AMERICAN CENTURY GOVERNMENT INCOME TRUST
497, 1997-06-11
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                      STATEMENT OF ADDITIONAL INFORMATION

                            [american century logo]
                                    American
                                  Century(sm)

                               SEPTEMBER 3, 1996
                              REVISED MAY 31, 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
                               SEPTEMBER 3, 1996
                              REVISED MAY 31, 1997

                    AMERICAN CENTURY GOVERNMENT INCOME TRUST

     This Statement is not a prospectus  but should be read in conjunction  with
the Funds' current Prospectuses dated September 3, 1996, revised January 1, 1997
(except for  Inflation-Adjusted  Treasury,  which is dated February 10, 1997 and
Capital  Preservation,  which is dated May 31, 1997).  The Funds' annual reports
for the fiscal year ended March 31, 1996 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 ..............................16
Valuation of Portfolio Securities ...................16
Performance .........................................17
Taxes ...............................................19
About the Trust .....................................20
Trustees and Officers ...............................21
Investment Management ...............................22
Transfer and Administrative Services ................25
Distribution of Fund Shares .........................25
Direct Fund Expenses ................................25
Expense Limitation Agreement ........................26
Additional Purchase and Redemption
   Information ......................................26
Other Information ...................................28


     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)

     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.  The Fund
could also suffer a loss if the  securities  decline in value before they can be
sold in the open market.

     In a repurchase agreement (a "repo"), the 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.

     Benham Management  Corporation or American Century  Investment  Management,
Inc., with respect to Capital Preservation, (the "Manager") attempts to minimize
the risks  associated  with  repurchase  agreements by adhering to the following
criteria:

(1)  Limiting  the  securities  acquired  and  held by a Fund  under  repurchase
     agreements to U.S. government securities;

(2)  Entering  into  repurchase  agreements  only with  primary  dealers in U.S.
     government  securities  (including bank  affiliates)  that are deemed to be
     creditworthy  under  guidelines  established  by  a  nationally  recognized
     statistical  rating  organization  (a "rating  agency") and approved by the
     Funds' Board of Trustees;

(3)  Monitoring  the  creditworthiness  of  all  firms  involved  in  repurchase
     agreement transactions;

(4)  Requiring the seller to establish and maintain  collateral equal to 102% of
     the agreed upon resale price,  provided  however that the Board of Trustees
     may determine that a broker-dealer's credit standing is sufficient to allow
     collateral to fall to as low as 101% of the agreed upon resale price before
     the broker-dealer deposits additional securities with the Funds' custodian;

(5)  Investing  no  more  than  10%  of a  Fund's  total  assets  in  repurchase
     agreements  of more than seven  days'  duration  (although  the  underlying
     securities usually will have longer maturities);

(6)  Taking delivery of securities subject to repurchase  agreements and holding
     them in a segregated account at the Funds' custodian bank.

     The  Funds  have  received  permission  from the  Securities  and  Exchange
Commission (SEC) to participate in pooled repurchase  agreements  collateralized
by U.S. government  securities with other mutual funds advised by the Manager or
its affiliates. Pooled 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  "1940  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.


2                                                   American Century Investments


     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, U.S.  government  securities,  or other high-quality  liquid
debt  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.

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.

     In  engaging  in roll  transactions,  the  Fund  will  maintain  until  the
settlement date a segregated  account  consisting of cash, cash equivalents,  or
high-quality  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  may seek  approval  from the Board of  Trustees  to engage in
securities  lending  on behalf of the Funds.  Such loans  would be made with the
intention  of  allowing  the  Funds to earn  additional  income.  If a  borrower
defaulted on a securities loan, the


Statement of Additional Information                                            3


lending Fund could experience  delays in recovering the securities it loaned; if
the value of the loaned  securities  increased in the  meantime,  the Fund could
suffer a loss. To minimize the risk of default on securities  loans, the Manager
adheres to the following guidelines prescribed by the Board of Trustees:

(1)  TYPE AND AMOUNT OF  COLLATERAL.  At the time a loan is made,  the Fund must
     receive,  from or on behalf of a  borrower,  collateral  consisting  of any
     combination  of cash and full faith and credit U.S.  government  securities
     equal to not less than 102% of the market value of the  securities  loaned.
     Cash  collateral  received by a Fund in connection  with loans of portfolio
     securities  may be commingled by the Funds'  custodian  with other cash and
     marketable  securities,  provided that the loan agreement  expressly allows
     such commingling.

(2)  ADDITIONS TO COLLATERAL. Collateral must be marked to market daily, and the
     borrower must agree to add  collateral to the extent  necessary to maintain
     the 102% level specified in guideline (1) above.  The borrower must deposit
     additional collateral no later than the business day following the business
     day on which a collateral  deficiency  occurs or  collateral  appears to be
     inadequate.

(3)  TERMINATION  OF LOAN.  The Fund must have the option to terminate a loan of
     portfolio  securities  at any  time.  The  borrower  must be  obligated  to
     redeliver  the  borrowed  securities  within the normal  settlement  period
     following receipt of the termination  notice.  The normal settlement period
     for U.S. government securities is typically two trading days.

(4)  REASONABLE  RETURN ON LOAN.  The borrower must agree that the Fund (a) will
     receive  all  dividends,   interest,   or  other  distributions  on  loaned
     securities and (b) will be paid a reasonable return on such loans either in
     the form of a loan fee or premium or from the retention by the Fund of part
     or all of the earnings and profits  realized  from the  investment  of cash
     collateral in full faith and credit U.S. government securities.

(5)  LIMITATIONS  ON  PERCENTAGE  OF FUND ASSETS ON LOAN. A Fund's loans may not
     exceed 33 1/3% of its total assets.

(6)  CREDIT ANALYSIS.  As part of the regular monitoring procedures set forth by
     the Board of  Trustees  that the  Manager  follows  to  evaluate  banks and
     broker-dealers in connection with, for example,  repurchase  agreements and
     municipal  securities  credit issues,  the Manager will analyze and monitor
     the   creditworthiness  of  all  borrowers  with  which  portfolio  lending
     arrangements are contemplated or entered into.

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-


4                                                   American Century Investments


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  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




Statement of Additional Information                                            5




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  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


6                                                   American Century Investments



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.

     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


Statement of Additional Information                                            7


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.

     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 (CAPITAL PRESERVATION)

     The Fund may invest in securities issued by open and closed-end  investment
companies which are consistent with its investment objective and policies. Under
the 1940 Act,  the  Fund's  investment  in such  securities,  subject to certain
exceptions,  currently is limited to (a) 3% of the total voting stock of any one
investment  company,  (b) 5% of the Fund's net  assets  with  respect to any one
investment  company and (c) 10% of the Funds net assets in the  aggregate.  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 set forth below are fundamental and may
not be changed  without  approval of a majority of the votes of  shareholders of
the Fund, as determined in accordance with the Investment Company Act of 1940.

     CAPITAL PRESERVATION FUND MAY NOT:

1)   With respect to 75% of its total  assets,  purchase the  securities  of any
     issuer (other than securities issued or guaranteed by the U.S. govern-


8                                                   American Century Investments


     ment or its agencies or  instrumentalities)  if, as a result, (a) more than
     5% of the Fund's  total  assets  would be  invested in  securities  of that
     issuer, or (b) the Fund would hold more than 10% of the outstanding  voting
     securities of that issuer.

2)   Issue senior securities, except as permitted under the 1940 Act.

3)   Borrow  money,  except  that the Fund may  borrow  money for  temporary  or
     emergency  purposes  (not for  leveraging or  investment)  in an amount not
     exceeding  33  1/3%  of the  Fund's  total  assets  (including  the  amount
     borrowed) less liabilities (other than borrowings).

4)   Lend any security or make any other loan if, as a result, more than 33 1/3%
     of the Fund's  total  assets would be lent to other  parties,  except,  (a)
     through  the  purchase  of a  portion  of an  issue of debt  securities  in
     accordance with its investment objective,  policies and limitations, or (b)
     by engaging in repurchase agreements with respect to portfolio securities.

5)   Purchase or sell real estate  unless  acquired as a result of  ownership of
     securities or other  instruments  (but this shall not prevent the Fund from
     investment  in  securities  or other  instruments  backed by real estate or
     securities of companies engaged in the real estate business).

6)   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 (a) 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, (b) 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,  (c) 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 (d) personal credit and business  credit  businesses will be
     considered separate industries.

7)   Act as  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.

8)   Purchase  or sell  physical  commodities  unless  acquired  as a result  of
     ownership of securities or other instruments.

9)   Invest for purposes of exercising control over management.

     GOVERNMENT Agency may not:

(1)  Borrow money in excess of 33 1/3% of the market value of its total  assets.
     The  Fund  may  borrow  from a  bank  as a  temporary  measure  to  satisfy
     redemption  requests or for extraordinary or emergency  purposes,  provided
     that immediately  after any such borrowing there is an asset coverage of at
     least 300 per centum for all such borrowings. To secure any such borrowing,
     the Fund may pledge or hypothecate not in excess of 33 1/3% of the value of
     its total assets.  The Fund will not purchase any security while borrowings
     representing more than 5% of its total assets are outstanding. The Fund may
     also borrow money for  temporary or emergency  purposes from other funds or
     portfolios  for  which  Benham  Management  Corporation  is the  investment
     advisor, or from a joint account of such funds or portfolios,  as permitted
     by federal regulatory agencies.

(2)  Act as an underwriter of securities issued by others.

(3)  Purchase, sell, or invest in real estate, commodities, commodity contracts,
     foreign exchange, or interests in oil, gas, or other mineral exploration or
     development programs,  provided that this limitation shall not prohibit the
     purchase of U.S. government securities and other debt securities secured by
     real estate or interests therein.

(4)  Engage in any short-selling operations.

(5)  Make  loans to  others,  except for the  lending  of  portfolio  securities
     pursuant to guidelines established by the Board of Trustees or for the


Statement of Additional Information                                            9


     purchase  of debt  securities  in  accordance  with the  Fund's  investment
     objective and policies.

(6)  Purchase any equity  securities  in any  companies,  including  warrants or
     bonds with warrants attached,  or any preferred stocks,  convertible bonds,
     or convertible debentures.

(7)  Engage in margin  transactions  or in transactions  involving puts,  calls,
     straddles, or spreads.

(8)  Invest in securities which are not readily marketable or the disposition of
     which is restricted under federal securities laws (collectively,  "illiquid
     securities") if, as a result,  more than 10% of the Fund's net assets would
     be invested in illiquid securities.

(9)  Issue or sell any class of senior  security  as defined  in the  Investment
     Company Act of 1940 except to the extent  that notes  evidencing  temporary
     borrowings   or  the   purchase  of   securities   on  a   when-issued   or
     delayed-delivery basis might be deemed such.

(10) Purchase or retain  securities  of any issuer if, to the  knowledge  of the
     Trust's  management,  those  officers  and Trustees of the Trust and of its
     investment  advisor,  who  each  own  beneficially  more  than  0.5% of the
     outstanding securities of such issuer,  together own beneficially more than
     5% of such securities.

     SHORT-TERM TREASURY MAY NOT:

(1)  With respect to 75% of its total  assets,  purchase the  securities  of any
     issuer (other than securities  issued or guaranteed by the U.S.  government
     or any of its agencies or instrumentalities) if, as a result, (a) more than
     5% of the Fund's total assets would be invested in the  securities  of that
     issuer, or (b) the Fund would hold more than 10% of the outstanding  voting
     securities of that issuer.

(2)  Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940 and  except  to the  extent  that  notes  evidencing  temporary
     borrowings   or  the   purchase  of   securities   on  a   when-issued   or
     delayed-delivery basis might be deemed such.

(3)  Borrow  money,  except for temporary or emergency  purposes,  and then only
     from a bank.  Such  borrowings  may not exceed 33 1/3% of the Fund's  total
     assets.

(4)  Underwrite  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 disposing of restricted securities.

(5)  Purchase the  securities  of any issuer  (other than  securities  issued or
     guaranteed   by  the   U.S.   government   or  any  of  its   agencies   or
     instrumentalities)  if, as a  result,  more  than 25% of the  Fund's  total
     assets would be invested in the  securities  of companies  whose  principal
     business activities are in the same industry.

(6)  Purchase or sell real estate  unless  acquired  as result of  ownership  of
     securities or other  instruments,  provided that this  limitation  will not
     prohibit the Fund from purchasing  U.S.  government  securities  secured by
     real estate or interests therein.

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

(8)  Make loans, other than loans of portfolio securities pursuant to guidelines
     established by the Board of Trustees,  provided that this  restriction will
     not prohibit the Fund from  purchasing  debt  securities in accordance with
     its investment  objectives and policies.  Loans, in the aggregate,  will be
     limited to 33 1/3% of the Fund's total assets.

     INTERMEDIATE-TERM TREASURY MAY NOT:

(1)  Purchase the  securities of any issuer other than the U.S.  Treasury.  This
     restriction  shall not apply to  repurchase  agreements  consisting of U.S.
     government  securities  or to  purchases  by the  Fund of  shares  of other
     investment  companies,  provided  that not more than 3% of such  investment
     company's outstanding shares would be held by the Fund, not more than 5% of
     the value of the Fund's assets would be invested in shares of such company,
     and not more than 10% of the value of the Fund's  assets  would be invested
     in shares of investment companies in the aggregate.



10                                                  American Century Investments



(2)  Engage in any short-selling operations.

(3)  Engage in margin  transactions  or in transactions  involving puts,  calls,
     straddles, or spreads.

(4)  Purchase or sell real estate,  commodities,  or commodity contracts, or buy
     and sell foreign exchange.

(5)  Purchase  securities for which the Fund might be liable for further payment
     or liability.

(6)  Invest in portfolio securities that the Fund may not be free to sell to the
     public without  registration under the Securities Act of 1933 or the taking
     of similar  actions  under other  securities  laws  relating to the sale of
     securities.

(7)  Issue or sell any class of senior security, except to the extent that notes
     evidencing temporary borrowing might be deemed such.

(8)  Lend money other than through the purchase of debt securities in accordance
     with its investment  policy (this  restriction does not apply to repurchase
     agreements).

(9)  Borrow  money  except  from  a  bank  as a  temporary  measure  to  satisfy
     redemption  requests,  or for extraordinary or emergency  purposes and then
     only in an amount not  exceeding  33 1/3% of the market value of the Fund's
     total assets,  so that  immediately  after any such  borrowing  there is an
     asset  coverage  of at least 300 per  centum  for all such  borrowings.  To
     secure any such borrowing, the Fund may not pledge or hypothecate in excess
     of 33 1/3% of the value of its total assets. The Fund will not purchase any
     security while borrowings representing more than 5% of its total assets are
     outstanding.

     LONG-TERM TREASURY MAY NOT:

(1)  With respect to 75% of its total  assets,  purchase the  securities  of any
     issuer (other than securities  issued or guaranteed by the U.S.  government
     or any of its agencies or instrumentalities)  if, as a result (a) more than
     5% of the Fund's total assets would be invested in the  securities  of that
     issuer, or (b) the Fund would hold more than 10% of the outstanding  voting
     securities of that issuer.

(2)  Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940 and  except  to the  extent  that  notes  evidencing  temporary
     borrowings   or  the   purchase  of   securities   on  a   when-issued   or
     delayed-delivery basis might be deemed such.

(3)  Borrow  money,  except for temporary or emergency  purposes,  and then only
     from a bank.  Such  borrowings  may not exceed 33 1/3% of the Fund's  total
     assets.

(4)  Underwrite  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 disposing of restricted securities.

(5)  Purchase the  securities  of any issuer  (other than  securities  issued or
     guaranteed   by  the   U.S.   government   or  any  of  its   agencies   or
     instrumentalities)  if, as a  result,  more  than 25% of the  Fund's  total
     assets would be invested in the  securities  of companies  whose  principal
     business activities are in the same industry.

(6)  Purchase or sell real estate  unless  acquired as a result of  ownership of
     securities or other  instruments,  provided that this  limitation  will not
     prohibit the Fund from purchasing  U.S.  government  securities  secured by
     real estate or interests therein.

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

(8)  Make loans, other than loans of portfolio securities pursuant to guidelines
     established by the Board of Trustees,  provided that this  restriction will
     not prohibit the Fund from  purchasing  debt  securities in accordance with
     its investment  objectives and policies.  Loans, in the aggregate,  will be
     limited to 33 1/3% of the Fund's total assets.

     ARM FUND MAY NOT:

(1)  Borrow money in excess of 33 1/3% of the market value of its total  assets,
     and then only from a bank and as a temporary measure to satisfy  redemption
     requests or for  extraordinary  or emergency  purposes,  and provided  that
     immediately after any such borrowing there is an asset coverage of at least
     300 per centum for all



Statement of Additional Information                                           11


     such  borrowings.  To secure  any such  borrowing,  the Fund may  pledge or
     hypothecate not in excess of 33 1/3% of the value of its total assets.  The
     Fund will not purchase any security while borrowings representing more than
     5% of its total assets are outstanding.

(2)  Act as an underwriter of securities issued by others.

(3)  Purchase, sell, or invest in real estate, commodities, commodity contracts,
     foreign exchange, or interests in oil, gas, or other mineral exploration or
     development programs,  provided that this limitation shall not prohibit the
     purchase of U.S. government securities and other debt securities secured by
     real estate or interests therein.

(4)  Engage in any short-selling operations.

(5)  Make  loans to  others,  except for the  lending  of  portfolio  securities
     pursuant  to  guidelines  established  by the Board of  Trustees or for the
     purchase  of debt  securities  in  accordance  with the  Fund's  investment
     objective and policies.

(6)  Purchase any equity  securities  in any  companies,  including  warrants or
     bonds with warrants attached,  or any preferred stocks,  convertible bonds,
     or convertible debentures.

(7)  Engage in margin  transactions  or in transactions  involving puts,  calls,
     straddles, or spreads.

(8)  Invest in securities that are not readily  marketable or the disposition of
     which is restricted under federal securities laws (collectively,  "illiquid
     securities") if, as a result,  more than 10% of the Fund's net assets would
     be invested in illiquid securities.

(9)  Issue or sell any class of senior  security  as defined  in the  Investment
     Company Act of 1940 except to the extent  that notes  evidencing  temporary
     borrowings   or  the   purchase  of   securities   on  a   when-issued   or
     delayed-delivery basis might be deemed such.

(10) Acquire or retain the securities of any other  investment  company if, as a
     result, more than 3% of such investment company's  outstanding shares would
     be held by the Fund,  more than 5% of the value of the Fund's  assets would
     be invested in shares of such investment  company,  or more than 10% of the
     value of the  Fund's  assets  would be  invested  in shares  of  investment
     companies  in the  aggregate,  or  except  in  connection  with  a  merger,
     consolidation, acquisition, or reorganization.

(11) Purchase or retain  securities  of any issuer if, to the  knowledge  of the
     Trust's  management,  those  officers  and Trustees of the Trust and of its
     investment  advisor  who  each  own  beneficially  more  than  0.5%  of the
     outstanding  securities of such issuer together own beneficially  more than
     5% of such securities.

     GNMA FUND MAY NOT:

(1)  Borrow money in excess of 33 1/3% of the market value of its total  assets,
     and then only from a bank and as a temporary measure to satisfy  redemption
     requests or for  extraordinary  or emergency  purposes,  and provided  that
     immediately after any such borrowing there is an asset coverage of at least
     300 per centum for all such borrowings.  To secure any such borrowing,  the
     Fund may pledge or hypothecate not in excess of 33 1/3% of the value of its
     total  assets.  The Fund will not purchase any  security  while  borrowings
     representing more than 5% of its total assets are outstanding.

(2)  Act as an underwriter of securities issued by others.

(3)  Purchase, sell, or invest in real estate, commodities, commodity contracts,
     foreign exchange, or interests in oil, gas, or other mineral exploration or
     development programs,  provided that this limitation shall not prohibit the
     purchase of U.S. government securities and other debt securities secured by
     real estate or interests therein.

(4)  Engage in any short-selling operations.

(5)  Make  loans to  others,  except for the  lending  of  portfolio  securities
     pursuant  to  guidelines  established  by the Board of  Trustees or for the
     purchase  of debt  securities  in  accordance  with the  Fund's  investment
     objective and policies.

(6)  Purchase any equity  securities  in any  companies,  including  warrants or
     bonds with warrants attached,  or any preferred stocks,  convertible bonds,
     or convertible debentures.

(7)  Engage in margin  transactions  or in transactions  involving puts,  calls,
     straddles, or spreads.

(8)  Invest in securities that are not readily  marketable or the disposition of
     which is restricted



12                                                  American Century Investments



     under federal securities laws (collectively,  "illiquid securities") if, as
     a result,  more than 10% of the  Fund's  net assets  would be  invested  in
     illiquid securities.

(9)  Issue or sell any class of senior  security  as defined  in the  Investment
     Company Act of 1940 except to the extent  that notes  evidencing  temporary
     borrowings   or  the   purchase  of   securities   on  a   when-issued   or
     delayed-delivery basis might be deemed such.

(10) Acquire or retain the securities of any other investment  company except in
     connection with a merger, consolidation, acquisition, or reorganization.

(11) Purchase or retain  securities  of any issuer if, to the  knowledge  of the
     Trust's  management,  those  officers  and Trustees of the Trust and of its
     investment  advisor  who  each  own  beneficially  more  than  0.5%  of the
     outstanding  securities of such issuer together own beneficially  more than
     5% of such securities.

     INFLATION-ADJUSTED TREASURY MAY NOT:

(1)  With respect to 75% of its total  assets,  purchase the  securities  of any
     issuer (other than securities  issued or guaranteed by the U.S.  government
     or its agencies or instrumentalities)  if, as a result, more than 5% of its
     total assets would be invested in  securities  of that issuer,  or it would
     hold more than 10% of the outstanding voting securities of that issuer.

(2)  Issue senior securities, except as permitted under the 1940 Act.

(3)  Borrow  money,  except  that the Fund may  borrow  money for  temporary  or
     emergency  purposes  (not for  leveraging or  investment)  in an amount not
     exceeding  33  1/3%  of the  Fund's  total  assets  (including  the  amount
     borrowed) less  liabilities  (other than  borrowings).  Any borrowings that
     come to exceed this amount will be reduced within three days (not including
     Sundays and  holidays)  to the extent  necessary to comply with the 33 1/3%
     limitation.

(4)  Lend any security or make any other loan if, as a result, more than 33 1/3%
     of the Fund's  total  assets would be lent to other  parties,  except,  (a)
     through  the  purchase  of a  portion  of an  issue of debt  securities  in
     accordance with its investment objective,  policies and limitations, or (b)
     by engaging in repurchase agreements with respect to portfolio securities.

(5)  Purchase or sell real estate  unless  acquired as a result of  ownership of
     securities or other  instruments  (but this shall not prevent the Fund from
     investment  in  securities  or other  instruments  backed by real estate or
     securities of companies engaged in the real estate business).

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

(7)  Purchase the  securities  of any issuer  (other than  securities  issued or
     guaranteed   by  the   U.S.   government   or  any  of  its   agencies   or
     instrumentalities)  if, as a  result,  more  than 25% of the  Fund's  total
     assets would be invested in the  securities  of companies  whose  principal
     business activities are in the same industry.

     Some of the Funds are also subject to the following  restrictions  that are
not  fundamental  and may therefore be changed by the Board of Trustees  without
shareholder approval.

     CAPITAL PRESERVATION FUND MAY NOT:

a)   Lend assets other than  securities to other parties,  except by (a) lending
     money  (up to 5% of the  Fund's  net  assets)  to a  registered  investment
     company or  portfolio  for which its  investment  advisor  or an  affiliate
     serves as investment advisor or (b) acquiring loans, loan participation, or
     other  forms  of  direct  debt  instruments  and in  connection  therewith,
     assuming  any  associated  unfunded  commitments  of  the  sellers.   (This
     limitation  does not apply to purchases of debt securities or to repurchase
     agreements.)

b)   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.

c)   Purchase any security or enter into a repurchase agreement if, as a result,
     more than 10% of its net assets would be invested in repurchase  agreements
     not entitling the holder to



Statement of Additional Information                                           13



     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.

d)   Except  in  connection  with  a  merger,  consolidation,   acquisition,  or
     reorganization,  invest in the  securities of other  investment  companies,
     including  investment  companies  advised by the Manager,  if,  immediately
     after  such  purchase  or  acquisition,  more  than 10% of the value of the
     Fund's total assets would be invested in such securities.

e)   Invest in securities of an issuer that, together with any predecessor,  has
     been in operation  for less than three years if, as a result,  more than 5%
     of the total assets of the Fund would then be invested in such securities.

f)   Purchase warrants,  valued at the lower of cost or market, in excess of 10%
     of the Fund's net  assets.  Included in that amount but not to exceed 2% of
     net assets,  are warrants  whose  underlying  securities  are not traded on
     principal domestic or foreign  exchanges.  Warrants acquired by the Fund in
     units or attached to securities are not subject to these restrictions.

g)   Invest in oil, gas or other mineral exploration or development  programs or
     leases.

h)   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.

i)   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.

j)   Purchase the  securities  of any issuer if, to the  knowledge of the Fund's
     management,  those officers and directors of the Fund and of its investment
     advisor,  who each  own  beneficially  more  than  0.5% of the  outstanding
     securities  of such  issuer,  together  own more  than 5% of such  issuer's
     securities.

     GOVERNMENT AGENCY MAY NOT:

(a)  Invest in oil, gas, or other mineral leases.

     SHORT-TERM TREASURY MAY NOT:

(a)  Engage in any  short-selling  operations,  provided  that  transactions  in
     futures and options will not constitute selling securities short.

(b)  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 will not constitute  purchasing  securities on
     margin.

(c)  Purchase any security  while  borrowings  representing  more than 5% of its
     total assets are outstanding.

(d)  Purchase restricted securities.

(e)  Invest in securities that are not readily  marketable or the disposition of
     which is restricted under federal securities laws (collectively,  "illiquid
     securities") if, as a result,  more than 10% of the Fund's net assets would
     be invested in illiquid securities.

(f)  Purchase or sell futures  contracts or put or call  options,  provided that
     this  restriction  will not apply to options  attached  to, or  acquired or
     traded together with,  their  underlying  securities;  nor will it apply to
     securities  that  incorporate   features  similar  to  options  or  futures
     contracts.

(g)  Purchase the securities of other  investment  companies  except in the open
     market where no commission except the ordinary broker's  commission is paid
     or  purchase  securities  issued by other  open-end  investment  companies,
     provided that this  restriction  will not apply to  securities  received as
     dividends,  through offers of exchange, or as a result of a reorganization,
     consolidation, or merger.

(h)  Purchase any equity  securities,  including warrants or bonds with warrants
     attached,  or any  preferred  stocks,  convertible  bonds,  or  convertible
     debentures.

(i)  Invest in oil, gas, or other mineral exploration or development programs or
     leases.

(j)  Purchase  securities  of any  issuer  if, to the  knowledge  of the  Fund's
     investment advisor,



14                                                  American Century Investments


     those Trustees and officers of the Trust and those Trustees and officers of
     the  investment  advisor  who  individually  own  more  than  0.5%  of  the
     outstanding securities of such issuer, together own

(k)  Invest  more  than 15% of the  Fund's  total  assets in the  securities  of
     issuers  which  together with any  predecessors  have a record of less than
     three  years  continuous  operation  and  securities  of issuers  which are
     restricted as to disposition (including 144A securities).

     LONG-TERM TREASURY MAY NOT:

(a)  Engage in any  short-selling  operations,  provided  that  transactions  in
     futures and options will not constitute selling securities short.

(b)  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 will not constitute  purchasing  securities on
     margin.

(c)  Purchase any security  while  borrowings  representing  more than 5% of its
     total assets are outstanding.

(d)  Invest in securities that are not readily  marketable or the disposition of
     which is restricted under federal securities laws (collectively,  "illiquid
     securities") if, as a result,  more than 10% of the Fund's net assets would
     be invested in illiquid securities.

(e)  Purchase or sell futures  contracts or put or call  options,  provided that
     this  restriction  will not apply to options  attached  to, or  acquired or
     traded together with,  their  underlying  securities;  nor will it apply to
     securities  that  incorporate   features  similar  to  options  or  futures
     contracts.

(f)  Purchase the securities of other  investment  companies  except in the open
     market where no commission except the ordinary broker's  commission is paid
     or  purchase  securities  issued by other  open-end  investment  companies,
     provided that this  restriction  will not apply to  securities  received as
     dividends,  through offers of exchange, or as a result of a reorganization,
     consolidation, or merger.

(g)  Purchase any equity  securities,  including warrants or bonds with warrants
     attached,  or any  preferred  stocks,  convertible  bonds,  or  convertible
     debentures.

(h)  Invest in oil, gas, or other mineral exploration or development programs or
     leases.

(i)  Purchase  securities  of any  issuer  if, to the  knowledge  of the  Fund's
     investment  advisor,  those  Trustees and officers of the Trust,  and those
     Trustees and officers of the investment  advisor who  individually own more
     than  0.5% of the  outstanding  securities  of such  issuer,  together  own
     beneficially more than 5% of such issuer's securities.

(j)  Invest  more  than 15% of the  Fund's  total  assets in the  securities  of
     issuers  which  together with any  predecessors  have a record of less than
     three year's  continuous  operation  and  securities  of issuers  which are
     restricted as to disposition (including 144A securities).

(k)  Purchase restricted securities.

     ARM FUND MAY NOT:

(a)  Invest in oil, gas, or other mineral leases.

     INFLATION-ADJUSTED TREASURY MAY NOT:

(a)  Lend assets other than  securities to other parties,  except by (a) lending
     money  (up to 5% of the  Fund's  net  assets)  to a  registered  investment
     company or  portfolio  for which its  investment  advisor  or an  affiliate
     serves as investment advisor or (b) acquiring loans, loan participation, or
     other  forms  of  direct  debt  instruments  and in  connection  therewith,
     assuming  any  associated  unfunded  commitments  of  the  sellers.   (This
     limitation  does not apply to purchases of debt securities or to repurchase
     agreements.)

(b)  Sell  securities  short,  unless  its  owns  or has  the  right  to  obtain
     securities  equivalent in kind and amount to the securities sold short, and
     provided that  transaction in futures  contracts and options are not deemed
     to constitute selling securities short.

(c)  Purchase any security  while  borrowings  representing  more than 5% of its
     total assets are outstanding.

     Unless otherwise indicated, with the exception of the percentage limitation
on borrowing, percentage limitations included in the restrictions apply at the


Statement of Additional Information                                           15


time transactions are entered into. Accordingly,  any later increase or decrease
beyond the specified limitation resulting from a change in the Fund's net assets
will  not be  considered  in  determining  whether  it  has  complied  with  its
investment restrictions.

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 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, 1996.

     The portfolio turnover rates for each of the  Variable-Price  Funds (except
for Inflation-Adjusted Treasury) appear in the Financial Highlights appearing in
the Prospectus.  The portfolio turnover rate the Inflation-Adjusted  Treasury is
not expected to exceed 100%.

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),
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 amortized  cost valuation  method is permitted in accordance  with Rule
2a-7 under the 1940 Act. Under the Rule, funds such as Capital  Preservation and
Government Agency,  holding themselves out as money market funds, must adhere to
certain quality and maturity criteria. In particular, such a fund must limit its
investments to U.S.  dollar-denominated  instruments  that are determined by its
board of directors or trustees to present  minimal credit risks and that are (a)
high-grade  obligations  rated in accordance with applicable rules in one of the
two highest rating


16                                                  American Century Investments


categories for short-term obligations by at least two rating agencies (or by one
if only one has rated the obligation),  or (b) unrated obligations judged by the
advisor, under the direction of the fund's board of directors or trustees, to be
of comparable quality.  Further, pursuant to Rule 2a-7, a money market fund must
maintain a dollar weighted average portfolio maturity of 90 days or less and may
not purchase instruments with remaining maturities in excess of 397 days.

     The Board of Trustees has established  procedures designed to stabilize the
Money Market Funds' NAVs at $1.00 per share to the extent  reasonably  possible.
These  procedures  require the  Trust's  Chief  Financial  Officer to notify the
Trustees  immediately  if,  at any  time,  Capital  Preservation  or  Government
Agency's  weighted  average  maturity exceeds 90 days, or if either Money Market
Fund's NAV, as determined by using available  market  quotations,  deviates from
its amortized cost per share by .25% or more. If such deviation  exceeds .40%, a
meeting of the Board of  Trustees'  audit  committee  will be called to consider
what action, if any, should be taken. If such deviation exceeds .50%, the Fund's
Chief  Financial  Officer is instructed to adjust daily  dividend  distributions
immediately to the extent necessary to reduce the deviation to .50% or lower and
to call a meeting of the Board of Trustees to consider further action.

     Actions  the Board of  Trustees  may  consider  under  these  circumstances
include  but are not  limited  to: (a)  selling  portfolio  securities  prior to
maturity;   (b)  withholding   dividends  or  distributions  from  capital;  (c)
authorizing a one-time dividend adjustment;  (d) discounting share purchases and
initiating  redemptions in kind; or (e) valuing  portfolio  securities at market
for purposes of calculating NAV.

     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  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 September 30,
1996 is indicated in the following table.


Fund                       Yield        Effective Yield
- --------------------------------------------------------
Capital Preservation       4.73%            4.85%
Government Agency          4.78             4.89


     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:
                           6
     YIELD = 2 [(a - b + 1) - 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 September 30,
1996, is indicated in the following table.


Statement of Additional Information                                           17


Fund                             30-day Yield
- ----------------------------------------------------
Short-Term Treasury                 5.70%
Intermediate-Term Treasury          6.20
Long-Term Treasury                  6.54
ARM Fund                            5.58
GNMA Fund                           7.04
- ----------------------------------------------------

     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  September  30,  1996,  are  indicated  in the
following table.  Inflation-Adjusted  Treasury commenced  operations on February
10, 1997, therefore, no performance information is available for this period.

                           Average Annual Total Returns
- --------------------------------------------------------------------------------
                                                                        Life-of-
Fund                      One-Year      Five-Years       Ten-Years        Fund
- --------------------------------------------------------------------------------
Capital Preservation1      4.92%           3.95%           5.35%           5.34%
Government Agency2         5.01            4.05             N/A            4.96
Short-Term Treasury3       4.64             N/A             N/A            4.37
Intermediate-Term
   Treasury4               4.81            6.33            6.81            8.85
Long-Term Treasury3        1.78             N/A             N/A            6.66
ARM Fund5                  5.74            4.60             N/A            4.76
GNMA Fund5                 5.06            6.91            8.32            8.81
- --------------------------------------------------------------------------------
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.

     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
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



18                                                  American Century Investments



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.

     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).

     As of March 31, 1996,  capital loss carryovers were as follows:  $7,505,846
(Intermediate-Term  Treasury),  $857,191 (Long-Term Treasury),  $69,205,630 (ARM
Fund),  and $23,041,420  (GNMA Fund). All loss carryovers will expire during the
period March 31, 2000, through March 31, 2004. A Fund will not make capital gain
distributions to its shareholders  until all of its capital loss carryovers have
been offset or expired.

     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 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.


Statement of Additional Information                                           19


     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 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,


20                                                  American Century Investments


serves as the Trust's  independent  auditors and provides services including the
audit of 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 of 1940) by virtue of, among other considerations, their affiliation
with  either  the Trust;  the  Trust's  investment  advisor,  Benham  Management
Corporation  or American  Century  Investment  Management,  Inc. with respect to
Capital  Preservation;   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,  a date in  parentheses  indicates  the  date 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 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);  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).

     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,  Trustee  (1995).  Mr.  Stowers  is  President,  Chief
Executive Officer and Director of ACC, 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).



Statement of Additional Information                                           21


OFFICERS

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

     *WILLIAM  M.  LYONS,  Executive  Vice  President  (1996);   Executive  Vice
President,  Chief  Operating  Officer and General  Counsel of ACC, 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 of
the Funds  received for the Funds'  fiscal year ended March 31, 1996, as well as
the  compensation  received  for  serving as a Director  or Trustee of all other
funds advised by the Manager.

     As of May 5, 1997,  the Trust's  officers and Trustees,  as a group,  owned
less than 1% of the outstanding shares of each Fund.

INVESTMENT MANAGEMENT

     The Funds (except for Capital  Preservation)  have an  investment  advisory
agreement  with  Benham  Management  Corporation  dated June 1,  1995,  that was
approved by shareholders on May 31, 1995. Capital Preservation has an investment
management  agreement with American Century Investment  Management,  Inc. (ACIM)
dated August 1, 1997.

     Benham  Management  Corporation  is a California  corporation  and became a
wholly owned subsidiary of ACC on June 1, 1995.  Benham  Management  Corporation
has served as  investment  advisor to the Funds  since  each  Fund's  inception.
Effective August 1, 1997, ACIM will provide  investment  management  services to
Capital Preservation. ACC is a holding company that owns all of the stock of the
operating  companies that provide the investment  management,  transfer  agency,
shareholder  service,  and other  services  for the American  Century  family of
funds.  James E.  Stowers,  Jr.  controls  ACC by virtue of his  ownership  of a
majority  of  its  common  stock.  Benham  Management  Corporation  has  been  a
registered investment advisor since 1971.

     Each Fund's  agreement with its Manager  continues for an initial period of
two years and thereafter from year to year provided that,  after the initial two
year  period,  it is  approved  at least  annually  by vote of a majority of the
Fund's shareholders or by vote of a majority of the Fund's Trustees, including a
majority  of  those  Trustees  who are  neither  parties  to the  agreement  nor
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.

     Each  investment  agreement is terminable  on sixty days'  written  notice,
either  by the  Fund or by its  Manager,  to the  other  party,  and  terminates
automatically in the event of its assignment.

     Pursuant to the investment agreements,  the Manager provides each Fund with
investment  advice and portfolio  management  services in  accordance  with each
Fund's investment objectives, policies, and restrictions. The Manager determines
what  securities  will be  purchased  and sold by a Fund and assists the Trust's
officers in carrying  out  decisions  made by the Board of  Trustees.  For these
services,  each Fund  (with the  exception  of  Capital  Preservation)  pays the
Manager a monthly  investment  advisory fee based on a percentage of the Trust's
average daily net assets to the following investment advisory fee schedule:

          .50% of the first $100 million 
          .45% of the next $100 million 
          .40% of the next $100 million 
          .35% of the next $100 million 
          .30% of the next $100 million 
          .25% of the next $1 billion 
          .24% of the next $1 billion 
          .23% of the next $1 billion 
          .22% of the next $1 billion 
          .21% of the next $1 billion
          .20% of the next $1 billion; and
          .19% of average daily net assets over $6.5 billion.

     The Manager of Capital  Preservation  pays all the Fund's  expenses  except
brokerage,  portfolio  insurance,  taxes,  interest,  fees and  expenses  of the
non-interested  person  Trustees  (including  counsel  fees)  and  extraordinary
expenses.



22                                                  American Century Investments


<TABLE>
<CAPTION>
TRUSTEE COMPENSATION FOR THE FISCAL YEAR ENDED MARCH 31, 1996

                  Aggregate                       Pension or Retirement       Estimated          Total Compensation
Name of           Compensation                  Benefits Accrued As Part   Annual Benefits    From Each Fund and Fund
Trustee1          From Each Fund2                   of Fund Expenses       Upon Retirement   Complex3 Paid to Trustees
- ----------------------------------------------------------------------------------------------------------------------
Albert
<S>               <C>                              <C>                     <C>                        <C>    
Eisenstat         $1,619 (Capital Preservation)      Not Applicable         Not Applicable             $29,500
                  267 (Government Agency)                                                            
                  20 (Short-Term)                                                                    
                  165 (Intermediate-Term)                                                            
                  55 (Long-Term)                                                                     
                  165 (ARM)                                                                          
                  593 (GNMA)                                                                         
                                                                                                     
Ronald J.                                                                                            
Gilson            $8,759 (Capital Preservation)      Not Applicable         Not Applicable             $79,833
                  1,450 (Government Agency)                                                          
                  885 (Short-Term)                                                                   
                  1,222 (Intermediate-Term)                                                          
                  929 (Long-Term)                                                                    
                  1,252 (ARM)                                                                        
                  2,178 (GNMA)                                                                       
                                                                                                     
Myron S.                                                                                             
Scholes           $10,740 (Capital Preservation)     Not Applicable         Not Applicable             $69,500
                  1,776 (Government Agency)                                                          
                  1,066 (Short-Term)                                                                 
                  1,492 (Intermediate-Term)                                                          
                  1,110 (Long-Term)                                                                  
                  1,549 (ARM)                                                                        
                  2,683 (GNMA)                                                                       
                                                                                                     
Kenneth E.                                                                                           
Scott             $12,282 (Capital Preservation)     Not Applicable         Not Applicable             $75,773
                  2,032 (Government Agency)                                                          
                  1,084 (Short-Term)                                                                 
                  1,649 (Intermediate-Term)                                                          
                  1,169 (Long-Term)                                                                  
                  2,702 (ARM)                                                                        
                  3,258 (GNMA)                                                                       
                                                                                                     
Ezra                                                                                                 
Solomon           $10,654 (Capital Preservation)     Not Applicable         Not Applicable             $70,249
                  1,765 (Government Agency)                                                          
                  1,060 (Short-Term)                                                                 
                  1,481 (Intermediate-Term)                                                          
                  1,118 (Long-Term)                                                                  
                  1,523 (ARM)                                                                        
                  2,661 (GNMA)                                                                       
                                                                                                     
Isaac                                                                                                
Stein             $10,842 (Capital Preservation)     Not Applicable         Not Applicable             $70,500
                  1,791 (Government Agency)                                                          
                  1,068 (Short-Term)                                                                 
                  1,503 (Intermediate-Term)                                                          
                  1,120 (Long-Term)                                                                  
                  1,557 (ARM)                                                                        
                  2,727 (GNMA)                                                                       
                                                                                                     
Jeanne D.                                                                                            
Wohlers           $11,033 (Capital Preservation)     Not Applicable         Not Applicable             $71,250
                  1,825 (Government Agency)                                                          
                  1,069 (Short-Term)                                                                 
                  1,521 (Intermediate-Term)                                                          
                  1,127 (Long-Term)                                                                  
                  1,571 (ARM)                                                                        
                  2,799 (GNMA)                                                                       
- -----------------------------------------------------------------------------------------------------------------

1    Interested Trustees receive no compensation for their services as such.
                 
2    For the Fiscal year ended March 31, 1996, 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    American Century family of funds includes nearly 70 no-load mutual funds in
     16 registered investment companies.
</TABLE>



Statement of Additional Information                                           23



     For the services provided to Capital  Preservation,  the Manager receives a
monthly  fee  based  on a  percentage  of the  average  net  assets  of  Capital
Preservation.  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  mutual  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  Capital   Preservation  to  the  Manager.
Currently, the Investment Category Fee is an annual rate of 0.18% of the average
net assets of Capital  Preservation.  The Complex Fee is an annual rate of 0.30%
of the average net assets of Capital Preservation. The computation of these fees
is described below.

Calculation of the Investment Category Fee (Capital Preservation)

Investment Category Assets
Under Management                    Fee Rate
- ---------------------------------------------------
First $1 billion                    0.2700%
Next $1 billion                     0.2270%
Next $3 billion                     0.1860%
Next $5 billion                     0.1690%
Next $15 billion                    0.1580%
Next $25 billion                    0.1575%
Assets greater than $50 billion     0.1570%

     The  calculation  of the  Investment  Category Fee is based on applying the
schedule  above to the  assets of the funds  managed by the  Manager  within its
Investment Category.  There are three Investment Categories:  Bond Funds, Equity
Funds and Money Market Funds.  The funds included within an Investment  Category
are  all of the  open-end  investment  companies  managed  by  the  Manager  and
distributed by American Century  Investment  Services,  Inc. Private label funds
and  non-investment  company  clients  are  excluded  from  the  asset  base for
calculation of the fees for the funds.

     To calculate a particular  fund's fee, the fund's  Investment  Category Fee
schedule is applied to the total  assets  within the  Investment  Category.  The
fund's fee is its pro rata share of the resulting fee.

Calculation of the Complex Fee (Capital Preservation)

Complex Assets
Under Management                    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% 
Assets greater than $1,250.0 billion 0.2900%

     The  calculation  of the  Investment  Category Fee is based on applying the
schedule  above to the assets of all of the funds  managed by the Manager in the
three Fund Type  categories.  To calculate a particular  fund's Complex Fee, the
Complex Fee schedule is applied to the total complex  assets.  The fund's fee is
its pro rata share of the resulting fee.

     On the  first  business  day of each  month,  Capital  Preservation  pays a
management  fee to the Manager for the previous  month at the  specified  annual
rate. The fee for the previous month is calculated by multiplying the applicable
fee for Capital Preservation 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).

     Investment  advisory  fees paid by each Fund to the  Manager for the fiscal
years ended March 31, 1996, 1995 and 1994, are indicated in the following table.
Fee amounts are net of  reimbursements  as  described  under the section  titled
"Expense Limitation Agreement."



24                                                  American Century Investments


                            Investment Advisory Fees*
- --------------------------------------------------------------------------------
                           Fiscal           Fiscal            Fiscal
Fund                        1996             1995              1994
- --------------------------------------------------------------------------------
Capital Preservation      $8,039,420       $7,631,805        $7,677,592
Government Agency          1,104,214        1,014,951         1,073,248
Short-Term Treasury          118,721           60,440            11,846
Intermediate-Term
   Treasury                  867,876          875,087         1,020,441
Long-Term Treasury           174,665           33,915             7,598
ARM Fund                     971,274        1,646,614         3,282,058
GNMA Fund                  2,980,327        2,807,230         3,322,727
- --------------------------------------------------------------------------------
*Net of Reimbursements

TRANSFER AND ADMINISTRATIVE SERVICES

     American  Century  Services  Corporation,  4500 Main  Street,  Kansas City,
Missouri,  64111, (ACS) acts as transfer,  administrative  services and dividend
paying agent for the Funds. ACS provides facilities,  equipment and personnel to
the  Funds  and is paid for such  services  by the Fund  with the  exception  of
Capital  Preservation.  For  Capital  Preservation,  the  Manager  pays for such
services. For administrative  services,  each Fund (except Capital Preservation)
pays ACS a monthly fee equal to its pro rata share of the dollar amount  derived
from applying the average daily net assets of all of the Funds advised by Benham
Management Corporation to the following administrative fee rate schedule:

Group Assets               Administrative Fee Rate
- -------------------------------------------------------
up to $4.5 billion                  .11%
up to $6 billion                    .10
up to $9 billion                    .09
over $9 billion                     .08
- -------------------------------------------------------

     For administrative  services provided to Capital Preservation,  ACS is paid
by the Manager out of its management fee.

     For transfer agent services,  each Fund (except Capital  Preservation) pays
ACS a monthly fee of $1.3958 for each shareholder  account  maintained and $1.35
for each shareholder transaction executed during that month.

     Administrative  service and  transfer  agent fees paid by each Fund for the
fiscal years ended March 31, 1996, 1995, and 1994 are indicated in the following
tables.  Fee amounts are net of  reimbursements  as described  under the section
titled "Expense Limitation Agreement."


                           Administrative Fees*
- ---------------------------------------------------------------------
                          Fiscal           Fiscal           Fiscal
Fund                       1996             1995             1994
- ---------------------------------------------------------------------
Capital Preservation    $2,896,754       $2,781,843        $2,759,738
Government Agency          475,745          478,410           564,901
Short-Term Treasury         39,657           30,662            21,286
Intermediate-Term
   Treasury                301,079          312,814           378,294
Long-Term Treasury          69,302           23,884            19,336
ARM Fund                   423,862          595,079         1,215,816
GNMA Fund                1,149,339        1,003,636         1,232,514
- ---------------------------------------------------------------------
*Net of Reimbursements


Transfer Agent Fees*
- ----------------------------------------------------------------------
                           Fiscal           Fiscal            Fiscal
Fund                        1996             1995              1994
- ----------------------------------------------------------------------
Capital Preservation     $2,536,792       $2,582,343        $2,728,965
Government Agency            591,42          636,462           863,944
Short-Term Treasury          44,415           36,254            29,973
Intermediate-Term
   Treasury                 283,949          317,653           356,584
Long-Term Treasury          120,818           37,365            26,909
ARM Fund                    329,830          684,702         1,141,251
GNMA Fund                 1,033,782        1,178,768         1,348,081
- ----------------------------------------------------------------------
*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 ACIS or to any
other  broker-dealers  or  financial   intermediaries  in  connection  with  the
distribution of Fund shares.

DIRECT FUND EXPENSES

     Each  Fund  (with the  exception  of  Capital  Preservation)  pays  certain
operating  expenses  that are not assumed by the Manager or ACS.  These  include
fees and expenses of the independent Trustees;



Statement of Additional Information                                           25



custodian, audit, tax preparation, and pricing fees; fees of outside counsel and
counsel  employed  directly  by  the  Trust;   costs  of  printing  and  mailing
prospectuses,  statements of additional information, proxy statements,  notices,
confirmations,  and reports to  shareholders;  fees for  registering  the Funds'
shares under federal and state securities laws;  brokerage fees and commissions;
trade  association  dues;  costs of fidelity and  liability  insurance  policies
covering the Funds;  costs for  incoming  WATS lines  maintained  to receive and
handle shareholder inquiries; and organizational costs. The Manager pays all the
expenses of Capital Preservation except brokerage,  portfolio insurance,  taxes,
interest,  fees and expenses of the  non-interested  person Trustees  (including
counsel fees) and extraordinary expenses.


EXPENSE LIMITATION AGREEMENT


     The Manager has agreed,  until July 31, 1997, to limit each Fund's expenses
(with  the  exception  of  Capital  Preservation's   expenses)  to  a  specified
percentage of its average daily net assets as follows:

                                            Expense
Fund                                      Limitation
- --------------------------------------------------------
Government Agency                           .60%
Short-Term Treasury                         .60%
Intermediate-Term Treasury                  .60%
Long-Term Treasury                          .60%
ARM Fund                                    .60%
GNMA Fund                                   .60%
Inflation-Adjusted Treasury*                .50%
- --------------------------------------------------------
*Expense limitation expires May 31, 1998.

     The Manager may recover  amounts  absorbed on behalf of the Funds (with the
exception of Capital Preservation) during the preceding 11 months if, and to the
extent that, for any given month,  a Fund's  expenses were less than the expense
limit in effect at that time.

     Net amounts absorbed or recouped for the fiscal years ended March 31, 1996,
1995, and 1994, are indicated in the table below:

Net Expense Absorbed (Recouped)
- ------------------------------------------------------------------
                                 Fiscal       Fiscal      Fiscal
Fund                              1996         1995        1994
- ------------------------------------------------------------------
Capital Preservation            $      0     $      0   $      0
Government Agency                267,261      323,152    451,622
Short-Term Treasury               (4,468)      25,537     45,651
Intermediate-Term
   Treasury                            0            0          0
Long-Term Treasury                25,358                  44,468
ARM Fund                         (20,799)      11,331          0
GNMA Fund                              0            0          0
- ------------------------------------------------------------------


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 May 5, 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.



26                                                 American Century Investments





FUND                                SHORT-TERM TREASURY
- ------------------------------------------------------------------
Shareholder Name and                Charles Schwab & Co.
Address                             101 Montgomery Street
                                    San Francisco, CA 94104
# of Shares Held                    645,779
% of Total Shares
Outstanding                         17.0%
- ------------------------------------------------------------------
Shareholder Name and                J. Harris Morgan
Address                             P.O. Box 556
                                    Greenville, TX 75403
# of Shares Held                    314,616
% of Total Shares
Outstanding                         8.3%
- ------------------------------------------------------------------
Shareholder Name and                Allied Clearings Co.
Address                             P.O. Box 94303
                                    Pasadena, CA 91109
# of Shares Held                    298,366
% of Total Shares
Outstanding                         7.9%


FUND                                INTERMEDIATE-TERM TREASURY
- ------------------------------------------------------------------
Shareholder Name and                Chase Manhattan Bank NA
Address                             770 Broadway 10th FL
                                    New York, NY 10003
# of Shares Held                    3,223,556
% of Total Shares
Outstanding                         10.1%
- ------------------------------------------------------------------
Shareholder Name and                Charles Schwab & Co.
Address                             101 Montgomery Street
                                    San Francisco, CA 94104
# of Shares Held                    3,096,868
% 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                    7,687,292
% of Total Shares
Outstanding                         56.0%


FUND                                ARM FUND
- ------------------------------------------------------------------
Shareholder Name and                Charles Schwab & Co.
Address                             101 Montgomery Street
                                    San Francisco, CA 94104
# of Shares Held                    1,313,719
% of Total Shares
Outstanding                         5.5%


FUND                                GNMA FUND
- ------------------------------------------------------------------
Shareholder Name and                Charles Schwab & Co.
Address                             101 Montgomery Street
                                    San Francisco, CA 94104
# of Shares Held                    20,070,144
% of Total Shares
Outstanding                         18.6%


FUND                                INFLATION-ADJUSTED TREASURY
- ------------------------------------------------------------------
Shareholder Name and                Leonard Chase
Address                             2165 Gunpower Dr.
                                    Palm Bay, FL 32905
# of Shares Held                    32,059
% of Total Shares
Outstanding                         10.7%
- ------------------------------------------------------------------
Shareholder Name and                American Century
Address                             Investment Management
                                    4500 Main Street
                                    Kansas City, MO 64111
# of Shares Held                    101,083
% of Total Shares
Outstanding                         33.6%
- ------------------------------------------------------------------

     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.


Statement of Additional Information                                           27



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.



28                                                  American Century Investments


                                     NOTES



Statement of Additional Information Notes                                     29





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

     Person-to-person assistance:
     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


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