AMERICAN CENTURY INVESTMENT TRUST
485BPOS, 1997-06-27
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

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

         File No. 33-65170:

         Pre-Effective Amendment No.____

         Post-Effective Amendment No._5_                               

                                     and/or

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

         File No. 811-7822:

         Amendment No._6_


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

         4500 Main Street, Kansas City, MO  64111
         (Address of Principal Executive Offices)

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

         Douglas A. Paul
         Vice President, Secretary
         and General Counsel
         1665 Charleston Road, Mountain View, CA  94043
         (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:  Immediately, upon effectiveness 
(first offered 11/17/93)

It is proposed that this filing become effective:

   _____  immediately upon filing pursuant to paragraph (b) of Rule 485
   __X__  on July 1, 1997 pursuant to paragraph (b) of Rule 485 
   _____  60 days after filing pursuant to paragraph (a) of Rule 485 
   _____  on (date) pursuant to paragraph (a)(1) of Rule 485 
   _____  75 days after filing pursuant to paragraph (a) (2) of Rule 485 
   _____  on (date) pursuant to paragraph (a)(2) of Rule 485

- --------------------------------------------------------------------------------
Registrant has elected to register an indefinite  number of shares of beneficial
interest  under the  Securities  Act of 1933  pursuant  to Rule 24f-2  under the
Investment  Company Act of 1940. On April 11, 1997, the Registrant  filed a Rule
24f-2  Notice on Form 24f-2 with  respect to its fiscal year ended  February 28,
1997.
<PAGE>
                        AMERICAN CENTURY INVESTMENT TRUST
                     1933 Act Post-Effective Amendment No. 5
                            1940 Act Amendment No. 6

                                    FORM N-1A
                              CROSS-REFERENCE SHEET


PART A:  PROSPECTUS

ITEM      PROSPECTUS CAPTION

1         Cover Page

2         Transaction and Operating Expense Table

3         Financial Highlights, Performance Advertising

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

5         Management

5A        Not Applicable

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

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

8         How to Redeem Shares, Transfer and Administrative Services

9         Not Applicable



PART B:  STATEMENT OF ADDITIONAL INFORMATION

ITEM      STATEMENT OF ADDITIONAL INFORMATION CAPTION

10        Cover Page

11        Table of Contents

12        Not Applicable

13        Investment Policies and Techniques, Investment Restrictions, Portfolio
          Transactions

14        Trustees and Officers

15        Additional Purchase and Redemption Information, Trustees and Officers

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

17        Portfolio Transactions

18        About the Trust

19        Additional Purchase and Redemption Information, Valuation of Portfolio
          Securities

20        Taxes

21        Additional Purchase and Redemption Information

22        Performance

23        Cover Page
<PAGE>
                                   PROSPECTUS

                            [american century logo]
                                    American
                                  Century(sm)

   
                                  JULY 1, 1997
    

                                     BENHAM
                                     GROUP(R)

                               Prime Money Market

[front cover]


                          AMERICAN CENTURY INVESTMENTS
                                FAMILY OF FUNDS

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

                          AMERICAN CENTURY INVESTMENTS

    Benham Group(R)        American Century Group    Twentieth Century(R) Group

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

     Prime Money
        Market




   
                                   PROSPECTUS
                                  JULY 1, 1997
    

                               PRIME MONEY MARKET

                       AMERICAN CENTURY INVESTMENT TRUST

   
     American   Century   Investment   Trust  is  a  part  of  American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering a variety of  investment  opportunities.  One of the money market funds
from our Benham  Group,  American  Century--Benham  Prime Money Market Fund (the
"Fund"), is described in this Prospectus.  Its investment objective is listed on
page  2  of  the   Prospectus.   The  other  funds  are  described  in  separate
prospectuses.

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

     This Prospectus  gives you information  about the Fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated July 1,  1997,  and filed with the  Securities  and  Exchange
Commission  ("SEC").  It is incorporated  into this Prospectus by reference.  To
obtain a copy without charge, call or write:

                          AMERICAN CENTURY INVESTMENTS
                       4500 Main Street o P.O. Box 419200
               Kansas City, Missouri 64141-6200 o 1-800-345-2021
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-444-3485
                       Internet: www.americancentury.com
    

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

   
     INVESTMENTS  IN THE FUND ARE NOT INSURED,  NOR ARE THEY  GUARANTEED  BY THE
U.S.  GOVERNMENT OR ANY OTHER AGENCY.  THERE IS NO ASSURANCE  THAT THE FUND WILL
BE ABLE TO MAINTAIN A $1.00 SHARE PRICE.
    

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

Prospectus                                                                     1


                        INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY-BENHAM
PRIME MONEY MARKET FUND

     The Fund's  investment  objective  is to seek the highest  level of current
income consistent with preservation of capital.

     The  Fund  buys   high-quality,   U.S.   dollar-denominated   money  market
instruments  and  other  short-term   obligations  of  banks,   governments  and
corporations.

     INVESTMENTS  IN THE FUND ARE NOT  INSURED  NOR ARE THEY  GUARANTEED  BY THE
U.S.  GOVERNMENT OR ANY OTHER AGENCY.  THERE IS NO ASSURANCE  THAT THE FUND WILL
BE ABLE TO MAINTAIN A $1.00 SHARE PRICE.


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


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

2    Investment Objective                           American Century Investments


                               TABLE OF CONTENTS

   
Investment Objective of the Fund...............................................2
Transaction and Operating Expense Table........................................4
Financial Highlights...........................................................5
    

                         INFORMATION REGARDING THE FUND

Investment Policies of the Fund................................................6
   Investment Objective........................................................6
   Eligible Investments........................................................6
   Portfolio Investment Quality and
      Maturity Criteria........................................................6
   Diversification.............................................................7
   Industry Concentration......................................................7
Risk Factors and Investment Techniques.........................................7
   Corporate Obligations.......................................................7
   Bank Obligations............................................................8
   Government Obligations......................................................8
   Variable and Floating-Rate Instruments......................................8
   Rule 144A Securities........................................................9
   U.S. Dollar-Denominated Foreign Securities..................................9
Other Investment Practices, Their Characteristics
   and Risks...................................................................9
   Repurchase Agreements.......................................................9
   When-Issued and Forward Commitment
      Agreements...............................................................9
   Borrowing..................................................................10
Other Techniques..............................................................10
Performance Advertising.......................................................10

                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments..................................................11
Investing in American Century.................................................11
How to Open an Account........................................................11
     By Mail..................................................................11
     By Wire..................................................................11
     By Exchange..............................................................12
     In Person................................................................12
   Subsequent Investments.....................................................12
     By Mail..................................................................12
     By Telephone.............................................................12
     By Online Access.........................................................12
     By Wire..................................................................12
     In Person................................................................12
   Automatic Investment Plan..................................................12
How to Exchange from One Account to Another ..................................12
     By Mail .................................................................13
     By Telephone.............................................................13
     By Online Access.........................................................13
How to Redeem Shares..........................................................13
     By Mail..................................................................13
     By Telephone ............................................................13
     By Check-A-Month.........................................................13
     Other Automatic Redemptions..............................................13
   Redemption Proceeds........................................................13
     By Check.................................................................13
     By Wire and ACH..........................................................13
   Redemption of Shares in Low-Balance Accounts...............................14
Signature Guarantee...........................................................14
Special Shareholder Services..................................................14
     Automated Information Line...............................................14
     Online Account Access....................................................14
     CheckWriting.............................................................14
     Tax-Qualified Retirement Plans...........................................15
Important Policies Regarding Your Investments.................................15
Reports to Shareholders.......................................................16
Employer-Sponsored Retirement Plans and
   Institutional Accounts.....................................................16

                     ADDITIONAL INFORMATION YOU SHOULD KNOW

   
Share Price...................................................................17
   When Share Price Is Determined.............................................17
   How Share Price Is Determined..............................................17
   Where to Find Yield Information ...........................................18
Distributions.................................................................18
Taxes.........................................................................18
   Tax-Deferred Accounts......................................................18
   Taxable Accounts...........................................................18
Management....................................................................19
   Investment Management......................................................19
   Code of Ethics.............................................................19
   Transfer and Administrative Services.......................................20
   Special Meeting of Shareholders............................................20
Distribution of Fund Shares...................................................21
Expenses......................................................................21
Further Information About American Century....................................22
    

Prospectus                                              Table of Contents      3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                              Prime Money Market

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases...........................   none
Maximum Sales Load Imposed on Reinvested Dividends................   none
Deferred Sales Load...............................................   none
Redemption Fee(1).................................................   none
Exchange Fee......................................................   none

ANNUAL FUND OPERATING EXPENSES:(2)
(as a percentage of average net assets)

   
Management Fees (net of expense limitation).......................   .18%
12b-1 Fees........................................................   none
Other Expenses....................................................   .32%
Total Fund Operating Expenses (net of expense limitation).........   .50%
    

EXAMPLE:

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

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

   
(2)  Benham  Management  Corporation  (the  "Manager")  has  agreed to limit the
     Fund's total  operating  expenses to a specified  percentage  of the Fund's
     average  daily net  assets.  The  agreement  provides  that the Manager may
     recover  amounts  absorbed  on behalf of the Fund during the  preceding  11
     months if, and to the  extent  that,  for any given  month,  Fund  expenses
     were  less than the  expense  limit in effect  at that  time.  The  current
     expense  limitation for the Fund is .50%. This expense  limitation  expires
     on May 31, 1998. If the expense  limitation  was not in effect,  the Fund's
     Management  Fee, Other Expenses and Total Fund Operating  Expenses would be
     as  follows,  respectively:   .31%,  .32%  and  .63%.  On  July  30,  1997,
     shareholders  of the Fund will consider a new  Management  Agreement  which
     would  change the Fund's  Management  Fees,  Other  Expenses and Total Fund
     Operating  Expenses.  See "Special  Meeting of Shareholders" on page 20 for
     more information.
    

     The Fund pays the Manager  advisory fees equal to an annualized  percentage
of the Fund's average daily net assets.  Other expenses  include  administrative
and transfer agent fees paid to American Century Services Corporation.

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

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


4    Transaction and Operating Expense Table        American Century Investments

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                               PRIME MONEY MARKET

   
     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by KPMG Peat Marwick LLP,  independent  auditors,  whose report  thereon
appears in the Fund's annual report, which is incorporated by reference into the
Statement of Additional  Information.  The semiannual and annual reports contain
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended February 28, except as noted.


                                                                      1997            1996(1)            1995             1994(2)

PER-SHARE DATA

<S>                                                                   <C>              <C>              <C>                <C>  
Net Asset Value, Beginning of Period............................      $1.00            $1.00            $1.00              $1.00
                                                                 ----------        ----------       ----------        ----------
Income from Investment Operations

   Net Investment Income........................................       0.05              0.06             0.05              0.01
                                                                 ----------        ----------       ----------        ----------
Distributions

   From Net Investment Income...................................     (0.05)            (0.06)           (0.05)            (0.01)
                                                                 ----------        ----------       ----------        ----------
Net Asset Value, End of Period..................................      $1.00             $1.00            $1.00             $1.00
                                                                 ==========        ==========       ==========        ==========
   TOTAL RETURN(3)..............................................      5.04%             5.60%           4.93%              0.96%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses to Average Net Assets(4).........      0.50%             0.48%            0.04%                 -

   Ratio of Operating Expenses to Average Net Assets
     (Before Expense Waiver)(4).................................      0.63%             0.62%            0.71%          1.49%(5)

   Ratio of Net Investment Income to Average Net Assets.........      4.92%             5.43%            5.28%          3.35%(5)

   Ratio of Net Investment Income to Average Net Assets
     (Before Expense Waiver)....................................      4.79%             5.29%            4.61%          1.86%(5)

   Net Assets, End of Period (in thousands)..................... $1,211,990        $1,270,653       $1,509,863           $75,168

(1)  Year Ended February 29, 1996.

(2)  November 17, 1993 (inception) through February 28, 1994.

(3)  Total return assumes  reinvestment  of dividends.  Total return for periods
     less than one year are not annualized.

(4)  The ratios for periods  subsequent to February 28, 1995,  include  expenses
     paid through expense offset arrangements.

(5)  Annualized.
</TABLE>
    
Prospectus                                           Financial Highlights      5


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

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

     For an explanation of the securities  ratings  referred to in the following
discussion, see "Other Information" in the Statement of Additional Information.

INVESTMENT OBJECTIVE

   
     The Fund's  investment  objective  is to seek the highest  level of current
income  consistent with  preservation  of capital.  The Fund seeks to maintain a
$1.00 share  price,  although  there is no  guarantee  it will be able to do so.
Shares of the Fund are neither insured nor guaranteed by the U.S. government. As
with any mutual  fund,  there is no  guarantee  that the Fund will  achieve  its
investment objective.
    

ELIGIBLE INVESTMENTS

   
     The Fund buys high-quality  ("first-tier"),  U.S.  dollar-denominated money
market instruments and other short-term obligations of banks,  governments,  and
corporations.  Some  of  the  Fund's  possible  investments  are  listed  in the
following  table.  The  obligations  referenced  in  the  table  and  the  risks
associated  with  investing in them are  described  in the section  titled "Risk
Factors and Investment Techniques," which begins on page 7.
    

- -----------------------------------------------------------------------------
ISSUERS                                   TYPES OF OBLIGATIONS
- -----------------------------------------------------------------------------
Domestic and foreign financial            Negotiable certificates 
of institutions (e.g., banks, broker-     deposit, bankers' acceptances, 
dealers, insurance companies,             bank notes, and commercial 
leasing and financing corporations)       paper (including floating-rate
                                          agency securities)
- -----------------------------------------------------------------------------
Domestic and foreign                      Commercial paper and short-
nonfinancial corporations                 term corporate debt obligations
                                          (including fixed- and
                                          variable-rate notes and
                                          bonds)
- -----------------------------------------------------------------------------
U.S. government and its                   U.S. Treasury bills, notes,
agencies and instrumentalities            bonds, and U.S. government
                                          agency obligations (including
                                          floating-rate agency securities)
- -----------------------------------------------------------------------------
Foreign governments                       Commercial paper and
and their agencies and                    discount notes
instrumentalities
- -----------------------------------------------------------------------------

PORTFOLIO INVESTMENT QUALITY
AND MATURITY CRITERIA

     The Manager follows  regulatory  guidelines on quality and maturity for the
Fund's  investments,  which are  designed to help  maintain a stable $1.00 share
price. In particular, the Fund:

(1)  Buys only U.S. dollar-denominated  obligations with remaining maturities of
     13 months or less (and variable- and floating-rate  obligations with demand
     features that effectively shorten their maturities to 13 months or less);

(2)  Maintains a dollar-weighted average portfolio maturity of 90 days or less;

(3)  Restricts its  investments to  high-quality  obligations  determined by the
     Manager to present minimal credit risks, pursuant to guidelines established
     by the Board of Trustees.

     To be considered high-quality, an obligation must be one of the following:

6    Information Regarding the Fund                 American Century Investments


(1)  A U.S. government obligation;

(2)  Rated (or issued by an issuer rated with  respect to a class of  short-term
     debt  obligations)  within the two highest rating categories for short-term
     debt obligations by at least two nationally  recognized  statistical rating
     organizations  ("rating  agencies")  (or one if  only  one  has  rated  the
     obligation);

(3)  An  unrated  obligation  judged  by the  Manager,  pursuant  to  guidelines
     established by the Board of Trustees, to be of comparable quality.

     The Fund intends to buy only obligations which are designated as first-tier
securities as defined by the SEC; that is, securities with the highest rating.

     The  acquisition of securities that are unrated or rated by only one rating
agency must be approved or ratified by the Board of Trustees.

DIVERSIFICATION

     In order to reduce  investment  risks,  the  Manager is  required by law to
diversify the Fund's  investment  portfolio.  As a general rule, the Manager may
not invest more than 5% of the Fund's  total  assets in  securities  issued by a
single  institution.  In addition,  the Fund must also limit its  investments in
securities subject to puts of a single institution.

     This  policy  does not apply to U.S.  government  securities,  in which the
Fund  may  invest   without   limitation.   See  the   Statement  of  Additional
Information for a more detailed description.

INDUSTRY CONCENTRATION

     Under normal market conditions,  25% or more of the Fund's total assets are
invested in  obligations  of issuers in the financial  services  industry.  This
industry  concentration  reflects that of the markets in which the Fund invests.
More than half of the  markets'  commercial  paper is  issued  by  companies  or
organizations in the financial services industry.

     For temporary defensive purposes,  less than 25% of the Fund's total assets
may be invested in  obligations of issuers in the financial  services  industry.
The  Manager  will not invest  more than 25% of the Fund's  total  assets in any
other industry.

RISK FACTORS AND INVESTMENT TECHNIQUES

     The Fund may be  appropriate  for  investors who seek to (1) earn income at
current money market rates while preserving their investments;  (2) use the Fund
as part of a long-term, balanced investment portfolio consisting of money market
instruments,  bonds, and stocks;  or (3) use the Fund to place investment monies
as part of a dollar-cost averaging investment program.

     Because the Fund emphasizes stability,  it will not generate as much income
as a bond fund. No single fund constitutes a balanced investment plan.

     Corporations  and  governments  address  their  short-term   borrowing  and
cash-flow management needs in a highly liquid, worldwide financial market called
the "money  market." The following is a brief  description of the types of money
market instruments the Fund may buy.

CORPORATE OBLIGATIONS

     Commercial paper is issued by large corporations to raise cash. The maximum
maturity for commercial  paper is 270 days,  although most  commercial  paper is
issued  with  maturities  of 60 days or less.  Commercial  paper is offered at a
discount with its full face value paid at maturity.

     Although  commercial paper rates generally  fluctuate with the value of the
London Interbank Offered Rate (LIBOR), Treasury bills, bankers' acceptances, and
certificates  of deposit,  they are also influenced by (1) the issuer's size and
credit rating and (2) the commercial paper maturity date.

     Smaller or lower-rated  corporations  may tap the  commercial  paper market
through asset-backed  commercial paper programs. In a typical program, a special
purpose  corporation  (a "SPC"),  created  and/or  serviced by a bank,  uses the
proceeds from an issuance of commercial  paper to purchase  receivables from one
or more corporations (sellers).  The sellers transfer their interest in the cash
flow from the  receivables to the SPC, and this cash is used to pay interest and
repay principal on the commercial  paper.  Letters of credit may be available to
cover the risk that the cash flow from the receivables will not be sufficient to
cover the maturing commercial paper.

Prospectus                                 Information Regarding the Fund      7


     The Fund may purchase  corporate notes and bonds with remaining  maturities
of 13  months  or less in the  secondary  market  provided  that  each of  these
securities has characteristics consistent with regulatory requirements for money
market funds.

BANK OBLIGATIONS

     Negotiable  certificates  of deposit (CDs) evidence a bank's  obligation to
repay money  deposited  with it for a specified  period of time. The table below
identifies the types of CDs the Fund may buy.

- -----------------------------------------------------------------------------
CD TYPE                                   ISSUER
- -----------------------------------------------------------------------------
Domestic                                  Domestic offices of U.S.
                                          banks
- -----------------------------------------------------------------------------
Yankee                                    U.S. branches of foreign
                                          banks
- -----------------------------------------------------------------------------
Eurodollar                                Issued in London by U.S.,
                                          Canadian, European, and
                                          Japanese banks
- -----------------------------------------------------------------------------
Schedule B                                Canadian subsidiaries of
                                          non-Canadian banks
- -----------------------------------------------------------------------------

     Bankers'  acceptances are used to finance foreign commercial trade.  Issued
by a bank with an importer's name on them, these  instruments allow the importer
to back up its own pledge to pay for imported goods with a bank's  obligation to
cover the transaction if the importer fails to do so.

     Bank notes are senior  unsecured  promissory  notes  issued in the U.S.  by
domestic commercial banks.

     The bank obligations the Fund may buy generally are not insured by the FDIC
or any other insurer.

GOVERNMENT OBLIGATIONS

     U.S.  Treasury  securities differ from one another in their interest rates,
maturities,  and issuance and interest  payment  schedules.  Treasury bills have
initial  maturities of one year or less;  Treasury notes,  two to ten years; and
Treasury bonds, more than ten years.

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

     Some  obligations  issued or  guaranteed  by U.S.  government  agencies  or
instrumentalities  are  supported  by the  full  faith  and  credit  of the U.S.
government;  others are  supported by the right of the issuer to borrow from the
Treasury; others are supported by the U.S. government's  discretionary authority
to purchase certain obligations of the agency or instrumentality, and others are
supported only by the credit of the issuing agency or instrumentality.

     Supranational organizations (generally,  multilateral lending institutions,
or "MLI"s) are created by governments  to promote  economic  reconstruction  and
development.  An MLI's  creditworthiness  is based not only on its own financial
performance, but on the willingness and ability of member governments to support
its lending activities.

     While maintaining  strict financial controls to ensure liquidity and strong
creditworthiness,  MLIs finance their operations in the same manner as any other
financial  institution,   with  a  combination  of  short-  and  long-term  debt
obligations.  Short-term  debt is  usually  issued  in the  form  of  short-term
discount notes and commercial paper.

VARIABLE AND FLOATING-RATE INSTRUMENTS

     Variable-  and  floating-rate   instruments  are  issued  by  corporations,
financial institutions, and government agencies and instrumentalities.

     Floating-rate instruments have interest rates that change whenever there is
a change in a designated base rate, whereas  variable-rate  instruments  provide
for specified periodic interest rate adjustments. The interest rate on variable-
and floating-rate  instruments is ordinarily determined by reference to (or is a
percentage of) an objective standard,  such as the Federal Funds effective rate,
the 90-day U.S. Treasury bill rate, or LIBOR.

     Although the Fund  typically  limits its  investments  to  securities  with
remaining  maturities  of 13 months or less,  it may  invest  in  variable-  and
floating-rate  instruments that have nominal (or stated) maturities in excess of
13 months,  provided that such  instruments (1) have demand features  consistent
with regulatory requirements for money market funds, or (2)

8    Information Regarding the Fund                 American Century Investments


are securities  issued by the U.S.  government or a U.S.  government agency that
meet certain regulatory requirements for money market funds.

   
RULE 144A SECURITIES
    

     The Funds may, from time to time,  purchase Rule 144A  securities when they
present  attractive  investment  opportunities  that  otherwise  meet the Fund's
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded  among  qualified  institutional  buyers  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 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  Trustees  to  determine,  such  determination  to  be  based  upon  a
consideration  of the readily  available  trading  markets and the review of any
contractual  restrictions.  The staff  also  acknowledges  that  while the Board
retains ultimate  responsibility,  it may delegate this function to the Manager.
Accordingly, the Board of Trustees has established guidelines and procedures for
determining  the  liquidity  of  Rule  144A  securities  and has  delegated  the
day-to-day  function of determining the liquidity of Rule 144A securities to the
Manager.  The Board retains the  responsibility to monitor the implementation of
the guidelines and procedures it has adopted.

     Since the  secondary  market  for such  securities  is  limited  to certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited  accordingly  and the Fund  may,  from  time to time,  hold a Rule  144A
security that is illiquid.  In such an event,  the Fund's  Manager will consider
appropriate  remedies to minimize the effect on its liquidity.  The Fund may not
invest more than 10% of its net assets in illiquid  securities  (securities that
may not be sold within seven days at approximately the price used in determining
the net asset value of Fund shares).
    

U.S. DOLLAR-DENOMINATED FOREIGN SECURITIES

     The Fund invests exclusively in U.S. dollar-denominated  instruments,  some
of which may be issued by foreign  entities as described in the table on page 6.
Consequently,  the Fund may be subject to risks different than those incurred by
a fund that invests only in debt obligations of domestic issuers.

     Currently,  the only securities held outside the United States in which the
Fund expects to invest are EuroCDs,  which are held in England. As a result, the
Fund's exposure to these foreign  investment  risks is expected to be lower than
funds which invest more broadly in  securities  held outside the United  States.
Regulatory limits specified in the section titled "Portfolio  Investment Quality
and Maturity  Criteria"  on page 6 apply  equally to  securities  of foreign and
domestic issuers.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

REPURCHASE AGREEMENTS

     The Fund may  enter  into  repurchase  agreements,  collateralized  by U.S.
government  securities,  with banks or broker-dealers that are deemed to present
minimum credit risk. A repurchase  agreement involves the purchase of a security
and a simultaneous agreement to sell the security back to the seller at a higher
price.  At the direction of the Board of Trustees,  the Manager has  established
procedures  to minimize  potential  losses due to credit risk.  Delays or losses
could result if the other party to the agreement defaults or becomes bankrupt.

   
WHEN-ISSUED AND FORWARD COMMITMENT 
AGREEMENTS

     The Fund may  sometimes  purchase new issues of securities on a when-issued
or forward commitment basis when, in the opinion of the Manager,  such purchases
will  further the  investment  objective of the Fund.  The price of  when-issued
securities  is  established  at the time the  commitment  to  purchase  is made.
Delivery of and payment for these securities  typically occurs 1 to 7 days after
the commitment to purchase.  Market rates of interest on debt  securities at the
time of  delivery  may be  higher  or lower  than  those  contracted  for on the
when-issued security.  Accordingly,  the value of the security may decline prior
to delivery,  which could  result in a loss to the Fund. A separate  account for
the Fund consisting of
    

Prospectus                                 Information Regarding the Fund      9


   
cash or  appropriate  liquid  securities  in an  amount  at  least  equal to the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the Fund prior to delivery.
    

BORROWING

     The  Fund may  borrow  money  only for  temporary  or  emergency  purposes.
Borrowings are not expected to exceed 5% of the Fund's total assets.

OTHER TECHNIQUES

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

PERFORMANCE ADVERTISING

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

     Cumulative  total  return data is computed by  considering  all elements of
return,  including  reinvestment  of dividends and capital gains  distributions,
over a stated  period of time.  Average  annual  total return is  determined  by
computing  the annual  compound  return over a stated  period of time that would
have  produced a fund's  cumulative  total  return  over the same  period if the
fund's performance had remained constant throughout.

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

     Yields are calculated according to accounting methods that are standardized
in accordance with SEC rules.  Because yield accounting  methods differ from the
methods  used for other  accounting  purposes,  a Fund's yield may not equal the
income  paid on its  shares  or the  income  reported  in the  Fund's  financial
statements.

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

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

10   Information Regarding the Fund                 American Century Investments


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

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

INVESTING IN AMERICAN CENTURY

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

     If  you  own  or  are   considering   purchasing  Fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 16.

HOW TO OPEN AN ACCOUNT

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

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

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

     PLEASE NOTE: IF YOU REGISTER  YOUR ACCOUNT AS BELONGING TO MULTIPLE  OWNERS
(E.G., AS JOINT  TENANTS),  YOU MUST PROVIDE US WITH SPECIFIC  AUTHORIZATION  ON
YOUR  APPLICATION  IN ORDER FOR US TO ACCEPT  WRITTEN OR TELEPHONE  INSTRUCTIONS
FROM  A  SINGLE  OWNER.  OTHERWISE,  ALL  OWNERS  WILL  HAVE  TO  AGREE  TO  ANY
TRANSACTIONS  THAT INVOLVE THE ACCOUNT  (WHETHER THE  TRANSACTION  REQUEST IS IN
WRITING OR OVER THE TELEPHONE).

     You may invest in the following ways:

BY MAIL

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

BY WIRE

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

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

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

o    BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
     2804918

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

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

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

     o   Taxpayer identification or Social Security number

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

Prospectus                How to Invest with American Century Investments     11


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

BY EXCHANGE

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

IN PERSON

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

     4500 Main Street
     Kansas City, Missouri 64111

   
     4917 Town Center Drive
     Leawood, Kansas 66211
    

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

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

BY MAIL

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

BY TELEPHONE

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

BY ONLINE ACCESS

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

BY WIRE

     You may make  subsequent  investments  by wire.  Follow  the wire  transfer
instructions on page 11 and indicate your account number.

IN PERSON

   
     You may  make  subsequent  investments  in  person  at one of our  Investor
Centers. The locations of our four Investor Centers are listed on this page.
    

AUTOMATIC INVESTMENT PLAN

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

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

   
     As long as you meet any minimum investment  requirements,  you may exchange
your Fund shares to our other funds. An exchange request will be processed as of
the same day it is received if it is received before the funds' net asset values
are  calculated,  which is one hour  prior  to the  close of the New York  Stock
Exchange for funds issued by American  Century Target  Maturities  Trust, and at
the close of the Exchange  for all of our other funds.  See "When Share Price is
Determined," page 17.
    

     For any single exchange, the shares of each fund being acquired must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds

12 How to Invest with American Century Investments  American Century Investments


in the amount of at least $50 per month.  See our  Investor  Services  Guide for
further information about exchanges.

BY MAIL

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

BY TELEPHONE

   
     You can make exchanges over the telephone (either with an Investor Services
Representative or using our Automated Information Line--see page 14) if you have
authorized  us to  accept  telephone  instructions.  You can  authorize  this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.
    

BY ONLINE ACCESS

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

HOW TO REDEEM SHARES

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

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

BY MAIL

   
     Your  written  instructions  to  redeem  shares  may be  made  either  by a
redemption form,  which we will send to you upon request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee" on page 14.
    

BY TELEPHONE

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

BY CHECK-A-MONTH

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

OTHER AUTOMATIC REDEMPTIONS

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

REDEMPTION PROCEEDS

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

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

BY CHECK

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

BY WIRE AND ACH

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

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

Prospectus                How to Invest with American Century Investments     13


REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

SIGNATURE GUARANTEE

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

     o   redeeming more than $25,000; or

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

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

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

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

SPECIAL SHAREHOLDER SERVICES

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

     Our special shareholder services include:

AUTOMATED INFORMATION LINE

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

ONLINE ACCOUNT ACCESS

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

CHECKWRITING

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

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

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

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

14 How to Invest with American Century Investments  American Century Investments


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

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

TAX-QUALIFIED RETIREMENT PLANS

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

     o   Individual Retirement Accounts (IRAs);

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

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

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

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

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

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

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

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

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

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

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

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

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

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

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

Prospectus                How to Invest with American Century Investments     15


     failure  to  report  your  correct   taxpayer   identification   number  on
     information reports.

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

REPORTS TO SHAREHOLDERS

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

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

     CAREFULLY  REVIEW ALL THE  INFORMATION  RELATING  TO  TRANSACTIONS  ON YOUR
STATEMENTS  AND  CONFIRMATIONS  TO ENSURE THAT YOUR  INSTRUCTIONS  WERE ACTED ON
PROPERLY.  PLEASE NOTIFY US IMMEDIATELY IN WRITING IF THERE IS AN ERROR.  IF YOU
FAIL TO PROVIDE  NOTIFICATION  OF AN ERROR  WITH  REASONABLE  PROMPTNESS,  I.E.,
WITHIN 30 DAYS OF  NON-AUTOMATIC  TRANSACTIONS  OR WITHIN 30 DAYS OF THE DATE OF
YOUR CONSOLIDATED QUARTERLY STATEMENT, IN THE CASE OF AUTOMATIC TRANSACTIONS, WE
WILL DEEM YOU TO HAVE RATIFIED THE TRANSACTION.

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

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

EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS

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

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

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

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

16 How to Invest with American Century Investments  American Century Investments


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

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

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

     Investments  are  considered  received only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the Fund is determined.

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

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

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

HOW SHARE PRICE IS DETERMINED

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

   
     Portfolio  securities  of the Fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  are  generally  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. Depending on local convention
or regulation,  securities traded over-the-counter are priced at the mean of the
latest bid and asked prices,  or at the last sale price.  When market quotations
are not readily available,  securities and other assets are valued at fair value
as determined in accordance with procedures adopted by the Board of Trustees.
    

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

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

Prospectus                         Additional Information You Should Know     17


WHERE TO FIND YIELD INFORMATION

   
     The yield of the Fund is published weekly in leading financial publications
and daily in many local  newspapers.  Yield  information may also be obtained by
calling us or by accessing our Web site at www.americancentury.com.
    

DISTRIBUTIONS

   
     At the  close of each  day,  including  Saturdays,  Sundays  and  holidays,
dividends are declared and credited (i.e.,  available for redemption)  daily and
distributed monthly on the last Friday of each month.
    

     You will  begin to  participate  in the  distributions  the day AFTER  your
purchase is effective.  See "When Share Price is  Determined" on page 17. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all  shares  are  redeemed  (other  than by  CheckWriting),  the
distribution  on the  redeemed  shares  will be  included  with your  redemption
proceeds.

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

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

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

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

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

   
     If you have not complied with certain  provisions  of the Internal  Revenue
Code, we are required by federal
    

18   Additional Information You Should Know         American Century Investments


   
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.  This charge is not
refundable.
    

MANAGEMENT

INVESTMENT MANAGEMENT

   
     American  Century-Benham  Prime Money Market Fund (formerly known as Benham
Prime Money Market Fund) is a diversified,  open-end series of American  Century
Investment  Trust (the "Trust") that was organized as a  Massachusetts  business
trust on June 16, 1993 (formerly known as Benham  Investment  Trust).  Under the
laws of the Commonwealth of Massachusetts,  the Board of Trustees is responsible
for managing the business and affairs of the Trust.

     Acting pursuant to an investment  advisory  agreement entered into with the
Trust,  Benham  Management  Corporation (the "Manager") serves as the investment
advisor of the Fund. Its principal  place of business is 1665  Charleston  Road,
Mountain  View,  California  94043.  The Manager has been  providing  investment
advisory services to investment companies and other clients since 1971.

     In June 1995,  American  Century  Companies,  Inc.  ("ACC") acquired Benham
Management  International,  Inc., the then-parent company of the Manager. ACC is
the parent company of American Century  Investment  Management,  Inc.  ("ACIM"),
which  provides  investment  management  services  to many of the  funds  in the
American  Century  family of funds.  In the  acquisition,  the Manager  became a
wholly-owned  subsidiary  of  ACC.  Certain  employees  of the  Manager  provide
investment  management  services to funds  managed by ACIM,  while  certain ACIM
employees  provide  investment  management  services  to  funds  advised  by the
Manager.

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

     The portfolio  manager members of the team managing the Fund and their work
experience for the last five years are as follows:

     AMY O'DONNELL,  Portfolio Manager,  has been primarily  responsible for the
day-to-day  management of the Fund since its inception in November of 1993.  Ms.
O'Donnell  joined  American  Century  in 1987  as a  Research  Analyst,  and was
promoted to her present position in 1992.
    

     ROBERT V. GAHAGAN,  Vice  President and Portfolio  Manager,  is a member of
the team that  manages  the Fund.  Mr.  Gahagan has a B.A.  and M.B.A.  from the
University  of  Missouri  in  Kansas  City and has  over 12 years of  investment
experience.  He  joined  American  Century  in 1983 and  manages  several  other
American Century funds.

   
     The activities of the Manager are subject only to direction of the Board of
Trustees.  For the services provided to the Fund, the Manager receives an annual
fee which cannot  exceed 0.50% of average  daily net assets.  The  Manager's fee
drops to a  marginal  rate of 0.19% of average  daily net assets as the  Trust's
assets increase.  Currently,  however, the Fund is the sole series of the Trust.
As a result, the fee rate is effectively applied to the Fund's average daily net
assets.
    

CODE OF ETHICS

   
     The Fund and the  Manager  have  adopted  a Code of Ethics  that  restricts
personal  investing  practices by  employees of the Manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information about the purchase or sale of securities in the Fund's portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers and other invest-
    

Prospectus                         Additional Information You Should Know     19


ment  personnel,  the Code of Ethics  prohibits  acquisition of securities in an
initial public  offering,  as well as profits derived from the purchase and sale
of the same security within 60 calendar days.  These  provisions are designed to
ensure that the interests of the Fund  shareholders come before the interests of
the people who manage the Fund.

TRANSFER AND ADMINISTRATIVE SERVICES

   
     American  Century  Services  Corporation,  4500 Main  Street,  Kansas City,
Missouri,   64111,   (the   "transfer   agent")  acts  as  transfer   agent  and
dividend-paying  agent for the  Fund.  It  provides  facilities,  equipment  and
personnel  to the  Fund  and  is  paid  for  such  services  by  the  Fund.  For
administrative services, the Fund pays the transfer agent a monthly fee equal to
its pro rata share of the dollar amount  derived from applying the average daily
net assets of all of the funds advised by the Manager.  The  administrative  fee
rate ranges from 0.11% to 0.08% of average daily net assets,  dropping as assets
advised by the Manager increase.  For transfer agent services, the Fund pays the
transfer  agent a monthly fee for each  shareholder  account  maintained and for
each shareholder transaction executed during that month.
    

     The Fund charges no sales  commissions,  or "loads," of any kind.  However,
investors  who do not choose to purchase or sell Fund shares  directly  from the
transfer   agent  may   purchase   or  sell  Fund  shares   through   registered
broker-dealers and other qualified service  providers,  who may charge investors
fees for their services.  These  broker-dealers and service providers  generally
provide  shareholder,  administrative  and/or  accounting  services  which would
otherwise be provided by the transfer agent. To accommodate these investors, the
Manager and its affiliates have entered into agreements with some broker-dealers
and service  providers to provide  these  services.  Fees for such  services are
borne  normally by the Fund at the rates  normally  paid to the transfer  agent,
which would otherwise provide the services. Any distribution expenses associated
with these arrangements are borne by the Manager.

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

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

   
SPECIAL MEETING OF SHAREHOLDERS

     The Board of Trustees has requested that the following matters be submitted
to  shareholders  of Prime Money  Market for  approval  at a Special  Meeting of
Shareholders to be held on July 30, 1997, to consider the following proposals:

1.   To  ratify  the  selection  of  Coopers &  Lybrand  LLP as the  independent
     auditors for the Fund for its current fiscal year;

2.   To vote on the approval of a Management  Agreement  with  American  Century
     Investment Management, Inc.;

3.   To  approve  the  adoption  of  standardized   investment   limitations  by
     amending  or  eliminating   certain  of  the  Fund's  current   fundamental
     investment limitations; and

7.   To transact such other business which may come before the meeting, although
     we are not aware of any other items to be considered.

     Proposals 4, 5 and 6 do not apply to the Fund  offered by this  Prospectus.
The record date for the meeting is May 16, 1997. If you owned shares of the Fund
as of the close of  business  on that date,  you will be entitled to vote at the
meeting.  Proxy materials containing more information about these proposals were
first sent to  shareholders  on June 2, 1997. If approved by  shareholders,  the
Management  Agreement in Proposal 2 and the amendments to the Fund's fundamental
investment limitations would become effective on August 1, 1997.

FURTHER INFORMATION ABOUT PROPOSAL 2

     The  proposed   Management   Agreement  with  American  Century  Investment
Management, Inc. ("ACIM") is substantially different from the Fund's

20   Additional Information You Should Know         American Century Investments


current Advisory Agreement with Benham Management  Corporation ("BMC"). The most
important change is a difference in the way management fees are calculated under
the proposed  agreement.  Rather than paying separate  investment advisory fees,
transfer agency fees, and operating costs, it is proposed that the Fund pays one
"unified" fee which would cover not just the investment advisory fee, but nearly
all  expenses  of the Fund.  The  expenses  covered  under the unified fee would
include fees for administrative  services,  transfer agency services,  custodian
fees,  printing and mailing  costs for  shareholder  materials  and  shareholder
meeting  expenses,  all of which  are  charged  to the Fund  under  the  current
arrangements  with  BMC.  While  the fees paid  under  the  proposed  Management
Agreement are not directly  comparable to those of the Fund's current agreements
with its service  providers,  the effect of the  proposed  Management  Agreement
would have been a net  decrease in total  expenses  paid by all of the  American
Century funds as a group if the proposed Management Agreement had been in effect
during 12 months ended December 31, 1996.  However,  if the proposed  Management
Agreement  had been in effect during such period,  the total  expense  ratios of
some funds may have been higher.  In no case is the proposed  management  fee of
any fund higher than the maximum  total  expense ratio payable under the current
Advisory Agreement.

     If the proposed Management Agreement is approved, the investment management
of the Fund will not  change in any way.  Certain  employees  of ACIM  currently
provide investment  management  services to the Fund through an arrangement with
BMC by which certain employees of BMC also provide investment  services to funds
managed by ACIM. If the proposed Management Agreement is approved,  ACIM intends
to consolidate  the investment  management  capabilities  of the two advisors in
ACIM. The same  investment  teams that  currently  manage the Fund will continue
under the proposed Management Agreement with ACIM.

     The following table depicts the effect of the proposed Management Agreement
on the Fund for the 12 month period ended December 31, 1996:

After Expense Reimbursements
- -----------------------------------------------------------------------------
      Management Fee            Other Expenses            Total Expenses*
    Current   Proposed        Current   Proposed         Current   Proposed
- -----------------------------------------------------------------------------
     0.18%      0.49%          0.32%      0.01%           0.50%      0.50%
- -----------------------------------------------------------------------------

*    Absent  the  effect  of  voluntary  fee  waivers  and  contractual  expense
     limitations, the management fee, other expenses and total expenses of Prime
     Money Market under the current arrangements would have been,  respectively;
     0.31%, 0.31% and 0.62%. Under the proposed Management  Agreement they would
     have been 0.59%, 0.01% and 0.60%.

FURTHER INFORMATION ABOUT PROPOSAL 3

     Currently the Fund has fundamental investment  restrictions which vary from
the funds within the American  Century family of mutual funds. The Fund also has
investment  restrictions which reflect legal and other requirements which are no
longer applicable to the Fund. In the interests of efficiency in Fund management
and  compliance,  we have analyzed the  fundamental  investment  limitations and
policies in an effort to  formulate a standard  set of policies for all American
Century funds which reflect current industry practice and will allow the Fund to
respond to changes in regulatory and industry  practice  without the expense and
delay of a  shareholder  vote.  It  should  be noted  that the  adoption  of the
proposed  changes is not  expected to  substantially  affect the way the Fund is
managed.
    

DISTRIBUTION OF FUND SHARES

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

EXPENSES

     The Fund pays  certain  operating  expenses  directly,  including,  but not
limited to: custodian,  audit, and legal fees; fees of the independent Trustees;
costs  of  printing  and  mailing   prospectuses,   statements   of   additional
information, proxy statements,  notices, and reports to shareholders;  insurance
expenses; and costs of registering the Fund's shares for sale under

Prospectus                         Additional Information You Should Know     21


federal and state securities  laws. See the Statement of Additional  Information
for a more detailed discussion of independent Trustee compensation.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

   
     The Trust is an open-end management  investment  company.  Its business and
affairs  are  managed  by its  officers  under  the  direction  of its  Board of
Trustees.

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

     The Fund is the sole  series of the Trust which  issues  shares with no par
value. Additional series of the Trust may be created in the future. In the event
that such other  series are  created,  the assets  belonging  to each  series of
shares will be held  separately  by the custodian and in effect each series will
be a separate fund.

   
     Each  share is  entitled  to one vote for each  dollar of net  asset  value
applicable  to such share on all  questions,  except those matters which must be
voted on separately by the series of shares affected. Matters affecting only one
Fund are voted upon only by that Fund.
    

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

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

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

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

22   Additional Information You Should Know         American Century Investments


                                     NOTES

                                                                    Notes     23


                                     NOTES

24                                                                         Notes


                                     NOTES

                                                                    Notes     25


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

   
Investor Services:
1-800-345-2021 or 816-531-5575
    

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-444-3485

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                            [american century logo]
                                    American
                                  Century(sm)

9706           [recycled logo]
SH-BKT-8750       Recycled
<PAGE>
   
                     STATEMENT OF ADDITIONAL INFORMATION
                                JULY 1, 1997
    

                            [american century logo]
                                    American
                                  Century(sm)

                                   BENHAM
                                   GROUP(R)

                             Prime Money Market

[front cover]



   
                     STATEMENT OF ADDITIONAL INFORMATION
                                JULY 1, 1997
    

                      AMERICAN CENTURY INVESTMENT TRUST

   
     This Statement is not a prospectus  but should be read in conjunction  with
the Fund's current Prospectus,  dated July 1, 1997. The Fund's annual report for
the fiscal year ended  February 28, 1997, is  incorporated  herein by reference.
Please retain this document for future reference. To obtain the Prospectus, call
American Century Investments  toll-free at 1-800-345-2021  (international calls:
816-531-5575), or write P.O. Box 419200, Kansas City, Missouri 64141-6200.
    

                              TABLE OF CONTENTS

   
Investment Policies and Techniques....................................2
Investment Restrictions...............................................6
Portfolio Transactions................................................8
Valuation of Portfolio Securities.....................................8
Performance...........................................................9
Taxes................................................................10
About the Trust......................................................11
Trustees and Officers................................................11
Investment Management................................................13
Transfer and Administrative Services.................................14
Distribution of Fund Shares..........................................14
Direct Fund Expenses.................................................14
Expense Limitation Agreement.........................................14
Additional Purchase and Redemption Information.......................15
Other Information....................................................15
    


Statement of Additional Information                                          1


INVESTMENT POLICIES AND TECHNIQUES

     The  following  paragraphs  provide  a  more  detailed  description  of the
securities  and  investment  practices  identified  in  the  Prospectus.  Unless
otherwise  noted,  the  policies  described  in  this  Statement  of  Additional
Information are not fundamental and may be changed by the board of trustees.

PORTFOLIO DIVERSIFICATION

     In order to reduce  investment risks,  Benham  Management  Corporation (the
"Manager"),  is  required  by law to broadly  diversify  the  Fund's  investment
portfolio.  As a general  rule,  the  Manager may not invest more than 5% of the
Fund's  total  assets in  securities  issued by, or subject to puts of, a single
institution. However, there are three exceptions to this policy, as follows:

(1)  The Fund may invest without limitation in U.S. government securities.

(2)  The Fund may  invest  more  than 5% of its total  assets in the  first-tier
     securities of a single issuer for up to three business days,  provided that
     it does so with respect to just one issuer at a time.

   
(3)  This diversification policy does not apply to unconditional puts if no more
     than 10% of the Fund's total assets are  invested in  securities  issued or
     guaranteed by the issuer of the unconditional put. (An unconditional put is
     a put or demand  feature  that can be readily  exercised by the Fund in the
     event of a default on the  underlying  obligation  on no more than 30 days'
     notice.)
    

COMMERCIAL PAPER

     Commercial  paper ("CP") is issued by utility,  financial,  and  industrial
companies and supranational  organizations.  Nationally  recognized  statistical
rating organizations ("rating agencies") assign ratings to CP issuers indicating
the agencies' assessment of credit risk. Investment grade CP ratings assigned by
four rating agencies are provided in the following table.

                        Moody's       Standard                         Fitch
                       Investors      & Poor's         Duff &        Investors
                     Service, Inc.   Corporation    Phelps, Inc.   Service, Inc.
- --------------------------------------------------------------------------------
Highest Ratings         Prime-1       A-1/A-1+        D-1/D-1+       F-1/F-1+
                        Prime-2          A-2             D-2            F-2
                        Prime-3          A-3             D-3            F-3
- --------------------------------------------------------------------------------

     If an obligation  has been assigned  different  ratings by multiple  rating
agencies,  at least two rating  agencies must have assigned their highest rating
as indicated  above in order for the Manager to determine that the obligation is
eligible  for  purchase  by the Fund or,  if  unrated,  the  obligation  must be
determined to be of comparable quality by the Manager.

     Some  examples  of  CP  and  CP  issuers  are  provided  in  the  following
paragraphs.

     Domestic CP is issued by U.S.  industrial  and finance  companies,  utility
companies, thrifts, and bank holding companies. Foreign CP is issued by non-U.S.
industrial  and finance  companies  and  financial  institutions.  Domestic  and
foreign  corporate  issuers  occasionally  have  the  underlying  support  of  a
well-known,  highly rated commercial bank or insurance company.  Bank support is
provided  in the form of a letter of credit (a "LOC") or  irrevocable  revolving
credit  commitment  (an "IRC").  Insurance  support is provided in the form of a
surety bond.

     Bank  Holding  Company  CP is  issued  by the  holding  companies  of  many
well-known   domestic  banks,   including   Citicorp,   J.P.  Morgan  &  Company
Incorporated,  and First Union  National  Bank.  Bank holding  company CP may be
issued by the parent of a money center or regional bank.

     Thrift CP is issued by major  federal or  state-chartered  savings and loan
associations and savings banks.

     Schedule  B Bank CP is  short-term,  U.S.  dollar-denominated  CP issued by
Canadian  subsidiaries of non-Canadian banks (Schedule B banks).  Whether issued
as  commercial  paper,  a certificate  of deposit,  or a promissory  note,  each
instrument  issued by a  Schedule B bank ranks  equally  with any other  deposit
obligation.  Paper  issued by Schedule B banks  provides  an  investor  with the
comfort  and  reduced  risk of a direct and  unconditional  parental  guarantee.
Schedule  B  instruments  generally  offer  higher  rates  than  the  short-term
instruments of the parent bank or holding company.

REPURCHASE AGREEMENTS

     In a repurchase agreement (a "repo"), the Fund buys a security at one price
and simultaneously  agrees to sell it back to the seller at an agreed upon price
on a specified date (usually  within seven days from the date of purchase) or on
demand. The repurchase price exceeds the purchase price by an amount


2                                                American Century Investments


that  reflects  an  agreed-upon  rate of  return  and that is  unrelated  to the
interest rate on the underlying  security.  Delays or losses could result if the
other party to the agreement defaults or becomes bankrupt.

     The Manager  attempts  to minimize  the risks  associated  with  repurchase
agreements by adhering to the following criteria:

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

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

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

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

(5)  Investing  no  more  than  10% of  the  Fund's  net  assets  in  repurchase
     agreements that mature in more than seven days; and

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

     The  Fund  has  received   permission  from  the  Securities  and  Exchange
Commission (SEC) to participate in joint repurchase agreements collateralized by
U.S. government securities with other mutual funds advised by the Manager or its
affiliates.  Joint repos are  expected to increase  the income the Fund can earn
from repo  transactions  without  increasing  the risks  associated  with  these
transactions.
    

     Under the  Investment  Company  Act of 1940 (the  "1940  Act"),  repurchase
agreements are considered to be loans.

REVERSE REPURCHASE AGREEMENTS

     In a reverse  repurchase  agreement,  the Fund transfers  possession of (or
sells) securities to another party,  such as a bank or  broker-dealer,  for cash
and agrees to later repay cash plus interest for the return (or  repurchase)  of
the  same  securities.  To  collateralize  the  transaction,  the  value  of the
securities  transferred  is  slightly  greater  than the amount of cash the Fund
receives in exchange for the securities.

     If the  purchaser  reneged  on the  agreement  and  failed  to  return  the
securities,  the Fund might suffer a loss. The Fund's loss could be even greater
if the market value of the securities  transferred increased in the meantime. To
protect  against  these  risks,  the Fund will  enter  into  reverse  repurchase
agreements  only  with  parties  whose  creditworthiness  is  determined  to  be
satisfactory  by  the  Manager.   While  a  reverse   repurchase   agreement  is
outstanding,  the Fund will  maintain  sufficient  liquid assets in a segregated
custodial account to cover its obligation under the agreement.

TAXABLE MUNICIPAL OBLIGATIONS

     Taxable  municipal  obligations  are  state  and  local  obligations  whose
interest  payments  are  subject to federal  income tax because of the degree of
non-government  involvement  in the  transaction  or  because  federal  tax code
limitations on the issuance of tax-exempt  bonds that benefit  private  entities
have been  exceeded.  Some  typical  examples of taxable  municipal  obligations
include industrial revenue bonds and economic  development bonds issued by state
or local  governments  to aid  private  enterprise.  The  interest  on a taxable
municipal  bond is often exempt from state  taxation in the issuing  state.  The
Fund may purchase taxable municipal  obligations  although it does not currently
intend to do so.

TIME DEPOSITS

     Time deposits are non-negotiable  bank deposits  maintained for up to seven
days at a stated  interest rate.  These  instruments may be withdrawn on demand,
although early withdrawals may be subject to penalties.

   
WHEN-ISSUED SECURITIES, FORWARD COMMITMENT
AGREEMENTS AND ROLL TRANSACTIONS
    

     The Fund may engage in securities  transactions on a when-issued or forward
commitment basis, in which the transaction price and yield are each fixed at the
time the  commitment  is made,  but payment and delivery  occur at a future date
(typically 1 to 7 days later).


Statement of Additional Information                                          3



   
     When purchasing  securities on a when-issued or forward  commitment  basis,
the Fund assumes the rights and risks of ownership,  including the risk of price
and yield  fluctuations.  Although 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, the
Fund will establish and maintain until the settlement date a segregated  account
consisting  of  cash,  cash  equivalents,  or  other  high-quality  liquid  debt
securities  in an amount  sufficient to meet the purchase  price.  When the time
comes to pay for when-issued securities, the Fund will meet its obligations with
available  cash,  through  the sale of  securities,  or,  although  it would not
normally  expect to do so, by  selling  the  when-issued  securities  themselves
(which  may  have a  market  value  greater  or less  than  the  Fund's  payment
obligation).  Selling  securities  to meet  when-issued  or  forward  commitment
obligations may generate capital gains or losses.

     The Fund may sell a  security  and at the same  time make a  commitment  to
purchase the same or a comparable security at a future date and specified price.
Conversely,  the Fund may  purchase  a  security  and at the  same  time  make a
commitment  to sell  the same or a  comparable  security  at a  future  date and
specified price. These types of transactions are executed simultaneously in what
are known as  "dollar-rolls",  "cash and carry" or financing  transactions.  For
example,  a  broker-dealer  may seek to purchase a particular  security that the
Fund  owns.  The  Fund  will  sell  that  security  to  the   broker-dealer  and
simultaneously  enter into a forward  commitment  agreement  to buy it back at a
future  date.  This type of  transaction  generates  income  for the Fund if the
dealer is willing to execute the  transaction  at a favorable  price in order to
acquire a specific security.
    

     There is a risk that the party  with  whom the Fund  enters  into a forward
commitment agreement will not uphold its commitment,  which could cause the Fund
to miss a favorable price or yield  opportunity or to suffer a loss. To minimize
this risk, the Manager limits  when-issued and forward  commitment  transactions
(including roll  transactions) to 30% of the Fund's net assets. In addition,  no
more than 10% of the Fund's net assets may be committed to transactions in which
the settlement date occurs more than 30 days after the trade date. The Fund will
establish  a  segregated   account  as  described  above  to  meet  all  payment
obligations arising as a result of these types of transactions.

INTEREST RATE RESETS ON VARIABLE- AND
FLOATING-RATE INSTRUMENTS

     The interest rate on variable- and floating-rate  instruments is ordinarily
determined by reference to (or is a percentage of) an objective standard.  There
are  two  types  of  indexes   that   provide  the  basis  for   interest   rate
adjustments--those based on market rates and those based on a calculated measure
such as a  cost-of-funds  index.  Commonly used indexes  include the three-month
Treasury bill rate, the Federal Funds effective rate (the "Fed Funds rate"),  or
the one-month or  three-month  London  Interbank  Offered Rate (LIBOR),  each of
which is highly correlated with changes in market interest rates.

     Three-month  Treasury bill rates are calculated by the Federal Reserve Bank
of New York based on weekly auction averages.

     LIBOR is the rate at which  banks in  London  offer  Eurodollars  in trades
between  banks.  LIBOR has become a key rate in the U.S.  domestic  money market
because it is perceived to reflect the true global cost of money.

     The Fed Funds rate is the overnight  rate at which banks lend funds to each
other, usually as unsecured loans from regional banks to money center banks. The
Fed Funds rate is the average  dollar-weighted  rate of overnight  funds.  It is
reported with a one-day lag (Monday's rate is reported  Tuesday morning) and may
be found in reports issued by various financial information services.

     The Manager may invest in instruments  whose interest rate  adjustments are
based on new indexes as these indexes become available.

     Variable-rate   demand  instruments  include  master  demand  notes.  These
obligations  permit the Fund to invest  amounts  that may change  daily  without
penalty under direct arrangements between the Fund and the issuer.

     The issuer normally has a corresponding right, after a given period and
on a specified number of days


4                                                American Century Investments


notice,  to prepay  the  outstanding  principal  amount of the  obligation  plus
accrued interest. Although there is no secondary market for master demand notes,
these  instruments are repayable by the borrower at par plus accrued interest on
seven days' notice.

     Variable- and floating-rate  demand  instruments  frequently are not rated.
The Fund may invest in these unrated instruments if the Manager  determines,  at
the  time  of  investment,  that  they  are of a  quality  comparable  to  other
obligations the Fund buys.

LOAN PARTICIPATIONS

     Although  the Fund  does not  currently  intend  to do so,  it may buy loan
participations,  which  represent  interests  in  the  cash  flow  generated  by
commercial loans. Each loan participation  requires three parties: a participant
(or investor), a lending bank, and a borrower. The investor purchases a share in
a loan  originated  by a  lending  bank,  and this  participation  entitles  the
investor to a percentage  of the  principal  and interest  payments  made by the
borrower.

     Loan  participations  are attractive  because they  typically  offer higher
yields than other money  market  instruments.  However,  along with these higher
yields come certain risks, not least of which is the risk that the borrower will
be  unable  to repay  the  loan.  Generally,  since  the  lending  bank does not
guarantee  payment,  the investor is directly  exposed to risk of default by the
borrower.  Secondly,  the investor is not a direct creditor of the borrower. The
participation represents an interest in assets owned by the lending bank. If the
lending bank becomes  insolvent,  the investor  could be considered an unsecured
creditor  of the bank  instead of the holder of a  participating  interest  in a
loan.   Because  of  these  risks,  the  Manager  must  carefully  consider  the
creditworthiness of both the borrower and the lender.

     Another  concern is liquidity.  Because there is no  established  secondary
market  for loan  participations,  the  Fund's  ability to sell them for cash is
limited. Some participation agreements place limitations on the investor's right
to resell the loan  participation,  even when a buyer can be found. To alleviate
these  liquidity  concerns,  the Fund generally  limits its  investments in loan
participations to those with terms of 7 days or less,  although it may invest in
loan participations with terms of up to 30 days.

SECURITIES LENDING

     The Fund may lend its portfolio  securities to banks and  broker-dealers to
earn additional  income. If a borrower  defaulted on a securities loan, the Fund
could experience delays in recovering loaned securities;  or if the value of the
loaned  securities  increased over the value of the  collateral,  the Fund could
suffer a loss. To minimize the risk of default on securities  loans, the Manager
adheres to the following guidelines prescribed by the Board of Trustees:

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

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

(3)  TERMINATION OF LOAN. The Fund must have the option to terminate any loan of
     a  portfolio  security at any time and  recover  its  securities  (from the
     borrower) within the normal  settlement  period for the types of securities
     loaned following the receipt of the termination notice.

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


Statement of Additional Information                                          5


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

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

ILLIQUID SECURITIES

     Illiquid  securities are investments  that cannot be sold or disposed of in
the ordinary  course of business at  approximately  the prices at which they are
valued. Pursuant to guidelines established by the board of trustees, the Manager
determines the liquidity of the Fund's investments, and through reports from the
Manager, the Board of Trustees monitors trading activity in illiquid securities.

     In  determining  the liquidity of the Fund's  investments,  the Manager may
consider  various factors  including (i) the frequency of trades and quotations,
(ii) the number of dealers and prospective purchasers in the marketplace,  (iii)
dealer undertakings to make a market, (iv) the nature of the security (including
any demand or tender features), and (v) the marketplace for trades.

     In the absence of market  quotations,  illiquid  securities  are valued for
purposes  of  monitoring  amortized  cost  valuation  at fair  market  value  as
determined in good faith by a committee  appointed by the board of trustees.  If
through a change in values, net assets, or other circumstances, more than 10% of
the Fund's net assets were  invested in illiquid  securities,  the Manager would
take appropriate steps to protect the Fund's liquidity.

RESTRICTED SECURITIES

     Restricted  securities  generally  can be sold (i) in privately  negotiated
transactions,  (ii)  pursuant  to  an  exemption  from  registration  under  the
Securities  Act of  1933,  or  (iii)  in a  registered  public  offering.  Where
registration  is  required,  the Fund may be obligated to pay all or part of the
registration  expense,  and a considerable period may elapse between the time it
decides to seek  registration  and the time it is  permitted  to sell a security
under an  effective  registration  statement.  If during  such a period  adverse
market conditions were to develop,  the Fund might obtain a less favorable price
than prevailed when it decided to seek registration of the security.

     Rule 144A under the Securities Act permits a broader  institutional trading
market for securities  otherwise subject to restriction on resale to the general
public. Rule 144A establishes a "safe harbor" from the registration requirements
of  the  Securities   Act  for  resales  of  certain   securities  to  qualified
institutional buyers. Investing in Rule 144A securities could increase the level
of fund  illiquidity to the extent that qualified  institutional  buyers become,
for a time, uninterested in purchasing these securities.

     The  Fund  may  also  invest  in CP  issued  in  reliance  on the  "private
placement"  exemption from registration under Section 4(2) of the Securities Act
of 1933 (Section 4(2) paper). Section 4(2) paper is restricted as to disposition
under  the  federal  securities  laws  and  generally  is sold to  institutional
investors  such as the Fund who  agree  that they are  purchasing  the paper for
investment  and not  with a view  to  public  distribution.  Any  resale  by the
purchaser  must be in an exempt  transaction.  Section  4(2) paper  normally  is
resold  to other  instit-utional  investors  like the Fund  through  or with the
assistance of the issuer or investment  dealers who make a market in the Section
4(2) paper,  thus  providing  liquidity.  The Manager may consider  Section 4(2)
paper  that  meets  certain  conditions  to be liquid,  pursuant  to  procedures
approved by the board of trustees.  Section 4(2) paper that is not determined to
be  liquid  pursuant  to  these  procedures  will  be  included  within  the 10%
limitation  on illiquid  securities.  The Manager  monitors the liquidity of the
Fund's investments in Section 4(2) paper on a continuing basis.

INVESTMENT RESTRICTIONS

     The Fund's investment  restrictions set forth below are fundamental and may
not be changed  without  approval of a majority of the votes of  shareholders of
the Fund as determined in accordance with the 1940 Act.

     THE FUND MAY NOT:

(1)  Purchase,  with respect to 75% of its total assets,  the  securities of any
     issuer (other than securities  issued or guaranteed by the U.S.  government
     or


6                                                 American Century Investments


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

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

(3)  Borrow  money,  except that the Fund may (i) borrow money for  temporary or
     emergency  purposes (not for leveraging or  investment)  and (ii) engage in
     reverse repurchase  agreements and forward commitment  transactions for any
     purpose, provided that (i) and (ii) in combination do not exceed 33 1/3% of
     the Fund's total assets  (including the amount  borrowed) less  liabilities
     (other than  borrowings).  Any  borrowings  that exceed this amount will be
     reduced  within  three days (not  including  Sundays and  holidays)  to the
     extent necessary to comply with the 33 1/3% limitation.

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

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

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

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

(8)  Lend any security or make any other loan if, as a result, more than 33 1/3%
     of its total assets  would be lent to other  parties,  but this  limitation
     does not apply to purchases of debt securities or to repurchase agreements.

     The  Fund  is also  subject  to the  following  restrictions  that  are not
fundamental  and may  therefore  be  changed  by the board of  trustees  without
shareholder approval.

     THE FUND MAY NOT:

(a)  Purchase a security (other than a security issued or guaranteed by the U.S.
     government  or any of its agencies or  instrumentalities)  if, as a result,
     more than 5% of its total assets would be invested in the  securities  of a
     single  issuer,  provided  that the Fund may  invest up to 25% of its total
     assets in the  first-tier  securities  of a single  issuer  for up to three
     business days.

(b)  Sell securities short unless it owns or has the right to obtain at no added
     cost 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.

(c)  Purchase  securities  on  margin,  except  that the Fund  may  obtain  such
     short-term credits as are necessary for the clearance of transactions,  and
     provided  that margin  payments in  connection  with futures  contracts and
     options on futures contracts will not constitute  purchasing  securities on
     margin.

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

(e)  Purchase any security or enter into a repurchase agreement if, as a result,
     more than 10% of its net assets would be invested in repur-chase 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.

(f)  Invest in securities of real estate  investment trusts that are not readily
     marketable or invest in securities of real estate limited partnerships that
     are not  listed on the New York  Stock  Exchange  (the  "Exchange")  or the
     American


Statement of Additional Information                                          7


     Stock Exchange or traded on the NASDAQ National Market System.

(g)  Purchase securities of other investment companies except in the open market
     where no  commission  except the ordinary  broker's  commission is paid, or
     purchase or retain securities issued by other open-end investment companies
     except as permitted  pursuant to exemptive  orders issued by the SEC. These
     limitations  do not apply to  securities  received  as  dividends,  through
     offers of exchange, or as a result of a reorganization,  consolidation,  or
     merger.

(h)  Purchase the  securities  of any issuer  (other than  securities  issued or
     guaranteed  by domestic or foreign  governments  or political  subdivisions
     thereof)  if,  as a  result,  more  than 5% of its  total  assets  would be
     invested  in  the  securities  of  business   enterprises  that,  including
     predecessors,  have a  record  of  less  than  three  years  of  continuous
     operation.

(i)  Purchase warrants.

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

(k)  Purchase the securities of any issuer if those officers and trustees of the
     Trust and those officers and directors of the Manager who  individually own
     more than 1/2 of 1% of the securities of such issuer together own more than
     5% of such issuer's securities.

(l)  Purchase the voting securities of any issuer.

(m)  Purchase or sell futures contracts or put or call options.  This limitation
     does not apply to options attached to, or acquired or traded together with,
     their  underlying   securities  and  does  not  apply  to  securities  that
     incorporate features similar to options or futures contracts.

(n)  Lend assets other than securities to other parties.

PORTFOLIO TRANSACTIONS

     The Fund's assets are invested by the Manager in a manner  consistent  with
the  Fund's  investment  objective,  policies,  and  restrictions  and  with any
instructions  the board of  trustees  may issue from time to time.  Within  this
framework,  the Manager is responsible for making all  determinations  as to the
purchase and sale of portfolio  securities and for taking all steps necessary to
implement  securities  transactions on behalf of the Fund. In placing orders for
the  purchase and sale of  portfolio  securities,  the Manager will use its best
efforts to obtain the best possible price and execution and will otherwise place
orders with  broker-dealers  subject to and in accordance with any  instructions
the board of  trustees  may issue from time to time.  The  Manager  will  select
broker-dealers to execute portfolio transactions on behalf of the Fund solely on
the basis of best price and execution.

     Securities  in  which  the  Fund  invests   generally  are  traded  in  the
over-the-counter market through broker-dealers.  A broker-dealer is a securities
firm or bank that makes a market for  securities by offering to buy at one price
and sell at a slightly higher price. The difference  between the prices is known
as a spread.  The Manager  transacts in round lots ($1 million to $10 million or
more) on behalf  of the Fund  whenever  possible.  Because  commissions  are not
charged for money market  transactions,  the Fund's  transaction  costs  consist
solely of custodian charges and dealer mark-ups. The Fund may hold its portfolio
securities to maturity or may sell or swap them for other securities,  depending
upon the level and slope of, and anticipated changes in, the yield curve.

   
     The Fund  acquired,  during  the  fiscal  year  ended  February  28,  1997,
securities  issued by its  regular  brokers or dealers (as defined in Rule 10b-1
under the 1940 Act) and/or their parent  corporations.  As of February 28, 1997,
the Fund held  securities  issued by the  following  brokers  or  dealers in the
following aggregate amounts: Merrill Lynch,  $20,000,000,  Morgan Stanley Group,
$30,000,000,  Goldman Sachs Group,  $26,000,000  and BT Securities  Corporation,
$20,000,000.
    

VALUATION OF PORTFOLIO SECURITIES

   
     The Fund's net asset value per share  ("NAV") is calculated as of the close
of business of the New York Stock Exchange (the "Exchange") usually at 3:00 p.m.
Central  time each day the  Exchange  is open for  business.  The  Exchange  has
designated the following  holiday  closings for 1997: New Year's Day (observed),
Martin  Luther  King Jr.  Day,  Presidents`  Day,  Good  Friday,  Memorial  Day,
Independence  Day, Labor Day,  Thanksgiving  Day, and Christmas Day  (observed).
Although the Fund expects the same holiday schedule
    


8                                                 American Century Investments


to be observed in the future,  the Exchange  may modify its holiday  schedule at
any time.

     The  Manager  typically  completes  its  trading  on  behalf of the Fund in
various markets before the Exchange  closes for the day.  Securities held by the
Fund are valued at amortized cost. This method involves valuing an instrument at
its cost and  thereafter  assuming a constant  amortization  to  maturity of any
discount or premium paid at the time of purchase.  Although this method provides
certainty  in  valuation,  it  generally  disregards  the effect of  fluctuating
interest rates on an instrument's market value.  Consequently,  the instrument's
amortized  cost  value may be higher or lower than its  market  value,  and this
discrepancy  may be reflected in the Fund's yield.  During  periods of declining
interest  rates,  for  example,  the  daily  yield on Fund  shares  computed  as
described  above may be higher  than that of a fund with  identical  investments
priced at market value.  The converse would apply in a period of rising interest
rates.

     The amortized  cost valuation  method is permitted in accordance  with Rule
2a-7 under the 1940 Act.  Under the Rule, a fund  holding  itself out as a money
market fund must  adhere to certain  quality and  maturity  criteria,  which are
described in the Prospectus.

     The trustees have established  procedures  designed to stabilize the Fund's
NAV at $1.00 per  share to the  extent  reasonably  possible.  These  procedures
require the Trust's chief financial  officer to notify the trustees  immediately
if, at any time, the Fund's weighted  average  maturity  exceeds 90 days, or its
NAV, as  determined  by using  available  market  quotations,  deviates from its
amortized  cost per share by .25% or more.  If such  deviation  exceeds  .40%, a
meeting of the board of  trustees'  audit  committee  will be called to consider
what actions,  if any,  should be taken.  If such  deviation  exceeds .50%,  the
Trust's  chief  financial   officer  is  instructed  to  adjust  daily  dividend
distributions  immediately  to the extent  necessary to reduce the  deviation to
 .50% or lower and to call a meeting of the board of trustees to consider further
action.

     Actions  the board of  Trustees  may  consider  under  these  circumstances
include  but are not  limited  to (i)  selling  portfolio  securities  prior  to
maturity,  (ii)  withholding  dividends or  distributions  from  capital,  (iii)
authorizing a one-time dividend adjustment, (iv) discounting share purchases and
initiating  redemptions in kind, or (v) valuing  portfolio  securities at market
value for purposes of calculating NAV. Actions which the Manager may consider in
the event that a negative  deviation exceeds .50% include (i) waiving current or
past investment  advisory or transfer agent fees and (ii)  contributing  capital
sufficient to raise the Fund's  market-based net asset value per share to $0.995
or higher.

PERFORMANCE

     The Fund's  yield and total return may be quoted in  advertising  and sales
literature.  Yield and total return will vary.  Past  performance  should not be
considered an indication of future results.

     Yield  quotations  for the Fund are  based on the  change in the value of a
hypothetical  investment  (excluding  realized gains and losses from the sale of
securities and unrealized  appreciation  and  depreciation of securities) over a
seven-day  period (base period) and stated as a percentage of the  investment at
the start of the base period  (base-period  return).  The base-period  return is
then  annualized  by  multiplying  it by 365/7 with the  resulting  yield figure
carried to at least the nearest hundredth of one percent.

     Calculations of effective yield begin with the same base-period return used
to  calculate  yield,  but the  return  is then  annualized  to  reflect  weekly
compounding according to the following formula:

             Effective Yield = [(Base-Period Return + 1)365/7] - 1

   
     For the  seven-day  period ended  February  28, 1997,  the Fund's yield and
effective yield are indicated in the following table.

                                  7-Day
                7-Day           Effective
                Yield             Yield
- -----------------------------------------
Prime           4.94%             5.06%
- -----------------------------------------
    

     Total  returns  quoted in  advertising  and sales  literature  reflect  all
aspects of the 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 the Fund during a
stated period and then calculating the annually com-


Statement of Additional Information                                          9


pounded  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 Fund's  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.

     Average  annual  total  returns  for  periods  of less  than  one  year are
calculated by determining the Fund's total return for the period, extending that
return for a full year (assuming that performance  remains  constant  throughout
the year), and quoting the result as an annual return. Because the Fund's return
may not remain  constant over the course of a year,  these  performance  figures
should be viewed as strictly hypothetical.

     In addition to average annual total returns,  the Fund may quote unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment over a stated period. Average annual and cumulative total returns may
be quoted as a  percentage  or as a dollar  amount and may be  calculated  for a
single investment, a series of investments,  or a series of redemptions over any
time period.

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

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

     The Manager may obtain Fund  ratings  from one or more rating  agencies and
may publish these ratings in advertisements and sales literature.

TAXES

FEDERAL INCOME TAX

     The Fund intends to qualify each year as a "regulated  investment  company"
under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code"
). To qualify as a  regulated  investment  company  and avoid  being  subject to
federal  and state  income  taxes at the Fund  level,  the Fund must  distribute
within each calendar year as well as each fiscal year  substantially  all of its
net investment  income and net realized  capital gains (if any) to shareholders.
In addition to federal  income taxes,  shareholders  may be subject to state and
local taxes on their distributions from the Fund.

     The information  above is only a summary of some of the tax  considerations
generally  affecting the Fund and its shareholders.  No attempt has been made to
discuss individual tax consequences.


10                                                American Century Investments


     An investor  considering  an investment in the Fund should consult with his
or her tax advisors to determine whether the Fund is a suitable investment.

ABOUT THE TRUST

     American Century  Investment  Trust (the "Trust") is a registered  open-end
management  investment  company that was organized as a  Massachusetts  business
trust on June 16, 1993. The Trust was formerly known as Benham Investment Trust.
Currently  American  Century-Benham  Prime Money Market Fund (formerly  known as
Benham Prime Money  Market  Fund) is the only series of the Trust,  although the
trustees are authorized to create additional series at their discretion.

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

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

   
     Each shareholder has rights to dividends and distributions  declared by the
Fund and to the net  assets  of the Fund  upon its  liquidation  or  dissolution
proportionate to his or her share ownership interest in the Fund.
    

     Shareholders  of  a  Massachusetts  business  trust  could,  under  certain
circumstances,  be held  personally  liable for its  obligations.  However,  the
Declaration of Trust contains an express disclaimer of shareholder liability for
acts or  obligations  of the Trust.  The  Declaration of Trust also provides for
indemnification and reimbursement of expenses of any shareholder held personally
liable for obligations of the Trust.  The Declaration of Trust provides that the
Trust  will,  upon  request,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Trust and satisfy  any  judgment
thereon.  The Declaration of Trust further  provides that the Trust may maintain
appropriate insurance (for example, fidelity,  bonding, and errors and omissions
insurance)  for  the  protection  of  the  Trust,  its  shareholders,  trustees,
officers,  employees,  and agents to cover possible tort and other  liabilities.
Thus,  the  risk  of a  shareholder  incurring  financial  loss as a  result  of
shareholder  liability  is limited  to  circumstances  in which both  inadequate
insurance exists and the Trust is unable to meet its obligations.

     CUSTODIAN BANK: Chase Manhattan Bank, 4 Chase Metrotech  Center,  Brooklyn,
New York 11245 and Commerce Bank N.A., 1000 Walnut,  Kansas City, Missouri 64106
serve as custodians  of the Fund's  assets.  Services  provided by the custodian
banks include (i) settling portfolio  purchases and sales, (ii) reporting failed
trades,  (iii) identifying and col-lecting  portfolio income, and (iv) providing
safekeeping of securities. The custodians take no part in determining the Fund's
investment  policies or in determining which securities are sold or purchased by
the Fund.

   
     INDEPENDENT  AUDITORS:  KPMG Peat  Marwick LLP,  1000  Walnut,  Suite 1600,
Kansas City,  Missouri  64106,  serves as the Trust's  independent  auditors and
provides services including the audit of the annual financial statements.

     For the current  fiscal year,  which started on March 1, 1997, the Trustees
of the Fund have selected Coopers & Lybrand LLP to serve as independent auditors
of the Fund.  The address of Coopers & Lybrand LLP is City Center  Square,  1100
Main Street, Suite 900, Kansas City, Missouri 64105-2140.
    

TRUSTEES AND OFFICERS

     The Trust's  activities are overseen by a board of trustees,  including six
independent trustees.  The individuals listed below whose names are marked by an
asterisk (*) are "interested  persons" of the Trust (as defined in the 1940 Act)
by virtue of,  among other  considerations,  their  affiliation  with either the
Trust;  the Trust's  investment  advisor,  Benham  Management  Corporation;  the
Trust's  agent  for  transfer  and  administrative  services,  American  Century
Services


Statement of Additional Information                                         11


   
Corporation (ACS); the Trust's  distribution agent,  American Century Investment
Services, Inc.; their parent corporation, American Century Companies, Inc. (ACC)
or ACC`s  subsidiaries;  or other funds  advised by the  Manager.  Each  Trustee
listed  below  serves as a Trustee or  Director  of other  funds  advised by the
Manager.  Unless  otherwise noted,  dates in parentheses  indicate the dates the
trustee  or  officer  began his or her  service in a  particular  capacity.  The
trustees'  and officers'  address with the exception of Mr.  Stowers III and Ms.
Roepke is 1665 Charleston Road, Mountain View,  California 94043. The address of
Mr.  Stowers III and Ms.  Roepke is American  Century  Tower,  4500 Main Street,
Kansas City, Missouri 64111.
    

TRUSTEES

     *JAMES M. BENHAM,  Chairman of the Board of Trustees (1993),  President and
Chief Executive Officer (1996). Mr. Benham is also President and Chairman of the
Board of the  Manager  (1971);  and a member  of the Board of  Governors  of the
Investment  Company  Institute  (1988).  Mr.  Benham has been in the  securities
business  since 1963, and he frequently  comments  through the media on economic
conditions, investment strategies, and the securities markets.

     ALBERT A.  EISENSTAT,  independent  Trustee  (1995).  Mr.  Eisenstat  is an
independent  Director of each of  Commercial  Metals Co.  (1982),  Sungard  Data
Systems (1991) and Business  Objects S/A (1994).  Previously,  he served as Vice
President of Corporate Development and Corporate Secretary of Apple Computer and
served on its Board of Directors (1985 to 1993).

     RONALD J. GILSON,  independent trustee (1995). Mr. Gilson is the Charles J.
Meyers  Professor of Law and Business at Stanford Law School (1979) and the Mark
and Eva Stern Professor of Law and Business at Columbia University School of Law
(1992); counsel to Marron, Reid & Sheehy (a San Francisco law firm, 1984).

     MYRON S. SCHOLES, independent trustee (1993). Mr. Scholes is a principal of
Long-Term  Capital  Management  (1993).  He is also Frank E. Buck  Professor  of
Finance at the  Stanford  Graduate  School of Business  (1983) and a director of
Dimensional  Fund Advisors  (1982) and the Smith Breeden Family of Funds (1992).
From August 1991 to June 1993,  Mr.  Scholes was a managing  director of Salomon
Brothers Inc. (securities brokerage).

     KENNETH E. SCOTT, independent trustee (1993). Mr. Scott is Ralph M. Parsons
Professor of Law and  Business at Stanford  Law School  (1972) and a director of
RCM Capital Funds, Inc. (June 1994).

     ISAAC STEIN,  independent  Trustee (1993).  Mr. Stein is former Chairman of
the Board (1990 to 1992) and Chief Executive Officer (1991 to 1992) of Esprit de
Corp.  (clothing  manufacturer).  He  is  a  member  of  the  Board  of  Raychem
Corporation (electrical equipment, 1993), President of Waverley Associates, Inc.
(private   investment   firm,   1983),   and  a  Director  of  ALZA  Corporation
(pharmaceuticals,  1987). He is also a Trustee of Stanford University (1994) and
Chairman of Stanford Health Services (hospital, 1994).

     *JAMES E. STOWERS III,  Trustee (1995).  Mr. Stowers III is Chief Executive
Officer and Director of ACC; President,  Chief Executive Officer and Director of
ACS and ACIS.

     JEANNE D. WOHLERS,  independent  Trustee  (1993).  Ms. Wohlers is a private
investor and an independent Director and Partner of Windy Hill Productions,  LP.
Previously,  she served as Vice President and Chief Financial Officer of Sybase,
Inc. (software company, 1988 to 1992).

OFFICERS

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

     *WILLIAM  M. LYONS,  Executive  Vice  President  (1996);  President,  Chief
Operating  Officer and General Counsel of ACC;  Executive Vice President,  Chief
Operating  Officer and General Counsel of ASC and ACIS;  Assistant  Secretary of
ACC; Secretary of ACS and ACIS.

     *DOUGLAS A. PAUL,  Secretary  (1993),  Vice President  (1993),  and General
Counsel  (1993);  Secretary  and Vice  President  of the  funds  advised  by the
Manager.

     *C. JEAN WADE, Controller (1996).

     *MARYANNE ROEPKE,  CPA, Chief Financial Officer and Treasurer (1995);  Vice
President and Assistant Treasurer of ACS.

   
     The table on the next page  summarizes the  compensation  that the trustees
received for the Fund's  fiscal year ended  February  28,  1997,  as well as the
compensation  received  for  serving as a director or trustee of all other funds
advised by the Manager.

     As of May 31, 1997,  the Fund's  Trustees and officers,  as a group,  owned
less than 1% of the Fund's total shares outstanding.
    


12                                                American Century Investments


   
INVESTMENT MANAGEMENT
    

     The Fund has an investment  advisory  agreement with the Manager dated June
1, 1995, that was approved by the Fund's shareholders on May 31, 1995.

     The  Manager  is  a  California  corporation  and  became  a  wholly  owned
subsidiary of ACC on June 1, 1995. The Manager has served as investment  advisor
to the Fund since the Fund`s  inception.  ACC is a holding company that owns all
of the stock of the operating companies that provide the investment  management,
transfer  agency,  shareholder  service,  and other  services  for the  American
Century funds. James E. Stowers,  Jr. controls ACC by virtue of his ownership of
a majority of its common  stock.  The Manager has been a  registered  investment
advisor since 1971.

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

     The investment advisory agreement is terminable on 60 days' written notice,
either  by the  Fund  or by the  Manager,  to the  other  party  and  terminates
automatically in the event of its assignment.

     Pursuant to the investment  advisory  agreement,  the Manager  provides the
Fund with investment advice and portfolio management services in accordance with
the Fund's investment objective,  policies, and restrictions. The agreement also
provides that the Manager will determine what  securities  will be purchased and
sold by the Fund and assist the Trust's  officers in carrying out decisions made
by the board of trustees.

     For these services, the Fund pays the Manager a monthly investment advisory
fee equal to its pro rata share of the dollar  amount  derived from applying the
Trust's  average  daily net  assets to the  following  investment  advisory  fee
schedule:

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

   
     Investment  advisory  fees paid by the fund to the  Manager  for the fiscal
years ended February 28, 1997, February 29, 1996, and February 28, 1995, are
<TABLE>
<CAPTION>
TRUSTEE COMPENSATION FOR THE FISCAL YEAR ENDED February 28, 1997

                           Aggregate        Pension or Retirement             Estimated             Total Compensation
Name of                  Compensation      Benefits Accrued As Part        Annual Benefits          From Fund and Fund
Trustee*                From The Fund          of Fund Expenses            Upon Retirement      Complex** Paid to Trustees
- --------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                       <C>                         <C>    
Albert A. Eisenstat         $9,024              Not Applicable             Not Applicable                 $72,250
Ronald J. Gilson            $8,607              Not Applicable             Not Applicable                 $68,000
Myron S. Scholes            $8,154              Not Applicable             Not Applicable                 $63,500
Kenneth E. Scott            $9,584              Not Applicable             Not Applicable                 $78,000
Ezra Solomon***             $8,414              Not Applicable             Not Applicable                 $36,417
Isaac Stein                 $8,704              Not Applicable             Not Applicable                 $69,000
Jeanne D. Wohlers           $9,487              Not Applicable             Not Applicable                 $77,000
- --------------------------------------------------------------------------------------------------------------------------
*    Interested Trustees receive no compensation for their services as such.
**   American Century family of funds includes nearly 70 no-load mutual funds.
***  Retired
</TABLE>
    


Statement of Additional Information                                         13


indicated in the following table.  Fee amounts are net of amounts  reimbursed or
recouped.

   
Fiscal             Investment               Reimbursed
Year Ended         Advisory Fees Paid       (Recouped)
- ------------------------------------------------------
1997               $2,265,360               $1,584,981
1996               $2,316,045               $1,839,833
1995               $0                       $2,708,338
- ------------------------------------------------------
Commencement of operations was November 17, 1993.
    

TRANSFER AND ADMINISTRATIVE SERVICES

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

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

     For transfer agent services, the Fund pays ACS a monthly fee of $1.3958 for
each shareholder  account maintained and $1.35 for each shareholder  transaction
executed during the month.

   
     The  Fund  paid  $1,844,608  and  $1,975,550  in  transfer  agent  fees and
$1,188,257  and  $1,319,915  in  administrative  fees for the fiscal years ended
February 28, 1997, and February 29, 1996, respectively.
    

     Due to the expense limitation  agreements described below, the Fund paid no
transfer  agent or  administrative  fees for the fiscal year ended  February 28,
1995, or for the period from  November 17, 1993  (commencement  of  operations),
through February 28, 1994.

DISTRIBUTION OF FUND SHARES

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

DIRECT FUND EXPENSES

     The Fund  pays  certain  operating  expenses  that are not  assumed  by the
Manager or ACS.  These  include fees and expenses of the  independent  Trustees;
custodian, audit, tax preparation, and pricing fees; fees of outside counsel and
counsel  employed  directly  by  the  Trust;   costs  of  printing  and  mailing
prospectuses,  statements of additional information, proxy statements,  notices,
confirmations,  and reports to  shareholders;  fees for  registering  the Fund's
shares under federal and state securities  laws;  brokerage fees and commissions
(if any);  trade  association  dues;  costs of fidelity and liability  insurance
policies  covering the Fund; costs for incoming WATS lines maintained to receive
and handle shareholder inquiries; and organizational costs.

EXPENSE LIMITATION AGREEMENT

   
     Under an Expense Limitation Agreement between the Fund and the Manager, the
Manager is obligated to limit the Fund's  expenses to .50% of average  daily net
assets through May 31, 1998.

     The  Expense  Limitation  Agreement  provides  that the Manager may recover
amounts  (representing  expenses in excess of the limitation)  reimbursed to the
Fund during the  preceding 11 months if, and to the extent  that,  for any given
month,  the  Fund's  expenses  were less than the  lower of the  contractual  or
voluntary expense limitation in effect at that time.

     VOLUNTARY EXPENSE REIMBURSEMENT  AGREEMENT.  As a supplement to the Expense
Limitation  Agree-ment,  the  Manager  voluntarily  reimbursed  the Fund for all
expenses  through  December 31, 1994. On January 1, 1995,  the Fund began paying
expenses equal to an additional .10% of average daily net assets
    


14                                                American Century Investments


and continued to do so each subsequent month until the expense limit was reached
on May 1, 1995.  Voluntary expense  reimbursements are not eligible for recovery
by the Manager.

     For the fiscal year ended  February 28, 1995,  and for the period  November
17, 1993  (commencement  of operations),  through February 28, 1994, the Manager
reimbursed  the  Fund  for  $5,451,506  and  $164,816  of the  Fund's  expenses,
respectively.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

     The  Fund's  shares are  continuously  offered  at net asset  value.  Share
certificates  are  issued  (without  charge)  only when  requested  in  writing.
Certificates  are not issued for fractional  shares.  Dividend and voting rights
are not affected by the issuance of certificates.

   
     As of May 31, 1997, to the Fund`s knowledge,  no shareholder was the record
holder or beneficial owner of 5% or more of the Fund`s total shares outstanding.
    

     American Century may reject or limit the amount of an investment to prevent
any one  shareholder  or  affiliated  group  from  controlling  the Trust or its
series; to avoid jeopardizing a series' tax status; or whenever, in management's
opinion,  such  rejection  or  limitation  is in the  Trust's or a series'  best
interest.

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

     When it is in the  best  interest  of the Fund  and its  shareholders  (for
example,  to deter  abusive  market  timing  transactions),  the Fund may  honor
redemption requests in kind, normally by delivering portfolio securities in lieu
of cash.  Securities delivered as redemptions in kind will be valued by the same
method used to value securities in determining the Fund's NAV.  Shareholders who
receive  securities  may realize a capital gain or loss for tax purposes,  incur
costs  in  handling  or  disposing  of  the   securities,   or  encounter  other
inconveniences.

     Share purchases and redemptions are governed by California law.

OTHER INFORMATION

     The Fund's investment advisor has been continuously registered with the SEC
under the Investment Advisers Act of 1940 since December 14, 1971. The Trust has
filed a registration statement under the Securities Act of 1933 and the 1940 Act
with respect to the shares offered. These registrations do not imply approval or
supervision of the Trust or the advisor by the SEC.

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

SECURITIES RATINGS

     Securities  rating  descriptions  provided under this heading are excerpted
from  publications  of Moody's  Investors  Service,  Inc.  and Standard & Poor's
Corporation.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S
BOND RATINGS:

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

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

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


Statement of Additional Information                                         15


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

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

     Ba:  Bonds  that are rated "Ba" are  judged to have  speculative  elements;
their future  cannot be  considered  as well  assured.  Often the  protection of
interest  and  principal  payments  may be very  moderate  and  thereby not well
safeguarded  during  both  good and bad  times  in the  future.  Uncertainty  of
position characterizes bonds in this class.

     B: Bonds that are rated "B" generally lack  characteristics  of a desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be limited.

     Caa: Bonds that are rated "Caa" are of poor standing. Such issues may be in
default, or there may be elements of danger present with respect to principal or
interest.

     Ca: Bonds that are rated "Ca" represent obligations that are speculative to
a  high  degree.  Such  issues  are  often  in  default  or  have  other  marked
shortcomings.

     C: Bonds that are rated "C" are the lowest-rated class of bonds, and issues
so rated can be regarded as having  extremely  poor  prospects of ever attaining
any real investment standing.

     NOTE:  MOODY'S MAY APPLY THE NUMERICAL  MODIFIER "1" FOR MUNICIPALLY BACKED
BONDS AND MODIFIERS "1," "2," AND "3" FOR CORPORATE-BACKED  MUNICIPAL BONDS. THE
MODIFIER "1" INDICATES  THAT THE SECURITY RANKS IN THE HIGHER END OF ITS GENERIC
RATING  CATEGORY;  THE  MODIFIER  "2"  INDICATES  A MID-RANGE  RANKING,  AND THE
MODIFIER  "3"  INDICATES  THAT THE ISSUE  RANKS IN THE LOWER END OF ITS  GENERIC
RATING CATEGORY.

DESCRIPTION  OF  MOODY'S  INVESTORS   SERVICE,   INC.'S  RATINGS  OF  NOTES  AND
VARIABLE-RATE DEMAND OBLIGATIONS:

     Moody's  ratings  for  state  and  municipal  short-term   obligations  are
designated   Moody's  Investment  Grade  or  MIG.  Such  ratings  recognize  the
differences between short-term credit and long-term risk.  Short-term ratings on
issues   with   demand   features   (variable-rate   demand   obligations)   are
differentiated by the use of the VMIG symbol to reflect such  characteristics as
payment upon periodic  demand rather than on fixed  maturity  dates and payments
relying on external liquidity.

     MIG  1/VMIG 1:  This  designation  denotes  best  quality.  There is strong
protection present through  established cash flows,  superior liquidity support,
or demonstrated broad-based access to the market for refinancing.

     MIG 2/VMIG 2: This denotes high quality.  Margins of protection  are ample,
although not as large as in the preceding group.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S
COMMERCIAL PAPER RATINGS:

     Moody's  commercial paper ratings are opinions of the ability of issuers to
punctually repay those promissory obligations that have an original maturity not
exceeding nine months. Moody's makes no representation that such obligations are
exempt from registration under the Securities Act of 1933, nor does it represent
that any  specific  note is a valid  obligation  of a rated  issuer or issued in
conformity with any applicable law. The following designations, all judged to be
investment  grade,  indicate the relative  repayment ability of rated issuers of
securities in which the Funds may invest.

     PRIME 1:  Issuers  rated  "Prime  1" (or  supporting  institutions)  have a
superior ability for repayment of senior short-term promissory obligations.

     PRIME 2: Issuers rated "Prime 2" (or supporting institutions) have a strong
ability for repayment of senior short-term promissory obligations.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S RATINGS FOR BONDS:

INVESTMENT GRADE

     AAA: Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

     AA: Debt rated "AA" has a very strong  capacity to pay  interest  and repay
principal and differs from the highest-rated issues only in a small degree.



16                                               American Century Investments


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

     BBB:  Debt rated "BBB" is  regarded  as having an adequate  capacity to pay
interest and repay principal.  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.

SPECULATIVE

     BB, B, CCC,  CC:  Debt  rated in these  categories  is  regarded  as having
predominantly  speculative  characteristics  with  respect  to  capacity  to pay
interest and repay principal.  While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

     BB: Debt rated "BB" 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  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied "BBB-" rating.

     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 is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

     CCC: Debt rated "CCC" 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" rating category is
also used for debt  subordinated  to senior  debt that is  assigned an actual or
implied "B" or "B-" rating.

     CC: The rating "CC"  typically  is applied to debt  subordinated  to senior
debt that is assigned an actual or implied "CCC" debt rating.

     C: The "C" rating is typically  applied to debt subordinated to senior debt
that is assigned an actual or implied "CCC-" 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 "CI"  rating is reserved  for income  bonds on which no interest is
being paid.

     D: Debt rated "D" is in default,  and payment of interest and/or  repayment
of principal is in arrears.

     PLUS (+) OR MINUS (-):  The  ratings  from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative  standing within the major
rating categories.

DESCRIPTION  OF STANDARD & POOR'S  CORPORATION'S  RATINGS FOR  INVESTMENT  GRADE
NOTES AND SHORT-TERM DEMAND OBLIGATIONS:

     SP-1:  Issues  carrying  this  designation  have a very  strong  or  strong
capacity to pay  principal  and  interest.  Those issues  determined  to possess
overwhelming safety characteristics will be given a plus (+) designation.

     SP-2: Issues carrying this designation have a satisfactory  capacity to pay
principal and interest.

DESCRIPTION OF STANDARD & POOR'S  CORPORATION'S  RATINGS FOR DEMAND  OBLIGATIONS
AND COMMERCIAL PAPER:

     A Standard & Poor's commercial paper rating is a current  assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. The two rating categories for securities in which the Funds may invest
are as follows:

     A-1: This highest  category  indicates that the degree of safety  regarding
timely payment is strong.  Those issues  determined to possess  extremely strong
safety characteristics are denoted with a plus (+) designation.

     A-2:  Capacity  for  timely  payment  on issues  with this  designation  is
satisfactory.  However,  the  relative  degree  of  safety is not as high as for
issues designated "A-1."
    

Statement of Additional Information                                         17


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

Investor Services:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-444-3485

Fax: 816-340-7962

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9701       
SH-BKT-8751
<PAGE>
AMERICAN CENTURY INVESTMENT TRUST


1933 Act Post-Effective Amendment No. 5
1940 Act Amendment No. 6
- --------------------------------------------------------------------------------

PART C   OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)      FINANCIAL STATEMENTS. Audited financial statements for American Century
         - Benham Prime Money Market Fund for the fiscal year ended February 28,
         1997,  are  filed  herein  as  included  in  the  Fund's  Statement  of
         Additional Information by reference to the Annual Report dated February
         28, 1997, filed on April 23, 1997 (Accession # 0000908406-97-000003).

(b)      EXHIBITS.

          (1)  (a)Amended and Restated Declaration of Trust, dated June 16, 1993
               and amended May 31, 1995, is incorporated  herein by reference to
               Exhibit 1 of  Post-Effective  Amendment  No. 3 filed on April 24,
               1996 (Accession # 0000908406-96-000004).

               (b)Amendment  to the  Declaration of Trust dated October 21, 1996
               is included herein.

          (2)  Amended and Restated Bylaws, dated May 17, 1995, are incorporated
               herein by reference to Exhibit 2 of Post-Effective  Amendment No.
               3 filed on April 24, 1996 (Accession # 0000908406-96-000004).

          (3)  Not applicable.

          (4)  Specimen  copy of American  Century - Benham  Prime Money  Market
               Fund's share  certificate is incorporated  herein by reference to
               Exhibit 4 of the Trust's Registration Statement filed on June 28,
               1993.

          (5)  Investment Advisory Agreement between American Century Investment
               Trust and Benham Management  Corporation,  dated June 1, 1995, is
               incorporated  herein by reference to Exhibit 5 of  Post-Effective
               Amendment   No.  3  filed  on  April  24,   1996   (Accession   #
               0000908406-96-000004).

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

          (7)  Not applicable.

          (8)  Custodian Agreement between American Century Investment Trust and
               The Chase Manhattan  Bank,  dated August 9, 1996, is incorporated
               herein by reference to Exhibit 8 to Post-Effective  Amendment No.
               31 of American Century  Government Income Trust filed on February
               7, 1997 (Accession #773674-97-000002).

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

          (10) Opinion  and  consent  of  counsel  as to  the  legality  of  the
               securities being registered, dated April 11, 1997 is incorporated
               herein by  reference to Rule 24f-2 Notice filed on April 11, 1997
               (Accession # 908406-97-000002).

          (11) Consent  of KPMG  Peat  Marwick  LLP,  independent  auditors,  is
               included herein.

          (12) Not applicable.

          (13) Letter  of  Understanding  relating  to  initial  capital,  dated
               October 4, 1993 is incorporated herein by reference to Exhibit 13
               of Pre-Effective Amendment No. 1 filed on October 6, 1993.

          (14) (a)American Century Individual Retirement Account Plan, including
               all  instructions  and other relevant  documents,  dated February
               1992, is incorporated herein by reference to Exhibit 14(a) of the
               Trust's Registration Statement filed on June 28, 1993.

               (b)American Century  Pension/Profit  Sharing Plan,  including all
               instructions and other relevant  documents,  dated February 1992,
               is  incorporated  herein by  reference  to  Exhibit  14(b) of the
               Trust's Registration Statement filed on June 28, 1993.

          (15) Not applicable.

          (16) Schedule for computation of each performance  quotation  provided
               in response to Item 22 is included herein.

          (17) Power of Attorney dated February 28, 1997, is included herein.


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

Not applicable.


Item 26. Number of Holders of Securities.

As of April 30,  1997,  American  Century - Benham  Prime Money Market Fund (the
sole  operating  series  of  American  Century   Investment  Trust)  had  52,651
shareholders of record.


Item 27. Indemnification.

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

Registrant hereby  incorporates by reference,  as though set forth fully herein,
Article VI of the  Registrant's  Bylaws,  amended on May 17, 1995,  appearing as
Exhibit 2 of Post-Effective Amendment No. 3 filed on April 24, 1996 (Accession #
908406-96-000004).


Item 28. Business and Other Connections of Investment Advisor.

The Registrant's  investment advisor,  Benham Management  Corporation,  provides
investment  advisory  services for various  collective  investment  vehicles and
institutional  clients and serves as investment  advisor to a number of open-end
investment companies.


Item 29. Principal Underwriters.

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


Item 30. Location of Accounts and Records.

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


Item 31. Management Services.

Not applicable.


Item 32. Undertakings.

Registrant  undertakes  to furnish each person to whom a Prospectus is delivered
with a copy of the  Registrant's  latest  annual  report to  shareholders,  upon
request and without charge.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of  1940,  the  Registrant  has  duly  caused  this  Post-Effective
Amendment No.  5/Amendment No. 6 to be signed on its behalf by the  undersigned,
thereunto  duly  authorized,  in  the  City  of  Mountain  View,  and  State  of
California,  on the 27th day of June, 1997. I hereby certify that this Amendment
meets the requirements for immediate effectiveness pursuant to Rule 485(b).

                            AMERICAN CENTURY INVESTMENT TRUST


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

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment No.  5/Amendment No. 6 has been signed below by the following  persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
                                                                           Date
<S>                                  <C>                                   <C>
*                                    Chairman of the Board of Trustees,    June 27, 1997
- ---------------------------------    President, and
James M. Benham                      Chief Executive Officer

*                                    Trustee                               June 27, 1997
- ---------------------------------
Albert A. Eisenstat

*                                    Trustee                               June 27, 1997
- ---------------------------------
Ronald J. Gilson

*                                    Trustee                               June 27, 1997
- ---------------------------------
Myron S. Scholes

*                                    Trustee                               June 27, 1997
- ---------------------------------
Kenneth E. Scott

*                                    Trustee                               June 27, 1997
- ---------------------------------
Isaac Stein

*                                    Trustee                               June 27, 1997
- ---------------------------------
James E. Stowers III

*                                    Trustee                               June 27, 1997
- ---------------------------------
Jeanne D. Wohlers

*                                    Chief Financial Officer, Treasurer    June 27, 1997
- ---------------------------------
Maryanne Roepke
</TABLE>

/s/ Douglas A. Paul
*by Douglas A. Paul, Attorney in Fact (pursuant to a Power of Attorney dated 
February 28, 1997).


EXHIBIT     DESCRIPTION

EX-99.B1a   Amended and Restated  Declaration of Trust,  dated June 16, 1993 and
            amended May 31, 1995, is incorporated herein by reference to Exhibit
            1 of  Post-Effective  Amendment  No.  3  filed  on  April  24,  1996
            (Accession # 0000908406-96-000004).

EX-99.B1b   Amendment  to the  Declaration  of Trust  dated  October 21, 1996 is
            included herein.

EX-99.B2    Amended and Restated  Bylaws,  dated May 17, 1995, are  incorporated
            herein by reference to Exhibit 2 of  Post-Effective  Amendment No. 3
            filed on April 24, 1996 (Accession # 0000908406-96-000004).

EX-99.B4    Specimen copy of American  Century - Prime Money Market Fund's share
            certificate is incorporated  herein by reference to Exhibit 4 of the
            Trust's Registration Statement filed on June 28, 1993.

EX-99.B5    Investment  Advisory  Agreement between American Century  Investment
            Trust and Benham  Management  Corporation,  dated  June 1, 1995,  is
            incorporated  herein by  reference  to  Exhibit 5 of  Post-Effective
            Amendment   No.  3  filed   on   April   24,   1996   (Accession   #
            0000908406-96-000004).

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

EX-99.B8    Custodian  Agreement  between American Century  Investment Trust and
            The Chase  Manhattan  Bank,  dated August 9, 1996,  is  incorporated
            herein by reference to Exhibit 8 to Post-Effective  Amendment No. 31
            of American  Century  Government  Income  Trust filed on February 7,
            1997 (Accession #773674-97-000002).

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

EX-99.B10   Opinion and consent of counsel as to the legality of the  securities
            being  registered,  dated April 11, 1997 is  incorporated  herein by
            reference to Rule 24f-2 Notice filed on April 11, 1997  (Accession #
            908406-97-000002).

EX-99.B11   Consent of KPMG Peat Marwick LLP, independent  auditors, is included
            herein.

EX-99.B13   Letter of Understanding  relating to initial capital,  dated October
            4,  1993 is  incorporated  herein  by  reference  to  Exhibit  13 of
            Pre-Effective Amendment No. 1 filed on October 6, 1993.

EX-99.B14   a) American Century Individual  Retirement  Account Plan,  including
            all instructions and other relevant documents,  dated February 1992,
            is incorporated  herein by reference to Exhibit 14(a) of the Trust's
            Registration Statement filed on June 28, 1993.

            b) American  Century  Pension/Profit  Sharing  Plan,  including  all
            instructions and other relevant  documents,  dated February 1992, is
            incorporated  herein by  reference  to Exhibit  14(b) of the Trust's
            Registration Statement filed on June 28, 1993.

EX-99.B16   Schedule for computation of each performance  quotation  provided in
            response to Item 22 is included herein.

EX-99.B17   Power of Attorney  dated February 28, 1997 is included herein.

EX-27.4     Financial Data Schedule.

                                    AMENDMENT
                                     TO THE
                              DECLARATION OF TRUST
                                       OF

                             BENHAM INVESTMENT TRUST

                                October 21, 1996

         WHEREAS,  Section 1 of Article I of the  Declaration  of Trust provides
that the Trustees may designate a new name for the Trust,  or any Series,  to be
effective upon execution by a majority of the Trustees of an instrument  setting
forth the new names;

         WHEREAS, the Trustees have determined that it is appropriate and in the
interests  of the  Trust to change  the name of the Trust and its  Series as set
forth below;

         RESOLVED,  that the Trust shall  henceforth  be known as the  "American
Century Investment Trust";

         RESOLVED  FURTHER,  that the existing Series be renamed as follows (new
language appears in boldface type, deleted language is struck through):
<TABLE>

<S>                                                         <C>
Former Name                                                  New Name
- ------------------------------------------------------------ --------------------------------------------------------
- ------------------------------------------------------------ --------------------------------------------------------
Benham Prime Money Market Fund                               American Century - Benham Prime Money Market Fund
- ------------------------------------------------------------ --------------------------------------------------------
</TABLE>
<TABLE>
Trustees of the Benham Investment Trust
<S>                                       <C>              <C>                                       <C>   
/s/ James M. Benham                       10/21/96          /s/ Ezra Solomon                          10/21/96
- ----------------------------------------  -------------     ----------------------------------------  --------
James M. Benham*                          Date              Ezra Solomon*                             Date

/s/ Albert A. Eisenstat                   10/21/96          /s/ Isaac Stein                           10/21/96
- ----------------------------------------  -------------     ----------------------------------------  --------
Albert A. Eisenstat*                      Date              Isaac Stein*                              Date

/s/ Ronald J. Gilson                      10/21/96          /s/ James E. Stowers III                  10/21/96
- ----------------------------------------  -------------     ----------------------------------------  --------
Ronald J. Gilson*                         Date              James E. Stowers III*                     Date

/s/ Myron S. Scholes                      10/21/96          /s/ Jeanne D. Wohlers                     10/21/96
- ----------------------------------------  -------------     ----------------------------------------  --------
Myron S. Scholes*                         Date              Jeanne D. Wohlers*                        Date

/s/ Kenneth E. Scott                      10/21/96
- ----------------------------------------  -------------
Kenneth E. Scott*                         Date

*By:   /s/Douglas A. Paul                                                       Date:  October 21, 1996
       ------------------
       Douglas A. Paul, Esq.
       Pursuant to Power of Attorney dated March 4, 1996
</TABLE>

                         Consent of Independent Auditors


The Board of Trustees and Shareholders
American Century Investment Trust:

We  consent  to  the   inclusion   in  American   Century   Investment   Trust's
Post-Effective  Amendment No. 5 to the  Registration  Statement No.  33-65170 on
Form  N-1A  under  the  Securities  Act  of  1933  and  Amendment  No.  6 to the
Registration  Statement  No.  811-7822  filed on Form N-1A under the  Investment
Company  Act of  1940  of our  report  dated  April  4,  1997  on the  financial
statements and financial  highlights of the American  Century-Benham Prime Money
Market Fund (the sole fund comprising the American Century Investment Trust) for
the periods indicated  therein,  which report has been incorporated by reference
into the  Statement of Additional  Information  of American  Century  Investment
Trust. We also consent to the reference to our firm under the heading "Financial
Highlights"  in the  Prospectus  and under the heading  "About the Trust" in the
Statement of Additional  Information  which is  incorporated by reference in the
Prospectus.


/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Kansas City, Missouri
June 27, 1997

                AMERICAN CENTURY - BENHAM PRIME MONEY MARKET FUND
                                YIELD CALCULATION
                                FEBRUARY 28, 1997



                                            
Effective Yield: = [(Base Period Return + 1) 365/7 ]  - 1


Base Period Return  =  0.0009473


7 Day Effective Yield  =  5.06%


          Yield = I/B X 365/7

               Y = Yield
               I = total income of hypothetical account over the seven day 
                    period
               B = beginning account value

               I = 0.00094725
               B =      $1.00

          7 Day Current Yield  =  4.94%

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  AMERICAN CENTURY
INVESTMENT  TRUST,  hereinafter  called the  "Trust" and  certain  trustees  and
officers of the Trust, do hereby  constitute and appoint James M. Benham,  James
E. Stowers,  III,  William M. Lyons,  Douglas A. Paul, and Patrick A. Looby, and
each of them  individually,  their true and lawful  attorneys and agents to take
any and all action and execute any and all instruments  which said attorneys and
agents may deem  necessary  or  advisable to enable the Trust to comply with the
Securities  Act of 1933 and/or the  Investment  Company Act of 1940, as amended,
and any rules  regulations,  orders, or other  requirements of the United States
Securities  and  Exchange   Commission   thereunder,   in  connection  with  the
registration  under the Securities Act of 1933 and/or the Investment Company Act
of 1940,  as amended,  including  specifically,  but without  limitation  of the
foregoing,  power and  authority to sign the name of the Trust in its behalf and
to affix its seal,  and to sign the names of each of such  trustees and officers
in  their  capacities  as  indicated,  to any  amendment  or  supplement  to the
Registration  Statement filed with the Securities and Exchange  Commission under
the  Securities  Act of 1933  and/or  the  Investment  Company  Act of 1940,  as
amended,  and to any  instruments or documents filed or to be filed as a part of
or in connection with such Registration Statement; the Registration Statement on
Form  N-14 and any  amendments  or  supplements  thereto  to be  filed  with the
Securities and Exchange  Commission  under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended,  and to any instruments or documents
filed  or to be  filed  as  part  of or in  connection  with  such  Registration
Statement;  and each of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the Trust has caused this Power to be executed by
its duly authorized officers on this the 28th day of February, 1997.


                                            AMERICAN CENTURY INVESTMENT TRUST
                                            (A Massachusetts Business Trust)

                                             By: /s/James M. Benham
                                                 James M. Benham, President


                               SIGNATURE AND TITLE

/s/James M. Benham                           /s/Issac Stein
James M. Benham                              Isaac Stein                       
Chairman                                     Director                         

/s/Albert A. Eisenstat                       /s/Jeanne D. Wohlers
Albert A. Eisenstat                          Jeanne D. Wohlers              
Director                                     Director                        

/s/Ronald J. Gilson                          /s/James E. Stowers, III   
Ronald J. Gilson                             James E. Stowers, III   
 Director                                    Director                         
                                        
/s/Myron S. Scholes                          /s/Maryanne Roepke  
Myron S. Scholes                             Maryanne Roepke  
Director                                     Treasurer        

/s/Kenneth E. Scott
Kenneth E. Scott
Director                                      Attest:

                                              By: /s/Douglas A. Paul, Secretary
                                                  Douglas A. Paul, Secretary

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> AMERICAN CENTURY-BENHAM PRIME MONEY MARKET FUND
       
<S>                      <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                             FEB-28-1997
<PERIOD-END>                                  FEB-28-1997
<INVESTMENTS-AT-COST>                                    1,158,215,011
<INVESTMENTS-AT-VALUE>                                   1,158,215,011
<RECEIVABLES>                                               46,631,318
<ASSETS-OTHER>                                              12,239,249
<OTHER-ITEMS-ASSETS>                                                 0
<TOTAL-ASSETS>                                           1,217,085,578
<PAYABLE-FOR-SECURITIES>                                             0
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                    5,095,255
<TOTAL-LIABILITIES>                                          5,095,255
<SENIOR-EQUITY>                                          1,212,268,858
<PAID-IN-CAPITAL-COMMON>                                             0
<SHARES-COMMON-STOCK>                                    1,212,268,858
<SHARES-COMMON-PRIOR>                                    1,270,653,403
<ACCUMULATED-NII-CURRENT>                                            0
<OVERDISTRIBUTION-NII>                                               0
<ACCUMULATED-NET-GAINS>                                              0
<OVERDISTRIBUTION-GAINS>                                             0
<ACCUM-APPREC-OR-DEPREC>                                      (278,535)
<NET-ASSETS>                                             1,211,990,323
<DIVIDEND-INCOME>                                                    0
<INTEREST-INCOME>                                                    0
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                               6,201,870
<NET-INVESTMENT-INCOME>                                     61,135,898
<REALIZED-GAINS-CURRENT>                                      (278,535)
<APPREC-INCREASE-CURRENT>                                            0
<NET-CHANGE-FROM-OPS>                                       60,857,363
<EQUALIZATION>                                                       0
<DISTRIBUTIONS-OF-INCOME>                                   61,135,898
<DISTRIBUTIONS-OF-GAINS>                                             0
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                  1,722,837,328
<NUMBER-OF-SHARES-REDEEMED>                              1,839,630,699
<SHARES-REINVESTED>                                         58,408,826
<NET-CHANGE-IN-ASSETS>                                     (58,384,545)
<ACCUMULATED-NII-PRIOR>                                              0
<ACCUMULATED-GAINS-PRIOR>                                            0
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                           0
<GROSS-ADVISORY-FEES>                                        3,850,341
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                              7,803,705
<AVERAGE-NET-ASSETS>                                     1,243,416,419
<PER-SHARE-NAV-BEGIN>                                             1.00
<PER-SHARE-NII>                                                   0.05
<PER-SHARE-GAIN-APPREC>                                           0.00
<PER-SHARE-DIVIDEND>                                              0.05
<PER-SHARE-DISTRIBUTIONS>                                         0.00
<RETURNS-OF-CAPITAL>                                              0.00
<PER-SHARE-NAV-END>                                               1.00
<EXPENSE-RATIO>                                                   0.50
<AVG-DEBT-OUTSTANDING>                                               0
<AVG-DEBT-PER-SHARE>                                              0.00
        

</TABLE>


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