of  all of  the  Funds  managed  by  Benham  Management
Corporation.  The  administrative fee rate ranges from 0.11% to 0.08% of average
daily  net  assets,   dropping  as  assets  managed  by  the  Benham  Management
Corporation  increase.  For transfer agent services,  Capital  Preservation  and
Capital  Preservation  II each pay the  transfer  agent a  monthly  fee for each
shareholder  account  maintained and for each shareholder  transaction  executed
during that month.  With respect to  administrative  services and transfer agent
services to the Funds of the Trust,  American  Century  Services  Corporation is
paid for such services by American Century Investment Management, Inc.

     The Funds charge no sales  commissions,  or "loads," of any kind.  However,
investors  who do not choose to purchase or sell Fund shares  directly  from the
transfer   agent  may   purchase   or  sell  Fund  shares   through   registered
broker-dealers and other qualified service  providers,  who may charge investors
fees for their services.  These  broker-dealers and service providers  generally
provide  shareholder,  administrative  and/or  accounting  services  which would
otherwise be provided by the transfer agent. To accommodate these investors, the
Manager and its affiliates have entered into agreements with some broker-dealers
and service  providers to provide  these  services.  Fees for such  services are
borne  normally by the Funds at the rates  normally paid to the transfer  agent,
which would otherwise provide the services. Any distribution expenses associated
with these arrangements are borne by the Manager.

     From time to time,  special  services  may be offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses  associated with these special services will be paid by the Manager
or its affiliates.

     The Manager and the transfer  agent are both wholly owned by ACC.  James E.
Stowers Jr.,  Chairman of the Board of Directors of ACC,  controls ACC by virtue
of his ownership of a majority of its common stock.

Special Meeting of Shareholders

     At a Special Meeting of Shareholders held on July 30, 1997, shareholders of
each of the Funds  except  Capital  Preservation  and  Capital  Preservation  II
approved,  among other  things,  a new  Management  Agreement  between the Funds
(except Capital  Preservation and Capital Preservation II) with American Century
Investment Management,  Inc. This new Management Agreement will become effective
on  August  1,  1997 and  replaces  these  Funds'  current  investment  advisory
agreement with Benham Management  Corporation,  an affiliate of American Century
Investment Management, Inc.

     At the meeting,  shareholders of the Funds (except Capital Preservation and
Capital Preservation II) also ratified the selection of Coopers & Lybrand LLP as
the  independent  auditors for each Fund's  current fiscal year and approved the
adoption of  standardized  investment  limitations  by  amending or  eliminating
certain of these Funds' fundamental  investment  limitations.  These changes are
reflected  in  this  Prospectus  Supplement  and in  the  revised  Statement  of
Additional  Information of the Funds (except  Capital  Preservation  and Capital
Preservation II).

AGREEMENT AND PLAN OF REORGANIZATION

     In addition,  shareholders of Capital Preservation and Capital Preservation
II approved an Agreement and Plan of Reorganization with American Century-Benham
Capital  Preservation Fund, a series of American Century Government Income Trust
(the "new CPF"). The new CPF is identical in investment objective and investment
management technique to Capital Preservation.

     The Agreement was approved by shareholders of each of Capital  Preservation
and Capital  Preservation II at a Special  Meeting of Shareholders  held on July
30, 1997. The reorganization is expected to occur on August 30, 1997.  Following
the   reorganization,   shareholders   of  Capital   Preservation   and  Capital
Preservation  II will own  shares  of the new CPF in the same  dollar  amount as
their Capital  Preservation  and Capital  Preservation II shares at the close of
business on August 30, 1997.
    

DISTRIBUTION OF FUND SHARES

     The Funds' shares are distributed by American Century Investment  Services,
Inc. (the  "Distributor"),  a registered  broker-dealer  and an affiliate of the
Manager. The Manager pays all expenses for promot-


36   Additional Information You Should Know         American Century Investments


ing and distributing  the Fund shares offered by this  Prospectus.  The Funds do
not  pay any  commissions  or  other  fees to the  Distributor  or to any  other
broker-dealers  or financial  intermediaries in connection with the distribution
of Fund shares.

EXPENSES

   
     Capital Preservation and Capital Preservation II each pay certain operating
expenses  directly,  including,  but not limited to: custodian,  audit and legal
fees;  fees  of  the  independent  directors;  costs  of  printing  and  mailing
prospectuses,  statements of additional information,  proxy statements,  notices
and reports to shareholders;  insurance  expenses;  and costs of registering the
funds'  shares  for sale  under  federal  and  state  securities  laws.  See the
Statement  of  Additional   Information  for  a  more  detailed   discussion  of
independent Director compensation.
    

FURTHER INFORMATION ABOUT AMERICAN CENTURY

   
     American  Century Capital  Preservation,  Inc. and American Century Capital
Preservation  II, Inc. were organized as California  corporations on October 28,
1971 and April 2, 1980,  respectively.  The American Century  Government  Income
Trust was organized as a Massachusetts  business trust in July 24, 1985. Capital
Preservation,  Capital  Preservation II and the Trust are diversified,  open-end
management investment  companies.  Their business and affairs are managed by its
officers under the direction of their respective Boards.
    

     The  principal  office of the Funds is American  Century  Tower,  4500 Main
Street, P.O. Box 419200, Kansas City, Missouri 64141-6200. All inquiries made by
mail should be directed  to the  address and phone  numbers on the cover,  or by
phone to 1-800-345-2021 (international calls: 816-531-5575).

     Capital  Preservation and Capital  Preservation II issue shares with no par
value. The remaining Funds are individual  series of the Trust which also issues
shares with no par value. The assets belonging to each series of shares are held
separately by the custodian and in effect each series is a separate fund.

     Each share, irrespective of series, is entitled to one vote for each dollar
of net asset value  applicable to such share on all  questions,  except,  in the
case of the Trust, those matters which must be voted on separately by the series
of shares affected.  Matters affecting only one Fund are voted upon only by that
Fund.

     Shares of the Trust have non-cumulative voting rights, which means that the
holders of more than 50% of the votes cast in an election of Trustees  can elect
all of the  Trustees  if they  choose to do so, and in such event the holders of
the remaining votes will not be able to elect any person or persons to the Board
of Trustees.  Shares of the Companies have cumulative  voting rights only to the
extent  conferred upon them by California  law, which gives  shareholders of the
Companies  the right to  cumulate  votes in the  election  (or  removal)  of the
Companies' respective directors.

     Unless  required by the 1940 Act, it will not be necessary for the Trust or
the Companies to hold annual meetings of shareholders. As a result, shareholders
may not vote  each  year on the  election  of  members  of their  Boards  or the
appointment  of auditors.  However,  pursuant to the Trust's and the  Companies'
by-laws,  the holders of shares  representing at least 10% of the votes entitled
to be cast may request that the Trust or the Company, as the case may be, hold a
special meeting of  shareholders.  The Trust or the Companies will assist in the
communication with other shareholders.

     WE  RESERVE  THE  RIGHT  TO  CHANGE  ANY OF  ITS  POLICIES,  PRACTICES  AND
PROCEDURES  DESCRIBED IN THIS PROSPECTUS,  INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION,  WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN THOSE  INSTANCES  WHERE
SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

     THIS  PROSPECTUS  CONSTITUTES AN OFFER TO SELL SECURITIES OF A FUND ONLY IN
THOSE STATES WHERE THE FUND'S SHARES HAVE BEEN REGISTERED OR OTHERWISE QUALIFIED
FOR SALE. A FUND WILL NOT ACCEPT  APPLICATIONS  FROM PERSONS  RESIDING IN STATES
WHERE THE FUND'S SHARES ARE NOT REGISTERED.


Prospectus                       Additional Information You Should Know    37


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

   
Investor Services:
1-800-345-2021 or 816-531-5575
    

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865

Fax: 816-340-7962

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9708           [recycled logo]
SH-BKT-9245       Recycled
<PAGE>
                                   PROSPECTUS

                            [american century logo]
                                    American
                                  Century(sm)

   
                                 August 1, 1997
    


                                     BENHAM
                                    GROUP(R)


                              Capital Preservation

[front cover]

                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS


American Century  Investments offers you nearly 70 fund choices covering stocks,
bonds, money markets,  specialty investments and blended portfolios. To help you
find the funds that may meet your investment needs,  American Century funds have
been divided into three groups based on investment  style and objectives.  These
groups, which appear below, are designed to help simplify your fund decisions.


                          AMERICAN CENTURY INVESTMENTS


     Benham Group         American Century Group    Twentieth Century(R) Group

  MONEY MARKET FUNDS        ASSET ALLOCATION &
 GOVERNMENT BOND FUNDS        BALANCED FUNDS              GROWTH FUNDS
DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS     INTERNATIONAL FUNDS
 MUNICIPAL BOND FUNDS         SPECIALTY FUNDS

Capital Preservation



   
                                   PROSPECTUS
                                 AUGUST 1, 1997
    


                              CAPITAL PRESERVATION


                    AMERICAN CENTURY GOVERNMENT INCOME TRUST


American  Century  Government  Income  Trust  is  a  part  of  American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering a variety of  investment  opportunities.  One of the money market funds
from our Benham  Group  that  invests in U.S.  Treasury  securities,  the Benham
Capital  Preservation  Fund (the "Fund"),  is described in this Prospectus.  Its
investment  objectives are listed on page 2 of this Prospectus.  The other funds
are described in separate prospectuses.

American Century offers investors a full line of no-load funds, investments that
have no sales charges or commissions.

   
This Prospectus gives you information about the Fund that you should know before
investing.  Please  read this  Prospectus  carefully  and  retain it for  future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated August 1, 1997,  and filed with the  Securities  and Exchange
Commission  ("SEC").  It is incorporated  into this Prospectus by reference.  To
obtain a copy without charge, call or write:
    


                          American Century Investments
                       4500 Main Street o P.O. Box 419200
                Kansas City, Missouri 64141-6200 o 1-800-345-2021
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-444-3485
                        Internet: www.americancentury.com

Additional   information,   including  this  Prospectus  and  the  Statement  of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

INVESTMENTS  IN THE FUND ARE NOT INSURED,  NOR ARE THEY  GUARANTEED  BY THE U.S.
GOVERNMENT OR ANY OTHER AGENCY. THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE
TO MAINTAIN A $1.00 SHARE PRICE.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


Prospectus                                                                     1


                        INVESTMENT OBJECTIVES OF THE FUND


AMERICAN CENTURY--BENHAM CAPITAL
PRESERVATION FUND

Capital  Preservation  is a money  market  fund which seeks  maximum  safety and
liquidity.  Its secondary  objective is to seek to pay  shareholders the highest
rate of  return on their  investment  in the Fund  consistent  with  safety  and
liquidity.  The Fund intends to pursue its  investment  objectives  by investing
exclusively in short-term U.S. Treasury securities guaranteed by the direct full
faith and credit pledge of the U.S. government and maintaining a dollar-weighted
average portfolio maturity of not more than 90 days.

              There is no assurance that the Fund will achieve its
                             investment objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUND TO GIVE  ANY  INFORMATION  OR MAKE  ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN  MATERIAL ISSUED BY OR ON BEHALF OF THE FUND, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

2  Investment Objectives                            American Century Investments


                                TABLE OF CONTENTS


Investment Objectives of the Fund.....................................2
Transaction and Operating Expense Table...............................4
Financial Highlights..................................................5

INFORMATION REGARDING THE FUND

   
Investment Policies of the Fund.......................................6
Risk Factors and Investment Techniques................................6
    U.S. Treasury Securities..........................................6
Other Investment Practices, Their Characteristics
    and Risks.........................................................6
    When-Issued and Forward Commitment
       Agreements.....................................................6
    Other Techniques..................................................7
Performance Advertising...............................................7
    

American Century Investments..........................................8
Investing in American Century.........................................8
How to Open an Account................................................8
     By Mail..........................................................8
     By Wire..........................................................8
     By Exchange......................................................9
     In Person........................................................9
    Subsequent Investments............................................9
     By Mail..........................................................9
     By Telephone.....................................................9
     By Online Access.................................................9
     By Wire..........................................................9
     In Person........................................................9
    Automatic Investment Plan.........................................9
How to Exchange from One Account to Another ..........................9
     By Mail ........................................................10
     By Telephone....................................................10
     By Online Access................................................10
How to Redeem Shares.................................................10
     By Mail ........................................................10
     By Telephone....................................................10
     By Check-A-Month................................................10
     Other Automatic Redemptions.....................................10
    Redemption Proceeds..............................................10
     By Check........................................................10
     By Wire and ACH.................................................10
    Redemption of Shares in Low-Balance Accounts.....................10
Signature Guarantee..................................................11
Special Shareholder Services.........................................11
     Automated Information Line......................................11
     Online Account Access...........................................11
     CheckWriting....................................................11
     Tax-Qualified Retirement Plans..................................12
Important Policies Regarding Your Investments........................12
Reports to Shareholders..............................................13
Employer-Sponsored Retirement Plans and
    Institutional Accounts...........................................13

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price..........................................................14
    When Share Price Is Determined...................................14
    How Share Price Is Determined....................................14
    Where to Find Yield Information..................................14
Distributions........................................................14
Taxes   .............................................................15
    Tax-Deferred Accounts............................................15
    Taxable Accounts.................................................15
Management...........................................................15
    Investment Management............................................15
    Code of Ethics...................................................16
    Transfer and Administrative Services.............................16
Distribution of Fund Shares..........................................17
Further Information About American Century...........................17

Prospectus                                                 Table of Contents   3


                     TRANSACTION AND OPERATING EXPENSE TABLE


                                                            Capital Preservation


SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases..........................    none
Maximum Sales Load Imposed on Reinvested Dividends...............    none
Deferred Sales Load..............................................    none
Redemption Fee(1)................................................    none
Exchange Fee.....................................................    none

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)
Management Fees(2)..............................................     0.48%
12b-1 Fees.......................................................    none
Other Expenses(3)...............................................     0.00%
Total Fund Operating Expenses...................................     0.48%

EXAMPLE:
You would pay the following expenses on a                  1 year     $ 5
$1,000 investment, assuming a 5% annual return and        3 years     15
redemption at the end of each time period:                5 years     27
                                                         10 years     60


(1)  Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) A portion of the management fee may be paid by American  Century  Investment
Management,  Inc.  (the  "Manager")  to  unaffiliated  third parties who provide
recordkeeping and  administrative  services that would otherwise be performed by
an affiliate  of the  Manager.  See  "Management  - Transfer and  Administrative
Services," page 16.

   
(3) Other expenses, which include the fees and expenses (including legal counsel
fees) of those  Trustees  who are not  "interested  persons"  as  defined in the
Investment  Company Act of 1940 are  estimated to be 0.0038 of 1% of average net
assets for the most recent fiscal year.
    

The purpose of the above table is to help you  understand  the various costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection  with  an  investment  in the  shares  of the  Fund  offered  by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES  SHOWN ABOVE SHOULD BE CONSIDERED
INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES.  ACTUAL RETURNS AND EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.



4  Transaction and Operating Expense Table          American Century Investments

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                              CAPITAL PRESERVATION


The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP,  independent auditors whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The semiannual and annual reports  contain  additional
performance  information  and will be made  available  upon  request and without
charge.  The  information  presented is for a share  outstanding  throughout the
years ended March 31, except as noted.

   

                                      1997     1996     1995    1994    1993(1)  1992     1991    1990   1989    1988

PER-SHARE DATA
Net Asset Value,
<S>                                  <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>    <C>     <C>  
Beginning of Period................. $1.00    $1.00    $1.00   $1.00    $1.00    $1.00    $1.00   $1.00  $1.00   $1.00
                                     -----    -----    -----   -----    -----    -----    -----   -----  -----   -----

Income From Investment Operations
   Net Investment Income ...........  0.05     0.05     0.04    0.03     0.01     0.04     0.06    0.07   0.08    0.06
Distributions
   From Net Investment Income....... (0.05)   (0.05)   (0.04)  (0.03)   (0.01)   (0.04)   (0.06)  (0.07) (0.08)  (0.06)
                                     -----    -----    -----   -----    -----    -----    -----   -----  -----   ----- 

Net Asset Value, End of Period...... $1.00    $1.00    $1.00   $1.00    $1.00    $1.00    $1.00   $1.00  $1.00   $1.00
                                     =====    =====    =====   =====    =====    =====    =====   =====  =====   =====

   TOTAL RETURN(2).................. 4.82%    5.21%    4.31%   2.63%    1.35%    3.88%    6.27%   7.77%  8.27%   6.30%

RATIOS/SUPPLEMENTAL DATA
   Ratio of Operating Expenses
   to Average Net Assets(3)......... 0.49%    0.51%    0.50%   0.51%   0.50%(4)  0.51%    0.52%   0.56%  0.57%   0.59%
   Ratio of Net Investment Income
   to Average Net Assets(3)......... 4.66%    5.07%    4.24%   2.59%  2.68%(4)   3.82%    6.03%   7.50%  8.00%   6.08%
   Net Assets, End
   of Period (in millions)..........$2,978   $3,078   $2,883  $2,787   $2,943   $3,046   $3,376  $3,099 $2,737  $2,187

(1) The  Fund's  fiscal  year-end  was  changed  from  September  30 to March 31
beginning with the period ended March 31, 1993,  resulting in a six-month period
in 1993.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions, if any, and are not annualized.

(3)  The ratios for the periods subsequent to March 31, 1995 include expenses paid through expense offset arrangements.

(4)  Annualized.
    
</TABLE>


Prospectus                                              Financial Highlights   5


                         INFORMATION REGARDING THE FUND


INVESTMENT POLICIES OF THE FUND

The Fund has adopted certain  investment  restrictions that are set forth in the
Statement  of  Additional  Information.  Those  restrictions,  as  well  as  the
investment  objectives of the Fund  identified on page 2 of this  Prospectus and
any other investment  policies designated as "fundamental" in this Prospectus or
in  the  Statement  of  Additional   Information,   cannot  be  changed  without
shareholder  approval.  The Fund has implemented  additional investment policies
and  practices  to  guide  its  activities  in the  pursuit  of  its  investment
objectives.  These policies and practices,  which are described  throughout this
Prospectus,  are not  designated  as  fundamental  policies  and may be  changed
without shareholder approval.

The Fund seeks to maintain a $1.00 share price,  although  there is no guarantee
it will be able to do so. Shares of the Fund are neither  insured nor guaranteed
by the U.S. government.

The Fund seeks maximum safety and liquidity.  Its secondary objective is to seek
to pay its  shareholders  the highest rate of return on their  investment in the
Fund  consistent  with safety and  liquidity.  The Fund  pursues its  investment
objectives by investing  exclusively  in  short-term  U.S.  Treasury  securities
guaranteed  by the direct full faith and credit  pledge of the U.S.  government.
The Fund's dollar-weighted average portfolio maturity will not exceed 90 days.

While the risks associated with investing in short-term U.S. Treasury securities
are very low, an investment in the Fund is not risk-free.

RISK FACTORS AND INVESTMENT TECHNIQUES

The  obligations  in which the Fund may invest  differ from one another in their
interest rates,  maturities,  dates of issuance and interest payment  schedules.
The pertinent  features of the types of obligations in which the Fund may invest
are described in this section.

U.S. TREASURY SECURITIES

U.S.  Treasury  bills,  notes,  zero-coupon  bonds,  and other  bonds are direct
obligations  of the U.S.  Treasury,  which has never  failed to pay interest and
repay principal when due. Treasury bills have initial  maturities of one year or
less,  Treasury  notes from two to ten years,  and  Treasury  bonds more than 10
years.  Although U.S. Treasury securities carry little principal risk if held to
maturity,  the  prices of these  securities  (like all debt  securities)  change
between issuance and maturity in response to fluctuating market interest rates.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

For additional  information  regarding the investment practices of the Fund, see
the Statement of Additional Information.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

   
The Fund may sometimes  purchase new issues of  securities  on a when-issued  or
forward  commitment  basis when, in the opinion of American  Century  Investment
Management  Inc. (the  "Manager")  such  purchases  will further the  investment
objectives of the Fund.  The price of  when-issued  securities is established at
the time the  commitment to purchase is made.  Delivery of and payment for these
securities  typically  occurs 3 to 10 days  after the  commitment  to  purchase.
Market  rates of interest  on debt  securities  at the time of  delivery  may be
higher or lower than those  contracted  for on the  security.  Accordingly,  the
value of the  security may decline  prior to  delivery,  which could result in a
loss to the  Fund.  A  separate  account  for  the  Fund  consisting  of cash or
appropriate  liquid  securities  in an amount at least equal to the  when-issued
commitments  will be established  and maintained  with the custodian.  No income
will accrue to the Fund prior to delivery.
    


6  Information Regarding the Fund                   American Century Investments


OTHER TECHNIQUES

The  Manager  may buy  other  types of  securities  or  employ  other  portfolio
management  techniques on behalf of the Fund. When SEC guidelines  require it to
do so, the Fund will set aside cash or appropriate liquid assets in a segregated
account to cover the Fund's obligations.

PERFORMANCE ADVERTISING

From time to time, the Fund may advertise performance data. Fund performance may
be shown by presenting one or more performance measurements, including yield and
effective yield.

A quotation of yield  reflects the Fund's income over a stated period  expressed
as a percentage of its share price.  Yield is calculated by measuring the income
generated  by an  investment  in the Fund over a  seven-day  period (net of Fund
expenses).  This  income  is then  annualized,  that is,  the  amount  of income
generated by the investment over the seven-day period is assumed to be generated
over each  similar  period  each week  throughout  a full year and is shown as a
percentage of the  investment.  The  effective  yield is calculated in a similar
manner but, when  annualized,  the income earned by the investment is assumed to
be  reinvested.  The  effective  yield will be  slightly  higher  than the yield
because of the compounding effect on the assumed reinvestment.

Yields are calculated  according to accounting  methods that are standardized in
accordance  with SEC rules.  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.

   
The Fund may also include in advertisements data comparing  performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services or IBC's Money Fund Report) and  publications  that monitor
the  performance  of  mutual  funds.   Performance  information  may  be  quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  Fund  performance  may be  compared to  well-known  indices of market
performance  including  the IBC's  Money  Fund  Average  and Bank  Rate  Monitor
National Index of 2 1/2-year CD rates. Fund performance may also be compared, on
a relative basis, to other funds in our fund family.  This relative  comparison,
which may be based upon historical or expected fund  performance,  volatility or
other fund  characteristics,  may be presented  numerically,  graphically  or in
text.  Fund  performance may also be combined or blended with other funds in our
fund family,  and that  combined or blended  performance  may be compared to the
same indices to which individual funds may be compared.
    

All performance  information  advertised by the Fund is historical in nature and
is not  intended to represent or  guarantee  future  results.  The value of Fund
shares when redeemed may be more or less than their original cost.

Prospectus                                    Information Regarding the Fund   7


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

The  Fund  offered  by  this  Prospectus  is a  part  of  the  American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-2021  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

INVESTING IN AMERICAN CENTURY

The  following  section  explains  how to  invest  in  American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

If  you   own  or  are   considering   purchasing   Fund   shares   through   an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 13.

HOW TO OPEN AN ACCOUNT

To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You must also certify whether you are subject
to withholding  for failing to report income to the IRS.)  Investments  received
without a certified taxpayer identification number will be returned.

The minimum investment is $2,500 ($1,000 for IRA accounts).

The  minimum  investment  requirements  may  be  different  for  some  types  of
retirement  accounts.  Call one of our  Investor  Services  Representatives  for
information  on  our  retirement  plans,  which  are  available  for  individual
investors or for those investing through their employers.

Please note: If you register your account as belonging to multiple owners (e.g.,
as joint  tenants)  you must  provide  us with  specific  authorization  on your
application in order for us to accept written or telephone  instructions  from a
single owner. Otherwise,  all owners will have to agree to any transactions that
involve the account  (whether the transaction  request is in writing or over the
telephone).

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S. dollars to
American Century Investments.

BY WIRE

You may make your initial  investment by wiring funds. To do so, call us or mail
a completed application and provide your bank with the following information:

o RECEIVING BANK AND ROUTING NUMBER:
  Commerce Bank, N.A. (101000019)

o BENEFICIARY (BNF):
  American Century Services Corporation
  4500 Main St., Kansas City, Missouri 64111

o BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
  2804918

o REFERENCE FOR BENEFICIARY (RFB):
  American  Century  account number into which you are  investing.  If more than
  one, leave blank and see "Bank to Bank Information" below.

o ORIGINATOR TO BENEFICIARY (OBI):
  Name and address of owner of account into which you are investing.

o BANK TO BANK INFORMATION
  (BBI OR FREE FORM TEXT):
  o Taxpayer identification or Social Security number
  o If more than one account,  account numbers and amount to be invested in each
    account.


8  How to Invest with American Century Investments  American Century Investments


  o Current tax year, previous tax year or rollover designation if an IRA. 
    Specify whether IRA, SEP-IRA, SARSEP-IRA, SIMPLE Employer or SIMPLE 
    Employee.

BY EXCHANGE

Call  1-800-345-2021  from 7 a.m. to 7 p.m.  Central time to get  information on
opening an account by exchanging from another American Century account. See this
page for more information on exchanges.

IN PERSON

If you prefer to work with a representative  in person,  please visit one of our
Investor Centers, located at:

  4500 Main Street
  Kansas City, Missouri 64111

  4917 Town Center Drive
  Leawood, Kansas 66211

  1665 Charleston Road
  Mountain View, California 94043

  2000 S. Colorado Blvd.
  Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

Subsequent  investments may be made by an automatic bank,  payroll or government
direct deposit (see "Automatic  Investment  Plan" on this page) or by any of the
methods below. The minimum  investment  requirement for subsequent  investments:
$250 for checks  submitted  without the  investment  slip  portion of a previous
statement or confirmation, $50 for all other types of subsequent investments.

BY MAIL

When making subsequent investments,  enclose your check with the investment slip
portion of the confirmation of a previous investment.  If the investment slip is
not available, indicate your name, address and account number on your check or a
separate  piece of paper.  (Please  be aware  that the  investment  minimum  for
subsequent investments is higher without an investment slip.)

BY TELEPHONE

Once your  account is open,  you may make  investments  by telephone if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank  account.  You may  call an  Investor  Services  Representative  or use our
Automated Information Line.

BY ONLINE ACCESS

Once  your  account  is  open,  you may  make  investments  online  if you  have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

BY WIRE

You  may  make  subsequent   investments  by  wire.  Follow  the  wire  transfer
instructions on page 8 and indicate your account number.

IN PERSON

You may make  subsequent  investments in person at one of our Investor  Centers.
The locations of our four Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

You  may  elect  on  your  application  to  make  investments  automatically  by
authorizing us to draw on your bank account regularly.  Such investments must be
at least the  equivalent  of $50 per  month.  You also may  choose an  automatic
payroll or government  direct  deposit.  If you are  establishing a new account,
check the appropriate box under  "Automatic  Investments" on your application to
receive  more  information.  If you  would  like to add a direct  deposit  to an
existing account, please call one of our Investor Services Representatives.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

   
As long as you meet any minimum investment  requirements,  you may exchange your
Fund shares to our other funds.  An exchange  request will be processed the same
day it is  received  if it is  received  before the funds' net asset  values are
calculated,  which is one hour prior to the close of the New York Stock Exchange
for the funds in American Century Target  Maturities  Trust, and at the close of
the Exchange for all of our other funds.  See "When Share Price is  Determined,"
page 14.
    

For any single  exchange,  the shares of each fund  being  acquired  must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.


Prospectus                   How to Invest with American Century Investments   9


BY MAIL

You may direct us in writing to exchange  your shares from one American  Century
account to another. For additional information, please see our Investor Services
Guide.

BY TELEPHONE

You can make  exchanges  over the  telephone  (either with an Investor  Services
Representative or using our Automated Information Line--see page 11) if you have
authorized  us to  accept  telephone  instructions.  You can  authorize  this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.

BY ONLINE ACCESS

You can make exchanges  online if you have authorized us to accept  instructions
over the Internet.  You can authorize this by selecting  "Full Services" on your
application or by calling us at 1-800-345-2021 to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time.  Redemptions  will be made
at the next net asset value  determined after a complete  redemption  request is
received.

Please  note that a request  to redeem  shares in an IRA or 403(b)  plan must be
accompanied  by an  executed  IRS  Form  W4-P  and a reason  for  withdrawal  as
specified by the IRS.

BY MAIL

Your written  instructions  to redeem  shares may be made either by a redemption
form,  which we will send to you upon  request,  or by a letter  to us.  Certain
redemptions may require a signature guarantee. Please see "Signature Guarantee,"
page 11.

BY TELEPHONE

If you have authorized us to accept telephone instructions,  you may redeem your
shares by calling an Investor Services Representative.

BY CHECK-A-MONTH

You may redeem  shares by  Check-A-Month.  A  Check-A-Month  plan  automatically
redeems  enough  shares  each month to provide you with a check in an amount you
choose  (minimum $50). To set up a Check-A-Month  plan,  please call and request
our Check-A-Month brochure.

OTHER AUTOMATIC REDEMPTIONS

You may elect to make redemptions  automatically by authorizing us to send funds
directly to you or to your account at a bank or other financial institution.  To
set up automatic redemptions, call one of our Investor Services Representatives.

REDEMPTION PROCEEDS

Please  note  that  shortly  after a  purchase  of  shares  is made by  check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

Ordinarily,  all redemption  checks will be made payable to the registered owner
of the  shares  and will be  mailed  only to the  address  of  record.  For more
information, please refer to our Investor Services Guide.

BY WIRE AND ACH

You may  authorize  us to transmit  redemption  proceeds  by wire or ACH.  These
services will be effective 15 days after we receive the authorization.

Your bank will  usually  receive  wired funds  within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Wired  funds  are  subject  to a $10 fee to cover  bank wire  charges,  which is
deducted from redemption proceeds.  Once the funds are transmitted,  the time of
receipt and the funds' availability are not under our control.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

Whenever  the shares held in an account  have a value of less than the  required
minimum,  a letter will be sent advising you of the necessity to bring the value


10 How to Invest with American Century Investments  American Century Investments


of the  shares  held in the  account up to the  minimum.  If action is not taken
within 90 days of the  letter's  date,  the shares held in the  account  will be
redeemed  and the  proceeds  from the  redemption  will be sent by check to your
address of record. We reserve the right to increase the investment minimums.

SIGNATURE GUARANTEE

To protect your accounts from fraud,  some transactions will require a signature
guarantee.  Which transactions will require a signature guarantee will depend on
which service options you elect when you open your account.  For example, if you
choose "In Writing Only," a signature guarantee will be required when:

o  redeeming more than $25,000; or

o  establishing  or  increasing  a  Check-A-Month  or  automatic  transfer on an
existing account.

You may obtain a signature guarantee from a bank or trust company, credit union,
broker-dealer,  securities  exchange or association,  clearing agency or savings
association, as defined by federal law.

For a more in-depth  explanation of our signature  guarantee  policy,  or if you
live outside the United  States and would like to know how to obtain a signature
guarantee, please consult our Investor Services Guide.

We reserve the right to require a signature guarantee on any transaction,  or to
change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several  service  options to make your account easier to manage.  These
are listed on the account  application.  Please  make note of these  options and
elect the ones that are  appropriate  for you. Be aware that the "Full Services"
option offers you the most  flexibility.  You will find more  information  about
each of these service options in our Investor Services Guide.

Our special investor services include:

AUTOMATED INFORMATION LINE

We offer an Automated  Information  Line, 24 hours a day,  seven days a week, at
1-800-345-8765.  By calling the Automated  Information  Line,  you may listen to
fund prices,  yields and total return  figures.  You may also use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  If you have authorized us to accept telephone  instructions,  you
also may exchange shares from one fund to another via the Automated  Information
Line.  Redemption  instructions  cannot be given via the  Automated  Information
Line.

ONLINE ACCOUNT ACCESS

You may contact us 24 hours a day, seven days a week at  www.americancentury.com
to access  your funds'  daily  share  prices,  receive  updates on major  market
indexes  and view  historical  performance  of your funds.  If you select  "Full
Services" on your application,  you can use your personal access code and Social
Security  number  to view your  account  balances  and  account  activity,  make
subsequent  investments  from your bank account or exchange shares from one fund
to another.

CHECKWRITING

We offer CheckWriting as a service option for your account.  CheckWriting allows
you to redeem shares in your account by writing a draft  ("check")  against your
account balance. (Shares held in certificate form may not be redeemed by check.)
There is no limit on the number of checks  you can  write,  but each one must be
for at least $100.

When you write a check,  you will  continue to receive  dividends  on all shares
until your check is presented  for payment to our clearing  bank.  If you redeem
all shares in your account by check,  any accrued  distributions on the redeemed
shares will be paid to you in cash on the next monthly distribution date.

If you want to add CheckWriting to an existing account that offers CheckWriting,
contact us by telephone or mail for an appropriate form. For a new account,  you
may elect  CheckWriting  on your  purchase  application  by  choosing  the "Full
Services"  option.  CheckWriting is not available for any account held in an IRA
or 403(b) plan.

CheckWriting  redemptions may only be made on checks provided by us.  Currently,
there is no charge for checks or for the CheckWriting service.

We will return checks drawn on insufficient  funds or on funds from  investments
made by any means


Prospectus                   How to Invest with American Century Investments  11


other than by wire within the  previous 15 days.  Neither the
company nor our clearing bank will be liable for any loss or expenses associated
with  returned  checks.  Your  account may be assessed a $15 service  charge for
checks drawn on insufficient funds.

A stop payment may be ordered on a check written  against your account.  We will
use reasonable  efforts to stop a payment,  but we cannot guarantee that we will
be able to do so. If we are successful in fulfilling a stop-payment  order, your
account may be assessed a $15 fee.

TAX-QUALIFIED RETIREMENT PLANS

The Fund is available for your  tax-deferred  retirement  plan. Call or write us
and request the appropriate forms for:

o Individual Retirement Accounts (IRAs);

o 403(b)  plans  for  employees  of  public  school   systems  and   non-profit
  organizations; or

o Profit sharing plans and pension plans for corporations and other employers.

If your IRA and 403(b) accounts do not total $10,000, each account is subject to
an annual $10 fee, up to a total of $30 per year.

You can also  transfer  your  tax-deferred  plan to us from  another  company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

Every account is subject to policies that could affect your  investment.  Please
refer to the Investor Services Guide for further  information about the policies
discussed below, as well as further detail about the services we offer.

(1) We reserve the right for any reason to suspend the  offering of shares for a
period of time, or to reject any specific purchase order (including purchases by
exchange).  Additionally,  purchases  may be refused  if, in the  opinion of the
Manager, they are of a size that would disrupt the management of the Fund.

(2) We reserve the right to make changes to any stated investment  requirements,
including  those  that  relate  to  purchases,  transfers  and  redemptions.  In
addition,  we may also alter,  add to or  terminate  any  investor  services and
privileges.  Any changes may affect all  shareholders  or only certain series or
classes of shareholders.

(3) Shares being acquired must be qualified for sale in your state of residence.

(4) Transactions  requesting a specific price and date will be refused. Once you
have mailed or otherwise  transmitted your transaction  instructions to us, they
may not be modified or canceled.

(5) If a  transaction  request  is made by a  corporation,  partnership,  trust,
fiduciary,  agent  or  unincorporated  association,  we  will  require  evidence
satisfactory to us of the authority of the individual making the request.

(6) We have  established  procedures  designed  to assure  the  authenticity  of
instructions received by telephone. These procedures include requesting personal
identification  from callers,  recording  telephone calls, and providing written
confirmations  of  telephone  transactions.  These  procedures  are  designed to
protect shareholders from unauthorized or fraudulent instructions.  If we do not
employ reasonable procedures to confirm the genuineness of instructions, then we
may be liable for losses due to  unauthorized  or fraudulent  instructions.  The
company,  its transfer agent and investment  advisor will not be responsible for
any loss due to instructions they reasonably believe are genuine.

(7) All signatures should be exactly as the name appears in the registration. If
the owner's name appears in the registration as Mary Elizabeth Jones, she should
sign that way and not as Mary E. Jones.

(8) Unusual stock market  conditions have in the past resulted in an increase in
the number of  shareholder  telephone  calls.  If you  experience  difficulty in
reaching us during such periods,  you may send your transaction  instructions by
mail,  express  mail or courier  service,  or you may visit one of our  Investor
Centers.  You may also use our Automated  Information Line if you have requested
and received an access code and are not attempting to redeem shares.

(9) If you fail to provide us with the correct certified taxpayer identification
number,  we may reduce any  redemption  proceeds by $50 to 


12 How to Invest with American Century Investments  American Century Investments


cover the penalty  the IRS will impose on us for failure to report your  correct
taxpayer identification number on information reports.

(10) We will perform special inquiries on shareholder  accounts.  A research fee
of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter,  we will send you a consolidated  statement
that summarizes all of your American Century holdings,  as well as an individual
statement for each fund you own that reflects all year-to-date  activity in your
account. You may request a statement of your account activity at any time.

With  the  exception  of  most  automatic   transactions   and  transactions  by
CheckWriting, each time you invest, redeem, transfer or exchange shares, we will
send  you  a  confirmation  of  the  transaction.   Transactions   initiated  by
CheckWriting  will be confirmed on a monthly  basis.  See the Investor  Services
Guide for more detail.

Carefully review all the information relating to transactions on your statements
and  confirmations  to ensure  that your  instructions  were acted on  properly.
Please  notify us  immediately  in writing if there is an error.  If you fail to
provide  notification of an error with reasonable  promptness,  i.e.,  within 30
days of  non-automatic  transactions  or  within  30  days  of the  date of your
consolidated quarterly statement, in the case of automatic transactions, we will
deem you to have ratified the transaction.

No later than January  31st of each year,  we will send you reports that you may
use in completing your U.S. income tax return.  See the Investor  Services Guide
for more information.

Each year, we will send you an annual and a semiannual  report  relating to your
fund,  each of which is  incorporated  herein by  reference.  The annual  report
includes audited financial  statements and a list of portfolio  securities as of
the  fiscal  year  end.  The  semiannual  report  includes  unaudited  financial
statements  for the first six  months of the fiscal  year,  as well as a list of
portfolio  securities at the end of the period. You also will receive an updated
prospectus at least once each year.  Please read these materials  carefully,  as
they will help you understand your Fund.

EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS

Information  contained in our Investor  Services Guide pertains to  shareholders
who  invest   directly   with   American   Century   rather   than   through  an
employer-sponsored retirement plan or through a financial intermediary.

If  you   own  or  are   considering   purchasing   Fund   shares   through   an
employer-sponsored retirement plan, your ability to purchase shares of the Fund,
exchange them for shares of other American  Century funds,  and redeem them will
depend on the terms of your plan.

If  you  own  or  are  considering   purchasing  Fund  shares  through  a  bank,
broker-dealer,  insurance company or other financial intermediary,  your ability
to purchase,  exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

You may  reach  one of our  Institutional  Service  Representatives  by  calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your plan administrator or financial intermediary.


Prospectus                   How to Invest with American Century Investments  13


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net asset
value is  determined  by  calculating  the  total  value of the  Fund's  assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding.  For all American  Century  funds except  American  Century  Target
Maturities  Trust, net asset value is determined at the close of regular trading
on each day that the New York Stock  Exchange  is open,  usually 3 p.m.  Central
time. Net asset value for Target  Maturities is determined one hour prior to the
close of the Exchange.

Investments  and  requests to redeem or exchange  shares will  receive the share
price next  determined  after  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares of a fund  received by us or one of our agents before the net asset value
of the Fund is  determined,  are  effective  on,  and  will  receive  the  price
determined,  that day.  Investment,  redemption and exchange  requests  received
thereafter  are effective on, and receive the price  determined on, the next day
the Exchange is open.

Investments  are considered  received only when payment is received by us. Wired
funds are considered  received on the day they are deposited in our bank account
if they are deposited before the net asset value is determined.

Investments by telephone  pursuant to your prior  authorization to us to draw on
your bank account are considered received at the time of your telephone call.

Investment and  transaction  instructions  received by us on any business day by
mail before the net asset value is  determined  will  receive  that day's price.
Investments  and  instructions  received  after that time will receive the price
determined on the next business day.

If you invest in Fund shares through an  employer-sponsored  retirement  plan or
other financial intermediary, it is the responsibility of your plan recordkeeper
or financial  intermediary  to transmit your  purchase,  exchange and redemption
requests to the Fund's  transfer agent prior to the applicable  cut-off time for
receiving orders and to make payment for any purchase transactions in accordance
with the Fund's  procedures or any contractual  arrangement with the Fund or the
Fund's distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

   
Pursuant to a determination  by the Fund's Board of Trustees and Rule 2a-7 under
the Investment  Company Act of 1940 (the  "Investment  Company Act"),  portfolio
securities of the Fund are valued at amortized  cost.  When a security is valued
at amortized  cost, it is valued at its cost when  purchased,  and thereafter by
assuming a  constant  amortization  to  maturity  of any  discount  or  premium,
regardless of the impact of  fluctuating  interest  rates on the market value of
the instrument.
    

WHERE TO FIND YIELD INFORMATION

The yield of the Fund is published weekly in leading financial  publications and
daily in many  local  newspapers.  Yield  information  may also be  obtained  by
calling us or by accessing our Web site at www.americancentury.com.

DISTRIBUTIONS

At the close of each day including  Saturdays,  Sundays and holidays,  dividends
are declared and credited (i.e., available for redemption) daily and distributed
monthly on the last Friday of each month.

You will begin to participate in the  distributions  the day after your purchase
is effective.  See "When Share Price is Determined," on this page. If you redeem
shares,  you  will  receive  the  distribution  declared  for  the  day  of  the
redemption.  If all  shares  are  redeemed  (other  than by  CheckWriting),  the
distribution  on the  redeemed  shares  will be  included  with your  redemption
proceeds.

The  Fund  does  not  expect  to  realize  any  long-term   capital  gains  and,
accordingly, does not expect to make any capital gains distributions.


14 Additional Information You Should Know           American Century Investments


Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.    For   shareholders   investing   through   taxable   accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b)  plans  paid  in  cash  only  if you are at  least  59 1/2  years  old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date. Please consult our Investor Services Guide for
further information regarding your distribution options.

TAXES

The Fund has  elected to be taxed under  Subchapter  M of the  Internal  Revenue
Code,  which means that to the extent its income is distributed to shareholders,
it pays no income taxes.

TAX-DEFERRED ACCOUNTS

If Fund shares are purchased through tax-deferred accounts,  such as a qualified
employer-sponsored   retirement  or  savings  plan,  income  and  capital  gains
distributions  paid  by the  Fund  will  generally  not be  subject  to  current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored  retirement  and  savings  plans are  governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If Fund shares are purchased  through  taxable  accounts,  distributions  of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income, except as described below. The dividends from net income of the
Fund do not qualify for the 70%  dividends-received  deduction for  corporations
since they are derived from interest income.

Distributions are taxable to you regardless of whether they are taken in cash or
reinvested, even if the value of your shares is below your cost. If you purchase
shares shortly before a capital gain distribution,  you must pay income taxes on
the distribution,  even though the value of your investment (plus cash received,
if any) will not have increased.

In  January  of the year  following  the  distribution,  if you own  shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

Distributions  may also be  subject to state and local  taxes,  even if all or a
substantial  part  of  such  distribution  are  derived  from  interest  on U.S.
government  obligations  which,  if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

   
If you have not complied with certain  provisions of the Internal  Revenue Code,
we are  required  by  federal  law to  withhold  and  remit  to the  IRS  31% of
reportable  payments (which may include dividends,  capital gains  distributions
and  redemptions).  Those  regulations  require  you to certify  that the Social
Security number or tax identification number you provide is correct and that you
are not subject to 31% withholding for previous  under-reporting to the IRS. You
will be  asked  to  make  the  appropriate  certification  on your  application.
Payments   reported  by  us  that  omit  your  Social  Security  number  or  tax
identification number will subject us to a penalty of $50, which will be charged
against  your account if you fail to provide the  certification  by the time the
report is filed. That charge is not refundable.
    

MANAGEMENT

INVESTMENT MANAGEMENT

American  Century-Benham  Capital  Preservation Fund is a diversified,  open-end
series of American Century Government Income Trust (the "Trust"), organized as a
Massachusetts  business  trust on July 24, 1985,  that was formerly known as the
Benham  Government  Income  Trust.   Under  the  laws  of  the  Commonwealth  of
Massachusetts,  the Board of Trustees is  responsible  for managing the business
and affairs of the Trust.


Prospectus                            Additional Information You Should Know  15


Acting  pursuant to an  investment  management  agreement  entered into with the
Trust,  American Century Investment  Management,  Inc. (the "Manager") serves as
the  investment  manager of the Fund.  The Manager  pays all the expenses of the
Fund except brokerage,  taxes, interest, fees and expenses of the non-interested
person  Trustees  (including  counsel  fees)  and  extraordinary  expenses.  Its
principal place of business is American Century Tower, 4500 Main Street,  Kansas
City,  Missouri  64111.  The  Manager  has been  providing  investment  advisory
services to investment companies and other clients since 1958.

The Manager  supervises  and manages the  investment  portfolio  of the Fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the  assets of the Fund.  The Fund's  team meets  regularly  to review
portfolio  holdings and to discuss purchase and sale activity.  The team adjusts
holdings  in the  portfolio  as it deems  appropriate  in  pursuit of the Fund's
investment objectives. Individual portfolio manager members of the team may also
adjust portfolio holdings of the Fund as necessary between team meetings.

The  portfolio  manager  members  of the team  managing  the Fund and their work
experience for the last five years are as follows:

AMY O'DONNELL has been primarily  responsible  for the day-to-day  management of
Capital  Preservation  since May, 1997. Ms. O'Donnell  joined Benham  Management
Corporation ("BMC"), a predecessor to the Manager, in 1987 as a research analyst
and was promoted to her current position in 1992.

DENISE  TABACCO has co-managed  Capital  Preservation  since January,  1996. Ms.
Tabacco joined BMC in 1988, the Portfolio Department in 1991 and was promoted to
her current position in 1995.

The  activities  of the Manager are subject  only to  direction  of the Board of
Trustees.  Each  series  of the Trust  (except  Capital  Preservation)  pays the
Manager a monthly  investment  advisory  fee equal to its pro rata  share of the
dollar amount  derived from applying the Trust's  average daily net assets to an
investment advisory fee schedule.

   
For the  services  provided  to Capital  Preservation,  the  Manager  receives a
monthly fee based on a  percentage  of the  average net assets of the Fund.  The
annual rate at which this fee is assessed  is  determined  monthly in a two-step
process: First, a fee rate schedule is applied to the assets of all of the money
market funds managed by the Manager (the "Investment  Category Fee").  Second, a
separate fee rate  schedule is applied to the assets of all of the funds managed
by the Manager (the "Complex Fee"). The Investment  Category Fee and the Complex
Fee are then added to determine the unified  management  fee payable by the Fund
to the Manager. Currently the Investment Category Fee is an annual rate of 0.18%
of the  average  net assets of the Fund.  The  Complex  Fee is an annual rate of
0.30% of the  average  net  assets of the Fund.  Further  information  about the
calculation  of the annual  management  fee is  contained  in the  Statement  of
Additional Information.
    

On the first  business day of each month,  the Fund pays a management fee to the
Manager for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the Fund by the
aggregate  average  daily  closing  value of the Fund's  net  assets  during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

CODE OF ETHICS

The Fund and the Manager have adopted a Code of Ethics, which restricts personal
investing practices by employees of the Manager and its affiliates.  Among other
provisions,   the  Code  of  Ethics  requires  that  employees  with  access  to
information  about the purchase or sale of  securities  in the Fund's  portfolio
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These  provisions  are  designed  to  ensure  that  the  interests  of the  Fund
shareholders come before the interests of the people who manage the Fund.

TRANSFER AND ADMINISTRATIVE SERVICES

American Century Services Corporation,  4500 Main Street, Kansas City, Missouri,
64111 acts as transfer agent and dividend-paying agent for the Fund. It provides
facilities, equipment and personnel


16 Additional Information You Should Know           American Century Investments


to the Fund and is paid for such services by the Manager.

Certain  recordkeeping  and  administrative  services  that would  otherwise  be
performed  by the transfer  agent may be  performed  by an insurance  company or
other  entity  providing  similar  services for various  retirement  plans using
shares of the Fund as a funding medium, by broker-dealers and financial advisors
for their  customers  investing in shares of American  Century or by sponsors of
multi  mutual  fund no- or  low-transaction  fee  programs.  The  Manager  or an
affiliate  may  enter  into  contracts  to pay them for such  recordkeeping  and
administrative services out of its management fee.

Although there is no sales charge levied by the Fund,  transactions in shares of
the  Fund may be  executed  by  brokers  or  investment  advisors  who  charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer  or financial  advisor and not remitted to the Fund or the
Manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.

From time to time,  special services may be offered to shareholders who maintain
higher  share  balances in our family of funds.  These  services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions,  newsletters and a team of personal representatives.  Any expenses
associated  with  these  special  services  will be paid by the  Manager  or its
affiliates.

The Manager and the  transfer  agent are both wholly  owned by American  Century
Companies,  Inc.  James E.  Stowers  Jr.,  Chairman of the Board of Directors of
American Century Companies, Inc. owns a majority of its common stock.

DISTRIBUTION OF FUND SHARES

The Fund's shares are distributed by American Century Investment Services,  Inc.
(the "Distributor"), a registered broker-dealer and an affiliate of the Manager.
The Manager pays all expenses for promoting and distributing the Fund's shares.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

The Trust is an open-end management  investment company. Its principal office of
the Trust is American Century Tower, 4500 Main Street,  P.O. Box 419200,  Kansas
City, Missouri 64141-6200.  All inquiries may be made by mail to that address or
by telephone to 1-800-345-2021 (international calls: 816-531-5575).

The Fund is an  individual  series of the Trust which issues  shares with no par
value.  The assets belonging to each series of shares are held separately by the
custodian and in effect each series is a separate fund.

Each share is entitled to one vote.  Matters affecting only one series are voted
upon only by that series.

Shares have non-cumulative  voting rights,  which means that the holders of more
than 50% of the  votes  cast in an  election  of  Trustees  can elect all of the
Trustees if they choose to do so, and in such event the holders of the remaining
votes will not be able to elect any person or persons to the Board of Trustees.

Unless required by the Investment  Company Act, it will not be necessary for the
Trust to hold annual meetings of shareholders. As a result, shareholders may not
vote each year on the  election  of  Trustees or the  appointment  of  auditors.
However,  pursuant to the Trust's by-laws, the holders of shares representing at
least 10% of the votes  entitled  to be cast may  request  that the Trust hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

WE RESERVE THE RIGHT TO CHANGE ANY OF THE  POLICIES,  PRACTICES  AND  PROCEDURES
DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL INFORMATION,
WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN  THOSE  INSTANCES  WHERE  SHAREHOLDER
APPROVAL IS EXPRESSLY REQUIRED.

THIS  PROSPECTUS  CONSTITUTES  AN OFFER TO SELL  SECURITIES  OF THE FUND ONLY IN
THOSE STATES WHERE THE FUND'S SHARES HAVE BEEN REGISTERED OR OTHERWISE QUALIFIED
FOR SALE. THE FUND WILL NOT ACCEPT  APPLICATIONS FROM PERSONS RESIDING IN STATES
WHERE THE FUND'S SHARES ARE NOT REGISTERED.

Prospectus                            Additional Information You Should Know  17


                                      NOTES


18  Notes                                           American Century Investments


                                      NOTES


                                                                       Notes  19


                                      NOTES


20  Notes                                           American Century Investments


                                      NOTES


                                                                       Notes  21



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

Investor Services:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-444-3485

Fax: 816-340-7962

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9708           [recycled logo]
SH-BKT-9296       Recycled
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                             [american century logo]
                                    American
                                  Century(sm)

   
                                 AUGUST 1, 1997
    


                                 BENHAM GROUP(R)


                              Capital Preservation
                                Government Agency
                               Short-Term Treasury
                           Intermediate-Term Treasury
                               Long-Term Treasury
                                    ARM Fund
                                    GNMA Fund
                           Inflation-Adjusted Treasury

[front cover]

                       STATEMENT OF ADDITIONAL INFORMATION

   
                                 AUGUST 1, 1997
    


                    AMERICAN CENTURY GOVERNMENT INCOME TRUST


   
This Statement is not a prospectus  but should be read in  conjunction  with the
Funds' current  Prospectuses dated August 1, 1997. The Funds' annual reports for
the fiscal year ended March 31,  1997,  are  incorporated  herein by  reference.
Please retain this document for future reference. To obtain the Prospectus, call
American Century Investments  toll-free at 1-800-345-2021  (international calls:
816-531-5575), or write P.O. Box 419200, Kansas City, Missouri 64141-6200.
    


TABLE OF CONTENTS

   
Investment Policies and Techniques.............................. 2
Investment Restrictions......................................... 8
Portfolio Transactions...........................................9
Valuation of Portfolio Securities...............................10
Performance.....................................................10
Taxes...........................................................12
About the Trust.................................................13
Trustees and Officers...........................................14
Management......................................................15
Transfer and Administrative Services............................19
Distribution of Fund Shares.....................................19
Additional Purchase and Redemption Information..................20
Other Information...............................................21
    


NOTE: Throughout this document, Short-Term Treasury, Intermediate-Term Treasury,
Long-Term  Treasury,  ARM Fund,  GNMA Fund and  Inflation-Adjusted  Treasury are
referred to collectively as the "Variable-Price Funds." Capital Preservation and
Government Agency are referred to as the "Money Market Funds."



Statement of Additional Information                                           1


INVESTMENT POLICIES AND TECHNIQUES

The following  pages provide a more detailed  description  of the securities and
investment practices  identified in the Prospectus.  Unless otherwise noted, the
policies  described  in  this  Statement  of  Additional   Information  are  not
fundamental and may be changed by the Board of Trustees.

REPURCHASE AGREEMENTS (VARIABLE-PRICE FUNDS)

   
In a repurchase  agreement  (a "repo"),  a Fund buys a security at one price and
simultaneously agrees to sell it back to the seller at an agreed upon price on a
specified  date  (usually  within  seven days from the date of  purchase)  or on
demand.  The  repurchase  price  exceeds  the  purchase  price by an amount that
reflects an  agreed-upon  rate of return and that is  unrelated  to the interest
rate on the underlying security. Delay or losses could result if the other party
to the agreement defaults or becomes bankrupt.

The Funds may engage in repurchase  agreements  collateralized  by U.S. Treasury
bills,  notes, and bonds, or by  mortgage-backed  GNMA  certificates,  which are
guaranteed by the Government  National  Mortgage  Association  and backed by the
full faith and credit of the U.S. government.

Repos  may  involve  risks  not  associated  with  direct  investments  in  U.S.
government  debt  securities.  If the seller  fails to complete the terms of the
agreement,  the Fund may experience delays in recovering its cash or incur costs
in the disposal of securities it has purchased under the agreement. A Fund could
also suffer a loss if the securities decline in value before they can be sold in
the open market.

American  Century  Investment  Management,  Inc.  (the  "Manager")  attempts  to
minimize the risks associated with repurchase  agreements by adhering to written
guidelines which govern repurchase agreements.  These guidelines strictly govern
(i) the type of  securities  which may be  acquired  and held  under  repurchase
agreements;   (ii)  collateral   requirements   for  sellers  under   repurchase
agreements;  (iii) the amount of a Fund's net assets  that may be  committed  to
repurchase  agreements  that mature in more than seven days; and (iv) the manner
in which  the Fund  must take  delivery  of  securities  subject  to  repurchase
agreements. Moreover, the Board of Trustees reviews and approves, on a quarterly
basis, the  creditworthiness of brokers,  dealers and banks with whom a Fund may
enter into repurchase  agreements.  A Fund may enter into a repurchase agreement
only with an entity that appears on a list of those which have been  approved by
the Board as sufficiently creditworthy.

The Funds have received  permission from the Securities and Exchange  Commission
(SEC) to  participate  in joint  repurchase  agreements  collateralized  by U.S.
government  securities  with other  mutual  funds  advised by the Manager or its
affiliates. Joint repos are expected to increase the income a Fund can earn from
repo   transactions   without   increasing  the  risks   associated  with  these
transactions.

Under the Investment  Company Act of 1940 (the "Investment  Company Act"), repos
are considered to be loans.
    

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS (ALL FUNDS)

The Funds may engage in  securities  transactions  on a  when-issued  or forward
commitment basis, in which the transaction price and yield are each fixed at the
time the  commitment  is made,  but payment and delivery  occur at a future date
(typically 15 to 45 days later).

When purchasing  securities on a when-issued or forward  commitment  basis, each
Fund assumes the rights and risks of ownership,  including the risk of price and
yield  fluctuations.  Although a Fund will make  commitments to purchase or sell
securities with the intention of actually  receiving or delivering  them, it may
sell the securities  before the settlement date if doing so is deemed  advisable
as a matter of investment strategy.

   
In purchasing  securities on a when-issued or forward  commitment  basis, a Fund
will  establish  and maintain  until the  settlement  date a segregated  account
consisting of cash or appropriate  liquid  securities in an amount sufficient to
meet the purchase  price.  When the time comes to pay for such  securities,  the
Fund  will  meet  its  obligations  with  available  cash,  through  the sale of
securities,  or,  although it would not normally expect to do so, by selling the
when-issued securities themselves (which may have a market value greater or less
than the Fund's payment  obligation).  Selling securities to meet when-issued or
forward commitment obligations may generate taxable capital gains or losses.
    

2                                                   American Century Investments

ROLL TRANSACTIONS (ALL FUNDS EXCEPT CAPITAL PRESERVATION)

A Fund may sell a security  and at the same time make a  commitment  to purchase
the  same or a  comparable  security  at a  future  date  and  specified  price.
Conversely,  a  Fund  may  purchase  a  security  and at the  same  time  make a
commitment  to sell  the same or a  comparable  security  at a  future  date and
specified price. These types of transactions are executed simultaneously in what
are known as "dollar-rolls,"  "cash and carry," or financing  transactions.  For
example, a broker-dealer may seek to purchase a particular  security that a Fund
owns. The Fund will sell that security to the broker-dealer  and  simultaneously
enter into a forward commitment  agreement to buy it back at a future date. This
type of  transaction  generates  income for the Fund if the dealer is willing to
execute  the  transaction  at a  favorable  price in order to acquire a specific
security.  As  an  operating  policy,  the  Manager  limits  forward  commitment
transactions  (including roll  transactions) to 35% of a Fund's total assets and
will  not  enter  into  when-issued  or  forward  commitment  transactions  with
settlement dates that exceed 120 days.

   
When engaging in roll transactions,  the Fund will maintain until the settlement
date a segregated account consisting of cash or appropriate liquid securities in
an amount sufficient to meet the purchase price, as described above.
    

INTEREST RATE RESETS ON FLOATING-RATE  U.S.  GOVERNMENT  AGENCY  SECURITIES (ALL
FUNDS EXCEPT CAPITAL PRESERVATION)

Interest  rate  resets  on  floating-rate  U.S.   government  agency  securities
generally  occur at  intervals  of one year or less in  response to changes in a
predetermined  interest  rate index.  There are two main  categories of indexes,
those based on U.S.  Treasury  securities  and those  derived  from a calculated
measure,  such as a cost of funds  index.  Commonly  used  indexes  include  the
three-month,  six-month,  and one-year Treasury bill rate; the two-year Treasury
note yield;  the  Eleventh  District  Federal Home Loan Bank Cost of Funds Index
(EDCOFI);  and the London  Interbank  Offered Rate (LIBOR).  Fluctuations in the
prices  of  floating-rate  U.S.   government  agency  securities  are  typically
attributed  to  differences  between the coupon  rates on these  securities  and
prevailing market interest rates between interest rate reset dates.

MASTER DEMAND NOTES (GOVERNMENT AGENCY ONLY)

Government Agency may acquire  variable-rate  master demand notes issued by U.S.
government  agencies  such as the Student  Loan  Marketing  Association.  Master
demand  notes allow the Fund to lend money at varying  rates of  interest  under
direct agreements with borrowers. The Fund may adjust the amount of money loaned
under a master  demand note daily or weekly up to the full amount  specified  in
the  agreement,  and the  borrower  may prepay up to the full amount of the loan
without penalty. Master demand notes may or may not be backed by bank letters of
credit.  Although, as direct agreements between lenders and borrowers,  there is
no secondary  market for master demand notes,  these  instruments are redeemable
(immediately  repayable by the  borrower)  at par plus  accrued  interest at any
time.

SECURITIES LENDING (ALL FUNDS EXCEPT CAPITAL PRESERVATION AND  INTERMEDIATE-TERM
TREASURY)

   
The  Manager  has  received  approval  from the Board of  Trustees  to engage in
securities  lending  on  behalf  of the  Funds.  Such  loans  are made  with the
intention  of  allowing  the  Funds to earn  additional  income by  lending  its
portfolio  securities to banks and broker-dealers.  If a borrower defaulted on a
securities  loan,  the lending Fund could  experience  delays in recovering  the
securities it loaned; if the value of the loaned  securities  increased over the
value of the  collateral,  the Fund could suffer a loss. To minimize the risk of
default on securities loans, the Manager adheres to guidelines prescribed by the
Board of Trustees  governing  lending of securities.  These guidelines  strictly
govern (i) the type and amount of collateral  that must be received by the Fund;
(ii) the circumstances  under which additions to that collateral must be made by
borrowers; (iii) the return received by the Fund on the loaned securities;  (iv)
the  limitations  on the  percentage of Fund assets on loan;  and (v) the credit
standards applied in evaluating potential borrowers of portfolio securities.  In
addition,  the guidelines require that the Fund have the option to terminate any
loan of a portfolio  security at any time 
    

Statement of Additional Information                                            3

   
and set requirements for recovery of securities from borrowers.
    

MORTGAGE-BACKED SECURITIES (ARM FUND AND GNMA FUND)

BACKGROUND.  A mortgage-backed  security  represents an ownership  interest in a
pool of mortgage loans. The loans are made by financial  institutions to finance
home and other real estate purchases. As the loans are repaid, investors receive
payments of both interest and principal.

Like  fixed-income  securities  such as  U.S.  Treasury  bonds,  mortgage-backed
securities pay a stated rate of interest over the life of the security. However,
unlike  a bond,  which  returns  principal  to the  investor  in one lump sum at
maturity,  mortgage-backed  securities  return  principal  to  the  investor  in
increments over the life of the security.

Because  the timing and speed of  principal  repayments  vary,  the cash flow on
mortgage  securities  is  irregular.  If  mortgage  holders  sell  their  homes,
refinance their loans,  prepay their  mortgages,  or default on their loans, the
principal is distributed pro rata to investors.

As with  other  fixed-income  securities,  the  prices  of  mortgage  securities
fluctuate in response to changing  interest rates; when interest rates fall, the
prices of mortgage securities rise, and vice versa. Changing interest rates have
additional  significance  for  mortgage-backed  securities  investors,  however,
because they influence  prepayment  rates (the rates at which  mortgage  holders
prepay  their  mortgages),  which in turn  affect the yields on  mortgage-backed
securities.  When interest rates decline,  prepayment rates generally  increase.
Mortgage  holders take advantage of the opportunity to refinance their mortgages
at lower rates with lower monthly payments.  When interest rates rise,  mortgage
holders are less inclined to refinance their mortgages. The effect of prepayment
activity on yield depends on whether the mortgage-backed  security was purchased
at a premium or at a discount.

A Fund may get back  principal  sooner than it expected  because of  accelerated
prepayments. Under these circumstances, the Fund might have to reinvest returned
principal  at rates lower than it would have earned if principal  payments  were
made  on  schedule.  Conversely,  a  mortgage-backed  security  may  exceed  its
anticipated  life if  prepayment  rates  decelerate  unexpectedly.  Under  these
circumstances,  a Fund  might miss an  opportunity  to earn  interest  at higher
prevailing rates.

GINNIE MAE CERTIFICATES.  The Government National Mortgage  Association (GNMA or
Ginnie Mae) is a wholly owned  corporate  instrumentality  of the United  States
within the Department of Housing and Urban Development. The National Housing Act
of 1934 (Housing Act), as amended, authorizes Ginnie Mae to guarantee the timely
payment of interest and repayment of principal on  certificates  that are backed
by a pool of mortgage loans insured by the Federal Housing  Administration under
the  Housing  Act,  or by Title V of the  Housing  Act of 1949 (FHA  Loans),  or
guaranteed by the Veterans'  Administration under the Servicemen's  Readjustment
Act of 1944 (VA  Loans),  as  amended,  or by pools of other  eligible  mortgage
loans.  The  Housing  Act  provides  that the full  faith and credit of the U.S.
government  is pledged to the payment of all amounts  that may be required to be
paid under any guarantee.  Ginnie Mae has unlimited authority to borrow from the
U.S. Treasury in order to meet its obligations under this guarantee.

Ginnie Mae  certificates  represent a pro rata  interest in one or more pools of
the following types of mortgage  loans:  (a) fixed-rate  level payment  mortgage
loans; (b) fixed-rate  graduated  payment mortgage loans (GPMs);  (c) fixed-rate
growing equity mortgage loans (GEMs);  (d) fixed-rate  mortgage loans secured by
manufactured (mobile) homes (MHs); (e) mortgage loans on multifamily residential
properties  under   construction   (CLCs);   (f)  mortgage  loans  on  completed
multifamily  projects  (PLCs);  (g) fixed-rate  mortgage loans that use escrowed
funds to reduce the borrower's  monthly  payments  during the early years of the
mortgage loans (buydown mortgage loans); and (h) mortgage loans that provide for
payment  adjustments  based on periodic  changes in  interest  rates or in other
payment terms of the mortgage loans.

FANNIE MAE  CERTIFICATES.  The Federal National  Mortgage  Association  (FNMA or
Fannie Mae) is a federally chartered and privately owned corporation established
under the Federal  National  Mortgage  Association  Charter Act.  Fannie Mae was
originally  established in 1938 as a U.S.  government agency designed to provide
supplemental liquidity to the

4                                                   American Century Investments

mortgage market and was reorganized as a stockholder-owned and privately managed
corporation by  legislation  enacted in 1968.  Fannie Mae acquires  capital from
investors who would not ordinarily invest in mortgage loans directly and thereby
expands the total amount of funds  available for housing.  This money is used to
buy home mortgage loans from local lenders,  replenishing  the supply of capital
available for mortgage lending.

Fannie Mae  certificates  represent a pro rata  interest in one or more pools of
FHA Loans,  VA Loans,  or, most  commonly,  conventional  mortgage  loans (i.e.,
mortgage loans that are not insured or guaranteed by a  governmental  agency) of
the following types: (a) fixed-rate level payment mortgage loans; (b) fixed-rate
growing equity mortgage loans; (c) fixed-rate  graduated payment mortgage loans;
(d) adjustable-rate mortgage loans; and (e) fixed-rate mortgage loans secured by
multifamily projects.

Fannie  Mae  certificates  entitle  the  registered  holder to  receive  amounts
representing  a pro rata interest in scheduled  principal and interest  payments
(at the  certificate's  pass-through  rate,  which is net of any  servicing  and
guarantee fees on the underlying mortgage loans), any principal prepayments, and
a  proportionate  interest in the full  principal  amount of any  foreclosed  or
otherwise  liquidated mortgage loan. The full and timely payment of interest and
repayment of principal on each Fannie Mae  certificate  is  guaranteed by Fannie
Mae; this guarantee is not backed by the full faith and credit of the U.S.
government.

FREDDIE MAC CERTIFICATES.  The Federal Home Loan Mortgage  Corporation (FHLMC or
Freddie  Mac)  is a  corporate  instrumentality  of the  United  States  created
pursuant to the  Emergency  Home  Finance Act of 1970 (FHLMC  Act),  as amended.
Freddie  Mac  was  established  primarily  for the  purpose  of  increasing  the
availability of mortgage credit.  Its principal  activity consists of purchasing
first-lien conventional  residential mortgage loans (and participation interests
in such mortgage loans) and reselling these loans in the form of mortgage-backed
securities, primarily Freddie Mac certificates.

Freddie Mac  certificates  represent a pro rata  interest in a group of mortgage
loans (a Freddie Mac certificate  group)  purchased by Freddie Mac. The mortgage
loans underlying  Freddie Mac certificates  consist of fixed- or adjustable-rate
mortgage  loans with original terms to maturity of between ten and thirty years,
substantially  all of which are secured by  first-liens  on one- to  four-family
residential  properties or  multifamily  projects.  Each mortgage loan must meet
standards  set  forth in the FHLMC  Act.  A Freddie  Mac  certificate  group may
include whole loans, participation interests in whole loans, undivided interests
in whole loans,  and  participations  composing  another Freddie Mac certificate
group.

Freddie Mac guarantees to each  registered  holder of a Freddie Mac  certificate
the timely  payment of interest  at the rate  provided  for by the  certificate.
Freddie Mac also guarantees  ultimate collection of all principal on the related
mortgage  loans,  without  any  offset  or  deduction,  but  generally  does not
guarantee the timely repayment of principal.  Freddie Mac may remit principal at
any time after default on an underlying mortgage loan, but no later than 30 days
following (a) foreclosure  sale, (b) payment of a claim by any mortgage insurer,
or (c) the expiration of any right of redemption, whichever occurs later, and in
any event no later than one year after  demand has been made upon the  mortgager
for accelerated payment of principal.  Obligations guaranteed by Freddie Mac are
not backed by the full faith and credit of the U.S. government.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS). A CMO is a multiclass bond backed by
a pool of mortgage  pass-through  certificates or mortgage  loans.  CMO's may be
collateralized  by (a) Ginnie  Mae,  Fannie  Mae,  or Freddie  Mac  pass-through
certificates,  (b)  unsecuritized  mortgage loans insured by the Federal Housing
Administration  or  guaranteed  by the  Department  of  Veterans'  Affairs,  (c)
unsecuritized conventional mortgages, or (d) any combination thereof.

In  structuring  a CMO,  an issuer  distributes  cash  flow from the  underlying
collateral over a series of classes called  "tranches." Each CMO is a set of two
or more  tranches,  with average lives and cash flow  patterns  designed to meet
specific investment  objectives.  The average life expectancies of the different
tranches in a four-part deal, for example, might be two, five, seven, and twenty
years.

As payments on the underlying mortgage loans are collected,  the CMO issuer pays
the coupon rate of 

Statement of Additional Information                                            5

interest  to the  bondholders  in each  tranche.  At the outset,  scheduled  and
unscheduled principal payments go to investors in the first tranches.  Investors
in later  tranches do not begin  receiving  principal  payments  until the prior
tranches are paid off. This basic type of CMO is known as a "sequential  pay" or
"plain vanilla" CMO.

Some CMOs are structured so that the prepayment or market risks are  transferred
from one tranche to another.  Prepayment  stability is improved in some tranches
if other tranches absorb more prepayment variability.

The final  tranche of a CMO often  takes the form of a Z-bond,  also known as an
"accrual bond" or "accretion bond." Holders of these securities  receive no cash
until the earlier  tranches  are paid in full.  During the period that the other
tranches are outstanding,  periodic  interest  payments are added to the initial
face amount of the Z-bond but are not paid to investors. When the prior tranches
are retired, the Z-bond receives coupon payments on its higher principal balance
plus any principal prepayments from the underlying mortgage loans. The existence
of a Z-bond tranche helps stabilize cash flow patterns in the other tranches. In
a changing interest rate environment,  however, the value of the Z-bond tends to
be more volatile.

As CMOs have evolved, some classes of CMO bonds have become more prevalent.  The
planned  amortization  class (PAC) and targeted  amortization  class (TAC),  for
example,  were designed to reduce prepayment risk by establishing a sinking-fund
structure.  PAC and TAC bonds  assure to varying  degrees  that  investors  will
receive payments over a predetermined period under various prepayment scenarios.
Although  PAC and TAC bonds are  similar,  PAC bonds are better  able to provide
stable cash flows under various  prepayment  scenarios than TAC bonds because of
the order in which these tranches are paid.

The existence of a PAC or TAC tranche can create higher levels of risk for other
tranches in the CMO because the  stability of the PAC or TAC tranche is achieved
by creating at least one other  tranche-known as a companion bond,  support,  or
non-PAC  bond--that  absorbs the  variability of principal  cash flows.  Because
companion bonds have a high degree of average life  variability,  they generally
pay a higher yield. A TAC bond can have some of the prepayment  variability of a
companion bond if there is also a PAC bond in the CMO issue.

Floating-rate  CMO tranches  (floaters)  pay a variable rate of interest that is
usually  tied  to the  London  Interbank  Offered  Rate  (LIBOR).  Institutional
investors with  short-term  liabilities,  such as commercial  banks,  often find
floating-rate  CMOs  attractive  investments.  "Super  floaters"  (which float a
certain percentage above LIBOR) and "inverse floaters" (which float inversely to
LIBOR) are variations on the floater  structure  that have highly  variable cash
flows.

STRIPPED   MORTGAGE-BACKED   SECURITIES  (ARM  FUND  ONLY).   Stripped  mortgage
securities are created by segregating  the cash flows from  underlying  mortgage
loans or mortgage  securities to create two or more new securities,  each with a
specified  percentage  of  the  underlying   security's  principal  or  interest
payments.  Mortgage  securities may be partially  stripped so that each investor
class receives some interest and some principal.  When securities are completely
stripped,  however, all of the interest is distributed to holders of one type of
security, known as an interest-only security, or IO, and all of the principal is
distributed  to holders of another  type of security  known as a  principal-only
security,  or PO.  Strips  can be  created  in a  pass-through  structure  or as
tranches of a CMO.

The  market  values  of IOs and POs are  very  sensitive  to  interest  rate and
prepayment rate fluctuations.  POs, for example, increase (or decrease) in value
as interest rates decline (or rise). The price behavior of these securities also
depends  on  whether  the  mortgage  collateral  was  purchased  at a premium or
discount to its par value. Prepayments on discount coupon POs generally are much
lower than  prepayments on premium coupon POs. IOs may be used to hedge a Fund's
other investments  because prepayments cause the value of an IO strip to move in
the opposite direction from other mortgage-backed securities.

ADJUSTABLE-RATE MORTGAGE LOANS (ARMS). ARMs eligible for inclusion in a mortgage
pool will  generally  provide for a fixed initial  mortgage  interest rate for a
specified  period of time,  generally for either the first three,  six,  twelve,
thirteen,  thirty-six,  or sixty scheduled  monthly  payments.  Thereafter,  the
interest rates are subject to periodic adjustment based on changes in an index.

6                                                   American Century Investments

ARMs have minimum and maximum rates beyond which the mortgage  interest rate may
not vary over the  lifetime of the loan.  Certain  ARMs  provide for  additional
limitations on the maximum amount by which the mortgage interest rate may adjust
for any  single  adjustment  period.  Negatively  amortizing  ARMs  may  provide
limitations on changes in the required monthly  payment.  Limitations on monthly
payments can result in monthly payments that are greater or less than the amount
necessary  to  amortize  a  negatively  amortizing  ARM by its  maturity  at the
interest rate in effect during any particular month.

There are two types of indexes that provide the basis for ARM rate  adjustments:
those based on market rates and those based on a calculated  measure,  such as a
cost of funds index or a moving  average of mortgage  rates.  Commonly  utilized
indexes include the one-year,  three-year,  and five-year constant maturity U.S.
Treasury  rates (as  reported by the Federal  Reserve  Board);  the  three-month
Treasury  bill  rate;  the  180-day  Treasury  bill rate;  rates on  longer-term
Treasury securities;  the Eleventh District Federal Home Loan Bank Cost of Funds
Index  (EDCOFI);  the  National  Median  Cost of  Funds  Index;  the  one-month,
three-month,  six-month,  or one-year London Interbank Offered Rate (LIBOR);  or
six-month  CD  rates.  Some  indexes,  such as the  one-year  constant  maturity
Treasury rate or three-month LIBOR, are highly correlated with changes in market
interest rates. Other indexes, such as the EDCOFI, tend to lag behind changes in
market rates and be somewhat less volatile over short periods of time.

The EDCOFI  reflects the monthly  weighted  average cost of funds of savings and
loan  associations  and savings banks whose home offices are located in Arizona,
California,  and Nevada (the Federal Home Loan Bank  Eleventh  District) and who
are member institutions of the Federal Home Loan Bank of San Francisco (the FHLB
of San Francisco),  as computed from  statistics  tabulated and published by the
FHLB of San Francisco.  The FHLB of San Francisco normally announces the Cost of
Funds Index on the last  working day of the month  following  the month in which
the cost of funds was incurred.

One-year and three-year Constant Maturity Treasury (CMT) rates are calculated by
the  Federal  Reserve  Bank of New York,  based on daily  closing  bid yields on
actively traded Treasury  securities  submitted by five leading  broker-dealers.
The median bid yields are used to construct a daily yield curve.

The National  Median Cost of Funds Index,  similar to the EDCOFI,  is calculated
monthly by the Federal Home Loan Bank Board (FHLBB) and  represents  the average
monthly  interest  expenses on  liabilities  of member  institutions.  A median,
rather than an arithmetic mean, is used to reduce the effect of extreme numbers.

The London  Interbank  Offered Rate Index  (LIBOR) is the rate at which banks in
London offer Eurodollars in trades between banks. LIBOR has become a key rate in
the U.S.  domestic  money  market  because it is  perceived  to reflect the true
global cost of money.

The Manager may invest in ARMs whose  periodic  interest  rate  adjustments  are
based on new indexes as these indexes become available.

ZERO-COUPON   SECURITIES  (SHORT-TERM  TREASURY,   INTERMEDIATE-TERM   TREASURY,
LONG-TERM TREASURY AND INFLATION-ADJUSTED TREASURY)

Zero-coupon  U.S.  Treasury  securities are the unmatured  interest  coupons and
underlying  principal  portions of U.S.  Treasury  notes and bonds.  Originally,
these  securities were created by  broker-dealers  who bought Treasury notes and
bonds and deposited these  securities with a custodian bank. The  broker-dealers
then sold receipts representing  ownership interests in the coupons or principal
portions of the notes and bonds.  Some examples of zero-coupon  securities  sold
through custodial receipt programs are CATS (Certificates of Accrual on Treasury
Securities),  TIGRs  (Treasury  Investment  Growth  Receipts),  and  generic TRs
(Treasury Receipts).

The U.S. Treasury  subsequently  introduced a program called Separate Trading of
Registered  Interest and  Principal of  Securities  (STRIPS).  In this  program,
eligible  securities  may be presented to the U.S.  Treasury and  exchanged  for
their component  parts,  which are then traded in book-entry  form.  (Book-entry
trading eliminated the bank credit risks associated with broker-dealer sponsored
custodial  receipt   programs.)  STRIPS  are  direct  obligations  of  the  U.S.
government and have the same credit risks as other U.S. Treasury securities.

Statement of Additional Information                                            7

Principal  and interest on bonds issued by the  Resolution  Funding  Corporation
(REFCORP) have also been separated and issued as stripped  securities.  The U.S.
government  and its agencies may issue  securities in  zero-coupon  form.  These
securities are referred to as "original issue zero-coupon securities."

   
OTHER INVESTMENT COMPANIES
    

Each Fund may  invest in  securities  issued by open and  closed-end  investment
companies which are consistent with its investment objective and policies.  Such
purchases  will be made in the open market  where no  commission  or profit to a
sponsor or dealer  results from the purchase  other than the customary  brokers'
commissions.  As a shareholder of another investment company, a Fund would bear,
along  with other  shareholders,  its pro rata  portion of the other  investment
company's expenses, including advisory fees. These expenses would be in addition
to the management  fee that the Fund bears  directly in connection  with its own
operations.

INVESTMENT RESTRICTIONS

   
The  Funds'  investment  restrictions  are set  forth  below.  These  investment
restrictions  are  fundamental  and may not be changed  without  approval  of "a
majority of the outstanding  votes of  shareholders" of a Fund, as determined in
accordance with the Investment Company Act.

AS A FUNDAMENTAL POLICY, EACH FUND SHALL NOT:

1) issue senior securities, except as permitted under the Investment Company Act
of 1940.

2)  borrow  money,  except  that the Fund may  borrow  money  for  temporary  or
emergency purposes (not for leveraging or investment) in an amount not exceeding
331/3%  of  the  Fund's  total  assets  (including  the  amount  borrowed)  less
liabilities (other than borrowings).

3) lend any security or make any other loan if, as a result, more than 331/3% of
the Fund's total assets would be lent to other parties,  except, (i) through the
purchase  of debt  securities  in  accordance  with  its  investment  objective,
policies and  limitations,  or (ii) by engaging in  repurchase  agreements  with
respect to portfolio securities.

4) purchase  or sell real estate  unless  acquired as a result of  ownership  of
securities  or other  instruments.  This policy  shall not prevent the Fund from
investment  in  securities  or  other  instruments  backed  by  real  estate  or
securities  of  companies  that deal in real  estate or are  engaged in the real
estate business.

5) concentrate its investments in securities of issuers in a particular industry
(other than securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities).

6) act as an  underwriter of securities  issued by others,  except to the extent
that the  Fund may be  considered  an  underwriter  within  the  meaning  of the
Securities Act of 1933 in the disposition of restricted securities.

7)  purchase  or sell  physical  commodities  unless  acquired  as a  result  of
ownership of securities  or other  instruments;  provided  that this  limitation
shall not  prohibit  the Fund from  purchasing  or selling  options  and futures
contracts  or from  investing  in  securities  or other  instruments  backed  by
physical commodities.

8) invest for purposes of exercising control over management.  In addition,  the
Funds are subject to the following additional investment  restrictions which are
not fundamental and may be changed by the Board of Trustees.

AS AN OPERATING POLICY, EACH FUND:

a) shall not purchase additional  investment securities at any time during which
outstanding borrowings exceed 5% of the total assets of the Fund.

b) shall not purchase any securities  which would cause 25% or more of the value
of the  Fund's  total  assets  at the time of  purchase  to be  invested  in the
securities of one or more issuers conducting their principal business activities
in the same industry,  provided that (i) there is no limitation  with respect to
obligations issued or guaranteed by the U.S. government, any state, territory or
possession  of the United  States,  the  District  of  Columbia  or any of their
authorities,   agencies,   instrumentalities   or  political   subdivisions  and
repurchase agreements secured by

8                                                   American Century Investments

such instruments,  (ii) wholly-owned  finance companies will be considered to be
in the industries of their parents if their activities are primarily  related to
financing  the  activities  of the  parents,  (iii)  utilities  will be  divided
according to their services,  for example,  gas, gas transmission,  electric and
gas,  electric and telephone  will each be considered a separate  industry,  and
(iv) personal credit and business credit businesses will be considered  separate
industries.

c) [Money  Market Funds only] shall not  purchase or sell  futures  contracts or
call options. This limitation does not apply to options attached to, or acquired
or traded  together with,  their  underlying  securities,  and does not apply to
securities that incorporate features similar to options or futures contracts.

d) shall not purchase any security or enter into a repurchase agreement if, as a
result,  more than 15% of its net assets (10% for the Money Market  Funds) would
be invested in  repurchase  agreements  not  entitling  the holder to payment of
principal and interest  within seven days and in securities that are illiquid by
virtue  of legal or  contractual  restrictions  on resale  or the  absence  of a
readily available market.

e) shall not sell  securities  short,  unless it owns or has the right to obtain
securities  equivalent  in kind and amount to the  securities  sold  short,  and
provided that  transactions  in futures  contracts and options are not deemed to
constitute selling securities short.

f) shall not purchase securities on margin, except that the Fund may obtain such
short-term  credits as are  necessary  for the  clearance of  transactions,  and
provided that margin payments in connection  with futures  contracts and options
on futures contracts shall not constitute purchasing securities on margin.

For purposes of the investment  restriction (5),  relating to  concentration,  a
Fund shall not  purchase  any  securities  which  would cause 25% or more of the
value of the Fund's  total  assets at the time of purchase to be invested in the
securities of one or more issuers conducting their principal business activities
in the same industry,  provided that (i) there is no limitation  with respect to
obligations issued or guaranteed by the U.S. government, any state, territory or
possession  of the United  States,  the  District  of  Columbia  or any of their
authorities,   agencies,   instrumentalities   or  political   subdivisions  and
repurchase  agreements  secured by such  instruments,  (ii) wholly owned finance
companies  will be considered to be in the  industries of their parents if their
activities  are primarily  related to financing  the  activities of the parents,
(iii) utilities will be divided according to their services,  for example,  gas,
gas  transmission,  electric  and  gas,  electric  and  telephone  will  each be
considered a separate  industry,  and (iv) personal  credit and business  credit
businesses will be considered separate industries.
    
PORTFOLIO TRANSACTIONS

Each Fund's assets are invested by the Manager in a manner  consistent  with the
Fund's  investment  objectives,   policies,  and  restrictions,   and  with  any
instructions  the Board of  Trustees  may issue from time to time.  Within  this
framework,  the Manager is responsible for making all  determinations  as to the
purchase and sale of portfolio  securities and for taking all steps necessary to
implement securities transactions on behalf of the Funds.

In placing orders for the purchase and sale of portfolio securities, the Manager
will use its best efforts to obtain the best  possible  price and  execution and
will  otherwise  place orders with  broker-dealers  subject to and in accordance
with any  instructions  the Board of Trustees  may issue from time to time.  The
Manager will select  broker-dealers to execute portfolio  transactions on behalf
of the Funds solely on the basis of best price and execution.

U.S. government  securities generally are traded in the over-the-counter  market
through broker-dealers.  A broker-dealer is a securities firm or bank that makes
a market for  securities  by offering to buy at one price and sell at a slightly
higher price. The difference between the prices is known as a spread.

On behalf of the Funds,  the Manager  transacts  in round lots  ($100,000 to $10
million or more)  whenever  possible.  Since  commissions  are not  charged  for
round-lot transactions of U.S. Treasury securities, the Funds' transaction costs
consist solely of custodian charges and dealer mark-ups.  Each Fund may hold its
portfolio securities to maturity or sell or swap them

Statement of Additional Information                                            9

   
for others,  depending upon the level and slope of, and anticipated  changes in,
the yield curve. The Funds paid no brokerage  commissions during the fiscal year
ended March 31, 1997.

The portfolio turnover rates for each of the Variable-Price  Funds appear in the
Financial Highlights appearing in the Prospectus.
    

VALUATION OF PORTFOLIO SECURITIES

   
Each Fund's net asset value per share  ("NAV") is  calculated as of the close of
business of the New York Stock Exchange (the  "Exchange"),  usually at 3:00 p.m.
Central  time each day the  Exchange  is open for  business.  The  Exchange  has
designated the following  holiday  closings for 1997: New Year's Day (observed),
Martin  Luther  King Jr.  Day,  Presidents`  Day,  Good  Friday,  Memorial  Day,
Independence Day, Labor Day,  Thanksgiving,  and Christmas (observed).  Although
the Funds  expect the same  holiday  schedule to be observed in the future,  the
Exchange may modify its holiday schedule at any time.
    

Each  Fund's  share  price is  calculated  by adding the value of all  portfolio
securities and other assets,  deducting liabilities,  and dividing the result by
the number of shares outstanding.  Expenses and interest on portfolio securities
are accrued daily.

Securities  held by the Money  Market Funds are valued on the basis of amortized
cost.  This method  involves  valuing an instrument  at its cost and  thereafter
assuming a constant  amortization to maturity of any discount or premium paid at
the time of purchase.  Although this method provides certainty in valuation,  it
generally disregards the effect of fluctuating interest rates on an instrument's
market value. Consequently,  the instrument's amortized cost value may be higher
or lower than its market  value,  and this  discrepancy  may be  reflected  in a
Fund's yield. During periods of declining interest rates, for example, the daily
yield on Fund shares  computed as  described  above may be higher than that of a
fund with identical investments priced at market value. The converse would apply
in a period of rising interest rates.

   
The Money  Market  Funds each operate  pursuant to  Investment  Company Act Rule
2a-7, which permits valuation of portfolio  securities on the basis of amortized
cost.  As required by the Rule,  the Board of  Trustees  has adopted  procedures
designed to  stabilize,  to the extent  reasonably  possible,  each Money Market
Fund's price per share as computed for the purposes of sales and  redemptions at
$1.00.  While  the  day-to-day  operation  of each  Money  Market  Fund has been
delegated to the Manager, the quality requirements established by the procedures
limit  investments  to  certain  instruments  that  the  Board of  Trustees  has
determined  present  minimal credit risks and that have been rated in one of the
two  highest  rating  categories  as  determined  by  a  nationally   recognized
statistical  rating  organization  or,  in the case of  unrated  securities,  of
comparable  quality.  The procedures  require review of each Money Market Fund's
portfolio  holdings  at such  intervals  as are  reasonable  in light of current
market  conditions to determine  whether the Money Market Fund's net asset value
calculated  by using  available  market  quotations  deviates form the per-share
value based on amortized  cost. The  procedures  also prescribe the action to be
taken if such deviation should occur.
    

Most  securities held by the  Variable-Price  Funds are valued at current market
value as provided by an independent pricing service. Other securities are priced
at fair value as determined in good faith pursuant to guidelines  established by
the Funds' Board of Trustees.

PERFORMANCE

A Fund may quote performance in various ways. Historical performance information
will be used in advertising and sales literature and is not indicative of future
results.  A Fund's share price,  yield and return will vary with changing market
conditions.

For the MONEY  MARKET  FUNDS,  yield  quotations  are based on the change in the
value of a hypothetical investment (excluding realized gains and losses from the
sale of securities and unrealized  appreciation  and depreciation of securities)
over a  seven-day  period  (base  period)  and  stated  as a  percentage  of the
investment at the start of the base period (base-period return). The base-period
return is then  annualized by multiplying it by 365/7,  with the resulting yield
figure carried to at least the nearest hundredth of one percent.

Calculations of effective yield begin with the same  base-period  return used to
calculate yield, but the 

10                                                  American Century Investments

return  is then  annualized  to  reflect  weekly  compounding  according  to the
following formula:

Effective Yield = [(Base-Period Return + 1)365/7] - 1

   
Each Money Market Fund's yield for the seven-day period ended March 31, 1997, is
indicated in the following table.

                           7-Day      7-Day Effective
Fund                       Yield            Yield
- -----------------------------------------------------------
Capital Preservation       4.73%            4.84%
Government Agency          4.82             4.94
- -----------------------------------------------------------
    

For the  VARIABLE-PRICE  FUNDS,  yield  quotations  are based on the  investment
income per share earned during a particular 30-day period, less expenses accrued
during the period (net  investment  income),  and are  computed by dividing  the
Fund's net  investment  income by its share price on the last day of the period,
according to the following formula:

YIELD = 2 [(a - b + 1)6 - 1]
            -----
             cd

where a = dividends and interest earned during the period,  b = expenses accrued
for the period (net of  reimbursements),  c = the average daily number of shares
outstanding during the period that were entitled to receive  dividends,  and d =
the maximum offering price per share on the last day of the period.

   
Each Variable-Price  Fund's yield for the 30-day period ended March 31, 1997, is
indicated in the following table.

Fund                                  30-day Yield
- -----------------------------------------------------------
Short-Term Treasury                      5.64%
Intermediate-Term Treasury               6.27
Long-Term Treasury                       6.65
ARM Fund                                 5.94
GNMA Fund                                6.92
Inflation-Adjusted Treasury              6.22
- -----------------------------------------------------------
    

Total returns quoted in advertising and sales literature  reflect all aspects of
a Fund's return,  including the effect of reinvesting dividends and capital gain
distributions and any change in the Fund's NAV during the period.

Average annual total returns are calculated by determining the growth or decline
in value of a hypothetical  historical investment in a Fund over a stated period
and then  calculating  the annually  compounded  percentage rate that would have
produced  the same  result if the rate of growth  or  decline  in value had been
constant throughout the period. For example, a cumulative return of 100% over 10
years would produce an average annual total return of 7.18%, which is the steady
annual rate that would result in 100% growth on a compounded  basis in 10 years.
While  average  annual  total  returns  are  a  convenient  means  of  comparing
investment alternatives, investors should realize that the Funds' performance is
not constant over time,  but changes from year to year,  and that average annual
returns   represent   averaged   figures  as  opposed  to  actual   year-to-year
performance.

   
The Funds'  average annual returns for the one-year,  five-year,  ten-year,  and
life-of-fund periods ended March 31, 1997, are indicated in the following table.

                              Average Annual Total Returns
- --------------------------------------------------------------------------------
                                                                    Life-of-
Fund                      One-Year     Five-Years     Ten-Years       Fund
- --------------------------------------------------------------------------------
Capital Preservation1       4.82%         3.99%         5.33%         5.33%
Government Agency2          4.89          4.09           N/A          4.96
Short-Term Treasury3        4.62           N/A           N/A          4.41
Intermediate-Term
   Treasury4                4.05          5.97          6.60          8.68
Long-Term Treasury3         2.65           N/A           N/A          6.23
ARM Fund5                   6.17          4.54           N/A          4.90
GNMA Fund6                  5.84          6.75          8.14          8.72
Inflation-Adjusted
   Treasury7                 N/A           N/A           N/A         (1.98)
- --------------------------------------------------------------------------------
1 Commenced operations on October 13, 1972.
2 Commenced operations on December 5, 1989.
3 Commenced operations on September 8, 1992.
4 Commenced operations on May 16, 1980.
5 Commenced operations on September 3, 1991.
6 Commenced operations on September 23, 1985.
7 Commenced operations on February 10, 1997.
    

In addition to average annual total returns,  each Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Average annual and cumulative total returns may be quoted
as a percentage or as a dollar amount and may be calculated for a

Statement of Additional Information                                           11

single investment, a series of investments,  or a series of redemptions over any
time period.  Total  returns may be broken down into their  components of income
and capital  (including  capital gains and changes in share price) to illustrate
the  relationship  of these  factors and their  contributions  to total  return.
Performance  information  may be quoted  numerically  or in a table,  graph,  or
similar illustration.

The Funds'  performance  may be compared  with the  performance  of other mutual
funds  tracked by mutual  fund rating  services or with other  indexes of market
performance.  This may  include  comparisons  with funds that,  unlike  American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic  data that may be used for such  comparisons  may include,  but are not
limited to, U.S. Treasury bill, note, and bond yields, money market fund yields,
U.S.  government debt and percentage held by foreigners,  the U.S. money supply,
net  free  reserves,  and  yields  on  current-coupon  GNMAs  (source:  Board of
Governors of the Federal Reserve  System);  the federal funds and discount rates
(source:  Federal  Reserve  Bank of New York);  yield  curves for U.S.  Treasury
securities and AA/AAA-rated  corporate  securities (source:  Bloomberg Financial
Markets);  yield curves for AAA-rated  tax-free  municipal  securities  (source:
Telerate);  yield curves for foreign government  securities (sources:  Bloomberg
Financial  Markets and Data  Resources,  Inc.);  total  returns on foreign bonds
(source:  J.P.  Morgan  Securities  Inc.);  various U.S. and foreign  government
reports;  the junk bond market (source:  Data Resources,  Inc.); the CRB Futures
Index  (source:  Commodity  Index Report);  the price of gold  (sources:  London
a.m./p.m.  fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper Analytical Services, Inc. or Morningstar,
Inc.;   mutual  fund  rankings   published  in  major   nationally   distributed
periodicals;  data  provided  by  the  Investment  Company  Institute;  Ibbotson
Associates,  Stocks, Bonds, Bills, and Inflation;  major indexes of stock market
performance;  and  indexes and  historical  data  supplied  by major  securities
brokerage or investment advisory firms. The Funds may also utilize reprints from
newspapers  and magazines  furnished by third  parties to illustrate  historical
performance.

The Funds' shares are sold without a sales charge (or load). No-load funds offer
an advantage to investors when compared to load funds with comparable investment
objectives and strategies.

TAXES

FEDERAL INCOME TAX

Each Fund intends to qualify each year as a "regulated investment company" under
Subchapter M of the Internal  Revenue Code of 1986, as amended (the "Code").  By
so qualifying, each Fund will not incur federal or state income taxes on its net
investment  income  and  on  its  net  realized  capital  gains  to  the  extent
distributed as dividends to shareholders.

Amounts not  distributed  on a timely basis in  accordance  with a calendar year
distribution  requirement  are subject to a  nondeductible  4% excise tax at the
Fund level. To avoid the tax, a Fund must  distribute  during each calendar year
an  amount  equal to the sum of (a) at least  98% if its  ordinary  income  (not
taking into account any capital gains or losses) for the calendar  year,  (b) at
least 98% of its capital gains in excess of capital losses (adjusted for certain
ordinary  losses) for a one-year period  generally ending on October 31st of the
calendar year, and (c) all ordinary  income and capital gains for previous years
that were not distributed during such years.

Under the Code,  dividends  derived from interest,  and any  short-term  capital
gains, are federally  taxable to shareholders as ordinary income,  regardless of
whether such  dividends are taken in cash or  reinvested  in additional  shares.
Distributions  made from a Fund's net realized  long-term capital gains (if any)
and  designated  as  capital  gain  dividends  are  taxable to  shareholders  as
long-term  capital  gains,  regardless  of the  length of time  shares are held.
Corporate investors are not eligible for the  dividends-received  deduction with
respect to distributions  from the Funds. A distribution will be treated as paid
on  December  31st of a calendar  year if it is  declared  by a Fund in October,
November  or December of the year with a record date in such a month and paid by
the Fund  during  January of the  following  year.  Such  distributions  will be
taxable to  shareholders  in the calendar year the  distributions  are declared,
rather than the calendar year in which the distributions are received.

12                                                  American Century Investments

Upon  redeeming,  selling,  or  exchanging  shares of a  Variable-Price  Fund, a
shareholder  will realize a taxable gain or loss depending upon his or her basis
in the  shares  liquidated.  The gain or loss  generally  will be  long-term  or
short-term depending on the length of time the shares were held. However, a loss
recognized by a shareholder  in the  disposition of shares on which capital gain
dividends were paid (or deemed paid) before the  shareholder had held his or her
shares for more than six months would be treated as a long-term capital loss for
tax purposes to the extent of capital gain dividends paid (or deemed paid).

The Funds may  invest in  obligations  issued at a  discount.  In that  case,  a
portion of the discount element  generally is included in the Fund's  investment
company  taxable  income in each taxable period in which the obligation is held.
Such  amounts are subject to the Fund's  tax-related  distribution  requirements
even if not received by the Fund in cash in that period.

   
Dividends paid by Capital Preservation,  Government Agency, Short-Term Treasury,
Intermediate-Term  Treasury,  Long-Term Treasury and Inflation-Adjusted Treasury
are exempt from state  personal  income  taxes in all states to the extent these
Funds derive their income from debt  securities  of the U.S.  government,  whose
interest payments are state tax-exempt.
    

The  information  above  is only a  summary  of  some of the tax  considerations
generally affecting the Funds and their  shareholders.  No attempt has been made
to discuss  individual tax  consequences.  The Funds'  distributions may also be
subject to state,  local,  or foreign  taxes.  To determine  whether a Fund is a
suitable  investment based on his or her tax situation,  a prospective  investor
may wish to consult a tax advisor.

ABOUT THE TRUST

American Century Government Income Trust (the "Trust"), formerly known as Benham
Government Income Trust, is a registered open-end management  investment company
that  was  organized  as a  Massachusetts  business  trust  on  July  24,  1985.
Currently,  there are eight series of the Trust as follows:  American  Century -
Benham Capital  Preservation  Fund,  American Century - Benham Government Agency
Money Market Fund (formerly known as Benham  Government  Agency Fund),  American
Century - Benham  Short-Term  Treasury Fund (formerly known as Benham Short-Term
Treasury and Agency Fund), American Century - Benham Intermediate-Term  Treasury
Fund (formerly  known as Benham Treasury Note Fund),  American  Century - Benham
Long-Term  Treasury Fund (formerly known as Benham Long-Term Treasury and Agency
Fund),  American  Century - Benham  Adjustable Rate  Government  Securities Fund
(formerly known as Benham Adjustable Rate Government  Securities Fund), American
Century - Benham GNMA Fund  (formerly  known as Benham GNMA  Income  Fund),  and
American  Century  -  Benham  Inflation-Adjusted  Treasury  Fund.  The  Board of
Trustees may create additional series from time to time.

The  Declaration  of Trust  permits the Board of Trustees to issue an  unlimited
number of full and fractional  shares of beneficial  interest without par value,
which may be  issued  in  series  (funds).  Shares  issued  are  fully  paid and
nonassessable when issued and have no preemptive, conversion, or similar rights.

Each series  votes  separately  on matters  affecting  that series  exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of the
Trust's (i.e.,  all series')  outstanding  shares may elect a Board of Trustees.
The Trust has instituted  dollar-based voting,  meaning that the number of votes
you are  entitled  to is based upon the  dollar  value of your  investment.  The
election  of  Trustees  is  determined  by the  votes  received  from all  Trust
shareholders,  without regard to whether a majority of  shareholders  of any one
series voted in favor of a particular  nominee or all nominees as a group.  Each
shareholder has equal rights to dividends and distributions declared by the Fund
and to the  net  assets  of  such  Fund  upon  its  liquidation  or  dissolution
proportionate to his or her share ownership interest in the Fund. Shares of each
series have equal  voting  rights,  although  each series  votes  separately  on
matters affecting that series exclusively.

Shareholders   of  a   Massachusetts   business   trust  could,   under  certain
circumstances,  be held  personally  liable for its  obligations.  However,  the
Declaration

Statement of Additional Information                                           13

of Trust  contains an express  disclaimer of  shareholder  liability for acts or
obligations  of  the  Trust.   The   Declaration  of  Trust  also  provides  for
indemnification and reimbursement of expenses of any shareholder held personally
liable for obligations of the Trust.  The Declaration of Trust provides that the
Trust  will,  upon  request,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Trust and satisfy  any  judgment
thereon.  The Declaration of Trust further  provides that the Trust may maintain
appropriate insurance (for example, fidelity,  bonding, and errors and omissions
insurance)  for  the  protection  of  the  Trust,  its  shareholders,  Trustees,
officers,  employees,  and agents to cover possible tort and other  liabilities.
Thus, the risk of a shareholder  incurring financial loss because of shareholder
liability is limited to circumstances in which both inadequate  insurance exists
and the Trust is unable to meet its obligations.

CUSTODIAN BANKS: Chase Manhattan Bank, 4 Chase Metrotech Center,  Brooklyn,  New
York 11245 and Commerce Bank,  N.A., 1000 Walnut,  Kansas City,  Missouri 64106,
serve as custodians  of the Funds'  assets.  Services  provided by the custodian
banks include (a) settling  portfolio  purchases and sales, (b) reporting failed
trades,  (c)  identifying  and collecting  portfolio  income,  and (d) providing
safekeeping of securities. The custodians take no part in determining the Funds'
investment  policies or in determining which securities are sold or purchased by
the Fund.

   
INDEPENDENT  AUDITORS:  KPMG Peat Marwick LLP, 1000 Walnut,  Suite 1600,  Kansas
City, Missouri 64106, serves as the Trust's independent  auditors and audits the
annual financial statements.
    

For the current fiscal year, which started on April 1, 1997, the Trustees of the
Funds have selected  Coopers & Lybrand LLP to serve as  independent  auditors of
the Funds. The address of Coopers & Lybrand LLP is City Center Square, 1100 Main
Street, Suite 900, Kansas City, Missouri 64105-2140.

TRUSTEES AND OFFICERS

   
The Trust's  activities  are  overseen  by a Board of  Trustees,  including  six
independent Trustees.  The individuals listed below whose names are marked by an
asterisk (*) are "interested persons" of the Trust (as defined in the Investment
Company Act) by virtue of, among other  considerations,  their  affiliation with
either the Trust; the Trust's Manager,  American Century Investment  Management,
Inc.  (ACIM);  the  Trust's  agent for  transfer  and  administrative  services,
American Century Services  Corporation  (ACS); the Trust's  distribution  agent,
American Century Investment  Services,  Inc. (ACIS);  their parent  corporation,
American Century  Companies,  Inc. (ACC) or ACC's  subsidiaries;  or other funds
advised by the Manager.  Each Trustee listed below serves as Trustee or Director
of other funds advised by the Manager.

Unless otherwise noted,  dates in parentheses  indicate the dates the Trustee or
officer  began his or her service in a particular  capacity.  The  Trustees' and
officers'  address  with the  exception  of Mr.  Stowers and Ms.  Roepke is 1665
Charleston Road, Mountain View, California 94043. The address of Mr. Stowers and
Ms. Roepke is American Century Tower,  4500 Main Street,  Kansas City,  Missouri
64111.
    

TRUSTEES

*JAMES M. BENHAM, Chairman of the Board of Trustees (1985),  President and Chief
Executive Officer (1996). Mr. Benham is also President and Chairman of the Board
of the Manager (1971),  and a member of the Board of Governors of the Investment
Company Institute (1988).  Mr. Benham has been in the securities  business since
1963,  and he  frequently  comments  through the media on  economic  conditions,
investment strategies, and the securities markets.

ALBERT A. EISENSTAT, independent Trustee (1995). Mr. Eisenstat is an independent
Director of each of Commercial  Metals Co.  (1982),  Sungard Data Systems (1991)
and  Business  Objects S/A (1994).  Previously,  he served as Vice  President of
Corporate  Development  and Corporate  Secretary of Apple Computer and served on
its Board of Directors (1985 to 1993).

RONALD J. GILSON,  independent  Trustee (1995);  Mr. Gilson is Charles J. Meyers
Professor of Law and Business at Stanford Law School (1979) and the Mark and Eva
Stern Professor of Law and Business at Columbia University School of Law (1992);
counsel to Marron, Reid & Sheehy (a San Francisco law firm, 1984).

14                                                  American Century Investments

MYRON S. SCHOLES,  independent  Trustee  (1985).  Mr.  Scholes is a principal of
Long-Term  Capital  Management  (1993).  He is also Frank E. Buck  Professor  of
Finance at the  Stanford  Graduate  School of Business  (1983) and a Director of
Dimensional  Fund Advisors  (1982) and the Smith Breeden Family of Funds (1992).
From August 1991 to June 1993,  Mr.  Scholes was a Managing  Director of Salomon
Brothers Inc. (securities brokerage).

KENNETH E. SCOTT,  independent  Trustee  (1985).  Mr.  Scott is Ralph M. Parsons
Professor of Law and  Business at Stanford  Law School  (1972) and a Director of
RCM Capital Funds, Inc. (1994).

ISAAC STEIN,  independent  Trustee  (1992).  Mr. Stein is former Chairman of the
Board  (1990 to 1992) and Chief  Executive  Officer  (1991 to 1992) of Esprit de
Corp.  (clothing  manufacturer).  He  is  a  member  of  the  Board  of  Raychem
Corporation (electrical equipment, 1993), President of Waverley Associates, Inc.
(private   investment   firm,   1983),   and  a  Director  of  ALZA  Corporation
(pharmaceuticals,  1987). He is also a Trustee of Stanford University (1994) and
Chairman of Stanford Health Services (hospital, 1994).

   
*JAMES E.  STOWERS  III,  Trustee  (1995).  Mr.  Stowers III is Chief  Executive
Officer and Director of ACC; President,  Chief Executive Officer and Director of
ACS and ACIS.
    

JEANNE D. WOHLERS, independent Trustee (1985). Ms. Wohlers is a private investor
and  an  independent  Director  and  Partner  of  Windy  Hill  Productions,  LP.
Previously,  she served as Vice President and Chief Financial Officer of Sybase,
Inc. (software company, 1988 to 1992).

OFFICERS

*JAMES M. BENHAM, President and Chief Executive Officer (1996).

   
*WILLIAM M. LYONS, Executive Vice President (1996);  President,  Chief Operating
Officer and General Counsel of ACC,  Executive Vice  President,  Chief Operating
Officer  and  General  Counsel  of ASC and  ACIS;  Assistant  Secretary  of ACC;
Secretary of ACS and ACIS.
    

*DOUGLAS A. PAUL,  Secretary (1988),  Vice President (1990), and General Counsel
(1990); Secretary and Vice President of the funds advised by the Manager.

*C. JEAN WADE, Controller (1996).

*MARYANNE  ROEPKE,  CPA,  Chief  Financial  Officer and Treasurer  (1995);  Vice
President and Assistant Treasurer of ACS.

   
The  table  on the next  page  summarizes  the  compensation  that the  Trustees
received  for the  Funds'  fiscal  year  ended  March 31,  1997,  as well as the
compensation  received  for  serving as a Director or Trustee of all other funds
advised by the Manager.

As of July 3, 1997, the Trust's  officers and Trustees,  as a group,  owned less
than 1% of the outstanding shares of each Fund.
    

MANAGEMENT

   
Each Fund has an investment  management  agreement with the Manager dated August
1, 1997.  This agreement was approved by the  shareholders  of the Funds (except
Capital Preservation) on July 30, 1997.

For the services provided to the Funds, the Manager receives a monthly fee based
on a percentage of the average net assets of the Fund.  The annual rate at which
this fee is assessed is determined  monthly in a two-step process:  First, a fee
rate  schedule  is applied  to the assets of all of the funds of its  investment
category  managed by the Manager (the  "Investment  Category Fee"). For example,
when calculating the fee for a Money Market Fund, all of the assets of the money
market  funds  managed  by the  Manager  are  aggregated.  The three  investment
categories  are Money  Market  Funds,  Bond Funds and Equity  Funds.  Second,  a
separate fee rate  schedule is applied to the assets of all of the funds managed
by the Manager (the "Complex Fee"). The Investment  Category Fee and the Complex
Fee are then added to determine the unified  management  fee payable by the Fund
to the Manager.
    

Statement of Additional Information                                           15

<TABLE>
<CAPTION>
   
TRUSTEE COMPENSATION FOR THE FISCAL YEAR ENDED MARCH 31, 1997

                           Aggregate           Pension or Retirement            Estimated            Total Compensation
Name of                  Compensation         Benefits Accrued As Part       Annual Benefits      From The American Century
Trustee1                From Each Fund2           of Fund Expenses           Upon Retirement          Family of Funds3
- ------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                        <C>                            <C>                      <C>    
Albert Eisenstat   $17,891 (Capital Preservation)  Not Applicable            Not Applicable                $72,250
                   1,761 (Government Agency)
                   1,048 (Short-Term)
                   1,510 (Intermediate-Term)
                   1,163 (Long-Term)
                   1,405 (ARM)
                   2,776 (GNMA)
                   134 (Inflation-Adjusted)

Ronald J. Gilson   $10,349 (Capital Preservation)  Not Applicable            Not Applicable                $70,250
                   1,677 (Government Agency)
                   1,061 (Short-Term)
                   1,467 (Intermediate-Term)
                   1,143 (Long-Term)
                   1,353 (ARM)
                   2,595 (GNMA)
                   133 (Inflation-Adjusted)

Myron S. Scholes   $15,743 (Capital Preservation)  Not Applicable            Not Applicable                $63,500
                   1,417 (Government Agency)
                   1,022 (Short-Term)
                   1,296 (Intermediate-Term)
                   1,079 (Long-Term)
                   1,214 (ARM)
                   1,996 (GNMA)
                   134 (Inflation-Adjusted)

Kenneth E. Scott   $12,757 (Capital Preservation)  Not Applicable            Not Applicable                $80,250
                   2,063 (Government Agency)
                   1,085 (Short-Term)
                   1,722 (Intermediate-Term)
                   1,240 (Long-Term)
                   1,559 (ARM)
                   3,486 (GNMA)
                   133 (Inflation-Adjusted)

Ezra Solomon4      $7,125 (Capital Preservation)   Not Applicable            Not Applicable                $26,167
                   1,148 (Government Agency)
                   753 (Short-Term)
                   1,020 (Intermediate-Term)
                   821 (Long-Term)
                   961 (ARM)
                   1,680 (GNMA)
                   133 (Inflation-Adjusted)

Isaac Stein        $10,585 (Capital Preservation)  Not Applicable            Not Applicable                $71,250
                   1,715 (Government Agency)
                   1,064 (Short-Term)
                   1,493 (Intermediate-Term)
                   1,153 (Long-Term)
                   1,373 (ARM)
                   2,684 (GNMA)
                   134 (Inflation-Adjusted)

16                                                               American Century Investments


TRUSTEE COMPENSATION FOR THE FISCAL YEAR ENDED MARCH 31, 1997 (CONT.)

                           Aggregate           Pension or Retirement            Estimated            Total Compensation
Name of                  Compensation         Benefits Accrued As Part       Annual Benefits      From The American Century
Trustee1                From Each Fund2           of Fund Expenses           Upon Retirement          Family of Funds3
- ------------------------------------------------------------------------------------------------------------------------------
Jeanne D. Wohlers  $19,012 (Capital Preservation)  Not Applicable            Not Applicable                $77,000
                   1,941 (Government Agency)
                   1,061 (Short-Term)
                   1,635 (Intermediate-Term)
                   1,209 (Long-Term)
                   1,498 (ARM)
                   3,198 (GNMA)
                   134 (Inflation-Adjusted)

1    Interested Trustees receive no compensation for their services as such.

2    For the Fiscal year ended March 31, 1997, Capital Preservation paid fees to
     the  Trustees  as an  investment  portfolio  in  American  Century  Capital
     Preservation  Fund, Inc., a registered  investment  company within the fund
     complex, as described in footnote 3 below.

3    Includes compensation paid by the fifteen investment company members of the
     American Century family of funds.

4    Retired December, 1996.
</TABLE>


The  schedules  by which  the  Investment  Category  Fee are  determined  are as
follows:

MONEY MARKET FUNDS
Category Assets            Fee Rate
- ---------------------------------------
First $1 billion           0.2500%
Next $1 billion            0.2070%
Next $3 billion            0.1660%
Next $5 billion            0.1490%
Next $15 billion           0.1380%
Next $25 billion           0.1375%
Thereafter                 0.1370%
- ---------------------------------------

VARIABLE-PRICE FUNDS (EXCEPT GNMA AND ARM)
Category Assets            Fee Rate
- ---------------------------------------
First $1 billion           0.2800%
Next $1 billion            0.2280%
Next $3 billion            0.1980%
Next $5 billion            0.1780%
Next $15 billion           0.1650%
Next $25 billion           0.1630%
Thereafter                 0.1625%
- ---------------------------------------

GNMA AND ARM
Category Assets            Fee Rate
- ---------------------------------------
First $1 billion           0.3600%
Next $1 billion            0.3080%
Next $3 billion            0.2780%
Next $5 billion            0.2580%
Next $15 billion           0.2450%
Next $25 billion           0.2430%
Thereafter                 0.2425%
- ---------------------------------------

The Complex Fee Schedule is as follows:

Complex Assets             Fee Rate
- ---------------------------------------
First $2.5 billion         0.3100%
Next $7.5 billion          0.3000%
Next $15.0 billion         0.2985%
Next $25.0 billion         0.2970%
Next $50.0 billion         0.2960%
Next $100.0 billion        0.2950%
Next $100.0 billion        0.2940%
Next $200.0 billion        0.2930%
Next $250.0 billion        0.2920%
Next $500.0 billion        0.2910%
Thereafter                 0.2900%
- ---------------------------------------

On the first  business day of each month,  the Funds pay a management fee to the
Manager for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee  for a Fund  by the
aggregate average daily closing value of a Fund's net assets during the previous
month  by a  fraction,  the  numerator  of which  is the  number  of days in the
previous month and the denominator of which is 365 (366 in leap years).

The  management  agreement  shall  continue  in effect  until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (1) the Funds'
Board of Trustees, or by the vote of a majority of outstanding

Statement of Additional Information                                           17

votes  (as  defined  in the  Investment  Company  Act)  and (2) by the vote of a
majority of the  Trustees of the Funds who are not parties to the  agreement  or
interested  persons of the Manager,  cast in person at a meeting  called for the
purpose of voting on such approval.

The management  agreement provides that it may be terminated at any time without
payment  of any  penalty  by the  Funds'  Board of  Trustees,  or by a vote of a
majority of the Funds' shareholders,  on 60 days' written notice to the Manager,
and that it shall be automatically terminated if it is assigned.

The  management  agreement  provides that the Manager shall not be liable to the
Funds or its  shareholders  for  anything  other than willful  misfeasance,  bad
faith, gross negligence or reckless disregard of its obligations and duties.

The  management  agreement  also  provides  that the Manager  and its  officers,
Trustees and employees may engage in other  business,  devote time and attention
to any other  business  whether of a similar or  dissimilar  nature,  and render
services to others.

Certain  investments may be appropriate for the Funds and also for other clients
advised by the Manager. Investment decisions for the Funds and other clients are
made with a view to  achieving  their  respective  investment  objectives  after
consideration  of such factors as their current  holdings,  availability of cash
for  investment,  and the  size of  their  investment  generally.  A  particular
security  may be bought or sold for only one client or series,  or in  different
amounts  and at  different  times for more than one but less than all clients or
series. In addition, purchases or sales of the same security may be made for two
or more clients or series on the same date. Such  transactions will be allocated
among  clients in a manner  believed by the Manager to be equitable to each.  In
some cases this procedure could have an adverse effect on the price or amount of
the securities purchased or sold by the Fund.

The Manager may  aggregate  purchase and sale orders of the Funds with  purchase
and sale  orders  of its  other  clients  when the  Manager  believes  that such
aggregation  provides  the best  execution  for the Funds.  The Funds'  Board of
Trustees has approved the policy of the Manager with respect to the  aggregation
of portfolio  transactions.  Where portfolio  transactions have been aggregated,
the Funds  participate at the average share price for all  transactions  in that
security on a given day and share  transaction  costs on a pro rata  basis.  The
Manager  will not  aggregate  portfolio  transactions  of the  Funds  unless  it
believes such  aggregation is consistent with its duty to seek best execution on
behalf  of the  Funds and the terms of the  management  agreement.  The  Manager
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

In addition to managing the Funds,  the Manager was also acting as an investment
adviser to 12 institutional  accounts and to the following registered investment
companies:  American Century Mutual Funds,  Inc.,  American Century World Mutual
Funds, Inc., American Century Premium Reserves,  Inc., American Century Variable
Portfolios,  Inc., American Century Capital  Portfolios,  Inc., American Century
Strategic Asset Allocations,  Inc.,  American Century Municipal Trust,  American
Century  Investment Trust,  American Century Target  Maturities Trust,  American
Century California Tax-Free and Municipal Funds,  American Century  Quantitative
Equity Funds and American Century International Bond Funds.

Prior to August 1, 1997, Benham Management  Corporation served as the investment
advisor  to the Funds.  Benham  Management  Corporation  is,  like the  Manager,
wholly-owned by ACC.

Investment  advisory  fees paid by each Fund to the Manager for the fiscal years
ended  March  31,  1997,  1996  and 1995 (or its  affiliate,  Benham  Management
Corporation),  are  indicated  in the  following  table.  Fee amounts are net of
reimbursements.

18                                                  American Century Investments

                            Investment Advisory Fees*
- --------------------------------------------------------------------------------
                                     Fiscal            Fiscal           Fiscal
Fund                                  1997              1996             1995
- --------------------------------------------------------------------------------
Capital Preservation               $8,107,075        $8,039,420       $7,631,805
Government Agency                   1,441,378         1,104,214        1,014,951
Short-Term Treasury                  77,935            118,721          60,440
Intermediate-Term Treasury           881,647           867,876          875,087
Long-Term Treasury                   339,340           174,665          33,915
ARM Fund                             730,283           971,274         1,646,614
GNMA Fund                           3,115,478         2,980,327        2,807,230
Inflation-Adjusted Treasury             0                N/A              N/A
- --------------------------------------------------------------------------------
*Net of Reimbursements
    
TRANSFER AND ADMINISTRATIVE SERVICES

American Century Services  Corporation,  4500 Main Street, Kansas City, Missouri
64111,  acts as  transfer  agent and  dividend  paying  agent for the Funds.  It
provides  physical  facilities,  including  computer  hardware  and software and
personnel,  for the day-to-day  administration  of the Funds and of the Manager.
The Manager pays American Century Services Corporation for such services.

Prior to August 1, 1997, the Funds paid American  Century  Services  Corporation
directly for its services as transfer agent and administrative services agent.

   
Administrative  service and transfer agent fees paid by each Fund for the fiscal
years  ended March 31,  1997,  1996,  and 1995 are  indicated  in the  following
tables. Fee amounts are net of reimbursements.

                              Administrative Fees*
- --------------------------------------------------------------------------------
                                     Fiscal            Fiscal           Fiscal
Fund                                  1997              1996             1995
- --------------------------------------------------------------------------------
Capital Preservation               $2,871,948        $2,896,754       $2,781,843
Government Agency                    459,802           475,745          478,410
Short-Term Treasury                  33,371            39,657           30,662
Intermediate-Term Treasury           300,336           301,079          312,814
Long-Term Treasury                   112,936           69,302           23,884
ARM Fund                             249,492           423,862          595,079
GNMA Fund                           1,059,314         1,149,339        1,003,636
Inflation-Adjusted Treasury             0                N/A              N/A
- --------------------------------------------------------------------------------
*Net of Reimbursements

                              Transfer Agent Fees*
- --------------------------------------------------------------------------------
                                     Fiscal            Fiscal           Fiscal
Fund                                  1997              1996             1995
- --------------------------------------------------------------------------------
Capital Preservation               $2,449,205        $2,536,792       $2,582,343
Government Agency                    553,760           591,421          636,462
Short-Term Treasury                  34,555            44,415           36,254
Intermediate-Term Treasury           258,334           283,949          317,653
Long-Term Treasury                   181,017           120,818          37,365
ARM Fund                             329,914           329,830          684,702
GNMA Fund                           1,150,565         1,033,782        1,178,768
Inflation-Adjusted Treasury             0                N/A              N/A
- --------------------------------------------------------------------------------
*Net of Reimbursements
    

DISTRIBUTION OF FUND SHARES

The Funds' shares are distributed by American Century Investment Services,  Inc.
(the "Distributor"), a registered broker-dealer and an affiliate of the Manager.
The Manager pays all expenses for promoting and  distributing the Funds' shares.
The Funds do not pay any  commissions or other fees to the Distributor or to any
other  broker-dealers  or  financial   intermediaries  in  connection  with  the
distribution of Fund shares.
       

Statement of Additional Information                                           19

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The  Funds'  shares  are  continuously   offered  at  net  asset  value.   Share
certificates  are  issued  (without  charge)  only when  requested  in  writing.
Certificates  are not issued for fractional  shares.  Dividend and voting rights
are not affected by the issuance of certificates.

American  Century may reject or limit the amount of an investment to prevent any
one  shareholder or affiliated  group from  controlling  the Trust or one of its
series; to avoid jeopardizing a Fund's tax status; or whenever, in the Manager's
opinion, such rejection is in the Trust's or a Fund's best interest.

As of July 3, 1997, to the knowledge of the Trust,  the  shareholders  listed in
the  following  chart were the only  record  holders  of greater  than 5% of the
outstanding shares of the individual Funds.

   

FUND                           SHORT-TERM TREASURY
- ---------------------------------------------------------
Shareholder Name and           Charles Schwab & Co.
Address                        101 Montgomery Street
                               San Francisco, CA 94104
# of Shares Held               677,124
% of Total Shares
Outstanding                    18.3%
- ---------------------------------------------------------
Shareholder Name and           J. Harris Morgan
Address                        P.O. Box 556
                               Greenville, TX 75403
# of Shares Held               314,616
% of Total Shares
Outstanding                    8.5%
- ---------------------------------------------------------
Shareholder Name and           Allied Clearings Co.
Address                        P.O. Box 94303
                               Pasadena, CA 91109
# of Shares Held               197,075
% of Total Shares
Outstanding                    5.3%
- ---------------------------------------------------------

FUND                           INTERMEDIATE-TERM TREASURY
- ---------------------------------------------------------
Shareholder Name and           Chase Manhattan Bank NA
Address                        770 Broadway 10th FL
                               New York, NY 10003
# of Shares Held               2,850,290
% of Total Shares
Outstanding                    9.1%
- ---------------------------------------------------------
Shareholder Name and           Charles Schwab & Co.
Address                        101 Montgomery Street
                               San Francisco, CA 94104
# of Shares Held               3,029,972
% of Total Shares
Outstanding                    9.7%
- ---------------------------------------------------------

FUND                           LONG-TERM TREASURY
- ---------------------------------------------------------
Shareholder Name and           Charles Schwab & Co.
Address                        101 Montgomery Street
                               San Francisco, CA 94104
# of Shares Held               7,694,829
% of Total Shares
Outstanding                    55.5%
- ---------------------------------------------------------

FUND                           ARM FUND
- ---------------------------------------------------------
Shareholder Name and           Charles Schwab & Co.
Address                        101 Montgomery Street
                               San Francisco, CA 94104
# of Shares Held               1,268,779
% of Total Shares
Outstanding                    5.3%
- ---------------------------------------------------------

FUND                           GNMA FUND
- ---------------------------------------------------------
Shareholder Name and           Charles Schwab & Co.
Address                        101 Montgomery Street
                               San Francisco, CA 94104
# of Shares Held               21,394,507
% of Total Shares
Outstanding                    19.5%
- ---------------------------------------------------------

20                                                  American Century Investments

FUND                           INFLATION-ADJUSTED TREASURY
- ---------------------------------------------------------
Shareholder Name and           Leonard Chase
Address                        2165 Gunpower Dr.
                               Palm Bay, FL 32905
# of Shares Held               40,150
% of Total Shares
Outstanding                    8.9%
- ---------------------------------------------------------

Shareholder Name and           American Century
Address                        Investment Management
                               4500 Main Street
                               Kansas City, MO 64111
# of Shares Held               101,445
% of Total Shares
Outstanding                    22.6%
- ---------------------------------------------------------
    
ACS  charges  neither  fees nor  commissions  on the  purchase  and sale of fund
shares.  However,  ACS may  charge  fees for  special  services  requested  by a
shareholder or necessitated by acts or omissions of a shareholder.  For example,
ACS may charge a fee for processing dishonored investment checks or stop-payment
requests. See the Investor Services Guide for more information.

OTHER INFORMATION

For further information,  please refer to registration statement and exhibits on
file with the SEC in Washington,  DC. These documents are available upon payment
of a  reproduction  fee.  Statements in the  Prospectus and in this Statement of
Additional  Information concerning the contents of contracts or other documents,
copies  of which  are  filed as  exhibits  to the  registration  statement,  are
qualified by reference to such contracts or documents.

Statement of Additional Information                                           21

   

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                           INFLATION-ADJUSTED TREASURY


                                For a Share Outstanding Throughout the Periods as Indicated


                                                                        1997(1)     1997(2)

PER-SHARE DATA

<S>                                                                      <C>        <C>   
Net Asset Value, Beginning of Period...............................      $9.74      $10.00
                                                                      ----------  ----------
Income From Investment Operations

   Net Investment Income...........................................      0.13        0.06

   Net Unrealized Gain on Investment Transactions..................     (0.05)      (0.26)
                                                                      ----------  ----------
   Total From Investment Operations................................      0.08       (0.20)
                                                                      ----------  ----------
Distributions

   From Net Investment Income......................................     (0.13)      (0.06)
                                                                      ----------  ----------
Net Asset Value, End of Period.....................................      $9.69       $9.74
                                                                      ==========  ==========
   TOTAL RETURN(3).................................................      0.85%      (1.98)%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses to Average Net Assets(4)............      0.50%       0.50%

   Ratio of Net Investment Income to Average Net Assets(4).........      5.30%       5.03%

   Portfolio Turnover Rate.........................................       32%          -

   Net Assets, End of Period (in thousands)........................     $4,312      $2,277


(1)  Three months ended June 30, 1997 (unaudited).

(2)  February 10, 1997 (inception) through March 31, 1997.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions, if any, and are not annualized.

(4)  Annualized.
</TABLE>

See Notes to Financial Statements


22   Financial Highlights                           American Century Investments


<TABLE>
<CAPTION>
                       STATEMENT OF ASSETS AND LIABILITIES


JUNE 30, 1997 (UNAUDITED)


ASSETS

Investment securities:
<S>                                                                                                <C>    
   U.S. Treasury Inflation Indexed Notes, 3.375%, 1/15/07, at value.....................        $2,947,396
      (principal amount and identified cost of $2,985,000 and $2,980,655, respectively)
   Tennessee Valley Authority, 3.375%, 1/15/07, at value................................           971,974
      (principal amount and identified cost of $1,000,000 and $976,389, respectively)
Cash. ..................................................................................           329,123
Interest receivable.....................................................................            62,434
Prepaid expenses and other assets.......................................................             3,858
                                                                                             ---------------
                                                                                                 4,314,785
                                                                                             ---------------

LIABILITIES

Payable for capital shares redeemed.....................................................               757
Payable to affiliates (Note 2)..........................................................             1,376
Dividends payable.......................................................................             1,148
                                                                                             ---------------
                                                                                                     3,281
                                                                                             ---------------

NET ASSETS APPLICABLE TO OUTSTANDING SHARES.............................................        $4,311,504
                                                                                             ===============

CAPITAL SHARES

Outstanding (Unlimited number of shares authorized).....................................           444,923
                                                                                             ===============

NET ASSET VALUE PER SHARE...............................................................             $9.69
                                                                                             ===============

NET ASSETS CONSIST OF:

Capital paid in.........................................................................        $4,378,802
Accumulated undistributed net realized loss on investments..............................          (29,624)
Net unrealized depreciation on investments (Note 3).....................................          (37,674)
                                                                                             ---------------
                                                                                                $4,311,504
                                                                                             ===============
See Notes to Financial Statements
</TABLE>


Statement of Additional Information      Statement of Assets and Liabilities  23


<TABLE>
<CAPTION>
                             STATEMENT OF OPERATIONS


FOR THE THREE MONTHS ENDED JUNE 30, 1997 (UNAUDITED)


INVESTMENT INCOME

INCOME:
<S>                                                                                   <C>    
Interest...................................................................           $49,945
                                                                                 -------------

EXPENSES (NOTE 2):
Registration and filing fees...............................................             3,672
Printing and postage.......................................................             9,411
Directors' fees and expenses...............................................             1,294
Investment advisory fees...................................................             2,393
Transfer agency fees.......................................................             1,507
Administrative fees........................................................               816
Auditing and legal fees....................................................                36
Other operating expenses...................................................               283
                                                                                 -------------
    Total expenses.........................................................            19,412
Amount reimbursed..........................................................          (15,132)
                                                                                 -------------
    Net expenses...........................................................             4,280
                                                                                 -------------

NET INVESTMENT INCOME......................................................            45,665
                                                                                 -------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (NOTE 3)

Net realized loss on investments...........................................          (29,624)
Change in net unrealized depreciation on investments.......................             7,634
                                                                                 -------------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS............................          (21,990)
                                                                                 -------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.......................           $23,675
                                                                                 =============
</TABLE>


See Notes to Financial Statements


24   Statement of Operations                        American Century Investments

<TABLE>
<CAPTION>
                       STATEMENT OF CHANGES IN NET ASSETS


THREE MONTHS ENDED JUNE 30, 1997 (UNAUDITED) AND PERIOD ENDED MARCH 31, 1997


INCREASE IN NET ASSETS                                                                  1997(1)         1997(2)

OPERATIONS

<S>                                                                               <C>              <C>         
Net investment income...........................................................  $     45,665     $     10,540
Net realized loss on investments................................................       (29,624)               -
Change in net unrealized depreciation on investments............................          7,634        (45,308)
                                                                                   --------------  --------------
Net increase (decrease) in net assets resulting from operations.................         23,675        (34,768)
                                                                                   --------------  --------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income......................................................       (45,665)        (10,540)
                                                                                   --------------  --------------

CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold.......................................................      2,400,704       2,627,000
Proceeds from reinvestment of distributions.....................................        42,564           8,426
Payments for shares redeemed....................................................      (387,150)       (312,742)
                                                                                   --------------  --------------
Net increase in net assets from capital share transactions......................     2,056,118        2,322,684
                                                                                   --------------  --------------

NET increase in net assets......................................................     2,034,128        2,277,376

NET ASSETS

Beginning of period.............................................................      2,277,376               -
                                                                                   --------------  --------------
End of period...................................................................     $4,311,504      $2,277,376
                                                                                   ==============  ==============

TRANSACTIONS IN SHARES OF THE FUNDS

Sold............................................................................        246,578         264,716
Issued in reinvestment of distributions.........................................          4,378             861
Redeemed........................................................................       (39,796)        (31,814)
                                                                                   --------------  --------------
Net increase....................................................................        211,160         233,763
                                                                                   ==============  ==============

(1)  Three months ended June 30, 1997 (unaudited).
(2)  February 10, 1997 (inception) through March 31, 1997.
</TABLE>


See Notes to Financial Statements


Statement of Additional Information       Statement of Changes in Net Assets  25


                          NOTES TO FINANCIAL STATEMENTS


JUNE 30, 1997 (UNAUDITED)

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

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION  --  American  Century  Government  Income  Trust  (the  Trust)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management   investment   company.   American   Century   --   Benham   Treasury
Inflation-Adjusted  Securities  Fund is one of the  seven  funds  composing  the
Trust. The Fund's  investment  objective is to provide a total return consistent
with investment in U.S. Treasury  inflation-adjusted  securities. The Fund seeks
to achieve  its  investment  objective  by  investing  at least 65% of its total
assets in  Treasury  Inflation-Adjusted  Securities  that are backed by the full
faith and credit of the U.S.  government and indexed or otherwise  structured by
the  U.S.   Treasury  to  provide   protection   against   inflation.   Treasury
Inflation-Adjusted  Securities may be issued by the U.S. Treasury in the form of
notes or bonds. Up to 35% of the Fund's total assets may be invested in Treasury
Inflation-Adjusted   Securities   issued  by  U.S.   government   agencies   and
government-sponsored  organizations,  when such securities become available. The
Fund may also  invest  in U.S.  Treasury  securities  which are not  indexed  to
inflation for liquidity and total return,  or if at any time the manger believes
there  is  an  inadequate  supply  of  appropriate  Treasury  Inflation-Adjusted
Securities in which to invest. The following  significant  accounting  policies,
related  to the Fund,  are in  accordance  with  accounting  policies  generally
accepted in the investment company industry.

SECURITY VALUATIONS -- Securities are valued through valuations obtained through
a  commercial  pricing  service or at the mean of the most  recent bid and asked
prices. When valuations are not readily available, securities are valued at fair
value as  determined  in  accordance  with  procedures  adopted  by the Board of
Trustees.

SECURITIES  TRANSACTIONS -- Security  transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

INVESTMENT  INCOME --  Interest  income is  recorded  on the  accrual  basis and
includes  amortization  of discounts  and  premiums.  Premiums and discounts are
amortized  using the effective  interest  rate method.  The  difference  between
original  principal  and the  inflation-adjusted  principal  is  amortized  on a
straight-line basis and is included in interest income.

INCOME TAX STATUS -- It is the Fund's  policy to distribute  all net  investment
income and net realized capital gains to shareholders  and to otherwise  qualify
as a regulated  investment  company under the provisions of the Internal Revenue
Code. Accordingly, no provision has been made for federal or state taxes.

DISTRIBUTIONS  TO SHAREHOLDERS -- Distributions  from net investment  income are
declared daily and distributed  monthly.  Distributions  from net realized gains
are declared and paid annually.

The character of distributions  made during the year from net investment  income
or net realized  capital gains may differ from their  ultimate  characterization
for federal income tax purposes. These differences are due to differences in the
recognition  of  income  and  expense  items  for  financial  statement  and tax
purposes.

SUPPLEMENTARY INFORMATION -- Certain officers and trustees of the Trust are also
officers and/or directors, and, as a group, controlling stockholders of American
Century  Companies,  Inc. (ACC), the parent of the Trust's  investment  advisor,
Benham Management  Corporation (BMC), the Trust's distributor,  American Century
Investment  Services,  Inc.  (ACIS),  and the Trust's  transfer agent,  American
Century Services Corporation (ACSC).

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 increases  and  decreases in net assets
from  operations  during the  period.  Actual  results  could  differ from these
estimates.


26  Notes to Financial Statements                   American Century Investments


                          NOTES TO FINANCIAL STATEMENTS


JUNE 30, 1997 (UNAUDITED)
- --------------------------------------------------------------------------------

2. TRANSACTIONS WITH RELATED PARTIES


The  Trust has  entered  into an  Investment  Advisory  Agreement  with BMC that
provides  the  Trust  with  investment  advisory  services  in  exchange  for an
investment  advisory  fee.  ACSC pays all  compensation  of Trust  officers  and
trustees who are officers or  directors  of ACC or any of its  subsidiaries.  In
addition,  promotion and  distribution  expenses are paid by BMC. The investment
advisory  fee is paid  monthly  by the Fund  based on its pro rata  share of the
dollar amount derived from applying the Trust's average daily closing net assets
to the following annualized investment advisory fee schedule:

          0.50% of the first $100 million 
          0.45% of the next $100 million 
          0.40% of the next $100 million 
          0.35% of the next $100 million 
          0.30% of the next $100 million 
          0.25% of the next $1 billion 
          0.24% of the next $1 billion 
          0.23% of the next $1 billion
          0.22% of the next $1 billion  
          0.21% of the next $1 billion  
          0.20% of the next $1 billion
          0.19% of the average daily net assets over $6.5 billion

The Trust has an  Administrative  Services and Transfer  Agency  Agreement  with
ACSC. Under the Agreement,  ACSC provides  substantially all  administrative and
transfer agency services  necessary to operate the Fund. Fees for these services
are based on  transaction  volume,  number of accounts and average daily closing
net assets for funds advised by BMC.

The Trust has an additional agreement with BMC pursuant to which BMC established
a contractual  expense guarantee that limits Fund expenses (excluding items such
as brokerage  commissions,  taxes,  interest,  custodian  earnings credits,  and
extraordinary  expenses)  to 0.50% of average  daily  closing  net  assets.  The
agreement provides 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 payable to affiliates as of June 30, 1997, based on the above agreements was
as follows:

Administrative Services and Transfer Agent . . . . . . . . . $1,376

On July 30,  1997,  the  shareholders  of the  Fund  approved  a new  management
agreement with American  Century  Investment  Management,  Inc. (an affiliate of
BMC) which replaces the existing contracts between the Fund and BMC and ACSC for
advisory, administrative and transfer agency services. Under the agreement, ACIM
will  provide all services  required by the fund in exchange  for one  "unified"
fee.  Had the new  agreement  been in effect for the fiscal  year ended June 30,
1997, the annual expense ratio of the Fund would have been 0.58%.  However, ACIM
has agreed to waive  expenses  which  exceed  0.50% of average  daily net assets
until May 31, 1998.

Final proxy tabulations were not available at the time this report was printed.

The Trust has a  Distribution  Agreement  with ACIS,  which is  responsible  for
promoting sales of and distributing the Trust's shares.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

Purchases  and  sales  of U.S.  Treasury  and  Agency  obligations,  other  than
short-term  investments,  for the three  months  ended  June 30,  1997,  totaled
$2,852,482 and $988,785, respectively.

As of June 30, 1997, accumulated net unrealized  depreciation was $37,674, which
consisted entirely of unrealized depreciation.


Statement of Additional Information            Notes to Financial Statements  27
    


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

   
Investor Services:
1-800-345-2021 or 816-531-5575
    

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-444-3485

Fax: 816-340-7962

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9708           [recycled logo]
SH-BKT-9284       Recycled
<PAGE>
AMERICAN CENTURY GOVERNMENT INCOME TRUST


1933 Act Post-Effective Amendment No. 33
1940 Act Amendment No. 34
- --------------------------------------------------------------------------------

PART C            OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)       FINANCIAL STATEMENTS.  Audited financial statements for each series of
          American  Century  Government  Income  Trust for the fiscal year ended
          March 31, 1997, are filed herein as included in the Trust's  Statement
          of  Additional  Information  by reference  to the Annual  Report dated
          March   31,   1997,    filed   on   May   30,   1997    (Accession   #
          0000773674-97-000008).

(b)      EXHIBITS.

         (1)      (a) Agreement and  Declaration of Trust dated May 31, 1995, is
                  incorporated   herein   by   reference   to   Exhibit   1   of
                  Post-Effective   Amendment  No.  28  filed  on  May  29,  1996
                  (Accession # 0000773674-96-000004).

                  (b)  Amendment to the  Declaration  of Trust dated October 21,
                  1996 is  incorporated  herein  by  reference  to  Exhibit 1 of
                  Post-Effective  Amendment  No.  31 filed on  February  7, 1997
                  (Accession # 0000773674-97-000002).

                  (c)  Amendment to the  Declaration  of Trust dated January 20,
                  1997 with respect to the American Century - Benham  Inflation-
                  Adjusted Treasury Fund is incorporated  herein by reference to
                  Exhibit 1 of Post-Effective Amendment No. 31 filed on February
                  7, 1997 (Accession # 0000773674-97-000002).

         (2)      Amended  and  Restated   Bylaws,   dated  May  17,  1995,  are
                  incorporated   herein   by   reference   to   Exhibit   2   of
                  Post-Effective   Amendment  No.  28  filed  on  May  29,  1996
                  (Accession # 0000773674-96-000004).

         (3)      Not applicable.

         (4)      (a) Specimen copy of American Century - Benham GNMA Fund share
                  certificate is  incorporated  herein by reference to Exhibit 4
                  to the registration statement filed on July 26, 1985.

                  (b) Specimen copy of American Century - Benham Adjustable Rate
                  Government  Securities Fund share  certificate is incorporated
                  herein by reference to Exhibit 4 to  Post-Effective  Amendment
                  No. 17 filed on September 30, 1991.

                  (c)   Specimen    copy   of   American    Century   -   Benham
                  Intermediate-Term   Treasury   Fund   share   certificate   is
                  incorporated   herein   by   reference   to   Exhibit   4   to
                  Post-Effective Amendment No. 18 filed on November 27, 1991.

                  (d)  Specimen  copy of  American  Century - Benham  Government
                  Agency Money  Market Fund share  certificate  is  incorporated
                  herein by reference to Exhibit 4 to  Post-Effective  Amendment
                  No. 18 filed on November 27, 1991.

                  (e)  Specimen  copy of  American  Century - Benham  Short-Term
                  Treasury  Fund share  certificate  is  incorporated  herein by
                  reference to Exhibit 4(e) to  Post-Effective  Amendment No. 24
                  filed on November 29, 1992.

                  (f)  Specimen  copy of  American  Century  - Benham  Long-Term
                  Treasury  Fund share  certificate  is  incorporated  herein by
                  reference to Exhibit 4(f) to  Post-Effective  Amendment No. 24
                  filed on November 29, 1992.

                  (g)   Specimen    copy   of   American    Century   -   Benham
                  Inflation-Adjusted   Treasury   Fund  share   certificate   is
                  incorporated   herein   by   reference   to   Exhibit   4   of
                  Post-Effective  Amendment  No.  31 filed on  February  7, 1997
                  (Accession # 0000773674-97-000002).

                  (h)  Specimen  copy  of  American  Century  -  Benham  Capital
                  Preservation Fund share certificate to be filed by amendment.

         (5)      Investor  Class  Investment   Management   Agreement   between
                  American Century - Benham Capital  Preservation Fund, American
                  Century  -  Benham  GNMA  Fund,   American  Century  -  Benham
                  Government Agency Money Market Fund, American Century - Benham
                  Short-Term   Treasury   Fund,   American   Century   -  Benham
                  Intermediate-Term  Treasury  Fund,  American  Century - Benham
                  Long-Term   Treasury  Fund  and  American   Century  -  Benham
                  Inflation   Adjusted   Treasury  Fund  and  American   Century
                  Investment  Management,  Inc. , dated as of August 1, 1997, is
                  included herein.

         (6)      Distribution  Agreement  between American  Century  Government
                  Income Trust and American Century  Investment  Services,  Inc.
                  dated as of August 1, 1997, is included herein.

         (7)      Not applicable.

         (8)      Custodian Agreement between American Century Government Income
                  Trust and The Chase Manhattan  Bank,  dated August 9, 1996, is
                  incorporated   herein   by   reference   to   Exhibit   8   of
                  Post-Effective  Amendment  No.  31 filed on  February  7, 1997
                  (Accession # 0000773674-97-000002).

         (9)      Transfer Agency Agreement between American Century  Government
                  Income Trust and American Century Services Corporation,  dated
                  as of August 1, 1997, is included herein.

         (10)     (a) Opinion  and consent of counsel as to the  legality of the
                  securities   being   registered,   dated   May  30,   1997  is
                  incorporated herein by reference to Rule 24f-2 Notice filed on
                  May 30, 1997 (Accession # 773674-97-000009).

                  (b) Opinion  and consent of counsel as to the  legality of the
                  American  Century  -  Benham  Capital   Preservation  Fund  is
                  included herein.

         (11)     Consent of KPMG Peat Marwick  LLP,  independent  auditors,  is
                  included herein.

         (12)     Not applicable.

         (13)     Not applicable.

         (14)     (a)  American  Century  Individual  Retirement  Account  Plan,
                  including all instructions and other relevant documents, dated
                  February 1992, is incorporated  herein by reference to Exhibit
                  14(a) to  Post-Effective  Amendment  No. 23 filed on September
                  28, 1992.

                  (b) American Century  Pension/Profit  Sharing plan,  including
                  all instructions and other relevant documents,  dated February
                  1992, is incorporated  herein by reference to Exhibit 14(b) to
                  Post-Effective Amendment No. 23 filed on September 28, 1992.

         (15)     Not applicable.

         (16)     Schedule  for  computation  of  each   performance   quotation
                  provided in response to Item 22 is included herein.

         (17)     Power of Attorney dated February 28, 1997 is included herein.

Item 25. Persons Controlled by or Under Common Control with Registrant.

Not applicable.

Item 26. Number of Holders of Securities.

As of June 30,  1997,  each  series of Benham  Government  Income  Trust had the
following number shareholders of record:

  American Century - Benham Capital Preservation Fund                         0
  American Century - Benham Government Agency Money Market Fund          16,354
  American Century - Benham Short-Term Treasury Fund                      1,133
  American Century - Benham Intermediate-Term Treasury Fund               9,152
  American Century - Benham Long-Term Treasury Fund                       2,892
  American Century - Benham Adjustable Rate Government Securities Fund   11,279
  American Century - Benham GNMA Fund                                    36,435
  American Century - Benham Inflation-Adjusted Treasury Fund                248

Item 27. Indemnification.

As stated in Article VII,  Section 3 of the  Declaration of Trust,  incorporated
herein by reference to Exhibit 1 to the  Registration  Statement,  "The Trustees
shall be entitled  and  empowered  to the  fullest  extent  permitted  by law to
purchase  insurance  for and to  provide  by  resolution  or in the  Bylaws  for
indemnification  out  of  Trust  assets  for  liability  and  for  all  expenses
reasonably  incurred  or paid or  expected to be paid by a Trustee or officer in
connection  with any  claim,  action,  suit,  or  proceeding  in which he or she
becomes  involved by virtue of his or her capacity or former  capacity  with the
Trust.  The  provisions,  including any  exceptions and  limitations  concerning
indemnification,  may be set forth in detail  in the  Bylaws or in a  resolution
adopted by the Board of Trustees."

Registrant hereby  incorporates by reference,  as though set forth fully herein,
Article VI of the  Registrant's  Bylaws,  amended on May 17, 1995,  appearing as
Exhibit 2 to Post-Effective  Amendment No. 28 filed on May 29, 1996 (Accession #
0000773674-96-000004).

Item 28. Business and Other Connections of Investment Advisor.

American Century Investment Management,  Inc., the investment manager to each of
the Registrant's  Funds, is engaged in the business of managing  investments for
deferred compensation plans and other institutional investors.

Item 29. Principal Underwriters.

The Registrant's distribution agent, American Century Investment Services, Inc.,
is distribution  agent to American  Century  Capital  Preservation  Fund,  Inc.,
American Century Capital Preservation Fund II, Inc., American Century California
Tax-Free and Municipal Funds, American Century Government Income Trust, American
Century  Municipal Trust,  American Century Target  Maturities  Trust,  American
Century  Quantitative Equity Funds,  American Century  International Bond Funds,
American Century  Investment  Trust,  American  Century Manager Funds,  American
Century Variable  Portfolios,  Inc., American Century Capital Portfolios,  Inc.,
American Century Mutual Funds,  Inc.,  American Century Premium Reserves,  Inc.,
American Century  Strategic Asset  Allocations,  Inc. and American Century World
Mutual  Funds,  Inc. The  information  required  with respect to each  director,
officer or partner of American Century Investment Services, Inc. is incorporated
herein by reference to American Century Investment Services, Inc. Form B-D filed
on November 21, 1985 (SEC File No. 8-35220; Firm CRD No. 17437).

Item 30. Location of Accounts and Records.

American Century Investment  Management,  Inc., the Registrant and its agent for
transfer and  administrative  services,  American Century Services  Corporation,
maintain  their  principal  office  at 4500  Main St.,  Kansas  City,  MO 64111.
American  Century Services  Corporation  maintains  physical  possession of each
account,  book,  or other  document,  and  shareholder  records as  required  by
ss.31(a) of the 1940 Act and rules  thereunder.  The  computer and data base for
shareholder  records are located at Central Computer  Facility,  401 North Broad
Street, Sixth Floor, Philadelphia, PA 19108.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

(a)  Registrant  undertakes  to  furnish  each  person to whom a  Prospectus  is
     delivered  with  a  copy  of  the  Registrant's  latest  annual  report  to
     shareholders, upon request and without charge.

(b)  Registrant hereby undertakes to call a meeting of shareholders of the Trust
     upon  written  request of  shareholders  owning at least  one-tenth  of the
     outstanding shares.

(c)  Registrant   hereby   undertakes   to  file,   with   respect  to  American
     Century--Benham Capital Preservation Fund, a post-effective amendment using
     financial statements which need not be certified, within four to six months
     from the commencement of operations.

(d)  The Registrant  undertakes to assist  shareholders in their  communications
     with other shareholders.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of  1940,  the  Registrant  has  duly  caused  this  Post-Effective
Amendment No. 33/Amendment No. 34 to be signed on its behalf by the undersigned,
thereunto  duly  authorized,  in  the  City  of  Mountain  View,  and  State  of
California,  on the 25th day of July, 1997. I hereby certify that this Amendment
meets the requirement for immediate effectiveness pursuant to Rule 485(b).

                           AMERICAN CENTURY GOVERNMENT INCOME TRUST


                           By: /s/ Douglas A. Paul
                               Douglas A. Paul
                               Vice President and Associate General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 33/Amendment No. 34 has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                                            Date
<S>                                  <C>                                    <C>
*                                    Chairman of the Board of Trustees,     July 25, 1997
- ---------------------------------    President, and
James M. Benham                      Chief Executive Officer

*                                    Trustee                                July 25, 1997
- ---------------------------------
Albert A. Eisenstat

*                                    Trustee                                July 25, 1997
- ---------------------------------
Ronald J. Gilson

*                                    Trustee                                July 25, 1997
- ---------------------------------
Myron S. Scholes

*                                    Trustee                                July 25, 1997
- ---------------------------------
Kenneth E. Scott

*                                    Trustee                                July 25, 1997
- ---------------------------------
Isaac Stein

*                                    Trustee                                July 25, 1997
- ---------------------------------
James E. Stowers III

*                                    Trustee                                July 25, 1997
- ---------------------------------
Jeanne D. Wohlers

*                                    Chief Financial Officer, Treasurer     July 25, 1997
- ---------------------------------
Maryanne Roepke
</TABLE>


/s/ Douglas A. Paul
*by Douglas A. Paul,  Attorney in Fact  (pursuant  to a Power of Attorney  dated
February 28, 1997).

EXHIBIT     DESCRIPTION

EX-99.B1    a)  Agreement  and  Declaration  of Trust  dated  May 31,  1995,  is
            incorporated  herein by  reference  to  Exhibit 1 of  Post-Effective
            Amendment   No.   28   filed   on  May   29,   1996   (Accession   #
            0000773674-96-000004).

            b) Amendment to the  Declaration  of Trust dated October 21, 1996 is
            incorporated  herein by  reference  to  Exhibit 1 of  Post-Effective
            Amendment   No.  31  filed  on   February  7,  1997   (Accession   #
            0000773674-97-000002).

            c) Amendment to the Declaration of Trust dated January 20, 1997 with
            respect to the American Century - Benham Inflation-Adjusted Treasury
            Fund  is   incorporated   herein  by   reference  to  Exhibit  1  of
            Post-Effective Amendment No. 31 filed on February 7, 1997 (Accession
            # 0000773674-97-000002).


EX-99.B2    Amended and Restated Bylaws,  dated May 17, 1995, are incorporated
            herein by reference to Exhibit 2 of Post-Effective  Amendment No. 28
            filed on May 29, 1996 (Accession # 0000773674-96-000004).

EX-99.B4)   a)  Specimen  copy of  American  Century - Benham  GNMA  Fund  share
            certificate is incorporated  herein by reference to Exhibit 4 to the
            registration statement filed on July 26, 1985.

            b)  Specimen  copy of  American  Century  - Benham  Adjustable  Rate
            Government  Securities Fund share certificate is incorporated herein
            by reference to Exhibit 4 to  Post-Effective  Amendment No. 17 filed
            on September 30, 1991.

            c)  Specimen  copy of  American  Century - Benham  Intermediate-Term
            Treasury Fund share certificate is incorporated  herein by reference
            to Exhibit 4 to  Post-Effective  Amendment  No. 18 filed on November
            27, 1991.

            d) Specimen  copy of  American  Century - Benham  Government  Agency
            Money  Market  Fund  share  certificate  is  incorporated  herein by
            reference to Exhibit 4 to  Post-Effective  Amendment No. 18 filed on
            November 27, 1991.

            e) Specimen copy of American  Century - Benham  Short-Term  Treasury
            Fund  share  certificate  is  incorporated  herein by  reference  to
            Exhibit 4(e) to  Post-Effective  Amendment  No. 24 filed on November
            29, 1992.

            f) Specimen  copy of American  Century - Benham  Long-Term  Treasury
            Fund  share  certificate  is  incorporated  herein by  reference  to
            Exhibit 4(f) to  Post-Effective  Amendment  No. 24 filed on November
            29, 1992.

            g)  Specimen  copy of American  Century - Benham  Inflation-Adjusted
            Treasury Fund share certificate is incorporated  herein by reference
            to Exhibit 4 of Post-Effective Amendment No. 31 filed on February 7,
            1997 (Accession # 0000773674-97-000002).

            h) Specimen copy of American  Century - Benham Capital  Preservation
            Fund share certificate to be filed by amendment.

EX-99.B5    Investor Class  Investment  Management  Agreement  between  American
            Century  - Benham  Capital  Preservation  Fund,  American  Century -
            Benham GNMA Fund,  American Century - Benham Government Agency Money
            Market Fund,  American  Century - Benham  Short-Term  Treasury Fund,
            American Century - Benham Intermediate-Term  Treasury Fund, American
            Century - Benham  Long-Term  Treasury  Fund and  American  Century -
            Benham  Inflation   Adjusted  Treasury  Fund  and  American  Century
            Investment  Management,  Inc.  ,  dated as of  August  1,  1997,  is
            included herein.

EX-99.B6    Distribution  Agreement  between American Century  Government Income
            Trust and American  Century  Investment  Services,  Inc. dated as of
            August 1, 1997, is included herein.

EX-99.B8    Custodian Agreement between American Century Government Income Trust
            and The Chase Manhattan Bank,  dated August 9, 1996, is incorporated
            herein by reference to Exhibit 8 of Post-Effective  Amendment No. 31
            filed on February 7, 1997 (Accession # 0000773674-97-000002).

EX-99.B9    Transfer Agency Agreement between American Century Government Income
            Trust and American Century Services Corporation,  dated as of August
            1, 1997, is included herein.

EX-99.B10   a)  Opinion  and  consent  of  counsel  as to  the  legality  of the
            securities  being  registered,  dated May 30,  1997 is  incorporated
            herein by  reference  to Rule  24f-2  Notice  filed on May 30,  1997
            (Accession # 773674-97-000009).

            b) Opinion and consent of counsel as to the legality of the American
            Century - Benham Capital Preservation Fund is included herein.

EX-99.B11   Consent of KPMG Peat Marwick LLP, independent  auditors, is included
            herein.

EX-99.B14   a) American Century Individual  Retirement  Account Plan,  including
            all instructions and other relevant documents,  dated February 1992,
            is   incorporated   herein  by   reference   to  Exhibit   14(a)  to
            Post-Effective Amendment No. 23 filed on September 28, 1992.

            b) American  Century  Pension/Profit  Sharing  plan,  including  all
            instructions and other relevant  documents,  dated February 1992, is
            incorporated  herein by reference to Exhibit 14(b) to Post-Effective
            Amendment No. 23 filed on September 28, 1992.

EX-99.B16   Schedule for computation of each performance  quotation  provided in
            response to Item 22 is included herein.

EX-99.B17   Power of Attorney dated February 28, 1997 is included herein.

EX-27.5.1   FDS for American Century - Benham GNMA Fund.

EX-27.5.2   FDS for American Century - Benham Intermediate-Term Treasury Fund.

EX-27.4.3   FDS for  American  Century - Benham  Government  Agency Money Market
            Fund.

EX-27.5.4   FDS  for  American  Century  -  Benham  Adjustable  Rate  Government
            Securities Fund.

EX-27.5.5   FDS for American Century - Benham Short-Term Treasury Fund.

EX-27.5.6   FDS for American Century - Benham Long-Term Treasury Fund.

EX-27.5.7   FDS for American Century - Benham Inflation-Adjusted Treasury Fund
            (for the period ended March 31, 1997)

EX-27.5.8   FDS for American Century - Benham Inflation-Adjusted Treasury Fund
            (for the period ended June 30, 1997)



                  AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

                              MANAGEMENT AGREEMENT

                                 Investor Class

         This  MANAGEMENT  AGREEMENT is made and entered into by and between the
registered  investment  companies  listed on  Exhibit A to this  Agreement  (the
"Companies"),  as of the dates  noted on such  Exhibit A, and  American  Century
Investment Management, Inc., a Delaware corporation (the "Investment Manager").

         IN  CONSIDERATION   of  the  mutual  promises  and  agreements   herein
contained, the parties agree as follows:

1.       Investment Management Services.  The Investment Manager shall supervise
         the investments of each series of shares of the Companies  contemplated
         as of the date  hereof,  and such  subsequent  series  of shares as the
         Companies  shall  select the  Investment  Manager  to  manage.  In such
         capacity, the Investment Manager shall maintain a continuous investment
         program  for each  such  series,  determine  what  securities  shall be
         purchased or sold by each series,  secure and evaluate such information
         as it deems proper and take whatever  action is necessary or convenient
         to perform its  functions,  including  the placing of purchase and sale
         orders.

2.       Compliance  With  Laws.  All  functions  undertaken  by the  Investment
         Manager  hereunder  shall at all times conform to, and be in accordance
         with, any requirements imposed by:

         (a)      the  Investment  Company  Act of 1940,  as amended  (the "1940
                  Act"), and any rules and regulations promulgated thereunder;

         (b)      any other applicable provisions of law;

         (c)      the   Declaration  of  Trust  or  Articles  of   Incorporation
                  applicable  to each of the  Companies  as amended from time to
                  time;

         (d)      the By-Laws of the Companies as amended from time to time; and

         (e)      the registration  statement of the Companies,  as amended from
                  time to time,  filed under the  Securities Act of 1933 and the
                  1940 Act.

3.       Board  Supervision.  All of the functions  undertaken by the Investment
         Manager hereunder shall at all times be subject to the direction of the
         Board of Trustees or Board of  Directors  (collectively,  the "Board of
         Directors") of the Companies, its executive committee, or any committee
         or officers of the Companies acting under the authority of the Board of
         Directors.

4.       Payment  Of  Expenses.  The  Investment  Manager  will  pay  all of the
         expenses of each series of the Companies'  shares that it shall manage,
         other than interest, taxes, brokerage commissions, portfolio insurance,
         extraordinary expenses and the fees and expenses of those Directors who
         are not  "interested  persons"  as  defined  in 1940  Act  (hereinafter
         referred to as the "Independent  Directors")  (including counsel fees).
         The  Investment  Manager will provide the  Companies  with all physical
         facilities  and  personnel  required  to carry on the  business of each
         series that the  Investment  Manager  shall  manage,  including but not
         limited to office  space,  office  furniture,  fixtures and  equipment,
         office supplies, computer hardware and software and salaried and hourly
         paid personnel. The Investment Manager may at its expense employ others
         to provide all or any part of such facilities and personnel.

5.       Account  Fees.  The Board of  Directors  may  impose  fees for  various
         account services,  proceeds of which may be remitted to the appropriate
         Fund or the Investment Manager at the discretion of the Board. At least
         60 days' prior written  notice of the intent to impose such fee must be
         given to the shareholders of the affected series.

6.       Management Fees.

         (a)      In  consideration  of the services  provided by the Investment
                  Manager, each series of shares of the Companies managed by the
                  Investment  Manager shall pay to the Investment  Manager a per
                  annum management fee (hereinafter,  the "Applicable Fee"). The
                  calculation of the Applicable Fee for a series is performed as
                  follows:

                  (i)      Each series is  assigned  to one of three  categories
                           based   on   its   overall    investment    objective
                           ("Investment  Category").   The  Investment  Category
                           assignments appear in Exhibit B to this Agreement.

                  (ii)     Each  series is  assigned a fee  schedule  within its
                           Investment  Category in Exhibit C to this  Agreement.
                           The  Investment   Category   assets  managed  by  the
                           Investment  Manager determines the first component of
                           a  series'  fee.  This  fee  is  referred  to as  the
                           "Investment  Category Fee". The  determination of the
                           Investment Category assets is as follows:

                           a)       Money Market Fund Category. The assets which
                                    are  used to  determine  the  fee  for  this
                                    Investment Category is the sum of the assets
                                    of all of the  open-end  investment  company
                                    series  which   invest   primarily  in  debt
                                    securities,  are  subject to Rule 2a-7 under
                                    the  1940  Act,  managed  by the  Investment
                                    Manager  and  distributed  to the  public by
                                    American Century Investment Services, Inc.

                           b)       Bond Fund  Category.  The  assets  which are
                                    used  to   determine   the   fee  for   this
                                    Investment Category is the sum the assets of
                                    all  of  the  open-end   investment  company
                                    series  which   invest   primarily  in  debt
                                    securities,  are not  subject  to Rule  2a-7
                                    under  the  1940  Act,  are  managed  by the
                                    Investment  Manager and are  distributed  to
                                    the public by  American  Century  Investment
                                    Services, Inc.

                           c)       Equity Fund  Category.  The assets which are
                                    used  to   determine   the   fee  for   this
                                    Investment Category is the sum the assets of
                                    all  of  the  open-end   investment  company
                                    series  which  invest  primarily  in  equity
                                    securities,  are  managed by the  Investment
                                    Manager and are distributed to the public by
                                    American Century Investment Services, Inc.

                  (iii)    A fee  which is based on the  total  assets in all of
                           the  Investment   Categories  is  determined  by  the
                           schedule  which  appears  in  Exhibit  D. This fee is
                           referred to as the series' "Complex Fee".

                  (iv)     The  Applicable  Fee for a  series  is the sum of the
                           Investment Category Fee and the Complex Fee.

                  (v)      The assets  which are used to compute the  Applicable
                           Fee  shall  be the  assets  of  all  of the  open-end
                           investment   companies   managed  by  the  Investment
                           Manager.  Any exceptions to this requirement shall be
                           approved by the Board of Directors of the Companies.

         (b)      On the first business day of each month, each series of shares
                  shall  pay  the  management  fee  at  the  rate  specified  by
                  subparagraph (a) of this paragraph 6 to the Investment Manager
                  for the previous  month.  The fee for the previous month shall
                  be  calculated  by  multiplying  the  Applicable  Fee for such
                  series by the  aggregate  average  daily  closing value of the
                  series'  net assets  during the  previous  month,  and further
                  multiplying that product by a fraction, the numerator of which
                  shall be the  number of days in the  previous  month,  and the
                  denominator of which shall be 365 (366 in leap years).

         (c)      In the event that the Board of  Directors  of a Company  shall
                  determine to issue any  additional  series of shares for which
                  it is proposed that the Investment Manager serve as investment
                  manager,  the Company and the  Investment  Manager shall enter
                  into an Addendum to this  Agreement  setting forth the name of
                  the  series,  the  Applicable  Fee and such  other  terms  and
                  conditions as are  applicable to the management of such series
                  of shares.

7.       Continuation  Of Agreement.  This  Agreement  shall continue in effect,
         unless sooner terminated as hereinafter  provided,  for a period of two
         years from the  execution  hereof,  and for as long  thereafter  as its
         continuance  is  specifically  approved,  as  to  each  series  of  the
         Companies,  at least  annually  (i) by the  Board of  Directors  of the
         Companies  or by the  vote  of a  majority  of the  outstanding  voting
         securities of the Companies,  and (ii) by the vote of a majority of the
         Directors  of the  Companies,  who are not parties to the  agreement or
         interested  persons  of any such  party,  cast in  person  at a meeting
         called for the purpose of voting on such approval.

8.       Termination.  This  Agreement  may be  terminated,  with respect to any
         series,  by the  Investment  Manager at any time  without  penalty upon
         giving the  appropriate  Company 60 days'  written  notice,  and may be
         terminated,  with respect to any series, at any time without penalty by
         the Board of  Directors  of a Company or by vote of a  majority  of the
         outstanding voting securities of such series on 60 days' written notice
         to the Investment Manager.

9.       Effect Of Assignment.  This Agreement shall automatically  terminate in
         the  event  of  assignment  by  the   Investment   Manager,   the  term
         "assignment"  for this  purpose  having the meaning  defined in Section
         2(a)(4) of the 1940 Act.

10.      Other  Activities.  Nothing herein shall be deemed to limit or restrict
         the  right  of  the  Investment  Manager,  or the  right  of any of its
         officers, directors or employees (who may also be a trustee, officer or
         employee  of a Company),  to engage in any other  business or to devote
         time and  attention  to the  management  or other  aspects of any other
         business,  whether  of a similar  or  dissimilar  nature,  or to render
         services  of any kind to any other  corporation,  firm,  individual  or
         association.

11.      Standard  Of Care.  In the absence of willful  misfeasance,  bad faith,
         gross  negligence,  or reckless  disregard of its obligations or duties
         hereunder on the part of the Investment  Manager,  it, as an inducement
         to it to enter into this  Agreement,  shall not be subject to liability
         to the Companies or to any  shareholder of the Companies for any act or
         omission  in the  course  of, or  connected  with,  rendering  services
         hereunder  or for any losses  that may be  sustained  in the  purchase,
         holding or sale of any security.

12.      Separate  Agreement.   The  parties  hereto  acknowledge  that  certain
         provisions of the 1940 Act, in effect, treat each series of shares of a
         registered   investment  company  as  a  separate  investment  company.
         Accordingly,  the parties hereto hereby  acknowledge and agree that, to
         the extent deemed  appropriate  and consistent  with the 1940 Act, this
         Agreement  shall be deemed to constitute a separate  agreement  between
         the  Investment  Manager  and each  series of  shares of the  Companies
         managed by the Investment Manager.

13.      Use of the Names  "American  Century" and "Benham." The name  "American
         Century" and all rights to the use of the names "American  Century" and
         "Benham"  are the  exclusive  property  of  American  Century  Services
         Corporation  ("ACSC"), an affiliate of the Investment Manager. ACSC has
         consented to, and granted a  non-exclusive  license for, the use by the
         Companies and their respective  series of the names "American  Century"
         and  "Benham"  in the name of the  Companies  and any  series of shares
         thereof.  Such consent and non-exclusive license may be revoked by ACSC
         in its discretion if ACSC, the Investment  Manager,  or a subsidiary or
         affiliate of either of them is not employed as the  investment  manager
         of each  series  of  shares  of the  Companies.  In the  event  of such
         revocation,  the Companies and each series of shares  thereof using the
         name  "American  Century"  or  "Benham"  shall  cease  using  the  name
         "American Century" or "Benham",  unless otherwise  consented to by ACSC
         or any successor to its interest in such names.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their  respective  duly  authorized  officers as of the day and year
indicated on Exhibit A.


                                   AMERICAN CENTURY CALIFORNIA TAX-FREE AND 
                                        MUNICIPAL FUNDS
                                   AMERICAN CENTURY GOVERNMENT INCOME TRUST 
                                   AMERICAN CENTURY INTERNATIONAL BOND FUNDS 
                                   AMERICAN CENTURY INVESTMENT TRUST 
                                   AMERICAN CENTURY MUNICIPAL TRUST 
                                   AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                                   AMERICAN CENTURY TARGET MATURITIES TRUST
Attest:

/*/Douglas A. Paul                 /*/James M. Benham
Secretary                          President and Chief Executive Officer


Attest:                            AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

/*/William M. Lyons                /*/James E. Stowers III
Secretary                          President and Chief Executive Officer
<PAGE>

                                    Exhibit A
<TABLE>
         Registered Investment Companies Subject to Management Agreement

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

Registered Investment Company and Funds                                                         Date
- --------------------------------------------------------------------------------- ----------------------------------

<S>                                                                              <C>  
American Century California Tax-Free and Municipal Funds
     Benham California High Yield Municipal Fund                                           August 1, 1997
     Benham California Insured Tax-Free Fund                                               August 1, 1997
     Benham California Intermediate-Term Tax-Free Fund                                     August 1, 1997
     Benham California Limited-Term Tax-Free Fund                                          August 1, 1997
     Benham California Long-Term Tax-Free Fund                                             August 1, 1997
     Benham California Municipal Money Market Fund                                         August 1, 1997
     Benham California Tax-Free Money Market Fund                                          August 1, 1997

American Century Government Income Trust
     Benham Capital Preservation Fund                                                      August 1, 1997
     Benham GNMA Fund                                                                      August 1, 1997
     Benham Government Agency Money Market Fund                                            August 1, 1997
     Benham Inflation-Adjusted Treasury Fund                                               August 1, 1997
     Benham Intermediate-Term Treasury Fund                                                August 1, 1997
     Benham Long-Term Treasury Fund                                                        August 1, 1997
     Benham Short-Term Government Fund                                                     August 1, 1997
     Benham Short-Term Treasury Fund                                                       August 1, 1997

American Century International Bond Funds
     Benham International Bond Fund                                                        August 1, 1997

American Century Investment Trust
     Benham Prime Money Market Fund                                                        August 1, 1997

American Century Municipal Trust
     Benham Arizona Intermediate-Term Municipal Fund                                       August 1, 1997
     Benham Florida Intermediate-Term Municipal Fund                                       August 1, 1997
     Benham Florida Municipal Money Market Fund                                            August 1, 1997
     Benham Intermediate-Term Tax-Free Fund                                                August 1, 1997
     Benham Limited-Term Tax-Free Fund                                                     August 1, 1997
     Benham Long-Term Tax-Free Fund                                                        August 1, 1997
     Benham Tax-Free Money Market Fund                                                     August 1, 1997

American Century Quantitative Equity Funds
     American Century Equity Growth Fund                                                   August 1, 1997
     American Century Global Gold Fund                                                     August 1, 1997
     American Century Global Natural Resources Fund                                        August 1, 1997
     American Century Income & Growth Fund                                                 August 1, 1997
     American Century Utilities Fund                                                       August 1, 1997

American Century Target Maturities Trust
     Benham Target Maturities Trust: 2000                                                  August 1, 1997
     Benham Target Maturities Trust: 2005                                                  August 1, 1997
     Benham Target Maturities Trust: 2010                                                  August 1, 1997
     Benham Target Maturities Trust: 2015                                                  August 1, 1997
     Benham Target Maturities Trust: 2020                                                  August 1, 1997
     Benham Target Maturities Trust: 2025                                                  August 1, 1997
- --------------------------------------------------------------------------------- ----------------------------------
</TABLE>


By executing  this Exhibit A, each Fund  executes  the  Management  Agreement to
which it is  attached  and all of its  Exhibits  and  amendments  as of the date
specified above.

                                      AMERICAN CENTURY CALIFORNIA TAX-FREE AND
                                       MUNICIPAL FUNDS
                                      AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                      AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                      AMERICAN CENTURY INVESTMENT TRUST
                                      AMERICAN CENTURY MUNICIPAL TRUST
                                      AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT           AMERICAN CENTURY TARGET MATURITIES TRUST
 MANAGEMENT, INC.
 

/*/James E. Stowers III                /*/James M. Benham
President and                          President and 
Chief Executive Officer                Chief Executive Officer
<PAGE>

                                    Exhibit B

                          Series Investment Categories

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

Investment Category         Series
- --------------------------------------------------------------------------------

Money Market Funds          Benham California Municipal Money Market Fund
                            Benham California Tax-Free Money Market Fund
                            Benham Capital Preservation Fund
                            Benham Florida Municipal Money Market Fund
                            Benham Government Agency Money Market Fund
                            Benham Prime Money Market Fund
                            Benham Tax-Free Money Market Fund

Bond Funds                  Benham Arizona Intermediate-Term Municipal Fund
                            Benham California High Yield Municipal Fund
                            Benham California Insured Tax-Free Fund
                            Benham California Intermediate-Term Tax-Free Fund
                            Benham California Limited-Term Tax-Free Fund
                            Benham California Long-Term Tax-Free Fund
                            Benham Florida Intermediate-Term Municipal Fund
                            Benham GNMA Fund
                            Benham Inflation-Adjusted Treasury Fund
                            Benham Intermediate-Term Tax-Free Fund
                            Benham Intermediate-Term Treasury Fund
                            Benham International Bond Fund
                            Benham Limited-Term Tax-Free Fund
                            Benham Long-Term Tax-Free Fund
                            Benham Long-Term Treasury Fund
                            Benham Short-Term Government Fund
                            Benham Short-Term Treasury Fund
                            Benham Target Maturities Trust: 2000
                            Benham Target Maturities Trust: 2005
                            Benham Target Maturities Trust: 2010
                            Benham Target Maturities Trust: 2015
                            Benham Target Maturities Trust: 2020
                            Benham Target Maturities Trust: 2025

Equity Funds                American Century Equity Growth Fund
                            American Century Global Gold Fund
                            American Century Global Natural Resources Fund
                            American Century Income & Growth Fund
                            American Century Utilities Fund
- --------------------------------------------------------------------------------



Dated:  August 1, 1997

                                      AMERICAN CENTURY CALIFORNIA TAX-FREE AND
                                        MUNICIPAL FUNDS
                                      AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                      AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                      AMERICAN CENTURY INVESTMENT TRUST
                                      AMERICAN CENTURY MUNICIPAL TRUST
                                      AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT           AMERICAN CENTURY TARGET MATURITIES TRUST
 MANAGEMENT, INC.
As executed on behalf of              As executed on behalf of the above in
the above inExhibit A by              Exhibit A by

James E. Stowers III                  James M. Benham
President and                         President and 
Chief Executive Officer               Chief Executive Officer

<PAGE>
                                    Exhibit C
<TABLE>
              Investment Category Fee Schedules: Money Market Funds


Schedule 1
                                                   ------------------------------------------------------------------
<S>                              <C>                         <C>     
CATEGORY ASSETS                   FEE RATE                                 Schedule 1 Funds:
First $1 billion                  0.2500%                          Benham Capital Preservation Fund
Next $1 billion                   0.2070%                     Benham Government Agency Money Market Fund
Next $3 billion                   0.1660%          ------------------------------------------------------------------
Next $5 billion                   0.1490%
Next $15 billion                  0.1380%
Next $25 billion                  0.1375%
Thereafter                        0.1370%


Schedule 2
                                                   ------------------------------------------------------------------
CATEGORY ASSETS                   FEE RATE                                 Schedule 2 Funds:
First $1 billion                  0.2700%                    Benham California Tax-Free Money Market Fund
Next $1 billion                   0.2270%                    Benham California Municipal Money Market Fund
Next $3 billion                   0.1860%                     Benham Florida Municipal Money Market Fund
Next $5 billion                   0.1690%                          Benham Tax-Free Money Market Fund
Next $15 billion                  0.1580%          ------------------------------------------------------------------
Next $25 billion                  0.1575%
Thereafter                        0.1570%


Schedule 3
                                                   ------------------------------------------------------------------
CATEGORY ASSETS                   FEE RATE                                 Schedule 3 Funds:
First $1 billion                  0.3700%                           Benham Prime Money Market Fund
Next $1 billion                   0.3270%          ------------------------------------------------------------------
Next $3 billion                   0.2860%
Next $5 billion                   0.2690%
Next $15 billion                  0.2580%
Next $25 billion                  0.2575%
Thereafter                        0.2570%
<PAGE>
                       Category Fee Schedules: Bond Funds


Schedule 1
                                                   ------------------------------------------------------------------
CATEGORY ASSETS                   FEE RATE                                 Schedule 1 Funds:
First $1 billion                  0.2800%                           Benham Short-Term Treasury Fund
Next $1 billion                   0.2280%                       Benham Intermediate-Term Treasury Fund
Next $3 billion                   0.1980%                           Benham Long-Term Treasury Fund
Next $5 billion                   0.1780%                    Benham California Limited-Term Municipal Fund
Next $15 billion                  0.1650%                 Benham California Intermediate-Term Municipal Fund
Next $25 billion                  0.1630%                     Benham California Long-Term Municipal Fund
Thereafter                        0.1625%                       Benham California Insured Tax-Free Fund
                                                            Benham Arizona Intermediate-Term Municipal Fund
                                                            Benham Florida Intermediate-Term Municipal Fund
                                                                   Benham Limited-Term Tax-Free Fund
                                                                Benham Intermediate-Term Tax-Free Fund
                                                                    Benham Long-Term Tax-Free Fund
                                                                Benham Inflation-Adjusted Treasury Fund
                                                   ------------------------------------------------------------------


Schedule 2
                                                   ------------------------------------------------------------------
CATEGORY ASSETS                   FEE RATE                                 Schedule 2 Funds:
First $1 billion                  0.3100%                     Benham California High-Yield Municipal Fund
Next $1 billion                   0.2580%          ------------------------------------------------------------------
Next $3 billion                   0.2280%
Next $5 billion                   0.2080%
Next $15 billion                  0.1950%
Next $25 billion                  0.1930%
Thereafter                        0.1925%


Schedule 3
                                                   ------------------------------------------------------------------
CATEGORY ASSETS                   FEE RATE                                 Schedule 3 Funds:
First $1 billion                  0.3600%                                  Benham GNMA Fund
Next $1 billion                   0.3080%                          Benham Short-Term Government Fund
Next $3 billion                   0.2780%                        Benham Target Maturities Trust: 2000
Next $5 billion                   0.2580%                        Benham Target Maturities Trust: 2005
Next $15 billion                  0.2450%                        Benham Target Maturities Trust: 2010
Next $25 billion                  0.2430%                        Benham Target Maturities Trust: 2015
Thereafter                        0.2425%                        Benham Target Maturities Trust: 2020
                                                                 Benham Target Maturities Trust: 2025
                                                   ------------------------------------------------------------------

                       Category Fee Schedules: Bond Funds
                                   (continued)


Schedule 4
                                                   ------------------------------------------------------------------
CATEGORY ASSETS                   FEE RATE                                 Schedule 4 Funds:
First $1 billion                  0.6100%                           Benham International Bond Fund
Next $1 billion                   0.5580%          ------------------------------------------------------------------
Next $3 billion                   0.5280%
Next $5 billion                   0.5080%
Next $15 billion                  0.4950%
Next $25 billion                  0.4930%
Thereafter                        0.4925%


                      Category Fee Schedules: Equity Funds


Schedule 1
                                                   ------------------------------------------------------------------
CATEGORY ASSETS                   FEE RATE                                 Schedule 1 Funds:
First $1 billion                  0.5200%                         American Century Equity Growth Fund
Next $5 billion                   0.4600%                          American Century Global Gold Fund
Next $15 billion                  0.4160%                   American Century Global Natural Resources Fund
Next $25 billion                  0.3690%                        American Century Income & Growth Fund
Next $50 billion                  0.3420%                           American Century Utilities Fund
Next $150 billion                 0.3390%          ------------------------------------------------------------------
Thereafter                        0.3380%


Dated:  August 1, 1997

                                                       AMERICAN CENTURY CALIFORNIA TAX-FREE AND 
                                                            MUNICIPAL FUNDS
                                                       AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                                       AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                                       AMERICAN CENTURY INVESTMENT TRUST
                                                       AMERICAN CENTURY MUNICIPAL TRUST
                                                       AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.           AMERICAN CENTURY TARGET MATURITIES TRUST

As executed on behalf of the above in                  As executed on behalf of the above in
Exhibit A by                                           Exhibit A by
James E. Stowers III                                   James M. Benham
President and Chief Executive Officer                  President and Chief Executive Officer
</TABLE>
<PAGE>
                                    Exhibit D

                              Complex Fee Schedule

               COMPLEX ASSETS                              FEE RATE
               First $2.5 billion                          0.3100%
               Next $7.5 billion                           0.3000%
               Next $15.0 billion                          0.2985%
               Next $25.0 billion                          0.2970%
               Next $50.0 billion                          0.2960%
               Next $100.0 billion                         0.2950%
               Next $100.0 billion                         0.2940%
               Next $200.0 billion                         0.2930%
               Next $250.0 billion                         0.2920%
               Next $500.0 billion                         0.2910%
               Thereafter                                  0.2900%

Dated:  August 1, 1997

                                     AMERICAN CENTURY CALIFORNIA TAX-FREE AND 
                                          MUNICIPAL FUNDS
                                     AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                     AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                     AMERICAN CENTURY INVESTMENT TRUST
                                     AMERICAN CENTURY MUNICIPAL TRUST
                                     AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT          AMERICAN CENTURY TARGET MATURITIES TRUST
 MANAGEMENT, INC.

As executed on behalf of             As executed on behalf of the above in
the above in Exhibit A by            Exhibit A by

James E. Stowers III                 James M. Benham
President and                        President and Chief Executive Officer
Chief Executive Officer

                   AMERICAN CENTURY INVESTMENT SERVICES, INC.

                             DISTRIBUTION AGREEMENT


         This  DISTRIBUTION  AGREEMENT  is made and entered  into by and between
each of the  open-end  management  investment  companies  listed on  SCHEDULE A,
attached  hereto,  as of the dates noted on such  SCHEDULE A,  together with all
other open end management investment companies subsequently established and made
subject to this  Agreement in  accordance  with SECTION 11 (the  "Issuers")  and
AMERICAN   CENTURY   INVESTMENT   SERVICES,   INC.,   a   Delaware   corporation
("Distributor").

         WHEREAS,  the common stock of each of the Issuers is currently  divided
into a number of separate series of shares,  or funds,  each  corresponding to a
distinct  portfolio  of  securities,  and many of which  are also  divided  into
multiple classes of shares; and

         WHEREAS,  Distributor  is a  registered  as a  broker-dealer  with  the
Securities and Exchange  Commission ("SEC") under the Securities Exchange Act of
1934 and is a member of the National  Association of Securities  Dealers,  Inc.;
and

         WHEREAS,  the Boards of Directors of the Issuers (the  "Board") wish to
engage the Distributor to act as the distributor of the Funds;

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties agree as follows:

Section 1.        General Responsibilities

Each Issuer hereby engages  Distributor  to act as exclusive  distributor of the
shares of each class of its separate series, and any other series and classes as
may be designated  from time to time hereafter (the "Funds").  The Funds subject
to this Distribution  Agreement are identified on SCHEDULE A, as the same may be
amended  from  time to  time.  Sales of a Fund's  shares  shall be made  only to
investors  residing  in those  states in which  such Fund is  registered.  After
effectiveness  of each  Fund's  registration  statement,  Distributor  will hold
itself available to receive, and will receive, by mail, telex, telephone, and/or
such other method as may be agreed upon between Distributor and Issuers,  orders
for the purchase of Fund shares, and will accept or reject such orders on behalf
of the  Funds  in  accordance  with  the  provisions  of the  applicable  Fund's
prospectus.  Distributor  will be  available  to transmit  such orders as are so
accepted to the Fund's  transfer agent as promptly as possible for processing at
the shares' net asset value next determined in accordance with the prospectuses.

a.       Offering  Price.  All shares sold by  Distributor  under this Agreement
         shall be sold at the net  asset  value per share  ("Net  Asset  Value")
         determined in the manner described in each Fund's prospectus, as it may
         be amended from time to time, next computed after the order is accepted
         by Distributor or its agents or affiliates.  Each Fund shall  determine
         and promptly  furnish to Distributor a statement of the Net Asset Value
         of shares of said Fund's  series at least once on each day on which the
         Fund is open for business, as described in its current prospectus.

b.       Promotional Support.  Each Fund shall furnish to Distributor for use in
         connection  with the sale of its shares such written  information  with
         respect to said Fund as Distributor may reasonably  request.  Each Fund
         represents and warrants that such  information,  when  authenticated by
         the signature of one of its officers,  shall be true and correct.  Each
         Fund shall also  furnish to  Distributor  copies of its  reports to its
         shareholders  and such  additional  information  regarding  said Fund's
         financial condition as Distributor may reasonably request.  Any and all
         representations,  statements  and  solicitations  respecting  a  Fund's
         shares made in advertisements, sales literature and in any other manner
         whatsoever  shall be limited  to and  conform  in all  respects  to the
         information provided hereunder.

c.       Regulatory Compliance. Each Fund shall furnish to Distributor copies of
         its current form of prospectus, as filed with the SEC, in such quantity
         as Distributor may reasonably request from time to time, and authorizes
         Distributor to use the  prospectus in connection  with the sale of such
         Fund's  shares.  All such  sales  shall be  initiated  by offer of, and
         conducted in accordance with, such prospectus and all of the provisions
         of the  Securities  Act of 1933,  the  Investment  Company  Act of 1940
         ("1940 Act") and all the rules and regulations thereunder.  Distributor
         shall furnish applicable federal and state regulatory  authorities with
         any information or reports related to its services under this Agreement
         which such  authorities  may  lawfully  request  in order to  ascertain
         whether  the  Funds'   operations  are  being  conducted  in  a  manner
         consistent with any applicable law or regulations.

d.       Acceptance.  All orders for the  purchase  of its shares are subject to
         acceptance by each Fund.

Section 2.        Compensation

a.       Retail Class and Institutional Class Shares. Except for the promises of
         the Funds  contained in this Agreement and their  performance  thereof,
         Distributor  shall not be entitled  to  compensation  for its  services
         hereunder  with respect to the Retail  Class or the  Services  Class of
         shares.

b.       Distribution  Class and Service Class Shares. For the services provided
         and  expenses  incurred by  Distributor  as  described in SECTION 2 AND
         SECTION 3 of the Master  Distribution  and  Shareholder  Services  Plan
         adopted by the Board with  respect  to the  Distribution  Class of such
         Funds,  Distributor shall receive the compensation described in SECTION
         1 of such Plan.  For the services  provided  and  expenses  incurred by
         Distributor as described in SECTION 2 of the Shareholder  Services Plan
         adopted by the Board with  respect to the Service  Class of such Funds,
         Distributor  shall receive the  compensation  described in SECTION 1 of
         such Plan.

Section 3.        Expenses

a.       Distributor  shall pay all expenses  incurred by it in connection  with
         the  performance  of its  distribution  duties  hereunder and under the
         Master  Distribution and Shareholder  Services Plan, dated as of August
         1, 1997,  with  respect  to the  Advisor  Class of the  Funds'  shares,
         including, but not limited to (A) payment of sales commission,  ongoing
         commissions   and  other  payments  to  brokers,   dealers,   financial
         institutions  or others  who sell  Advisor  Class  shares  pursuant  to
         Selling Agreements;  (B) compensation to registered  representatives or
         other employees of Distributor who engage in or support distribution of
         the Funds'  Advisor Class  shares;  (C)  compensation  to, and expenses
         (including overhead and telephone  expenses) of,  Distributor;  (D) the
         printing of  prospectuses,  statements  of additional  information  and
         reports  for other than  existing  shareholders;  (E) the  preparation,
         printing and distribution of sales literature and advertising materials
         provided to the Funds' shareholders and prospective  shareholders;  (F)
         receiving and answering  correspondence from prospective  shareholders,
         including   distributing   prospectuses,   statements   of   additional
         information,  and shareholder  reports; (G) the providing of facilities
         to answer questions from prospective  investors about Fund shares;  (H)
         complying with federal and state securities laws pertaining to the sale
         of Fund shares; (I) assisting investors in completing application forms
         and selecting dividend and other account options;  (J) the providing of
         other reasonable assistance in connection with the distribution of Fund
         shares;  (K) the  organizing  and  conducting  of  sales  seminars  and
         payments  in the  form of  transactional  compensation  or  promotional
         incentives;  (L) profit on the  foregoing;  (M) the payment of "service
         fees",  as  contemplated  by the Rules of Fair Practice of the National
         Association   of  Securities   Dealers  ,  Inc.;  and  (N)  such  other
         distribution  and services  activities as the Issuers  determine may be
         paid for by the Issuers  pursuant to the terms of this Agreement and in
         accordance with Rule 12b-1 of the 1940 Act.

b.       In addition to paying the above  expenses  with  respect to the Advisor
         Class,  Distributor shall pay all expenses incurred with respect to the
         Funds' other classes in connection  with their  registration  under the
         Securities  Act of 1933 and the 1940  Act,  the  qualification  of such
         shares  for  sale  in  each  jurisdiction   designated  by  the  Funds'
         investment  adviser,  the issue and transfer of such shares  (including
         the  expenses  of  confirming  purchase  and  redemption  orders and of
         supplying the information, prices and other data to be furnished by the
         Funds under this  Agreement),  the  registration  of  Distributor  as a
         broker,  and  the  registration  and  qualification  of  its  officers,
         directors and representatives under applicable federal and state laws.

Section 4.        Independent Contractor

Distributor shall be an independent  contractor.  Neither Distributor nor any of
its officers,  trustees, employees or representatives is or shall be an employee
of a Fund in connection with the performance of Distributor's  duties hereunder.
Distributor  shall  be  responsible  for its  own  conduct  and the  employment,
control,  compensation  and  conduct of its agents  and  employees,  and for any
injury  to such  agents  or  employees  or to  others  through  its  agents  and
employees.

Section 5.        Affiliation With The Funds

Subject to and in accordance with each Fund's formative documents, Section 10 of
the 1940  Act,  it is  understood:  that the  directors,  officers,  agents  and
shareholders  of the Funds are or may be interested in Distributor as directors,
officers, or shareholders of Distributor;  that directors,  officers,  agents or
shareholders  of Distributor are or may be interested in the Funds as directors,
officers,  shareholders  (directly or  indirectly)  or  otherwise;  and that the
affect of any such interest shall be governed by the 1940 Act and SECTION 4.

Section 6.        Books And Records

It is expressly  understood  and agreed that all  documents,  reports,  records,
books, files and other materials ("Fund Records") relating to this Agreement and
the services to be performed  hereunder  shall be the sole property of the Funds
and that such  property,  to the extent  held by  Distributor,  shall be held by
Distributor  as agent  during the  effective  term of this  Agreement.  All Fund
Records shall be delivered to the applicable  Fund upon the  termination of this
Agreement, free from any claim or retention of rights by Distributor.

Section 7.        Services Not Exclusive

The  services  of  Distributor  to the  Funds  hereunder  are  not to be  deemed
exclusive, and Distributor shall be free to render similar services to others.

Section 8.        Renewal And Termination

a.       Term and Annual  Renewal.  The term of this Agreement shall be from the
         date of its  approval  by the vote of a  majority  of the Board of each
         Issuer,  and it shall  continue in effect from year to year  thereafter
         only so long as such  continuance  is  specifically  approved  at least
         annually  by the vote of a  majority  of its  Board,  and the vote of a
         majority of said directors who are neither parties to the Agreement nor
         interested  persons of any such party, cast at a meeting called for the
         purpose of voting on such approval.  "Approved at least annually" shall
         mean approval  occurring,  with respect to the first continuance of the
         Agreement,  during the 90 days prior to and  including  the date of its
         termination  in the absence of such  approval,  and with respect to any
         subsequent  continuance,  during the 90 days prior to and including the
         first  anniversary  of the date  upon  which the most  recent  previous
         annual  continuance of the Agreement  became  effective.  The effective
         date of the  Agreement  with respect to each Fund is  identified in the
         Schedules attached to this Agreement.

b.       Termination.  This  Agreement may be  terminated  at any time,  without
         payment of any penalty, by a Fund's Board, upon 60 days' written notice
         to Distributor,  and by Distributor upon 60 days' written notice to the
         Fund. This Agreement shall terminate  automatically in the event of its
         assignment.  The term "assignment" shall have the meaning set forth for
         such term in Section 2(a)(4) of the 1940 Act.

Section 9.        Severability

If any  provision  of this  Agreement  shall be held or made  invalid by a court
decision,  statute,  rule or similar authority,  the remainder of this Agreement
shall not be affected thereby.

Section 10.       Applicable Law

This  Agreement  shall be construed in accordance  with the laws of the State of
Missouri.

Section 11.       Amendment

This  Agreement  and the  Schedules  forming a part hereof may be amended at any
time by a writing  signed by each of the parties  hereto.  In the event that the
Board or trustees of any additional funds indicate by resolution that such funds
are to be made parties to this  Agreement,  whether such funds were in existence
at the time of the  effective  date of this  Agreement or  subsequently  formed,
SCHEDULE A hereto shall be amended to reflect the addition of such new funds and
such new funds shall  thereafter  become parties hereto.  In the event that such
new  funds  issue  multiple  classes  of  shares,  SCHEDULES  B, C, D, AND E, as
appropriate,  shall be  amended  to  reflect  the  addition  of such new  funds'
classes.  In the event that any of the Funds listed on SCHEDULE A terminates its
registration as a management investment company, or otherwise ceases operations,
SCHEDULE A (and, as  appropriate,  SCHEDULES B, C, D, AND E) shall be amended to
reflect the deletion of such Fund and its various classes.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their  respective  duly  authorized  officers as of the day and year
indicated on SCHEDULE A.


                                      AMERICAN CENTURY CALIFORNIA TAX-FREE AND  
                                        MUNICIPAL FUNDS                         
                                      AMERICAN CENTURY GOVERNMENT INCOME TRUST  
                                      AMERICAN CENTURY INTERNATIONAL BOND FUNDS 
                                      AMERICAN CENTURY INVESTMENT TRUST         
                                      AMERICAN CENTURY MUNICIPAL TRUST          
                                      AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                                      AMERICAN CENTURY TARGET MATURITIES TRUST  
Attest:                                      

/*/Douglas A. Paul                    /*/James M. Benham
Secretary                             President and Chief Executive Officer


Attest:                               AMERICAN CENTURY INVESTMENT SERVICES, INC.

/*/William M. Lyons                   /*/James E. Stowers III
Secretary                             President and Chief Executive Officer
<PAGE>
                                   Schedule A
<TABLE>
              COMPANIES AND FUNDS COVERED BY DISTRIBUTION AGREEMENT

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

Registered Investment Company and Funds                                                         Date
- --------------------------------------------------------------------------------- ----------------------------------

<S>                                                                                <C>   
American Century California Tax-Free and Municipal Funds
     Benham California High Yield Municipal Fund                                           August 1, 1997
     Benham California Insured Tax-Free Fund                                               August 1, 1997
     Benham California Intermediate-Term Tax-Free Fund                                     August 1, 1997
     Benham California Limited-Term Tax-Free Fund                                          August 1, 1997
     Benham California Long-Term Tax-Free Fund                                             August 1, 1997
     Benham California Municipal Money Market Fund                                         August 1, 1997
     Benham California Tax-Free Money Market Fund                                          August 1, 1997

American Century Government Income Trust
     Benham Capital Preservation Fund                                                      August 1, 1997
     Benham GNMA Fund                                                                      August 1, 1997
     Benham Government Agency Money Market Fund                                            August 1, 1997
     Benham Inflation-Adjusted Treasury Fund                                               August 1, 1997
     Benham Intermediate-Term Treasury Fund                                                August 1, 1997
     Benham Long-Term Treasury Fund                                                        August 1, 1997
     Benham Short-Term Government Fund                                                     August 1, 1997
     Benham Short-Term Treasury Fund                                                       August 1, 1997

American Century International Bond Funds
     Benham International Bond Fund                                                        August 1, 1997

American Century Investment Trust
     Benham Prime Money Market Fund                                                        August 1, 1997

American Century Municipal Trust
     Benham Arizona Intermediate-Term Municipal Fund                                       August 1, 1997
     Benham Florida Intermediate-Term Municipal Fund                                       August 1, 1997
     Benham Florida Municipal Money Market Fund                                            August 1, 1997
     Benham Intermediate-Term Tax-Free Fund                                                August 1, 1997
     Benham Limited-Term Tax-Free Fund                                                     August 1, 1997
     Benham Long-Term Tax-Free Fund                                                        August 1, 1997
     Benham Tax-Free Money Market Fund                                                     August 1, 1997

American Century Quantitative Equity Funds
     American Century Equity Growth Fund                                                   August 1, 1997
     American Century Global Gold Fund                                                     August 1, 1997
     American Century Global Natural Resources Fund                                        August 1, 1997
     American Century Income & Growth Fund                                                 August 1, 1997
     American Century Utilities Fund                                                       August 1, 1997

American Century Target Maturities Trust
     Benham Target Maturities Trust: 2000                                                  August 1, 1997
     Benham Target Maturities Trust: 2005                                                  August 1, 1997
     Benham Target Maturities Trust: 2010                                                  August 1, 1997
     Benham Target Maturities Trust: 2015                                                  August 1, 1997
     Benham Target Maturities Trust: 2020                                                  August 1, 1997
     Benham Target Maturities Trust: 2025                                                  August 1, 1997
- --------------------------------------------------------------------------------- ----------------------------------

By executing this Schedule A, each Fund executes the  Distribution  Agreement to
which it is  attached  and all of its  Exhibits  and  amendments  as of the date
specified above.

                                                       AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                       AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                                       AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                                       AMERICAN CENTURY INVESTMENT TRUST
                                                       AMERICAN CENTURY MUNICIPAL TRUST
                                                       AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT SERVICES, INC.             AMERICAN CENTURY TARGET MATURITIES TRUST



/*/James E. Stowers III                                /*/James M. Benham
President and Chief Executive Officer                  President and Chief Executive Officer
</TABLE>
<PAGE>

                                   Schedule B
<TABLE>
<CAPTION>
                   FUNDS FEATURING MULTIPLE CLASSES OF SHARES


- ------------------------------------------------------------------ --------------- -------------- ----------------
                                                                      Investor        Advisor      Institutional
<S>                                                                   <C>              <C>          <C>
Fund                                                                   Class           Class           Class
American Century Equity Growth Fund                                      X               X               X
American Century Global Gold Fund                                        X               X
American Century Global Natural Resources Fund                           X               X
American Century Income & Growth Fund                                    X               X               X
American Century Utilities Fund                                          X               X
Benham GNMA Fund                                                         X               X
Benham Government Agency Money Market Fund                               X               X
Benham Intermediate-Term Treasury Fund                                   X               X
Benham International Bond Fund                                           X               X
Benham Long-Term Treasury Fund                                           X               X
Benham Short-Term Government Fund                                        X               X
Benham Short-Term Treasury Fund                                          X               X
Benham Target Maturities Trust:  2000                                    X               X
Benham Target Maturities Trust:  2005                                    X               X
Benham Target Maturities Trust:  2010                                    X               X
Benham Target Maturities Trust:  2015                                    X               X
Benham Target Maturities Trust:  2020                                    X               X
Benham Target Maturities Trust:  2025                                    X               X
- ------------------------------------------------------------------ --------------- -------------- ----------------

Dated:  August 1, 1997

                                                       AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                       AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                                       AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                                       AMERICAN CENTURY INVESTMENT TRUST
                                                       AMERICAN CENTURY MUNICIPAL TRUST
                                                       AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT SERVICES, INC.             AMERICAN CENTURY TARGET MATURITIES TRUST

As executed on behalf of the above in                  As executed on behalf of the above in
Schedule A by                                          Schedule A by

James E. Stowers III                                   James M. Benham
President and Chief Executive Officer                  President and Chief Executive Officer
</TABLE>

                      AMERICAN CENTURY SERVICES CORPORATION

                            TRANSFER AGENCY AGREEMENT


         This TRANSFER AGENCY  AGREEMENT is made and entered into by and between
the registered  investment  companies listed on Exhibit A to this Agreement (the
"Companies"),  as of the dates  noted on such  Exhibit A, and  American  Century
Services Corporation, a Missouri corporation ("Services").

1.       By  action  of their  respective  Board  of  Directors,  the  Companies
         appointed  Services as their transfer agent, and Services accepted such
         appointment.

2.       As transfer  agent for the  Companies,  Services  shall perform all the
         functions usually performed by transfer agents of investment companies,
         in  accordance  with the  policies and  practices  of the  Companies as
         disclosed in the  prospectuses  of the  Companies  or of their  various
         series  or  otherwise  communicated  to  Services  from  time to  time,
         including, but not limited to, the following:

         (a)      Recording the ownership, transfer, conversion and cancellation
                  of  ownership  of shares of the  Companies on the books of the
                  Companies;

         (b)      Causing the issuance, transfer, conversion and cancellation of
                  stock certificates of the Companies;

         (c)      Establishing and maintaining records of accounts;

         (d)      Computing  and causing to be prepared  and mailed or otherwise
                  delivered to shareholders  payment of redemption  proceeds due
                  from the  Companies  on  redemption  of shares and  notices of
                  reinvestment   in  additional   shares  of  dividends,   stock
                  dividends or stock splits  declared by the Companies on shares
                  of the Companies;

         (e)      Furnishing  to  shareholders   such   information  as  may  be
                  reasonably required by the Companies,  including  confirmation
                  of  shareholder   transactions  and  appropriate   income  tax
                  information;

         (f)      Addressing and mailing to  shareholders  prospectuses,  annual
                  and semiannual reports; addressing and mailing proxy materials
                  for  shareholder  meetings  prepared  by or on  behalf  of the
                  Companies, and tabulating the proxy votes;

         (g)      Replacing   allegedly   lost,   stolen  or   destroyed   stock
                  certificates  in  accordance  with and  subject  to usual  and
                  customary procedures and conditions;

         (h)      Maintaining  such books and records  relating to  transactions
                  effected  by  Services  pursuant  to  this  Agreement  as  are
                  required by the Investment Company Act of 1940, or by rules or
                  regulations thereunder,  or by any other applicable provisions
                  of law, to be maintained  by the Companies or their  appointed
                  transfer agent with respect to such transactions;  preserving,
                  or causing to be  preserved,  any such books and  records  for
                  such  periods  as may be  required  by any such  law,  rule or
                  regulation;  furnishing  Companies such information as to such
                  transactions  and at such times as may be reasonably  required
                  by  it  to  comply  with  applicable  laws  and   regulations,
                  including but not limited to the laws of the several states of
                  the United States;

         (i)      Dealing  with  and  answering  all  correspondence  from or on
                  behalf of  shareholders  relating to its functions  under this
                  Agreement.

3.       The  Companies  may perform on site  inspection of records and accounts
         and perform audits  directly  pertaining to the Companies'  shareholder
         accounts  serviced by Services  hereunder  at Services'  facilities  in
         accordance  with  reasonable  procedures at the frequency  necessary to
         show proper  administration  of this  agreement and the proper audit of
         the Companies' financial  statements.  Services will cooperate with the
         Companies' auditors and the  representatives of appropriate  regulatory
         agencies and furnish all reasonably requested records and data.

4.       (a) Services will at all times exercise due diligence and good faith in
         performing its duties  hereunder.  Services will make every  reasonable
         effort  and  take all  reasonably  available  measures  to  assure  the
         adequacy  of its  personnel  and  facilities  as well  as the  accurate
         performance of all services to be performed by it hereunder  within the
         time requirements of any applicable  statutes,  rules or regulations or
         as disclosed in any of the Companies' prospectuses.

         (b) Services shall not be responsible  for, and the Companies  agree to
         indemnify  Services,  for any losses,  damages or  expenses  (including
         reasonable  counsel fees and expenses)  (a)  resulting  from any claim,
         demand,  action or suit not resulting from Services failure to exercise
         good faith or due diligence  and arising out of or in  connection  with
         Services'  duties on behalf of the fund  hereunder;  (b) for any delay,
         error,  or  omission  by reason or  circumstance  beyond  its  control,
         including acts of civil or military  authority,  national  emergencies,
         labor difficulties (except with response to Services employees),  fire,
         mechanical breakdowns beyond its control, flood or catastrophe,  act of
         God,  insurrection,   war,  riot  or  failure  beyond  its  control  of
         transportation,  communication  or power supply;  or (c) for any action
         taken or omitted to be taken by  Services  in good faith in reliance on
         (i) the  authenticity  of any  instrument or  communication  reasonably
         believed by it to be genuine and to have been  properly made and signed
         or  endorsed  by an  appropriate  person,  or (ii) the  accuracy of any
         records  or  information  provided  to it by the  Companies,  (iii) any
         authorization or instruction contained in any officers' instruction, or
         (iv)  any  advise  of  counsel  approved  by the  Companies  who may be
         internally  employed counsel or outside counsel, in either case for the
         Companies or Services.

5.       Services  shall  not look to the  Companies  for  compensation  for its
         services described herein. It shall be compensated entirely by American
         Century  Investment  Management,   Inc.,  pursuant  to  the  management
         agreement between American Century Investment Management,  Inc. and the
         Companies, which requires American Century Investment Management,  Inc.
         to pay, with certain exceptions, all of the expenses of the Companies.

6.       (a)  This  Agreement  may be  terminated  by  either  party at any time
         without  penalty  upon  giving the other party 60 days  written  notice
         (which notice may be waived by either party).

         (b) Upon  termination,  Services  will  deliver  to the  Companies  all
         microfilm records pertaining to shareholder  accounts of the Companies,
         and all records of shareholder accounts in machine readable form in the
         format in which they are maintained by Services.

         (c) All data  processing  programs used by Services in connection  with
         the  performance  of its duties under this  Agreement  are the sole and
         exclusive  property  of  Services,  and after the  termination  of this
         Agreement, the Companies shall have no right to use the same.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their  respective  duly  authorized  officers as of the day and year
indicated on Exhibit A.

                                     AMERICAN CENTURY CALIFORNIA TAX-FREE AND  
                                       MUNICIPAL FUNDS                         
                                     AMERICAN CENTURY GOVERNMENT INCOME TRUST  
                                     AMERICAN CENTURY INTERNATIONAL BOND FUNDS 
                                     AMERICAN CENTURY INVESTMENT TRUST         
                                     AMERICAN CENTURY MUNICIPAL TRUST          
                                     AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                                     AMERICAN CENTURY TARGET MATURITIES TRUST  
                                             

Attest:

/*/Douglas A. Paul                   /*/James M. Benham
Secretary                            President and Chief Executive Officer


Attest:                              AMERICAN CENTURY SERVICES CORPORATION

/*/William M. Lyons                  /*/James E. Stowers III
Secretary                            President and Chief Executive Officer
<PAGE>

                                    Exhibit A
<TABLE>
              COMPANIES AND FUNDS COVERED BY DISTRIBUTION AGREEMENT

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

Registered Investment Company and Funds                                                         Date
- --------------------------------------------------------------------------------- ----------------------------------

<S>                                                                                      <C>
American Century California Tax-Free and Municipal Funds
     Benham California High Yield Municipal Fund                                           August 1, 1997
     Benham California Insured Tax-Free Fund                                               August 1, 1997
     Benham California Intermediate-Term Tax-Free Fund                                     August 1, 1997
     Benham California Limited-Term Tax-Free Fund                                          August 1, 1997
     Benham California Long-Term Tax-Free Fund                                             August 1, 1997
     Benham California Municipal Money Market Fund                                         August 1, 1997
     Benham California Tax-Free Money Market Fund                                          August 1, 1997

American Century Government Income Trust
     Benham Capital Preservation Fund                                                      August 1, 1997
     Benham GNMA Fund                                                                      August 1, 1997
     Benham Government Agency Money Market Fund                                            August 1, 1997
     Benham Inflation-Adjusted Treasury Fund                                               August 1, 1997
     Benham Intermediate-Term Treasury Fund                                                August 1, 1997
     Benham Long-Term Treasury Fund                                                        August 1, 1997
     Benham Short-Term Government Fund                                                     August 1, 1997
     Benham Short-Term Treasury Fund                                                       August 1, 1997

American Century International Bond Funds
     Benham International Bond Fund                                                        August 1, 1997

American Century Investment Trust
     Benham Prime Money Market Fund                                                        August 1, 1997

American Century Municipal Trust
     Benham Arizona Intermediate-Term Municipal Fund                                       August 1, 1997
     Benham Florida Intermediate-Term Municipal Fund                                       August 1, 1997
     Benham Florida Municipal Money Market Fund                                            August 1, 1997
     Benham Intermediate-Term Tax-Free Fund                                                August 1, 1997
     Benham Limited-Term Tax-Free Fund                                                     August 1, 1997
     Benham Long-Term Tax-Free Fund                                                        August 1, 1997
     Benham Tax-Free Money Market Fund                                                     August 1, 1997

American Century Quantitative Equity Funds
     American Century Equity Growth Fund                                                   August 1, 1997
     American Century Global Gold Fund                                                     August 1, 1997
     American Century Global Natural Resources Fund                                        August 1, 1997
     American Century Income & Growth Fund                                                 August 1, 1997
     American Century Utilities Fund                                                       August 1, 1997

American Century Target Maturities Trust
     Benham Target Maturities Trust: 2000                                                  August 1, 1997
     Benham Target Maturities Trust: 2005                                                  August 1, 1997
     Benham Target Maturities Trust: 2010                                                  August 1, 1997
     Benham Target Maturities Trust: 2015                                                  August 1, 1997
     Benham Target Maturities Trust: 2020                                                  August 1, 1997
     Benham Target Maturities Trust: 2025                                                  August 1, 1997
- --------------------------------------------------------------------------------- ----------------------------------
</TABLE>

By executing this Exhibit A, each Fund executes the Transfer Agency Agreement to
which it is  attached  and any of its  Exhibits  and  amendments  as of the date
specified above.

                                             
                                      AMERICAN CENTURY CALIFORNIA TAX-FREE AND
                                       MUNICIPAL FUNDS 
                                      AMERICAN CENTURY GOVERNMENT INCOME TRUST 
                                      AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                      AMERICAN CENTURY INVESTMENT TRUST 
                                      AMERICAN CENTURY MUNICIPAL TRUST
                                      AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY SERVICES             AMERICAN CENTURY TARGET MATURITIES TRUST
CORPORATION

James E. Stowers III                  James M. Benham
President and                         President and 
Chief Executive Officer               Chief Executive Officer

July 31, 1997


American Century Government Income Trust
4500 Main Street
Kansas City, MO  64111

Dear Sirs:

As counsel for the American Century Government Income Trust (the "Trust"),  I am
familiar with the Trust's  registration under the Investment Company Act of 1940
and with the registration statement relating to its Common Shares (the "Shares")
under  the  Securities  Act  of  1933  (File  No.  2-99222)  (the  "Registration
Statement").  I have also examined  such other  corporate  records,  agreements,
documents  and  instruments  as I  deemed  appropriate  in  connection  with the
establishment  of a new series of the  Trust,  American  Century-Benham  Capital
Preservation Fund (the "Fund") .

Based upon the  foregoing,  it is my  opinion  that the Shares to be sold at the
public offering price and delivered by the Fund against receipt of the net asset
value of the Shares in compliance with the terms of the  Registration  Statement
and the  requirements  of applicable  law, will be, when sold,  duly and validly
authorized, and fully paid and non-assessable.

I consent to the filing of this opinion in  connection  with the  Post-Effective
Amendment Number 33 to the Trust's  Registration  Statement under the Securities
Act of 1933 (and Amendment Number 34 under Investment Company Act of 1940) to be
filed with respect to the Fund with the Securities and Exchange Commission.

Very truly yours,

/s/ Douglas A. Paul

Douglas A. Paul
Secretary and Associate General Counsel


                         Consent of Independent Auditors



The Board of Trustees and Shareholders
American Century Government Income Trust:

We consent to the  inclusion  in  American  Century  Government  Income  Trust's
Post-Effective  Amendment No. 32 to the  Registration  Statement No.  2-99222 on
Form  N-1A  under  the  Securities  Act of  1933  and  Amendment  No.  33 to the
Registration  Statement  No.  811-4363  filed on Form N-1A under the  Investment
Company Act of 1940 of our reports dated May 2, 1997 on the financial statements
and financial  highlights of the American  Century-Benham  Capital  Preservation
Fund, American Century-Benham  Short-Term Treasury Fund, American Century-Benham
Intermediate-Term  Treasury Fund,  American  Century-Benham  Long-Term  Treasury
Fund, American Century-Benham GNMA Fund, American Century-Benham Adjustable Rate
Government  Securities Fund,  American  Century-Benham  Government  Agency Money
Market Fund and American  Century-Benham  Inflation-Adjusted  Treasury Fund (the
eight funds comprising American Century Government Income Trust) for the periods
indicated  therein,  which reports have been  incorporated by reference into the
Statement of Additional Information of American Century Government Income Trust.
We also  consent  to the  reference  to our firm  under the  heading  "Financial
Highlights"  in the  Prospectus  and under the heading  "About the Trust" in the
Statement of Additional  Information  which is  incorporated by reference in the
Prospectus.


/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Kansas City, Missouri
July 29, 1997

                     BENHAM ADJUSTABLE RATE GOVERNMENT FUND
                           Average Annual Total Return
                                     3/31/97

                    1/N
Formula: T = (ERV/P)    - 1

P    =    A hypothetical initial payment of $1,000.

ERV  =    Ending redeemable value of a hypothetical $1,000 payment made at the
          beginning of the period.

N    =    Number of years.

T    =    Average annual total return.

Calculation:                P              ERV             N            T
                       ---------        ---------      --------       -----
One Year               $1,000.00        $1,062.00      1.000000       6.20%

Five Year              $1,000.00        $1,248.60      5.000000       4.54%

Ten Year

Inception*             $1,000.00        $1,305.40      5.574264       4.90%

TR = Total return for period            TR=(ERV/P)-      30.54%

*Date Of Inception:  9/3/91

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

                                 BENHAM ARM FUND
                                Yield Calculation
                                     3/31/97

                                  6
Formula: Yield = 2 [(A-B/C*D + 1)   - 1]

A    =    Investment income earned during the period.

B    =    Expenses accrued for the period (net of reimbursements).

C    =    The average daily number of shares outstanding during the period that
          were entitled to receive dividends.

D    =    The per share price on the last day of the period.

Calculation:
                  A        =                $1,274,696.16

                  B        =                  $110,269.24

                  C        =               25,044,588.887

                  D        =                        $9.51

                  Yield    =                         5.94%

<PAGE>
                              BENHAM GOVT AGENCY MM
                                Yield Calculation
                                     3/31/97

                                                       365/7
              Effective Yield: = [ (Base Period Return)      ] - 1

              Base Period Return = 0.00092476

              7 Day Effective Yield  =  4.94%

                    Yield: = I/B X 365/7

                         Y = Yield
                         I = total income of hypothetical account over the seven
                             day period
                         B = beginning account value

                         I = 0.00092476
                         B =      $1.00

               7 Day Yield =       4.82%
<PAGE>
                        BENHAM INTERMEDIATE TREASURY FUND
                           Average Annual Total Return
                                     3/31/97

                    1/N
Formula: T = (ERV/P)    - 1

P    =    A hypothetical initial payment of $1,000.

ERV  =    Ending redeemable value of a hypothetical $1,000 payment made at the 
          beginning of the period.

N    =    Number of years.

T    =    Average annual total return.

Calculation:           P              ERV              N              T
                  ---------        ---------      ---------         -----
One Year          $1,000.00        $1,040.50       1.000000         4.05%

Five Year         $1,000.00        $1,336.40       5.000000         5.97%

Ten Year          $1,000.00        $1,894.00      10.000000         6.60%

Inception*        $1,000.00        $4,073.80      16.873374         8.68%

TR = Total return for period       TR=(ERV/P)-      307.38%

*Date Of Inception:  5/16/80

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

                     BENHAM INTERMEDIATE TERM TREASURY FUND
                                Yield Calculation
                                     3/31/97

                                  6
Formula: Yield = 2 [(A-B/C*D + 1)   - 1]

A    =    Investment income earned during the period.

B    =    Expenses accrued for the period (net of reimbursements).

C    =    The average daily number of shares outstanding during the period that
          were entitled to receive dividends.

D    =    The per share price on the last day of the period.

Calculation:
                  A        =                $1,842,094.37

                  B        =                  $133,842.18

                  C        =               32,904,064.550

                  D        =                       $10.06

                  Yield    =                         6.27%

<PAGE>
                                BENHAM GNMA FUND
                           Average Annual Total Return
                                     3/31/97

                    1/N
Formula: T = (ERV/P)    - 1

P    =    A hypothetical initial payment of $1,000.

ERV  =    Ending redeemable value of a hypothetical $1,000 payment made at the 
          beginning of the period.

N    =    Number of years.

T    =    Average annual total return.

Calculation:                 P              ERV              N           T
                        ---------        ---------      ---------      ------
One Year                $1,000.00        $1,058.70       1.000000       5.87%

Five Year               $1,000.00        $1,386.30       5.000000       6.75%

Ten Year                $1,000.00        $2,186.90      10.000000       8.14%

Inception*              $1,000.00        $2,619.30      11.518138       8.72%

TR = Total return for period             TR=(ERV/P)-      161.93%

*Date Of Inception:  9/23/85

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

                                BENHAM GNMA FUND
                                Yield Calculation
                                     3/31/97

                                  6
Formula: Yield = 2 [(A-B/C*D + 1)   - 1]

A    =    Investment income earned during the period.

B    =    Expenses accrued for the period (net of reimbursements).

C    =    The average daily number of shares outstanding during the period that
          were entitled to receive dividends.

D    =    The per share price on the last day of the period.

Calculation:
                  A        =                $6,858,736.98

                  B        =                  $479,403.73

                  C        =              108,570,396.658

                  D        =                       $10.33

                  Yield    =                         6.92%

<PAGE>

                         BENHAM LONG TERM TREASURY FUND
                           Average Annual Total Return
                                     3/31/97

                    1/N
Formula: T = (ERV/P)    - 1

P    =    A hypothetical initial payment of $1,000.

ERV  =    Ending redeemable value of a hypothetical $1,000 payment made at the 
          beginning of the period.

N    =    Number of years.

T    =    Average annual total return.

Calculation:                  P              ERV            N            T
                         ---------       ---------      --------       ------
One Year                 $1,000.00       $1,026.50      1.000000        2.65%

Five Year

Ten Year

Inception*               $1,000.00       $1,317.00      4.558522        6.23%

TR = Total return for period             TR=(ERV/P)-      31.70%

*Date Of Inception:  9/8/92

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

                         BENHAM LONG TERM TREASURY FUND
                                Yield Calculation
                                     3/31/97

                                 6
Formula: Yield = 2 [(A-B/C*D + 1)   - 1]

A    =    Investment income earned during the period.

B    =    Expenses accrued for the period (net of reimbursements).

C    =    The average daily number of shares outstanding during the period that
          were entitled to receive dividends.

D    =    The per share price on the last day of the period.

Calculation:
                  A        =                  $716,159.81

                  B        =                   $57,652.91

                  C        =               12,916,975.877

                  D        =                        $9.32

                  Yield    =                         6.65%

<PAGE>

                         BENHAM SHORT TERM TREASURY FUND
                           Average Annual Total Return
                                     3/31/97

                     1/N
Formula: T = (ERV/P)    - 1

P    =    A hypothetical initial payment of $1,000.

ERV  =    Ending redeemable value of a hypothetical $1,000 payment made at the 
          beginning of the period.

N    =    Number of years.

T    =    Average annual total return.

Calculation:                  P            ERV              N          T
                         ----------     ---------       --------      -----
One Year                  $1,000.00     $1,046.20       1.000000      4.62%

Five Year

Ten Year

Inception*                $1,000.00     $1,217.20       4.558522      4.41%

TR = Total return for period            TR=(ERV/P)-       21.72%

*Date Of Inception:  9/8/92

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

                         BENHAM SHORT TERM TREASURY FUND
                                Yield Calculation
                                     3/31/97

                                  6
Formula: Yield = 2 [(A-B/C*D + 1)   - 1]

A    =    Investment income earned during the period.

B    =    Expenses accrued for the period (net of reimbursements).

C    =    The average daily number of shares outstanding during the period that
          were entitled to receive dividends.

D    =    The per share price on the last day of the period.

Calculation:
                  A        =                  $184,970.23

                  B        =                   $17,827.67

                  C        =                3,718,656.448

                  D        =                        $9.68

                  Yield    =                         5.64%

<PAGE>

                      BENHAM INFLATION ADJUSTED INDEX FUND
                           Average Annual Total Return
                                     3/31/97

                     1/N
Formula: T = (ERV/P)    - 1

P    =    A hypothetical initial payment of $1,000.

ERV  =    Ending redeemable value of a hypothetical $1,000 payment made at the 
          beginning of the period.

N    =    Number of years.

T    =    Average annual total return.

Calculation:                  P            ERV              N          T
                         ----------     ---------       --------      -----
One Year

Five Year

Ten Year

Inception*                $1,000.00       $980.20       0.134155     -13.85%

TR = Total return for period            TR=(ERV/P)-        1.98%

*Date Of Inception:  2/10/97

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

                      BENHAM INFLATION ADJUSTED INDEX FUND
                                Yield Calculation
                                     3/31/97

                                  6
Formula: Yield = 2 [(A-B/C*D + 1)   - 1]

A    =    Investment income earned during the period.

B    =    Expenses accrued for the period (net of reimbursements).

C    =    The average daily number of shares outstanding during the period that
          were entitled to receive dividends.

D    =    The per share price on the last day of the period.

Calculation:
                  A        =                    $9,736.36

                  B        =                      $700.35

                  C        =                  181,178.820

                  D        =                        $9.74

                  Yield    =                         6.22%

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  AMERICAN CENTURY
GOVERNMENT INCOME TRUST, hereinafter called the "Trust" and certain trustees and
officers of the Trust, do hereby  constitute and appoint James M. Benham,  James
E. Stowers,  III,  William M. Lyons,  Douglas A. Paul, and Patrick A. Looby, and
each of them  individually,  their true and lawful  attorneys and agents to take
any and all action and execute any and all instruments  which said attorneys and
agents may deem  necessary  or  advisable to enable the Trust to comply with the
Securities  Act of 1933 and/or the  Investment  Company Act of 1940, as amended,
and any rules  regulations,  orders, or other  requirements of the United States
Securities  and  Exchange   Commission   thereunder,   in  connection  with  the
registration  under the Securities Act of 1933 and/or the Investment Company Act
of 1940,  as amended,  including  specifically,  but without  limitation  of the
foregoing,  power and  authority to sign the name of the Trust in its behalf and
to affix its seal,  and to sign the names of each of such  trustees and officers
in  their  capacities  as  indicated,  to any  amendment  or  supplement  to the
Registration  Statement filed with the Securities and Exchange  Commission under
the  Securities  Act of 1933  and/or  the  Investment  Company  Act of 1940,  as
amended,  and to any  instruments or documents filed or to be filed as a part of
or in connection with such Registration Statement; the Registration Statement on
Form  N-14 and any  amendments  or  supplements  thereto  to be  filed  with the
Securities and Exchange  Commission  under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended,  and to any instruments or documents
filed  or to be  filed  as  part  of or in  connection  with  such  Registration
Statement;  and each of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the Trust has caused this Power to be executed by
its duly authorized officers on this the 28th day of February, 1997.

                            AMERICAN CENTURY GOVERNMENT INCOME TRUST
                            (A Massachusetts Business Trust)
 
                             By:   /s/ James M. Benham
                                   James M. Benham, President

                               SIGNATURE AND TITLE

/s/ James M. Benham                               /s/ Isaac Stein
James M. Benham                                   Isaac Stein           
Chairman                                          Director              
                                                                  
/s/ Albert A. Eisenstat                           /s/ Jeanne D. Wohlers 
Albert A. Eisenstat                               Jeanne D. Wohlers        
Director                                          Director                

/s/ Ronald J Gilson                               /s/ James E. Stowers III  
Ronald J. Gilson                                  James E. Stowers, III       
Director                                          Director                
                                                                  
/s/ Myron S. Scholes                              /s/ Maryanne Roepke   
Myron S. Scholes                                  Maryanne Roepke       
Director                                          Treasurer            
                                                                   
/s/ Kenneth E. Scott                                               
Kenneth E. Scott                                                   
Director                                     Attest:                        
                                                                               
                                             By:  /s/ Douglas A. Paul       
                                                  Douglas A. Paul, Secretary   

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 1
   <NAME> AMERICAN CENTURY-BENHAM GNMA FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                         YEAR
<FISCAL-YEAR-END>                                     MAR-31-1997
<PERIOD-END>                                          MAR-31-1997
<INVESTMENTS-AT-COST>                                             1,134,397,583
<INVESTMENTS-AT-VALUE>                                            1,125,132,045
<RECEIVABLES>                                                        30,761,530
<ASSETS-OTHER>                                                           12,886
<OTHER-ITEMS-ASSETS>                                                          0
<TOTAL-ASSETS>                                                    1,155,906,461
<PAYABLE-FOR-SECURITIES>                                             31,974,952
<SENIOR-LONG-TERM-DEBT>                                                       0
<OTHER-ITEMS-LIABILITIES>                                             4,766,408
<TOTAL-LIABILITIES>                                                  36,741,360
<SENIOR-EQUITY>                                                               0
<PAID-IN-CAPITAL-COMMON>                                          1,153,799,317
<SHARES-COMMON-STOCK>                                               108,338,176
<SHARES-COMMON-PRIOR>                                               107,220,778
<ACCUMULATED-NII-CURRENT>                                                     0
<OVERDISTRIBUTION-NII>                                                        0
<ACCUMULATED-NET-GAINS>                                             (25,368,678)
<OVERDISTRIBUTION-GAINS>                                                      0
<ACCUM-APPREC-OR-DEPREC>                                             (9,265,538)
<NET-ASSETS>                                                      1,119,165,101
<DIVIDEND-INCOME>                                                             0
<INTEREST-INCOME>                                                    82,502,369
<OTHER-INCOME>                                                                0
<EXPENSES-NET>                                                        6,051,627
<NET-INVESTMENT-INCOME>                                              76,450,742
<REALIZED-GAINS-CURRENT>                                             (1,660,256)
<APPREC-INCREASE-CURRENT>                                           (10,865,815)
<NET-CHANGE-FROM-OPS>                                                63,924,671
<EQUALIZATION>                                                                0
<DISTRIBUTIONS-OF-INCOME>                                            76,433,695
<DISTRIBUTIONS-OF-GAINS>                                                      0
<DISTRIBUTIONS-OTHER>                                                         0
<NUMBER-OF-SHARES-SOLD>                                              41,003,499
<NUMBER-OF-SHARES-REDEEMED>                                          45,535,917
<SHARES-REINVESTED>                                                   5,649,816
<NET-CHANGE-IN-ASSETS>                                                 (854,135)
<ACCUMULATED-NII-PRIOR>                                                       0
<ACCUMULATED-GAINS-PRIOR>                                           (23,708,422)
<OVERDISTRIB-NII-PRIOR>                                                       0
<OVERDIST-NET-GAINS-PRIOR>                                                    0
<GROSS-ADVISORY-FEES>                                                 3,108,362
<INTEREST-EXPENSE>                                                            0
<GROSS-EXPENSE>                                                       6,125,625
<AVERAGE-NET-ASSETS>                                              1,096,607,072
<PER-SHARE-NAV-BEGIN>                                                     10.45
<PER-SHARE-NII>                                                            0.71
<PER-SHARE-GAIN-APPREC>                                                   (0.12)
<PER-SHARE-DIVIDEND>                                                       0.71
<PER-SHARE-DISTRIBUTIONS>                                                  0.00
<RETURNS-OF-CAPITAL>                                                       0.00
<PER-SHARE-NAV-END>                                                       10.33
<EXPENSE-RATIO>                                                            0.55
<AVG-DEBT-OUTSTANDING>                                                        0
<AVG-DEBT-PER-SHARE>                                                       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 2
   <NAME> AMERICAN CENTURY-BENHAM INTERMEDIATE-TERM TREASURY FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                                   MAR-31-1997
<PERIOD-END>                                        MAR-31-1997                
<INVESTMENTS-AT-COST>                                             328,257,973
<INVESTMENTS-AT-VALUE>                                            323,072,363
<RECEIVABLES>                                                       5,456,370
<ASSETS-OTHER>                                                      2,170,712
<OTHER-ITEMS-ASSETS>                                                        0
<TOTAL-ASSETS>                                                    330,699,445
<PAYABLE-FOR-SECURITIES>                                                    0
<SENIOR-LONG-TERM-DEBT>                                                     0
<OTHER-ITEMS-LIABILITIES>                                           1,915,247
<TOTAL-LIABILITIES>                                                 1,915,247
<SENIOR-EQUITY>                                                             0
<PAID-IN-CAPITAL-COMMON>                                          342,410,897
<SHARES-COMMON-STOCK>                                              32,666,395
<SHARES-COMMON-PRIOR>                                              30,370,621
<ACCUMULATED-NII-CURRENT>                                                   0
<OVERDISTRIBUTION-NII>                                                      0
<ACCUMULATED-NET-GAINS>                                            (8,441,089)
<OVERDISTRIBUTION-GAINS>                                                    0
<ACCUM-APPREC-OR-DEPREC>                                           (5,185,610)
<NET-ASSETS>                                                      328,784,198
<DIVIDEND-INCOME>                                                           0
<INTEREST-INCOME>                                                  19,776,755
<OTHER-INCOME>                                                              0
<EXPENSES-NET>                                                      1,604,860
<NET-INVESTMENT-INCOME>                                            18,171,895
<REALIZED-GAINS-CURRENT>                                             (924,136)
<APPREC-INCREASE-CURRENT>                                          (5,211,554)
<NET-CHANGE-FROM-OPS>                                              12,036,205
<EQUALIZATION>                                                              0
<DISTRIBUTIONS-OF-INCOME>                                          18,170,832
<DISTRIBUTIONS-OF-GAINS>                                                    0  
<DISTRIBUTIONS-OTHER>                                                       0
<NUMBER-OF-SHARES-SOLD>                                            13,222,087
<NUMBER-OF-SHARES-REDEEMED>                                        12,410,526
<SHARES-REINVESTED>                                                 1,484,213  
<NET-CHANGE-IN-ASSETS>                                             17,764,284
<ACCUMULATED-NII-PRIOR>                                                     0  
<ACCUMULATED-GAINS-PRIOR>                                          (7,516,953) 
<OVERDISTRIB-NII-PRIOR>                                                 1,063
<OVERDIST-NET-GAINS-PRIOR>                                                  0  
<GROSS-ADVISORY-FEES>                                                 881,647
<INTEREST-EXPENSE>                                                          0
<GROSS-EXPENSE>                                                     1,604,860
<AVERAGE-NET-ASSETS>                                              317,594,834  
<PER-SHARE-NAV-BEGIN>                                                   10.24
<PER-SHARE-NII>                                                          0.58
<PER-SHARE-GAIN-APPREC>                                                 (0.18)
<PER-SHARE-DIVIDEND>                                                     0.58
<PER-SHARE-DISTRIBUTIONS>                                                0.00
<RETURNS-OF-CAPITAL>                                                     0.00
<PER-SHARE-NAV-END>                                                     10.06
<EXPENSE-RATIO>                                                          0.51
<AVG-DEBT-OUTSTANDING>                                                      0
<AVG-DEBT-PER-SHARE>                                                     0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 3
   <NAME> AMERICAN CENTURY-BENHAM GOVERNMENT AGENCY MONEY MARKET FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    MAR-31-1997
<PERIOD-END>                                         MAR-31-1997                
<INVESTMENTS-AT-COST>                                              469,493,474
<INVESTMENTS-AT-VALUE>                                             469,493,474
<RECEIVABLES>                                                        1,110,823
<ASSETS-OTHER>                                                       1,546,384
<OTHER-ITEMS-ASSETS>                                                         0
<TOTAL-ASSETS>                                                     472,150,681
<PAYABLE-FOR-SECURITIES>                                                     0
<SENIOR-LONG-TERM-DEBT>                                                      0
<OTHER-ITEMS-LIABILITIES>                                            1,391,869
<TOTAL-LIABILITIES>                                                  1,391,869
<SENIOR-EQUITY>                                                              0
<PAID-IN-CAPITAL-COMMON>                                           470,758,812
<SHARES-COMMON-STOCK>                                              470,758,812
<SHARES-COMMON-PRIOR>                                              503,328,283
<ACCUMULATED-NII-CURRENT>                                                    0
<OVERDISTRIBUTION-NII>                                                       0
<ACCUMULATED-NET-GAINS>                                                      0
<OVERDISTRIBUTION-GAINS>                                                     0
<ACCUM-APPREC-OR-DEPREC>                                                     0
<NET-ASSETS>                                                       470,758,812
<DIVIDEND-INCOME>                                                            0
<INTEREST-INCOME>                                                   25,812,706
<OTHER-INCOME>                                                               0
<EXPENSES-NET>                                                       2,727,227
<NET-INVESTMENT-INCOME>                                             23,085,479
<REALIZED-GAINS-CURRENT>                                                     0
<APPREC-INCREASE-CURRENT>                                                    0
<NET-CHANGE-FROM-OPS>                                               23,095,609
<EQUALIZATION>                                                               0
<DISTRIBUTIONS-OF-INCOME>                                           23,085,479
<DISTRIBUTIONS-OF-GAINS>                                                10,130  
<DISTRIBUTIONS-OTHER>                                                        0
<NUMBER-OF-SHARES-SOLD>                                            409,848,791
<NUMBER-OF-SHARES-REDEEMED>                                        464,737,370
<SHARES-REINVESTED>                                                 22,319,108  
<NET-CHANGE-IN-ASSETS>                                             (32,569,471)
<ACCUMULATED-NII-PRIOR>                                                      0  
<ACCUMULATED-GAINS-PRIOR>                                                    0  
<OVERDISTRIB-NII-PRIOR>                                                      0
<OVERDIST-NET-GAINS-PRIOR>                                                   0  
<GROSS-ADVISORY-FEES>                                                1,348,058
<INTEREST-EXPENSE>                                                           0
<GROSS-EXPENSE>                                                      2,658,289
<AVERAGE-NET-ASSETS>                                               485,177,756  
<PER-SHARE-NAV-BEGIN>                                                     1.00
<PER-SHARE-NII>                                                           0.05
<PER-SHARE-GAIN-APPREC>                                                   0.00
<PER-SHARE-DIVIDEND>                                                      0.05
<PER-SHARE-DISTRIBUTIONS>                                                 0.00
<RETURNS-OF-CAPITAL>                                                      0.00
<PER-SHARE-NAV-END>                                                       1.00
<EXPENSE-RATIO>                                                           0.57
<AVG-DEBT-OUTSTANDING>                                                       0
<AVG-DEBT-PER-SHARE>                                                      0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 4
   <NAME> AMERICAN CENTURY-BENHAM ADJUSTABLE RATE GOV SECURITIES FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                                   MAR-31-1997
<PERIOD-END>                                        MAR-31-1997                
<INVESTMENTS-AT-COST>                                             235,637,718
<INVESTMENTS-AT-VALUE>                                            235,072,510
<RECEIVABLES>                                                       1,618,037
<ASSETS-OTHER>                                                        664,613
<OTHER-ITEMS-ASSETS>                                                        0
<TOTAL-ASSETS>                                                    237,355,160
<PAYABLE-FOR-SECURITIES>                                                    0
<SENIOR-LONG-TERM-DEBT>                                                     0
<OTHER-ITEMS-LIABILITIES>                                           1,400,944
<TOTAL-LIABILITIES>                                                 1,400,944
<SENIOR-EQUITY>                                                             0
<PAID-IN-CAPITAL-COMMON>                                          304,940,208
<SHARES-COMMON-STOCK>                                              24,809,699
<SHARES-COMMON-PRIOR>                                              31,524,695
<ACCUMULATED-NII-CURRENT>                                                   0
<OVERDISTRIBUTION-NII>                                                      0
<ACCUMULATED-NET-GAINS>                                           (68,420,784)
<OVERDISTRIBUTION-GAINS>                                                    0
<ACCUM-APPREC-OR-DEPREC>                                             (565,208)
<NET-ASSETS>                                                      235,954,216
<DIVIDEND-INCOME>                                                           0
<INTEREST-INCOME>                                                  16,238,999
<OTHER-INCOME>                                                              0
<EXPENSES-NET>                                                      1,518,122
<NET-INVESTMENT-INCOME>                                            14,720,877
<REALIZED-GAINS-CURRENT>                                              805,035
<APPREC-INCREASE-CURRENT>                                             347,071
<NET-CHANGE-FROM-OPS>                                              15,872,983
<EQUALIZATION>                                                              0
<DISTRIBUTIONS-OF-INCOME>                                          14,704,902
<DISTRIBUTIONS-OF-GAINS>                                                    0  
<DISTRIBUTIONS-OTHER>                                                       0
<NUMBER-OF-SHARES-SOLD>                                             9,097,397
<NUMBER-OF-SHARES-REDEEMED>                                        17,070,965
<SHARES-REINVESTED>                                                 1,258,372  
<NET-CHANGE-IN-ASSETS>                                            (62,583,859)
<ACCUMULATED-NII-PRIOR>                                                     0  
<ACCUMULATED-GAINS-PRIOR>                                         (69,225,819) 
<OVERDISTRIB-NII-PRIOR>                                                15,975
<OVERDIST-NET-GAINS-PRIOR>                                                  0  
<GROSS-ADVISORY-FEES>                                                 729,724
<INTEREST-EXPENSE>                                                          0
<GROSS-EXPENSE>                                                     1,546,721
<AVERAGE-NET-ASSETS>                                              251,606,422  
<PER-SHARE-NAV-BEGIN>                                                    9.47
<PER-SHARE-NII>                                                          0.53
<PER-SHARE-GAIN-APPREC>                                                  0.04
<PER-SHARE-DIVIDEND>                                                     0.53
<PER-SHARE-DISTRIBUTIONS>                                                0.00
<RETURNS-OF-CAPITAL>                                                     0.00
<PER-SHARE-NAV-END>                                                      9.51
<EXPENSE-RATIO>                                                          0.59
<AVG-DEBT-OUTSTANDING>                                                      0
<AVG-DEBT-PER-SHARE>                                                     0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 5
   <NAME> AMERICAN CENTURY-BENHAM SHORT-TERM TREASURY FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    MAR-31-1997
<PERIOD-END>                                         MAR-31-1997
<INVESTMENTS-AT-COST>                                               35,347,815
<INVESTMENTS-AT-VALUE>                                              35,137,451
<RECEIVABLES>                                                          555,795
<ASSETS-OTHER>                                                         317,785
<OTHER-ITEMS-ASSETS>                                                         0
<TOTAL-ASSETS>                                                      36,011,031
<PAYABLE-FOR-SECURITIES>                                                     0
<SENIOR-LONG-TERM-DEBT>                                                      0
<OTHER-ITEMS-LIABILITIES>                                              156,754
<TOTAL-LIABILITIES>                                                    156,754
<SENIOR-EQUITY>                                                              0
<PAID-IN-CAPITAL-COMMON>                                            36,320,458
<SHARES-COMMON-STOCK>                                                3,703,962
<SHARES-COMMON-PRIOR>                                                3,624,308
<ACCUMULATED-NII-CURRENT>                                                    0
<OVERDISTRIBUTION-NII>                                                       0
<ACCUMULATED-NET-GAINS>                                               (255,817)
<OVERDISTRIBUTION-GAINS>                                                     0
<ACCUM-APPREC-OR-DEPREC>                                              (210,364)
<NET-ASSETS>                                                        35,854,277
<DIVIDEND-INCOME>                                                            0
<INTEREST-INCOME>                                                    2,071,681
<OTHER-INCOME>                                                               0
<EXPENSES-NET>                                                         214,294
<NET-INVESTMENT-INCOME>                                              1,857,387
<REALIZED-GAINS-CURRENT>                                              (250,752)
<APPREC-INCREASE-CURRENT>                                              (25,367)
<NET-CHANGE-FROM-OPS>                                                1,581,268
<EQUALIZATION>                                                               0
<DISTRIBUTIONS-OF-INCOME>                                            1,857,387
<DISTRIBUTIONS-OF-GAINS>                                               314,362
<DISTRIBUTIONS-OTHER>                                                        0
<NUMBER-OF-SHARES-SOLD>                                              2,110,951
<NUMBER-OF-SHARES-REDEEMED>                                          2,205,268
<SHARES-REINVESTED>                                                    173,971
<NET-CHANGE-IN-ASSETS>                                                 206,105
<ACCUMULATED-NII-PRIOR>                                                      0
<ACCUMULATED-GAINS-PRIOR>                                              309,297
<OVERDISTRIB-NII-PRIOR>                                                      0
<OVERDIST-NET-GAINS-PRIOR>                                                   0
<GROSS-ADVISORY-FEES>                                                   97,899
<INTEREST-EXPENSE>                                                           0
<GROSS-EXPENSE>                                                        234,258
<AVERAGE-NET-ASSETS>                                                35,299,586
<PER-SHARE-NAV-BEGIN>                                                     9.84
<PER-SHARE-NII>                                                           0.52
<PER-SHARE-GAIN-APPREC>                                                  (0.07)
<PER-SHARE-DIVIDEND>                                                      0.52
<PER-SHARE-DISTRIBUTIONS>                                                 0.09
<RETURNS-OF-CAPITAL>                                                      0.00
<PER-SHARE-NAV-END>                                                       9.68
<EXPENSE-RATIO>                                                           0.61
<AVG-DEBT-OUTSTANDING>                                                       0
<AVG-DEBT-PER-SHARE>                                                      0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 6
   <NAME> AMERICAN CENTURY-BENHAM LONG-TERM TREASURY FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    MAR-31-1997
<PERIOD-END>                                         MAR-31-1997
<INVESTMENTS-AT-COST>                                              126,998,038
<INVESTMENTS-AT-VALUE>                                             124,697,691
<RECEIVABLES>                                                        1,628,306
<ASSETS-OTHER>                                                       1,000,925
<OTHER-ITEMS-ASSETS>                                                         0
<TOTAL-ASSETS>                                                     127,326,922
<PAYABLE-FOR-SECURITIES>                                                     0
<SENIOR-LONG-TERM-DEBT>                                                      0
<OTHER-ITEMS-LIABILITIES>                                              757,079
<TOTAL-LIABILITIES>                                                    757,079
<SENIOR-EQUITY>                                                              0
<PAID-IN-CAPITAL-COMMON>                                           131,497,215
<SHARES-COMMON-STOCK>                                               13,580,394
<SHARES-COMMON-PRIOR>                                               11,450,121
<ACCUMULATED-NII-CURRENT>                                                    0
<OVERDISTRIBUTION-NII>                                                       0
<ACCUMULATED-NET-GAINS>                                             (2,627,025)
<OVERDISTRIBUTION-GAINS>                                                     0
<ACCUM-APPREC-OR-DEPREC>                                            (2,300,347)
<NET-ASSETS>                                                       126,569,843
<DIVIDEND-INCOME>                                                            0
<INTEREST-INCOME>                                                    8,258,888
<OTHER-INCOME>                                                               0
<EXPENSES-NET>                                                         717,445
<NET-INVESTMENT-INCOME>                                              7,541,443
<REALIZED-GAINS-CURRENT>                                            (1,648,291)
<APPREC-INCREASE-CURRENT>                                           (2,530,525)
<NET-CHANGE-FROM-OPS>                                                3,362,627
<EQUALIZATION>                                                               0
<DISTRIBUTIONS-OF-INCOME>                                            7,541,443
<DISTRIBUTIONS-OF-GAINS>                                                     0
<DISTRIBUTIONS-OTHER>                                                        0
<NUMBER-OF-SHARES-SOLD>                                             12,640,532
<NUMBER-OF-SHARES-REDEEMED>                                         11,213,547
<SHARES-REINVESTED>                                                    703,288
<NET-CHANGE-IN-ASSETS>                                              15,828,935
<ACCUMULATED-NII-PRIOR>                                                      0
<ACCUMULATED-GAINS-PRIOR>                                             (978,734)
<OVERDISTRIB-NII-PRIOR>                                                      0
<OVERDIST-NET-GAINS-PRIOR>                                                   0
<GROSS-ADVISORY-FEES>                                                  331,761
<INTEREST-EXPENSE>                                                           0
<GROSS-EXPENSE>                                                        709,866
<AVERAGE-NET-ASSETS>                                               120,155,395
<PER-SHARE-NAV-BEGIN>                                                     9.67
<PER-SHARE-NII>                                                           0.60
<PER-SHARE-GAIN-APPREC>                                                  (0.35)
<PER-SHARE-DIVIDEND>                                                      0.60
<PER-SHARE-DISTRIBUTIONS>                                                 0.00
<RETURNS-OF-CAPITAL>                                                      0.00
<PER-SHARE-NAV-END>                                                       9.32
<EXPENSE-RATIO>                                                           0.60
<AVG-DEBT-OUTSTANDING>                                                       0
<AVG-DEBT-PER-SHARE>                                                      0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 7
   <NAME> AMERICAN CENTURY-BENHAM INFLATION-ADJUSTED TREASURY
       
<S>                                           <C>
<PERIOD-TYPE>                                      YEAR
<FISCAL-YEAR-END>                                  MAR-31-1997
<PERIOD-END>                                       MAR-31-1997
<INVESTMENTS-AT-COST>                                              2,102,200
<INVESTMENTS-AT-VALUE>                                             2,056,892
<RECEIVABLES>                                                         14,789
<ASSETS-OTHER>                                                       207,658
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     2,279,339
<PAYABLE-FOR-SECURITIES>                                                   0
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              1,963
<TOTAL-LIABILITIES>                                                    1,963
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                           2,322,684
<SHARES-COMMON-STOCK>                                                233,763
<SHARES-COMMON-PRIOR>                                                      0
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                    0
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             (45,308)
<NET-ASSETS>                                                       2,277,376
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                     11,587
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         1,047
<NET-INVESTMENT-INCOME>                                               10,540
<REALIZED-GAINS-CURRENT>                                                   0
<APPREC-INCREASE-CURRENT>                                            (45,308)
<NET-CHANGE-FROM-OPS>                                                (34,768)
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                            (10,540)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                              264,716
<NUMBER-OF-SHARES-REDEEMED>                                           31,814
<SHARES-REINVESTED>                                                      861
<NET-CHANGE-IN-ASSETS>                                             2,277,376
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                    592
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                       35,055
<AVERAGE-NET-ASSETS>                                               1,529,565
<PER-SHARE-NAV-BEGIN>                                                  10.00
<PER-SHARE-NII>                                                         0.06
<PER-SHARE-GAIN-APPREC>                                                 0.26
<PER-SHARE-DIVIDEND>                                                    0.06
<PER-SHARE-DISTRIBUTIONS>                                               0.00
<RETURNS-OF-CAPITAL>                                                    0.00
<PER-SHARE-NAV-END>                                                     9.74
<EXPENSE-RATIO>                                                         0.50
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                    0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 8
   <NAME> AMERICAN CENTURY-BENHAM INFLATION-ADJUSTED TREASURY
       
<S>                                           <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  MAR-31-1997
<PERIOD-END>                                       JUN-30-1997
<INVESTMENTS-AT-COST>                                              3,957,044
<INVESTMENTS-AT-VALUE>                                             3,919,370
<RECEIVABLES>                                                         62,424
<ASSETS-OTHER>                                                       332,981
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     4,314,785
<PAYABLE-FOR-SECURITIES>                                                   0
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              3,281
<TOTAL-LIABILITIES>                                                    3,281
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                           4,378,802
<SHARES-COMMON-STOCK>                                                444,923
<SHARES-COMMON-PRIOR>                                                      0
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                              (29,624)
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             (37,674)
<NET-ASSETS>                                                       4,311,504
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                     49,945
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         4,280
<NET-INVESTMENT-INCOME>                                               45,665
<REALIZED-GAINS-CURRENT>                                             (29,624)
<APPREC-INCREASE-CURRENT>                                              7,634
<NET-CHANGE-FROM-OPS>                                                 23,675
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             45,665
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                              246,578
<NUMBER-OF-SHARES-REDEEMED>                                           39,796
<SHARES-REINVESTED>                                                    4,378
<NET-CHANGE-IN-ASSETS>                                             2,034,128
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                  2,393
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                       19,412
<AVERAGE-NET-ASSETS>                                               3,420,472
<PER-SHARE-NAV-BEGIN>                                                   9.74
<PER-SHARE-NII>                                                         0.13
<PER-SHARE-GAIN-APPREC>                                                 0.05
<PER-SHARE-DIVIDEND>                                                    0.13
<PER-SHARE-DISTRIBUTIONS>                                               0.00
<RETURNS-OF-CAPITAL>                                                    0.00
<PER-SHARE-NAV-END>                                                     9.69
<EXPENSE-RATIO>                                                         0.50
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                    0.00
        

</TABLE>


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