AMERICAN CENTURY GOVERNMENT INCOME TRUST
485APOS, 1997-03-10
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

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

         File No. 2-99222

         Pre-Effective Amendment No. ____

         Post-Effective Amendment No._32_                             X
                                                                    -----
                                     and/or

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

         File No. 811-4363

         Amendment No._33_


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

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

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

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

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

It is proposed that this filing become effective:

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

- --------------------------------------------------------------------------------
Registrant has elected to register an indefinite number of shares of beneficial
interest under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. On May 16, 1996, the Registrant filed a Rule
24f-2 Notice on Form 24f-2 with respect to its fiscal year ended March 31, 1996.

<PAGE>

This Post-Effective Amendment is being filed to add the American Century Capital
Preservation Fund to the Trust's Registration statement.  The Prospectus for the
American  Century  Government  Agency,  Short-Term  Treasury,  Intermediate-Term
Treasury,  Long-Term  Treasury,  ARM and GNMA  Funds is not being  filed in this
Post-Effective Amendment and is incorporated herein by reference.
<PAGE>
                    AMERICAN CENTURY GOVERNMENT INCOME TRUST
                    1933 Act Post-Effective Amendment No. 32
                            1940 Act Amendment No. 33

                        American Century - Benham Capital
                                Preservation Fund

                                    FORM N-1A
                              CROSS-REFERENCE SHEET

PART A:  PROSPECTUS

ITEM      PROSPECTUS CAPTION

1         Cover Page

2         Transaction and Operating Expense Table

3         Performance Advertising

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

5         Management

5A        Not Applicable

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

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

8         How to Redeem Shares, Transfer and Administrative Services

9         Not Applicable




PART B:  STATEMENT OF ADDITIONAL INFORMATION


ITEM      STATEMENT OF ADDITIONAL INFORMATION CAPTION

10        Cover Page

11        Table of Contents

12        Not Applicable

13        Investment Policies and Techniques, Investment Restrictions, Portfolio
          Transactions

14        Trustee and Officers

15        Additional Purchase and Redemption Information, Trustees and Officers

16        Investment Management,  Transfer and Administrative Services,  Expense
          Limitation Agreement, About the Trust

17        Portfolio Transactions

18        About the Trust

19        Additional Purchase and Redemption Information, Valuation of Portfolio
          Securities

20        Taxes

21        Additional Purchase and Redemption Information

22        Performance

23        Cover Page

<PAGE>
                                   PROSPECTUS

                             [american century logo]
                                    American
                                  Century(sm)

                                __________, 1997


                                     BENHAM
                                    GROUP(R)

                              Capital Preservation


                                 [front cover]


                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS


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


                          AMERICAN CENTURY INVESTMENTS

   BENHAM GROUP              AMERICAN CENTURY GROUP    TWENTIETH CENTURY(R)GROUP

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


Capital Preservation



                                   PROSPECTUS
                                 _________, 1997

                              Capital Preservation

                    AMERICAN CENTURY GOVERNMENT INCOME TRUST

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

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

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

                      AMERICAN CENTURY INVESTMENTS
                   4500 Main Street o P.O. Box 419200
            Kansas City, Missouri 64141-6200 o 1-800-345-2021
                    International calls: 816-531-5575
                 Telecommunications Device for the Deaf:
               1-800-634-4113 o In Missouri: 816-753-1865
                    Internet: www.americancentury.com

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

INVESTMENTS IN THE FUND ARE NOT INSURED OR GUARANTEED BY THE U.S.  GOVERNMENT OR
ANY OTHER AGENCY. THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
$1.00 SHARE PRICE.

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




                  INVESTMENT OBJECTIVES OF THE FUND

AMERICAN CENTURY--BENHAM CAPITAL
PRESERVATION FUND

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

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

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




                              TABLE OF CONTENTS

Transaction and Operating Expense Table...............................4
Financial Highlights..................................................5

INFORMATION REGARDING THE FUND

Investment Policies of the Fund......................................13
Risk Factors and Investment Techniques...............................15
     U.S. Government Securities......................................16
Other Investment Practices, Their Characteristics
     and Risks.......................................................18
     When-Issued and Forward Commitment
         Agreements..................................................18
     Cash Management.................................................18
     Other Techniques................................................18
Performance Advertising..............................................18

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments.........................................20
Investing in American Century........................................20
How to Open an Account...............................................20
         By Mail.....................................................20
         By Wire.....................................................20
         By Exchange.................................................20
         In Person...................................................21
     Subsequent Investments..........................................21
         By Mail.....................................................21
         By Telephone................................................21
         By Online Access............................................21
         By Wire.....................................................21
         In Person...................................................21
     Automatic Investment Plan.......................................21
How to Exchange from One Account to Another .........................21
         By Mail ....................................................21
         By Telephone................................................21
         By Online Access............................................22
How to Redeem Shares.................................................22
         By Mail.....................................................22
         By Telephone................................................22
         By Check-A-Month............................................22
         Other Automatic Redemptions.................................22
     Redemption Proceeds.............................................22
         By Check....................................................22
         By Wire and ACH.............................................22
     Redemption of Shares in Low-Balance Accounts....................22
Signature Guarantee..................................................23
Special Shareholder Services.........................................23
         Automated Information Line..................................23
         Online Account Access.......................................23
         CheckWriting................................................23
         Tax-Qualified Retirement Plans..............................24
Important Policies Regarding Your Investments........................24
Reports to Shareholders..............................................25
Employer-Sponsored Retirement Plans and
   Institutional Accounts............................................25

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price..........................................................26
     When Share Price Is Determined..................................26
     How Share Price Is Determined...................................26
     Where to Find Information About Share Price.....................27
Distributions........................................................27
Taxes    ............................................................27
     Tax-Deferred Accounts...........................................27
     Taxable Accounts................................................28
Management...........................................................28
     Investment Management...........................................28
     Code of Ethics..................................................30
     Transfer and Administrative Services............................30
Distribution of Fund Shares..........................................30
Further Information About American Century...........................31





                  TRANSACTION AND OPERATING EXPENSE TABLE

                                                     Capital Preservation
SHAREHOLDER TRANSACTION
EXPENSES:

Maximum Sales Load
Imposed on Purchases...............                            none

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

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

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

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

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

Management Fees ...................                            .50%

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

Other Expenses.....................                            .00%

Total Fund Operating
Expenses...........................                            .50%

EXAMPLE:

You would pay the                               1 year          $ 5
following expenses                             3 years           16
on a $1,000 investment,                        5 years           28
investment, assuming                          10 years           63
assuming a 5% annual
return and redemption at
the end of each time period:

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

     The Fund pays American Century Investment Management, Inc. (the
"Manager") investment management fees equal to an annualized percentage of its
average daily net assets.

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

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



<TABLE>
<CAPTION>

                              FINANCIAL HIGHLIGHTS
                              CAPITAL PRESERVATION

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

                                September 30,
                                    1996
                                 (unaudited)  1996      1995     1994     1993(1)   1992     1991     1990     1989    1988    1987

PER-SHARE DATA

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

Income from Investment
Operations
     Net Investment Income ......  .0234     .0521     .0424     .0259   .0134    .0382    .0603    .0750     .0800   .0608   .0531

Distributions

     From Net Investment
     Income......................(.0234)   (.0521)   (.0424)   (.0259) (.0134)  (.0382)  (.0603)  (.0750)   (.0800)  (.0608) (.0531)
                                  ------   -------   -------   ------- -------  -------  -------  -------   -------  ------- -------
Net Asset Value,
End of Period....................  $1.00     $1.00     $1.00     $1.00   $1.00    $1.00    $1.00    $1.00     $1.00   $1.00   $1.00
                                 =======   =======   =======   ======= =======  =======  =======  =======   =======  ======= =======

     TOTAL RETURN(2).............  2.39%     5.21%     4.31%     2.63%   1.35%    3.88%    6.27%    7.77%     8.27%    6.30%   5.48%

RATIOS/SUPPLEMENTAL DATA

     Ratio of Operating
     Expenses to Average
     Net Assets(3)................49%(4)      .51%      .50%    .51%    .50%(4)    .51%     .52%     .56%     .57%     .59%     .63%

     Ratio of Net Investment
     Income to Average
     Net Assets(3)...............4.68%(4)    5.07%     4.24%   2.59%   2.68%(4)    3.82%   6.03%    7.50%    8.00%    6.08%    5.31%

     Net Assets, End
     of Period (in millions)..... $3,016    $3,078    $2,883  $2,787   $2,943    $3,046   $3,376   $3,099   $2,737   $2,187   $1,793

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

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

(3)  The ratios for the year ended March 31, 1996 include  expenses paid through
     expense offset arrangements.

(4)  Annualized.
</TABLE>



                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

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

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

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

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

RISK FACTORS AND INVESTMENT TECHNIQUES

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

U.S. GOVERNMENT SECURITIES

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

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

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

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

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

WHEN-ISSUED AND FORWARD
COMMITMENT AGREEMENTS

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

CASH MANAGEMENT

     For cash management purposes,  the Fund may invest up to an aggregate total
of 5% of its total assets in other investment companies, provided the investment
is consistent with the Fund's investment policies and restrictions.

OTHER TECHNIQUES

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

PERFORMANCE ADVERTISING

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

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

     Yields are calculated according to accounting methods that are standardized
in accordance with SEC rules. The SEC yield should be regarded as an estimate of
the Fund's rate of  investment  income,  and it may not equal the Fund's  actual
income  distribution  rate, the income paid to a shareholder's  account,  or the
income reported in the Fund's financial statements.

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

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



                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

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

INVESTING IN AMERICAN CENTURY

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

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

HOW TO OPEN AN ACCOUNT

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

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

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

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

You may invest in the following ways:

By Mail

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

By Wire

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

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

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

o    BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
     2804918

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

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

o    BANK TO BANK INFORMATION
     (BBI OR FREE FORM TEXT):

o    Taxpayer identification or Social Security number

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

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

By Exchange

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

In Person

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

     4500 Main Street
     Kansas City, Missouri 64111

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

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

By Mail

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

By Telephone

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

By Online Access

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

By Wire

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

In Person

     You may make  subsequent  investments  in  person  at one of our  Investors
Centers. The locations of our three Investors Centers are listed on page __.

AUTOMATIC INVESTMENT PLAN

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

HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER

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

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

By Mail

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

By Telephone

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

By Online Access

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

HOW TO REDEEM SHARES

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

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

By Mail

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

By Telephone

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

By Check-A-Month

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

Other Automatic Redemptions

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

REDEMPTION PROCEEDS

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

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

By Check

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

By Wire and ACH

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

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

REDEMPTION OF SHARES IN
LOW-BALANCE ACCOUNTS

     Whenever  the  shares  held in an  account  have a value  of less  than the
required  minimum,  a letter will be sent advising you of the necessity to bring
the value of the shares held in the account up to the minimum.  If action is not
taken within 90 days of the letter's  date,  the shares held in the account will
be  redeemed  and  proceeds  from the  redemption  will be sent by check to your
address of record. We reserve the right to increase the investment minimums.

SIGNATURE GUARANTEE

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

o    redeeming more than $25,000; or

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

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

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

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

SPECIAL SHAREHOLDER SERVICES

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

     Our special investor services include:

Automated Information Line

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

Online Account Access

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

CheckWriting

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

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

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

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

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

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

Tax-Qualified Retirement Plans

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

o    Individual Retirement Accounts ("IRA"s);

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

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

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

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

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

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

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

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

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

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

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

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

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

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

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

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

REPORTS TO SHAREHOLDERS

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

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

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

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

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

EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS

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

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

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

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

                      ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

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

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

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

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

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

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

HOW SHARE PRICE IS DETERMINED

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

     Portfolio  securities  of the Fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  are  generally  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used.  Depending on local convention or regulation,  securities traded
over-the-counter  are priced at the mean of the latest bid and asked prices,  or
at the last sale  price.  When  market  quotations  are not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Trustees.

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

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

DISTRIBUTIONS

     At the  close  of each  day  including  Saturdays,  Sundays  and  holidays,
dividends are declared and credited (i.e.,  available for redemption)  daily and
distributed  monthly  on the last  Friday of each  month,  except  for  year-end
distributions which will be made on the last business day of the year.

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

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

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

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

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

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

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

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

MANAGEMENT

INVESTMENT MANAGEMENT

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

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

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

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

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

     DENISE TOBACCO has co-managed  Capital  Preservation and Government  Agency
since  January,  1996.  Ms.  Tobacco  joined the Manager in 1988,  the Portfolio
Department in 1991 and was promoted to her current position in 1995.

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

     For the services  provided to the Fund, the Manager  receives an annual fee
which is computed at 0.50% of average net assets of the Fund.  The rate at which
this fee is assessed is determined annually 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 annual fee payable by the Fund to the Manager.  For
the current  fiscal year,  the  Investment  Category Fee is 0.20% of average net
assets of the Fund.  The  Complex  Fee is 0.30% of the average net assets of the
Fund. Further  information about the calculation of the annual management fee is
contained in the Statement of Additional Information.

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

CODE OF ETHICS

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

TRANSFER AND ADMINISTRATIVE SERVICES

     American  Century  Services  Corporation,  4500 Main  Street,  Kansas City,
Missouri,   64111  (the   "transfer   agent"),   acts  as  transfer   agent  and
dividend-paying  agent for the Fund.  The transfer  agent  provides  facilities,
equipment  and  personnel  to the  Fund and is paid  for  such  services  by the
Manager. For administrative services provided to the Fund, the transfer agent is
paid by the Manager out of its management fee.

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

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

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

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

DISTRIBUTION OF FUND SHARES

     The Fund's shares are distributed by American Century Investment  Services,
Inc. (the  "Distributor"),  a registered  broker-dealer  and an affiliate of the
Manager. The Manager pays all expenses for promoting and distributing the Fund's
shares  offered by this  Prospectus.  The Fund does not pay any  commissions  or
other  fees to the  Distributor  or to any  other  broker-dealers  or  financial
intermediaries in connection with the distribution of Fund shares.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

American  Century  Government  Income  Trust was  organized  as a  Massachusetts
business trust on July 24, 1985. The Trust is a diversified, open-end management
investment company. The Trust's business and affairs are managed by its officers
under the direction of Board of Trustees.

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

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

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

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

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

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

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



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 816-753-1865

Fax: 816-340-7962

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9701           [recycled logo]
SH-BKT-6157       Recycled

<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                            [american century logo]
                                    American
                                  Century(sm)

                               ________________, 1997


                          AMERICAN CENTURY INVESTMENTS


                              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

                             ________________, 1997

                    AMERICAN CENTURY GOVERNMENT INCOME TRUST

     This Statement is not a prospectus  but should be read in conjunction  with
the Funds' current  Prospectuses dated  ______________,  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...................................................14
Valuation of Portfolio Securities........................................14
Performance..............................................................15
Taxes....................................................................17
About the Trust..........................................................17
Trustees and Officers....................................................18
Investment Management....................................................19
Transfer and Administrative Services.....................................21
Distribution of Fund Shares..............................................22
Direct Fund Expenses.....................................................22
Expense Limitation Agreement.............................................22
Additional Purchase and Redemption
   Information...........................................................23
Other Information........................................................24

     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".



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  underrepurchase
     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.

     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)

     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 (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 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 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 331/3% 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-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 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 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 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.  government
     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 331/3% 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 331/3% 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
     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  331/3% 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 331/3% 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.

(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  331/3% 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 331/3% 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  331/3% 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 331/3% of the Fund's total assets.

ARM Fund may not:

(1)  Borrow money in excess of 331/3% 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 331/3% 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 331/3% 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 331/3% 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 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 331/3% 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 331/3% limitation.

(4)  Lend any security or make any other loan if, as a result,  more than 331/3%
     of the Fund's  total  assets would be lent to other  parties,  except,  (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 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  transaction  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,  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
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 ____%.


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 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 60 days, respectively,  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:

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

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

     Each Variable-Price  Fund's yield for the 30-day period ended September 30,
1996, is indicated in the following table.

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.

                                 Average Annual Total Returns
- --------------------------------------------------------------------------------
                                                                       Life-of-
Fund                         One-Year    Five-Years     Ten-Years         Fund
- --------------------------------------------------------------------------------
Capital Preservation 1         4.92%        3.95%          5.35%          5.34%
Government Agency 2            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 Fund6                     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) in order to
illustrate the  relationship of these factors and their  contributions  to total
return.  Performance information may be quoted numerically or in a table, graph,
or similar illustration.

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

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

TAXES

FEDERAL INCOME TAX

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

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

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

     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.

     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 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.  Funds are
transferable without restriction.

     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. Shares
of each series have equal rights as to dividends and  distributions  declared by
the  series  and in the net  assets  of such  series  upon  its  liquidation  or
dissolution.

     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,  serves as the Trust's  independent  auditors and
provides services including the audit of annual financial statements.

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;  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).

OFFICERS

     *James M. Benham, President and Chief Executive Officer (1996).

     *William  M.  Lyons,  Executive  Vice  President  (1996);   Executive  Vice
President,  Chief  Operating  Officer,  General  Counsel  and  Secretary  of the
Manager, 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 January 31,  1997,  the Trust's  officers and  Trustees,  as a group,
owned less than 1% of the outstanding shares of each Fund.


<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
    Trustee(1)          From Each Fund(2)                   of Fund Expenses           Upon Retirement   Complex(3) Paid to Trustees
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                  <C>                           <C>                        <C>    
Albert 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
     Preservations  Fund, Inc.,  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>



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 __________, 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  ________,  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 investment  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  either a  majority  of the  Trust'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 Fund's  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 Managers provide each Fund with
investment  advice and portfolio  management  services in  accordance  with each
Fund's investment objectives, policies, and restrictions. The Managers determine
what  securities  will be  purchased  and sold by a Fund and assist 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 pays all the expenses of Capital Preservation except brokerage,
taxes,  interest,  fees  and  expenses  of the  non-interested  person  Trustees
(including counsel fees) and extraordinary expenses.

     For the services provided to Capital Preservation,  the Manager receives an
annual fee which is  computed  at 0.50% of average  net assets of the Fund.  The
rate at which this fee is assessed is determined annually 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 annual fee payable by Capital  Preservation  to
the Manager.  For the current fiscal year, the Investment  Category Fee is 0.20%
of average net assets of Capital  Preservation.  The Complex Fee is 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)

    The Investment Category Fee is calculated based on the following schedule

         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)  

         The Complex Fee is calculated based on the following schedule:

             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                          0.2900%

     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 below:

                          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 the
Manager 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               591,421          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. (ACIS),  a registered  broker-dealer  and an affiliate of the Manager.  The
Manager pays all expenses  for  promoting  and  distributing  the Funds'  shares
offered by this  Prospectus.  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;   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,  taxes,  interest,  fees and  expenses of the  non-interested
person Trustees (including counsel fees) and extraordinary expenses.

EXPENSE LIMITATION AGREEMENT

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

- -------------------------------------------------
     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 March 1, 1998.

     The Manager may recover amounts  absorbed on behalf of the Funds 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.  Each Fund's
expense  limit for the years ended May 31,  1996 and 1995,  as a  percentage  of
average daily net assets, was as follows:

                                             1996                   1995
- ------------------------------------------------------------------------
Capital Preservation                         .54%                  .57%
Government Agency                            .50%                  .50%
Short-Term Treasury                          .65%                  .66%
Intermediate-Term
   Treasury                                  .65%                  .66%
Long-Term Treasury                           .65%                  .66%
ARM Fund                                     .65%                  .60%
GNMA Fund                                    .65%                  .66%
- -----------------------------------------------------------------------

     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              33,125             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 management's
opinion, such rejection is in the Trust's or a Fund's best interest.

     As of January 31, 1997,  to the  knowledge of the Trust,  the  shareholders
listed in the following chart were the only record holders of greater than 5% of
the outstanding shares of the individual Funds.

FUND                                         SHORT-TERM TREASURY
- --------------------------------------------------------------------------------
Shareholder Name and                            Charles Schwab & Co.
Address                                         101 Montgomery Street
                                                San Francisco, CA 94104
# of Shares Held                                648,994.237
% of Total Shares
Outstanding                                     18.5%
- --------------------------------------------------------------------------------
Shareholder Name and                            J. Harris Morgan
Address                                         P.O. Box 556
                                                Greenville, TX 75401
# of Shares Held                                314,615.935
% of Total Shares
Outstanding                                     8.5%
- --------------------------------------------------------------------------------
Shareholder Name and                            Allied Clearings Co.
Address                                         P.O. Box 94303
                                                Pasadena, CA 91109
# of Shares Held                                294,701.089
% of Total Shares
Outstanding                                     8.0%
- --------------------------------------------------------------------------------

FUND                                         INTERMEDIATE-TERM TREASURY
- --------------------------------------------------------------------------------
Shareholder Name and                            Chase Manhattan Bank NA
Address                                         770 Broadway 10th FL
                                                New York, NY 10003
# of Shares Held                                3,267,134.187
% of Total Shares
Outstanding                                     9.7%
- --------------------------------------------------------------------------------
Shareholder Name and                            Charles Schwab & Co.
Address                                         101 Montgomery Street
                                                San Francisco, CA 94104
# of Shares Held                                3,243,089.633
% 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                                6,257,951.157
% of Total Shares
Outstanding                                     50.8%
- --------------------------------------------------------------------------------

FUND                                         ARM FUND
- --------------------------------------------------------------------------------
Shareholder Name and                            Charles Schwab & Co.
Address                                         101 Montgomery Street
                                                San Francisco, CA 94104
# of Shares Held                                1,457,039.198
% of Total Shares
Outstanding                                     5.7%
- --------------------------------------------------------------------------------

FUND                                         GNMA FUND
- --------------------------------------------------------------------------------
Shareholder Name and                            Charles Schwab & Co.
Address                                         101 Montgomery Street
                                                San Francisco, CA 94104
# of Shares Held                                18,712,115.632
% of Total Shares
Outstanding                                     17.3%
- --------------------------------------------------------------------------------

     ACS charges  neither fees nor  commissions on the purchase and sale of fund
shares.  However,  ACS may  charge  fees for  special  services  requested  by a
shareholder or necessitated by acts or omissions of a shareholder.  For example,
ACS may charge a fee for processing dishonored investment checks or stop-payment
requests. See the Investor Services Guide for more information.

OTHER INFORMATION

     For  further  information,  please  refer  to  registration  statement  and
exhibits on file with the SEC in Washington,  DC. These  documents are available
upon payment of a  reproduction  fee.  Statements in the  Prospectus and in this
Statement  of  Additional  Information  concerning  the contents of contracts or
other  documents,  copies  of which are filed as  exhibits  to the  registration
statement, are qualified by reference to such contracts or documents.



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 816-753-1865

Fax: 816-340-7962

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9702           [recycled logo]
SH-BKT-7642       Recycled

<PAGE>
AMERICAN CENTURY GOVERNMENT INCOME TRUST


1933 Act Post-Effective Amendment No. 32
1940 Act Amendment No. 33
- --------------------------------------------------------------------------------

PART C            OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)       FINANCIAL STATEMENTS.  Audited financial statements for each series of
          American  Century  Government  Income  Trust for the fiscal year ended
          March 31, 1996, are filed herein as included in the Trust's  Statement
          of  Additional  Information  by reference  to the Annual  Report dated
          March   31,   1996,    filed   on   May   24,   1996    (Accession   #
          0000773674-96-000002).

(b)      EXHIBITS.

         (1)      (a) Agreement and  Declaration of Trust dated May 31, 1995, is
                  incorporated   herein   by   reference   to   Exhibit   1   of
                  Post-Effective   Amendment  No.  28  filed  on  May  29,  1996
                  (Accession # 0000773674-96-000004).

                  (b)  Amendment to the  Declaration  of Trust dated October 21,
                  1996 is  incorporated  herein  by  reference  to  Exhibit 1 of
                  Post-Effective  Amendment  No.  31 filed on  February  7, 1997
                  (Accession # 0000773674-97-000002).

                  (c)  Amendment to the  Declaration  of Trust dated January 20,
                  1997 with respect to the American Century - Benham  Inflation-
                  Adjusted Treasury Fund is incorporated  herein by reference to
                  Exhibit 1 of Post-Effective Amendment No. 31 filed on February
                  7, 1997 (Accession # 0000773674-97-000002).

         (2)      Amended  and  Restated   Bylaws,   dated  May  17,  1995,  are
                  incorporated   herein   by   reference   to   Exhibit   2   of
                  Post-Effective   Amendment  No.  28  filed  on  May  29,  1996
                  (Accession # 0000773674-96-000004).

         (3)      Not applicable.

         (4)      (a) Specimen copy of American Century - Benham GNMA Fund share
                  certificate is  incorporated  herein by reference to Exhibit 4
                  to the registration statement filed on July 26, 1985.

                  (b) Specimen copy of American Century - Benham Adjustable Rate
                  Government  Securities Fund share  certificate is incorporated
                  herein by reference to Exhibit 4 to  Post-Effective  Amendment
                  No. 17 filed on September 30, 1991.

                  (c)   Specimen    copy   of   American    Century   -   Benham
                  Intermediate-Term   Treasury   Fund   share   certificate   is
                  incorporated   herein   by   reference   to   Exhibit   4   to
                  Post-Effective Amendment No. 18 filed on November 27, 1991.

                  (d)  Specimen  copy of  American  Century - Benham  Government
                  Agency Money  Market Fund share  certificate  is  incorporated
                  herein by reference to Exhibit 4 to  Post-Effective  Amendment
                  No. 18 filed on November 27, 1991.

                  (e)  Specimen  copy of  American  Century - Benham  Short-Term
                  Treasury  Fund share  certificate  is  incorporated  herein by
                  reference to Exhibit 4(e) to  Post-Effective  Amendment No. 24
                  filed on November 29, 1992.

                  (f)  Specimen  copy of  American  Century  - Benham  Long-Term
                  Treasury  Fund share  certificate  is  incorporated  herein by
                  reference to Exhibit 4(f) to  Post-Effective  Amendment No. 24
                  filed on November 29, 1992.

                  (g)   Specimen    copy   of   American    Century   -   Benham
                  Inflation-Adjusted   Treasury   Fund  share   certificate   is
                  incorporated   herein   by   reference   to   Exhibit   4   of
                  Post-Effective  Amendment  No.  31 filed on  February  7, 1997
                  (Accession # 0000773674-97-000002).

                  (h)  Specimen  copy  of  American  Century  -  Benham  Capital
                  Preservation Fund to be filed by amendment.

         (5)      (a) Investment  Advisory  Agreement between American Century -
                  Benham GNMA Fund,  American Century - Benham Government Agency
                  Money  Market  Fund,  American  Century  -  Benham  Short-Term
                  Treasury  Fund,  American  Century - Benham  Intermediate-Term
                  Treasury Fund,  American Century - Benham  Long-Term  Treasury
                  Fund and American Century - Benham Inflation Adjusted Treasury
                  Fund and Benham Management Corporation, dated June 1, 1995, is
                  incorporated   herein   by   reference   to   Exhibit   5   of
                  Post-Effective   Amendment  No.  28  filed  on  May  29,  1996
                  (Accession # 0000773674-96-000004).

                  (b) Investment Management Agreement between American Century -
                  Benham  Capital   Preservation   Fund  and  American   Century
                  Investment  Management,  Inc.,  dated  -----------,   1997  to
                  be filed by amendment.

         (6)      Distribution  Agreement  between American  Century  Government
                  Income Trust and American Century  Investment  Services,  Inc.
                  dated as of  September  3,  1996,  is  incorporated  herein by
                  reference  to  Exhibit 6 to  Post-Effective  Amendment  No. 30
                  filed on November 25, 1996 (Accession #773674-96-000009).

         (7)      Not applicable.

         (8)      Custodian Agreement between American Century Government Income
                  Trust and The Chase Manhattan  Bank,  dated August 9, 1996, is
                  incorporated   herein   by   reference   to   Exhibit   8   of
                  Post-Effective  Amendment  No.  31 filed on  February  7, 1997
                  (Accession # 0000773674-97-000002).

         (9)      Administrative  Services and Transfer Agency Agreement between
                  American Century  Government Income Trust and American Century
                  Services  Corporation,  dated  as of  September  3,  1996,  is
                  incorporated   herein   by   reference   to   Exhibit   9   to
                  Post-Effective  Amendment  No. 30 filed on  November  25, 1996
                  (Accession #773674-96-000009).

         (10)     (a) Opinion  and consent of counsel as to the  legality of the
                  securities   being   registered,   dated   May  16,   1996  is
                  incorporated herein by reference to Rule 24f-2 Notice filed on
                  May 16, 1996 (Accession # 773674-96-000001).

                  (b) Opinion  and consent of counsel as to the  legality of the
                  American  Century - Benham  Inflation-Adjusted  Treasury  Fund
                  dated February 7, 1997 is incorporated  herein by reference to
                  Exhibit  10  of  Post-Effective  Amendment  No.  31  filed  on
                  February 7, 1997 (Accession # 0000773674-97-000002).

                  (c) Opinion  and consent of counsel as to the  legality of the
                  American Century - Benham Capital  Preservation  Fund is to be
                  filed by amendment.

         (11)     Consent of KPMG Peat Marwick  LLP,  independent  auditors,  is
                  to be filed by amendment.

         (12)     Not applicable.

         (13)     Not applicable.

         (14)     (a) Benham Individual  Retirement Account Plan,  including all
                  instructions  and other  relevant  documents,  dated  February
                  1992, is incorporated  herein by reference to Exhibit 14(a) to
                  Post-Effective Amendment No. 23 filed on September 28, 1992.

                  (b)  Benham   Pension/Profit   Sharing  plan,   including  all
                  instructions  and other  relevant  documents,  dated  February
                  1992, is incorporated  herein by reference to Exhibit 14(b) to
                  Post-Effective Amendment No. 23 filed on September 28, 1992.

         (15)     Not applicable.

         (16)     Schedule  for  computation  of  each   performance   quotation
                  provided  in  response  to Item 22 is  incorporated  herein by
                  reference  to Exhibit 16 of  Post-Effective  Amendment  No. 28
                  filed on May 29, 1996 (Accession # 0000773674-96-000004).

         (17)     Power of Attorney dated March 4, 1996 is  incorporated  herein
                  by reference to Exhibit 17 of Post-Effective  Amendment No. 28
                  filed on May 29, 1996 (Accession # 0000773674-96-000004).

Item 25. Persons Controlled by or Under Common Control with Registrant.

Not applicable.

Item 26. Number of Holders of Securities.

As of January 31, 1997,  each series of Benham  Government  Income Trust had the
following number shareholders of record:

  American Century - Benham Government Agency Money Market Fund          17,163
  American Century - Benham Short-Term Treasury Fund                      1,155
  American Century - Benham Intermediate-Term Treasury Fund               9,917
  American Century - Benham Long-Term Treasury Fund                       3,021
  American Century - Benham Adjustable Rate Government Securities Fund   12,269
  American Century - Benham GNMA Fund                                    37,900
  American Century - Benham Inflation-Adjusted Treasury Fund                  0

Item 27. Indemnification.

As stated in Article VII,  Section 3 of the  Declaration of Trust,  incorporated
herein by reference to Exhibit 1 to the  Registration  Statement,  "The Trustees
shall be entitled  and  empowered  to the  fullest  extent  permitted  by law to
purchase  insurance  for and to  provide  by  resolution  or in the  Bylaws  for
indemnification  out  of  Trust  assets  for  liability  and  for  all  expenses
reasonably  incurred  or paid or  expected to be paid by a Trustee or officer in
connection  with any  claim,  action,  suit,  or  proceeding  in which he or she
becomes  involved by virtue of his or her capacity or former  capacity  with the
Trust.  The  provisions,  including any  exceptions and  limitations  concerning
indemnification,  may be set forth in detail  in the  Bylaws or in a  resolution
adopted by the Board of Trustees."

Registrant hereby  incorporates by reference,  as though set forth fully herein,
Article VI of the  Registrant's  Bylaws,  amended on May 17, 1995,  appearing as
Exhibit 2 to Post-Effective  Amendment No. 28 filed on May 29, 1996 (Accession #
0000773674-96-000004).

Item 28. Business and Other Connections of Investment Advisor.

Benham  Management   Corporation,   the  investment   advisor  to  each  of  the
Registrant's  Funds,  with the  exception of American  Century - Benham  Capital
Preservation Fund,  provides investment advisory services for various collective
investment  vehicles and institutional  clients and serves as investment advisor
to a number  of  open-end  investment  companies.  American  Century  Investment
Management,  Inc., the investment  advisor to American  Century - Benham Capital
Preservation  Fund,  is engaged in the  business  of  managing  investments  for
deferred compensation plans and other institutional investors.

Item 29. Principal Underwriters.

The Registrant's distribution agent, American Century Investment Services, Inc.,
is distribution  agent to American  Century  Capital  Preservation  Fund,  Inc.,
American Century Capital Preservation Fund II, Inc., American Century California
Tax-Free and Municipal Funds, American Century Government Income Trust, American
Century  Municipal Trust,  American Century Target  Maturities  Trust,  American
Century  Quantitative  Equity  Funds,   American  Century  International  Funds,
American  Century   Investment  Trust,   American  Century  Manager  Funds,  TCI
Portfolios,  Inc., American Century Capital  Portfolios,  Inc., American Century
Mutual Funds, Inc.,  American Century Premium Reserves,  Inc.,  American Century
Strategic Asset Allocations,  Inc. and American Century World Mutual Funds, Inc.
The  information  required with respect to each director,  officer or partner of
American Century Investment  Services,  Inc. is incorporated herein by reference
to American  Century  Investment  Services,  Inc. Form B-D filed on November 21,
1985 (SEC File No. 8-35220; Firm CRD No. 17437).

Item 30. Location of Accounts and Records.

Benham  Management   Corporation,   the  investment   advisor  to  each  of  the
Registrant's  Funds,  with the  exception of American  Century - Benham  Capital
Preservation  Fund,  maintains its  principal  office at 1665  Charleston  Road,
Mountain  View,  CA  94043.  The  Registrant  and its  agent  for  transfer  and
administrative services,  American Century Services Corporation,  maintain their
principal  office at 4500 Main St.,  Kansas  City,  MO 64111.  American  Century
Services  Corporation  maintains physical  possession of each account,  book, or
other document,  and shareholder records as required by ss.31(a) of the 1940 Act
and rules  thereunder.  The computer and data base for  shareholder  records are
located at Central  Computer  Facility,  401 North Broad  Street,  Sixth  Floor,
Philadelphia, PA 19108.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

(a)  Registrant  undertakes  to  furnish  each  person to whom a  Prospectus  is
     delivered with a copy of the  Registrant's  latest report to  shareholders,
     upon request and without charge.

(b)  Registrant   hereby   undertakes   to  file,   with   respect  to  American
     Century--Benham   Inflation-Adjusted   Treasury   Fund,  a   post-effective
     amendment using financial  statements  which need not be certified,  within
     four to six months from the commencement of operations.

(c)  Registrant hereby undertakes to call a meeting of shareholders of the Trust
     upon  written  request of  shareholders  owning at least  one-tenth  of the
     outstanding shares.

(d)  Registrant   hereby   undertakes   to  file,   with   respect  to  American
     Century--Benham Capital Preservation Fund, a post-effective amendment using
     financial statements which need not be certified, within four to six months
     from the commencement of operations.
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 32/Amendment No. 33 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mountain View, and State of
California, on the 10th day of March, 1997.

                           AMERICAN CENTURY GOVERNMENT INCOME TRUST


                           By: /s/ Douglas A. Paul
                               Douglas A. Paul
                               Vice President and Associate General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 32/Amendment No. 33 has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                                            Date
<S>                                  <C>                                    <C>
*                                    Chairman of the Board of Trustees,     March 10, 1997
- ---------------------------------    President, and
James M. Benham                      Chief Executive Officer

*                                    Trustee                                March 10, 1997
- ---------------------------------
Albert A. Eisenstat

*                                    Trustee                                March 10, 1997
- ---------------------------------
Ronald J. Gilson

*                                    Trustee                                March 10, 1997
- ---------------------------------
Myron S. Scholes

*                                    Trustee                                March 10, 1997
- ---------------------------------
Kenneth E. Scott

*                                    Trustee                                March 10, 1997
- ---------------------------------
Isaac Stein

*                                    Trustee                                March 10, 1997
- ---------------------------------
James E. Stowers III

*                                    Trustee                                March 10, 1997
- ---------------------------------
Jeanne D. Wohlers

*                                    Chief Financial Officer, Treasurer     March 10, 1997
- ---------------------------------
Maryanne Roepke
</TABLE>


/s/ Douglas A. Paul
*by Douglas A. Paul, Attorney in Fact (pursuant to a Power of Attorney dated 
March 4, 1996).


EXHIBIT     DESCRIPTION

EX-99.B1    a)  Agreement  and  Declaration  of Trust  dated  May 31,  1995,  is
            incorporated  herein by  reference  to  Exhibit 1 of  Post-Effective
            Amendment   No.   28   filed   on  May   29,   1996   (Accession   #
            0000773674-96-000004).

            b) Amendment to the  Declaration  of Trust dated October 21, 1996 is
            incorporated  herein by  reference  to  Exhibit 1 of  Post-Effective
            Amendment   No.  31  filed  on   February  7,  1997   (Accession   #
            0000773674-97-000002).

            c) Amendment to the Declaration of Trust dated January 20, 1997 with
            respect to the American Century - Benham Inflation-Adjusted Treasury
            Fund  is   incorporated   herein  by   reference  to  Exhibit  1  of
            Post-Effective Amendment No. 31 filed on February 7, 1997 (Accession
            # 0000773674-97-000002).


EX-99.B2    Amended and Restated Bylaws,  dated May 17, 1995, are incorporated
            herein by reference to Exhibit 2 of Post-Effective  Amendment No. 28
            filed on May 29, 1996 (Accession # 0000773674-96-000004).

EX-99.B4)   a)  Specimen  copy of  American  Century - Benham  GNMA  Fund  share
            certificate is incorporated  herein by reference to Exhibit 4 to the
            registration statement filed on July 26, 1985.

            b)  Specimen  copy of  American  Century  - Benham  Adjustable  Rate
            Government  Securities Fund share certificate is incorporated herein
            by reference to Exhibit 4 to  Post-Effective  Amendment No. 17 filed
            on September 30, 1991.

            c)  Specimen  copy of  American  Century - Benham  Intermediate-Term
            Treasury Fund share certificate is incorporated  herein by reference
            to Exhibit 4 to  Post-Effective  Amendment  No. 18 filed on November
            27, 1991.

            d) Specimen  copy of  American  Century - Benham  Government  Agency
            Money  Market  Fund  share  certificate  is  incorporated  herein by
            reference to Exhibit 4 to  Post-Effective  Amendment No. 18 filed on
            November 27, 1991.

            e) Specimen copy of American  Century - Benham  Short-Term  Treasury
            Fund  share  certificate  is  incorporated  herein by  reference  to
            Exhibit 4(e) to  Post-Effective  Amendment  No. 24 filed on November
            29, 1992.

            f) Specimen  copy of American  Century - Benham  Long-Term  Treasury
            Fund  share  certificate  is  incorporated  herein by  reference  to
            Exhibit 4(f) to  Post-Effective  Amendment  No. 24 filed on November
            29, 1992.

            g)  Specimen  copy of American  Century - Benham  Inflation-Adjusted
            Treasury Fund share certificate is incorporated  herein by reference
            to Exhibit 4 of Post-Effective Amendment No. 31 filed on February 7,
            1997 (Accession # 0000773674-97-000002).

            h) Specimen copy of American  Century - Benham Capital  Preservation
            Fund to be filed by amendment.

EX-99.B5    a) Investment  Advisory  Agreement between American Century - Benham
            GNMA Fund,  American Century - Benham Government Agency Money Market
            Fund,  American Century - Benham Short-Term  Treasury Fund, American
            Century - Benham Intermediate-Term Treasury Fund, American Century -
            Benham  Long-Term  Treasury  Fund  and  American  Century  -  Benham
            Inflation Adjusted Treasury Fund and Benham Management  Corporation,
            dated June 1, 1995, is incorporated herein by reference to Exhibit 5
            of Post-Effective  Amendment No. 28 filed on May 29, 1996 (Accession
            # 0000773674-96-000004).

            b) Investment Management Agreement between American Century - Benham
            Capital   Preservation   Fund  and   American   Century   Investment
            Management, Inc., dated -----------, 1997 to be filed by amendment.


EX-99.B6    Distribution  Agreement  between American Century  Government Income
            Trust and American  Century  Investment  Services,  Inc. dated as of
            September 3, 1996, is incorporated  herein by reference to Exhibit 6
            to  Post-Effective  Amendment  No.  30 filed on  November  25,  1996
            (Accession #773674-96-000009).

EX-99.B8    Custodian Agreement between American Century Government Income Trust
            and The Chase Manhattan Bank,  dated August 9, 1996, is incorporated
            herein by reference to Exhibit 8 of Post-Effective  Amendment No. 31
            filed on February 7, 1997 (Accession # 0000773674-97-000002).


EX-99.B9    Administrative   Services  and  Transfer  Agency  Agreement  between
            American  Century  Government  Income  Trust  and  American  Century
            Services Corporation, dated as of September 3, 1996, is incorporated
            herein by reference to Exhibit 9 to Post-Effective  Amendment No. 30
            filed on November 25, 1996 (Accession #773674-96-000009).

EX-99.B10   a)  Opinion  and  consent  of  counsel  as to  the  legality  of the
            securities  being  registered,  dated May 16,  1996 is  incorporated
            herein by  reference  to Rule  24f-2  Notice  filed on May 16,  1996
            (Accession # 773674-96-000001).

            b) Opinion and consent of counsel as to the legality of the American
            Century - Benham Inflation-Adjusted  Treasury Fund dated February 7,
            1997  is   incorporated   herein  by  reference  to  Exhibit  10  of
            Post-Effective Amendment No. 31 filed on February 7, 1997 (Accession
            # 0000773674-97-000002).

            c) Opinion and consent of counsel as to the legality of the American
            Century  -  Benham  Capital  Preservation  Fund  is to be  filed  by
            amendment.

EX-99.B11   Consent of KPMG Peat Marwick  LLP,  independent  auditors,  is to be
            filed by amendment.

EX-99.B14   a)  Benham  Individual   Retirement  Account  Plan,   including  all
            instructions and other relevant  documents,  dated February 1992, is
            incorporated  herein by reference to Exhibit 14(a) to Post-Effective
            Amendment No. 23 filed on September 28, 1992.

            b) Benham  Pension/Profit  Sharing plan,  including all instructions
            and other relevant  documents,  dated February 1992, is incorporated
            herein by reference to Exhibit 14(b) to Post-Effective Amendment No.
            23 filed on September 28, 1992.

EX-99.B16   Schedule for computation of each performance  quotation  provided in
            response to Item 22 is  incorporated  herein by reference to Exhibit
            16 of  Post-Effective  Amendment  No.  28  filed  on  May  29,  1996
            (Accession # 0000773674-96-000004).

EX-99.B17   Power of  Attorney  dated  March 4, 1996 is  incorporated  herein by
            reference to Exhibit 17 of Post-Effective  Amendment No. 28 filed on
            May 29, 1996 (Accession # 0000773674-96-000004).

EX-27.5.1   FDS for American Century - Benham GNMA Fund.

EX-27.5.2   FDS for American Century - Benham Intermediate-Term Treasury Fund.

EX-27.4.3   FDS for  American  Century - Benham  Government  Agency Money Market
            Fund.

EX-27.5.4   FDS  for  American  Century  -  Benham  Adjustable  Rate  Government
            Securities Fund.

EX-27.5.5   FDS for American Century - Benham Short-Term Treasury Fund.

EX-27.5.6   FDS for American Century - Benham Long-Term Treasury Fund.


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> AMERICAN CENTURY - BENHAM GNMA FUND
       
<S>                      <C>
<PERIOD-TYPE>     6-mos
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END>      SEP-30-1996
<INVESTMENTS-AT-COST>      1,129,431,463
<INVESTMENTS-AT-VALUE>     1,124,075,837
<RECEIVABLES>     7,617,323
<ASSETS-OTHER>    3,444,054
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    1,135,137,214
<PAYABLE-FOR-SECURITIES>   11,400,238
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  5,466,751
<TOTAL-LIABILITIES>        16,866,989
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   1,151,255,414
<SHARES-COMMON-STOCK>      108,106,970
<SHARES-COMMON-PRIOR>      107,220,778
<ACCUMULATED-NII-CURRENT>  25,484
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>    (27,655,047)
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   (5,355,626)
<NET-ASSETS>      1,118,270,225
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 41,156,984
<OTHER-INCOME>    0
<EXPENSES-NET>    3,028,759
<NET-INVESTMENT-INCOME>    38,128,225
<REALIZED-GAINS-CURRENT>   (3,946,624)
<APPREC-INCREASE-CURRENT>  (6,955,903)
<NET-CHANGE-FROM-OPS>      27,225,698
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  38,085,694
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    14,611,713
<NUMBER-OF-SHARES-REDEEMED>         16,555,822
<SHARES-REINVESTED>        2,830,301
<NET-CHANGE-IN-ASSETS>     (1,749,011)
<ACCUMULATED-NII-PRIOR>    0
<ACCUMULATED-GAINS-PRIOR>  0
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      1,538,387
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   3,082,604
<AVERAGE-NET-ASSETS>       1,103,449,105
<PER-SHARE-NAV-BEGIN>      10.45
<PER-SHARE-NII>   0.36
<PER-SHARE-GAIN-APPREC>    20.37
<PER-SHARE-DIVIDEND>       0.36
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        10.34
<EXPENSE-RATIO>   0.56
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> AMERICAN CENTURY - BENHAM INTERMEDIATE-TERM TREASURY FUND
       
<S>                      <C>
<PERIOD-TYPE>     6-mos
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END>      SEP-30-1996
<INVESTMENTS-AT-COST>      303,621,958
<INVESTMENTS-AT-VALUE>     301,977,425
<RECEIVABLES>     4,201,175
<ASSETS-OTHER>    282,513
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    306,461,113
<PAYABLE-FOR-SECURITIES>   0
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  1,262,091
<TOTAL-LIABILITIES>        1,262,091
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   314,282,121
<SHARES-COMMON-STOCK>      29,954,516
<SHARES-COMMON-PRIOR>      30,370,621
<ACCUMULATED-NII-CURRENT>  0
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>    (7,440,824)
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   (1,644,533)
<NET-ASSETS>      305,199,022
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,332,594
<OTHER-INCOME>    0
<EXPENSES-NET>    782,665
<NET-INVESTMENT-INCOME>    8,549,929
<REALIZED-GAINS-CURRENT>   76,129
<APPREC-INCREASE-CURRENT>  (1,670,477)
<NET-CHANGE-FROM-OPS>      6,955,581
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  8,546,608
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    3,319,706
<NUMBER-OF-SHARES-REDEEMED>         4,434,457
<SHARES-REINVESTED>        698,646
<NET-CHANGE-IN-ASSETS>     (5,820,892)
<ACCUMULATED-NII-PRIOR>    0
<ACCUMULATED-GAINS-PRIOR>  0
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      418,667
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   792,508
<AVERAGE-NET-ASSETS>       294,852,171
<PER-SHARE-NAV-BEGIN>      10.24
<PER-SHARE-NII>   0.29
<PER-SHARE-GAIN-APPREC>    204.75
<PER-SHARE-DIVIDEND>       0.29
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        10.19
<EXPENSE-RATIO>   0.54
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> AMERICAN CENTURY - BENHAM GOVERNMENT AGENCY MONEY MARKET
       
<S>                      <C>
<PERIOD-TYPE>     6-mos
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END>      SEP-30-1996
<INVESTMENTS-AT-COST>      479,110,026
<INVESTMENTS-AT-VALUE>     479,110,026
<RECEIVABLES>     1,698,812
<ASSETS-OTHER>    4,454,742
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    485,263,580
<PAYABLE-FOR-SECURITIES>   0
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  2,598,343
<TOTAL-LIABILITIES>        2,598,343
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   482,665,237
<SHARES-COMMON-STOCK>      482,665,237
<SHARES-COMMON-PRIOR>      503,328,283
<ACCUMULATED-NII-CURRENT>  0
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>    0
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   0
<NET-ASSETS>      482,665,237
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13,034,042
<OTHER-INCOME>    0
<EXPENSES-NET>    1,387,579
<NET-INVESTMENT-INCOME>    11,646,463
<REALIZED-GAINS-CURRENT>   0
<APPREC-INCREASE-CURRENT>  0
<NET-CHANGE-FROM-OPS>      11,646,463
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  11,720,259
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    201,154,449
<NUMBER-OF-SHARES-REDEEMED>         233,188,696
<SHARES-REINVESTED>        11,371,201
<NET-CHANGE-IN-ASSETS>     (20,663,046)
<ACCUMULATED-NII-PRIOR>    0
<ACCUMULATED-GAINS-PRIOR>  0
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      682,603
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   1,350,681
<AVERAGE-NET-ASSETS>       489,991,314
<PER-SHARE-NAV-BEGIN>      1.00
<PER-SHARE-NII>   0.02
<PER-SHARE-GAIN-APPREC>    0.00
<PER-SHARE-DIVIDEND>       0.02
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        1.00
<EXPENSE-RATIO>   0.57
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> AMERICAN CENTURY - BENHAM ADJUSTABLE RATE GOV'T SECURITIES
       
<S>                      <C>
<PERIOD-TYPE>     6-mos
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END>      SEP-30-1996
<INVESTMENTS-AT-COST>      259,472,149
<INVESTMENTS-AT-VALUE>     259,292,403
<RECEIVABLES>     3,151,791
<ASSETS-OTHER>    454,322
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    262,898,516
<PAYABLE-FOR-SECURITIES>   0
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  1,564,711
<TOTAL-LIABILITIES>        1,564,711
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   330,836,487
<SHARES-COMMON-STOCK>      27,527,436
<SHARES-COMMON-PRIOR>      31,524,695
<ACCUMULATED-NII-CURRENT>  8,277
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>    (69,331,213)
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   (179,746)
<NET-ASSETS>      261,333,805
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,367,847
<OTHER-INCOME>    0
<EXPENSES-NET>    805,752
<NET-INVESTMENT-INCOME>    7,562,095
<REALIZED-GAINS-CURRENT>   (105,394)
<APPREC-INCREASE-CURRENT>  732,533
<NET-CHANGE-FROM-OPS>      8,189,234
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  7,537,843
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    4,787,774
<NUMBER-OF-SHARES-REDEEMED>         9,434,835
<SHARES-REINVESTED>        649,802
<NET-CHANGE-IN-ASSETS>     (37,204,270)
<ACCUMULATED-NII-PRIOR>    0
<ACCUMULATED-GAINS-PRIOR>  0
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      384,643
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   830,026
<AVERAGE-NET-ASSETS>       277,053,328
<PER-SHARE-NAV-BEGIN>      9.47
<PER-SHARE-NII>   0.26
<PER-SHARE-GAIN-APPREC>    0.02
<PER-SHARE-DIVIDEND>       0.26
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        9.49
<EXPENSE-RATIO>   0.60
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> AMERICAN CENTURY - BENHAM SHORT-TERM TREASURY FUND
       
<S>                      <C>
<PERIOD-TYPE>     6-mos
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END>      SEP-30-1996
<INVESTMENTS-AT-COST>      34,310,929
<INVESTMENTS-AT-VALUE>     34,216,599
<RECEIVABLES>     352,237
<ASSETS-OTHER>    356,888
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    34,925,724
<PAYABLE-FOR-SECURITIES>   0
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  114,992
<TOTAL-LIABILITIES>        114,992
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   34,833,088
<SHARES-COMMON-STOCK>      3,552,807
<SHARES-COMMON-PRIOR>      3,624,307
<ACCUMULATED-NII-CURRENT>  0
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>    71,974
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   (94,330)
<NET-ASSETS>      34,810,732
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,012,231
<OTHER-INCOME>    0
<EXPENSES-NET>    108,008
<NET-INVESTMENT-INCOME>    904,223
<REALIZED-GAINS-CURRENT>   (237,323)
<APPREC-INCREASE-CURRENT>  90,667
<NET-CHANGE-FROM-OPS>      757,567
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  904,223
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    857,413
<NUMBER-OF-SHARES-REDEEMED>         999,989
<SHARES-REINVESTED>        71,075
<NET-CHANGE-IN-ASSETS>     (837,440)
<ACCUMULATED-NII-PRIOR>    0
<ACCUMULATED-GAINS-PRIOR>  0
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      48,212
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   131,727
<AVERAGE-NET-ASSETS>       34,791,468
<PER-SHARE-NAV-BEGIN>      9.84
<PER-SHARE-NII>   0.25
<PER-SHARE-GAIN-APPREC>    20.44
<PER-SHARE-DIVIDEND>       0.25
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        9.80
<EXPENSE-RATIO>   0.63
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> AMERICAN CENTURY - BENHAM LONG-TERM TREASURY FUND
       
<S>                      <C>
<PERIOD-TYPE>     6-mos
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END>      SEP-30-1996
<INVESTMENTS-AT-COST>      129,610,913
<INVESTMENTS-AT-VALUE>     128,554,193
<RECEIVABLES>     1,939,522
<ASSETS-OTHER>    63,072
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    130,556,787
<PAYABLE-FOR-SECURITIES>   0
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  478,449
<TOTAL-LIABILITIES>        478,449
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   132,949,624
<SHARES-COMMON-STOCK>      13,717,916
<SHARES-COMMON-PRIOR>      11,450,121
<ACCUMULATED-NII-CURRENT>  0
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>    (1,814,566)
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   (1,056,720)
<NET-ASSETS>      130,078,338
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,118,817
<OTHER-INCOME>    0
<EXPENSES-NET>    360,418
<NET-INVESTMENT-INCOME>    3,758,399
<REALIZED-GAINS-CURRENT>   (858,832)
<APPREC-INCREASE-CURRENT>  (1,286,898)
<NET-CHANGE-FROM-OPS>      1,635,669
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  3,758,399
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    5,368,234
<NUMBER-OF-SHARES-REDEEMED>         3,457,854
<SHARES-REINVESTED>        357,415
<NET-CHANGE-IN-ASSETS>     19,337,430
<ACCUMULATED-NII-PRIOR>    0
<ACCUMULATED-GAINS-PRIOR>  0
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      160,287
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   362,124
<AVERAGE-NET-ASSETS>       116,914,620
<PER-SHARE-NAV-BEGIN>      9.67
<PER-SHARE-NII>   0.30
<PER-SHARE-GAIN-APPREC>    20.29
<PER-SHARE-DIVIDEND>       0.30
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        9.48
<EXPENSE-RATIO>   0.63
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>       0.00
        

</TABLE>


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