AMERICAN CENTURY INVESTMENT TRUST
485BPOS, 1999-06-30
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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._9_

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [X]


         File No. 811-7822:

         Amendment No._10_


                        (Check appropriate box or boxes.)


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


                             American Century Tower
                     4500 Main Street, Kansas City, MO 64111
       _________________________________________________________________
               (Address of Principal Executive Offices) (Zip Code)


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


         David C. Tucker, Esq., 4500 Main Street, Kansas City, MO 64111
       _________________________________________________________________
                     (Name and Address of Agent for Service)

           Approximate Date of Proposed Public Offering: July 1, 1999

 It is proposed that this filing will become effective (check appropriate box)

     [ ] immediately upon filing pursuant to paragraph (b)
     [X] on July 1, 1999 pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [ ] on (date) pursuant to paragraph (a)(1)
     [ ] 75 days after filing pursuant to paragraph (a)(2)
     [ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

     [ ] This post-effective amendment designates a new effective date for a
         previously filed post-effective amendment.
- --------------------------------------------------------------------------------
<PAGE>
[front cover]

                               AMERICAN CENTURY

                                  Prospectus


                                                        Prime Money Market Fund


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

[left margin]

                                                                   July 1, 1999
                                                                 INVESTOR CLASS

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

                                        Distributed by  Funds Distributor, Inc.




Dear Investor,

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

   Here's what you'll find:

   *  The fund's primary investments and risks

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


   *  Fund  performance,  including  returns  for  each  year,  best  and  worst
      quarters, and average annual returns compared to the fund's benchmark


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

   *  Helpful tips and definitions of key investment terms

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

                                Sincerely,

                                /s/Mark Killen

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

[left margin]

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


                               American Century
                                  Investments

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




TABLE OF CONTENTS


An Overview of the Fund ...................................................    2
Fund Performance History ..................................................    3
Fees and Expenses .........................................................    4
Information about the Fund ................................................    5
Basics of Fixed-Income Investing ..........................................    6
Management ................................................................    8
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   14
Taxes .....................................................................   15
Multiple Class Information ................................................   16
Financial Highlights ......................................................   17


[left margin]


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

[graphic of pointing index finger] This symbol  highlights  special  information
and helpful tips.



                                                    American Century Investments


AN OVERVIEW OF THE FUND


WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?


Prime Money  Market  seeks to earn the  highest  level of current  income  while
preserving the value of your investment.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?


The fund invests most of its assets in high-quality  DEBT  SECURITIES  issued by
corporations, banks and governments.


Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.


Investments in debt  securities  also involve  interest rate and inflation risk.
However,  the fund's investments in very short-term debt securities are designed
to minimize these risks.


WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

*  more concerned with preservation of capital than long-term investment
   performance

*  seeking some current income


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


WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

*  investing for long-term growth

*  looking for the added security of FDIC insurance

[left margin]


DEBT  SECURITIES  include   fixed-income   investments  such  as  notes,  bonds,
commercial paper and Treasury bills.


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


2        American Century Investments                            1-800-345-2021


FUND PERFORMANCE HISTORY

PRIME MONEY MARKET FUND

Annual Total Returns(1)

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

[bar chart data shown below]

                        1998      1997     1996    1995    1994
Prime Money Market      5.18%     5.26%    5.09%   5.07%   4.47%


(1) As of March 31, 1999,  the end of the most recent  calendar  quarter,  Prime
Money Market's year-to-date return was 1.12%.


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

                                       Highest                 Lowest
- --------------------------------------------------------------------------------
Prime Money Market                     1.47% (1Q 1995)         0.84% (1Q 1994)

Average Annual Returns

The  following  table shows the average  annual  returns of the fund's  Investor
Class shares for the periods indicated. The benchmark is an unmanaged index that
has no operating costs and is included in the table for performance comparison.


For the calendar year ended December 31, 1998  1 year  5 years  Life of Fund(1)
- -------------------------------------------------------------------------------
Prime Money Market                             5.18%   5.14%    5.10%
90-day Treasury Bill Index                     4.50%   4.95%    4.92%(2)


(1) The inception date for Prime Money Market is November 17, 1993.

(2) Benchmark from November 30, 1993.

[left margin]


[graphic of pointing index finger]
The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
fund will perform in the future.

[graphic of pointing index finger]
For current  performance  information,  including 7-day yield, please call us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.



        www.americancentury.com                American Century Investments   3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

              Management  Distribution and      Other        Total Annual Fund
              Fee(1)      Service (12b-1) Fees  Expenses(2)  Operating Expenses
- -------------------------------------------------------------------------------
Prime
Money Market  0.60%       None                  0.00%        0.60%


(1)Based on expenses incurred during the fund's most recent fiscal year (without
   taking into account any fee waivers). During the initial months of the fiscal
   year, a fee waiver expired. To give you the most accurate view of the cost of
   owning the fund, the number presented represents expenses without any waiver.
   The fund has a stepped fee schedule.  As a result,  the fund's management fee
   rate generally decreases as fund assets increase.


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

Example


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above

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


                      1 year     3 years     5 years     10 years
- ----------------------------------------------------------------------
Prime Money Market    $61        $192        $334        $749



[left margin]


[graphic of pointing index finger]
Use this example to compare the costs of  investing  in other funds.  Of course,
your actual costs may be higher or lower.



4        American Century Investments                            1-800-345-2021


INFORMATION ABOUT THE FUND

PRIME MONEY MARKET FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Prime Money  Market  seeks to earn the  highest  level of current  income  while
preserving the value of your investment.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund buys  HIGH-QUALITY,  cash-equivalent  securities.  These securities are
short-term  obligations of banks,  governments and corporations that are payable
in U.S. dollars.

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


For more information  about the fund's credit quality standards and about credit
risk, please see "Basics of Fixed-Income Investing" beginning on page 6.


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.

[left margin]

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


        www.americancentury.com                 American Century Investments   5


BASICS OF FIXED-INCOME INVESTING

DEBT SECURITIES


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


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

*  determining which securities help a fund meet its maturity requirements

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

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

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

WEIGHTED AVERAGE MATURITY

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


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

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


TYPES OF RISK

The basic types of risk that the fund faces are described below.


Interest Rate Risk

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

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

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


[left margin]

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

[graphic of pointing index finger]
The longer a fund's  weighted  average  maturity,  the more  sensitive  it is to
changes in interest rates.


6        American Century Investments                            1-800-345-2021


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

Credit Risk

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


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

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


[quality chart data shown below]

<TABLE>
- -----------------------------------------------------------
                                Quality
- -----------------------------------------------------------
            High Quality
- ------------------------------------
                                  A-1              A-2           A-3
                                  P-1              P-2           P-3
                                MIG-1            MIG-2         MIG-3
<S>                     <C>              <C>                  <C>                <C>     <C>        <C>
                                 SP-1             SP-2          SP-3
                        AAA        AA      A       BBB            BB        B     CCC     CC    C     D
- -------------------------------------------------------------------------------------------------------
Prime Money Market       X         X
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------        ----------------------------------------
           INVESTMENT GRADE                                                NON-INVESTMENT GRADE
- -------------------------------------------------------        ----------------------------------------
</TABLE>


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

Liquidity Risk

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

Inflation Risk

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

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


[left margin]


[graphic of pointing  index finger]
Credit quality may be lower when the issuer has
* a high debt level
* a short operating history
* a senior level of debt
* a difficult, competitive environment
* a less stable cash flow


[graphic of pointing index finger]
The Statement of Additional Information provides a detailed description of these
securities ratings.


         www.americancentury.com               American Century Investments   7


MANAGEMENT


WHO MANAGES THE FUND?


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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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


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

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 0.60% of the average net assets of
the Investor Class shares of the fund. The rate of the management fee for a fund
is determined on a  class-by-class  basis monthly using a two-step  formula that
takes into account the fund's  strategy  (money market,  bond or equity) and the
total amount of mutual fund assets the advisor manages.

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



8        American Century Investments                            1-800-345-2021


THE FUND MANAGEMENT TEAM

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

The portfolio manager who leads the team is identified below:

DENISE TABACCO

Ms. Tabacco, Portfolio Manager, has been a member of the team that manages Prime
Money Market since May 1996.  She joined  American  Century in 1988,  becoming a
member of its  portfolio  department  in 1991.  She has a  bachelor's  degree in
accounting  from San Diego State  University  and an MBA in finance  from Golden
Gate University.

FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES


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


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

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

[left margin]


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



         www.americancentury.com               American Century Investments   9



INVESTING WITH AMERICAN CENTURY


SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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


WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE
Investor Relations
1-800-345-2021

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

Automated Information Line
1-800-345-8765

[graphic of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call an Investor Relations Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX
P.O. Box 419200
Kansas City, MO 64141-6200


Fax
816-340-7962


[graphic of envelope]


OPEN AN ACCOUNT

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

EXCHANGE SHARES


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


MAKE ADDITIONAL INVESTMENTS


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


SELL SHARES


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

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

www.americancentury.com

[graphic of computer]


OPEN AN ACCOUNT


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


EXCHANGE SHARES


Exchange shares from another American Century account.


MAKE ADDITIONAL INVESTMENTS


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


SELL SHARES


Not available.


10        American Century Investments                           1-800-345-2021


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

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

YOUR GUIDE TO SERVICES AND POLICIES

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

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


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


[graphic of wire machine]

- --------------------------------------------------------------------------------
OPEN AN ACCOUNT

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


* Our bank information:
           Commerce Bank N.A.
           Routing No. 101000019
           Account No. 2804918
* The fund name
* Your American Century account number+
* Your name
* The contribution year (for IRAs only)
+For additional investments only


MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

- --------------------------------------------------------------------------------
AUTOMATICALLY

[graphic of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemption plans.

- --------------------------------------------------------------------------------
IN PERSON

[graphic of human figure]

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


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


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

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

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


         www.americancentury.com              American Century Investments   11


MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                               $2,500
- --------------------------------------------------------------------------------
Traditional IRA                                                   $1,000
- --------------------------------------------------------------------------------
Roth IRA                                                          $1,000
- --------------------------------------------------------------------------------
Education IRA                                                       $500
- --------------------------------------------------------------------------------
UGMA/UTMA                                                         $1,000
- --------------------------------------------------------------------------------
403(b)                                                        No minimum
- --------------------------------------------------------------------------------
Qualified Retirement Plans                                       $2,500*

* The  minimum  investment  requirements  may be  different  for  some  types of
retirement accounts.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


12        American Century Investments                           1-800-345-2021



INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

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

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

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


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


[left margin]

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


         www.americancentury.com              American Century Investments   13


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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


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

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


DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of  dividends  and  interest  received.  The fund's  dividends  are declared and
available for redemption daily.

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

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

[left margin]

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


14        American Century Investments                           1-800-345-2021


TAXES


The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or capital gains it has generated through its investment activities.


Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions

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


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

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


Distributions also may be subject to state and local taxes.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.


         www.americancentury.com              American Century Investments   15


MULTIPLE CLASS INFORMATION

American  Century  offers two  classes of the fund:  Investor  Class and Advisor
Class.  The shares offered by this Prospectus are Investor Class shares and have
no up-front or deferred charges, commissions or 12b-1 fees.


American  Century  offers the other class of shares  primarily to  institutional
investors    through    institutional    distribution    channels,    such    as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance companies. The other class has different fees, expenses and/or minimum
investment  requirements  than the Investor  Class.  The  difference  in the fee
structures between the classes is the result of their separate  arrangements for
shareholder  and  distribution  services and not the result of any difference in
amounts  charged  by  the  advisor  for  core  investment   advisory   services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the other class of shares not offered by this Prospectus,  call us at
1-800-345-3533   for  Advisor  Class  shares.  You  also  can  contact  a  sales
representative or financial intermediary who offers that class of shares.


Except as  described  below,  all  classes of shares of the fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only differences  between the classes are (a) each class may be
subject to  different  expenses  specific  to that  class;  (b) each class has a
different  identifying  designation or name; (c) each class has exclusive voting
rights with respect to matters solely  affecting such class;  and (d) each class
may have different exchange privileges.


16        American Century Investments                           1-800-345-2021


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in comparison to changes over the last five fiscal years.

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

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

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


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

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

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

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

The Financial  Highlights  for the fiscal years ended February 28, 1998 and 1999
have been audited by PricewaterhouseCoopers LLP, independent accountants.  Their
report is  included  in the  fund's  annual  report,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.



         www.americancentury.com              American Century Investments   17



PRIME MONEY MARKET FUND


<TABLE>
<CAPTION>
Investor Class

For a Share Outstanding Throughout the Years Ended February 28 (except as noted)

Per-Share Data
                                                    1999             1998             1997               1996(1)          1995

<S>                                        <C>              <C>              <C>                <C>              <C>
Net Asset Value, Beginning of Year ......  $        1.00    $        1.00    $        1.00      $        1.00    $        1.00
                                           -------------    -------------    -------------      -------------    -------------
Income From Investment Operations
  Net Investment Income .................           0.05             0.05             0.05               0.06             0.05
                                           -------------    -------------    -------------      -------------    -------------
Distributions
  From Net Investment Income ............          (0.05)           (0.05)           (0.05)             (0.06)           (0.05)
                                           -------------    -------------    -------------      -------------    -------------
Net Asset Value, End of Year ............  $        1.00    $        1.00    $        1.00      $        1.00    $        1.00
                                           =============    =============    =============      =============    =============
  Total Return(2) .......................           5.07%            5.29%            5.04%              5.60%            4.93%

Ratios/Supplemental Data
                                                    1999             1998             1997               1996(1)          1995

Ratio of Operating Expenses
   to Average Net Assets ................           0.58%            0.50%            0.50%              0.48%            0.04%
Ratio of Operating Expenses to
Average
   Net Assets (Before Expense Waiver) ...           0.60%            0.63%            0.63%              0.62%            0.71%
Ratio of Net Investment Income
   to Average Net Assets ................           4.91%            5.17%            4.92%              5.43%            5.28%
Ratio of Net Investment Income to Average
   Net Assets (Before Expense Waiver) ...           4.89%            5.04%            4.79%              5.29%            4.61%
Net Assets, End of Year (in thousands) ..  $   2,851,880    $   1,417,311    $   1,211,990      $   1,270,653    $   1,509,863
</TABLE>

(1) Year ended February 29, 1996.

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


18       American Century Investments                           1-800-345-2021


NOTES


        www.americancentury.com                American Century Investments   19


NOTES


20        American Century Investments                           1-800-345-2021


NOTES


        www.americancentury.com                American Century Investments   21


[back cover]


MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS


Annual and Semiannual Reports


These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.


Statement of Additional Information (SAI)


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


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


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


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

* On the Internet          www.sec.gov

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


Investment Company Act File No. 811-7822


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

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

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


9907
SH-PRS-16612
<PAGE>
[front cover]


                               AMERICAN CENTURY

                                  Prospectus


                                                        Prime Money Market Fund


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


[left margin]

                                                                   July 1, 1999
                                                                  ADVISOR CLASS

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

                                        Distributed by  Funds Distributor, Inc.




Dear Investor,

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

   Here's what you'll find:

   * The fund's primary investments and risks

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


   * Fund performance, including returns for each year, best and worst quarters,
     and average annual returns compared to the fund's benchmark


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

   * Helpful tips and definitions of key investment terms

   Whether you're a current  investor or investing in mutual funds for the first
time, this prospectus  will give you a clear  understanding  of the fund. If you
have questions,  our Service Representatives are available weekdays, 8 a.m. to 5
p.m., Central time. Our toll-free number is  1-800-345-3533.  We look forward to
helping you achieve your financial goals.


                                Sincerely,

                                /s/Mark Killen

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

[left margin]

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


                               American Century
                                  Investments


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





TABLE OF CONTENTS

An Overview of the Fund ....................................................   2
Fund Performance History ...................................................   3
Fees and Expenses ..........................................................   4
Information about the Fund .................................................   5
Basics of Fixed-Income Investing ...........................................   6
Management .................................................................   8
Investing with American Century ............................................  10
Share Price and Distributions ..............................................  12
Taxes ......................................................................  13
Multiple Class Information .................................................  14
Financial Highlights .......................................................  15
Performance Information of Other Class .....................................  17

[left margin]


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

[graphic of pointing index finger]
This symbol highlights special information and helpful tips.



                                                    American Century Investments


AN OVERVIEW OF THE FUND


WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?


Prime Money  Market  seeks to earn the  highest  level of current  income  while
preserving the value of your investment.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?


The fund invests most of its assets in high-quality  DEBT  SECURITIES  issued by
corporations, banks and governments.


Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.


Investments in debt  securities  also involve  interest rate and inflation risk.
However,  the fund's investments in very short-term debt securities are designed
to minimize these risks.


WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

*  more concerned with preservation of capital than long-term investment
   performance

*  seeking some current income


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


WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

*  investing for long-term growth

*  looking for the added security of FDIC insurance

[left margin]

DEBT  SECURITIES  include   fixed-income   investments  such  as  notes,  bonds,
commercial paper and Treasury bills.

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


2        American Century Investments                            1-800-345-3533


FUND PERFORMANCE HISTORY

PRIME MONEY MARKET FUND


When the Advisor Class of this fund has  investment  results for a full calendar
year, this section will feature charts that show


*   Annual Total Returns

*   Highest and Lowest Quarterly Returns

*   Average  Annual  Returns,  including  a  comparison  of these  returns  to a
    benchmark index for the Advisor Class of the fund

In addition,  investors can examine the performance of the fund's Investor Class
of shares. The Investor Class has a total expense ratio that is 0.25% lower than
the  Advisor  Class.  If the  Advisor  Class  had  existed  during  the  periods
presented,  its  performance  would  have been lower  because of the  additional
expense.

All past  performance  information is designed to help show you how fund returns
can vary. Keep in mind that past  performance does not predict how the fund will
perform in the future.

[left margin]


[graphic of pointing index finger]
For current  performance  information,  including 7-day yield, please call us at
1-800-345-3533 or visit American Century's Web site at www.americancentury.com.



        www.americancentury.com                 American Century Investments   3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)


           Management  Distribution and         Other        Total Annual Fund
           Fee(1)      Service (12b-1) Fees(2)  Expenses(3)  Operating Expenses
- --------------------------------------------------------------------------------
Prime Money
Market     0.35%       0.50%                    0.00%        0.85%

(1) Based on expenses  incurred  during the fund's most recent fiscal year.  The
fund has a stepped fee schedule.  As a result,  the fund's  management  fee rate
generally decreases as fund assets increase.

(2) The 12b-1 fee is designed to permit  investors  to  purchase  Advisor  Class
shares through  broker-dealers,  banks,  insurance companies and other financial
intermediaries.  A portion  of the fee is used to  compensate  them for  ongoing
recordkeeping and  administrative  services that would otherwise be performed by
an  affiliate  of the  advisor,  and a portion  is used to  compensate  them for
distribution  and other  shareholder  services.  See "Service  and  Distribution
Fees," page 14.

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


Example


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above

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


                        1 year     3 years     5 years     10 years
- ------------------------------------------------------------------------
Prime Money Market     $87         $271        $470        $1,045


[left margin]


[graphic of pointing index finger]
Use this example to compare the costs of  investing  in other funds.  Of course,
your actual costs may be higher or lower.



4        American Century Investments                            1-800-345-3533


INFORMATION ABOUT THE FUND

PRIME MONEY MARKET FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Prime Money  Market  seeks to earn the  highest  level of current  income  while
preserving the value of your investment.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund buys  HIGH-QUALITY,  cash-equivalent  securities.  These securities are
short-term  obligations of banks,  governments and corporations that are payable
in U.S. dollars.

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


For more information  about the fund's credit quality standards and about credit
risk, please see "Basics of Fixed-Income Investing" beginning on page 6.


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.

[left margin]

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


        www.americancentury.com                American Century Investments   5


BASICS OF FIXED-INCOME INVESTING

DEBT SECURITIES


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


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

*  determining which securities help a fund meet its maturity requirements

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

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

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

WEIGHTED AVERAGE MATURITY

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


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

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


TYPES OF RISK

The basic types of risk that the fund faces are described below.


Interest Rate Risk

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

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


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

[left margin]

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

[graphic of pointing index finger]
The longer a fund's  weighted  average  maturity,  the more  sensitive  it is to
changes in interest rates.


6        American Century Investments                            1-800-345-3533



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

Credit Risk


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


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

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


[quality chart data shown below]
<TABLE>

- -----------------------------------------------------------
                                Quality
- -----------------------------------------------------------
            High Quality
- ------------------------------------
<S>                    <C>              <C>                    <C>               <C>           <C>

                                  A-1              A-2           A-3
                                  P-1              P-2           P-3
                                MIG-1            MIG-2         MIG-3
                                 SP-1             SP-2          SP-3
                        AAA        AA      A       BBB            BB        B     CCC     CC    C     D
- -------------------------------------------------------------------------------------------------------
Prime Money Market       X         X
- -------------------------------------------------------        ----------------------------------------
           INVESTMENT GRADE                                                NON-INVESTMENT GRADE
- -------------------------------------------------------        ----------------------------------------
</TABLE>


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

Liquidity Risk

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

Inflation Risk

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

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


[left margin]

[graphic of pointing index finger]
Credit quality may be lower when the issuer has


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


[graphic of pointing index finger]
The Statement of Additional Information provides a detailed description of these
securities ratings.


         www.americancentury.com                American Century Investments   7


MANAGEMENT


WHO MANAGES THE FUND?


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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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


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

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 0.35% of the average net assets of
the Advisor Class shares of the fund.  The rate of the management fee for a fund
is determined on a  class-by-class  basis monthly using a two-step  formula that
takes into account the fund's  strategy  (money market,  bond or equity) and the
total amount of mutual fund assets the advisor manages.

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



8        American Century Investments                            1-800-345-3533


THE FUND MANAGEMENT TEAM

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

The portfolio manager who leads the team is identified below:

DENISE TABACCO

Ms. Tabacco, Portfolio Manager, has been a member of the team that manages Prime
Money Market since May 1996.  She joined  American  Century in 1988,  becoming a
member of its  portfolio  department  in 1991.  She has a  bachelor's  degree in
accounting  from San Diego State  University  and an MBA in finance  from Golden
Gate University.

FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES


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


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

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

[left margin]

[graphic of pointing index finger]
CODE OF ETHICS


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



         www.americancentury.com               American Century Investments   9



INVESTING WITH AMERICAN CENTURY


ELIGIBILITY FOR ADVISOR CLASS SHARES


The  Advisor  Class  shares  are  intended  for  purchase  by   participants  in
employer-sponsored retirement or savings plans and for persons purchasing shares
through   broker-dealers,   banks,   insurance  companies  and  other  financial
intermediaries that provide various administrative and distribution services.

INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments


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


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


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

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


[left margin]

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


10        American Century Investments                           1-800-345-3533


ABUSIVE TRADING PRACTICES

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

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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


         www.americancentury.com              American Century Investments   11


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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


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


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

DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of  dividends  and  interest  received.  The fund's  dividends  are declared and
available for redemption daily.

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

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest distributions unless you elect to receive them in cash.

[left margin]

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


12        American Century Investments                           1-800-345-3533


TAXES


The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or capital gains it has generated through its investment activities.


Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions

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


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

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


Distributions also may be subject to state and local taxes.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.


         www.americancentury.com              American Century Investments   13


MULTIPLE CLASS INFORMATION

American  Century  offers two  classes of the fund:  Investor  Class and Advisor
Class.  The shares  offered by this  Prospectus are Advisor Class shares and are
offered primarily to institutional investors through institutional  distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance companies.


American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. The other class has different fees, expenses
and/or minimum investment requirements than the Advisor Class. The difference in
the  fee  structures  between  the  classes  is the  result  of  their  separate
arrangements for shareholder and distribution services and not the result of any
difference  in  amounts  charged by the  advisor  for core  investment  advisory
services.  Accordingly,  the core  investment  advisory  expenses do not vary by
class.  Different  fees and expenses  will affect  performance.  For  additional
information concerning the other class of shares not offered by this Prospectus,
call us at  1-800-345-2021  for Investor  Class  shares.  You also can contact a
sales representative or financial intermediary who offers that class of shares.

Except as  described  below,  all  classes of shares of the fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only differences  between the classes are (a) each class may be
subject to  different  expenses  specific  to that  class;  (b) each class has a
different  identifying  designation or name; (c) each class has exclusive voting
rights with respect to matters solely  affecting such class;  and (d) each class
may have different exchange privileges.


SERVICE AND DISTRIBUTION FEES


Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay out of fund assets certain  expenses  associated with the distribution of
their shares. The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan,
the  fund  pays  an  annual  fee of  0.50%  of fund  assets,  half  for  certain
shareholder and administrative  services and half for distribution services. The
advisor, as paying agent for the fund, pays all or a portion of such fees to the
banks,  broker-dealers and insurance  companies that make such shares available.
Because these fees are paid out of the fund's assets on an ongoing  basis,  over
time these fees will increase the cost of your  investment and may cost you more
than paying other types of sales charges.  For additional  information about the
Plan and its terms,  see "Multiple  Class Structure -- Master  Distribution  and
Shareholder Services Plan" in the Statement of Additional Information.



14        American Century Investments                           1-800-345-3533


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in comparison to changes over the last five fiscal years.

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

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

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


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

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

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

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

The Financial  Highlights for the fiscal year ended February 28, 1999, have been
audited by PricewaterhouseCoopers LLP, independent accountants.  Their report is
included in the fund's annual report,  which is  incorporated  by reference into
the Statement of Additional Information, and is available upon request.



         www.americancentury.com              American Century Investments   15



PRIME MONEY MARKET FUND


Advisor Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                       1999(1)

Net Asset Value, Beginning of Period ........................     $    1.00
                                                                  ---------
Income From Investment Operations
  Net Investment Income .....................................          0.02
                                                                  ---------
Distributions
  From Net Investment Income ................................         (0.02)
                                                                  ---------
Net Asset Value, End of Period ..............................     $    1.00
                                                                  =========
  Total Return(2) ...........................................          2.31%

Ratios/Supplemental Data
                                                                       1999(1)

Ratio of Operating Expenses to Average Net Assets ...........          0.85%(3)
Ratio of Net Investment Income to Average Net Assets ........          4.53%(3)
Net Assets, End of Period (in thousands) ....................     $   3,215

(1)  August 28, 1998 (acquisition date) through February 28, 1999. On August 28,
     1998,  Prime Money  Market  acquired  all of the net assets of the American
     Century Cash Reserve Fund, pursuant to a plan of reorganization approved by
     the acquired fund's shareholders on August 7, 1998.


(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(3)  Annualized.


16       American Century Investments                           1-800-345-3533


PERFORMANCE INFORMATION OF OTHER CLASS


The following  financial  information is provided to show the performance of the
fund's original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
had existed during the periods presented,  its performance would have been lower
because of the additional expense.

The table  itemizes  what  contributed  to the changes in share price during the
period.  It also shows the changes in share price for this period in  comparison
to changes over the last five fiscal years.


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

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

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


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

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

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

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

The Financial  Highlights  for the fiscal years ended February 28, 1998 and 1999
have been audited by PricewaterhouseCoopers LLP, independent accountants.  Their
report is  included  in the  fund's  annual  report,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.



         www.americancentury.com              American Century Investments   17



PRIME MONEY MARKET FUND


<TABLE>
Investor Class

For a Share Outstanding Throughout the Years Ended February 28 (except as noted

Per-Share Data
                                                    1999             1998             1997               1996(1)          1995

<S>                                        <C>              <C>              <C>                <C>              <C>
Net Asset Value, Beginning of Year ......  $        1.00    $        1.00    $        1.00      $        1.00    $        1.00
                                           -------------    -------------    -------------      -------------    -------------
Income From Investment Operations
  Net Investment Income .................           0.05             0.05             0.05               0.06             0.05
                                           -------------    -------------    -------------      -------------    -------------
Distributions
  From Net Investment Income ............          (0.05)           (0.05)           (0.05)             (0.06)           (0.05)
                                           -------------    -------------    -------------      -------------    -------------
Net Asset Value, End of Year ............  $        1.00    $        1.00    $        1.00      $        1.00    $        1.00
                                           =============    =============    =============      =============    =============
  Total Return(2) .......................           5.07%            5.29%            5.04%              5.60%            4.93%

Ratios/Supplemental Data
                                                    1999             1998             1997               1996(1)          1995

Ratio of Operating Expenses
   to Average Net Assets ................           0.58%            0.50%            0.50%              0.48%            0.04%
Ratio of Operating Expenses to Average
   Net Assets (Before Expense Waiver) ...           0.60%            0.63%            0.63%              0.62%            0.71%
Ratio of Net Investment Income
   to Average Net Assets ................           4.91%            5.17%            4.92%              5.43%            5.28%
Ratio of Net Investment Income to Average
   Net Assets (Before Expense Waiver) ...           4.89%            5.04%            4.79%              5.29%            4.61%
Net Assets, End of Year (in thousands) ..  $   2,851,880    $   1,417,311    $   1,211,990      $   1,270,653    $   1,509,863
</TABLE>

(1)  Year ended February 29, 1996.

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


18       American Century Investments                           1-800-345-3533


NOTES


         www.americancentury.com              American Century Investments   19


NOTES


20        American Century Investments                           1-800-345-3533


NOTES


         www.americancentury.com              American Century Investments   21


[back cover]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

Statement of Additional Information (SAI)

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

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


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


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

* On the Internet          www.sec.gov

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

Investment Company Act File No. 811-7822

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

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

                         1-800-345-3533 or 816-531-5575


9907
SH-PRS-16613
<PAGE>
[front cover]
                               AMERICAN CENTURY


                               Statement of  Additional Information

                                                        Prime Money Market Fund

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


[left margin]

                                                                   JULY 1, 1999


                                                               American Century
                                                               Investment Trust


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

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

                                          Distributed by Funds Distributor, Inc.




                      STATEMENT OF ADDITIONAL INFORMATION
                                 July 1, 1999

TABLE OF CONTENTS


The Fund's History .........................................................   2
Fund Investment Guidelines .................................................   2
Portfolio Composition ......................................................   2
Detailed Information about the Fund ........................................   3
    Investment Strategies and Risks ........................................   3
    Investment Policies ....................................................   7
    Temporary Defensive Measures ...........................................   9
Management .................................................................   9
    The Board of Trustees ..................................................   9
    Officers ...............................................................  13
The Fund's Principal Shareholders ..........................................  14
Service Providers ..........................................................  14
    Investment Advisor .....................................................  14
    Transfer Agent and Administrator .......................................  16
    Distributor ............................................................  16
Other Service Providers ....................................................  16
    Custodian Banks ........................................................  16
    Independent Accountants ................................................  17
Brokerage Allocation .......................................................  17
Information about Fund Shares ..............................................  17
    Multiple Class Structure ...............................................  18
    Buying and Selling Fund Shares .........................................  19
    Valuation of a Fund's Securities .......................................  19
Taxes ......................................................................  20
    Federal Income Tax .....................................................  20
How Fund Performance
   Information Is Calculated ...............................................  20
Financial Statements .......................................................  22
Explanation of Fixed-Income
   Securities Ratings ......................................................  22
    Bond Ratings ...........................................................  23
    Commercial Paper Ratings ...............................................  24
    Note Ratings ...........................................................  24



     Statement of Additional Information                                      1


THE FUND'S HISTORY

    American  Century  Investment  Trust  is a  registered  open-end  management
investment company that was organized as a Massachusetts  business trust on June
16, 1993. From then until January 1997, it was known as Benham Investment Trust.
Throughout the Statement of Additional Information, we refer to American Century
Investment Trust as the Trust.

    The fund described in this Statement of Additional Information is a separate
series of the Trust.  The Trust may issue other  series;  the fund would operate
for many  purposes  as if it were an  independent  company  from any such future
series.

Fund-Class (Ticker Symbol)                                       Inception Date
- --------------------------------------------------------------------------------
Prime Money Market Fund--
Investor Class (BPRXX)                                               11/17/1993

Prime Money Market Fund --
Advisor Class (N/A)                                                   8/28/1998
- --------------------------------------------------------------------------------

FUND INVESTMENT GUIDELINES


    This  section  explains  the  extent to which the fund's  advisor,  American
Century Investment  Management,  Inc., can use various  investment  vehicles and
strategies  in  managing  a  fund's  assets.   Descriptions  of  the  investment
techniques  and risks  associated  with each appear in the section,  "Investment
Strategies  and  Risks,"  which  begins  on page 3.  In the  case of the  fund's
principal investment  strategies,  these descriptions  elaborate upon discussion
contained in the Prospectus.


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


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


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


PORTFOLIO COMPOSITION


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
"Investment Strategies and Risks," which begins on page 3.

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



2                                                 American Century Investments


PORTFOLIO INVESTMENT QUALITY AND MATURITY CRITERIA


    The fund managers follow  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 advisor 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:
(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 advisor,  pursuant to
guidelines established by the Board of Trustees, to be of comparable quality.

    The fund  managers  intend to buy only  obligations  that 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.

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.

DETAILED INFORMATION ABOUT THE FUND

INVESTMENT STRATEGIES AND RISKS

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

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.


Date          Moody's Investors    Standard       Duff &       Fitch Investors
              Service, Inc.        & Poor's     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
- ------------------------------------------------------------------------------


     Statement of Additional Information                                      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 advisor 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 advisor.

    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  (an 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 bank guarantee.
Schedule  B  instruments  generally  offer  higher  rates  than  the  short-term
instruments of the parent bank or holding company.


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  following
table 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 United States
by domestic commercial banks.

    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.


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


U.S. GOVERNMENT SECURITIES


    The fund may invest in U.S.  government  securities,  including bills, notes
and bonds issued by the U.S.  Treasury and  securities  issued or  guaranteed by
agencies  or  instrumentalities  of the U.S.  government.  Some U.S.  government
securities  are supported by the direct full faith and credit pledge of the U.S.
government;  others are  supported by the right of the issuer to borrow from the
U.S.  Treasury;  others,  such as  securities  issued  by the  Federal  National
Mortgage Association (FNMA), are supported by the discretionary authority of the
U.S. government to purchase the agencies' obligations;  and others are supported
only by the credit of the issuing or guaranteeing  instrumentality.  There is no
assurance  that  the  U.S.  government  will  provide  financial  support  to an
instrumentality it sponsors when it is not obligated by law to do so.



4                                                 American Century Investments


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 4.
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 that 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 3 apply  equally to  securities  of foreign and
domestic issuers.


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


LOAN PARTICIPATIONS

    The fund 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,  because  the  lending  bank does not
guarantee  payment,  the investor is directly  exposed to risk of default by the
borrower.  Second,  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.


REPURCHASE AGREEMENTS

    Each fund may invest in repurchase agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of that fund.


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

    Because the  security  purchased  constitutes  security  for the  repurchase
obligation,  a repurchase  agreement can be considered a loan  collateralized by
the security purchased.  The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may



Statement of Additional Information                                            5



incur  costs in  disposing  of the  collateral,  which  would  reduce the amount
realized  thereon.  If the seller seeks relief under the  bankruptcy  laws,  the
disposition of the collateral may be delayed or limited. To the extent the value
of the security decreases, the fund could experience a loss.

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


    No fund will  invest  more than 15% of its assets in  repurchase  agreements
maturing in more than seven days.

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  advisor.   While  a  reverse   repurchase   agreement  is
outstanding,  the fund  will  segregate  appropriate  securities  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.

PORTFOLIO LENDING

    In order  to  realize  additional  income,  a fund  may  lend its  portfolio
securities.  Such loans may not exceed one-third of the fund's net assets valued
at market except (i) through the purchase of debt  securities in accordance with
its  investment  objective,  policies  and  limitations,  or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

    The fund may sometimes purchase new issues of securities on a when-issued or
forward commitment basis in which the transaction price and yield are each fixed
at the time the  commitment is made,  but payment and delivery occur at a future
date (typically 15 to 45 days later).

    When purchasing  securities on a when-issued or forward  commitment basis, a
fund assumes the rights and risks of ownership, including the risks of price and
yield  fluctuations.  Market rates of interest on debt securities at the time of
delivery  may be higher or lower than those  contracted  for on the  when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund.  While the fund will make  commitments
to purchase or sell  securities  with the  intention  of actually  receiving  or
delivering them, it may sell the securities  before the settlement date if doing
so is deemed advisable as a matter of investment strategy.

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


6                                                  American Century Investments


RESTRICTED AND ILLIQUID SECURITIES


    The fund may, from time to time, purchase restricted or illiquid securities,
including  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 investors rather than the general public. Although Rule
144A securities are considered "restricted securities," they are not necessarily
illiquid.

    With respect to securities eligible for resale under Rule 144A, the staff of
the 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.  Accordingly, the Board of Trustees is responsible for
developing and  establishing  the guidelines and procedures for  determining the
liquidity  of Rule  144A  securities.  As  allowed  by Rule  144A,  the Board of
Trustees of the fund has delegated the day-to-day  function of  determining  the
liquidity of Rule 144A  securities to the fund  managers.  The Board retains the
responsibility to monitor the implementation of the guidelines and procedures it
has adopted.

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


INVESTMENT POLICIES

    Unless otherwise indicated, with the exception of the percentage limitations
on borrowing,  the restrictions apply at the time transactions are entered into.
Accordingly,  any later  increase or decrease  beyond the  specified  limitation
resulting  from a change  in a fund's  net  assets  will  not be  considered  in
determining whether it has complied with its investment restrictions.

    For purposes of the fund's investment restrictions,  the party identified as
the "issuer" of a municipal  security  depends on the form and conditions of the
security.  When the assets and revenues of a political  subdivision are separate
from those of the government  that created the  subdivision  and the security is
backed only by the assets and revenues of the  subdivision,  the  subdivision is
deemed the sole  issuer.  Similarly,  in the case of an  Industrial  Development
Bond,   if  the  bond  were  backed  only  by  the  assets  and  revenues  of  a
non-governmental  user,  the  non-governmental  user  would be  deemed  the sole
issuer. If, in either case, the creating government or some other entity were to
guarantee the security,  the guarantee  would be considered a separate  security
and treated as an issue of the guaranteeing entity.

FUNDAMENTAL INVESTMENT POLICIES


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

    For purposes of the investment  restriction  relating to concentration,  the
fund shall not purchase any securities that would cause 25% or more of the value
of the  fund's  total  assets  at the time of  purchase  to be  invested  in the
securities of one or more issuers conducting their principal business activities
in the same industry (except financial  industries),  provided that (a) there is
no  limitation  with respect to  obligations  issued or  guaranteed  by the U.S.
government,  any  state,  territory  or  possession  of the United  States,  the
District of Columbia or any of their authorities, agencies, instrumentalities or
political  subdivisions and repurchase  agreements  secured by such instruments,
(b) wholly owned finance companies will be considered to be in the industries of
their  parents  if their  activities  are  primarily  related to  financing  the
activities  of the parents,  (c)  utilities  will be divided  according to their
services, for example, gas, gas transmission, electric and gas, and electric and
telephone will each be considered a separate  industry,  and (d) personal credit
and business credit businesses will be considered separate industries.



     Statement of Additional Information                                      7



Subject             Policy
- --------------------------------------------------------------------------------
Senior              Securities The fund may not issue senior securities,  except
                    as Permitted under the Investment Company Act.
- --------------------------------------------------------------------------------
Borrowing           The fund may not borrow money, except for temporary or
                    emergency purposes (not for leveraging or investment) in an
                    amount not exceeding 33 1/3% of the fund's total assets
                    (including the amount borrowed) less liabilities (other
                    than borrowings).
- --------------------------------------------------------------------------------
Lending             The fund may not lend any security or make any other loan
                    if, as a result, more than 331/3% of the fund's total
                    assets would be lent to other parties, except (i) through
                    the purchase of debt securities in accordance with its
                    investment objective, policies and limitations or (ii) by
                    engaging in repurchase agreements with respect to
                    portfolio securities.
- --------------------------------------------------------------------------------
Real Estate         The fund may not purchase or sell real estate  unless
                    acquired as a result of  ownership  of  securities  or other
                    instruments.  This  policy  shall not  prevent the fund from
                    investment in securities or other instruments backed by real
                    estate or securities  of companies  that deal in real estate
                    or are engaged in the real estate business.
- --------------------------------------------------------------------------------
Concentration       The fund may not concentrate its investments in securities
                    of issuers in a particular industry (other than securities
                    issued or guaranteed by the U.S. government or any of its
                    agencies or instrumentalities), except that the fund may
                    invest more than 25% of its total assets in the financial
                    services industry.
- --------------------------------------------------------------------------------
Underwriting        The fund may not act as an underwriter of securities issued
                    by others, except to the extent that the fund may be
                    considered an underwriter within the meaning of the
                    Securities Act of 1933 in the disposition of
                    restricted securities.
- --------------------------------------------------------------------------------
Commodities         The  fund  may not  purchase  or sell  physical  commodities
                    unless  acquired as a result of ownership of  securities  or
                    other  instruments;  provided that this limitation shall not
                    prohibit  the fund from  purchasing  or selling  options and
                    futures  contracts or from  investing in securities or other
                    instruments backed by physical commodities.
- --------------------------------------------------------------------------------
Control             The fund may not invest for purposes of  exercising  control
                    Over management.



8                                                  American Century Investments


NONFUNDAMENTAL INVESTMENT POLICIES

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


Subject             Policy
- --------------------------------------------------------------------------------
Diversification     The fund may not purchase additional investment securities
                    at any time during which outstanding borrowings exceed 5% of
                    the total assets of the fund.
- --------------------------------------------------------------------------------
Futures             The fund may not purchase or sell futures contracts or call
and options         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.
- --------------------------------------------------------------------------------
Liquidity           The fund may not 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.
- --------------------------------------------------------------------------------
Short Sales         The fund may not sell securities short, unless it owns
                    or has the right to obtain securities equivalent in kind and
                    amount to the  securities  sold  short,  and  provided  that
                    transactions in futures contracts and options are not deemed
                    to constitute selling securities short.
- --------------------------------------------------------------------------------
Margin              The fund may not purchase  securities  on margin,  except to
                    obtain  such  short-term  credits as are  necessary  for the
                    clearance of transactions, and provided that margin payments
                    in connection with futures  contracts and options on futures
                    contracts  shall not  constitute  purchasing  securities  on
                    margin.


TEMPORARY DEFENSIVE MEASURES

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


    *    interest-bearing bank accounts or certificates of deposit
    *    U.S. government securities and repurchase agreements collateralized by
           U.S. government securities
    *    other money market funds


MANAGEMENT

THE BOARD OF TRUSTEES


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


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


     Statement of Additional Information                                      9



Name (Age)                Position(s)     Principal Occupation(s)
Address                   Held            During Past Five Years
                          With Fund
- --------------------------------------------------------------------------------
Albert A. Eisenstat (68)  Trustee         General Partner, Discovery Ventures
1665 Charleston Road                     (venture capital firm, 1996 to present)
Mountain View, CA  94043                  Independent Director, Sungard Data
                                          Systems (1991 to present)
                                          Independent Director, Business Objects
                                          S/A (software & programming, 1994 to
                                          present)
                                          Independent Director, Commercial
                                          Metals Co. (1982 to present)
- --------------------------------------------------------------------------------
Ronald J. Gilson (52)     Trustee         Charles J. Meyers Professor of Law
1665 Charleston Road                      and Business,Stanford Law School
Mountain View, CA  94043                  (since 1979)
                                          Marc and Eva Stern Professor of Law
                                          and Business, Columbia University
                                          School of Law  (since  1992)
                                          Counsel, Marron, Reid & Sheehy (a San
                                          Francisco law firm, since 1984)
- --------------------------------------------------------------------------------
William M. Lyons* (43)    Trustee         President, Chief Operating Officer and
4500 Main Street                          Assistant Secretary, ACC
Kansas City, MO 64111                     Executive Vice President, Chief
                                          Operating Officer and Secretary,
                                          ACSC and ACIS
- --------------------------------------------------------------------------------
Myron S. Scholes (58)     Trustee         Limited Partner, Long-Term Capital
1665 Charleston Road                      Management (since February 1999)
Mountain View, CA 94043                   Principal, Long-Term Capital
                                          Management(investment advisor, 1993 to
                                          January 1999)
                                          Frank E. Buck Professor of Finance,
                                          Stanford Graduate School of Business
                                          (since 1981)
                                          Director, Dimensional Fund Advisors
                                          (investment advisor, since 1982)
                                          Director, Smith Breeden Family of
                                          Funds (since 1992)
                                          Managing  Director,  Salomon  Brothers
                                          Inc. (securities brokerage, 1991 to
                                          1993)
- --------------------------------------------------------------------------------
Kenneth E. Scott (70)     Trustee         Ralph M. Parsons Professor of Law and
1665 Charleston Road                      Business, Stanford Law School
Mountain View, CA  94043                  (since 1972)
                                          Director, RCM Capital Funds, Inc.
                                          (since 1994)
- --------------------------------------------------------------------------------
Isaac Stein (52)          Trustee         Director, Raychem Corporation
1665 Charleston Road                      (electrical equipment, since 1993)
Mountain View, CA  94043                  President, Waverley Associates, Inc.
                                          (private  investment firm, since 1983)
                                          Director, ALZA Corporation
                                          (pharmaceuticals, since 1987)
                                           Trustee, Stanford University (since
                                          1994)
                                          Chairman, Stanford Health Services
                                          (since 1994)
- --------------------------------------------------------------------------------
James E. Stowers III* (40) Trustee,       Chief Executive Officer and
4500 Main Street           Chairman of    Director, ACC
Kansas City, MO 64111      the Board      President, Chief Executive Officer
                                          and Director ACSC and ACIS
                                          Son of James E. Stowers, Jr. (founder)
- --------------------------------------------------------------------------------
Jeanne D. Wohlers (54)     Trustee        Director, Indus International
1665 Charleston Road                      (software solutions, January 1999
Mountain View, CA  94043                  to present)
                                          Director, Quintus Corporation,
                                          (automation solutions, 1995 to
                                          present)
                                          Director and Partner, Windy Hill
                                          Productions, LP (edutainment software,
                                          1994 to present)
- --------------------------------------------------------------------------------



10                                                American Century Investments


COMMITTEES


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


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


     Statement of Additional Information                                     11


COMPENSATION OF TRUSTEES


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


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


Aggregate Trustee Compensation for Fiscal Year  Ended February 28, 1999
- --------------------------------------------------------------------------------
                                                        Total Compensation
                                       Total                 from the
                                 Compensation from       American Century
Name of Trustee                     the Fund(1)         Family of Funds(2)
- --------------------------------------------------------------------------------
Albert A. Eisenstat                     $9,476                $70,000
Ronald J. Gilson                       $10,405                $78,000
Myron S. Scholes                        $9,296                $69,250
Kenneth E. Scott                       $10,381                $78,000
Isaac Stein                             $9,709                $61,500
Jeanne D. Wohlers                      $10,161                $76,250
- --------------------------------------------------------------------------------

(1)  Includes  compensation  paid to the  trustees  during the fiscal year ended
February 28, 1999,  and also  includes  amounts  deferred at the election of the
trustees under the American Century Mutual Funds Deferred  Compensation Plan for
Non-Interested Directors and Trustees. The total amount of deferred compensation
included  in the  preceding  table is as follows:  Mr.  Eisenstat,  $9,476;  Mr.
Gilson, $10,405; Mr. Scholes, $9,296; and Mr. Scott, $5,191.


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

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

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


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


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

    No deferred  fees were paid to any trustee  under the plan during the fiscal
year ended February 28, 1999.


12                                             American Century Investments


OFFICERS


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

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



     Statement of Additional Information                                     13


THE FUND'S PRINCIPAL SHAREHOLDERS


    As of May 28, 1999,  the following  companies were the record owners of more
than 5% of the fund's outstanding shares.

                                                          Percentage
                                                          of Shares
Fund              Shareholder                             Outstanding
- -------------------------------------------------------------------------------
Prime             American Century Companies              5.6%
                  Kansas City, Missouri

    The fund is unaware of any other shareholders,  beneficial or of record, who
own more than 5% of the  fund's  outstanding  shares.  As of May 28,  1999,  the
officers and trustees of the fund, as a group,  owned less than 1% of the fund's
outstanding shares.


SERVICE PROVIDERS

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

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

INVESTMENT ADVISOR

    The Trust has an investment management agreement with the advisor,  American
Century  Investment  Management,  Inc., dated August 1, 1997. This agreement was
approved by the shareholders of the fund on July 30, 1997.

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


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


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


INVESTMENT CATEGORY FEE SCHEDULE FOR Prime Money Market


Category Assets                                     Fee Rate
- -------------------------------------------------------------------------------
First $1 billion                                    0.3700%
Next $1 billion                                     0.3270%
Next $3 billion                                     0.2860%
Next $5 billion                                     0.2690%
Next $15 billion                                    0.2580%
Next $25 billion                                    0.2575%
Thereafter                                          0.2570%
- -------------------------------------------------------------------------------

    The Complex Fee is determined according to the schedules below.

INVESTOR CLASS COMPLEX FEE SCHEDULE

Complex Assets                                      Fee Rate
- -------------------------------------------------------------------------------
First $2.5 billion                                  0.3100%
Next $7.5 billion                                   0.3000%
Next $15.0 billion                                  0.2985%
Next $25.0 billion                                  0.2970%
Next $50.0 billion                                  0.2960%
Next $100.0 billion                                 0.2950%
Next $100.0 billion                                 0.2940%
Next $200.0 billion                                 0.2930%
Next $250.0 billion                                 0.2920%
Next $500.0 billion                                 0.2910%
Thereafter                                          0.2900%
- -------------------------------------------------------------------------------

ADVISOR CLASS COMPLEX FEE SCHEDULE

Complex Assets                                      Fee Rate
- -------------------------------------------------------------------------------
First $2.5 billion                                  0.0600%
Next $7.5 billion                                   0.0500%
Next $15.0 billion                                  0.0485%
Next $25.0 billion                                  0.0470%
Next $50.0 billion                                  0.0460%
Next $100.0 billion                                 0.0450%
Next $100.0 billion                                 0.0440%
Next $200.0 billion                                 0.0430%
Next $250.0 billion                                 0.0420%
Next $500.0 billion                                 0.0410%
Thereafter                                          0.0400%
- -------------------------------------------------------------------------------


14                                                American Century Investments



    On the first  business day of each month,  the fund pays a management fee to
the  advisor  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily  closing  value of a fund's net assets during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

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

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

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


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


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

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


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


    Unified  management  fees incurred by the fund for the fiscal  periods ended
February 28, 1999,  1998 and 1997,  are  indicated in the following  table.  Fee
amounts  are net of amounts  reimbursed  or recouped  under the fund's  previous
investment advisory agreement with Benham Management Corporation.



     Statement of Additional Information                                     15


UNIFIED MANAGEMENT FEES


Fund                                  1999                  1998         1997
- -------------------------------------------------------------------------------
Prime Money Market
     Investor Class         $12,507,394(1)         $3,925,254(2)          N/A
     Advisor Class                   5,038                   N/A          N/A


(1)  $346,955 was waived.

(2)  From August 1, 1997 through  February 28, 1998. An additional  $805,481 was
     waived.

INVESTMENT ADVISORY FEES


Fund                                 1998                  1997
- -----------------------------------------------------------------
Prime Money Market                    N/A          2,265,360(1)

(1) From March 1, 1997 through July 31, 1997.


Other Advisory Relationships


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

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


TRANSFER AGENT AND ADMINISTRATOR


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


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


    Administrative  service  and  transfer  agent  fees paid by the fund for the
fiscal years ended February 28, 1998 and 1997, are indicated in the table below.
Fee amounts are net of expense limitations.

ADMINISTRATIVE FEES


Fund                                      1998(1)                      1997
- --------------------------------------------------------------------------------
Prime Money Market
    Investor Class                       $476,721                $1,188,257
- --------------------------------------------------------------------------------


TRANSFER AGENT FEES


Fund                                      1998(1)                      1997
- --------------------------------------------------------------------------------
Prime Money Market
    Investor Class                       $765,989                $1,844,608
- --------------------------------------------------------------------------------

(1) From March 1, 1997 through July 31, 1997.


DISTRIBUTOR

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

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

OTHER SERVICE PROVIDERS

CUSTODIAN BANKS


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



16                                                American Century Investments


INDEPENDENT ACCOUNTANTS


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


BROKERAGE ALLOCATION


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


INFORMATION ABOUT FUND SHARES


    The fund named on the front of this Statement of Additional Information is a
series of shares  issued by the Trust,  and shares of the fund have equal voting
rights. In addition,  the series (or fund) may be divided into separate classes.
See "Multiple Class Structure," which follows.  Additional funds and classes may
be added without a shareholder vote.

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


    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.


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

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


    Each shareholder has rights to dividends and  distributions  declared by the
fund he or she owns and to


                           Statement of Additional Information               17


the net assets of such fund upon its liquidation or dissolution proportionate to
his or her share ownership interest in the fund.


MULTIPLE CLASS STRUCTURE

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

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


RULE 12B-1


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

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

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


MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN


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

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

    To enable  the fund's  shares to be made  available  through  such plans and
financial  intermediaries,  and to compensate them for such services, the fund's
advisor has reduced its  management  fee by 0.25% per annum with  respect to the
Advisor  Class  shares and the fund's  Board of  Trustees  has  adopted a Master
Distribution  and Shareholder  Services Plan.  Pursuant to the Plan, the Advisor
Class shares pay a fee of 0.50%  annually of the aggregate  average daily assets
of the fund's Advisor Class shares, 0.25% of which is



18                                               American Century Investments


paid for  shareholder  services (as described  below) and 0.25% of which is paid
for distribution services.


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

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


BUYING AND SELLING FUND SHARES


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


VALUATION OF A FUND'S 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 4 p.m.
Eastern time each day the Exchange is open for business.  The Exchange typically
observes the  following  holidays:  New Year's Day,  Martin Luther King Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day


                 Statement of Additional Information                         19


and Christmas Day. Although the fund expects the same holidays to be observed in
the future, the Exchange may modify its holiday schedule at any time.


    The advisor typically completes its trading on behalf of the fund in various
markets before the Exchange closes for the day. Foreign currency  exchange rates
also  are  determined  prior  to  the  close  of  the  Exchange.   However,   if
extraordinary  events occur that are expected to affect the value of a portfolio
security  after the close of the  primary  exchange  on which it is traded,  the
security  will be valued at fair market value as  determined in good faith under
the direction of the Board of Trustees.  The fund's share price is calculated by
adding  the  value of all  portfolio  securities  and  other  assets,  deducting
liabilities,  and  dividing  the  result by the  number  of shares  outstanding.
Expenses and interest earned on portfolio securities are accrued daily.


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


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


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


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


TAXES

FEDERAL INCOME TAX


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


HOW FUND PERFORMANCE INFORMATION IS CALCULATED

    The fund may quote  performance  in various ways.  Fund  performance  may be
shown by presenting one or more performance  measurements,  including cumulative
total return, average annual total return or yield.

    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.


20                         American Century Investments


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

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

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

    Total returns quoted in advertising and sales literature reflect all aspects
of a fund's return,  including the effect of  reinvesting  dividends and capital
gains  distributions  (if any) and any change in the fund's NAV per share during
the period.


    Average  annual total returns are  calculated by  determining  the growth or
decline in value of a  hypothetical  historical  investment  in a fund  during a
stated period and then calculating the annually compounded  percentage rate that
would have  produced  the same  result if the rate of growth or decline in value
had been constant  throughout the period. For example, a cumulative total return
of 100% over 10 years would produce an average annual return of 7.18%,  which is
the steady annual rate that would equal 100% growth on a compounded  basis in 10
years.  While average  annual total returns are a convenient  means of comparing
investment alternatives, investors should realize that the 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.


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

ADDITIONAL PERFORMANCE COMPARISONS


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


     Statement of Additional Information                                     21

PERMISSIBLE ADVERTISING INFORMATION


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


MULTIPLE CLASS PERFORMANCE ADVERTISING


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


FINANCIAL STATEMENTS


    The  financial  statements  of the fund are included in the annual report to
shareholders  for the fiscal year ended  February 28, 1999. The annual report is
incorporated  herein by reference.  You may receive copies of the report without
charge upon  request to American  Century at the  address and  telephone  number
shown on the back cover of this Statement of Additional Information.


EXPLANATION OF FIXED-INCOME SECURITIES RATINGS

    As described in the Prospectus, the fund invests in fixed-income securities.
Those investments,  however, are subject to certain credit quality restrictions,
as noted in the Prospectus and in this Statement of Additional Information.  The
following is a summary of the rating  categories  referenced  in the  prospectus
disclosure.


22                                                  American Century Investments


BOND RATINGS

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


     Statement of Additional Information                                     23


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

COMMERCIAL PAPER RATINGS


S&P      Moody's         Description
- --------------------------------------------------------------------------------
A-1      Prime-1         This indicates that the degree of safety regarding
         (P-1)           timely payment is strong. Standard & Poor's
                         rates  those  issues  determined  to possess  extremely
                         strong safety characteristics as A-1+.
- --------------------------------------------------------------------------------
A-2      Prime-2         Capacity for timely payment on commercial paper is
         (P-2)           satisfactory, but the relative degree of
                         safety is not as high as for issues designated A-1.
                         Earnings trends and coverage ratios, while sound,
                         will be more subject to variation. Capitalization
                         characteristics, while still appropriated, may be more
                         affected by external conditions. Ample alternate
                         liquidity is maintained.
- --------------------------------------------------------------------------------
A-3      Prime-3         This indicates satisfactory capacity for timely
         (P-3)           repayment. Issues that carry this rating are
                         somewhat more vulnerable to the adverse changes in
                         circumstances than obligations carrying the higher
                         designations.
- --------------------------------------------------------------------------------

NOTE RATINGS


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


24                                                  American Century Investments



MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS


ANNUAL AND SEMIANNUAL REPORTS


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

You can receive a free copy of the annual and  semiannual  reports,  and ask any
questions  about  the  fund,  by  contacting  us at  the  address  or one of the
telephone numbers listed below.


If you own or are considering purchasing fund shares through

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

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


You also can get  information  about the fund  from the  Security  and  Exchange
Commission (SEC).


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

* On the Internet                  www.sec.gov

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


Investment Company Act File No. 811-7822


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

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


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


AUTOMATED INFORMATION LINE
1-800-345-8765

WWW.AMERICANCENTURY.COM

FAX
816-340-7962

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


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

SH-SAI-16614  9907

<PAGE>
AMERICAN CENTURY INVESTMENT TRUST


PART C    OTHER INFORMATION

Item 23.  Exhibits (all exhibits not filed herewith are being incorporated
          herein by reference).

          (a)  Amended and Restated Declaration of Trust, restated March 1, 1998
               and amended March 1, 1999 (filed electronically as Exhibit a to
               Post-Effective Amendment No. 7 on Form N-1A on May 7, 1999, File
               No. 33-65170).

          (b)  Amended and Restated Bylaws dated March 9, 1998 (filed
               electronically as Exhibit b2 to Post-Effective Amendment No. 6 on
               Form N-1A on May 13, 1998, File No. 33-65170).

          (c)  Registrant hereby incorporates by reference, as though set forth
               fully herein, Article III and Article V of Registrants Amended
               and Restated Declaration of Trust, appearing as Exhibit a to
               Post-Effective Amendment No. 7 to the Registration Statement on
               Form N-1A of the Registrant, and Article II, Article VIII, and
               Article IX of Registrants Amended and Restated Bylaws, appearing
               as Exhibit (b)(2) to Post-Effective Amendment No. 6 to the
               Registration Statement on Form N-1A of the Registrant.

          (d)  (1) Investor Class Investment Management Agreement between
               American Century Investment Trust and American Century Investment
               Management, Inc., dated August 1, 1997 (filed electronically as
               Exhibit b5 to Post-Effective Amendment No. 33 on Form N-1A of
               American Century Government Income Trust, File No. 2-99222).

               (2) Amendment dated March 31, 1998 to the Investor Class
               Investment Management Agreement between American Century
               Investment Trust and American Century Investment Management,
               Inc., (filed electronically as Exhibit 5b to Post-Effective
               Amendment No. 23 on Form N-1A of American Century Municipal
               Trust, File No. 2-91229).

               (3) Advisor Class Investment Management Agreement between
               American Century Investment Trust and American Century Investment
               Management, Inc., dated August 1, 1997 and amended as of June 1,
               1998 is included herein.

          (e)  (1) Distribution Agreement between American Century Investment
               Trust and Funds Distributor, Inc. dated January 15, 1998 (filed
               electronically as Exhibit b6 to Post-Effective Amendment No. 28
               on Form N-1A of American Century Target Maturities Trust, File
               No. 2-94608).

               (2) Amendment No. 1 to Distribution Agreement between American
               Century Investment Trust and Funds Distributor, Inc., dated June
               1, 1998 (filed electronically as Exhibit b6b to Post-Effective
               Amendment No. 23 on Form N-1A on June 29, 1998, File No.
               33-19589).

               (3) Amendment No. 2 to Distribution Agreement between American
               Century Investment Trust and Funds Distributor, Inc., dated
               December 1, 1998 (filed electronically as Exhibit b6c to
               Post-Effective Amendment No. 12 of American Century World Mutual
               Funds, Inc. on November 13, 1998).

               (4) Amendment No. 3 to Distribution Agreement between American
               Century Investment Trust and Funds Distributor, Inc., dated
               January 29, 1999 (filed electronically as Exhibit e4 to
               Post-Effective Amendment No. 28 of American Century California
               Tax-Free and Municipal Funds on December 28, 1998).

          (f)  Not applicable.

          (g)  (1) Custodian Agreement between American Century and The Chase
               Manhattan Bank, dated August 9, 1996 (filed electronically as
               Exhibit b8 to Post-Effective Amendment No. 31 on Form N-1A of
               American Century Government Income Trust, File No. 2-99222).

               (2) Master Agreement between Commerce Bank, N.A. and Twentieth
               Century Services, Inc. dated January 22, 1997 (filed
               electronically as Exhibit g2 to Post-Effective Amendment No. 76
               on Form N-1A of American Century Mutual Funds, Inc., File No.
               2-14213).

          (h)  (1) Transfer Agency Agreement between American Century Investment
               Trust and American Century Services Corporation, dated August 1,
               1997 (filed electronically as Exhibit b9 to Post-Effective
               Amendment No. 33 on Form N-1A of American Century Government
               Income Trust, File No. 2-99222).

               (2) Amendment No. 1 to the Transfer Agency Agreement between
               American Century Investment Trust and American Century Services
               Corporation, dated August 1, 1997 (filed electronically as
               Exhibit 9b to Post-Effective Amendment No. 23 of American Century
               Municipal Trust on March 26, 1998, File No. 2-91229).

               (3) Amendment No. 2 to the Transfer Agency Agreement between
               American Century Investment Trust and American Century Services
               Corporation, dated June 29, 1998 (filed electronically as Exhibit
               b9b to Post-Effective Amendment No. 23 on Form N-1A of American
               Century Quantitative Equity Funds, File No. 33-19589).

          (i)  Opinion and Consent of Counsel (filed electronically as Exhibit i
               to Post-Effective Amendment No. 7 on Form N-1A on May 7, 1999,
               File No. 33-65170).

          (j)  (1) Consent of PricewaterhouseCoopers LLP is included herein.

               (2) Power of Attorney dated December 18, 1998 (filed
               electronically as Exhibit j2 to Post-Effective Amendment No. 7 on
               Form N-1A on May 7, 1999, File No. 33-65170).

          (k)  Not applicable.

          (l)  Not applicable.

          (m)  (1) Master Distribution and Shareholder Services Plan of American
               Century Government Income Trust, American Century International
               Bond Fund, American Century Target Maturities Trust and American
               Century Quantitative Equity Funds (Advisor Class) dated August 1,
               1997, (filed electronically as Exhibit b15 to Post-Effective
               Amendment No. 27 on Form N1-A of American Century Target
               Maturities Trust, File No. 2-94608).

               (2) Amendment to Master Distribution and Shareholder Services
               Plan of American Century Quantitative Equity Funds (Advisor
               Class) dated June 29, 1998 (filed electronically as Exhibit b15b
               to Post-Effective Amendment No. 23 on Form N-1A of American
               Century Quantitative Equity Funds, File No. 33-19589).

          (n)  Financial Data Schedule for American Century Prime Money Market
               Fund.

          (o)  (1) Multiple Class Plan of American Century California Tax-Free
               and Municipal Funds, American Century Government Income Trust,
               American Century International Bond Funds, American Century
               Investment Trust, American Century Municipal Trust, American
               Century Target Maturities Trust and American Century Quantitative
               Equity Funds dated August 1, 1997 (filed electronically as
               Exhibit b18 to Post-Effective Amendment No. 27 on Form N-1A of
               American Century Target Maturities Trust, File No. 2-94608).

               (2) Amendment to Multiple Class Plan of American Century
               California Tax-Free and Municipal Funds, American Century
               Government Income Trust, American Century International Bond
               Funds, American Century Investment Trust, American Century
               Municipal Trust, American Century Target Maturities Trust and
               American Century Quantitative Equity Funds dated August 1, 1997
               (filed electronically as Exhibit b18b to Post-Effective Amendment
               No. 23 on Form N-1A of American Century Quantitative Equity
               Funds, File No. 33-19589).

Item 24.  Persons Controlled by or Under Common Control with Registrant.

          None.


Item 25.  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 II, Section 16 of the Registrant's Amended and
          Restated Bylaws, dated March 9, 1998, appearing as Exhibit (b) to
          Post-Effective Amendment No. 6 filed on May 13, 1998).

          The Registrant has purchased an insurance policy insuring its officers
          and directors against certain liabilities which such officers and
          directors may incur while acting in such capacities and providing
          reimbursement to the Registrant for sums which it may be permitted or
          required to pay to its officers and directors by way of
          indemnification against such liabilities, subject in either case to
          clauses respecting deductibility and participation.


Item 26.  Business and Other Connections of Investment Advisor.

          None.


Item 27.  Principal Underwriters.

          (a)  Funds  Distributor,  Inc. (the  "Distributor")  acts as principal
               underwriter for the following investment companies.

          American Century California Tax-Free and Municipal Funds
          American Century Capital Portfolios, Inc.
          American Century Government Income Trust
          American Century International Bond Funds
          American Century Investment Trust
          American Century Municipal Trust
          American Century Mutual Funds, Inc.
          American Century Premium Reserves, Inc.
          American Century Quantitative Equity Funds
          American Century Strategic Asset Allocations, Inc.
          American Century Target Maturities Trust
          American Century Variable Portfolios, Inc.
          American Century World Mutual Funds, Inc.
          The Brinson Funds
          Dresdner RCM Capital Funds, Inc.
          Dresdner RCM Equity Funds, Inc.
          J.P. Morgan Institutional Funds
          J.P. Morgan Funds
          JPM Series Trust
          JPM Series Trust II
          LaSalle Partners Funds, Inc.
          Kobrick Investment Trust
          Merrimac Series
          Monetta Fund, Inc.
          Monetta Trust
          The Montgomery Funds I
          The Montgomery Funds II
          The Munder Framlington Funds Trust
          The Munder Funds Trust
          The Munder Funds, Inc.
          National Investors Cash Management Fund, Inc.
          Orbitex Group of Funds
          SG Cowen Funds, Inc.
          SG Cowen Income + Growth Fund, Inc.
          SG Cowen Standby Reserve Fund, Inc.
          SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
          SG Cowen Series Funds, Inc.
          St. Clair Funds, Inc.
          The Skyline Funds
          Waterhouse Investors Family of Funds, Inc.
          WEBS Index Fund, Inc.

          The  Distributor  is  registered  with  the  Securities  and  Exchange
          Commission  as  a  broker-dealer  and  is a  member  of  the  National
          Association of Securities  Dealers.  The  Distributor is located at 60
          State Street, Suite 1300, Boston, Massachusetts 02109. The Distributor
          is an indirect wholly-owned  subsidiary of Boston Institutional Group,
          Inc., a holding company all of whose  outstanding  shares are owned by
          key employees.

          (b)  The following is a list of the executive officers,  directors and
               partners of the Distributor:

<TABLE>
Name and Principal Business          Positions and Offices with          Positions and Offices with
Address*                             Underwriter                         Registrant

<S>                                 <C>                                 <C>
Marie E. Connolly                    Director, President and Chief       none
                                     Executive Officer

George A. Rio                        Executive Vice President            President

Donald R. Roberson                   Executive Vice President            none

William S. Nichols                   Executive Vice President            none

Margaret W. Chambers                 Senior Vice President,              none
                                     General Counsel, Chief
                                     Compliance Officer,
                                     Secretary and Clerk

Joseph F. Tower, III                 Director, Senior Vice President,    none
                                     Treasurer and Chief Financial
                                     Officer

Paula R. David                       Senior Vice President               none

Gary S. MacDonald                    Senior Vice President               none

Judith K. Benson                     Senior Vice President               none

William J. Nutt                      Chairman and Director               none
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>

          (c)  Not applicable.


Item 28.  Location of Accounts and Records.

          All accounts, books and other documents required to be maintained by
          Section 31(a) of the 1940 Act, and the rules promulgated thereunder,
          are in the possession of the Registrant, American Century Services
          Corporation and American Century Investment Management, Inc., all
          located at American Century Tower, 4500 Main Street, Kansas City,
          Missouri 64111.


Item 29.  Management Services.

          Not applicable.


Item 30.  Undertakings.

          Not applicable.
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Post-Effective Amendment No. 9 to its Registration
Statement pursuant to Rule 485(b) promulgated under The Securities Act of 1933,
as amended, and has duly caused this Post-Effective Amendment No. 9/Amendment
No. 10 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Kansas City, State of Missouri on the 30th day of June, 1999.

                            AMERICAN CENTURY INVESTMENT TRUST (Registrant)

                            By: /*/George A. Rio
                                George A. Rio
                                President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 9 has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
                                                                      Date
<S>                                  <C>                           <C>
*George A. Rio                       President, Principal          June 30, 1999
- ---------------------------------    Executive and Principal
George A. Rio                        Financial Officer

*Maryanne Roepke                     Vice President, Treasurer     June 30, 1999
- ---------------------------------    and Principal Accounting
Maryanne Roepke                      Officer

*Albert A. Eisenstat                 Director                      June 30, 1999
- ---------------------------------
Albert A. Eisenstat

*Ronald J. Gilson                    Director                      June 30, 1999
- ---------------------------------
Ronald J. Gilson

*William M. Lyons                    Director                      June 30, 1999
- ---------------------------------
William M. Lyons

*Myron S. Scholes                    Director                      June 30, 1999
- ---------------------------------
Myron S. Scholes

*Kenneth E. Scott                    Director                      June 30, 1999
- ---------------------------------
Kenneth E. Scott

*Isaac Stein                         Director                      June 30, 1999
- ---------------------------------
Isaac Stein

*James E. Stowers III                Director                      June 30, 1999
- ---------------------------------
James E. Stowers III

*Jeanne D. Wohlers                   Director                      June 30, 1999
- ---------------------------------
Jeanne D. Wohlers
</TABLE>
/s/Charles A. Etherington
*by Charles A.  Etherington,  Attorney in Fact  (pursuant to a Power of Attorney
dated December 18, 1998).


EXHIBIT     DESCRIPTION

EX-99.a1    Amended and Restated Declaration of Trust, dated March 1, 1999.

EX-99.b     Amended and Restated Bylaws, dated March 9, 1998 (filed as Exhibit
            b2 of Post-Effective Amendment No. 6 to the Registration Statement
            on Form N-1A of the Registrant, File No. 33-65170 filed on May 13,
            1998, and incorporated herein by reference).

EX-99.d1    Investor Class Investment Management Agreement between American
            Century Investment Trust and American Century Investment Management,
            Inc., dated August 1, 1997 (filed as Exhibit b5 of Post-Effective
            Amendment No. 33 to the Registration Statement on Form N-1A of
            American Century Government Income Trust, File No. 2-99222, filed on
            July 31, 1997, and incorporated herein by reference).

EX-99.d2    Amendment dated March 31, 1998 to the Investor Class Investment
            Management Agreement between American Century Investment Trust and
            American Century Investment Management, Inc. (filed as Exhibit 5b of
            Post-Effective Amendment No. 23 to the Registration Statement on
            Form N-1A of American Century Municipal Trust, filed on March 26,
            1998, and incorporated herein by reference).

EX-99.d3    Advisor Class Investment Management Agreement between American
            Century Investment Trust and American Century Investment Management,
            Inc., dated August 1, 1997 and amended as of June 1, 1998.

EX-99.e1    Distribution Agreement between American Century Investment Trust and
            Funds Distributor, Inc. dated January 15, 1998 (filed as Exhibit b6
            of Post-Effective Amendment No. 28 to the Registration Statement on
            Form N-1A of American Century Target Maturities Trust, File No.
            2-94608, and incorporated herein by reference).

EX-99.e2    Amendment No. 1 to Distribution Agreement between American Century
            Investment Trust and Funds Distributor, Inc., dated June 1, 1998
            (filed as Exhibit b6b of Post-Effective Amendment No. 23 to the
            Registration Statement on Form N-1A of the American Century
            Quantitative Equity Funds, File No. 33-19589, filed on June 29,
            1998, and incorporated herein by reference).

EX-99.e3    Amendment No. 2 to Distribution Agreement between American Century
            Investment Trust and Funds Distributor, Inc., dated December 1, 1998
            (filed as Exhibit b6c Post-Effective Amendment No. 12 to the
            Registration Statement on Form N-1A of American Century World Mutual
            Funds, Inc., File No. 33-39242, filed on November 13, 1998, and
            incorporated herein by reference).

EX-99.e4    Amendment No. 3 to Distribution Agreement between American Century
            Investment Trust and Funds Distributor, Inc., dated January 29, 1999
            (filed as Exhibit e4 to Post-Effective Amendment No. 28 to the
            Registration Statement on Form N-1A of American Century California
            Tax-Free and Municipal Funds, File No. 2-82734, filed on December
            28, 1998, and incorporated herein by reference).

EX-99.g1    Custodian Agreement between American Century Investment Trust and
            The Chase Manhattan Bank, dated August 9, 1996 (filed as Exhibit b8
            of Post-Effective Amendment No. 31 to the Registration Statement on
            Form N-1A of American Century Government Income Trust, File No.
            2-99222, filed on February 7, 1997, and incorporated herein by
            reference).

EX-99.g2    Master Agreement between Commerce Bank, N.A. and Twentieth Century
            Services, Inc. dated January 22, 1997 (filed as Exhibit g2 of
            Post-Effective Amendment No. 76 to the Registration Statement on
            Form N-1A of American Century Mutual Funds, Inc., File No. 2-14213,
            filed on February 28, 1997, and incorporated herein by reference).

EX-99.h1    Transfer Agency Agreement between American Century Investment Trust
            and American Century Services Corporation dated as of August 1, 1997
            (filed as Exhibit b9 of Post-Effective Amendment No. 33 to the
            Registration Statement on Form N-1A of American Century Government
            Income Trust, File No. 2-99222, filed on July 31, 1997, and
            incorporated herein by reference).

EX-99.h2    Amendment No. 1 to Transfer Agency Agreement between American
            Century Investment Trust and American Century Services Corporation
            dated as of August 1, 1997 (filed as Exhibit 9b of Post-Effective
            Amendment No. 23 of American Century Municipal Trust, File No.
            2-91229, filed on March 26, 1998, and incorporated herein by
            reference).

EX-99.h3    Amendment No. 2 to Transfer Agency Agreement between American
            Century Investment Trust and American Century Services Corporation
            dated as of June 29, 1999 (filed as Exhibit b9b of Post-Effective
            Amendment No. 23 on Form N-1A of American Century Quantitative
            Equity Funds, File No. 33-19589, filed on June 29, 1998, and
            incorporated herein by reference).

EX-99.i     Opinion and consent of counsel (filed as Exhibit i to Post-Effective
            Amendment No. 7 to the Registration Statement on Form N-1A of the
            Registrant, File No. 33-65170, filed on May 7, 1999, and
            incorporated herein by reference).

EX-99.j1    Consent of PricewaterhouseCoopers LLP.

EX-99.j2    Power of Attorney dated December 18, 1998 (filed as Exhibit j2 to
            Post-Effective Amendment No. 7 to the Registration Statement on Form
            N-1A of the Registrant, File No. 33-65170, filed on May 7, 1999, and
            incorporated herein by reference).

EX-99.m1    Master Distribution and Shareholder Services Plan of American
            Century Government Income Trust, American Century International Bond
            Fund, American Century Target Maturities Trust and American Century
            Quantitative Equity Funds (Advisor Class) dated August 1, 1997,
            (filed as Exhibit b15 to Post-Effective Amendment No. 27 on Form
            N1-A of American Century Target Maturities Trust, File No. 2-94608).

EX-99.m2    Amendment to Master Distribution and Shareholder Services Plan of
            American Century Quantitative Equity Funds (Advisor Class) dated
            June 29, 1998 (filed as Exhibit b15b to Post-Effective Amendment No.
            23 on Form N-1A of American Century Quantitative Equity Funds, File
            No. 33-19589).

EX-99.o1    Multiple Class Plan of American Century California Tax-Free and
            Municipal Funds, American Century Government Income Trust, American
            Century International Bond Funds, American Century Investment Trust,
            American Century Municipal Trust, American Century Target Maturities
            Trust and American Century Quantitative Equity Funds dated August 1,
            1997 (filed as Exhibit b18 to Post-Effective Amendment No. 27 on
            Form N-1A of American Century Target Maturities Trust, File No.
            2-94608).

EX-99.o2    Amendment to Multiple Class Plan of American Century California
            Tax-Free and Municipal Funds, American Century Government Income
            Trust, American Century International Bond Funds, American Century
            Investment Trust, American Century Municipal Trust, American Century
            Target Maturities Trust and American Century Quantitative Equity
            Funds dated August 1, 1997 (filed as Exhibit b18b to Post-Effective
            Amendment No. 23 on Form N-1A of American Century Quantitative
            Equity Funds, File No. 33-19589).

EX-27.4.1   Financial Data Schedule - American Century Prime Money Market Fund.

                  AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

                              MANAGEMENT AGREEMENT
                                  Advisor Class

         This  MANAGEMENT  AGREEMENT is made and entered into by and between the
registered  investment  companies  listed on  Exhibit A to this  Agreement  (the
"Companies"),  as of the dates  noted on such  Exhibit A, and  American  Century
Investment Management, Inc., a Delaware corporation (the "Investment Manager").

         WHEREAS,  the Companies  have adopted a Multiple Class Plan dated as of
August 1, 1997,  (as the same may be amended  from time to time,  the  "Multiple
Class Plan"),  pursuant to Rule 18f-3 of the Investment  Company Act of 1940, as
amended (the "Investment Company Act"); and

         WHEREAS, the Multiple Class Plan establishes three classes of shares of
certain series of shares of the Companies: the Investor Class, the Institutional
Class and the Advisor Class; and

         WHEREAS,  the sole class of shares  issued by each  series of shares of
the  Companies  prior  to the  adoption  of the  Multiple  Class  Plan  has been
designated as the Investor Class, the investment  management  services for which
are  provided by the  Investment  Manager  pursuant to that  certain  Management
Agreement dated as of August 1, 1997 and its predecessors; and

         IN  CONSIDERATION   of  the  mutual  promises  and  agreements   herein
contained, the parties agree as follows:

1.       Investment Management Services.  The Investment Manager shall supervise
         the  investments  of the Advisor  Class of each series of shares of the
         Companies  contemplated as of the date hereof, and the Advisor Class of
         such  subsequent  series of shares as the  Companies  shall  select the
         Investment Manager to manage. In such capacity,  the Investment Manager
         shall maintain a continuous investment program for the Advisor Class of
         each such series,  determine what securities shall be purchased or sold
         by each series, secure and evaluate such information as it deems proper
         and take  whatever  action is  necessary or  convenient  to perform its
         functions,  including  the  placing of  purchase  and sale  orders.  In
         performing its duties hereunder, the Investment Manager will manage the
         portfolio of all classes of a particular series as a single portfolio.

2.       Compliance  With  Laws.  All  functions  undertaken  by the  Investment
         Manager  hereunder  shall at all times conform to, and be in accordance
         with, any requirements imposed by:

         (a)      the  Investment  Company  Act and any  rules  and  regulations
                  promulgated thereunder;

         (b)      any other applicable provisions of law;

         (c)      the   Declaration  of  Trust  or  Articles  of   Incorporation
                  applicable  to each of the  Companies  as amended from time to
                  time;

         (d)      the By-Laws of the Companies as amended from time to time; and

         (e)      The Multiple Class Plan; and

         (f)      the registration  statement of the Companies,  as amended from
                  time to time,  filed under the  Securities Act of 1933 and the
                  Investment Company Act.

3.       Board  Supervision.  All of the functions  undertaken by the Investment
         Manager hereunder shall at all times be subject to the direction of the
         Board of Trustees or Board of  Directors  (collectively,  the "Board of
         Directors") of the Companies, its executive committee, or any committee
         or officers of the Companies acting under the authority of the Board of
         Directors.

4.       Payment  Of  Expenses.  The  Investment  Manager  will  pay  all of the
         expenses of the Advisor Class of each series of the  Companies'  shares
         that  it  shall  manage,   other  than   interest,   taxes,   brokerage
         commissions,  portfolio insurance,  extraordinary expenses and the fees
         and expenses of those  Directors  who are not  "interested  persons" as
         defined  in  1940  Act  (hereinafter  referred  to as the  "Independent
         Directors")   (including   counsel  fees)  and  expenses   incurred  in
         connection with the provision of shareholder  services and distribution
         services under the Master  Distribution  and Shareholder  Services Plan
         dated as of August 1, 1997.  The  Investment  Manager  will provide the
         Companies with all physical  facilities and personnel required to carry
         on the business of the Advisor Class of each series that the Investment
         Manager shall manage, including but not limited to office space, office
         furniture,  fixtures and equipment,  office supplies, computer hardware
         and software and salaried  and hourly paid  personnel.  The  Investment
         Manager may at its expense  employ others to provide all or any part of
         such facilities and personnel.

5.       Account  Fees.  The Board of  Directors  may  impose  fees for  various
         account services,  proceeds of which may be remitted to the appropriate
         Fund or the Investment Manager at the discretion of the Board. At least
         60 days' prior written  notice of the intent to impose such fee must be
         given to the shareholders of the affected series.

6.       Management Fees.

         (a)      In  consideration  of the services  provided by the Investment
                  Manager,  the  Advisor  Class of each  series of shares of the
                  Companies  managed by the Investment  Manager shall pay to the
                  Investment  Manager a per annum  management fee  (hereinafter,
                  the "Applicable  Fee").  The calculation of the Applicable Fee
                  for the Advisor Class of a series is performed as follows:

                  (i)      Each series is  assigned  to one of three  categories
                           based   on   its   overall    investment    objective
                           ("Investment  Category").   The  Investment  Category
                           assignments appear in Exhibit B to this Agreement.

                  (ii)     Each  series is  assigned a fee  schedule  within its
                           Investment  Category in Exhibit C to this  Agreement.
                           The  Investment   Category   assets  managed  by  the
                           Investment  Manager determines the first component of
                           a  series'  fee.  This  fee  is  referred  to as  the
                           "Investment  Category Fee". The  determination of the
                           Investment Category assets is as follows:

                           a)       Money Market Fund Category. The assets which
                                    are  used to  determine  the  fee  for  this
                                    Investment Category is the sum of the assets
                                    of all of the  open-end  investment  company
                                    series  which   invest   primarily  in  debt
                                    securities,  are  subject to Rule 2a-7 under
                                    the  1940  Act,  managed  by the  Investment
                                    Manager  and  distributed  to the  public by
                                    American Century Investment Services, Inc.

                           b)       Bond Fund  Category.  The  assets  which are
                                    used  to   determine   the   fee  for   this
                                    Investment Category is the sum the assets of
                                    all  of  the  open-end   investment  company
                                    series  which   invest   primarily  in  debt
                                    securities,  are not  subject  to Rule  2a-7
                                    under  the  1940  Act,  are  managed  by the
                                    Investment  Manager and are  distributed  to
                                    the public by  American  Century  Investment
                                    Services, Inc.

                           c)       Equity Fund  Category.  The assets which are
                                    used  to   determine   the   fee  for   this
                                    Investment Category is the sum the assets of
                                    all  of  the  open-end   investment  company
                                    series  which  invest  primarily  in  equity
                                    securities,  are  managed by the  Investment
                                    Manager and are distributed to the public by
                                    American Century Investment Services, Inc.

                  (iii)    A fee  which is based on the  total  assets in all of
                           the  Investment   Categories  is  determined  by  the
                           schedule  which  appears  in  Exhibit  D. This fee is
                           referred to as the series' "Complex Fee".

                  (iv)     The  Applicable  Fee for a  series  is the sum of the
                           Investment Category Fee and the Complex Fee.

                  (v)      The assets  which are used to compute the  Applicable
                           Fee  shall  be the  assets  of  all  of the  open-end
                           investment   companies   managed  by  the  Investment
                           Manager.  Any exceptions to this requirement shall be
                           approved by the Board of Directors of the Companies.

         (b)      On the first business day of each month,  the Advisor Class of
                  each series of shares shall pay the management fee at the rate
                  specified  by  subparagraph  (a) of  this  paragraph  6 to the
                  Investment  Manager for the  previous  month.  The fee for the
                  previous  month  shall  be  calculated  by   multiplying   the
                  Applicable Fee for such series by the aggregate  average daily
                  closing  value of the series' net assets  during the  previous
                  month, and further multiplying that product by a fraction, the
                  numerator of which shall be the number of days in the previous
                  month,  and the denominator of which shall be 365 (366 in leap
                  years).

         (c)      In the event that the Board of  Directors  of a Company  shall
                  determine to issue an Advisor Class of any  additional  series
                  of shares for which it is proposed that the Investment Manager
                  serve as investment  manager,  the Company and the  Investment
                  Manager shall enter into an Addendum to this Agreement setting
                  forth  the name of the  series,  the  Applicable  Fee and such
                  other terms and conditions as are applicable to the management
                  of such series of shares.

7.       Continuation  Of Agreement.  This  Agreement  shall continue in effect,
         unless sooner terminated as hereinafter  provided,  for a period of two
         years from the  execution  hereof,  and for as long  thereafter  as its
         continuance  is  specifically  approved,  as  to  each  series  of  the
         Companies,  at least  annually  (i) by the  Board of  Directors  of the
         Companies or by the vote of a majority of the outstanding Advisor Class
         voting securities of the Companies,  and (ii) by the vote of a majority
         of the Directors of the Companies, who are not parties to the agreement
         or  interested  persons of any such party,  cast in person at a meeting
         called for the purpose of voting on such approval.

8.       Termination.  This  Agreement  may be  terminated,  with respect to any
         series,  by the  Investment  Manager at any time  without  penalty upon
         giving the  appropriate  Company 60 days'  written  notice,  and may be
         terminated,  with respect to any series, at any time without penalty by
         the Board of  Directors  of a Company or by vote of a  majority  of the
         outstanding  Advisor Class voting securities of such series on 60 days'
         written notice to the Investment Manager.

9.       Effect Of Assignment.  This Agreement shall automatically  terminate in
         the  event  of  assignment  by  the   Investment   Manager,   the  term
         "assignment"  for this  purpose  having the meaning  defined in Section
         2(a)(4) of the 1940 Act.

10.      Other  Activities.  Nothing herein shall be deemed to limit or restrict
         the  right  of  the  Investment  Manager,  or the  right  of any of its
         officers, directors or employees (who may also be a trustee, officer or
         employee  of a Company),  to engage in any other  business or to devote
         time and  attention  to the  management  or other  aspects of any other
         business,  whether  of a similar  or  dissimilar  nature,  or to render
         services  of any kind to any other  corporation,  firm,  individual  or
         association.

11.      Standard  Of Care.  In the absence of willful  misfeasance,  bad faith,
         gross  negligence,  or reckless  disregard of its obligations or duties
         hereunder on the part of the Investment  Manager,  it, as an inducement
         to it to enter into this  Agreement,  shall not be subject to liability
         to the Companies or to any  shareholder of the Companies for any act or
         omission  in the  course  of, or  connected  with,  rendering  services
         hereunder  or for any losses  that may be  sustained  in the  purchase,
         holding or sale of any security.

12.      Separate  Agreement.   The  parties  hereto  acknowledge  that  certain
         provisions of the 1940 Act, in effect, treat each series of shares of a
         registered   investment  company  as  a  separate  investment  company.
         Accordingly,  the parties hereto hereby  acknowledge and agree that, to
         the extent deemed  appropriate  and consistent  with the 1940 Act, this
         Agreement  shall be deemed to constitute a separate  agreement  between
         the  Investment  Manager  and each  series of  shares of the  Companies
         managed by the Investment Manager.

13.      Use of the Names  "American  Century" and "Benham." The name  "American
         Century" and all rights to the use of the names "American  Century" and
         "Benham"  are the  exclusive  property  of  American  Century  Services
         Corporation  ("ACSC"), an affiliate of the Investment Manager. ACSC has
         consented to, and granted a  non-exclusive  license for, the use by the
         Companies and their respective  series of the names "American  Century"
         and  "Benham"  in the name of the  Companies  and any  series of shares
         thereof.  Such consent and non-exclusive license may be revoked by ACSC
         in its discretion if ACSC, the Investment  Manager,  or a subsidiary or
         affiliate of either of them is not employed as the  investment  manager
         of each  series  of  shares  of the  Companies.  In the  event  of such
         revocation,  the Companies and each series of shares  thereof using the
         name  "American  Century"  or  "Benham"  shall  cease  using  the  name
         "American Century" or "Benham",  unless otherwise  consented to by ACSC
         or any successor to its interest in such names.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their  respective  duly  authorized  officers as of the day and year
indicated on Exhibit A.


                                    AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                    AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                    AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
Attest:                             AMERICAN CENTURY TARGET MATURITIES TRUST

/*/Douglas A. Paul                  /*/James M. Benham
Douglas A. Paul                     James M. Benham
Secretary                           President and Chief Executive Officer


Attest:                             AMERICAN CENTURY INVESTMENT TRUST

/*/Charles C.S. Park                /*/Douglas A. Paul
Charles C.S. Park                   Douglas A. Paul
Assistant Secretary                 Secretary and Assistant Vice President


Attest:                             AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

/*/William M. Lyons                 /*/Robert C. Puff
William M. Lyons                    Robert C. Puff
Secretary                           President
<PAGE>
                                    Exhibit A
         Registered Investment Companies Subject to Management Agreement
- --------------------------------------------------------------- --------------

Registered Investment Company and Advisor Class Funds                Date
- --------------------------------------------------------------- --------------

American Century Government Income Trust
     Benham GNMA Fund                                           August 1, 1997
     Benham Government Agency Money Market Fund                 August 1, 1997
     Benham Intermediate-Term Treasury Fund                     August 1, 1997
     Benham Long-Term Treasury Fund                             August 1, 1997
     Benham Short-Term Government Fund                          August 1, 1997
     Benham Short-Term Treasury Fund                            August 1, 1997

American Century International Bond Funds
     Benham International Bond Fund                             August 1, 1997

American Century Investment Trust
     Benham Prime Money Market Fund                             June 1, 1998

American Century Quantitative Equity Funds
     American Century Equity Growth Fund                        August 1, 1997
     American Century Global Gold Fund                          August 1, 1997
     American Century Global Natural Resources Fund             August 1, 1997
     American Century Income & Growth Fund                      August 1, 1997
     American Century Small Capitalization Quantitative Fund    July 1, 1998
     American Century Utilities Fund                            August 1, 1997

American Century Target Maturities Trust
     Benham Target Maturities Trust: 2000                       August 1, 1997
     Benham Target Maturities Trust: 2005                       August 1, 1997
     Benham Target Maturities Trust: 2010                       August 1, 1997
     Benham Target Maturities Trust: 2015                       August 1, 1997
     Benham Target Maturities Trust: 2020                       August 1, 1997
     Benham Target Maturities Trust: 2025                       August 1, 1997
- --------------------------------------------------------------- --------------

By executing  this Exhibit A, each Fund  executes  the  Management  Agreement to
which it is  attached  and all of its  Exhibits  and  amendments  as of the date
specified above.

                                     AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                     AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                                     AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY INVESTMENT          AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
MANAGEMENT, INC.                     AMERICAN CENTURY TARGET MATURITIES TRUST


/*/Robert C. Puff                    /*/Douglas A. Paul
Robert C. Puff                       Douglas A. Paul
President                            Secretary
<PAGE>
<TABLE>
                                    Exhibit B

                          Series Investment Categories
- ----------------------------------------- ---------------------------------------------------------
<S>                                      <C>
Investment Category                       Series
- ----------------------------------------- ---------------------------------------------------------

Money Market Funds                        Benham Government Agency Money Market Fund
                                          Benham Prime Money Market Fund

Bond Funds                                Benham GNMA Fund
                                          Benham Intermediate-Term Treasury Fund
                                          Benham International Bond Fund
                                          Benham Long-Term Treasury Fund
                                          Benham Short-Term Government Fund
                                          Benham Short-Term Treasury Fund
                                          Benham Target Maturities Trust: 2000
                                          Benham Target Maturities Trust: 2005
                                          Benham Target Maturities Trust: 2010
                                          Benham Target Maturities Trust: 2015
                                          Benham Target Maturities Trust: 2020
                                          Benham Target Maturities Trust: 2025

Equity Funds                              American Century Equity Growth Fund
                                          American Century Global Gold Fund
                                          American Century Global Natural Resources Fund
                                          American Century Income & Growth Fund
                                          American Century Small Capitalization Quantitative Fund
                                          American Century Utilities Fund
- ----------------------------------------- ---------------------------------------------------------

Dated:  June 1, 1998

                                          AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                          AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT               AMERICAN CENTURY INVESTMENT TRUST
MANAGEMENT, INC.                          AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                                          AMERICAN CENTURY TARGET MATURITIES TRUST

As executed on behalf of the above in     As executed on behalf of the above in
Exhibit A by                              Exhibit A by
Robert C. Puff                            James M. Benham
President                                 President and Chief Executive Officer
</TABLE>
<PAGE>
<TABLE>
                                    Exhibit C

              Investment Category Fee Schedules: Money Market Funds

Schedule 1
                                                   ------------------------------------------------------------------
<S>                               <C>             <C>
Category Assets                   Fee Rate                                 Schedule 1 Funds:
First $1 billion                  0.2500%                     Benham Government Agency Money Market Fund
- --------------------------        --------         ------------------------------------------------------------------
Next $1 billion                   0.2070%
Next $3 billion                   0.1660%
Next $5 billion                   0.1490%
Next $15 billion                  0.1380%
Next $25 billion                  0.1375%
Thereafter                        0.1370%

Schedule 2
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 2 Funds:
First $1 billion                  0.2700%                                        NONE
- --------------------------        --------         ------------------------------------------------------------------
Next $1 billion                   0.2270%
Next $3 billion                   0.1860%
Next $5 billion                   0.1690%
Next $15 billion                  0.1580%
Next $25 billion                  0.1575%
Thereafter                        0.1570%

Schedule 3
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 3 Funds:
First $1 billion                  0.3700%                           Benham Prime Money Market Fund
- --------------------------        --------         ------------------------------------------------------------------
Next $1 billion                   0.3270%
Next $3 billion                   0.2860%
Next $5 billion                   0.2690%
Next $15 billion                  0.2580%
Next $25 billion                  0.2575%
Thereafter                        0.2570%
<PAGE>
                       Category Fee Schedules: Bond Funds


Schedule 1
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 1 Funds:
First $1 billion                  0.2800%                           Benham Short-Term Treasury Fund
Next $1 billion                   0.2280%                       Benham Intermediate-Term Treasury Fund
Next $3 billion                   0.1980%                           Benham Long-Term Treasury Fund
                                                   ------------------------------------------------------------------
Next $5 billion                   0.1780%
Next $15 billion                  0.1650%
Next $25 billion                  0.1630%
Thereafter                        0.1625%

Schedule 2
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 2 Funds:
First $1 billion                  0.3100%                                        NONE
- --------------------------        --------         ------------------------------------------------------------------
Next $1 billion                   0.2580%
Next $3 billion                   0.2280%
Next $5 billion                   0.2080%
Next $15 billion                  0.1950%
Next $25 billion                  0.1930%
Thereafter                        0.1925%

Schedule 3
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 3 Funds:
First $1 billion                  0.3600%                                  Benham GNMA Fund
Next $1 billion                   0.3080%                          Benham Short-Term Government Fund
Next $3 billion                   0.2780%                        Benham Target Maturities Trust: 2000
Next $5 billion                   0.2580%                        Benham Target Maturities Trust: 2005
Next $15 billion                  0.2450%                        Benham Target Maturities Trust: 2010
Next $25 billion                  0.2430%                        Benham Target Maturities Trust: 2015
Thereafter                        0.2425%                        Benham Target Maturities Trust: 2020
                                                                 Benham Target Maturities Trust: 2025
                                                   ------------------------------------------------------------------

                       Category Fee Schedules: Bond Funds
                                   (continued)


Schedule 4
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 4 Funds:
First $1 billion                  0.6100%                           Benham International Bond Fund
- --------------------------                         ------------------------------------------------------------------
Next $1 billion                   0.5580%
Next $3 billion                   0.5280%
Next $5 billion                   0.5080%
Next $15 billion                  0.4950%
Next $25 billion                  0.4930%
Thereafter                        0.4925%

                      Category Fee Schedules: Equity Funds


Schedule 1
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 1 Funds:
First $1 billion                  0.5200%                         American Century Equity Growth Fund
Next $5 billion                   0.4600%                          American Century Global Gold Fund
Next $15 billion                  0.4160%                   American Century Global Natural Resources Fund
Next $25 billion                  0.3690%                        American Century Income & Growth Fund
Next $50 billion                  0.3420%                           American Century Utilities Fund
Next $150 billion                 0.3390%
                                                   ------------------------------------------------------------------
Thereafter                        0.3380%

Schedule 2
                                                   ------------------------------------------------------------------
Category Assets                   Fee Rate                                 Schedule 2 Funds:
First $1 billion                  0.7200%                        American Century Small Capitalization
Next $5 billion                   0.6600%                                  Quantitative Fund
                                                   ------------------------------------------------------------------
Next $15 billion                  0.6160%
Next $25 billion                  0.5690%
Next $50 billion                  0.5420%
Next $150 billion                 0.5390%
Thereafter                        0.5380%

Dated:  June 1, 1998

                                                       AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                                       AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.           AMERICAN CENTURY INVESTMENT TRUST
                                                       AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                                                       AMERICAN CENTURY TARGET MATURITIES TRUST

As executed on behalf of the above in                  As executed on behalf of the above in
Exhibit A by                                           Exhibit A by
Robert C. Puff                                         Douglas A. Paul
President                                              Secretary
</TABLE>
<PAGE>
                               Exhibit D
                          Complex Fee Schedule

         Complex Assets                              Fee Rate
         --------------                              --------
         First $2.5 billion                          0.0600%
         Next $7.5 billion                           0.0500%
         Next $15.0 billion                          0.0485%
         Next $25.0 billion                          0.0470%
         Next $50.0 billion                          0.0460%
         Next $100.0 billion                         0.0450%
         Next $100.0 billion                         0.0440%
         Next $200.0 billion                         0.0430%
         Next $250.0 billion                         0.0420%
         Next $500.0 billion                         0.0410%
         Thereafter                                  0.0400%




Dated:  June 1, 1998

                                      AMERICAN CENTURY GOVERNMENT INCOME TRUST
                                      AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT           AMERICAN CENTURY INVESTMENT TRUST
MANAGEMENT, INC.                      AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                                      AMERICAN CENTURY TARGET MATURITIES TRUST

As executed on behalf                 As executed on behalf
of the above in                       of the above in
Exhibit A by                          Exhibit A by
Robert C. Puff                        Douglas A. Paul
President                             Secretary

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in Post-Effective  Amendment No. 10
to the  Registration  Statement  of the Prime Money  Market  Fund,  formerly the
American Century-Benham Prime Money Market Fund (the "Fund") on Form N-1A of our
report  dated  March 29,  1999 on our  audits of the  financial  statements  and
financial  highlights of the Fund, which report is included in the Annual Report
to Shareholders  for the year ended February 28, 1999,  which is incorporated by
reference in the  Statement of  Additional  Information.  We also consent to the
reference  in the  Statement  of  Additional  Information  to our Firm under the
caption "Independent Accountants."


/s/PricewaterhouseCoopers LLP


Kansas City, Missouri
June 28, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY  INVESTMENT TRUST AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908406
<NAME> AMERICAN CENTURY INVESTMENT TRUST
<SERIES>
   <NUMBER> 1
   <NAME> PRIME MONEY MARKET FUND

<S>                      <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                                   FEB-28-1999
<PERIOD-END>                                        FEB-28-1999
<INVESTMENTS-AT-COST>                                     2,882,246,597
<INVESTMENTS-AT-VALUE>                                    2,882,246,597
<RECEIVABLES>                                                10,128,723
<ASSETS-OTHER>                                                4,988,271
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                            2,897,363,591
<PAYABLE-FOR-SECURITIES>                                              0
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                    42,268,424
<TOTAL-LIABILITIES>                                          42,268,424
<SENIOR-EQUITY>                                           2,855,451,853
<PAID-IN-CAPITAL-COMMON>                                              0
<SHARES-COMMON-STOCK>                                     2,855,451,853
<SHARES-COMMON-PRIOR>                                     1,417,565,184
<ACCUMULATED-NII-CURRENT>                                             0
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                               0
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                       (356,686)
<NET-ASSETS>                                              2,855,095,167
<DIVIDEND-INCOME>                                                     0
<INTEREST-INCOME>                                           118,945,493
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                               12,945,585
<NET-INVESTMENT-INCOME>                                     106,360,493
<REALIZED-GAINS-CURRENT>                                        (18,522)
<APPREC-INCREASE-CURRENT>                                             0
<NET-CHANGE-FROM-OPS>                                       106,341,971
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                   106,360,493
<DISTRIBUTIONS-OF-GAINS>                                              0
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                   5,764,005,956
<NUMBER-OF-SHARES-REDEEMED>                               4,427,041,476
<SHARES-REINVESTED>                                         100,922,189
<NET-CHANGE-IN-ASSETS>                                    1,437,784,480
<ACCUMULATED-NII-PRIOR>                                               0
<ACCUMULATED-GAINS-PRIOR>                                             0
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                         6,282,235
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                              12,859,387
<AVERAGE-NET-ASSETS>                                      2,166,525,616
<PER-SHARE-NAV-BEGIN>                                              1.00
<PER-SHARE-NII>                                                    0.02
<PER-SHARE-GAIN-APPREC>                                            0.00
<PER-SHARE-DIVIDEND>                                               0.02
<PER-SHARE-DISTRIBUTIONS>                                          0.00
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                                1.00
<EXPENSE-RATIO>                                                    0.85
[AVG-DEBT-OUTSTANDING]                                                0
[AVG-DEBT-PER-SHARE]                                                  0


</TABLE>


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