AMERICAN CENTURY PREMIUM RESERVES INC
497, 1997-01-15
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                       STATEMENT OF ADDITIONAL INFORMATION

                             [american century logo]
                                    American
                                  Century(sm)

                                SEPTEMBER 3, 1996
                             REVISED JANUARY 1, 1997

                                     BENHAM
                                    GROUP(R)

                                  Premium Bond
                           Premium Government Reserve
                             Premium Capital Reserve

                                 [front cover]



                       STATEMENT OF ADDITIONAL INFORMATION
                                SEPTEMBER 3, 1996
                             REVISED JANUARY 1, 1997

                     AMERICAN CENTURY PREMIUM RESERVES, INC.

     This Statement is not a prospectus  but should be read in conjunction  with
the  current  Prospectus  of  American  Century  Premium  Reserves,  Inc.  dated
September 3, 1996. Please retain this document for future  reference.  To obtain
the Prospectus, call American Century toll-free at 1-800-345-3533  (816-531-5575
for  international  calls), or write to P.O. Box 419385,  Kansas City,  Missouri
64141-6385.

TABLE OF CONTENTS

Investment Objectives of the Funds.............................................2
Selection of Investments.......................................................2
Investment Restrictions........................................................3
An Explanation of Fixed Income Securities Ratings..............................4
Forward Currency Exchange Contracts............................................5
Interest Rate Futures Contracts and Related Options............................6
Officers and Directors........................................................10
Management....................................................................11
Custodians....................................................................12
Independent Auditors..........................................................12
Capital Stock.................................................................12
Taxes.........................................................................13
Brokerage.....................................................................14
Performance Advertising.......................................................14
Redemptions in Kind...........................................................15
Holidays......................................................................16
Financial Statements..........................................................16

Statement of Additional Information                                            1



INVESTMENT OBJECTIVES OF THE FUNDS

     The  investment  objective  of each  series  of shares  issued by  American
Century Premium Reserves, Inc. is described on the cover page of the Prospectus.
In achieving its objective,  each fund must conform to certain policies, some of
which are  designated  in the  Prospectus  or in this  Statement  of  Additional
Information as "fundamental" and cannot be changed without shareholder approval.

     Neither the  Securities  and Exchange  Commission  nor any other federal or
state agency  participates in or supervises the management of the funds or their
investment practices or policies.

SELECTION OF INVESTMENTS

PREMIUM GOVERNMENT RESERVE

     The manager will invest the Premium  Government  Reserve  portfolio in debt
securities payable in U.S. currency.  Such securities must be obligations issued
or  guaranteed  by the U.S.  government  or its agencies and  instrumentalities,
including  repurchase  agreements for such  securities.  The manager  intends to
purchase  securities  that have quality and maturity  characteristics  that will
allow  Premium  Government  Reserve to be  designated as a money market fund and
enable it to maintain a stable offering price per share.

     The manager will invest the Premium  Government Reserve portfolio in direct
obligations of the United  States,  such as Treasury  bills,  Treasury notes and
U.S.  government  bonds,  that are supported by the full faith and credit of the
United States. The manager may also invest in agencies and  instrumentalities of
the  U.S.   government.   The   securities   of  some  of  such   agencies   and
instrumentalities  are  supported  by the  full  faith  and  credit  of the U.S.
Treasury;  others are  supported  by the right of the issuer to borrow  from the
Treasury;  still  others  are  supported  only by the  credit  of the  agency or
instrumentality.  Such  agencies  and  instrumentalities  include,  but  are not
limited to, the  Government  National  Mortgage  Association,  Federal  National
Mortgage  Association,  Federal  Home Loan  Mortgage  Corporation,  Student Loan
Marketing  Association,  Federal Farm Credit Banks, Federal Home Loan Banks, and
Resolution Funding Corporation. Purchase of such securities may be made outright
or on a when-issued basis and may be made subject to repurchase agreements.

PREMIUM CAPITAL RESERVE

     The manager  will  invest the Premium  Capital  Reserve  portfolio  in debt
securities payable in U.S.  currency.  Such securities may be obligations issued
or guaranteed by the U.S.  government or its agencies and  instrumentalities  of
the same  types and from the same  issuers as  described  above  under  "Premium
Government  Reserve."  In  addition,  Premium  Capital  Reserve  may  invest  in
obligations  issued by corporations and others. It also may invest in repurchase
agreements  for  all  of  such  securities.  The  manager  intends  to  purchase
securities  with quality and maturity  characteristics  that will allow  Premium
Capital  Reserve  to be  designated  as a money  market  fund and  enable  it to
maintain a stable offering price per share.

PREMIUM BOND

     The  manager  will  invest  the  Premium   Bond   portfolio  in  high-  and
medium-grade debt securities  payable in both U.S. and foreign  currencies.  The
fund may invest in  securities  that,  at the time of  purchase,  are rated by a
nationally  recognized  statistical rating organization or, if not rated, are of
equivalent  investment  quality as  determined  by the  management,  as follows:
short-term  notes  within  the  two  highest  categories;  corporate,  sovereign
government and municipal bonds within the four highest categories; securities of
the U.S. government and its agencies and  instrumentalities;  and other types of
securities  rated at least P-2 by Moody's or A-2 by S&P.  Premium  Bond may also
purchase  securities under repurchase  agreements as described in the Prospectus
and purchase and sell interest rate futures contracts and related options.  (See
"Interest Rate Futures Contracts and Related Options," page 6.)

     Premium Bond may buy and sell interest rate futures  contracts  relating to
debt securities ("debt futures," i.e., futures relating to debt securities,  and
"bond index  futures," i.e.,  futures  relating to indices on types or groups of
bonds) and write and buy put and call options  relating to interest rate futures
contracts for the purpose of hedging  against (i) declines or possible  declines
in the market  value of debt  securities  or (ii)  inability to  participate  in
advances in the

2                                                   American Century Investments



market values of debt securities at times when the fund is not fully invested in
long-term  debt  securities;  provided  that it may not purchase or sell futures
contracts or related options if immediately  thereafter the sum of the amount of
margin deposits on its existing futures  positions and premiums paid for related
options would exceed 5% of the fund's assets.

INVESTMENT COMPANY ACT RULE 2A-7

     Premium  Government  Reserve  and Premium  Capital  Reserve  each  operates
pursuant  to  Invest-ment  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 Directors  has adopted  procedures  designed to  stabilize,  to the
extent  reasonably  possible,  each fund's  price per share as computed  for the
purpose of sales and  redemptions at $1.00.  While the  day-to-day  operation of
each  fund  has  been  delegated  to  the  manager,   the  quality  requirements
established   by   the   procedures   limit    investments   to   certain   U.S.
dollar-denominated  instruments  that the  Board  of  Directors  has  determined
present  minimal credit risks and that have been rated in one of the two highest
rating categories as determined by a nationally  recognized  statistical  rating
organization or, in the case of an unrated security,  of comparable quality. The
procedures require review of each fund's portfolio holdings at such intervals as
are  reasonable in light of current market  conditions to determine  whether the
fund's net asset value calculated by using available market quotations  deviates
from the per-share  value based on amortized cost. The procedures also prescribe
the action to be taken if such deviation should occur.

INVESTMENT RESTRICTIONS

     Fundamental  policies  that may be changed only with  shareholder  approval
provide that no series of shares:

(1)  Intended to be designated as a money market fund shall invest more than 10%
     of its assets in illiquid investments,  while no non-money market series of
     shares shall invest more than 15% of its assets in illiquid investments.

(2)  Shall lend its  portfolio  securities  except to  unaffiliated  persons and
     subject to the rules and regulations  adopted under the Investment  Company
     Act of 1940. No such rules and regulations have been issued,  but it is the
     fund's  policy  that  such  loans  must  be  secured  continuously  by cash
     collateral maintained on a current basis in an amount at least equal to the
     market value of the securities loaned or by irrevocable  letters of credit.
     During the  existence  of the loan,  a fund must  continue  to receive  the
     equivalent  of  the  interest  and  dividends  paid  by the  issuer  on the
     securities  loaned and interest on the  investment of the  collateral;  the
     fund must have the right to call the loan and obtain the securities  loaned
     at any time on five days'  notice,  including the right to call the loan to
     enable the fund to vote the  securities.  To comply with the regulations of
     certain  state  securities  administrators,   such  loans  may  not  exceed
     one-third of the fund's net assets taken at market.

(3)  Shall,  with regard to 75% of its  portfolio,  purchase the security of any
     one issuer if such purchase  would cause more than 5% of a fund's assets at
     market  to be  invested  in the  securities  of such  issuer,  except  U.S.
     government securities,  or if the purchase would cause more than 10% of the
     outstanding  voting  securities  of any one  issuer  to be held in a fund's
     portfolio.  Note:  As a matter of  operating  policy and not a  fundamental
     policy, Premium Government Reserve and Premium Capital Reserve have elected
     to comply with Rule 2a-7 under the  Investment  Company Act, which requires
     diversification of 100% of their respective  portfolios,  not 75% as stated
     in this restriction.

(4)  Shall invest for control or for  management,  or concentrate its investment
     in a particular company or a particular  industry.  No more than 25% of the
     assets of a fund, exclusive of cash and U.S. government securities, will be
     invested in securities of any one industry.

(5)  Shall buy  securities  on margin or sell short (unless it owns or by virtue
     of its  ownership of other  securities  has the right to obtain  securities
     equivalent in kind and amount to the securities sold);  however, a fund may
     make margin deposits in connection with the use of any financial instrument
     or any transaction in securities permitted by its fundamental policies.

Statement of Additional Information                                            3



(6)  Shall invest in the  securities  of other  investment  companies  except by
     purchases in the open market involving only customary  brokers'  commission
     and no sales charges.

(7)  Shall issue any senior security.

(8)  Shall underwrite any securities.

(9)  Shall  purchase or sell  commodities  or  commodity  contracts  except that
     Premium Bond may, for non-speculative  purposes,  buy or sell interest rate
     futures  contracts on debt securities (debt futures and bond index futures)
     and related options.

(10) Shall  borrow  any  money,  except in an amount  not in excess of 5% of the
     total assets of the series,  and then only for emergency and  extraordinary
     purposes.  Note: This investment  restriction  does not prohibit escrow and
     collateral  arrangements  in  connection  with  investment in interest rate
     futures contracts and related options by Premium Bond.

     The Investment  Company Act imposes certain  additional  restrictions  upon
acquisition by the funds of securities issued by insurance  companies,  brokers,
dealers,  underwriters  or  investment  advisers,  and  upon  transactions  with
affiliated persons as therein defined.  It also defines and forbids the creation
of cross and circular ownership.

AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS

     As  described  in  the  Prospectus,   the  funds  invest  in  fixed  income
securities.  Those investments,  however,  are subject to certain credit quality
restrictions,  as noted in the Prospectus. The following is a description of the
rating categories referenced in the Prospectus disclosure.

     The following summarizes the highest four ratings used by Standard & Poor's
Corporation for bonds:

     AAA - This is the highest rating  assigned by S&P to a debt  obligation and
     indicates an extremely strong capacity to pay interest and repay principal.

     AA - Debt rated AA is  considered  to have a very  strong  capacity  to pay
     interest  and repay  principal  and differs from AAA issues only to a small
     degree.

     A - Debt rated A has a strong  capacity to pay interest and repay principal
     although it is somewhat more  susceptible to the adverse effects of changes
     in  circumstances  and  economic  conditions  than  debt in  higher-  rated
     categories.

     BBB - Debt rated BBB is  regarded  as having an  adequate  capacity  to pay
     interest and repay  principal  although it is somewhat more  susceptible to
     the adverse  effects of changes in  circumstances  and economic  conditions
     than debt in higher rated categories.

     To provide more detailed  indications of credit quality,  the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

     Commercial  paper  rated  A-1 by S&P  indicates  that the  degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety  characteristics  are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.

     The rating SP-1 is the highest  rating  assigned by S&P to municipal  notes
and  indicates  very strong or strong  capacity to pay  principal  and interest.
Those issues determined to possess overwhelming safety characteristics are given
a plus (+) designation.

     The  following   summarizes  the  highest  four  ratings  used  by  Moody's
Investors Service, Inc. for bonds:

     Aaa - Bonds that are rated Aaa are judged to be of the best  quality.  They
     carry the smallest degree of investment risk and are generally  referred to
     as  "gilt  edge."  Interest  payments  are  protected  by a large  or by an
     exceptionally  stable  margin and  principal  is secure.  While the various
     protective elements are likely to change, such changes as can be visualized
     are most  unlikely  to impair the  fundamentally  strong  position  of such
     issues.

     Aa - Bonds  that  are  rated Aa are  judged  to be of high  quality  by all
     standards.  Together  with the Aaa group they  comprise  what are generally
     known as high-grade bonds. They are rated lower than the best bonds because
     margins  of  protection  may  not  be as  large  as in Aaa  securities,  or
     fluctuation of protective  elements may be of greater  amplitude,  or there
     may be other elements present that make the long-term risks appear somewhat
     larger than in Aaa securities.

     A - Bonds that are rated A possess many favorable investment attributes and
     are to be  considered as upper  medium-grade  obligations.  Factors  giving
     security to principal and interest are considered ade-

4                                                   American Century Investments



     quate,  but  elements  may be  present  that  suggest a  susceptibility  to
     impairment sometime in the future.

     Baa - Bonds that are rated Baa are considered as  medium-grade  obligations
     (i.e.,  they are neither  highly  protected nor poorly  secured).  Interest
     payments and principal security appear adequate for the present but certain
     protective elements may be lacking or may be characteristically  unreliable
     over any great  length of time.  Such  bonds  lack  outstanding  investment
     characteristics and, in fact, have speculative characteristics as well.

     Moody's applies numerical  modifiers 1, 2 and 3 with respect to bonds rated
Aa, A and Baa. The  modifier 1 indicates  that the bond being rated ranks in the
higher end of its generic rating category;  the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of that generic
rating category.

     The rating Prime-1 or P-1 is the highest  commercial  paper rating assigned
by Moody's.  Issuers  rated  Prime-1 (or related  supporting  institutions)  are
considered to have a superior  capacity for  repayment of short-term  promissory
obligations.  Issuers rated Prime-2 or P-2 (or related supporting  institutions)
are considered to have a strong capacity for repayment of short-term  promissory
obligations.  This will normally be evidenced by many of the  characteristics of
issuers  rated  Prime-1 but to a lesser  degree.  Earnings  trends and  coverage
ratios,  while  sound,  will  be  more  subject  to  variation.   Capitalization
characteristics,  while  still  appropriated,  may be more  affected by external
conditions. Ample alternate liquidity is maintained.

     The following  summarizes the highest rating used by Moody's for short-term
notes and variable rate demand obligations:

     MIG-1;  VMIG-1 -  Obligations  bearing these  designations  are of the best
quality,   enjoying  strong  protection  by  established  cash  flows,  superior
liquidity  support  or  demonstrated   broad-based  access  to  the  market  for
refinancing.

FORWARD CURRENCY EXCHANGE CONTRACTS

     Premium Bond conducts its foreign currency exchange  transactions either on
a spot (i.e.,  cash) basis at the spot rate  prevailing in the foreign  currency
exchange market or through  entering into forward  currency  exchange  contracts
("forward contracts") to purchase or sell foreign currencies.

     The fund expects to use forward contracts under two circumstances:

(1)  When the manager  wishes to "lock in" the U.S.  dollar  price of a security
     when the fund is purchasing or selling a security  denominated in a foreign
     currency, the fund would be able to enter into a forward contract to do so;

(2)  When the manager believes that the currency of a particular foreign country
     may suffer a substantial  decline against the U.S.  dollar, a fund would be
     able to enter into a forward  contract to sell foreign currency for a fixed
     U.S. dollar amount  approximating the value of some or all of its portfolio
     securities denominated in such foreign currency.

     As to the first  circumstance,  when the fund  enters  into a trade for the
purchase  or sale of a security  denominated  in a foreign  currency,  it may be
desirable to establish (lock in) the U.S.  dollar cost or proceeds.  By entering
into  forward  contracts  in U.S.  dollars for the purchase or sale of a foreign
currency involved in an underlying security  transaction,  the fund will be able
to protect  itself  against a possible loss between trade and  settlement  dates
resulting from the adverse change in the  relationship  between the U.S.  dollar
and the subject foreign currency.

     Under the second circumstance,  when the manager believes that the currency
of a particular  country may suffer a substantial  decline  relative to the U.S.
dollar,  a fund could enter into a forward  contract to sell for a fixed  dollar
amount the amount in foreign  currencies  approximating the value of some or all
of its portfolio securities  denominated in such foreign currency. The fund will
place  cash or  high-grade  liquid  securities  in a separate  account  with its
custodian in an amount equal to the value of the forward  contracts entered into
under the  second  circumstance.  If the value of the  securities  placed in the
separate account  declines,  additional cash or securities will be placed in the
account on a daily basis so that the value of the  account  equals the amount of
the fund's commitments with respect to such contracts.

     The  precise  matching  of forward  contracts  in the amounts and values of
securities  involved  generally would not be possible since the future values of
such

Statement of Additional Information                                            5



foreign  currencies  will change as a  consequence  of market  movements  in the
values of those securities between the date the forward contract is entered into
and the date it matures.  Predicting  short-term  currency  market  movements is
extremely difficult, and the successful execution of short-term hedging strategy
is highly uncertain. The manager does not intend to enter into such contracts on
a regular basis.  Normally,  consideration of the prospect for currency parities
will be incorporated into the long-term  investment  decisions made with respect
to overall diversification strategies.  However, the manager believes that it is
important  to have  flexibility  to enter into such  forward  contracts  when it
determines that the fund's best interests may be served.

     Generally,  the fund will not enter into a forward  contract with a term of
greater  than one year.  At the maturity of the forward  contract,  the fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate  the  obligation to deliver the foreign
currency by purchasing an "offsetting"  forward  contract with the same currency
trader  obligating  the fund to purchase,  on the same maturity  date,  the same
amount of the foreign currency.

     It is impossible  to forecast  with absolute  precision the market value of
portfolio securities at the expiration of the forward contract.  Accordingly, it
may be necessary  for the fund to purchase  additional  foreign  currency on the
spot market (and bear the expense of such  purchase)  if the market value of the
security is less than the amount of foreign  currency  the fund is  obligated to
deliver and if a decision is made to sell the security and make  delivery of the
foreign currency the fund is obligated to deliver.

INTEREST RATE FUTURES CONTRACTS AND
RELATED OPTIONS

     Premium Bond may buy and sell interest rate futures  contracts  relating to
debt securities ("debt futures," i.e., futures relating to debt securities,  and
"bond index  futures," i.e.,  futures  relating to indices on types or groups of
bonds) and write and buy put and call options  relating to interest rate futures
contracts.

     The fund will not purchase or sell futures  contracts  and options  thereon
for  speculative  purposes  but rather only for the  purpose of hedging  against
changes in the market value of its portfolio securities or changes in the market
value  of  securities  that the  management  team  may  wish to  include  in the
portfolio  of the fund.  The fund may sell a future,  write a call or purchase a
put on a future if the  management  anticipates  that a general market or market
sector decline may adversely affect the market value of any or all of the fund's
holdings.  The fund may buy a future,  purchase a call or sell a put on a future
if the fund management  anticipates a significant  market advance in the type of
securities  it intends to purchase  for the fund's  portfolio at a time when the
fund  is not  invested  in  debt  securities  to  the  extent  permitted  by its
investment policies.  The fund may purchase a future or a call option thereon as
a temporary substitute for the purchase of individual securities, which may then
be purchased in an orderly fashion.  As securities are purchased,  corresponding
futures positions would be terminated by offsetting sales.

     The  "sale"  of a debt  future  means  the  acquisition  by the  fund of an
obligation to deliver the related debt securities (i.e., those called for by the
contract) at a specified  price on a specified  date.  The  "purchase" of a debt
future means the acquisition by the fund of an obligation to acquire the related
debt  securities at a specified  time on a specified  date. The "sale" of a bond
index future means the  acquisition  by the fund of an  obligation to deliver an
amount of cash equal to a specified  dollar amount times the difference  between
the index value at the close of the last trading day of the future and the price
at which the future is  originally  struck.  No  physical  delivery of the bonds
making up the index is  expected  to be made.  The  "purchase"  of a bond  index
future means the  acquisition  by the fund of an  obligation to take delivery of
such an amount of cash.

     Unlike  when  the  fund  purchases  or  sells a bond,  no  price is paid or
received by the fund upon the purchase or sale of a futures contract. Initially,
the fund will be required to deposit an amount of cash or securities  equal to a
varying  specified  percentage of the contract  amount.  This amount is known as
initial  margin.  Cash  held in the  margin  account  is not  income  producing.
Subsequent  payments,  called variation margin, to and from the broker,  will be
made on a daily basis as the price of the  underlying  debt  securities or index
fluctuates, making the futures contract

6                                                   American Century Investments



more or less  valuable,  a  process  known  as mark to the  market.  Changes  in
variation margin are recorded by the fund as unrealized net gains or losses.  At
any time  prior to  expiration  of the  future,  the fund may elect to close the
position by taking an  opposite  position  that will  operate to  terminate  its
position in the future. A final  determination of variation margin is then made;
additional  cash is  required to be paid by or released to the fund and the fund
realizes a loss or a gain.

     When the fund writes an option on a futures contract it becomes  obligated,
in return for the premium received,  to assume a position in a specified futures
contract  at a  specified  exercise  price  at any time  during  the term of the
option.  If the fund has written a call, it becomes obligated to assume a "long"
position in a futures contract, which means that it is required to take delivery
of the underlying securities. If it has written a put, it is obligated to assume
a "short" position in a futures contract.

     If the fund  writes an option on a futures  contract it will be required to
deposit initial and variation  margin pursuant to requirements  similar to those
applicable to futures contracts. Premiums received from the writing of an option
on a future are included in the initial margin deposit.

     For  options  sold,  the fund  will  segregate  cash or  high-quality  debt
securities  equal to the value of  securities  underlying  the option unless the
option is otherwise covered.

     The fund will  deposit in a  segregated  account  with its  custodian  bank
high-quality  debt  obligations  maturing  in one year or less,  or cash,  in an
amount equal to the  fluctuating  market value of long futures  contracts it has
purchased less any margin  deposited on its long  position.  It may hold cash or
acquire such debt obligations for the purpose of making these deposits.

     Changes in variation margin are recorded by the fund as unrealized gains or
losses.  Initial margin payments will be deposited in the fund's  custodian bank
in an account  registered  in the  broker's  name;  access to the assets in that
account may be made by the broker only under specified  conditions.  At any time
prior to expiration  of a futures  contract or an option  thereon,  the fund may
elect to close the position by taking an opposite  position that will operate to
terminate its position in the futures contract or option. A final  determination
of variation margin is made at that time; additional cash is required to be paid
by or released to it and it realizes a loss or gain.

     Although  futures  contracts by their terms call for the actual delivery or
acquisition of the underlying  securities or cash, in most cases the contractual
obligation is fulfilled  without having to make or take delivery.  The fund does
not  intend  to  make  or  take  delivery  of  the  underlying  obligation.  All
transactions  in futures  contracts  and  options  thereon  are made,  offset or
fulfilled  through a  clearinghouse  associated  with the  exchange on which the
instruments  are  traded.  Although  the fund  intends  to buy and sell  futures
contracts  only on  exchanges  where  there  appears  to be an active  secondary
market,  there is no assurance that a liquid secondary market will exist for any
particular futures contract at any particular time. In such event, it may not be
possible to close a futures  contract  position.  Similar market liquidity risks
occur with respect to options.

     The use of  futures  contracts  and  options  thereon to attempt to protect
against the market  risk of a decline in the value of  portfolio  securities  is
referred to as having a "short futures  position." The use of futures  contracts
and  options  thereon to attempt to protect  against the market risk that a fund
might not be fully  invested at a time when the value of the securities in which
it invests is increasing is referred to as having a "long futures position." The
fund must operate within certain  restrictions as to long and short positions in
futures  contracts  and options  thereon  under a rule adopted by the  Commodity
Futures Trading  Commission under the Commodity  Exchange Act to be eligible for
the exclusion  provided by the rule from  registration by the fund with the CFTC
as a "commodity  pool  operator" (as defined under the Commodity  Exchange Act),
and must  represent to the CFTC that it will operate  within such  restrictions.
Under these restrictions,  the fund will not, as to any positions, whether long,
short or a combination thereof, enter into futures contracts and options thereon
for which the  aggregate  initial  margins  and  premiums  exceed 5% of the fair
market value of the fund's assets after taking into account  unrealized  profits
and losses on options the fund has entered  into;  in the case of an option that
is   "in-the-money"   (as  defined  under  the  Commodity   Exchange  Act),  the
in-the-money amount may be excluded in

Statement of Additional Information                                            7



computing  such  5%.  (In  general,  a call  option  on a  futures  contract  is
in-the-money if the value of the futures contract that is the subject of the put
is exceeded by the strike  price of the put.) Under the  restrictions,  the fund
also must, as to short  positions,  use futures  contracts  and options  thereon
solely  for bona fide  hedging  purposes  within the  meaning  and intent of the
applicable provisions under the Commodity Exchange Act. As to its long positions
that are used as part of the fund's portfolio strategy and are incidental to the
fund's  activities in the  underlying  cash market,  the  "underlying  commodity
value" (see next page) of the fund's futures  contracts and options thereon must
not  exceed  the  sum of (i)  cash  set  aside  in an  identifiable  manner,  or
short-term U.S. debt obligations or other U.S. dollar-denominated, high-quality,
short-term  money market  instruments so set aside,  plus any funds deposited as
margin;  (ii) cash proceeds from existing  investments due in 30 days; and (iii)
accrued profits held at the futures  commission  merchant.  (There are described
above the segregated  accounts that a fund must maintain with its custodian bank
as to its  options  and  futures  contracts  activities  due to  Securities  and
Exchange Commission  requirements.  The fund will, as to its long positions,  be
required to abide by the more  restrictive of these SEC and CFTC  requirements.)
The underlying  commodity value of a futures contract is computed by multiplying
the size (dollar amount) of the futures  contract by the daily  settlement price
of the futures contract. For an option on a futures contract,  that value is the
underlying commodity value of the futures contract underlying the option.

     Since futures contracts and options thereon can replicate  movements in the
cash markets for the securities in which the fund invests without the large cash
investments  required for dealing in such markets,  they may subject the fund to
greater and more volatile risks than might  otherwise be the case. The principal
risks related to the use of such  instruments  are (i) the  correlation  between
movements in the market  price of the  portfolio  investment  (held or intended)
being hedged and in the price of the offsetting  futures  contract or option may
be  imperfect;  (ii) possible  lack of liquid  secondary  market for closing out
futures or options positions; (iii) the need for additional portfolio management
skills and techniques;  (iv) losses due to unanticipated market price movements;
and (v) the  bankruptcy  or failure  of a futures  commission  merchant  holding
margin deposits made by the fund and the fund's inability to obtain repayment of
all or part of such deposits. For a hedge to be completely effective,  the price
change of the hedging  instrument  should equal the price change of the security
being  hedged.  Such equal  price  changes are not always  possible  because the
investment underlying the hedging instrument may not be the same investment that
is being hedged.  The manager will attempt to create a closely correlated hedge,
but hedging  activity may not be  completely  successful in  eliminating  market
value  fluctuation.  The ordinary spreads between prices in the cash and futures
markets,  due to the differences in the natures of those markets, are subject to
the following factors, which may create distortions.  First, all participants in
the futures market are subject to margin deposit and  maintenance  requirements.
Rather than meeting additional margin deposit requirements,  investors may close
futures contracts through offsetting  transactions that could distort the normal
relationship between the cash and futures markets.  Second, the liquidity of the
futures market depends on  participants  entering into  offsetting  transactions
rather than making or taking delivery. To the extent participants decide to make
or take  delivery,  liquidity  in the  futures  market  could be  reduced,  thus
producing distortion.  Third, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin  requirements in
the securities market. Therefore,  increased participation by speculators in the
futures market may cause temporary price distortions.  Due to the possibility of
distortion, a correct forecast of general interest trends by fund management may
still not result in a successful transaction. The management may be incorrect in
its expectations as to the extent of various interest rate movements or the time
span within which the movements take place.

     The risk of imperfect  correlation between movements in the price of a bond
index future and movements in the price of the  securities  that are the subject
of the hedge increases as the composition of the fund's portfolio  diverges from
the  securities  included in the applicable  index.  The price of the bond index
future may move more than or less than the price of the securities being hedged.
If the price of the bond

8                                                   American Century Investments



index future moves less than the price of the securities that are the subject of
the  hedge,  the  hedge  will not be fully  effective,  but if the  price of the
securities being hedged has moved in an unfavorable direction, the fund would be
in a better  position  than if it had not  hedged  at all.  If the  price of the
securities being hedged has moved in a favorable direction,  this advantage will
be  partially  offset  by the  futures  contract.  If the  price of the  futures
contract  moves more than the price of the  security,  the fund will  experience
either a loss or a gain on the  futures  contract  that  will not be  completely
offset by movements in the price of the  securities  that are the subject of the
hedge. To compensate for the imperfect  correlation of movements in the price of
the  securities  being  hedged  and  movements  in the  price of the bond  index
futures,  the fund may buy or sell bond index futures in a greater dollar amount
than the dollar amount of securities  being hedged if the historical  volatility
of the  prices of such  securities  being  hedged  is less  than the  historical
volatility of the bond index. It is also possible that,  where the fund has sold
futures contracts to hedge its securities  against a decline in the market,  the
market  may  advance  and the  value of  securities  held in the  portfolio  may
decline. If this occurred, the fund would lose money on the futures contract and
also experience a decline in value in its portfolio securities.  However,  while
this could  occur for a brief  period or to a very small  degree,  over time the
value of a portfolio of debt  securities will tend to move in the same direction
as the market indices upon which the futures contracts are based.

     Where bond index futures are purchased to hedge against a possible increase
in the price of funds  before  the fund is able to invest  in  securities  in an
orderly fashion, it is possible that the market may decline instead; if the fund
then concludes not to invest in securities at that time because of concern as to
possible further market decline or for other reasons,  it will realize a loss on
the  futures  contract  that is not  offset by a  reduction  in the price of the
securities it had anticipated purchasing.

     The risks of  investment  in options on bond  indices  may be greater  than
options on  securities.  Because  exercises of bond index options are settled in
cash,  when the fund writes a call on a bond index it cannot  provide in advance
for its potential settlement obligations by acquiring and holding the underlying
securities.  The fund can offset  some of the risk of its  writing  position  by
holding a portfolio of bonds similar to those on which the  underlying  index is
based.  However,  the fund  cannot,  as a practical  matter,  acquire and hold a
portfolio containing exactly the same securities as the underlying index and, as
a result,  bears a risk that the value of the securities held will vary from the
value of the index.  Even if the fund could  assemble a portfolio  that  exactly
reproduced the composition of the underlying  index, it still would not be fully
covered from a risk standpoint  because of the "timing risk" inherent in writing
index  options.  When an index option is exercised,  the amount of cash that the
holder is  entitled  to receive is  determined  by the  difference  between  the
exercise  price  and the  closing  index  level on the date  when the  option is
exercised.  As with other kinds of options,  the fund, as the call writer,  will
not learn that it has been assigned an option until the next business day at the
earliest.  The time lag between  exercise and notice of assignment poses no risk
for the  writer of a covered  call on a  specific  underlying  security  because
there, the writer's obligation is to deliver the underlying security, not to pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying  security,  it  can  satisfy  its  settlement  obligation  by  simply
delivering  it, and the risk that its value may have declined since the exercise
date is borne by the exercising option holder.  In contrast,  even if the writer
of an index call holds  securities  that exactly  match the  composition  of the
underlying  index,  it will not be able to satisfy its assignment  obligation by
delivering  those  securities.  Instead,  it will be  required to pay cash in an
amount  based on the closing  index value on the exercise  date;  by the time it
learns  that  it  has  been  assigned,  the  index  may  have  declined  with  a
corresponding  decline in the value of its  portfolio.  This "timing risk" is an
inherent  limitation  on the  ability of index call  writers to cover their risk
exposure by holding securities positions.

     If the fund has  purchased  an index  option  and  exercises  it before the
closing index value for that day is  available,  it runs the risk that the level
of the underlying  index may  subsequently  change.  If such a change causes the
exercised option to fall out-of-the-money,  the fund will be required to pay the
difference between the

Statement of Additional Information                                            9



closing index value and the exercise  price of the option (times the  applicable
multiplier) to the assigned writer.

OFFICERS AND DIRECTORS

     The principal  officers and directors of the  corporation,  their principal
business  experience during the past five years, and their affiliations with the
fund's investment manager, American Century Investment Management,  Inc. and its
transfer agent, American Century Services Corporation,  are listed below. Unless
otherwise  noted,  the business address of each director and officer is American
Century Tower, 4500 Main Street,  Kansas City, Missouri 64111. All persons named
as officers of the Corporation also serve in similar  capacities for other funds
advised by the manager. Those directors that are "interested persons" as defined
in the Investment Company Act of 1940 are indicated by an asterisk(*).

     JAMES E.  STOWERS  JR.,*  Chairman of the Board and  Director;  Chairman of
the Board,  Director and controlling  shareholder of American Century Companies,
Inc., parent  corporation of American Century  Investment  Management,  Inc. and
American  Century  Services  Corporation;  Chairman of the Board and Director of
American  Century  Investment  Management,  Inc. and American  Century  Services
Corporation; father of James E. Stowers III.

     JAMES E. STOWERS III,*  President,  Chief  Executive  Officer and Director;
President,  Chief Executive  Officer and Director,  American Century  Companies,
Inc.  American  Century  Investment   Management,   Inc.  and  American  Century
Services Corporation.

     THOMAS A. BROWN,  Director;  2029 Wyandotte,  Kansas City, Missouri;  Chief
Executive  Officer,  Associated  Bearing Company,  a corporation  engaged in the
sale of bearings and power transmission products.

     ROBERT W. DOERING,  M.D., Director;  6420 Prospect,  Kansas City, Missouri;
general surgeon.

     D.  D.  (DEL)  HOCK,  Director;   1225  Seventeenth  Street  #900,  Denver,
Colorado;  Chairman,  President  and Chief  Executive  Officer,  Public  Service
Company of Colorado.

     LINSLEY L. LUNDGAARD,  Vice Chairman of the Board and Director; 18648 White
Wing Drive, Rio Verde,  Arizona;  retired;  formerly Vice President and National
Sales Manager, Flour Milling Division, Cargill, Inc.

     DONALD  H.  PRATT,  Director;  P.O.  Box  419917,  Kansas  City,  Missouri;
President, Butler Manufacturing Company.

     LLOYD T. SILVER  JR.,  Director;  2300 West 70th  Terrace,  Mission  Hills,
Kansas; President, LSC, Inc., manufacturer's representative.

     M.  JEANNINE  STRANDJORD,  Director;  908 West 121st  Street,  Kansas City,
Missouri; Senior Vice President and Treasurer, Sprint Corporation.

     WILLIAM M.  LYONS,  Executive  Vice  President,  Chief  Operating  Officer,
Secretary  and  General  Counsel;  Executive  Vice  President,  Chief  Operating
Officer  and  General  Counsel,  American  Century  Companies,   Inc.,  American
Century Investment Management, Inc. and American Century Services Corporation.

     ROBERT  T.  JACKSON,  Executive  Vice  President  and  Principal  Financial
Officer;  Executive Vice President and Treasurer,  American  Century  Companies,
Inc.,  American  Century  Investment  Management,   Inc.  and  American  Century
Services Corporation; formerly Executive Vice President, Kemper Corporation.

     MARYANNE ROEPKE,  CPA, Vice President,  Treasurer and Principal  Accounting
Officer; Vice President, American Century Services Corporation.

     PATRICK  A.  LOOBY,  Vice  President;  Vice  President,   American  Century
Services Corporation.

     MERELE A. MAY, Controller.

     C.  JEAN  WADE,  CPA,  Controller;  formerly,  accountant,  Baird,  Kurtz &
Dobson.

     The Board of  Directors  has  established  four  standing  committees,  the
Executive  Committee,  the Audit  Committee,  the  Compliance  Committee and the
Nominating Committee.

     Messrs.  Stowers Jr.,  Stowers III and Lundgaard  constitute  the Executive
Committee of the Board of Directors. The committee performs the functions of the
Board of Directors between meetings of the Board,  subject to the limitations on
its power set out in the  Maryland  General  Corporation  Law,  and  except  for
matters  required  by the  Investment  Company Act to be acted upon by the whole
Board.

     Messrs.   Lundgaard  (chairman),   Doering  and  Hock  and  Ms.  Strandjord
constitute the Audit  Committee.  The functions of the Audit  Committee  include
recommending  the engagement of the funds'  independent  accountants,  reviewing
the arrangements for and scope of the annual audit,  reviewing  comments made by
the independent accountants with respect to internal con-

10                                                  American Century Investments



trols and the considerations given or the corrective action taken by management,
and reviewing nonaudit services provided by the independent accountants.

     Messrs.  Brown  (chairman),  Pratt and  Silver  constitute  the  Compliance
Committee.  The  functions of the  Compliance  Committee  include  reviewing the
results of the funds' compliance  testing program,  reviewing  quarterly reports
from  the  manager  to  the  Board  regarding  various  compliance  matters  and
monitoring the implementation of the funds' Code of Ethics, including violations
thereof.

     The Nominating  Committee has as its principal role the  consideration  and
recommendation  of  individuals  for  nomination  as  directors.  The  names  of
potential  director  candidates  are drawn from a number of  sources,  including
recommendations  from members of the Board,  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.  The  members  of  the  nominating  committee  are  Messrs.  Pratt
(Chairman), Lundgaard and Stowers III.

     The  Directors of the  corporation  also serve as Directors for other funds
advised by the  manager.  Each  Director  who is not an  "interested  person" as
defined in the  Investment  Company Act  receives for service as a member of the
Board  of all six of such  investment  companies  an  annual  director's  fee of
$44,000,  and an additional fee of $1,000 per regular Board meeting attended and
$500 per special  Board and  committee  meeting  attended.  In  addition,  those
Directors who are not "interested  persons" who serve as chairman of a committee
of the Board of Directors receive an additional $2,000 for such services.  These
fees and  expenses are divided  among the six  investment  companies  based upon
their relative net assets.  Under the terms of the management agreement with the
manager, the funds are responsible for paying such fees and expenses.  Set forth
below is the aggregate  compensation paid for the periods indicated by the funds
and by the American  Century  family of funds as a whole to each Director who is
not an "interested person" as defined in the Investment Company Act.

                                     Aggregate         Total Compensation from
                                    Compensation        the American Century
Director                        from the corporation1     Family of Funds2
- --------------------------------------------------------------------------------
Thomas A. Brown                         $215                  $44,000
Robert W. Doering, M.D.                  212                   44,000
Linsley L. Lundgaard                     222                   46,000
Donald H Pratt                           186                   28,000
Lloyd T. Silver Jr.                      212                   44,000
Jeannine Strandjord                      210                   44,000
John M. Urie                             222                   46,000
- --------------------------------------------------------------------------------

1    Includes  compensation  actually paid by the corporation  during the fiscal
     year ended March 31, 1996.

2    Includes compensation paid by the fifteen investment company members of the
     American  Century  family of funds for the calendar year ended December 31,
     1995.

     Those Directors who are "interested  persons," as defined in the Investment
Company Act,  receive no fee as such for serving as a Director.  The salaries of
such individuals, who are also officers of the funds, are paid by the manager.

MANAGEMENT

     A description of the  responsibilities and method of compensation of funds'
investment manager, American Century Investment Management, Inc., appears in the
Prospectus under the caption "Management."

     During its most recent fiscal year, the management fees paid to the manager
were as follows:

                           Year Ended        Year Ended           Year Ended
Fund                     March 31, 1996    March 31, 1995       March 31, 1994
- --------------------------------------------------------------------------------
PREMIUM GOVERNMENT
  RESERVE
Management Fees            $     93,671       $   41,736         $    20,845
Average Net Assets           21,173,072        9,274,419           4,628,311

PREMIUM CAPITAL
  RESERVE
Management Fees            $    626,948       $  251,963         $   101,492
Average Net Assets          140,458,302       55,990,638          22,565,287

PREMIUM BOND
Management Fees            $     68,907       $   38,340         $    32,413
Average Net Assets           15,955,006        8,625,557           7,204,853
- --------------------------------------------------------------------------------

Statement of Additional Information                                           11



     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 (i) the funds'
Board of Directors or by the vote of a majority of outstanding votes (as defined
in the  Investment  Company  Act)  and  (ii) by the  vote of a  majority  of the
Directors  of the funds  who are not  parties  to the  agreement  or  interested
persons of the  manager,  cast in person at a meeting  called for the purpose of
voting on such approval.

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

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

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

     Certain  investments  may be  appropriate  for the funds and also for other
clients  advised by the manager.  Investment  decisions  for the funds and other
clients are made with a view to achieving their respective investment objectives
after  consideration of such factors as their current holdings,  availability of
cash for investment,  and the size of their investment  generally.  A particular
security may be bought or sold for only one client,  or in different amounts and
at  different  times for more than one but less than all  clients.  In addition,
purchases  or sales of the same  security may be made for two or more clients on
the same date.  Such  transactions  will be allocated  among clients in a manner
believed by the manager to be  equitable to each.  In some cases this  procedure
could have an adverse effect on the price or amount of the securities  purchased
or sold by a fund.

     In addition to managing the funds,  on August 1, 1996, the manager also was
acting as an  investment  advisor  to nine  institutional  accounts  and to five
registered  investment  companies American Century Mutual Funds, Inc.,  American
Century World Mutual Funds,  Inc.,  American Century Capital  Portfolios,  Inc.,
American Century Strategic Asset Allocations, Inc., and TCI Portfolios, Inc.

     American  Century  Services   Corporation   provides  physical  facilities,
including  computer  hardware  and software and  personnel,  for the  day-to-day
administration  of the funds and the  manager  pays  American  Century  Services
Corporation for such services.

     As  stated  in the  Prospectus,  all  of  the  stock  of  American  Century
Services Corporation and American Century Investment  Management,  Inc. is owned
by American Century Companies, Inc.

CUSTODIANS

     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 AUDITORS

     Ernst & Young LLP,  One Kansas City Place,  Kansas  City,  Missouri  64105,
serves as independent  auditors for the funds,  providing services including (1)
audit of the annual  financial  statements,  (2) assistance and  consultation in
connection  with SEC  filings  and (3) review of the annual  federal  income tax
return filed for the funds.

CAPITAL STOCK

     The funds' capital stock is described in the Prospectus  under the caption,
"Further Information About American Century."

     The corporation currently has three series of shares outstanding. the funds
may in the future issue one or more  additional  series of shares without a vote
of the  shareholders.  The assets  belonging  to each  series of shares are held
separately by the custodian and the shares of each series represent a beneficial
interest in

12                                                  American Century Investments



the  principal,  earnings and profits (or losses) of investment and other assets
held for that series.  Your rights as a shareholder  are the same for all series
of securities  unless  otherwise  stated.  Within their respective  series,  all
shares have equal redemption rights.  Each share, when issued, is fully paid and
non-assessable.  Each share, irrespective of series, is entitled to one vote for
each dollar of net asset value represented by such share on all questions.

     In  the  event  of  complete  liquidation  or  dissolution  of  the  funds,
shareholders  of each series of shares  shall be entitled to receive,  pro rata,
all of the assets less the liabilities of that series.

     As of June 30, 1996, the following shareholders held in excess of 5% of the
votes of the stated series of the corporation:

                          Shareholder and
Fund                      Percentage Held
- --------------------------------------------------------------------------------
Premium Capital           Chase Manhattan Bank
  Reserve                 as Trustee for CTS Corp.
                            Retirement & Savings Plan
                          New York, New York - 16.0%
                          United Missouri Bank
                          as Trustee for The Insilco
                          Corporation Employee
                          Thrift Plan Trust
                          Kansas City, Missouri - 16.3%

Premium                   Chase Manhattan Bank
  Government Reserve      as Trustee for
                          Newport Service Corporation
                          Money Purchase
                          Pension Trust - 12.8%
                          Twentieth Century
                          Companies, Inc.
                          Kansas City, Missouri - 5.0%

Premium Bond              Twentieth Century
                          Companies, Inc. - 15.3%
                          Chase Manhattan Bank
                          as Trustee for Old Dominion
                          401(k) Retirement
                          Plan Trust - 6.2%
                          United Missouri Bank
                          as Trustee for The Insilco
                          Corporation Employee
                          Thrift Plan Trust - 6.1%
- --------------------------------------------------------------------------------

     Other than the shares owned by American Century Companies,  Inc., ownership
of which company  could be  attributed to certain  officers and directors of the
corporation,  as  of  June  30,  1996,  the  shares  of  the  corporation  owned
beneficially  and of record by the officers and directors of the  corporation in
the aggregate were less than 1% of the shares offered by any fund.

TAXES

     Each fund intends to qualify under the Internal Revenue Code as a regulated
investment  company.  If they qualify,  they will not be subject to U.S. federal
income tax on net investment income and net capital gains, which are distributed
to its  shareholders  within  certain  time  periods  specified  in the Internal
Revenue  Code.  Amounts not  distributed  on a timely  basis would be subject to
federal and state corporate income tax and to a nondeductible 4% excise tax.

     Each fund intends to distribute annually all of its net ordinary income and
net capital gains.

     Distributions  from net investment income and net short-term  capital gains
are taxable to shareholders as ordinary income. The dividends received deduction
available to corporate  shareholders for dividends received from the corporation
will apply to  ordinary  income  distributions  only to the extent that they are
attributable to the  corporation's  dividend income from U.S.  corporations.  In
addition,  the dividends  received  deduction will be limited if the shares with
respect to which the dividends are received are treated as  debt-financed or are
deemed to have been held less than 46 days by a fund.

     Distributions from net long-term capital gains are taxable to a shareholder
as long-term  capital gains regardless of the length of time the shares on which
such  distributions  are  paid  have  been  held  by the  shareholder.  However,
shareholders  should note that any loss  realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term  capital  loss
to the extent of any  distribution of long-term  capital gain to the shareholder
with respect to such shares.

     Redemption  of shares of a fund will be a taxable  transaction  for federal
income tax purposes and shareholders will generally recognize gain or loss in

Statement of Additional Information                                           13



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

     In addition to the federal income tax consequences described above relating
to an  investment  in  shares  issued  by the  corporation,  there  may be other
federal, state or local tax considerations that depend upon the circumstances of
each  particular  investor.  Prospective  shareholders  are  therefore  urged to
consult  their tax  advisers  with respect to the effect of this  investment  on
their own situations.

BROKERAGE

     Under  the  terms of the  Management  Agreement  between  the funds and the
manager,  the manager has the  responsibility  for  determining  what securities
shall be purchased and sold and selecting the brokers or dealers to execute such
transactions. The manager seeks to obtain prompt execution of orders at the most
favorable prices or yields.

     Purchases are made directly from issuers,  underwriters,  broker-dealers or
banks. In many transactions, the selection of the broker-dealer is determined by
the  availability  of the desired  security  and its  offering  price.  In other
transactions,  the  selection  is a function of the  selection of market and the
negotiation  of  price,  as  well  as  the  broker-dealer's  general  execution,
operational and financial capabilities in the type of transaction involved.

     The manager receives statistical and other information and services without
cost from  brokers and  dealers.  The manager  evaluates  such  information  and
services,  together with all other  information that it may have, in supervising
and  managing  the funds.  Because  such  information  and  services may vary in
amount,  quality and  reliability,  their influence in selecting  brokers varies
from none to very substantial. The manager proposes to continue to place some of
the funds' brokerage  business with one or more brokers who provide  information
and services.

     The  brokerage  and research  services  received by the manager may be used
with  respect to one or more of the funds  and/or the other  funds and  accounts
over which it has  investment  discretion,  and not all of such  services may be
used by the manager in managing the  portfolios of the funds.  Such  information
and services  are in addition to and not in lieu of the services  required to be
performed by the manager. The manager does not utilize brokers that provide such
information  and  services  for the purpose of reducing the expense of providing
required services to the funds.

PERFORMANCE ADVERTISING

FUND PERFORMANCE

     Individual fund  performance  may be compared to various indices  including
the  Lehman  Brothers  Government  Corporate  Index,  the  Salomon  Bond  Index,
Donoghue's  Money Fund Average and Bank Rate Monitor National Index of 21/2-year
CD rates.

     Average  annual  total  return is  calculated  by  determining  each fund's
cumulative  total  return for the stated  period and then  computing  the annual
compound  return that would  produce the  cumulative  total return if the fund's
performance had been constant over that period. Cumulative total return includes
all elements of return,  including  reinvestment  of dividends and capital gains
distributions.

     The funds may also  advertise  average  annual total return over periods of
time other than one, five and 10 years and cumulative  total return over various
time periods.

     The yield of Premium  Government  Reserve  and Premium  Capital  Reserve is
calculated by measuring the income generated by an investment in the fund over a
seven-day period (net of fund expenses).  This income is then "annualized." That
is, the amount of income  generated by the investment over the seven-day  period
is assumed to be generated over each similar  period  throughout a full year and
is shown as a percentage of the investment.  The "effective yield" is calculated
in a similar manner but, when annualized, the income earned by the investment is
assumed to be reinvested.  The effective  yield will be slightly higher than the
yield because of the compounding effect of the assumed reinvestment.

14                                                  American Century Investments



     Based upon these methods of calculation,  the yield and effective yield for
Premium  Government Reserve and Premium Capital Reserve for the seven days ended
March 31, 1996, the last seven days of the fiscal year, were as follows:

- --------------------------------------------------------------------------------
                                                          Effective
Fund                                 Yield                  Yield
Premium Government Reserve           4.99%                  5.12%
Premium Capital Reserve              4.94                   5.07
- --------------------------------------------------------------------------------

     The  yield of  Premium  Bond is  calculated  by  adding  over a 30-day  (or
one-month)  period all  interest  and  dividend  income  (net of fund  expenses)
calculated on each day's market values,  dividing this sum by the average number
of fund shares  outstanding  during the period,  and  expressing the result as a
percentage  of the  fund's  share  price  on the  last  day  of the  30-day  (or
one-month) period.  The percentage is then annualized.  Capital gains and losses
are not  included in the  calculation.  The yield of Premium Bond for the 30-day
period ended March 31, 1996, was 6.14%.

     The funds may also elect to advertise  cumulative  total return and average
annual total return,  computed as described  above.  The cumulative total return
since  inception  is 17.58% and average  annual total return of Premium Bond for
the year ended March 31, 1996, was 11.53%.

ADDITIONAL PERFORMANCE COMPARISONS

     Investors  may  judge  the  performance  of the  funds by  comparing  their
performance to the  performance of other mutual funds or mutual fund  portfolios
with comparable  investment  objectives and policies through various mutual fund
or market  indices such as the EAFE(R)  Index and those  prepared by Dow Jones &
Co., Inc., Standard & Poor's Corporation, Shearson Lehman Brothers, Inc. and The
Russell 2000 Index, and to data prepared by Lipper  Analytical  Services,  Inc.,
Morningstar,  Inc. and the Consumer Price Index. Comparisons may also be made to
indices or data published in Money, Forbes,  Barron's,  The Wall Street Journal,
The New York Times, Business Week, Pensions and Investments, USA Today and other
similar  publications  or  services.  In  addition to  performance  information,
general  information about the funds that appears in a publication such as those
mentioned above or in the Prospectus under the heading "Performance Advertising"
may be included in advertisements and in reports to shareholders.

PERMISSIBLE ADVERTISING INFORMATION

     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 that have invested in one or more of the
funds. The funds may also include calculations, such as hypothetical compounding
examples, which describe hypothetical investment results in such communications.
Such performance examples will be based on an express set of assumptions and are
not indicative of the performance of any of the funds.

REDEMPTIONS IN KIND

     While the funds expect that, under normal conditions,  all redemptions will
be paid in cash, if the manager  determines  that it would be detrimental to the
best interests of a fund's remaining  shareholders to make payment in cash, that
fund may pay redemption proceeds in amounts in excess of $250,000 in whole or in
part by a distribution in kind of readily marketable securities.

     In  addition  to the policy just  mentioned,  the funds have  elected to be
governed by Rule 18f-1 under the Investment  Company Act,  pursuant to which the
funds are obligated to redeem shares solely in cash up

Prospectus                                   Information Regarding the Funds  15



to the  lesser of  $250,000  or 1% of the net asset  value of a fund  during any
90-day period for any one  shareholder.  Should  redemptions by any  shareholder
exceed such limitation,  the fund will have the option, subject to the necessary
finding by the manager stated above, of redeeming the excess in cash or in kind.
If shares are redeemed in kind, the redeeming  shareholder might incur brokerage
costs in  converting  the  assets  to cash.  The  securities  delivered  will be
selected  at the  sole  discretion  of the  manager.  Such  securities  will not
necessarily be representative of the entire portfolio and may be securities that
the manager regards as least desirable. The method of valuing securities used to
make  redemptions  in kind will be the same as the method of  valuing  portfolio
securities  described  in the  Prospectus  under the caption "How Share Price is
Determined,"  and such valuation will be made as of the same time the redemption
price is determined.

HOLIDAYS

     The funds do not determine the net asset value of their shares on days when
the New York Stock  Exchange  is closed.  Currently,  the  Exchange is closed on
Saturdays and Sundays and on holidays,  namely New Year's Day,  Presidents' Day,
Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,  Thanksgiving  and
Christmas.

FINANCIAL STATEMENTS

     The  financial  statements of the funds for the fiscal year ended March 31,
1996, are included in the Annual Report to shareholders  for that period,  which
is incorporated herein by reference. In addition, the funds' unaudited financial
statements  for the six months ended  September  30,  1996,  are included in the
Semiannual  Report to shareholders  which is  incorporated  herein by reference.
With respect to the unaudited  financial  statements  incorporated  herein,  all
adjustments, in the opinion of management,  necessary for a fair presentation of
the financial  position and results of operation for the periods  indicated have
been made.  The results of  operations of the funds for the  respective  periods
indicated are not necessarily indicative of the results for the entire year. You
may receive  copies of the Annual and  Semiannual  Reports  without  charge upon
request to the funds at the address and phone  number shown on the cover of this
Statement.

16                                                  American Century Investments



                                      NOTES

American Century Investments                                            Notes 17



P.O. Box 419385
Kansas City, Missouri
64141-6385

Person-to-person assistance:
1-800-345-3533 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-345-1833 or 816-753-0700

Fax: 816-340-4360

Internet: www.americancentury.com

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