AMERICAN CENTURY PREMIUM RESERVES INC
497, 1999-08-03
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AMERICAN CENTURY

Prospectus


Premium Government Reserve Fund
Premium Capital Reserve Fund
Premium Bond Fund


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


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[american century tree artwork]
                                                                 AUGUST 1, 1999
                                                                 INVESTOR CLASS


   THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO
                   TELLS YOU OTHERWISE IS COMMITTING A CRIME.

                     Distributed by Funds Distributor, Inc.


Dear Investor,

   Reading a prospectus  doesn't have to be a chore. We've done the hard work so
you can focus on what's  important--learning  about the funds and tracking  your
investments. Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

   Here's what you'll find:

   * The funds' primary investments and risks

   * A description of who may or may not want to invest in the funds

   * Fund performance, including returns for each year, best and worst quarters,
     and average annual returns compared to the funds' benchmarks

   * An overview of services available and ways to manage your accounts

   * Helpful tips and definitions of key investment terms

   Whether you're a current  investor or investing in mutual funds for the first
time, this prospectus will give you a clear  understanding  of the funds. If you
have questions, our Investor Relations Representatives are available weekdays, 7
a.m. to 7 p.m.,  and  Saturdays,  9 a.m. to 2 p.m.,  Central time. Our toll-free
number is 1-800-345-2021.  We look forward to helping you achieve your financial
goals.

                                Sincerely,

                                /s/Mark Killen
                                Mark Killen
                                Senior Vice President
                                American Century Investment Services, Inc.

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

American Century
  Investments

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


TABLE OF CONTENTS

An Overview of the Funds ..................................................    2

Fund Performance History ..................................................    3

Fees and Expenses .........................................................    4

Information about the Funds ...............................................    5
     Premium Government Reserve Fund
     Premium Capital Reserve Fund
     Premium Bond Fund

Basics of Fixed-Income Investing ..........................................    7

Management ................................................................   10

Investing with American Century ...........................................   13

Share Price and Distributions .............................................   17

Taxes .....................................................................   18

Financial Highlights ......................................................   19

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Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

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This symbol highlights special information and helpful tips.


                                    American Century Investments


AN OVERVIEW OF THE FUNDS


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?


Premium  Government  Reserve and Premium  Capital Reserve are money market funds
that seek to earn the highest level of current income while preserving the value
of your investment.

Premium  Bond seeks a high level of income by  investing  primarily in non-money
market DEBT SECURITIES.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?


A more detailed description of the funds' investment strategies and risks begins
on page 5.


Fund            Primary Investments                    Principal Risks
- --------------------------------------------------------------------------------
Premium         Very short-term U.S. government        Lower yield than
Government      securities                             longer-term or lower-
Reserve                                                quality securities

Premium         High-quality cash-equivalent           Lower yield than
Capital         securities of banks, governments       longer-term or lower-
Reserve         and corporations                       quality securities


Premium Bond    High- and medium-grade non-money       Interest rate, credit and
                market debt securities                 prepayment risk
- --------------------------------------------------------------------------------

As with all funds, at any given time, the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price  you  paid,  you will lose  money.  Although  Premium  Government
Reserve  and  Premium  Capital  Reserve  seek  to  preserve  the  value  of your
investment  at $1.00 per share,  it is  possible to lose money by  investing  in
them.


WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking current income

*  in the case of the money market funds,  more concerned with  preservation  of
   capital than long-term investment performance


*  seeking diversification by investing in a fixed-income mutual fund


*  comfortable with the funds' other investment risks

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  investing for long-term growth

*  looking for the added security of FDIC insurance

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DEBT  SECURITIES  include   fixed-income   investments  such  as  notes,  bonds,
commercial paper and Treasury bills. Very short-term debt securities (those with
maturities shorter than one year) are called money market instruments.

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An  investment  in the funds is not a bank  deposit,  and it is not  insured  or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency. Although the money market funds seek to preserve the value of
your investment at $1.00 per share, it is possible to lose money by investing in
them.


2        American Century Investments                            1-800-345-2021


FUND PERFORMANCE HISTORY


PREMIUM GOVERNMENT RESERVE FUND
PREMIUM CAPITAL RESERVE FUND
PREMIUM BOND FUND


Annual Total Returns(1)

The  following  bar chart shows the  performance  of the funds'  Investor  Class
shares for each full  calendar  year in the life of the fund.  It indicates  the
volatility of the funds' historical returns from year to year.

[chart data shown below]
                              1994     1995     1996     1997     1998
Premium Government Reserve    3.90     5.63     5.10     5.20     5.15
Premium Capital Reserve       3.97     5.70     5.16     5.31     5.29
Premium Bond                 -4.10    20.10     2.73     8.85     7.85


(1) As of June 30, 1999, the end of the most recent  calendar  quarter,  Premium
Government  Reserve's  year-to-date return was 2.23%;  Premium Capital Reserve's
year-to-date  return was  2.30%;  and  Premium  Bond's  year-to-date  return was
- -1.58%.


The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:


                                  Highest           Lowest
Premium Government Reserve        1.42% (2Q 1995)   0.69% (1Q 1994)
Premium Capital Reserve           1.43% (2Q 1995)   0.72% (1Q 1994)
Premium Bond                      6.82% (2Q 1995)  -3.47% (1Q 1994)


Average Annual Returns


The  following  table  shows the  average  annual  total  returns  of the funds'
Investor  Class shares for the periods  indicated.  The benchmarks are unmanaged
indices  that  have  no  operating  costs  and are  included  in the  table  for
performance comparison.

For the  calendar  year ended  December  31, 1998
                                            1 year    5 years    Life of Fund(1)
- --------------------------------------------------------------------------------
Premium  Government Reserve                  5.15%      4.99%       4.69%
90 - Day Treasury Bill Index                 4.50%      4.95%       4.70%

Premium Capital Reserve                      5.29%      5.09%       4.78%
90 - Day Treasury Bill Index                 4.50%      4.95%       4.70%

Premium Bond                                 7.85%      6.79%       6.70%
Lehman Aggregate Bond Index                  8.69%      7.27%       7.27%


(1) The inception date for the funds is April 1, 1993.

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The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.


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For  current  performance  information,  including  yields,  please  call  us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.



    www.americancentury.com                    American Century Investments    3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

*  to exchange into the Investor Class shares of other American Century funds

*  to redeem your shares

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the funds.

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                              Management    Distribution and        Other          Total Annual Fund
                              Fee           Service (12b-1) Fees    Expenses(1)    Operating Expenses

<S>                           <C>                                   <C>            <C>
Premium Government Reserve    0.45%         None                    0.00%          0.45%
Premium Capital Reserve       0.45%         None                    0.00%          0.45%
Premium Bond                  0.45%         None                    0.00%          0.45%
</TABLE>

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.

EXAMPLE


The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .


*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

*  earn a 5% return each year

*  incur the same operating expenses as shown above


 . . . your cost of investing in the fund would be:


                               1 year    3 years    5 years    10 years
Premium Government Reserve     $46       $144       $252       $566
Premium Capital Reserve        $46       $144       $252       $566
Premium Bond                   $46       $144       $252       $566

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Use this example to compare the costs of  investing  in other funds.  Of course,
your actual costs may be higher or lower.


4        American Century Investments                            1-800-345-2021


INFORMATION ABOUT THE FUNDS


PREMIUM GOVERNMENT RESERVE FUND
PREMIUM CAPITAL RESERVE FUND
PREMIUM BOND FUND


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Premium  Government  Reserve and Premium  Capital Reserve are money market funds
that seek to earn the highest level of current income while preserving the value
of your investment.

Premium  Bond seeks a high level of income by  investing  primarily in non-money
market debt securities.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

Premium Government Reserve

Premium   Government   Reserve  invests  in  very  short-term  U.S.   government
securities.  These  securities  may  include  direct  obligations  of the United
States,  such as  Treasury  bills,  notes  and  bonds.  They  may  also  include
obligations,  such as  mortgage-related  securities,  issued  or  guaranteed  by
agencies and instrumentalities of the U.S. government.

Premium Capital Reserve

Premium  Capital Reserve invests in  HIGH-QUALITY,  cash-equivalent  securities.
These  securities  include  the  kinds of U.S.  government  securities  in which
Premium  Government  Reserve may invest as well as short-term bank and corporate
obligations that are payable in U.S. dollars.

Premium Bond

Premium Bond invests primarily in high- and medium-grade,  non-money market debt
securities.   These  securities,  which  may  be  payable  in  U.S.  or  foreign
currencies,  may include  corporate bonds and notes,  government  securities and
securities  backed by mortgages or other assets.  Shorter-term  debt  securities
round out the portfolio.

The fund invests most of its assets in QUALITY debt securities.  However,  up to
15% of the  fund's  assets  may be  invested  in  securities  rated in the fifth
highest  category  by an  independent  rating  agency,  or  determined  to be of
comparable quality by the advisor.  Corporations  usually issue these securities
to finance existing operations or expand their businesses.

The WEIGHTED AVERAGE MATURITY of the fund's portfolio must be three and one-half
years or longer.  During periods of rising interest rates, the fund managers may
adopt a shorter  portfolio  maturity in order to reduce the effect of bond price
declines on the fund's value.  When  interest  rates are falling and bond prices
are rising, they may adopt a longer portfolio maturity.


For more information  about the funds' credit quality standards and about credit
risk, please see "Basics of Fixed-Income Investing" beginning on page 7.


Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

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A  HIGH-QUALITY  debt security is one that has been  determined to be in the top
two credit quality categories.  A QUALITY, or investment-grade,  security is one
that has been determined to be in the top four credit quality  categories.  This
can be established in a number of ways. For example, independent rating agencies
may rate the security in their higher rating categories. The funds' advisor also
can  analyze an unrated  security  to  determine  if its credit  quality is high
enough for  investment.  The details of the funds' credit quality  standards are
described in the Statement of Additional Information.

WEIGHTED AVERAGE MATURITY is described in more detail under "Basics of
Fixed-Income Investing."


       www.americancentury.com                 American Century Investments    5


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

Premium Government Reserve
Premium Capital Reserve

Because very short-term  U.S.  government  securities and other  cash-equivalent
securities are among the safest securities  available,  the interest they pay is
among the lowest for income-paying securities.  Accordingly,  the yield on these
funds  will  likely  be  lower  than  funds  that  invest  in   longer-term   or
lower-quality securities.

Premium Bond

When  interest  rates  change,  Premium  Bond's  share  value will be  affected.
Generally,  when interest rates rise,  the fund's share value will decline.  The
opposite is true when interest rates decline.  This interest rate risk is higher
for Premium Bond than for funds that have shorter weighted  average  maturities,
such as money market and short-term bond funds.


Although  most  of  the  securities  purchased  by the  fund  are  quality  debt
securities  at the time of  purchase,  the fund may invest part of its assets in
securities rated in the lowest  investment-grade  category (e.g., BBB) and up to
15% of its assets in securities  rated in the fifth  category  (e.g.,  BB). As a
result, the fund has some credit risk.  Although they are considered  investment
grade,  issuers of BBB-rated  securities (and securities of similar quality) are
more likely to have problems making interest and principal payments than issuers
of higher-rated  securities.  Issuers of BB-rated  securities (and securities of
similar  quality)  are  considered  even more  vulnerable  to adverse  business,
financial  or  economic  conditions  that could lead to  difficulties  in making
timely payments of principal and interest.

The fund may invest in debt  securities  backed by  mortgages  or assets such as
credit card receivables.  These underlying obligations may be prepaid, as when a
homeowner  refinances a mortgage to take advantage of declining  interest rates.
If so, the fund must reinvest  prepayments at current  rates,  which may be less
than the rate of the prepaid mortgage. Because of this prepayment risk, the fund
may benefit less from declining  interest  rates than funds of similar  maturity
that invest less heavily in mortgage- and asset-backed securities.


The fund's share value will  fluctuate.  In general,  the funds that have higher
potential  income have higher potential loss. If you sell your shares when their
value is less than the price you paid, you will lose money.


6        American Century Investments                             1-800-345-2021



BASICS OF FIXED-INCOME INVESTING

DEBT SECURITIES


When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
debt  security is first sold by the  issuer,  it may be bought and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation, liquidity and credit quality.


The fund managers decide which debt securities to buy and sell by

*  determining which securities help a fund meet its maturity requirements

*  eliminating securities that do not satisfy a fund's credit quality standards

*  evaluating the current economic conditions and assessing the risk of
   inflation

*  evaluating special features of the securities that may make them more or less
   attractive

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.


Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining  maturities of all of the debt  securities the fund
owns to evaluate the interest rate  sensitivity  of the entire  portfolio.  This
average is weighted according to the size of the fund's individual  holdings and
is called WEIGHTED AVERAGE MATURITY. The following chart shows how fund managers
would  calculate  the weighted  average  maturity for a fund that owned only two
debt securities.

                      Amount of          Percent of    Remaining     Weighted
                      Security Owned     Portfolio     Maturity      Maturity
Debt Security A       $100,000           25%            1,000 days     250 days
Debt Security B       $300,000           75%           10,000 days   7,500 days
Weighted Average Maturity                                            7,750 days


TYPES OF RISK

The basic types of risk that the funds face are described below.

Interest Rate Risk


Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  When interest rates fall, the prices of most debt securities  rise;
when interest  rates rise,  prices fall.  Because the funds invest  primarily in
debt securities, changes in interest rates will affect the funds' performance.

The degree to which interest rate changes affect a fund's performance varies and
is related to the weighted  average  maturity of a particular fund. For example,
when  interest  rates rise,  you can expect the share value of a long-term  bond
fund to fall more than that of a  short-term  bond fund.  When rates  fall,  the
opposite is true.  This  sensitivity to interest rate changes is called interest
rate risk.



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The longer a fund's  weighted  average  maturity,  the more  sensitive  it is to
changes in interest rates.

WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio.



         www.americancentury.com               American Century Investments    7


When interest rates change, longer maturity bonds experience a greater change in
price.  The following  table shows the effect of a 1% increase in interest rates
on the price of 7% coupon bonds of differing maturities:


Remaining    Current    Price After    Change
Maturity     Price      1% Increase    in Price
1 year       $100.00    $99.06          -0.94%
3 years      $100.00    $97.38          -2.62%
10 years     $100.00    $93.20          -6.80%
30 years     $100.00    $88.69         -11.31%


Credit Risk

Credit risk is the risk that an obligation won't be paid and a loss will result.
A high  credit  rating  indicates  a high  degree of  confidence  by the  rating
organization  that  the  issuer  will  be able to  withstand  adverse  business,
financial or economic  conditions  and be able to make  interest  and  principal
payments on time.  Generally,  a lower credit rating indicates a greater risk of
non-payment.  A lower rating also may indicate that the issuer has a more senior
series of debt  securities,  which  means that if the  issuer  has  difficulties
making  its  payments,  the  more  senior  series  of debt is  first in line for
payment.


It's not as simple as buying the  highest-rated  debt securities.  Higher credit
ratings   usually  mean  lower  interest  rates,  so  investors  often  purchase
securities that aren't the highest rated to increase return. If a fund purchases
lower-rated securities, it has assumed additional credit risk.

The following  chart provides a general  illustration  of the authorized  credit
quality ranges for the funds offered by this Prospectus. Although the chart only
reflects securities ratings provided by Moody's and Standard & Poor's, the funds
may also rely on  comparable  ratings  provided by other  nationally  recognized
securities rating organizations.


[chart data shown below]
INVESTMENT GRADE                    NON-INVESTMENT GRADE
             A-1             A-2      A-3
             P-1             P-2      P-3
           MIG-1           MIG-2    MIG-3
            SP-1            SP-2     SP-3
     AAA      AA      A      BBB       BB     B     CCC     CC     C     D
========  Premium Government Reserve
================  Premium Capital Reserve
=========================================  Premium Bond



Securities rated in one of the highest two categories by a nationally recognized
securities rating  organization are considered "high quality." Although they are
considered high quality,  an investment in these  securities still involves some
credit risk because a AAA rating is not a guarantee  of payment.  For a complete
description of the ratings  system and an  explanation of certain  exceptions to
the  guidelines  reflected  in  the  chart,  see  the  Statement  of  Additional
Information.  The  funds'  credit  quality  restrictions  apply  at the  time of
purchase;  the funds will not necessarily sell securities if they are downgraded
by a rating agency.


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Credit quality may be lower when the issuer has


* a high debt level
* a short operating history
* a senior level of debt
* a difficult, competitive environment
* less stable cash flow


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The Statement of Additional Information provides a detailed description of these
securities ratings.


8        American Century Investments                             1-800-345-2021


Liquidity Risk


Debt securities can become  difficult to sell, or less liquid,  for a variety of
reasons,  such as lack of an active trading market.  The chance that a fund will
have liquidity issues is called liquidity risk.


Inflation Risk


The safest investments usually have the lowest potential income and performance.
However,  returns  from  these  investments  may fail to  significantly  outpace
inflation.  Even if the value of your  investment has not gone down,  your money
will  not  be  worth  as  much  as  if  there  had  been  no   inflation.   Your
after-inflation return may be quite small. This risk is called inflation risk.


The funds  engage in a variety of  investment  techniques  as they pursue  their
investment objectives. Each technique has its own characteristics,  and may pose
some  level of risk to the funds.  If you would  like to learn more about  these
techniques,  you should review the Statement of  Additional  Information  before
making an investment.


     www.americancentury.com                   American Century Investments    9


MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

THE BOARD OF DIRECTORS

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

THE INVESTMENT ADVISOR

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.


For the  services it provided to the funds  during the most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Investor  Class shares of each fund. The amount of the
management fee is calculated on a class-by-class basis daily and paid monthly.

The Statement of Additional  Information contains detailed information about the
calculation  of the  management  fee.  Out of that  fee,  the  advisor  paid all
expenses of managing and operating the funds except brokerage  expenses,  taxes,
interest,  fees and  expenses  of the  independent  directors  (including  legal
counsel fees), and extraordinary  expenses.  A portion of the management fee may
be  paid by the  funds'  advisor  to  unaffiliated  third  parties  who  provide
recordkeeping and  administrative  services that would otherwise be performed by
an affiliate of the advisor.


Management Fees Paid by the Fund to the Advisor as a Percentage of Average
Net Assets for the Most Recent Fiscal Year Ended March 31, 1999
- --------------------------------------------------------------------------------
Premium Government Reserve                                                0.45%
Premium Capital Reserve                                                   0.45%
Premium Bond                                                              0.45%


10        American Century Investments                           1-800-345-2021


THE FUND MANAGEMENT TEAMS

The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and to discuss purchase and sale activity.  Team members buy and sell securities
for a fund as they  see fit,  guided  by the  fund's  investment  objective  and
strategy.

The portfolio manager who leads each team is identified below:

Premium Government Reserve


BETH BUNNELL HUNTER

Ms.  Hunter,  Portfolio  Manager,  has been a member  of the team  that  manages
Premium Government Reserve since joining American Century in July 1999. Prior to
joining American Century,  she worked for Calvert Asset Management  Company as a
Portfolio Trading Analyst from 1994 to 1996 and as a Portfolio Manager from 1996
to  June  1999.   She  has  a   bachelor   of  arts  from  the   University   of
Washington-Seattle.


DENISE TABACCO

Ms.  Tabacco,  Portfolio  Manager,  has been a member of the team  that  manages
Premium  Government  Reserve since November 1995. She joined American Century in
1988,  becoming  a  member  of its  portfolio  department  in  1991.  She  has a
bachelor's  degree in accounting  from San Diego State  University and an MBA in
finance from Golden Gate University.

Premium Capital Reserve

JOHN T. WALSH


Mr. Walsh, Portfolio Manager, has been a member of the team that manages Premium
Capital  Reserve  since  May  1997.  He joined  American  Century  in 1996 as an
Investment Analyst. Prior to joining American Century, he served as an Assistant
Vice President and an Analyst at First Interstate Bank, Los Angeles, California,
from July 1993 to January  1996.  He has a bachelor's  degree in marketing  from
Loyola Marymount and an MBA in finance from Creighton University.


Premium Bond

JEFFREY L. HOUSTON


Mr.  Houston,  Portfolio  Manager,  has been a member of the team  that  manages
Premium  Bond  since  June  1995.  He  joined  American  Century  in  1990 as an
Investment  Analyst and was  promoted  in 1994 to  Portfolio  Manager.  He has a
bachelor  of arts  from the  University  of  Delaware  and an MPA from  Syracuse
University. He is a Chartered Financial Analyst.


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CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.


   www.americancentury.com                   American Century Investments    11


FUNDAMENTAL INVESTMENT POLICIES


Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.


YEAR 2000 ISSUES

Many of the world's  computer  systems were originally  programmed in a way that
prevented   them  from  properly   recognizing   or  processing   date-sensitive
information  relating to the Year 2000 and beyond.  Because  this may impact the
computer  systems of various  American  Century-affiliated  and external service
providers  for the  funds,  American  Century  formally  initiated  a Year  2000
readiness  project in July 1997.  It involves a team of  information  technology
professionals  assisted  by outside  consultants  and  guided by a  senior-level
steering committee.  The team's goal is to assess the impact of the Year 2000 on
American Century's systems,  renovate or replace  noncompliant  critical systems
and test  those  systems.  In  addition,  the team has been  working  to  gather
information  about the Year 2000  efforts  of the  funds'  other  major  service
providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  funds'  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer problems. Foreign issuers, especially those in emerging markets, may be
more  susceptible  to such  problems than U.S.  issuers.  These  problems  could
negatively  affect the value of the issuers'  securities,  which, in turn, could
impact the funds'  performance.  The advisor has established a process to gather
publicly  available  information about the Year 2000 readiness of these issuers.
However,  this  process  may  not  uncover  all  relevant  information,  and the
information  gathered may not be complete and  accurate.  Moreover,  an issuer's
Year 2000  readiness is only one of many factors the fund  managers may consider
when making investment decisions, and other factors may receive greater weight.


12        American Century Investments                           1-800-345-2021


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.


WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE

[telephone icon]

Investor Relations
1-800-345-2021

Business, Not-For-Profit and
Employer-Sponsored Retirement Plans
1-800-345-3533

Automated Information Line
1-800-345-8765

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us or use our  Automated  Information  Line if you  have  authorized  us to
invest from your bank account.

SELL SHARES

Call an Investor Relations Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX

[envelope icon]

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

Fax
816-340-7962

OPEN AN ACCOUNT


Send a  signed,  completed  application  and  check or money  order  payable  to
American Century Investments.


EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

Send us written  instructions to sell shares or send us a redemption  form. Call
an Investor Relations Representative to request a form.

- --------------------------------------------------------------------------------
ONLINE

[computer icon]

www.americancentury.com

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

Make an additional  investment into an established  American  Century account if
you have authorized us to invest from your bank account.

SELL SHARES

Not available.


   www.americancentury.com                   American Century Investments    13


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

To reduce expenses and demonstrate respect for our environment,  we will deliver
most financial  reports,  prospectuses and account statements to households in a
single  envelope,  even if the accounts are registered under different names. If
you would like  additional  copies of  financial  reports  and  prospectuses  or
separate mailing of account statements, please call us.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.

- --------------------------------------------------------------------------------
BY WIRE

[wire machine icon]


[artwork of finger pointing]
Please  remember that if you request  redemptions  by wire, $10 will be deducted
from the amount redeemed. Your bank also may charge a fee.


OPEN AN ACCOUNT


Call us to set up your  account or mail a completed  application  to the address
provided in the "By mail" section and give your bank the following information

* Our bank information:
       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918


* The fund name

* Your American Century account number+

* Your name

* The contribution year (for IRAs only)

+ For additional investments only


MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not applicable.
- --------------------------------------------------------------------------------
AUTOMATICALLY

[circle of arrows icon]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written  instructions to set up an automatic exchange of shares from one
American Century account to another.

MAKE ADDITIONAL INVESTMENTS

With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.

SELL SHARES


You may sell shares  automatically  by establishing  Check-A-Month  or Automatic
Redemption plans.
- --------------------------------------------------------------------------------
IN PERSON


[person icon]


If you prefer to handle your  transactions in person,  visit one of our Investor
Centers  and a  representative  can help you open an  account,  make  additional
investments, and sell or exchange shares.

4500 Main St.
Kansas City, Missouri
8 a.m. to 5:30 p.m., Monday - Friday


1665 Charleston Road
Mountain View, California
8 a.m. to 5 p.m., Monday - Friday

4917 Town Center Drive
Leawood, Kansas
8 a.m. to 6 p.m., Monday - Friday
8 a.m. to noon, Saturday

9445 East County Line Road, Suite A
Englewood, Colorado
8 a.m. to 6 p.m., Monday - Friday
8 a.m. to noon, Saturday


14        American Century Investments                           1-800-345-2021


MINIMUM INITIAL INVESTMENT AMOUNTS


To open an account, the minimum investments are:
- ------------------------------------------------
Individual or Joint              $100,000
Traditional IRA                  $100,000
Roth IRA                         $100,000
UGMA/UTMA                        $100,000
403(b)                           $100,000
Qualified Retirement Plan        $100,000


REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your  redemption  activity  causes  your  account  balance  to fall below the
minimum initial  investment  amount,  we will notify you and give you 90 days to
meet the minimum. If you do not meet the deadline,  American Century will redeem
the shares in the account and send the proceeds to your address of record.

ABUSIVE TRADING PRACTICES

We do not permit market timing or other abusive trading practices in our funds.


Excessive,  short-term  (market timing) or other abusive  trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay delivery of your redemption proceeds -- up to seven days -- or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities, we will value the securities selected by the fund managers in the
same manner as we do in  computing  the fund's net asset  value.  We may provide
these securities in lieu of cash without prior notice.


If your  redemption  would  exceed  this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.


   www.americancentury.com                   American Century Investments    15



INVESTING THROUGH FINANCIAL INTERMEDIARIES


If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments


Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statement  of  Additional  Information  are  available  from  your
intermediary or plan sponsor.


Certain  financial   intermediaries  perform  recordkeeping  and  administrative
services  for their  clients  that would  otherwise  be  performed  by  American
Century's transfer agent. In some  circumstances,  American Century will pay the
service provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.


American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on their behalf up to the time at which
the net asset value is determined.  If those orders are  transmitted to American
Century and paid for in accordance with the contract, they will be priced at the
net asset  value next  determined  after your  request is  received  in the form
required by the intermediary on a fund's behalf.



[left margin]

[artwork of finger pointing]
Financial intermediaries include banks, broker-dealers,  insurance companies and
investment advisors.


16        American Century Investments                           1-800-345-2021


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines  the NET ASSET  VALUE (NAV) of the funds as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time)  each day the  Exchange  is open.  On days when the  Exchange  is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.


The portfolio securities of the money market funds are valued at amortized cost.
This  means  that  the  securities  are  initially  valued  at their  cost  when
purchased. After the initial purchase, the difference between the purchase price
and the known  value at  maturity  will be  reduced  at a  constant  rate  until
maturity. This valuation will be used regardless of the impact of interest rates
on the market value of the security.  The Board has adopted procedures to ensure
that this type of pricing is fair to the funds' shareholders.

If current  market  prices of  securities  owned by Premium Bond are not readily
available from an independent  pricing service,  the advisor may determine their
fair  value  in  accordance  with  procedures  adopted  by the  fund's  Board of
Directors.


We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.

DISTRIBUTIONS


Federal tax laws require the funds to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest  received as well as CAPITAL GAINS realized on
the sale of  investment  securities.  The funds declare  distributions  from net
income daily and pay these distributions monthly. Premium Government Reserve and
Premium Capital Reserve declare and pay  distributions  of net realized  capital
gains,  if any,  in the  same  manner  as  income  distributions.  Premium  Bond
generally pays  distributions of capital gains, if any, once a year in December.
A fund may make more frequent distributions if necessary to comply with Internal
Revenue Code provisions.


You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.


[left margin]

The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.


   www.americancentury.com                   American Century Investments    17


TAXES


The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from distributions by the funds of dividend and interest income they have
received  or  capital  gains  they  have  generated   through  their  investment
activities.  Tax consequences also result from sales of fund shares by investors
after the net asset value has increased or decreased.

Tax-Deferred Accounts

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions


Fund  distributions  may consist of income earned by the funds from sources such
as dividends and  interest,  or capital  gains  generated  from the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:


Type of                     Tax Rate for            Tax Rate for
Distribution                15% Bracket             28% Bracket or above
- --------------------------------------------------------------------------------
Short-term capital gains    Ordinary income rate    Ordinary income rate
Long-term capital gains     10%                     20%


The tax status of any  distributions  of capital gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund  or  whether  you  reinvest  your  distribution  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each  calendar  year in an annual tax mailing
(Form 1099-DIV) from the funds.


Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions


Your  redemptions--including  exchanges  to other  American  Century  funds--are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term  capital loss.  However,  you should note that any loss realized upon
the sale or  redemption of shares held for six months or less will be treated as
a long-term  capital loss to the extent of any distribution of long-term capital
gains  to you  with  respect  to  such  shares.  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.  This may result in a postponement of the recognition of
such loss for federal income tax purposes.  If you have not certified to us that
your Social Security number or tax identification number is correct and that you
are not subject to 31% withholding, we are required to withhold and remit 31% of
dividends, capital gains distributions and redemptions to the IRS.



[left margin]


[artwork of finger pointing]
BUYING A DIVIDEND

Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.



18        American Century Investments                           1-800-345-2021


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years.

On a per-share basis, each table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

Each table also includes some key statistics for the period as appropriate

*  TOTAL RETURN -- the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME RATIO -- net investment income as a percentage of average net
   assets

*  PORTFOLIO TURNOVER -- the percentage of the fund's buying and selling
   activity


The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the fiscal  year ended March 31,  1999,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.



   www.americancentury.com                   American Century Investments    19


<TABLE>
<CAPTION>

PREMIUM GOVERNMENT RESERVE FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data
- -----------------------------------------------------------------------------------------
                                           1999      1998      1997       1996     1995

<S>                                        <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Year ....... $1.00     $1.00     $1.00     $1.00     $1.00
                                           ----------------------------------------------
Income From Investment Operations
    Net Investment Income ................  0.05      0.05      0.05      0.05      0.05
                                           ----------------------------------------------
Distributions
    From Net Investment Income ........... (0.05)    (0.05)    (0.05)    (0.05)    (0.05)
                                           ----------------------------------------------
Net Asset Value, End of Year ............. $1.00     $1.00     $1.00     $1.00     $1.00
                                           ==============================================
    Total Return(1) ......................  4.98%     5.25%     5.07%     5.49%     4.62%

Ratios/Supplemental Data
- -----------------------------------------------------------------------------------------
                                           1999       1998     1997       1996     1995
Ratio of Operating Expenses
    to Average Net Assets ................  0.45%     0.45%     0.45%     0.44%     0.45%
Ratio of Net Investment Income
    to Average Net Assets ................  4.82%      5.13%    4.96%     5.30%     4.84%
Net Assets, End of Year (in thousands) ..$121,294    $44,495  $38,838   $26,191   $16,381

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


20       American Century Investments                            1-800-345-2021


PREMIUM CAPITAL RESERVE FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data
- -----------------------------------------------------------------------------------------
                                          1999       1998      1997       1996     1995

Net Asset Value, Beginning of Year ...... $1.00      $1.00     $1.00      $1.00    $1.00
                                          -----------------------------------------------
Income From Investment Operations
    Net Investment Income ...............  0.05       0.05      0.05       0.05     0.05
                                          -----------------------------------------------
Distributions
    From Net Investment Income .......... (0.05)     (0.05)    (0.05)     (0.05)   (0.05)
                                          -----------------------------------------------
Net Asset Value, End of Year ............ $1.00      $1.00     $1.00      $1.00    $1.00
                                          ===============================================
    Total Return(1) .....................  5.14%      5.38%     5.13%      5.58%    4.66%

Ratios/Supplemental Data
- -----------------------------------------------------------------------------------------
                                          1999        1998     1997       1996      1995
Ratio of Operating Expenses
    to Average Net Assets ...............  0.45%      0.45%     0.45%      0.45%    0.45%
Ratio of Net Investment Income
    to Average Net Assets ...............  4.99%      5.26%      5.01%     5.50%    4.76%
Net Assets, End of Year (in thousands) .$276,048   $182,487   $153,958  $133,417  $138,428


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


   www.americancentury.com                   American Century Investments    21


PREMIUM BOND FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data
- -----------------------------------------------------------------------------------------
                                           1999     1998        1997       1996     1995

Net Asset Value, Beginning of Year ..... $10.15     $  9.76     $9.93      $9.46    $9.64
                                          -----------------------------------------------
Income From Investment Operations
    Net Investment Income ..............   0.59        0.61      0.61       0.61     0.59
    Net Realized and Unrealized Gain (Loss)
    on Investments .....................    --         0.45     (0.17)      0.47    (0.18)
                                          -----------------------------------------------
    Total From Investment Operations ...   0.59        1.06      0.44       1.08     0.41
                                          -----------------------------------------------
Distributions
    From Net Investment Income .........  (0.59)      (0.61)    (0.61)     (0.61)   (0.59)
    From Net Realized Gains
      on Investments ...................  (0.05)      (0.06)      --         --       --
                                          -----------------------------------------------
    Total Distributions ................  (0.64)      (0.67)    (0.61)     (0.61)   (0.59)
                                          -----------------------------------------------
Net Asset Value, End of Year ........... $10.10      $10.15     $9.76      $9.93    $9.46
                                          ===============================================
  Total Return(1) ......................   5.88%      11.14%     4.57%     11.53%    4.48%

Ratios/Supplemental Data
- -----------------------------------------------------------------------------------------
                                           1999     1998        1997       1996     1995
Ratio of Operating Expenses
    to Average Net Assets ..............  0.45%       0.45%      0.45%      0.43%    0.45%
Ratio of Net Investment Income
    to Average Net Assets ..............  5.70%       6.06%      6.20%      6.08%    6.30%
Portfolio Turnover .....................    71%        138%        63%        92%      51%
Net Assets, End of Year
    (in thousands) ....................$105,284     $65,171    $21,750    $20,280  $10,334

(1)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions, if any.
</TABLE>


22       American Century Investments                            1-800-345-2021


NOTES


   www.americancentury.com                   American Century Investments    23


NOTES


24        American Century Investments                           1-800-345-2021


NOTES


   www.americancentury.com                   American Century Investments    25


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

These reports  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.

Statement of Additional Information (SAI)

The SAI contains a more detailed,  legal  description of the funds'  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.


You may obtain a free copy of the SAI or annual and semiannual reports,  and ask
any questions about the funds or your accounts,  by contacting  American Century
at the address or one of the telephone numbers listed below.

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

* In person                SEC Public Reference Room
                           Washington, D.C.
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                           documents.)

Investment Company Act File No. 811-7446

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

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

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


9908
SH-PRS-16641
<PAGE>



AMERICAN CENTURY

Statement of Additional Information

Premium Government Reserve Fund
Premium Capital Reserve Fund
Premium Bond Fund

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


[left margin]


                                                                 August 1, 1999


                                                               American Century
                                                         Premium Reserves, Inc.



   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' CURRENT
    PROSPECTUS. 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.

                                          Distributed by Funds Distributor, Inc.



                      STATEMENT OF ADDITIONAL INFORMATION


                                AUGUST 1, 1999


TABLE OF CONTENTS

The Funds' History ........................................................    2

Fund Investment Guidelines ................................................    2
    Premium Government Reserve ............................................    2
    Premium Capital Reserve ...............................................    3
    Premium Bond ..........................................................    3

Detailed Information About the Funds ......................................    5
    Investment Strategies and Risks .......................................    5
    Investment Policies ...................................................   11
    Portfolio Turnover ....................................................   14

Management ................................................................   14
    The Board of Directors ................................................   14
    Officers ..............................................................   17


The Funds' Principal Shareholders .........................................   19


Service Providers .........................................................   20
    Investment Advisor ....................................................   20
    Transfer Agent and Administrator ......................................   21
    Distributor ...........................................................   21

Other Service Providers ...................................................   21
    Custodian Banks .......................................................   21
    Independent Auditors ..................................................   21

Brokerage Allocation ......................................................   22

Information About Fund Shares .............................................   22
    Buying and Selling Fund Shares ........................................   22
    Valuation of a Fund's Securities ......................................   22


Taxes .....................................................................   24
    Federal Income Tax ....................................................   24
    State and Local Tax ...................................................   25


How Fund Performance
Information Is Calculated .................................................   25
    Performance Comparisons ...............................................   26
    Permissible Advertising Information ...................................   26

Financial Statements ......................................................   27


Explanation of Fixed-Income
Securities Ratings ........................................................   28



     STATEMENT OF ADDITIONAL INFORMATION                                      1


THE FUNDS' HISTORY

    American Century Premium Reserves, Inc. is a registered open-end management
investment company that was organized as a Maryland corporation in January
1993. Throughout this Statement of Additional Information we refer to American
Century Premium Reserves, Inc. as the corporation.

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

                                           Inception             Ticker
Fund                                       Date                  Symbol
- --------------------------------------------------------------------------------
Premium Government Reserve                 4/1/1993              TWPXX
Premium Capital Reserve                    4/1/1993              TCRXX
Premium Bond                               4/1/1993              ACBPX

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 discussions
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.

    Premium  Government  Reserve  and  Premium  Capital  Reserve  each  operates
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.

    In  general,  within  the  restrictions  outlined  here  and in  the  funds'
Prospectus,  the fund  managers  have broad  powers to decide how to invest fund
assets, including the power to hold them uninvested.


    Investments  are  varied  according  to what is  judged  advantageous  under
changing  economic  conditions.  It is the  advisor's  policy to retain  maximum
flexibility in management without restrictive provisions as to the proportion of
one or another class of securities  that may be held,  subject to the investment
restrictions  described below. Subject to the specific limitations applicable to
a fund,  the  funds'  management  teams may  invest  the  assets of each fund in
varying amounts in other instruments, such as those reflected in Table 1 on page
5,  when such a course is deemed  appropriate  in order to  attempt  to attain a
fund's investment objective.


PREMIUM GOVERNMENT RESERVE

    Premium Government Reserve will invest  substantially all of its assets in a
portfolio of U.S. dollar-denominated securities issued or guaranteed by the U.S.
government and its agencies and instrumentalities.  Specifically,  it may invest
in (1) direct  obligations of the United States,  such as Treasury bills,  notes
and  bonds,  which are  supported  by the full  faith and  credit of the  United
States, and (2) obligations  (including  mortgage-related  securities) issued or
guaranteed  by agencies  and  instrumentalities  of the U.S.  government.  These
agencies  and  instrumentalities  may  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. The


2                        AMERICAN CENTURY INVESTMENTS


securities  of  some  of  these  agencies  and  instrumentalities,  such  as the
Government  National  Mortgage  Association,  are guaranteed as to principal and
interest by the U.S.  Treasury,  and other securities are supported by the right
of the issuer, such as the Federal Home Loan Banks, to borrow from the Treasury.
Other  obligations,  including  those  issued by the Federal  National  Mortgage
Association and the Federal Home Loan Mortgage  Corporation,  are supported only
by the credit of the instrumentality.

    Premium Government Reserve will invest in  mortgage-related  securities only
if they have a stated final maturity of 397 days or less.

PREMIUM CAPITAL RESERVE

    Premium  Capital  Reserve will invest  substantially  all of its assets in a
diversified portfolio of U.S. dollar-denominated money market instruments.
Specifically, it may invest in the following:


(1) Securities issued or guaranteed by the U.S.  government and its agencies and
instrumentalities, as described under "Premium Government Reserve," page 2.


(2) Commercial paper.

(3) Short-term notes, bonds, debentures or other debt instruments.

(4) Certificates of deposit, bankers acceptances and time deposit obligations of
U.S. banks,  foreign  branches of U.S. banks  (Eurodollars),  U.S.  branches and
agencies of foreign  banks  (Yankee  dollars)  and  foreign  branches of foreign
banks.

    With the exception of the obligations of foreign  branches of U.S. banks and
U.S.  branches of foreign banks,  which are limited to 25% of net assets,  these
classes of securities  may be held in any  proportion,  and such  proportion may
vary as market conditions change.

    All  portfolio  holdings  are  limited to those that at the time of purchase
have  received  a rating  from two  nationally  recognized  statistical  ratings
organizations,  or if rated by only one  agency,  from that one, in one of their
two highest  short-term  categories  (including any  subcategories or gradations
indicating  relative  standing),  or if they have no  short-term  rating  are of
comparable  quality to such a rated  security,  as determined or ratified by the
fund's Board of Directors.

PREMIUM BOND

    Premium  Bond  seeks  a  high  level  of  income  from  investment  in  debt
securities.  Under  normal  market  conditions,  at least 65% of Premium  Bond's
assets will be invested in non-money market debt securities.  The balance of the
fund's assets will be invested in shorter-term debt securities.

    There are no maturity  restrictions  on the  individual  securities in which
Premium  Bond may invest,  but the  weighted  average  maturity and the weighted
average adjusted  duration of the fund's portfolio must be 3.5 years or greater.
Adjusted  duration,  which is an  indication  of the relative  sensitivity  of a
security's  market  value to  changes  in  interest  rates,  is  based  upon the
aggregate of the present  value of all  principal  and  interest  payments to be
received,  discounted at the current  market rate of interest,  and expressed in
years.

    Adjusted  duration  is  different  from  dollar-weighted  average  portfolio
maturity  in that it  attempts to measure the  interest  rate  sensitivity  of a
security,  as opposed to its  expected  final  maturity.  Further,  the adjusted
duration of a portfolio  will change in response to a change in interest  rates,
whereas average maturity may not.  Duration is generally  shorter than remaining
time to final maturity because it gives weight to periodic interest payments, as
well as the  payment of  principal  at  maturity.  The longer the  duration of a
portfolio,  the more sensitive its market value is to interest rate fluctuation.
However,  due to factors  other than interest rate changes that affect the price
of a specific security,  there generally is not an exact correlation between the
price  volatility  of a security  indicated by adjusted  duration and the actual
price volatility of a security.

    Subject to the  aggregate  portfolio  maturity  and duration  minimums,  the
manager will  actively  manage the  portfolio,  adjusting  the weighted  average
portfolio maturity in response to expected changes in interest rates.

    During periods of rising interest rates, a shorter weighted average maturity
may be  adopted in order to reduce  the  effect of bond  price  declines  on the
fund's net asset value.  When interest rates are falling and bond prices rising,
a longer weighted average portfolio maturity may be adopted.

    To achieve its objective, Premium Bond may invest in a diversified portfolio
of high- and medium-grade


STATEMENT OF ADDITIONAL INFORMATION                                           3


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, such as Moody's Investor Services (Moody's) and
Standard & Poor's Corporation (S&P), as follows:

                                             EXAMPLES OF
                                             MINIMUM RATINGS
Type of                    General
Security                   Credit Limit      Moody's      S&P

Short-term notes           two highest       MIG-2        SP-2
                           categories

Corporate, sovereign       five highest      Ba           BB
and municipal bonds        categories


U.S. government and        none              n/a          n/a
government agency
securities


Other types                two highest       P-2          A-2
                           categories


    The fund also may invest in unrated  securities  if the  manager  determines
that they are of equivalent credit quality.

    Corporate,  sovereign  and  municipal  bonds  that the fund may buy  include
securities known as "medium-grade securities." Medium-grade securities are those
rated in the fifth and sixth highest ratings categories. Medium-grade securities
are somewhat speculative.  Adverse economic conditions or changing circumstances
are more  likely  to lead to a  weakened  capacity  to pay  interest  and  repay
principal by issuers of  fourth-category-rated  securities  (Moody's Baa,  S&P's
BBB) than more highly rated securities. This sensitivity and exposure to adverse
or changing economic conditions is heightened in  fifth-category-rated  (Moody's
Ba,  S&P's BB)  securities.  The fund may not invest  more than 15% of its total
assets in securities rated Ba or BB (or their equivalent).


    Premium Bond may invest in U.S.  government and government agency securities
as described under "Premium Government Reserve," page 2.


    Mortgage-related   securities   in  which  the  funds  may  invest   include
collateralized   mortgage   obligations  (CMOs)  issued  by  a  U.S.  agency  or
instrumentality.  A CMO is a debt security that is collateralized by a portfolio
or pool of mortgages or mortgage-backed  securities.  The issuer's obligation to
make  interest  and  principal  payments  is secured by the  underlying  pool or
portfolio of mortgages or securities.

    The market  value of  mortgage-related  securities,  even those in which the
underlying  pool of mortgage  loans is guaranteed as to the payment of principal
and interest by the U.S. government,  is not insured.  When interest rates rise,
the market  value of those  securities  may decrease in the same manner as other
debt, but when interest  rates  decline,  their market value may not increase as
much as other debt instruments because of the prepayment feature inherent in the
underlying  mortgages.  If such securities are purchased at a premium,  the fund
will suffer a loss if the obligation is prepaid.  Prepayments will be reinvested
at  prevailing  rates,  which  may be less  than  the rate  paid by the  prepaid
obligation.

    For the purpose of determining the weighted  average  portfolio  maturity of
the funds,  the  managers  shall  consider  the  maturity of a  mortgage-related
security to be the remaining expected average life of the security.  The average
life of such  securities  is likely to be  substantially  less than the original
maturity as a result of prepayments  of principal on the  underlying  mortgages,
especially  in  a  declining  interest  rate  environment.  In  determining  the
remaining  expected  average  life,  the  managers  make  assumptions  regarding
repayments on underlying mortgages. In a rising interest rate environment, those
prepayments  generally  decrease,  and may decrease below the rate of prepayment
assumed by the managers  when  purchasing  those  securities.  Such slowdown may
cause the  remaining  maturity  of those  securities  to  lengthen,  which  will
increase  the relative  volatility  of those  securities  and,  hence,  the fund
holding the securities.  See "Basics of  Fixed-Income  Investing," in the funds'
Prospectus.

    The following  table  identifies  some of the investments and techniques the
funds'  managers  may use.  A  percentage  is listed for those  investments  and
techniques  that have a limitation  on the amount of a fund's assets that can be
invested in that way.


4                         AMERICAN CENTURY INVESTMENTS


TABLE 1

                             Premium        Premium
                             Government     Capital       Premium
                             Reserve        Reserve       Bond
                             -------        -------       ----
Foreign Securities                          X             X

Short Sales                  X              X             X

Portfolio Lending            33(1)/3%       33(1)/3%      33(1)/3%

Derivative Securities        X              X             X

Investments in
Companies with Limited
Operating Histories                         5%             5%

Repurchase Agreements        X              X             X

When-Issued and
Forward Commitment
Agreements                   X              X             X

Restricted and Illiquid
Securities                   10%            10%           15%

Futures & Options                           X             X

Forward Currency
Exchange Contracts                                        X

DETAILED INFORMATION ABOUT THE FUNDS

INVESTMENT STRATEGIES AND RISKS


    This section describes various  investment  vehicles and techniques 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. To determine whether a fund may invest in a particular  investment
vehicle, consult Table 1.


FOREIGN SECURITIES

    Some  funds may  invest in the  securities  of  foreign  issuers,  including
foreign  governments,  when these  securities meet their standards of selection.
Securities  of  foreign  issuers  may trade in the U.S.  or  foreign  securities
markets.

    Investments in foreign securities may present certain risks, including:

    CURRENCY RISK. The value of the foreign investments held by the funds may be
significantly  affected by changes in currency  exchange rates. The dollar value
of a foreign  security  generally  decreases  when the value of the dollar rises
against the foreign  currency in which the security is denominated  and tends to
increase when the value of the dollar falls against such currency.  In addition,
the value of fund assets may be affected by losses and other  expenses  incurred
in converting  between various  currencies in order to purchase and sell foreign
securities and by currency restrictions,  exchange control regulation,  currency
devaluations and political developments.

    POLITICAL AND ECONOMIC RISK. The economies of many of the countries in which
the funds invest are not as  developed  as the economy of the United  States and
may  be  subject  to  significantly   different  forces.   Political  or  social
instability,  expropriation,  nationalization,  or  confiscatory  taxation,  and
limitations on the removal of funds or other assets, could also adversely affect
the value of investments.  Further,  the funds may encounter  difficulties or be
unable to enforce ownership rights, pursue legal remedies or obtain judgments in
foreign courts.

    REGULATORY  RISK.  Foreign  companies  generally  are  not  subject  to  the
regulatory  controls  imposed on U.S.  issuers  and, in  general,  there is less
publicly available  information about foreign securities than is available about
domestic  securities.   Many  foreign  companies  are  not  subject  to  uniform
accounting,   auditing  and  financial   reporting   standards,   practices  and
requirements  comparable to those applicable to domestic companies.  Income from
foreign securities owned by the funds may be reduced by a withholding tax at the
source, which would reduce dividend income payable to shareholders.

    MARKET AND TRADING RISK.  Brokerage  commission rates in foreign  countries,
which are generally  fixed rather than subject to  negotiation  as in the United
States, are likely to be higher. The securities markets in many of the countries
in which the funds invest will have  substantially  less trading volume than the
principal U.S. markets.  As a result,  the securities of some companies in these
countries may be less liquid and more volatile than comparable U.S.  securities.
Furthermore,  one securities  broker may represent all or a significant  part of
the trading  volume in a particular  country,  resulting in higher trading costs
and decreased liquidity due to a lack of alternative trading partners.  There is
generally less government regulation and supervision of foreign stock exchanges,
brokers  and  issuers,  which  may  make it  difficult  to  enforce  contractual
obligations.


     STATEMENT OF ADDITIONAL INFORMATION                                      5


    CLEARANCE  AND  SETTLEMENT  RISK.   Foreign  securities  markets  also  have
different clearance and settlement procedures, and in certain markets there have
been times  when  settlements  have been  unable to keep pace with the volume of
securities  transactions,  making it  difficult  to conduct  such  transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the funds are  uninvested and no return is earned  thereon.  The inability of
the funds to make intended  security  purchases due to clearance and  settlement
problems  could  cause the funds to miss  attractive  investment  opportunities.
Inability to dispose of portfolio  securities  due to clearance  and  settlement
problems  could result either in losses to the funds due to subsequent  declines
in the  value of the  portfolio  security  or,  if the fund has  entered  into a
contract to sell the security, liability to the purchaser.

    OWNERSHIP  RISK.  Evidence of securities  ownership may be uncertain in many
foreign countries. In many of these countries,  the most notable of which is the
Russian Federation,  the ultimate evidence of securities  ownership is the share
register held by the issuing company or its registrar.  While some companies may
issue share  certificates  or provide  extracts of the company's share register,
these  are  not  negotiable  instruments  and  are  not  effective  evidence  of
securities  ownership.  In an ownership dispute, the company's share register is
controlling.  As a result,  there is a risk that a fund's trade details could be
incorrectly or  fraudulently  entered on the issuer's share register at the time
of the  transaction,  or that a fund's  ownership  position could  thereafter be
altered or deleted  entirely,  resulting in a loss to the fund.  While the funds
intend to invest  directly  in Russian  companies  that  utilize an  independent
registrar,  there can be no assurance that such investments will not result in a
loss to the funds.

SHORT SALES

    A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short.

    In a short sale, the seller does not immediately deliver the securities sold
and is said to have a short position in those  securities until delivery occurs.
To make delivery to the purchaser,  the executing  broker borrows the securities
being  sold  short  on  behalf  of the  seller.  While  the  short  position  is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve.  If a fund  engages in a short sale,  the  collateral  account  will be
maintained by the fund's custodian.  While the short sale is open, the fund will
maintain in a segregated  custodial account an amount of securities  convertible
into, or  exchangeable  for, such equivalent  securities at no additional  cost.
These securities would constitute the fund's long position.

    A fund may make a short sale, as described above,  when it wants to sell the
security  it owns at a  current  attractive  price,  but  also  wishes  to defer
recognition  of gain or loss for  federal  income  tax  purposes.  There will be
certain  additional  transaction costs associated with short sales, but the fund
will endeavor to offset these costs with income from the  investment of the cash
proceeds of short sales.

PORTFOLIO LENDING


    Some funds lend their  portfolio  securities in order to realize  additional
income. Such loans may not exceed one-third of the fund's total assets valued at
market 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.


DERIVATIVE SECURITIES

    Some  funds may  invest  in  securities  that are  commonly  referred  to as
derivative  securities.  Generally,  a derivative is a financial arrangement the
value of which is based on, or derived  from, a traditional  security,  asset or
market index.  Certain  derivative  securities are described more  accurately as
index/structured   securities.   Index/structured   securities   are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts),  currencies, interest rates, indices or other financial
indicators (reference indices).

    Some  derivatives,   such  as   mortgage-related   and  other   asset-backed
securities, are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.


6                         AMERICAN CENTURY INVESTMENTS


    There are many different types of derivatives and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect a fund from exposure to changing  interest rates,  securities
prices or currency exchange rates and for cash management purposes as a low-cost
method of gaining exposure to a particular  securities  market without investing
directly in those securities.

    No fund may invest in a derivative  security  unless the reference  index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose  underlying value is linked to the price of oil would
not be a permissible  investment because the funds may not invest in oil and gas
leases or futures.

    The return on a derivative security may increase or decrease, depending upon
changes in the reference index or instrument to which it relates.

    There  are  a  range  of  risks  associated  with  derivative   investments,
including:

    * the risk that the  underlying  security,  interest  rate,  market index or
other  financial  asset  will  not  move  in the  direction  the  fund  managers
anticipate;

    * the  possibility  that  there may be no liquid  secondary  market,  or the
possibility that price fluctuation limits may be imposed by the exchange, either
of which  may make it  difficult  or  impossible  to close out a  position  when
desired;

    * the risk that adverse  price  movements in an  instrument  can result in a
loss substantially greater than a fund's initial investment; and

    * the risk that the counterparty will fail to perform its obligations.

    The  Board  of  Directors  has  approved  the  advisor's   policy  regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection  with a purchase of derivative  securities.  The policy
also establishes a committee that must review certain proposed  purchases before
the  purchases  can be  made.  The  advisor  will  report  on fund  activity  in
derivative securities to the Board of Directors as necessary.  In addition,  the
Board  will  review  the  advisor's  policy for  investments  in the  derivative
securities annually.

INVESTMENT IN COMPANIES WITH LIMITED OPERATING HISTORIES

    Some funds may invest a portion of their assets in the securities of issuers
with limited operating histories. The fund managers consider an issuer to have a
limited  operating  history if that issuer has a record of less than three years
of  continuous  operation.   The  managers  will  consider  periods  of  capital
formation,   incubation,   consolidations,   and  research  and  development  in
determining  whether  a  particular  issuer  has a  record  of  three  years  of
continuous operation.

     Investments in securities of issuers with limited  operating  histories may
involve greater risks than investments in securities of more mature issuers.  By
their nature,  such issuers  present limited  operating  histories and financial
information upon which the managers may base their investment decision on behalf
of the funds.  In  addition,  financial  and other  information  regarding  such
issuers, when available, may be incomplete or inaccurate.

REPURCHASE AGREEMENTS

    Some  funds  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 the funds.

    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 purchase 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  security  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.


     STATEMENT OF ADDITIONAL INFORMATION                                      7


    The funds will limit repurchase agreement  transactions to securities issued
by the U.S.  government and its agencies and  instrumentalities,  and will enter
into such  transactions  with those banks and securities  dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

    Some 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.  Market rates of interest on debt securities at the time of
delivery  may be higher or lower than those  contracted  for on the  when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund.  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.

    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,  a 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.

RESTRICTED AND ILLIQUID SECURITIES

    Some  funds  may,  from  time  to  time,  purchase  restricted  or  illiquid
securities,  including  Rule  144A  securities,  when  they  present  attractive
investment  opportunities that otherwise meet the funds' criteria for selection.
Rule 144A  securities are securities  that are privately  placed with and traded
among qualified institutional investors rather than the general public. Although
Rule  144A  securities  are  considered  restricted  securities,  they  are  not
necessarily illiquid.

    With respect to securities eligible for resale under Rule 144A, the staff of
the  Securities  and Exchange  Commission  (SEC) has taken the position that the
liquidity of such  securities  in the  portfolio of a fund  offering  redeemable
securities is a question of fact for the Board of Directors to  determine,  such
determination to be based upon a consideration of the readily  available trading
markets and the review of any contractual restrictions.  Accordingly,  the Board
of Directors is responsible for developing and  establishing  the guidelines and
procedures for determining the liquidity of Rule 144A securities.  As allowed by
Rule 144A,  the Board of Directors  of the funds has  delegated  the  day-to-day
function  of  determining  the  liquidity  of Rule 144A  securities  to the fund
managers.  The Board retains the responsibility to monitor the implementation of
the guidelines and procedures it has adopted.

    Because  the  secondary  market  for such  securities  is limited to certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A or other
security  that is illiquid.  In such an event,  the fund  managers will consider
appropriate remedies to minimize the effect on such fund's liquidity.

FUTURES AND OPTIONS

    Some funds may enter into futures  contracts,  options or options on futures
contracts.  The funds may not,  however,  enter into a futures  transaction  for
speculative purposes. Generally, futures transactions will be used to:

    * protect against a decline in market value of the fund's securities (taking
a short futures posi-tion), or

    * protect  against the risk of an increase in market value for securities in
which the fund  generally  invests at a time when the fund is not fully invested
(taking a long futures position), or

    * provide a temporary  substitute for the purchase of an individual security
that may be purchased in an orderly fashion.


8                         AMERICAN CENTURY INVESTMENTS


    Some futures and options  strategies,  such as selling futures,  buying puts
and writing calls, hedge a fund's investments against price fluctuations.  Other
strategies,  such as buying  futures,  writing  puts and buying  calls,  tend to
increase market exposure.

    Although other techniques may be used to control a fund's exposure to market
fluctuations,  the use of futures  contracts  may be a more  effective  means of
hedging this  exposure.  While a fund pays  brokerage  commissions in connection
with opening and closing out futures  positions,  these costs are lower than the
transaction   costs  incurred  in  the  purchase  and  sale  of  the  underlying
securities.

    For example, the sale of a future by a fund means the fund becomes obligated
to deliver the security  (or  securities,  in the case of an index  future) at a
specified  price on a specified  date.  The  purchase of a future means the fund
becomes  obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another  party of a specific  security at a specified  future time and price.
The fund  managers  may  engage in futures  and  options  transactions  based on
securities  indices that are consistent  with the fund's  investment  objective.
Examples of indices  that may be used  include the Bond Buyer Index of Municipal
Bonds  for  fixed-income  funds,  or the S&P 500  Index for  equity  funds.  The
managers also may engage in futures and options  transactions  based on specific
securities,  such as U.S. Treasury bonds or notes.  Futures contracts are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a
U.S. government agency.

    Index futures  contracts differ from traditional  futures  contracts in that
when  delivery  takes place,  no stocks or bonds change  hands.  Instead,  these
contracts  settle in cash at the spot market value of the index.  Although other
types of futures contracts by their terms call for actual delivery or acceptance
of the underlying securities,  in most cases the contracts are closed out before
the  settlement  date.  A futures  position  may be closed by taking an opposite
position in an identical  contract (i.e.,  buying a contract that has previously
been sold or selling a contract that has previously been bought).

    Unlike when the fund purchases or sells a bond, no price is paid or received
by the fund upon the purchase or sale of the future. 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.  The
margin  deposit is intended to assure  completion  of the contract  (delivery or
acceptance  of the  underlying  security) if it is not  terminated  prior to the
specified   delivery  date.  A  margin   deposit  does  not  constitute   margin
transactions for purposes of the fund's investment restrictions. Minimum initial
margin requirements are established by the futures exchanges and may be revised.
In addition,  brokers may establish margin deposit  requirements that are higher
than the exchange  minimums.  Cash held in the margin  account  generally 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 future  more or less  valuable,  a
process known as marking the contract to market. Changes in variation margin are
recorded  by the fund as  unrealized  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
gain.

RISKS RELATED TO FUTURES AND OPTIONS TRANSACTIONS

    Futures and options  prices can be  volatile,  and trading in these  markets
involves  certain risks. If the fund managers apply a hedge at an  inappropriate
time or judge  interest rate or equity market  trends  incorrectly,  futures and
options strategies may lower a fund's return.

    A fund could suffer losses if it is unable to close out its position because
of an illiquid secondary market.  Futures contracts may be closed out only on an
exchange that provides a secondary market for these  contracts,  and there is no
assurance that a liquid secondary  market will exist for any particular  futures
contract at any particular time. Consequently, it may not be possible to close a
futures position when the fund managers consider it appropriate or desirable to


STATEMENT OF ADDITIONAL INFORMATION                                           9


do so. In the event of adverse  price  movements,  a fund would be  required  to
continue making daily cash payments to maintain its required margin. If the fund
had insufficient cash, it might have to sell portfolio  securities to meet daily
margin  requirements  at a time when the fund managers would not otherwise elect
to do so. In  addition,  a fund may be required  to deliver or take  delivery of
instruments  underlying  futures contracts it holds. The fund managers will seek
to minimize these risks by limiting the contracts  entered into on behalf of the
funds to those traded on national futures  exchanges and for which there appears
to be a liquid secondary market.

    A fund  could  suffer  losses  if the  prices  of its  futures  and  options
positions were poorly  correlated with its other  investments,  or if securities
underlying futures contracts  purchased by a fund had different  maturities than
those of the portfolio  securities being hedged. Such imperfect  correlation may
give rise to  circumstances in which a fund loses money on a futures contract at
the same time that it experiences a decline in the value of its hedged portfolio
securities.  A fund also could lose  margin  payments  it has  deposited  with a
margin broker, if, for example, the broker became bankrupt.

    Most futures exchanges limit the amount of fluctuation  permitted in futures
contract  prices during a single  trading day. The daily limit  establishes  the
maximum  amount that the price of a futures  contract may vary either up or down
from the previous day's settlement price at the end of the trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price  beyond  the  limit.  However,  the  daily  limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses. In addition, the daily limit may prevent liquidation
of unfavorable positions. Futures contract prices have occasionally moved to the
daily  limit for  several  consecutive  trading  days with little or no trading,
thereby  preventing prompt  liquidation of futures positions and subjecting some
futures traders to substantial losses.

OPTIONS ON FUTURES

    By purchasing an option on a futures contract, a fund obtains the right, but
not the  obligation,  to sell the futures  contract (a put option) or to buy the
contract (a call  option) at a fixed  strike  price.  A fund can  terminate  its
position in a put option by allowing it to expire or by  exercising  the option.
If the  option  is  exercised,  the fund  completes  the sale of the  underlying
security at the strike price.  Purchasing  an option on a futures  contract does
not require a fund to make margin payments unless the option is exercised.

    Although  they do not  currently  intend to do so,  some funds may write (or
sell)  call  options  that  obligate  them to sell  (or  deliver)  the  option's
underlying  instrument upon exercise of the option.  While the receipt of option
premiums would mitigate the effects of price  declines,  the funds would give up
some ability to participate in a price increase on the underlying security. If a
fund were to engage in options  transactions,  it would own the futures contract
at the time a call were  written  and would  keep the  contract  open  until the
obligation to deliver it pursuant to the call expired.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS

     Under the Commodity Exchange Act, a fund may enter into futures and options
transactions (a) for hedging purposes without regard to the percentage of assets
committed to initial  margin and option  premiums or (b) for purposes other than
hedging, provided that assets committed to initial margin and option premiums do
not exceed 5% of the fund's total  assets.  To the extent  required by law, each
fund will segregate cash or securities on its records in an amount sufficient to
cover its obligations under the futures contracts and options.

FORWARD CURRENCY EXCHANGE CONTRACTS


    Some funds may  purchase and sell  foreign  currency on a spot (i.e.,  cash)
basis and may engage in forward currency contracts, currency options and futures
transactions   for  hedging  or  any  other  lawful  purpose.   See  "Derivative
Securities," page 6.


    Forward contracts may be used under two circumstances:

    (1) When  the  fund  managers  wish to lock in the  U.S.  dollar  price of a
security  when a 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; or


10                         AMERICAN CENTURY INVESTMENTS


    (2) When the fund managers believe 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  either  denominated  in,  or whose  value is tied to,  such  foreign
currency.

    In the first circumstance,  when a 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 fund  managers  believe  that the
currency of a particular  country may suffer a substantial  decline  relative to
the U.S.  dollar, a fund could enter into a foreign contract to sell for a fixed
dollar amount the amount in foreign  currencies  approximating the value of some
or all of its portfolio securities either denominated in, or whose value is tied
to, such  foreign  currency.  The fund will  segregate  on its  records  cash or
securities in an amount sufficient to cover its obligations under the contract.

    The  precise  matching  of forward  contracts  in the  amounts and values of
securities involved generally would not be possible because the future values of
such 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 fund  managers  do 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 fund
managers  believe that it is important  to have  flexibility  to enter into such
forward  contracts  when they  determine  that a fund's  best  interests  may be
served.

    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 a 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.

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.

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


STATEMENT OF ADDITIONAL INFORMATION                                          11


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


12                         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
Directors.


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% (10% for
                  money market funds) 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.
- --------------------------------------------------------------------------------
Futures &         A fund may enter into futures  contracts and write and buy put
Options           and call  options  relating to futures  contracts.  A fund may
                  not, however,  enter into leveraged futures transactions if it
(Premium Bond)    would be  possible  for the fund to lose  more  money  than it
                  invested.
- --------------------------------------------------------------------------------
Issuers with      A fund may invest up to 5% of its assets in the  securities of
Limited           issuers  with  limited  operating  histories.   An  issuer  is
Operating         considered to have a limited  operating history if that issuer
Histories         has a record of less than three years of continuous operation.
                  Periods of capital formation, incubation,  consolidations, and
(Premium Capital  research and  development  may be  considered  in  determining
Reserve and       whether a  particular  issuer  has a record of three  years of
Premium Bond)     continuous operation.
- --------------------------------------------------------------------------------


    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.


     STATEMENT OF ADDITIONAL INFORMATION                                     13


PORTFOLIO TURNOVER

    The  portfolio  turnover  rate of  Premium  Bond is shown  in the  Financial
Highlights table in the Prospectus.

    The fund managers will purchase and sell  securities  without  regard to the
length of time the  security  has been held.  Accordingly,  the  fund's  rate of
portfolio turnover may be substantial.

    The fund managers intend to purchase a given security  whenever they believe
it will contribute to the stated objective of the fund. In order to achieve each
fund's investment  objective,  the managers may sell a given security, no matter
how long or how short a period it has been held in the portfolio,  and no matter
whether the sale is at a gain or at a loss,  if the  managers  believe  that the
security is not fulfilling its purpose,  either because,  among other things, it
did not live up to the  managers'  expectations,  or because it may be  replaced
with another  security  holding greater  promise,  or because it has reached its
optimum  potential,  or because of a change in the circumstances of a particular
company  or  industry  or in  general  economic  conditions,  or because of some
combination of such reasons.

    When a general decline in security  prices is anticipated,  the equity funds
may decrease or eliminate  entirely  their equity  positions and increase  their
cash positions, and when a rise in price levels is anticipated, the equity funds
may increase their equity positions and decrease their cash positions.  However,
it  should be  expected  that the  funds  will,  under  most  circumstances,  be
essentially fully invested in equity securities.

    Because  investment  decisions are based on the anticipated  contribution of
the security in question to a fund's  objective,  the managers  believe that the
rate of portfolio  turnover is irrelevant when they believe a change is in order
to achieve the objective.  As a result, a fund's annual portfolio  turnover rate
cannot be  anticipated  and may be higher than other  mutual  funds with similar
investment objectives.  Higher turnover would generate  correspondingly  greater
brokerage  commissions,  which  is a cost  the  funds  pay  directly.  Portfolio
turnover also may affect the character of capital gains realized and distributed
by the fund,  if any,  since  short-term  capital  gains are taxable as ordinary
income.  This  disclosure   regarding  portfolio  turnover  is  a  statement  of
fundamental policy and may be changed only by a vote of the shareholders.

    Because the  managers do not take  portfolio  turnover  rate into account in
making investment decisions, (1) the managers have no intention of accomplishing
any  particular  rate of  portfolio  turnover,  whether high or low, and (2) the
portfolio  turnover rates in the past should not be considered as representative
of the rates that will be attained in the future.


    For Premium  Bond,  the higher  portfolio  turnover rate for the fiscal year
ended March 31, 1998  resulted  from efforts to shift the fund's  assets to more
closely  reflect the  composition  of its benchmark,  the Lehman  Aggregate Bond
Index.  The  purpose  of this  shift was to allow  more  meaningful  comparisons
between  the fund and the  benchmark  and to offer  investors  a fund  that more
closely represents the performance of the fixed-income market as a whole, rather
than only the corporate sector. As a result, a greater number of securities were
sold and  purchased  during  that  period  than has been the  fund's  historical
practice.


MANAGEMENT

THE BOARD OF DIRECTORS

    The Board of  Directors  oversees the  management  of the funds and meets at
least quarterly to review reports about fund  operations.  Although the Board of
Directors  does not  manage  the  funds,  it has  hired  the  advisor  to do so.
Two-thirds of the directors 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 on the next page whose names
are marked by an asterisk (*) 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;  the advisor,  American  Century  Investment
Management,  Inc.  (ACIM);  the funds'  agent for  transfer  and  administrative
services,  American Century Services Corporation (ACSC); the parent corporation,
American Century Companies, Inc. (ACC) or ACC's


14                               AMERICAN CENTURY INVESTMENTS


subsidiaries;   the  funds'  distribution  agent  and  co-administrator,   Funds
Distributor,  Inc. (FDI);  or other funds advised by the advisor.  Each director
listed  serves as a  director  of six  registered  investment  companies  in the
American Century family of funds, which are also advised by the advisor.

<TABLE>

Name (Age)                        Position(s) Held With                Principal Occupation(s)
Address                           the Funds                            During Past Five Years
- ----------------------------------------------------------------------------------------------------------------
<S>                               <C>                                  <C>
James E. Stowers, Jr.* (75)       Director,                            Chairman, Director and controlling
4500 Main Street                  Chairman of the Board                  shareholder, ACC
Kansas City, MO 64111                                                  Chairman and Director, ACIM, ACSC
                                                                         and ACIS
                                                                       Father of James E. Stowers III
- ----------------------------------------------------------------------------------------------------------------
James E. Stowers III* (40)        Director                             Director and Chief Executive Officer,
4500 Main Street                                                         ACC, ACIM, ACSC and ACIS
Kansas City, MO 64111                                                  Son of James E. Stowers, Jr.
- ----------------------------------------------------------------------------------------------------------------
Thomas A. Brown (59)              Director                             Director of Plains States Development,
4500 Main Street                                                         Applied Industrial Technologies, Inc.,
Kansas City, MO 64111                                                    a corporation engaged in the sale of
                                                                         bearings and power transmission
                                                                         products
- ----------------------------------------------------------------------------------------------------------------
Robert W. Doering, M.D. (66)      Director                             Retired, formerly a general surgeon
4500 Main Street
Kansas City, MO 64111
- ----------------------------------------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. (54)        Director                             Senior Vice President and Associate
4500 Main Street                                                         Director, Midwest Research Institute
Kansas City, MO 64111
- ----------------------------------------------------------------------------------------------------------------
D.D. (Del) Hock (64)              Director                             Retired, formerly Chairman, Public
4500 Main Street                                                         Service Company of Colorado
Kansas City, MO 64111                                                  Director, Service Tech, Inc., Hathaway
                                                                         Corporation, and J.D. Edwards &
                                                                         Company
- ----------------------------------------------------------------------------------------------------------------
Donald H. Pratt (61)              Director,                            Chairman and Director, Butler
4500 Main Street                  Vice Chairman of the Board             Manufacturing Company
Kansas City, MO 64111
- ----------------------------------------------------------------------------------------------------------------
Lloyd T. Silver, Jr. (71)         Director                             President, LSC, Inc., manufacturer's
4500 Main Street                                                         representative
Kansas City, MO 64111
- ----------------------------------------------------------------------------------------------------------------
M. Jeannine Strandjord (53)       Director                             Senior Vice President, Finance, Sprint
4500 Main Street                                                         Corporation
Kansas City, MO 64111                                                  Director, DST Systems, Inc.
- ----------------------------------------------------------------------------------------------------------------


     STATEMENT OF ADDITIONAL INFORMATION                                     15


COMMITTEES

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


Committee        Members                              Function of Committee
- ----------------------------------------------------------------------------------------------------------------
Executive        James E. Stowers, Jr.     The Executive Committee performs the function of the Board of
                 James E. Stowers III      Directors between Board meetings, subject to the limitations on
                 Donald H. Pratt           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.
- ----------------------------------------------------------------------------------------------------------------
Compliance       Thomas A. Brown           The Compliance Committee reviews the results of the funds'
                 Donald H. Pratt           compliance testing program, reviews quarterly reports from the
                 Lloyd T. Silver, Jr.      advisor to the Board regarding various compliance matters and
                 Andrea C. Hall, Ph.D      monitors the implementation of the funds' Code of Ethics, including
                                           any violations thereof.
- ----------------------------------------------------------------------------------------------------------------
Audit            M. Jeannine Strandjord    The Audit Committee recommends the engagement of the funds'
                 Robert W. Doering, M.D.   independent auditors and oversees its activities. The committee
                 D.D. (Del) Hock           receives reports from the advisor's Internal Audit Department,
                                           which is accountable to the committee. The committee also receives
                                           reporting about compliance matters affecting the funds.
- ----------------------------------------------------------------------------------------------------------------
Nominating       Donald H. Pratt           The Nominating Committee primarily considers and recommends
                 D.D. (Del) Hock           individuals for nomination as directors. The names of potential
                 James E. Stowers III      director candidates are drawn from a number of sources, including
                                           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.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


COMPENSATION OF DIRECTORS

    The directors also serve as directors for five American  Century  investment
companies  other than the  corporation.  Each  director 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 six 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 six 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 following table shows the aggregate compensation paid by the corporation
for the periods  indicated and by the six  investment  companies  served by this
Board  to each  director  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 Director                   Funds(1)             Family of Funds(2)
- --------------------------------------------------------------------------------
Thomas A. Brown                     $370                     $54,166
Robert W. Doering, M.D.              356                      52,166
Andrea C. Hall, Ph.D.                356                      52,166
D.D. (Del) Hock                      356                      52,166
Donald H. Pratt                      368                      54,166
Lloyd T. Silver, Jr.                 356                      52,166
M. Jeannine Strandjord               383                      54,166
- --------------------------------------------------------------------------------

(1) Includes  compensation  paid to the  directors  during the fiscal year ended
March 31,  1999,  and also  includes  amounts  deferred  at the  election of the
directors 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. Brown,  $55; Dr. Hall, $160;
Mr. Hock, $262; Mr. Pratt, $110; Mr. Silver, $208; and Ms. Strandjord, $303.


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


16                         AMERICAN CENTURY INVESTMENTS


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

    All deferred fees are credited to an account  established in the name of the
directors. 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 director.  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.  Directors  are
allowed to change their designation of mutual funds from time to time.

    No deferred fees are payable until such time as a director resigns,  retires
or  otherwise  ceases to be a member of the Board of  Directors.  Directors  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  director,  all  remaining  deferred  fee account
balances are paid to the director's  beneficiary  or, if none, to the director'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 directors
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 director  under the plan during the fiscal
year ended March 31, 1999.


OFFICERS

    Background  information  for the officers of the  corporation is provided in
the following table. All persons named as officers of the corporation also serve
in similar capacities for the 12 other investment companies advised by ACIM. Not
all  officers  of  the  corporation   are  listed;   only  those  officers  with
policy-making   functions  for  the  corporation  are  listed.   No  officer  is
compensated  for  his or her  service  as an  officer  of the  corporation.  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), as specified in the following table.


     STATEMENT OF ADDITIONAL INFORMATION                                     17


<TABLE>

Name (Age)                   Positions Held With      Principal Occupation(s)
Address                      the Funds                During Past Five Years
- ----------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>
George A. Rio (44)           President                Executive Vice President and Director of Client Services, FDI
60 State St.                                            (March 1998 to present)
Boston, MA 02109                                      Senior Vice President and Senior Key Account Manager, Putnam
                                                        Mutual Funds (June 1995 to March 1998)
                                                      Director Business Development, First Data Corporation
                                                        (May 1994 to June 1995)
                                                      Senior Vice President and Manager of Client services and
                                                        Director of Internal Audit, The Boston Company, Inc.
                                                        (September 1983 to May 1994)
- ----------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (34)   Vice President           Vice President and Associate General Counsel, FDI
60 State St.                                            (July 1996 to present)
Boston, MA 02109                                      Assistant Counsel, Forum Financial Group
                                                        (April 1994 to July 1996)
                                                      Compliance Officer, Putnam Investments (1992 to April 1994)
- ----------------------------------------------------------------------------------------------------------------
Mary A. Nelson (35)          Vice President           Vice President and Manager of Treasury Services and
60 State St.                                            Administration, FDI (1994 to present)
Boston, MA 02109                                      Assistant Vice President and Client Manager, The Boston
                                                        Company, Inc. (1989 to 1994)
- ----------------------------------------------------------------------------------------------------------------
Maryanne Roepke, CPA (43)    Vice President           Senior Vice President, Treasurer and Principal Accounting
4500 Main St.                and Treasurer              Officer, ACSC
Kansas City, MO 64111
- ----------------------------------------------------------------------------------------------------------------
David C. Tucker (41)         Vice President           Senior Vice President and General Counsel, ACSC and ACIM
4500 Main St.                                           (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 1997)
- ----------------------------------------------------------------------------------------------------------------
Paul J. Carrigan Jr. (49)    Secretary                Secretary, ACC (December 1998 to present)
4500 Main St.                                         Director of Legal Operations (February 1996 to present)
Kansas City, MO 64111                                 Board Communications Manager, The Benham Company
                                                        (April 1994 to January 1996)
                                                      Legal Coordinator, State of California Health & Welfare
                                                        Agency (February 1992 to March 1994)
- ----------------------------------------------------------------------------------------------------------------
C. Jean Wade (35)            Controller               Controller-Fund Accounting, ACSC
4500 Main St.
Kansas City, MO 64111
- ----------------------------------------------------------------------------------------------------------------
Jon Zindel (32)              Tax Officer              Vice President and Director of Taxation, ACSC (1996 to present)
4500 Main St.                                         Tax Manager, Price Waterhouse LLP (1989 to 1996)
Kansas City, MO 64111
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


18                         AMERICAN CENTURY INVESTMENTS


THE FUNDS' PRINCIPAL SHAREHOLDERS


    As of July 2, 1999,  the following  companies were the record owners of more
than 5% of a fund's outstanding shares:

    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 July 2, 1999,  the
officers and directors of the funds, as a group,  own less than 1% of any fund's
outstanding shares.

                                                                   Percentage
                                                                   of Shares
Fund                   Shareholder                                 Outstanding
- --------------------------------------------------------------------------------
Premium Government     Chase Management Bank NA                        21.8%
Reserve                Lorillard Inc. Hourly Paid Plan and Trust
                       770 Broadway, Fl 19
                       New York, NY 10003


                       Rancho San Antonio Retirement Services, Inc.    10.7%
                       23600 Via Esplendor
                       Cupertino, CA 95014


                       Cornelia M. Small                                9.6%
                       60 E. End Avenue
                       Apt. 26B
                       New York, NY 10028


                       UMB Bank NA Trustee                              5.6%
                       Insilco Corporation Employee Thrift Plan Trust
                       P.O. Box 419692
                       Kansas City, MO 64141
- --------------------------------------------------------------------------------
Premium Bond           Trustees of Presbyterian Healthcare             13.2%
                       System 401-A Retirement Plan and Trust
                       P.O. Box 419692
                       Kansas City, MO 64141

                       UMB Bank NA Trustee                              9.1%
                       Harris Methodist Health System 403 B
                       P.O. Box 419692
                       Kansas City, MO 64141

                       Trustees of Texas Health                         7.3%
                       Retirement Program
                       8220 Walnut Hill Lane, Suite 700
                       Dallas, TX 75131

                       North Carolina Engineering Foundation, Inc.      6.8%
                       Campus Box 7207, Room 19 Avent
                       Raleigh, NC 27695

                       UMB Bank NA Custodian                            6.0%
                       Presbyterian Healthcare System Section 403-B Plan
                       P.O. Box 419692
                       Kansas City, MO 64141

                       Trustees of Harris Methodist Health              5.2%
                       System Productivity Plan and Trust
                       6000 Western Pl, Suite 700
                       Fort Worth, TX 76107
- --------------------------------------------------------------------------------


     STATEMENT OF ADDITIONAL INFORMATION                                     19


 SERVICE PROVIDERS

    The funds have no employees.  To conduct the funds'  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 heading "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.

    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  Directors,  or by the vote of a  majority  of  outstanding  votes  (as
defined in the  Investment  Company  Act) and (2) the vote of a majority  of the
directors  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 Directors, 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,
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 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 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  corporation's
Board of  Directors  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.


20                         AMERICAN CENTURY INVESTMENTS



    Unified  management  fees  incurred  by each  fund by class  for the  fiscal
periods  ended March 31, 1999,  1998 and 1997,  are  indicated in the  following
table.


UNIFIED MANAGEMENT FEES


Fund                            1999          1998          1997
- --------------------------------------------------------------------------------
Premium Government Reserve    $315,756      $203,339      $138,640
Premium Capital Reserve        942,501       763,533       640,040
Premium Bond                   429,782       258,139        91,566
- --------------------------------------------------------------------------------


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 Variable Portfolios, Inc.
    American Century Capital Portfolios, Inc.
    American Century Strategic Asset Allocations, Inc.
    American Century Municipal Trust
    American Century Government Income Trust
    American Century Investment Trust
    American Century Target Maturities Trust
    American Century Quantitative Equity Funds
    American Century International Bond Funds
    American Century California Tax-Free and Municipal Funds


TRANSFER AGENT AND ADMINISTRATOR

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

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

    Pursuant  to  a  Sub-Administration   Agreement  with  the  advisor,   Funds
Distributor,  Inc. (FDI) serves as the  co-administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the advisor out of its unified fee.

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.

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 AUDITORS


    Deloitte & Touche LLP are the independent auditors of the funds. The address
of Deloitte & Touche LLP is 1010 Grand Boulevard,  Kansas City,  Missouri 64106.
As the  independent  auditors  of the  funds,  Deloitte  & Touche  LLP  provides
services  including (1) audit of the annual financial  statements for each fund,
(2) assistance and consultation in connection



STATEMENT OF ADDITIONAL INFORMATION                                          21


with SEC filings and (3) review of the annual  federal  income tax return  filed
for each fund.

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 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

    Each of the three funds named on the front of this  Statement of  Additional
Information is a series of shares issued by the corporation,  and shares of each
fund have equal voting rights. In addition, each series (or fund) may be divided
into  separate  classes.  Additional  funds and classes  may be added  without a
shareholder vote.

    Each fund votes  separately  on  matters  affecting  that fund  exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of the
corporation's (i.e., all funds') outstanding shares may be able to elect a Board
of Directors.  The corporation undertakes  dollar-based voting, meaning that the
number of votes a shareholder  is entitled to is based upon the dollar amount of
the  shareholder's  investment.  The election of directors is  determined by the
votes received from all the corporation's 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.

    The assets  belonging to each series or class of shares are held  separately
by the custodian  and the shares of each series or class  represent a beneficial
interest in the principal,  earnings and profit (or losses) of  investments  and
other assets held for each series or class. Your rights as a shareholder are the
same for all series or class of securities unless otherwise stated. Within their
respective series or class, all shares have equal redemption rights. Each share,
when issued, is fully paid and non-assessable.

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

    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.

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.


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 4 p.m.
Eastern  time on 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 NAV 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.


22                         AMERICAN CENTURY INVESTMENTS


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

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

    Because there are hundreds of thousands of municipal issues outstanding, and
the majority of them do not trade daily, the prices provided by pricing services
for these types of securities are generally  determined without regard to bid or
last sale prices.  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 Directors. 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  maturing  within 60 days of the valuation  date may be valued at
cost,  plus or minus any  amortized  discount or premium,  unless the  directors
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
Directors.

    The  value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, if that
is earlier.  That value is then translated to dollars at the prevailing  foreign
exchange  rate.  Trading in  securities  on European and Far Eastern  securities
exchanges and  over-the-counter  markets is normally  completed at various times
before the close of  business  on each day that the New York Stock  Exchange  is
open.

    If an event were to occur after the value of a security was established, but
before  the net  asset  value  per  share  was  determined,  that was  likely to
materially  change the net asset value,  then that  security  would be valued at
fair value as determined in accordance with  procedures  adopted by the Board of
Directors.

    Trading of these  securities in foreign  markets may not take place on every
exchange  business day. In addition,  trading may take place in various  foreign
markets on Saturdays or on other days when the exchange is not open and on which
the funds' net asset value is not calculated.  Therefore,  such  calculations do
not take place contemporaneously with the determination of the prices of many of
the portfolio  securities  used in such  calculation and the value of the funds'
portfolios may be affected on days when shares of the funds may not be purchased
or redeemed.

    Each of the money market funds operates  pursuant to Investment  Company Act
Rule 2a-7,  which  permits  valuation  of portfolio  securities  on the basis of
amortized cost. When a security is valued at amortized cost, it is valued at its
cost when  purchased  and  thereafter  by  assuming a constant  amortization  to
maturity of any  discount or premium,  regardless  of the impact of  fluctuating
interest rates on the market value of the investment.

    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


STATEMENT OF ADDITIONAL INFORMATION                                          23


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.

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 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.

    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days.

    Distributions from gains on assets held longer than 12 months are taxable as
long-term  gains  regardless  of the  length of time you have  held the  shares.
However,  you should note that any loss  realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term  capital  loss
to the extent of any distributions of long-term capital gain to you with respect
to such shares.

    Dividends  and interest  received by a fund on foreign  securities  may give
rise  to  withholding  and  other  taxes  imposed  by  foreign  countries.   Tax
conventions  between  certain  countries  and the  United  States  may reduce or
eliminate such taxes. Foreign countries generally do not impose taxes on capital
gains in respect to investments  by  non-resident  investors.  The foreign taxes
paid by the fund will reduce its dividends.


    If more  than 50% of the  value of a fund's  total  assets at the end of its
fiscal year consists of securities of foreign corporations, the fund may qualify
for and make an election with the Internal  Revenue Service with respect to such
fiscal  year so that you may be able to claim a foreign  tax credit in lieu of a
deduction  for  foreign  income  taxes paid by the fund.  If such an election is
made,  the foreign taxes paid by the fund will be treated as income  received by
you. In order for you to utilize the foreign tax credit, you must have held your
shares for 16 days or more during the 30-day period,  beginning 15 days prior to
the ex-  dividend  date for the  shares.  The fund must  meet a similar  holding
period  requirement  with respect to foreign  securities  to which a dividend is
attributable.  Any portion of the  foreign  tax credit that is eligible  will be
separately disclosed.


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

    Redemption  of shares of a fund  (including  redemption  made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will  generally  recognize  gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. 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


24                            AMERICAN CENTURY INVESTMENTS


"wash sale" rules of the Code, resulting in a postponement of the recognition of
such loss for federal income tax purposes.

    Premium Bond may adjust its  dividends to take  currency  fluctuations  into
account,  which may cause the dividends to vary. If the fund's  dividends exceed
its   taxable   income  in  any  year,   which  is   sometimes   the  result  of
currency-related losses, all or a portion of the fund's dividends may be treated
as a return of capital to shareholders  for tax purposes.  Any return of capital
will  reduce  the cost  basis of your  shares,  which  will  result  in a higher
reported  capital  gain or a lower  reported  capital  loss  when you sell  your
shares.   The  Form  1099-DIV  you  receive  in  January  will  specify  if  any
distributions included a return of capital.


STATE AND LOCAL TAX


    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.

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  the
fund's net  investment  income by its share  price on the last day of the period
according to the following formula:

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

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

MONEY MARKET FUND YIELDS
(seven-day period ended March 31, 1999)

Fund                            7-Day Yield     Effective Yield
- --------------------------------------------------------------------------------
Premium Government
Reserve                          4.43%             4.53%
- --------------------------------------------------------------------------------
Premium Capital
Reserve                          4.53%             4.63%
- --------------------------------------------------------------------------------


NON-MONEY MARKET FUND YIELDS
(30-day period ended March 31, 1999)


Fund                            30-Day Yield
- --------------------------------------------------------------------------------
Premium Bond                     5.80%
- --------------------------------------------------------------------------------

    The  following  table sets forth the  average  annual  total  return for the
Investor Class of the funds for the periods indicated as of March 31, 1999.

AVERAGE ANNUAL TOTAL RETURNS -- INVESTOR CLASS
(fiscal year ended March 31, 1999)

Fund                   1 year     5 years     Life of Fund(1)
- --------------------------------------------------------------------------------
Premium Government
  Reserve               4.80%      5.13%           4.68%
- --------------------------------------------------------------------------------
Premium Capital
  Reserve               4.97%      5.23%           4.77%
- --------------------------------------------------------------------------------
Premium Bond            2.34%      7.50%           5.88%
- --------------------------------------------------------------------------------

(1) The inception date for the funds is April 1, 1993.



     STATEMENT OF ADDITIONAL INFORMATION                                     25


    Total returns quoted in advertising and sales literature reflect all aspects
of a fund's return,  including the effect of  reinvesting  dividends and capital
gain distributions (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.

    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.

PERFORMANCE COMPARISONS

    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 junk bond market (source:  Data Resources,  Inc.); the CRB Futures
Index  (source:  Commodity  Index Report);  the price of gold  (sources:  London
a.m./p.m.  fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper,  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
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.

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


26                          AMERICAN CENTURY INVESTMENTS



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.


FINANCIAL STATEMENTS

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


     STATEMENT OF ADDITIONAL INFORMATION                                     27


EXPLANATION OF FIXED-INCOME SECURITIES RATINGS

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

BOND RATINGS


S&P   Moody's    Description
- --------------------------------------------------------------------------------
AAA   Aaa        These are the highest ratings assigned by S&P and Moody's to a
                 debt obligation. These ratings indicate an extremely strong
                 capacity to pay interest and repay principal.
- --------------------------------------------------------------------------------
AA    Aa         Debt rated in this category is considered to have a very strong
                 capacity to pay interest and repay principal. It differs from
                 AAA/Aaa issues only in a small degree.
- --------------------------------------------------------------------------------
A     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   Baa        Debt rated BBB/Baa is regarded as having an adequate capacity
                 to pay interest and repay principal. Whereas it normally
                 exhibits adequate protection parameters, adverse economic
                 conditions or changing circumstances are more likely to lead
                 to a weakened capacity to pay interest and repay principal for
                 debt in this category than in higher-rated categories.
- --------------------------------------------------------------------------------
BB    Ba         Debt rated BB/Ba has less near-term vulnerability to default
                 than other speculative issues. However, it faces major ongoing
                 uncertainties or exposure to adverse business, financial or
                 economic conditions that could lead to inadequate capacity to
                 meet timely interest and principal payments. The BB rating
                 category also is used for debt subordinated to senior debt
                 that is assigned an actual or implied BBB- rating.
- --------------------------------------------------------------------------------
B     B          Debt rated B has a greater vulnerability to default but
                 currently has the capacity to meet interest payments and
                 principal repayments. Adverse business, financial or economic
                 conditions will likely impair capacity or willingness to pay
                 interest and repay principal. The B rating category also is
                 used for debt subordinated to senior debt that is assigned an
                 actual or implied BB/Ba or BB-/Ba3 rating.
- --------------------------------------------------------------------------------
CCC   Caa        Debt rated CCC/Caa has a currently identifiable vulnerability
                 to default and is dependent upon favorable business, financial
                 and economic conditions to meet timely payment of interest and
                 repayment of principal. In the event of adverse business,
                 financial or economic conditions, it is not likely to have the
                 capacity to pay interest and repay principal. The CCC/Caa
                 rating category also is used for debt subordinated to senior
                 debt that is assigned an actual or implied B or B-/B3 rating.
- --------------------------------------------------------------------------------
CC    Ca         The rating CC/Ca typically is applied to debt subordinated to
                 senior debt that is assigned an actual or implied CCC/Caa
                 rating.
- --------------------------------------------------------------------------------
C     C          The rating C typically is applied to debt subordinated to
                 senior debt, which is assigned an actual or implied CCC-/Caa3
                 debt rating. The C rating may be used to cover a situation
                 where a bankruptcy petition has been filed, but debt service
                 payments are continued.
- --------------------------------------------------------------------------------
CI    --         The rating CI is reserved for income bonds on which no interest
                 is being paid.
- --------------------------------------------------------------------------------
D     D          Debt rated D is in payment default. The D rating category is
                 used when interest payments or principal payments are not made
                 on the date due even if the applicable grace period has not
                 expired, unless S&P believes that such payments will be made
                 during such grace period. The D rating also is used upon the
                 filing of a bankruptcy petition if debt service payments are
                 jeopardized.
- --------------------------------------------------------------------------------


    To provide  more  detailed  indications  of credit  quality,  the Standard &
Poor's ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within these major rating categories.  Similarly,
Moody's adds numerical  modifiers (1,2,3) to designate  relative standing within
its major bond rating categories. Fitch Investors Service, Inc. also rates bonds
and uses a ratings system that is substantially similar to that used by Standard
& Poor's.


28                         AMERICAN CENTURY INVESTMENTS


COMMERCIAL PAPER RATINGS

S&P   Moody's    Description
- --------------------------------------------------------------------------------
A-1   Prime-1    This indicates that the degree of safety regarding timely
      (P-1)      payment is strong. Standard & Poor's rates those issues
                 determined to possess extremely strong safety characteristics
                 as A-1+.
- --------------------------------------------------------------------------------
A-2   Prime-2    Capacity for timely payment on commercial paper is
      (P-2)      satisfactory, but the relative degree of safety is not as high
                 as for issues  designated  A-1.  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.
- --------------------------------------------------------------------------------
A-3   Prime-3    Satisfactory capacity for timely repayment. Issues that carry
      (P-3)      this rating are somewhat more vulnerable to the
                 adverse changes in circumstances than obligations carrying the
                 higher designations.
- --------------------------------------------------------------------------------

NOTE RATINGS

S&P   Moody's   Description
- --------------------------------------------------------------------------------
SP-1  MIG-1;    Notes are of the highest quality enjoying strong protection from
      VMIG-1    established cash flows of funds for their servicing or
                from established and broad-based access to the market for
                refinancing, or both.
- --------------------------------------------------------------------------------
SP-2  MIG-2;    Notes are of high quality, with margins of protection ample,
      VMIG-2    although not so large as in the preceding group.
- --------------------------------------------------------------------------------
SP-3  MIG-3;    Notes are of favorable quality, with all security elements
      VMIG-3    accounted for, but lacking the undeniable strength of the
                preceding grades. Market access for refinancing, in particular,
                is likely to be less well-established.
- --------------------------------------------------------------------------------
SP-4  MIG-4;    Notes are of adequate quality, carrying specific risk but having
      VMIG-4    protection and not distinctly or predominantly speculative.
- --------------------------------------------------------------------------------

    STATEMENT OF ADDITIONAL INFORMATION                                      29


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

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 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. 811-7446

[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

AUTOMATED INFORMATION LINE
1-800-345-8765

WWW.AMERICANCENTURY.COM

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-16643   9908


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