AMERICAN CENTURY GOVERNMENT INCOME TRUST
497, 2000-01-24
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[front cover]
                               AMERICAN CENTURY

                               Statement of  Additional Information



                                                      Capital Preservation Fund

                                            Government Agency Money Market Fund

                                                       Short-Term Treasury Fund

                                                Intermediate-Term Treasury Fund

                                                        Long-Term Treasury Fund

                                               Inflation-Adjusted Treasury Fund

                                                     Short-Term Government Fund

                                                                      GNMA Fund

                                               [american century logo (reg. sm)]
                                                                        American
                                                                         Century


[left margin]


                                                                 AUGUST 1, 1999

                                                               American Century
                                                        Government Income Trust


   THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUNDS'
     PROSPECTUS, DATED AUGUST 1, 1999, BUT IS NOT A PROSPECTUS. THE STATEMENT OF
   ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FUNDS' CURRENTP
 ROSPECTUS. IF YOU WOULD LIKE A COPY OF THE PROSPECTUS, PLEASE CONTACT US AT THE
                        ADDRESS OR TELEPHONE NUMBERS LISTED ON THE BACK COVER OR
                                            VISIT AMERICAN CENTURY'S WEB SITE AT
                                                        WWW.AMERICANCENTURY.COM.

      THIS STATEMENT OF ADDITIONAL INFORMATION INCORPORATES BY REFERENCE CERTAIN
 INFORMATION THAT APPEARS IN THE FUNDS' ANNUAL AND SEMIANNUAL REPORTS, WHICH ARE
  DELIVERED TO ALL SHAREHOLDERS. YOU MAY OBTAIN A FREE COPY OF THE FUNDS' ANNUAL
                                OR SEMIANNUAL REPORTS BY CALLING 1-800-345-2021.

                                            Funds Distributor, Inc., Distributor


                      STATEMENT OF ADDITIONAL INFORMATION


                                August 1, 1999


TABLE OF CONTENTS


The Funds' History ........................................................    2
Fund Investment Guidelines ................................................    2
The Money Market Funds ....................................................    2
The U.S. Treasury Funds ...................................................    3
The Government Agency Funds ...............................................    4
Detailed Information About the Funds ......................................    5
Investment Strategies and Risks ...........................................    5
Investment Policies .......................................................   13
Temporary Defensive Measures ..............................................   15
Portfolio Turnover ........................................................   15
Management ................................................................   16
The Board of Trustees .....................................................   16
Officers ..................................................................   18
The Funds' Principal Shareholders .........................................   20
Service Providers .........................................................   20
Investment Advisor ........................................................   20
Transfer Agent and Administrator ..........................................   23
Distributor ...............................................................   23
Other Service Providers ...................................................   24
Brokerage Allocation ......................................................   24
Information About Fund Shares .............................................   24
Multiple Class Structure ..................................................   25
Buying and Selling Fund Shares ............................................   26
Valuation of a Fund's Securities ..........................................   27
Taxes .....................................................................   28
Federal Income Tax ........................................................   28
State and Local Taxes .....................................................   28
How Fund Performance
Information Is Calculated .................................................   29
Financial Statements ......................................................   31



Statement of Additional Information                                         1


THE FUND'S HISTORY


    American Century Government Income Trust is a registered open-end management
investment company that was organized as a Massachusetts  business trust on July
24, 1985. From then until January 1997, it was known as Benham Government Income
Trust.  Throughout this Statement of Additional Information we refer to American
Century Government Income Trust as the Trust.

    Each  fund  described  in this  Statement  of  Additional  Information  is a
separate  series of the Trust and  operates  for many  purposes as if it were an
independent  company.  Each  fund has its own  investment  objective,  strategy,
management team, assets, and tax identification and stock registration numbers.

FUND INVESTMENT GUIDELINES

    This  section  explains  the  extent to which the funds'  advisor,  American
Century Investment  Management,  Inc., can use various  investment  vehicles and
strategies  in  managing  a  fund's  assets.   Descriptions  of  the  investment
techniques  and risks  associated  with each appear in the section,  "Investment
Strategies  and  Risks,"  which  begins  on page 5.  In the  case of the  funds'
principal investment  strategies,  these descriptions  elaborate upon discussion
contained in the Prospectus.

    Each fund is a  diversified  open-end  investment  company as defined in the
Investment Company Act of 1940 (the Investment  Company Act).  Diversified means
that,  with respect to 75% of its total  assets,  each fund will not invest more
than 5% of its total assets in the securities of a single issuer.

    The money market funds  operate  pursuant to Rule 2a-7 under the  Investment
Company Act.  That rule permits the  valuation  of portfolio  securities  on the
basis of amortized cost. To rely on the rule, each fund must be diversified with
regard  to 100% of its  assets  other  than  U.S.  government  securities.  This
operating  policy is more  restrictive  than the  Investment  Company Act, which
requires a diversified  investment company to be diversified with regard to only
75% of its assets.

    To meet federal tax requirements for qualification as a regulated investment
company,  each fund  must  limit  its  investments  so that at the close of each
quarter  of its  taxable  year (1) no more  than  25% of its  total  assets  are
invested in the  securities of a single issuer (other than the U.S government or
a regulated  investment  company),  and (2) with  respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer.

    Each fund  (except  Short-Term  Government  and the GNMA Fund) seeks  income
exempt  from  state  taxes by  investing  in U.S.  government  securities  whose
interest  payments are state  tax-exempt.  As a result,  these  funds'  dividend
distributions  are  expected to be exempt from state income tax. See page 28 for
more information on tax treatment of the funds' distributions.


THE MONEY MARKET FUNDS

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

                         INVESTOR CLASS             ADVISOR CLASS
- ---------------------------------------------------------------------------
                      Ticker     Inception       Ticker        Inception
Fund                  Symbol     Date            Symbol        Date
- ---------------------------------------------------------------------------
Capital
Preservation          CPFXX       10/13/1972      N/A          N/A

Government Agency
Money Market          BGAXX       12/05/1989      N/A          04/12/1999

Short-Term
Treasury              BSTAX       09/08/1992      BSTTX        10/06/1997

Intermediate-Term
Treasury              CPTNX       05/16/1980      ABTAX        10/09/1997

Long-Term
Treasury              BLAGX       09/08/1992      AMLAX        01/12/1998

Inflation-Adjusted
Treasury              N/A         02/10/1997      N/A          06/15/1998

Short-Term
Government            TWUSX       12/15/1982      N/A          07/08/1998

GNMA Fund             BGNMX       09/23/1985      BGNAX        10/09/1997
- ---------------------------------------------------------------------------



2                                                  AMERICAN CENTURY INVESTMENTS


CAPITAL PRESERVATION


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

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


GOVERNMENT AGENCY MONEY MARKET

    Government  Agency Money Market seeks to provide the highest rate of current
return on its  investments,  consistent with safety of principal and maintenance
of liquidity,  by investing  exclusively  in short-term  obligations of the U.S.
government  and its  agencies  and  instrumentalities,  the income from which is
exempt from state  taxes.  Under normal  conditions,  at least 65% of the fund's
total assets are invested in securities issued by agencies and instrumentalities
of the U.S. government.  Assets not invested in these securities are invested in
U.S. Treasury securities.  For temporary defensive purposes, the fund may invest
up to 100% of its  assets  in U.S.  Treasury  securities.  The  fund's  weighted
average portfolio maturity will not exceed 90 days.

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

THE U.S. TREASURY FUNDS

SHORT-TERM TREASURY, INTERMEDIATE-TERM TREASURY,  LONG-TERM TREASURY


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

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

    The investment  objectives of the funds are as follows:  Short-Term Treasury
seeks to earn and  distribute  the highest  level of current  income exempt from
state   income   taxes  as  is   consistent   with   preservation   of  capital.
Intermediate-Term  Treasury  seeks to earn and  distribute  the highest level of
current income exempt from state taxes as is consistent with the conservation of
assets  and the  safety  provided  by U.S.  Treasury  bills,  notes  and  bonds.
Long-Term  Treasury  seeks to  provide a  consistent  and high  level of current
income exempt from state taxes.

    Short-Term, Intermediate-Term and Long-Term Treasury pursue their investment
objectives by investing primarily in securities issued or guaranteed by the U.S.
Treasury. As a result, each fund may invest in U.S. Treasury bills, bonds, notes
and  zero-coupon  securities,  all of which also are  backed by the direct  full
faith and  credit  pledge of the U.S.  government.  In  addition,  the funds may
invest up to 35% of their total  assets in  securities  issued by  agencies  and
instrumentalities of the U.S. government.

    Within this framework, the funds differ in the remaining maturities of their
portfolio securities and the dollar-weighted average maturities of their overall
portfolio.  Under normal conditions,  the funds' maturity characteristics are as
follows:  Short-Term  Treasury  invests  primarily in securities  with remaining
maturities of three years or less,  and maintains a weighted  average  portfolio
maturity  ranging  from 13 months to three years.  Intermediate-Term  Treasury's
weighted  average  portfolio  maturity ranges from three to 10 years.  Long-Term
Treasury invests primarily in securities with maturities of 10 or more years and
maintains a weighted average portfolio maturity ranging from 10 to 30 years.

    Each of the funds is designed to allow investors to seek competitive  yields
within their tolerance for share price fluctuations.  Thus,  Short-Term Treasury
may be  appropriate  for investors who are seeking  higher  current  yields than
those available from money market funds and who can tolerate some share price


STATEMENT OF ADDITIONAL INFORMATION                                          3


volatility.  Similarly,  the current yield for  Intermediate-Term  Treasury will
likely  be  higher  than  that  of  Short-Term  Treasury,  but the  share  price
volatility will be greater.  By maintaining an average portfolio  maturity of 20
to 30 years,  Long-Term  Treasury offers  investors the potential to earn higher
current  yields than those  typically  available  from  Short-Term  Treasury and
Intermediate-Term Treasury.  Long-Term Treasury also may offer greater potential
for  capital  appreciation.  However,  maintaining  a  relatively  long  average
maturity also means that Long-Term  Treasury's share price generally will be the
most volatile of the three funds.


INFLATION-ADJUSTED TREASURY


    Inflation-Adjusted  Treasury pursues its investment  objective by investing,
under  normal  market   conditions,   at  least  65%  of  its  total  assets  in
inflation-indexed  Treasury  securities  that are  backed by the full  faith and
credit of the U.S.  government  and indexed or otherwise  structured by the U.S.
Treasury to provide  protection against  inflation.  Inflation-indexed  Treasury
securities may be issued by the U.S.  Treasury in the form of notes or bonds. Up
to 35%  of  the  fund's  total  assets  may  be  invested  in  inflation-indexed
securities  issued  by  U.S.   government   agencies  and   government-sponsored
organizations.  Inflation-Adjusted  Treasury  also may  invest in U.S.  Treasury
securities that are not indexed to inflation for liquidity and total return,  or
if at any time the fund  managers  believe  there  is an  inadequate  supply  of
appropriate  inflation-indexed  securities  in  which  to  invest  or when  such
investments are required as a temporary  defensive  measure.  Inflation-Adjusted
Treasury's  portfolio  may  consist  of  any  combination  of  these  securities
consistent  with   investment   strategies   employed  by  the  advisor.   While
Inflation-Adjusted  Treasury seeks to provide a measure of inflation  protection
to its  investors,  there is no  assurance  that the fund will provide less risk
than a fund investing in conventional fixed-principal securities.

    There are no maturity or duration  restrictions  for the securities in which
Inflation-Adjusted   Treasury   may  invest.   The  U.S.   Treasury  has  issued
inflation-indexed  Treasury  securities  with  five-year,  10-year  and  30-year
maturities.

    Inflation-Adjusted Treasury may be appropriate for investors who are seeking
to  protect  all or a part of their  investment  portfolio  from the  effects of
inflation.

    Traditional  U.S.  Treasury  fixed-principal  notes  and  bonds pay a stated
return or rate of  interest  in dollars  and are  redeemed  at their par amount.
Inflation  during the period that the securities are  outstanding  will diminish
the future  purchasing  power of these dollars.  Inflation-Adjusted  Treasury is
designed to serve as a vehicle to protect against this diminishing effect.

    Inflation-Adjusted  Treasury is designed to provide total return  consistent
with an investment in inflation-indexed Treasury securities.  Inflation-Adjusted
Treasury's  yield will reflect both the  inflation-adjusted  interest income and
the inflation  adjustment to principal,  which are features of inflation-indexed
Treasury securities. The current income generated by Inflation-Adjusted Treasury
will vary with month-to-month  changes in the CPI index and may be substantially
more or substantially less than traditional fixed-principal securities.

    Inflation-indexed securities in which the fund may invest are relatively new
securities.  There  are  special  investment  risks,  particularly  share  price
volatility and potential adverse tax consequences, associated with investment in
inflation-indexed  securities.  These risks are described in the section  titled
"Investment  Strategies  and Risks." You should read that  section  carefully to
make sure you understand the nature of  Inflation-Adjusted  Treasury  before you
invest in it.


THE GOVERNMENT AGENCY FUNDS

SHORT-TERM GOVERNMENT

    Short-Term  Government  seeks  to  provide  investors  with a high  level of
current income  consistent  with stability of principal.  Short-Term  Government
pursues this objective by investing primarily in securities issued or guaranteed
by the U.S.  government  or its  agencies  or  instrumentalities.  Under  normal
conditions,  the fund managers  invest at least 65% of  Short-Term  Government's
total assets in securities of the U.S.  government and its agencies and maintain
a weighted average duration of three years or less.



4                                                  AMERICAN CENTURY INVESTMENTS


GNMA FUND

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

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

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

    A  unique  feature  of  mortgage-backed   securities,  such  as  Ginnie  Mae
certificates, is that their principal is scheduled to be paid back gradually for
the  duration  of the loan rather  than in one lump sum at  maturity.  Investors
(such as the GNMA Fund)  receive  scheduled  monthly  payments of principal  and
interest, but they also may receive unscheduled  prepayments of principal on the
underlying  mortgages.  See  "Mortgage-Backed   Securities"  on  page  6  for  a
discussion of prepayment risk.


DETAILED INFORMATION ABOUT THE FUNDS

INVESTMENT STRATEGIES AND RISKS

    This section  describes each of the investment  vehicles and strategies that
the fund managers can use in managing a fund's assets. It also details the risks
associated  with each,  because each  technique  contributes to a fund's overall
risk profile.

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 10 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.

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


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

    Interest rate resets on  floating-rate  U.S.  government  agency  securities
generally  occur at  intervals  of one year or less in  response to changes in a
predetermined  interest  rate index.  There are two main  categories of indices:
those based on U.S.  Treasury  securities  and those  derived  from a calculated
measure, such as a cost-of-funds index. Commonly used



STATEMENT OF ADDITIONAL INFORMATION                                        5



indices 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 MONEY MARKET ONLY)

    Government Agency Money Market 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.


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.

MORTGAGE-BACKED SECURITIES

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  during  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 during 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


6                                                AMERICAN CENTURY INVESTMENTS


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


    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'  Affairs 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 government 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



STATEMENT OF ADDITIONAL INFORMATION                                        7


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 10 and
30 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.  CMOs may be  collateralized  by (a) Ginnie Mae,
Fannie Mae or Freddie Mac  pass-through  certificates,  (b)  unsecured  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 20
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


8                                                 AMERICAN CENTURY INVESTMENTS


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  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 (SHORT-TERM  GOVERNMENT 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  generally will provide for a
fixed initial mortgage  interest rate for a specified period of time,  generally
for  either  the first  three,  six,  12,  24,  36, 60 or 84  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  indices  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  indices  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;



STATEMENT OF ADDITIONAL INFORMATION                                         9


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  LIBOR;  or  six-month  CD rates.  Some  indices,  such as the one-year
constant maturity Treasury rate or three-month LIBOR, are highly correlated with
changes in market interest rates. Other indices, 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.

    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  fund  managers  may  invest  in  ARMs  whose  periodic   interest  rate
adjustments are based on new indices as these indices become available.



INFLATION-INDEXED TREASURY SECURITIES

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

    Inflation-indexed Treasury securities may be attractive to investors seeking
an investment  backed by the full faith and credit of the U.S.  government  that
provides  a return in excess of the rate of  inflation.  These  securities  were
first  sold  in  the  U.S.   market  in  January  1997.  See   "Development   of
Inflation-Indexed  Securities  Market"  on page 11.  Inflation-indexed  Treasury
securities are auctioned and issued on a quarterly basis.


STRUCTURE AND INFLATION INDEX


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

    Semiannual  coupon interest  payments are made at a fixed  percentage of the
inflation-indexed  principal value. The coupon rate for the semiannual  interest
rate of each issuance of inflation-indexed  Treasury securities is determined at
the time the securities are sold to the public (i.e., by competitive bids in the
auction).  The coupon rate will likely  reflect  real  yields  available  in the
Treasury  market;  real  yields are the  prevailing  yields on similar  maturity
Treasury  securities  less  then-prevailing  inflation  expectations.   While  a
reduction  in inflation  will cause a reduction in the interest  payment made on
the  securities,  the  repayment of principal at the maturity of the security is
guaranteed  by the Treasury to be not less than the original  face or par amount
of the security at issuance.



10                                                 AMERICAN CENTURY INVESTMENTS


INDEXING METHODOLOGY

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

TAXATION

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

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

    Inflation-Adjusted  Treasury,  however,  distributes all income on a monthly
basis.  Investors in  Inflation-Adjusted  Treasury will receive  dividends  that
represent  both the  interest  payments  and the  principal  adjustments  of the
inflation-indexed   securities   held  in  its   portfolio.   An  investment  in
Inflation-Adjusted  Treasury  may  therefore  be a means to avoid  the cash flow
mismatch  associated with a direct investment in  inflation-indexed  securities.
For more  information  about taxes and their effect on you as an investor in the
fund, see "Taxes," on page 28.


U.S GOVERNMENT AGENCIES

    A number of U.S. government agencies and government-sponsored  organizations
may issue  inflation-indexed  securities.  Some U.S.  government  agencies  have
issued   inflation-indexed   securities   whose  design   mirrors  that  of  the
inflation-indexed Treasury securities described on the previous page.

DEVELOPMENT OF INFLATION-INDEXED SECURITIES MARKET

    The  Treasury  securities  market is the largest and most liquid  securities
market in the world. The marketability of inflation-indexed  Treasury securities
and  inflation-indexed  securities  generally  may  be  enhanced  over  time  as
additional   inflation-indexed   securities   are  issued  and  more   investors
participate in the market.

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


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

    The  managers  currently  believe  that  the  market  for  inflation-indexed
securities  will be sufficient to permit  Inflation-Adjusted  Treasury to pursue
its  investment  objective.  However,  should the  market for  inflation-indexed
securities prove less active than


STATEMENT OF ADDITIONAL INFORMATION                                       11


anticipated  by the  managers,  the  managers  are  authorized  to treat such an
environment   as  an   abnormal   market   condition.   During  such  a  period,
Inflation-Adjusted Treasury will not be fully pursuing its investment Objective.

SHARE PRICE VOLATILITY

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

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


REPURCHASE AGREEMENTS


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

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

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

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


WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

    The funds may  sometimes  purchase new issues of securities 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, a
fund assumes the rights and risks of ownership, including the risks of price and
yield  fluctuations.  While the 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.


12                                                AMERICAN CENTURY INVESTMENTS



    In purchasing  securities on a when-issued  or forward  commitment  basis, a
fund will establish and maintain until the settlement date a segregated  account
consisting of cash, cash equivalents or other  appropriate  liquid securities in
an amount  sufficient to meet the purchase price. When the time comes to pay for
the when-issued  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.

    As an  operating  policy,  no fund  will  commit  more than 50% of its total
assets to when-issued or forward commitment  agreements.  If fluctuations in the
value of  securities  held  cause more than 50% of a fund's  total  assets to be
committed under when-issued or forward commitment agreements,  the fund managers
need not sell such  agreements,  but they will be restricted  from entering into
further  agreements  on  behalf  of the fund  until  the  percentage  of  assets
committed to such agreements is below 50% of total assets.


ROLL TRANSACTIONS


    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  advisor  limits  forward  commitment
transactions  (including roll  transactions) to 35% of a fund's total assets and
will  not  enter  into  when-issued  or  forward  commitment  transactions  with
settlement dates that exceed 120 days.

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

OTHER INVESTMENT COMPANIES

    Pursuant to an exemptive  order from the Securities and Exchange  Commission
(SEC), each non-money market fund may invest in shares of the money market funds
to facilitate cash  management,  provided that the investment is consistent with
the funds' investment policies and restrictions.

    The  non-money  market  funds may invest up to 5% of their  total  assets in
shares of the money market funds.

INVESTMENT POLICIES

    Unless otherwise indicated, with the exception of the percentage limitations
on borrowing,  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 a fund's  net  assets  will  not be  considered  in
determining whether it has complied with its investment restrictions.

    For purposes of the funds' investment restrictions,  the party identified as
the "issuer" of a municipal  security  depends on the form and conditions of the
security. When the assets and revenues of a political



STATEMENT OF ADDITIONAL INFORMATION                                       13



subdivision  are  separate  from  those  of  the  government  that  created  the
subdivision  and the  security is backed only by the assets and  revenues of the
subdivision,  the subdivision is deemed the sole issuer.  Similarly, in the case
of an  industrial  development  bond, if the bond were backed only by the assets
and revenues of a  non-governmental  user,  the  non-governmental  user would be
deemed the sole issuer.  If, in either case,  the  creating  government  or some
other entity were to guarantee the security, the guarantee would be considered a
separate security and treated as an issue of the guaranteeing entity.


FUNDAMENTAL INVESTMENT POLICIES

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

    For purposes of the investment restriction relating to concentration, a fund
shall not purchase any  securities  that 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.

Subject            Policy
- --------------------------------------------------------------------------------
Senior             Securities A fund may not issue senior securities,  except as
                   permitted under the Investment Company Act.
- --------------------------------------------------------------------------------
Borrowing          A fund may not borrow money, except 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).
- --------------------------------------------------------------------------------
Lending            A fund may not 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 (i) through the
                   purchase of debt securities in accordance with its
                   investment objective, policies and limitations or (ii) by
                   engaging in repurchase agreements with respect to
                   portfolio securities.
- --------------------------------------------------------------------------------
Real Estate        A fund may not purchase or sell real estate unless acquired
                   as a result of ownership of securities or other instruments.
                   This  policy  shall  not  prevent a fund  from  investing  in
                   securities  or other  instruments  backed  by real  estate or
                   securities  of  companies  that  deal in real  estate  or are
                   engaged in the real estate business.
- --------------------------------------------------------------------------------
Concentration      A fund may not concentrate its investments in securities of
                   issuers in a particular industry (other than securities
                   issued or guaranteed by the U.S. government or any of its
                   agencies or instrumentalities).
- --------------------------------------------------------------------------------
Underwriting       A fund may not serve as an underwriter of securities issued
                   by others, except to the extent that the fund may be
                   considered an underwriter within the meaning of the
                   Securities  Act of  1933  in the  disposition  of  restricted
                   securities.
- --------------------------------------------------------------------------------
Commodities        A fund may not purchase or sell physical  commodities  unless
                   acquired  as a result of  ownership  of  securities  or other
                   instruments; provided that this limitation shall not prohibit
                   the fund from  purchasing  or  selling  options  and  futures
                   contracts   or  from   investing  in   securities   or  other
                   instruments backed by physical commodities.
- --------------------------------------------------------------------------------
Control            A fund may not invest for purposes of exercising control over
                   management.


    For  purposes  of  the  investment  restrictions  relating  to  lending  and
borrowing,  the funds have  received an exemptive  order from the SEC  regarding
interfund lending.  Under the terms of the exemptive order, the funds may borrow
money  from or lend money to other  funds,  advised by ACIM,  that  permit  such
transactions.  All such transactions will be subject to the limits set above for
borrowing and lending. The funds will borrow money through the program only when
the  costs  are  equal to or  lower  than the  cost of  short-term  bank  loans.
Interfund loans and borrowings  normally  extend only overnight,  but can have a
maximum  duration of seven days.  The funds will lend  through the program  only
when  the  returns  are  higher  than  those  available  from  other  short-term
instruments (such as repurchase agreements). The funds may have to borrow from a
bank at a higher  interest  rate if an interfund  loan is called or not renewed.
Any delay in  repayment  to a lending  fund  could  result in a lost  investment
opportunity or additional borrowing costs.


14                                                  AMERICAN CENTURY INVESTMENTS


NONFUNDAMENTAL INVESTMENT POLICIES


    In addition,  the funds are subject to the following  additional  investment
restrictions  that  are not  fundamental  and may be  changed  by the  Board  of
Trustees.


Subject            Policy
- --------------------------------------------------------------------------------
Diversification    A fund may not purchase additional investment securities at
                   any time during which outstanding borrowings exceed 5% of the
                   total assets of the fund.
- --------------------------------------------------------------------------------
Liquidity          A fund may not purchase any security or enter into a
                   repurchase agreement if, as a result, more than 15% 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.
- --------------------------------------------------------------------------------
Short Sales        A fund may not sell securities short, unless it owns or has
                   the right to obtain securities equivalent in kind and amount
                   to the securities sold short, and provided that transactions
                   in futures contracts and options are not deemed to
                   constitute selling securities short.
- --------------------------------------------------------------------------------
Margin             A fund may not purchase securities on margin, except to
                   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.
- --------------------------------------------------------------------------------


    The Investment  Company Act imposes  certain  additional  restrictions  upon
acquisition  by  the  funds  of  securities   issued  by  insurance   companies,
broker-dealers,  underwriters or investment advisors, and upon transactions with
affiliated persons as therein defined.  It also defines and forbids the creation
of cross and  circular  ownership.  Neither the SEC nor any other  agency of the
federal or state government  participates in or supervises the management of the
funds or their investment practices or policies.

    The Investment  Company Act also provides that the funds may not invest more
than 25% of their  assets  in the  securities  of  issuers  engaged  in a single
industry.  In determining industry groups for purposes of this restriction,  the
SEC ordinarily uses the Standard Industry  Classification codes developed by the
United  States  Office of  Management  and Budget.  In the  interest of ensuring
adequate diversification,  the funds monitor industry concentration using a more
restrictive  list of industry groups than that recommended by the SEC. The funds
believe that these  classifications are reasonable and are not so broad that the
primary  economic  characteristics  of  the  companies  in a  single  class  are
materially different. The use of these restrictive industry classifications may,
however,  cause the funds to forego investment  possibilities that may otherwise
be available to them under the Investment Company Act.


TEMPORARY DEFENSIVE MEASURES

    For temporary defensive  purposes,  a fund may invest in securities that may
not fit its  investment  objective  or its  stated  market.  During a  temporary
defensive  period,  a fund may  direct its  assets to the  following  investment
vehicles:


    * interest-bearing bank accounts or certificates of deposit

    * U.S. government securities and repurchase agreements collateralized by
      U.S. government securities

    * money market funds

PORTFOLIO TURNOVER

    Under normal conditions,  the funds' annual portfolio turnover rates are not
expected to exceed 100%.  Because a higher  turnover rate increases  transaction
costs and may increase taxable capital gains,  the managers  carefully weigh the
potential benefits of short-term investing against these considerations.

    The funds' portfolio turnover rates (except those of the money market funds)
are listed in the Financial  Highlights table in the Prospectus.  Because of the
short-term nature of the money market funds' invest-


STATEMENT OF ADDITIONAL INFORMATION                                        15


ments, portfolio turnover rates generally are not used to evaluate their trading
activities.


MANAGEMENT

THE BOARD OF TRUSTEES

    The Board of  Trustees  oversees  the  management  of the funds and meets at
least quarterly to review reports about fund  operations.  Although the Board of
Trustees  does  not  manage  the  funds,  it has  hired  the  advisor  to do so.
Two-thirds of the trustees are independent of the funds' advisor;  that is, they
are not employed by and have no financial interest in the advisor.

    The  individuals  listed in the following table whose names are marked by an
asterisk (*) are interested persons of the funds (as defined in the Investment


Name (Age)                Position(s)     Principal Occupation(s)
Address                   Held            During Past Five Years
                          With Fund
- --------------------------------------------------------------------------------
Albert A. Eisenstat (69)  Trustee         Independent Director, Commercial
1665 Charleston Road                      Metals Co. (1982 to present)
Mountain View, CA  94043                  Independent Director, Sungard Data
                                          Systems  (1991  to  present)   General
                                          Partner,  Discovery  Ventures (venture
                                          capital    firm,    1996   to    1998)
                                          Independent Director, Business Objects
                                          S/A (software &  programming,  1994 to
                                          present)
- --------------------------------------------------------------------------------
Ronald J. Gilson (52)     Trustee         Charles J. Meyers Professor of Law
1665 Charleston Road                      and Business, Stanford Law School
Mountain View, CA  94043                  (1979 to present)
                                          Marc and Eva Stern Professor of Law
                                          and Business, Columbia University
                                          School of Law (1992 to present)
                                          Counsel, Marron, Reid & Sheehy (a San
                                          Francisco law firm, 1984 to present)
- --------------------------------------------------------------------------------
William M. Lyons* (43)    Trustee         President, Chief Operating Officer and
4500 Main Street                          Assistant Secretary, ACC
Kansas City, MO 64111                     Executive Vice President, Chief
                                          Operating Officer and Secretary,
                                          ACSC and ACIS
- --------------------------------------------------------------------------------
Myron S. Scholes (58)     Trustee         Limited Partner, Long-Term Capital
1665 Charleston Road                      Management (since February 1999)
Mountain View, CA 94043                   Principal, Long-Term Capital
                                          Management  (investment advisor,  1993
                                          To   January   1999)   Frank  E.  Buck
                                          Professor    of   Finance,    Stanford
                                          Graduate  School of Business  (1981 to
                                          present)  Director,  Dimensional  Fund
                                          Advisors (investment advisor,  1982 to
                                          present)   Director,   Smith   Breeden
                                          Family of Funds (1992 to present)
- --------------------------------------------------------------------------------
Kenneth E. Scott (70)     Trustee         Ralph M. Parsons Professor of Law and
1665 Charleston Road                      Business, Stanford Law School
Mountain View, CA  94043                  (1972 to present)
                                          Director, RCM Capital Funds, Inc.
                                          (1994 to present)
- --------------------------------------------------------------------------------
Isaac Stein (52)          Trustee         Director, Raychem Corporation
1665 Charleston Road                      (electrical equipment, since 1993)
Mountain View, CA  94043                  President, Waverley Associates, Inc.
                                          (private   investment  firm,  1983  to
                                          present)  Director,  ALZA  Corporation
                                          (pharmaceuticals,   1987  to  present)
                                          Trustee,  Stanford University (1994 to
                                          present)  Chairman,   Stanford  Health
                                          Services (1994 to present)
- --------------------------------------------------------------------------------
James E. Stowers III* (40) Trustee,       Chief Executive Officer and
4500 Main Street           Chairman of    Director, ACC
Kansas City, MO 64111      the Board      President, Chief Executive Officer
                                          and Director, ACSC and ACIS
                                          Son of James E. Stowers, Jr. (founder)
- --------------------------------------------------------------------------------
Jeanne D. Wohlers (54)     Trustee        Director, Indus International
1665 Charleston Road                      (software solutions, January 1999
Mountain View, CA  94043                  to present)
                                          Director and Partner, Windy Hill
                                          Productions, LP (educational software,
                                          1994  to   1998)   Director,   Quintus
                                          Corporation,   (automation  solutions,
                                          1995 to present)
- --------------------------------------------------------------------------------



16                                              AMERICAN CENTURY INVESTMENTS



Company Act) by virtue of, among other  considerations,  their  affiliation with
either the funds; the advisor, American Century Investment Management, Inc.; the
funds' agent for transfer and administrative services, American Century Services
Corporation  (ACSC); the parent  corporation,  American Century Companies,  Inc.
(ACC) or ACC's subsidiaries; the funds' distribution agent and co-administrator,
Funds  Distributor,  Inc.  (FDI);  or other funds  advised by the advisor.  Each
trustee  listed  below  serves  as a trustee  or  director  of seven  registered
investment  companies in the American  Century  family of funds,  which are also
advised by the advisor.


COMMITTEES


    The Board has four  committees to oversee  specific  functions of the funds'
operations.  Information about these committees  appears in the table below. The
trustee first named serves as chairman of the committee:

Committee       Members              Function of Committee
- --------------------------------------------------------------------------------
Audit           Jeanne D. Wohlers    The Audit Committee selects and oversees
                Albert A. Eisenstat  the activities of the Trust's independent
                Kenneth E. Scott     auditor. The committee receives reports
                                     from  the  advisor's   Internal   Audit
                                     Department, which is accountable solely to
                                     the committee.  The committee also receives
                                     reporting  about  compliance  matters
                                     affecting the Trust.
- --------------------------------------------------------------------------------
Nominating      Kenneth E. Scott     The Nominating Committee primarily
                Myron S. Scholes     considers and recommends individuals for
                Albert A. Eisenstat  nomination as trustees. The names of
                Ronald J. Gilson     potential trustee candidates are drawn
                Isaac Stein          from a number of sources, including
                Jeanne D. Wohlers    recommendations from Board members,
                                     management and shareholders. This committee
                                     also reviews and makes recommendations to
                                     the Board with respect to the composition
                                     of Board committees and other Board-related
                                     matters, including its organization, size,
                                     composition, responsibilities, functions
                                     and compensation.
- --------------------------------------------------------------------------------
Portfolio       Myron S. Scholes     The Portfolio Committee reviews quarterly
                Ronald J. Gilson     the investment activities and strategies
                Isaac Stein          used to manage fund assets. The committee
                                     regularly receives reports from portfolio
                                     managers, credit analysts and other
                                     investment personnel concerning the fund's
                                     investments.
- --------------------------------------------------------------------------------
Quality of      William Lyons        The Quality of Service Committee reviews
Service         Ronald J. Gilson     the level and quality of transfer agent
                Myron S. Scholes     and administrative services provided to
                Isaac Stein          the funds and their shareholders. It
                                     Receives and reviews reports comparing
                                     Those  services to fund competitors and
                                     seeks  to  improve such services where
                                     feasible and appropriate.
- --------------------------------------------------------------------------------



STATEMENT OF ADDITIONAL INFORMATION                                       17


COMPENSATION OF TRUSTEES


    The trustees  also serve as trustees or directors  for six American  Century
investment  companies other than American Century  Government Income Trust. Each
trustee who is not an interested person as defined in the Investment Company Act
receives  compensation  for  service  as a member of the Board of all seven such
companies  based on a schedule  that takes into  account  the number of meetings
attended and the assets of the funds for which the meetings are held. These fees
and expenses are divided among the seven  investment  companies  based, in part,
upon their relative net assets. Under the terms of the management agreement with
the advisor, the funds are responsible for paying such fees and expenses.

    The table presented shows the aggregate  compensation  paid by the Trust for
the periods indicated and by the seven investment companies served by this Board
to each  trustee who is not an  interested  person as defined in the  Investment
Company Act.


Aggregate Director Compensation for Fiscal Year Ended March 31, 1999
- -------------------------------------------------------------------------------
                                   Total              Total Compensation
                               Compensation                from the
                                 from the              American Century
Name of Trustee                  Funds (1)            Family of Funds(2)
- -------------------------------------------------------------------------------
Albert A. Eisenstat              $18,924                   $72,750
Ronald J. Gilson                 $21,377                   $81,500
Myron S. Scholes                 $17,971                   $70,250
Kenneth E. Scott                 $21,531                   $81,500
Isaac Stein                      $18,252                   $76,750
Jeanne D. Wohlers                $20,948                   $79,750
- -------------------------------------------------------------------------------


(1)  Includes  compensation  paid to the  trustees  during the fiscal year ended
March 31,  1999,  and also  includes  amounts  deferred  at the  election of the
trustees under the American Century Mutual Funds Deferred  Compensation Plan for
Non-Interested Directors and Trustees. The total amount of deferred compensation
included in the  preceding  table is as follows:  Mr.  Eisenstat,  $18,924;  Mr.
Gilson, $21,377; Mr. Scholes, $17,971, and Mr. Scott, $10,766.

(2) Includes  compensation  paid by the seven investment  company members of the
American Century family of funds served by this Board


    The funds have adopted the American Century Deferred  Compensation  Plan for
Non-Interested  Directors and Trustees. Under the plan, the independent trustees
may defer  receipt of all or any part of the fees to be paid to them for serving
as trustees of the funds.

    All deferred fees are credited to an account  established in the name of the
trustees.  The amounts credited to the account then increase or decrease, as the
case may be, in accordance  with the  performance of one or more of the American
Century funds that are selected by the trustee. The account balance continues to
fluctuate in accordance with the performance of the selected fund or funds until
final  payment of all amounts  credited to the account.  Trustees are allowed to
change their designation of mutual funds from time to time.

    No deferred fees are payable until such time as a trustee  resigns,  retires
or  otherwise  ceases  to be a member  of the Board of  Trustees.  Trustees  may
receive  deferred  fee  account  balances  either  in a lump sum  payment  or in
substantially equal installment  payments to be made over a period not to exceed
10 years.  Upon the death of a  trustee,  all  remaining  deferred  fee  account
balances are paid to the  trustee's  beneficiary  or, if none,  to the trustee's
estate.

    The plan is an unfunded plan and, accordingly,  the funds have no obligation
to segregate  assets to secure or fund the deferred fees. The rights of trustees
to receive their  deferred fee account  balances are the same as the rights of a
general unsecured  creditor of the funds. The plan may be terminated at any time
by the  administrative  committee of the plan. If  terminated,  all deferred fee
account balances will be paid in a lump sum.

    No deferred  fees were paid to any trustee  under the plan during the fiscal
year ended March 31, 1999.

OFFICERS


    Background  information  for the  officers  of the funds is  provided in the
following  table.  All  persons  named as  officers  of the Trust  also serve in
similar  capacities for the 12 other investment  companies  advised by ACIM. Not
all officers of the Trust are listed;  only those  officers  with  policy-making
functions  for the funds are listed.  No officer is  compensated  for his or her
service  as an officer of the  funds.  The  individuals  listed in the table are
interested  persons of the funds (as defined in the  Investment  Company Act) by
virtue of, among other considerations,  their affiliation with either the funds,
ACC,  ACC's  subsidiaries  (including  ACIM and ACSC) or the funds'  distributor
(FDI).



18                                                 AMERICAN CENTURY INVESTMENTS



                        Position(s)
Name (Age)              Held With    Principal Occupation(s)
Address                 Fund         During Past Five Years
- --------------------------------------------------------------------------------
George A. Rio (44)      President    Executive Vice President and Director of
60 State Street,                     Client Services, FDI (March 1998
Suite 1300                           to present)
Boston, Massachusetts                Senior Vice President and Senior Key
02109                                Account Manager, Putnam Mutual Funds
                                     (June 1995 to March 1998)
                                     Director Business Development, First Data
                                     Corporation (May 1994 to June 1995)
- --------------------------------------------------------------------------------
Christopher J.          Vice         Vice President and Associate General
Kelley (34)             President    Counsel, FDI (July 1996 to present)
60 State Street,                     Assistant Counsel, Forum Financial Group
Suite 1300                           (April 1994 to July 1996)
Boston, Massachusetts
02109
- --------------------------------------------------------------------------------
Mary A. Nelson (35)     Vice         Vice President and Manager of Treasury
60 State Street,        President    Services and Administration, FDI (1994
Suite 1300                           to present)
Boston, Massachusetts                Assistant Vice President and Client
02109                                Manager, The Boston Company, Inc.
                                     (1989 to 1994)
- --------------------------------------------------------------------------------
Maryanne Roepke,        Vice         Senior Vice President, Treasurer and
CPA (43)                President    Principal Accounting Officer, ACSC
4500 Main Street        and
Kansas City,            Treasurer
Missouri 64111
- --------------------------------------------------------------------------------
David C. Tucker (41)    Vice         Senior Vice President and General Counsel,
4500 Main Street        President    ACSC and ACIM (June 1998 to present)
Kansas City, MO 64111                General Counsel, ACC (June 1998 to present)
                                     Consultant  to mutual  fund  industry  (May
                                     1997 to  April  1998)  Vice  President  and
                                     General  Counsel,  Janus Companies (1990 to
                                     May 1997)
- --------------------------------------------------------------------------------
Douglas A. Paul (52)    Secretary    Vice President and Associate General
1665 Charleston Road    and          Counsel, ACSC
Mountain View,          Vice
CA  94043               President
- --------------------------------------------------------------------------------
C. Jean Wade (35)       Controller   Controller-Fund Accounting, ACSC
4500 Main Street
Kansas City, MO 64111
- --------------------------------------------------------------------------------
Jon Zindel (32)         Tax Officer  Vice President and Director of Taxation,
4500 Main Street                     ACSC (since 1996)
Kansas City, MO 64111                Tax Manager, Price Waterhouse LLP (1989
                                     to 1996)
- --------------------------------------------------------------------------------



STATEMENT OF ADDITIONAL INFORMATION                                         19


THE FUNDS' PRINCIPAL SHAREHOLDERS

  As of June 30, 1999,  the following  companies  were the record owners of more
than 5% of a fund's outstanding shares:


                                                                   Percentage
                                                                   of Shares
Fund                   Shareholder                                 Outstanding
- --------------------------------------------------------------------------------
GNMA                   Charles Schwab & Company,                   27.2%
                       San Francisco, California
- --------------------------------------------------------------------------------
Short-Term Government  Stowers Institute for Medical Research,     38.0%
                       Kansas City, Missouri
- --------------------------------------------------------------------------------
Short-Term Government  Nationwide 401(k) Public,                    5.4%
                       Nationwide Insurance Co.,
                       Columbus, Ohio
- --------------------------------------------------------------------------------
Short-Term Treasury    Charles Schwab & Company,                   18.1%
                       San Francisco, California
- --------------------------------------------------------------------------------
Intermediate-Term      Charles Schwab & Company,                   16.2%
Treasury               San Francisco, California
- --------------------------------------------------------------------------------
Intermediate-Term      Chase Manhattan NA, Trustee                  6.2%
Treasury               for Lorillard Inc.
                       Hourly Paid Employees Profit Sharing,
                       New York, New York
- --------------------------------------------------------------------------------
Long-Term Treasury     Charles Schwab & Company,                   29.2%
                       San Francisco, California
- --------------------------------------------------------------------------------
Inflation-Adjusted     Charles Schwab & Company,                   20.2%
Treasury               San Francisco, California
- --------------------------------------------------------------------------------


    The funds are unaware of any other  shareholders,  beneficial  or of record,
who own more than 5% of a fund's  outstanding  shares.  As of June 30, 1999, the
officers and trustees of the funds,  as a group,  own less than 1% of any fund's
outstanding shares.

SERVICE PROVIDERS

    The funds have no employees. To conduct its day-to-day activities, the funds
have hired a number of service  providers.  Each service provider has a specific
function to fill on behalf of the funds and is described below.

    ACIM and ACSC are both wholly owned by ACC. James E. Stowers,  Jr., Chairman
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its voting
stock.


INVESTMENT ADVISOR

    A  description  of  the  responsibilities  of  the  advisor  appears  in the
Prospectus under the caption "Management."

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

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

INVESTMENT CATEGORY FEE SCHEDULE FOR

* Capital Preservation
* Government Agency Money Market

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


20                         AMERICAN CENTURY INVESTMENTS


INVESTMENT CATEGORY FEE SCHEDULE FOR

* Short-Term Treasury
* Intermediate-Term Treasury
* Long-Term Treasury
* Inflation-Adjusted Treasury

Category Assets                      Fee Rate
- --------------------------------------------------------------------------------
First $1 billion                     0.2800%
- --------------------------------------------------------------------------------
Next $1 billion                      0.2280%
- --------------------------------------------------------------------------------
Next $3 billion                      0.1980%
- --------------------------------------------------------------------------------
Next $5 billion                      0.1780%
- --------------------------------------------------------------------------------
Next $15 billion                     0.1650%
- --------------------------------------------------------------------------------
Next $25 billion                     0.1630%
- --------------------------------------------------------------------------------
Thereafter                           0.1625%
- --------------------------------------------------------------------------------


INVESTMENT CATEGORY FEE SCHEDULE FOR


* Short-Term Government
* GNMA

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



    The Complex Fee is determined according to the schedule below.

COMPLEX FEE SCHEDULE

                                     Investor Class       Advisor Class
Complex Assets                       Fee Rate             Fee Rate
- --------------------------------------------------------------------------------
First $2.5 billion                   0.3100%              0.0600%
- --------------------------------------------------------------------------------
Next $7.5 billion                    0.3000%              0.0500%
- --------------------------------------------------------------------------------
Next $15.0 billion                   0.2985%              0.0485%
- --------------------------------------------------------------------------------
Next $25.0 billion                   0.2970%              0.0470%
- --------------------------------------------------------------------------------
Next $50.0 billion                   0.2960%              0.0460%
- --------------------------------------------------------------------------------
Next $100.0 billion                  0.2950%              0.0450%
- --------------------------------------------------------------------------------
Next $100.0 billion                  0.2940%              0.0440%
- --------------------------------------------------------------------------------
Next $200.0 billion                  0.2930%              0.0430%
- --------------------------------------------------------------------------------
Next $250.0 billion                  0.2920%              0.0420%
- --------------------------------------------------------------------------------
Next $500.0 billion                  0.2910%              0.0410%
- --------------------------------------------------------------------------------
Thereafter                           0.2900%              0.0400%


    On the first  business day of each month,  the funds pay a management fee to
the  advisor  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 a fund's net assets during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

    The management  agreement  shall continue in effect until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (1) the funds'
Board of Trustees, or by the vote of a majority of outstanding votes (as defined
in the Investment Company Act) and (2) by the vote of a majority of the trustees
of the funds who are not parties to the agreement or  interested  persons of the
advisor,  cast in person at a meeting  called for the  purpose of voting on such
approval.

    The  management  agreement  provides  that it may be  terminated at any time
without payment of any penalty by the funds' Board of Trustees,  or by a vote of
a majority of outstanding votes, on 60 days' written notice to the advisor,  and
that it shall be automatically terminated if it is assigned.

    The  management  agreement  provides that the advisor shall not be liable to
the funds or their shareholders for anything other than willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and duties.

    The  management  agreement  also provides that the advisor and its officers,
trustees and employees may engage in other  business,  devote time and attention
to any other  business  whether of a similar or  dissimilar  nature,  and render
services to others.

    Certain  investments  may be  appropriate  for the  funds and also for other
clients  advised by the advisor.  Investment  decisions  for the funds and other
clients are made with a view to achieving their respective investment objectives
after  consideration of such factors as their current holdings,  availability of
cash for investment  and the size of their  investment  generally.  A particular
security  may be bought or sold for only one  client  or fund,  or in  different
amounts and at different times for more than one but


STATEMENT OF ADDITIONAL INFORMATION                                   21



less than all  clients or funds.  In  addition,  purchases  or sales of the same
security  may be made for two or more  clients or funds on the same  date.  Such
transactions will be allocated among clients in a manner believed by the advisor
to be  equitable  to each.  In some cases this  procedure  could have an adverse
effect on the price or amount of the securities purchased or sold by a fund.

    The  advisor  may  aggregate  purchase  and sale  orders of the  funds  with
purchase  and sale orders of its other  clients when the advisor  believes  that
such  aggregation  provides  the best  execution  for the  funds.  The  Board of
Trustees has approved the policy of the advisor with respect to the  aggregation
of portfolio  transactions.  Where portfolio  transactions have been aggregated,
the funds  participate at the average share price for all  transactions  in that
security on a given day and share  transaction  costs on a pro rata  basis.  The
advisor  will not  aggregate  portfolio  transactions  of the  funds  unless  it
believes such  aggregation is consistent with its duty to seek best execution on
behalf  of the  funds and the terms of the  management  agreement.  The  advisor
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

    Prior to  August  1,  1997,  Benham  Management  Corporation  served  as the
investment advisor to the funds.  Benham Management  Corporation was merged into
the advisor in late 1997.

    Unified management fees paid by each fund for the fiscal periods ended March
31, 1999, 1998, and 1997, are indicated in the following tables. Fee amounts are
net of amounts  reimbursed  or  recouped  under the funds'  previous  investment
advisory agreement with Benham Management Corporation.



UNIFIED MANAGEMENT FEES (INVESTOR CLASS)


Fund                                        1999(1)            1998(2)
- --------------------------------------------------------------------------
Capital Preservation                     $15,124,623         $8,807,865
- --------------------------------------------------------------------------
Government Agency Money Market             2,378,090          1,507,123
- --------------------------------------------------------------------------
Short-Term Treasury                          253,445            134,030
- --------------------------------------------------------------------------
Intermediate-Term Treasury                 2,110,741          1,222,541
- --------------------------------------------------------------------------
Long-Term Treasury                           674,494            406,234
- --------------------------------------------------------------------------
Inflation-Adjusted Treasury                   34,313             10,682
- --------------------------------------------------------------------------
Short-Term Government                      4,822,297       1,623,040(3)
- --------------------------------------------------------------------------
GNMA Fund                                  7,901,686          4,819,669

UNIFIED MANAGEMENT FEES (ADVISOR CLASS)

Fund                                        1999             1998
- -------------------------------------------------------------------------------
Government Agency Money Market              N/A              N/A
- -------------------------------------------------------------------------------
Short-Term Treasury                         $6,318           $1,354
- -------------------------------------------------------------------------------
Intermediate-Term Treasury                   4,242              129
- -------------------------------------------------------------------------------
Long-Term Treasury                           2,929               93
- -------------------------------------------------------------------------------
Inflation-Adjusted Treasury                     20                0
- -------------------------------------------------------------------------------
Short-Term Government                           75                0
- -------------------------------------------------------------------------------
GNMA Fund                                   11,247              265


INVESTMENT ADVISORY FEES


Fund                                        1998(1)(4)           1997(1)
- -------------------------------------------------------------------------------
Capital Preservation                        $3,186,164        $8,107,075
- -------------------------------------------------------------------------------
Government Agency
Money Market                                   421,950         1,441,378
- -------------------------------------------------------------------------------
Short-Term Treasury                             33,673            77,935
- -------------------------------------------------------------------------------
Intermediate-Term Treasury                     297,794           881,647
- -------------------------------------------------------------------------------
Long-Term Treasury                             122,690           339,340
- -------------------------------------------------------------------------------
Inflation-Adjusted Treasury                      7,212                 0
- -------------------------------------------------------------------------------
Short-Term Government                                0         2,460,469
- -------------------------------------------------------------------------------
GNMA Fund                                    1,078,109         3,115,478


(1) Net of reimbursements or waivers.

(2) For the period  August 1, 1997,  to March 31,  1998.  Fees paid  during this
period were paid under the Management Agreement with American Century Investment
Management, Inc.

(3) Short-Term Government's fiscal year end was changed from October 31 to March
31 resulting in a five month annual reporting period.

(4) For the period April 1, 1997, to July 31, 1997. Fees paid during this period
were  paid  under the  Investment  Advisory  Agreement  with  Benham  Management
Corporation.


22                                               AMERICAN CENTURY INVESTMENTS


OTHER ADVISORY RELATIONSHIPS


    In addition to managing the funds,  the advisor also serves as an investment
advisor  to  seven  institutional  accounts  and  to  the  following  registered
investment companies:

* American Century Mutual Funds, Inc.
* American Century World Mutual Funds, Inc.
* American Century Premium Reserves, Inc.
* American Century Variable Portfolios, Inc.
* American Century Capital Portfolios, Inc.
* American Century Strategic Asset Allocations, Inc.
* American Century Municipal Trust
* American Century California Tax-Free and Municipal Funds
* American Century Investment Trust
* American Century Target Maturities Trust
* American Century Quantitative Equity Funds
* American Century International Bond Funds


TRANSFER AGENT AND ADMINISTRATOR


    American  Century  Services  Corporation,  4500 Main  Street,  Kansas  City,
Missouri  64111,  serves as  transfer  agent and  dividend-paying  agent for the
funds.  It provides  physical  facilities,  computer  hardware  and software and
personnel,  for the day-to-day  administration  of the funds and of the advisor.
The advisor pays American Century Services Corporation for such services.

    Prior  to  August  1,  1997,  the  funds  paid  American   Century  Services
Corporation  directly  for its  services  as transfer  agent and  administrative
services agent.

    Administrative  service  and  transfer  agent fees paid by each fund for the
fiscal years ended March 31, 1998 and 1997, are indicated in the table below.
Fee amounts are net of expense limitations.

ADMINISTRATIVE FEES


Fund                                         1998                  1997
- --------------------------------------------------------------------------------
Capital Preservation                       $1,146,326           $2,871,948
- --------------------------------------------------------------------------------
Government Agency
Money Market                                  144,980              459,802
- --------------------------------------------------------------------------------
Short-Term Treasury                            11,573               33,371
- --------------------------------------------------------------------------------
Intermediate-Term Treasury                    101,989              300,336
- --------------------------------------------------------------------------------
Long-Term Treasury                             41,622              112,936
- --------------------------------------------------------------------------------
Inflation-Adjusted Treasury                         0                    0
- --------------------------------------------------------------------------------
Short-Term Government                             N/A                  N/A
- --------------------------------------------------------------------------------


GNMA Fund                                     359,302            1,059,314

TRANSFER AGENT FEES


Fund                                           1998                1997
- --------------------------------------------------------------------------------
Capital Preservation                         $933,109            2,449,205
- --------------------------------------------------------------------------------
Government Agency
Money Market                                  163,368              553,760
- --------------------------------------------------------------------------------
Short-Term Treasury                            11,510               34,555
- --------------------------------------------------------------------------------
Intermediate-Term Treasury                     77,150              258,334
- --------------------------------------------------------------------------------
Long-Term Treasury                             66,019              181,017
- --------------------------------------------------------------------------------
Inflation-Adjusted Treasury                       646                    0
- --------------------------------------------------------------------------------
Short-Term Government                             N/A                  N/A
- --------------------------------------------------------------------------------
GNMA Fund                                     381,757            1,150,565


DISTRIBUTOR

    The funds' shares are  distributed by FDI, a registered  broker-dealer.  The
distributor  is a wholly  owned,  indirect  subsidiary  of Boston  Institutional
Group,  Inc. The  distributor's  principal  business address is 60 State Street,
Suite 1300, Boston, Massachusetts 02109.

    The  distributor  is the principal  underwriter  of the funds'  shares.  The
distributor makes a continuous,  best efforts underwriting of the funds' shares.
This means that the distributor has no liability for unsold shares.


STATEMENT OF ADDITIONAL INFORMATION                                      23


OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

    Chase  Manhattan  Bank,  770  Broadway,  10th  Floor,  New  York,  New  York
10003-9598,  and Commerce Bank, N.A., 1000 Walnut,  Kansas City, Missouri 64105,
each serves as custodian of the assets of the funds. The custodians take no part
in  determining  the  investment  policies  of the  funds or in  deciding  which
securities are purchased or sold by the funds. The funds, however, may invest in
certain  obligations  of  the  custodians  and  may  purchase  or  sell  certain
securities from or to the custodians.


INDEPENDENT ACCOUNTANT

    PricewaterhouseCoopers  LLP  serves as the  independent  accountants  of the
funds. The address of  PricewaterhouseCoopers  LLP is 1055 Broadway, 10th floor,
Kansas  City,  Missouri  64105.  As the  independent  accountants  of the funds,
PricewaterhouseCoopers  provides  services  including  (1)  audit of the  annual
financial   statements  for  each  fund,  (2)  assistance  and  consultation  in
connection  with SEC  filings  and (3) review of the annual  federal  income tax
return filed for each fund.

    KPMG Peat Marwick LLP, 1000 Walnut, Suite 1600, Kansas City, Missouri 64106,
served as independent  accountants for the funds for the fiscal year ended March
31, 1997, and for all prior periods.


BROKERAGE ALLOCATION

    Under the  management  agreement  between  the funds  and the  advisor,  the
advisor  has the  responsibility  of  selecting  brokers  and dealers to execute
portfolio  transactions.  In many  transactions,  the selection of the broker or
dealer  is  determined  by the  availability  of the  desired  security  and its
offering price. In other transactions,  the selection of a broker or dealer is a
function of the selection of market and the negotiation of price, as well as the
broker's  general  execution and operational  and financial  capabilities in the
type of transaction  involved.  The advisor will seek to obtain prompt execution
of orders at the most  favorable  prices or yields.  The  advisor  may choose to
purchase and sell portfolio  securities to and from dealers who provide services
or research,  statistical and other information to the funds and to the advisor.
Such  information  or  services  will be in  addition  to and not in lieu of the
services  required  to be  performed  by the  advisor,  and the  expenses of the
advisor  will not  necessarily  be  reduced  as a result of the  receipt of such
supplemental information.


INFORMATION ABOUT FUND SHARES


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

    Each fund votes  separately  on  matters  affecting  that fund  exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of the
Trust's (i.e.,  all funds')  outstanding  shares may be able to elect a Board of
Trustees.  The Trust instituted  dollar-based voting, meaning that the number of
votes you are  entitled to is based upon the dollar  amount of your  investment.
The  election of trustees is  determined  by the votes  received  from all Trust
shareholders  without  regard to  whether a  majority  of shares of any one fund
voted in favor of a particular nominee or all nominees as a group.

    Each shareholder has rights to dividends and  distributions  declared by the
fund he or she owns and to the net assets of such fund upon its  liquidation  or
dissolution  proportionate  to his or her share ownership  interest in the fund.
Shares  of each  fund  have  equal  voting  rights,  although  each  fund  votes
separately on matters affecting that fund exclusively.

    Shareholders  of  a  Massachusetts   business  trust  could,  under  certain
circumstances,  be held  personally  liable for its  obligations.  However,  the
Declaration of Trust contains an express disclaimer of shareholder liability for
acts or  obligations  of the Trust.  The  Declaration of Trust also provides for
indemnification and reimbursement of expenses of any shareholder held personally
liable for obligations of the Trust.  The Declaration of Trust provides that the
Trust  will,  upon  request,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Trust and satisfy  any  judgment
thereon.  The Declaration of Trust further  provides that the Trust may maintain
appropriate insurance (for example,


24                                                AMERICAN CENTURY INVESTMENTS



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 as a result of shareholder  liability is limited to circumstances
in which both  inadequate  insurance  exists and the Trust is unable to meet its
obligations.


MULTIPLE CLASS STRUCTURE

    The  funds'  Board of  Trustees  has  adopted  a  multiple  class  plan (the
Multiclass  Plan)  pursuant to Rule 18f-3  adopted by the SEC.  Pursuant to such
plan, the funds may issue up to three classes of funds:  an Investor  Class,  an
Institutional Class and an Advisor Class. Not all funds offer all three classes.

    The Investor Class is made available to investors  directly without any load
or  commission,  for a single  unified  management  fee. The  Institutional  and
Advisor  Classes are made  available to  institutional  shareholders  or through
financial  intermediaries  that do not require the same level of shareholder and
administrative  services from the advisor as Investor Class  shareholders.  As a
result,  the advisor is able to charge these classes a lower unified  management
fee. In addition to the management  fee,  however,  the Advisor Class shares are
subject to a Master  Distribution  and  Shareholder  Services Plan. The plan has
been  adopted  by the  funds'  Board of  Trustees  and  initial  shareholder  in
accordance with Rule 12b-1 adopted by the SEC under the Investment Company Act.


RULE 12B-1


    Rule 12b-1 permits an investment company to pay expenses associated with the
distribution  of its shares in accordance  with a plan adopted by the investment
company's Board of Trustees and approved by its  shareholders.  Pursuant to such
rule, the Board of Trustees and initial  shareholder of the funds' Advisor Class
have approved and entered into a Master  Distribution  and Shareholder  Services
Plan (the Plan).

    In adopting  the Plan,  the Board of Trustees  [including a majority who are
not interested  persons of the funds (as defined in the Investment Company Act),
hereafter referred to as the independent  trustees]  determined that there was a
reasonable likelihood that the Plan would benefit the funds and the shareholders
of the  affected  class.  Pursuant to Rule 12b-1,  information  with  respect to
revenues  and  expenses  under the Plan is  presented  to the Board of  Trustees
quarterly for its  consideration in connection with its  deliberations as to the
continuance  of the Plan.  Continuance of the Plan must be approved by the Board
of Trustees  (including a majority of the independent  trustees)  annually.  The
Plan may be amended by a vote of the Board of Trustees  (including a majority of
the independent trustees), except that the Plan may not be amended to materially
increase the amount to be spent for distribution  without  majority  approval of
the shareholders of the affected class. The Plan terminates automatically in the
event of an assignment  and may be  terminated  upon a vote of a majority of the
independent  trustees  or by  vote  of a  majority  of  the  outstanding  voting
securities of the affected class.


    All fees paid under the Plan will be made in  accordance  with Section 26 of
the Rules of Fair Practice of the National  Association  of  Securities  Dealers
(NASD).

MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN


    As described in the  Prospectus,  the funds'  Advisor  Class shares are made
available to participants in employer-sponsored  retirement or savings plans and
to  persons  purchasing  through  financial   intermediaries,   such  as  banks,
broker-dealers  and insurance  companies.  The distributor enters into contracts
with various  banks,  broker-dealers,  insurance  companies and other  financial
intermediaries  with respect to the sale of the funds'  shares and/or the use of
the funds' shares in various  investment  products or in connection with various
financial services.

    Certain  recordkeeping and administrative  services that are provided by the
funds' transfer agent for the Investor Class  shareholders may be performed by a
plan sponsor (or its agents) or by a financial  intermediary for shareholders in
the Advisor Class.  In addition to such services,  the financial  intermediaries
provide various distribution services.

    To enable  the funds'  shares to be made  available  through  such plans and
financial  intermediaries,  and to compensate them for such services, the funds'
investment advisor has reduced its management fee



STATEMENT OF ADDITIONAL INFORMATION                                      25



by 0.25% per annum with  respect to the  Advisor  Class  shares,  and the funds'
Board of Trustees has adopted a Master  Distribution  and  Shareholder  Services
Plan (the  Distribution  Plan).  Pursuant to such Plan, the Advisor Class shares
pay the  distributor  a fee of 0.50%  annually of the  aggregate  average  daily
assets  of the  funds'  Advisor  Class  shares,  0.25%  of  which  is  paid  for
shareholder  services  (as  described  below)  and  0.25%  of  which is paid for
distribution services.

    Payments may be made for a variety of shareholder services,  including,  but
not limited to, (a) receiving, aggregating and processing purchase, exchange and
redemption  requests  from  beneficial  owners  (including  contract  owners  of
insurance  products  that utilize the funds as underlying  investment  media) of
shares  and  placing   purchase,   exchange  and  redemption   orders  with  the
distributor;  (b) providing  shareholders with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(c)  processing  dividend  payments  from a fund on behalf of  shareholders  and
assisting  shareholders in changing dividend options,  account  designations and
addresses; (d) providing and maintaining elective services such as check writing
and wire transfer services;  (e) acting as shareholder of record and nominee for
beneficial owners; (f) maintaining account records for shareholders and/or other
beneficial  owners;  (g) issuing  confirmations of  transactions;  (h) providing
subaccounting  with respect to shares  beneficially  owned by customers of third
parties  or  providing  the   information  to  a  fund  as  necessary  for  such
subaccounting,  (i) preparing and forwarding shareholder communications from the
funds (such as proxies,  shareholder  reports,  annual and semiannual  financial
statements and dividend,  distribution  and tax notices) to shareholders  and/or
other  beneficial  owners;  (j)  providing  other  similar   administrative  and
sub-transfer  agency services;  and (k) paying service fees for the provision of
personal, continuing services to investors, as contemplated by the Rules of Fair
Practice  of  the  NASD  (collectively  referred  to as  shareholder  services).
Shareholder  services do not include  those  activities  and  expenses  that are
primarily intended to result in the sale of additional shares of the funds.

    Distribution  services  include any activity  undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares,  which
services  may  include  but  are  not  limited  to,  (a) the  payment  of  sales
commissions,  ongoing  commissions  and  other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
selling  agreements;  (b)  compensation to registered  representatives  or other
employees of the distributor who engage in or support distribution of the funds'
Advisor Class shares; (c) compensation to, and expenses  (including overhead and
telephone  expenses)  of the  distributor;  (d) the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the funds'  shareholders and prospective
shareholders;  (f)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information and shareholder  reports;  (g) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (h) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (i)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (j) the  providing of other  reasonable  assistance in
connection  with  the  distribution  of  fund  shares;  (k) the  organizing  and
conducting  of  sales  seminars  and  payments  in  the  form  of  transactional
compensation  or promotional  incentives;  (l) profit on the foregoing;  (m) the
payment of "service fees" for the provision of personal,  continuing services to
investors,  as  contemplated  by the Rules of Fair Practice of the NASD; and (n)
such other distribution and services activities as the advisor determines may be
paid for by the funds  pursuant to the terms of this Agreement and in accordance
with Rule 12b-1 of the Investment Company Act.


BUYING AND SELLING FUND SHARES

    Information about buying, selling and exchanging fund shares is contained in
Your Guide to American  Century  Services.  The guide is  available to investors
without charge and may be obtained by calling us.



26                                                 AMERICAN CENTURY INVESTMENTS


VALUATION OF A FUND'S 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 p.m.
Central time each day the Exchange is open for business.  The Exchange typically
observes the  following  holidays:  New Year's Day,  Martin Luther King Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.  Although the funds expect the same holidays
to be observed in the future,  the Exchange  may modify its holiday  schedule at
any time.

    The  advisor  typically  completes  its  trading  on  behalf of each fund in
various  markets before the Exchange closes for the day. 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  earned on portfolio  securities are accrued
daily.

MONEY MARKET FUNDS

    Securities held by the money market funds are valued at 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 the funds'
yields. During periods of declining interest rates, for example, the daily yield
on fund  shares  computed as  described  above may be higher than that of a fund
with identical investments priced at market value. The converse would apply in a
period of rising interest rates.


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


    The Board of Trustees monitors the levels of illiquid securities, however if
the levels are exceeded, they will take action to rectify these levels.

    Actions the Board of Trustees may consider under these circumstances include
(i) selling portfolio securities prior to maturity,  (ii) withholding  dividends
or distributions from capital, (iii) authorizing a one-time dividend adjustment,
(iv)  discounting  share  purchases and  initiating  redemptions in kind, or (v)
valuing portfolio securities at market price for purposes of calculating NAV.

NON-MONEY MARKET FUNDS

    Securities  held by the  non-money  market  funds  normally are priced by an
independent  pricing  service,  provided  that such  prices are  believed by the
advisor to reflect the fair market value of portfolio securities.

    In valuing  securities,  the pricing  services  generally  take into account
institutional trading activity, trading in similar groups of securities, and any
developments  related to specific  securities.  The methods  used by the pricing
service and the valuations so established  are reviewed by the advisor under the
general  supervision  of the Board of  Trustees.  There are a number of  pricing
services available, and the advisor, on the basis of ongoing evaluation of these
services,  may use other pricing  services or discontinue the use of any pricing
service in whole or in part.

    Securities  not priced by a pricing  service are valued at the mean  between
the most recently quoted bid and ask prices provided by broker-dealers.



STATEMENT OF ADDITIONAL INFORMATION                                       27


    Securities  maturing  within 60 days of the valuation  date may be valued at
cost,  plus or minus any  amortized  discount  or premium,  unless the  trustees
determine  that this would not  result in fair  valuation  of a given  security.
Other assets and securities for which  quotations are not readily  available are
valued in good faith at their fair value using methods  approved by the Board of
Trustees.

TAXES

FEDERAL INCOME TAX

    Each fund  intends to qualify  annually  as a regulated  investment  company
under  Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
By so  qualifying,  a fund will be exempt from federal and state income taxes to
the extent that it distributes  substantially  all of its net investment  income
and net  realized  capital  gains (if any) to  shareholders.  If a fund fails to
qualify  as a  regulated  investment  company,  it will  be  liable  for  taxes,
significantly   reducing  its  distributions  to  shareholders  and  eliminating
shareholders'  ability to treat  distributions  of the funds in the manner  they
were realized by the funds.

    Certain  bonds  purchased  by the funds may be  treated  as bonds  that were
originally issued at a discount. Original issue discount represents interest for
federal  income tax  purposes  and  generally  can be defined as the  difference
between the price at which a security was issued and its stated redemption price
at maturity.  Although no cash is actually received by a fund until the maturity
of the bond,  original issue discount is treated for federal income tax purposes
as income  earned by a fund over the term of the bond,  and therefore is subject
to the distribution requirements of the Code. The annual amount of income earned
on such a bond by a fund  generally  is  determined  on the basis of a  constant
yield to maturity that takes into account the semiannual  compounding of accrued
interest.

    In addition, some of the bonds may be purchased by a fund at a discount that
exceeds the  original  issue  discount on such bonds,  if any.  This  additional
discount  represents  market discount for federal income tax purposes.  The gain
realized on the disposition of any bond having market discount generally will be
treated as taxable  ordinary income to the extent it does not exceed the accrued
market discount on such bond (unless a fund elects to include market discount in
income in tax years to which it is  attributable).  Generally,  market  discount
accrues  on a daily  basis for each day the bond is held by a fund on a straight
line basis over the time  remaining to the bond's  maturity.  In the case of any
debt  security  having a fixed  maturity date of not more than one year from its
date of issue,  the gain realized on  disposition  generally  will be treated as
short-term  capital gain.  In general,  any gain  realized on  disposition  of a
security held less than one year is treated as short-term capital gain.

    Under the Code, any distribution of a fund's net realized  long-term capital
gains  designated  by  the  fund  as a  capital  gain  dividend  is  taxable  to
shareholders as long-term capital gains, regardless of the length of time shares
are held.  If a capital  gain  dividend is paid with  respect to any shares of a
fund sold at a loss after  being  held for six months or less,  the loss will be
treated as a long-term capital loss for tax purposes.


STATE AND LOCAL TAXES

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

    The  information  above is only a summary of some of the tax  considerations
affecting the funds and their shareholders.  No attempt has been made to discuss
individual tax consequences.  A prospective  investor should consult with his or
her tax  advisors or state or local tax  authorities  to  determine  whether the
funds are suitable investments.


28                                               AMERICAN CENTURY INVESTMENTS


HOW FUND PERFORMANCE INFORMATION IS CALCULATED

    The funds may quote  performance  in various  ways.  Historical  performance
information will be used in advertising and sales literature.

    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  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



    For the non-money market 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 a 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.

MONEY MARKET FUND YIELDS

(seven-day period ended March 31, 1999)


                                     7-Day Yield          Effective Yield
- --------------------------------------------------------------------------------
Capital Preservation                 4.17%                4.26%
- --------------------------------------------------------------------------------
Government Agency
Money Market                         4.37%                4.47


NON-MONEY MARKET FUND YIELDS

(30-day period ended March 31, 1999)

Fund                                                         30-Day Yield
- --------------------------------------------------------------------------------
Short-Term Treasury                                          4.66%
- --------------------------------------------------------------------------------
Intermediate-Term Treasury                                   4.83%
- --------------------------------------------------------------------------------
Long-Term Treasury                                           5.46%
- --------------------------------------------------------------------------------
Inflation-Adjusted Treasury                                  6.60%
- --------------------------------------------------------------------------------
Short-Term Government                                        5.07%
- --------------------------------------------------------------------------------
GNMA Fund                                                    6.14%



    Total returns quoted in advertising and sales literature reflect all aspects
of a fund's return,  including the effect of  reinvesting  dividends and capital
gains distributions (if any) 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  during 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 total return
of 100% over 10 years would produce an average annual return of 7.18%,  which is
the steady annual rate that would equal 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
total  returns  represent  averaged  figures as  opposed to actual  year-to-year
performance.



STATEMENT OF ADDITIONAL INFORMATION                                        29



    The  following  tables set forth the  average  annual  total  return for the
various classes of the funds for the periods indicated as of March 31, 1999.

AVERAGE ANNUAL TOTAL RETURNS--INVESTOR CLASS


Fiscal Year Ended March 31, 1999


                          One-        Five-        Ten-         Life of
Fund                      Year        Years        Years        Fund(1)
- ------------------------------------------------------------------------
Capital Preservation      4.72%       4.82%        5.00%        5.30%
- ------------------------------------------------------------------------
Government Agency
Money Market              4.91%       4.95%        N/A          4.97%
- ------------------------------------------------------------------------
Short-Term Treasury       5.60%       5.53%        N/A          4.96%
- ------------------------------------------------------------------------
Intermediate-Term
Treasury                  6.09%       6.59%        7.88%        8.66%
- ------------------------------------------------------------------------
Long-Term Treasury        6.33%       9.03%        N/A          8.30%
- ------------------------------------------------------------------------
Inflation-Adjusted
Treasury                  3.37%       N/A          N/A          2.23%
- ------------------------------------------------------------------------
Short-Term
Government                5.39%       5.50%        6.28%        7.08%
- ------------------------------------------------------------------------
GNMA Fund                 5.66%       7.45%        8.70%        8.60%

(1) The inception dates are: Capital Preservation,  October 13, 1972; Government
Agency  Money  Market,  December  5, 1989;  Short-Term  Treasury  and  Long-Term
Treasury,   September  8,  1992;   Intermediate-Term  Treasury,  May  16,  1980;
Inflation-Adjusted Treasury, February 10, 1997; Short-Term Government,  December
15, 1982; and GNMA, September 23, 1985.

AVERAGE ANNUAL TOTAL RETURNS--ADVISOR CLASS

Fiscal Year Ended March 31, 1999

Fund                                   One-Year       Life of Fund(1)
- -----------------------------------------------------------------------
Government Agency Money Market         N/A            N/A
- -----------------------------------------------------------------------
Short-Term Treasury                    5.34%          5.47%
- -----------------------------------------------------------------------
Intermediate-Term Treasury             5.83%          6.65%
- -----------------------------------------------------------------------
Long-Term Treasury                     6.07%          3.81%
- -----------------------------------------------------------------------
Inflation-Adjusted Treasury            N/A            2.45%
- -----------------------------------------------------------------------
Short-Term Government                  N/A            4.63%
- -----------------------------------------------------------------------
GNMA Fund                              5.40%          5.94%

(1) The inception dates are: Short-Term Treasury, Intermediate-Term Treasury and
GNMA, October 9, 1997; Long-Term Treasury, January 12, 1998;  Inflation-Adjusted
Treasury,  June 15, 1998; and Short-Term  Government,  July 8, 1998.  Government
Agency Money Market had not commenced operations as of the fiscal year end March
31, 1999.


    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 percentages or as dollar amounts and may be calculated for a single
investment,  a series of investments,  or a series of redemptions  over any time
period.  Total  returns may be broken down into their  components  of income and
capital  (including  capital gains and changes in share price) to illustrate the
relationship of these factors and their contributions to total return.

    The funds'  performance may be compared with the performance of other mutual
funds  tracked by mutual  fund rating  services or with other  indices of market
performance.  This may include  comparisons with funds that, unlike the 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 high-yield 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,  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 indices of stock market  performance;  and
indices and historical data supplied by major securities brokerage or investment
advisory



30                                              AMERICAN CENTURY INVESTMENTS



firms.  The funds  also may  utilize  reprints  from  newspapers  and  magazines
furnished by third parties to illustrate  historical  performance  or to provide
general information about the funds.

    From time to time,  the funds  may,  in  addition  to any other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost  averaging);  (2)  discussions  of general  economic
trends;  (3)  presentations of statistical data to supplement such  discussions;
(4)  descriptions of past or anticipated  portfolio  holdings for one or more of
the funds;  (5)  descriptions  of investment  strategies  for one or more of the
funds;  (6)  descriptions  or  comparisons  of various  savings  and  investment
products  (including,  but  not  limited  to,  qualified  retirement  plans  and
individual  stocks and  bonds),  which may or may not  include  the  funds;  (7)
comparisons of investment products (including the funds) with relevant market or
industry  indices  or other  appropriate  benchmarks;  (8)  discussions  of fund
rankings or ratings by recognized  rating  organizations;  and (9)  testimonials
describing  the  experience  of persons who have  invested in one or more of the
funds. The funds also may include calculations, such as hypothetical compounding
examples,  which describe  hypothetical  investment  results.  Such  performance
examples will be based on an express set of  assumptions  and are not indicative
of the performance of any of the funds.

    Pursuant to the Multiple Class Plan, the funds may issue additional  classes
of existing  funds or introduce  new funds with multiple  classes  available for
purchase.  To the extent a new class is added to an existing  fund,  the advisor
may, in compliance with SEC and NASD rules,  regulations and guidelines,  market
the new class of shares  using the  historical  performance  information  of the
original class of shares. When quoting performance information for the new class
of shares for  periods  prior to the first full  quarter  after  inception,  the
original class's performance will be restated to reflect the expenses of the new
class.  For  periods  after the  first  full  quarter  after  inception,  actual
performance of the new class will be used.


FINANCIAL STATEMENTS


    The financial  statements of the funds are included in the Annual Reports to
shareholders  for the fiscal year ended March 31, 1999.  The Annual  Reports are
incorporated herein by reference.  You may receive copies of the reports without
charge upon  request to American  Century at the address and  telephone  numbers
shown on the back cover of the Statement of Additional Information.



STATEMENT OF ADDITIONAL INFORMATION                                       31


MORE  INFORMATION  ABOUT  THE  FUNDS  IS  CONTAINED  IN THE  FUNDS'  ANNUAL  AND
SEMIANNUAL REPORTS.

Annual and Semiannual Reports


     These contain more information about the funds'  investments and the market
conditions  and investment  strategies  that  significantly  affected the funds'
performance  during the most recent  fiscal  period.  The annual and  semiannual
reports are  incorporated  by reference into this SAI. This means that these are
legally part of this SAI.

     You can receive  free copies of the annual and  semiannual  reports and ask
any questions about the funds and your accounts by contacting  American  Century
at the address or one of the telephone numbers listed below.


If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan
* a bank
* a broker-dealer
* an insurance company
* another financial intermediary

you can receive the annual and semiannual reports directly from them.


You also can get  information  about the funds from the  Securities and Exchange
Commission (SEC).


* In person                        SEC Public
                                   Reference Room
                                   Washington, D.C.
                                   Call 1-800-SEC-0330 for
                                   location and hours.

* On the Internet                  www.sec.gov

* By mail                          SEC Public
                                   Reference Section
                                   Washington, D.C.
                                   20549-6009
                                   (The SEC will charge a
                                   fee for copying the
                                   documents.)


Investment Company Act File No. 811-4363

- --------------------------------------------------------------------------------
[american century logo (reg.sm)]
American
Century

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

INVESTOR RELATIONS
1-800-345-2021 or 816-531-5575

WWW.AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE
1-800-345-8765

FAX
816-340-7962

TELECOMMUNICATIONS DEVICE FOR THE DEAF
1-800-634-4113 or 816-444-3485

BUSINESS; NOT-FOR-PROFIT AND
EMPLOYER-SPONSORED RETIREMENT PLANS
1-800-345-3533

SH-SAI-16707  9908


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