AMERICAN CENTURY INVESTMENT TRUST
497, 1999-07-02
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[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

     For the  seven-day  period ended  February  28, 1999,  the fund's yield and
effective yield were 4.49% and 4.59%, respectively.

    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 17403  9907


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