AMERICAN CENTURY INVESTMENT TRUST
497, 1997-01-16
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                      Statement of Additional Information

                                 [company logo]
                                    American
                                  Century(sm)

                               SEPTEMBER 3, 1996
                            Revised January 1, 1997

                                     Benham
                                    Group(R)

                               Prime Money Market

                                 [front cover]



                      STATEMENT OF ADDITIONAL INFORMATION
                               SEPTEMBER 3, 1996
                            REVISED JANUARY 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 September 3, 1996 revised January 1, 1997. The
Fund's annual report for the fiscal year ended February 29, 1996 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 Advisory Services.............................12
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  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 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 all  securities  subject to a repurchase  agreement and
     holding them in an 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 its investment advisor.
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
COMMITMENTS 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 risks of price and
yield  fluctuations.  While the Fund will make  commitments  on a when-issued or
forward  commitment  basis 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 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 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
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 an  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
institutional  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 repurchase  agreements
     not entitling the holder to payment of principal and interest  within seven
     days and in securities  that are illiquid by virtue of legal or contractual
     restrictions on resale or the absence of a readily available market.

(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 29, 1996,  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 29, 1996,  the Fund
held  securities  issued by the  following  brokers or dealers in the  following
aggregate  amounts:   Merrill  Lynch,  $25,000,000  and  Morgan  Stanley  Group,
$19,000,000.

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),
Presidents`  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  Day, and Christmas Day  (observed).  Although the Fund expects the
same holiday schedule to be observed in the future,  the Exchange may modify its
holiday schedule at any time.

8                                          American Century Investments


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 29, 1996, the Fund's yield and effective
yield are indicated in the following table.

                                             Effective
                         Yield                 Yield
- ------------------------------------------------------------------------
Prime                    4.97%                 5.09%
- ------------------------------------------------------------------------

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 compounded percentage rate
that would have produced the same result if the rate of growth or decline in
value had been constant throughout the period. For

Statement of Additional Information                                   9


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.

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.

10                                         American Century Investments


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 as 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,  NY
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 bank include
(i) settling portfolio purchases and sales, (ii) reporting failed trades,  (iii)
identifying and collecting  portfolio income, and (iv) providing  safekeeping of
securities.  The custodian  takes 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 (i) audit of annual financial statements and (ii) preparation
of annual federal income tax returns filed on behalf of the Fund.

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  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

Statement of Additional Information                                  11


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 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 President, Chief
Executive Officer and Director of ACC, 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);  Executive Vice President,
Chief Operating Officer,  General Counsel and Secretary of the Manager, 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  from the Fund for the Fund's  fiscal year ended  February 29, 1996, as
well as the  compensation  received  for serving as a Director or Trustee of all
other funds advised by the Manager.

As of July 31, 1996, the Fund's  trustees and officers,  as a group,  owned less
than 1% of the Fund's total shares outstanding.

INVESTMENT ADVISORY SERVICES

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

12                                         American Century Investments


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 29, 1996,  February 28, 1995 and February 28, 1994 are indicated
in the following table. Fee amounts are net of amounts reimbursed or recouped.

Fiscal                        Investment             Reimbursed
Year Ended                Advisory Fees Paid         (Recouped)
- ------------------------------------------------------------------------
1996                          $2,316,045             $1,839,833
1995                          $0                     $2,708,338
1994*                         $0                     $55,479
- ------------------------------------------------------------------------
* From November 17, 1993 (commencement of operations) to February 28, 1994.

<TABLE>
<CAPTION>
TRUSTEE COMPENSATION FOR THE FISCAL YEAR ENDED FEBRUARY 29, 1996

                         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        $428             Not Applicable        Not Applicable              $20,000
Ronald J. Gilson          $6,579            Not Applicable        Not Applicable              $69,583
Myron S. Scholes          $9,122            Not Applicable        Not Applicable              $68,625
Kenneth E. Scott          $9,150            Not Applicable        Not Applicable              $75,898
Ezra Solomon              $8,764            Not Applicable        Not Applicable              $68,875
Isaac Stein               $9,198            Not Applicable        Not Applicable              $69,625
Jeanne D. Wohlers         $9,103            Not Applicable        Not Applicable              $71,125
- ------------------------------------------------------------------------------------------------------------------
*          Interested Trustees receive no compensation for their services as such.
**       American Century family of funds includes nearly 70 no-load mutual funds.
</TABLE>

Statement of Additional Information                                  13


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 $1,975,550 in transfer agent fees and $1,319,915 in administrative
fees for the fiscal year ended February 29, 1996.

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
offered by this Prospectus.  The Fund does not pay any commissions or other fees
to the Distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of Fund shares.

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.  After May 31,  1998,  the expense  limit will be
subject to annual renewal in June.

The Expense  Limitation  Agreement provides that the Manager may recover amounts
(representing  expenses in excess of the  contractual  limit)  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.

The Manager absorbed $1,839,833 of the Fund's expenses for the fiscal year ended
February 29, 1996.

VOLUNTARY  EXPENSE  REIMBURSEMENT  AGREEMENT.  As a  supplement  to the  Expense
Limitation  Agreement,  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 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.

14                                         American Century Investments

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 July 31, 1996,  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.

Statement of Additional Information                                  15

                                     Notes

16                                         American Century Investments


                                     Notes

American Century Investments                                         17


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

Person-to-person assistance:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865

Fax: 816-340-7962

Internet: www.americancentury.com



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