AMERICAN CENTURY INVESTMENT TRUST, 485APOS, 1999-04-01

AMERICAN CENTURY INVESTMENT TRUST
485APOS, 1999-04-01

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

File No. 33-65170:

Pre-Effective Amendment No.___

Post-Effective Amendment No._7_

and/or

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

File No. 811-7822:

Amendment No._8_

(Check appropriate box or boxes.)

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

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

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

William M. Lyons, 4500 Main Street, Kansas City, MO 64111
_________________________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: June 1, 1999

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

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

If appropriate, check the following box:

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

PROSPECTUS

JULY 1, 1999

- --------------------------------------------------------------------------------
PRIME MONEY MARKET

INVESTOR CLASS

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this Prospectus is accurate or complete. Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.

Dear Investor,

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

Here's what you'll find:

* The funds' primary investments and risks
* A description of who may or may not want to invest in the funds
* Fund performance, including returns for each year, best and worst quarters,
and average annual returns compared to the funds' benchmarks
* An overview of services available and ways to manage your accounts
* Helpful tips and definitions of key investment terms

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

Sincerely,

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

TABLE OF CONTENTS

An Overview of the Fund..................................................2

Fees and Expenses........................................................3

Information about the Fund...............................................4

Management...............................................................7

Investing with American Century.........................................XX

Share Price and Distributions...........................................XX

Taxes...................................................................XX

Multiple Class Information..............................................XX

Financial Highlights....................................................XX

**********LEFT MARGIN CALLOUTS

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

o........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

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

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

The fund invests most of its assets in high quality DEBT SECURITIES issued by
corporations.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

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

o seeking some current income

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

o investing for long-term growth

o looking for the added security of FDIC insurance

**********LEFT MARGIN CALLOUTS

DEBT SECURITIES means bonds, notes and debentures. Debt securities also are
sometimes called fixed income securities.

o An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

**********END LEFT MARGIN CALLOUTS

FUND PERFORMANCE HISTORY

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

[GRAPH DEPICTING ANNUAL TOTAL RETURNS (SINCE NOVEMBER 17, 1993); UPDATED FIGURES
NOT AVAILABLE]

HIGHEST AND LOWEST QUARTERLY RETURNS
The highest and lowest quarterly returns for the period reflected in the bar
chart are:

[GRAPH DEPICTING HIGHEST AND LOWEST QUARTERLY RETURNS; UPDATED FIGURES NOT
AVAILABLE]

AVERAGE ANNUAL RETURNS

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

1 year 5 years Life of
Fund(1)
- -------------------------------------------------------------------------------
Prime Money Market X.XX% X.XX% X.XX%
90-day Treasury Bill Index X.XX% X.XX% X.XX%

1 The inception date for Prime is November 17, 1993.

**********LEFT MARGIN CALLOUTS

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

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

**********END LEFT MARGIN CALLOUTS

FEES AND EXPENSES

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Investor Class shares of other American Century funds
o to redeem your shares

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fee1 Distribution and Other Total Annual Fund
Service (12b-1) Fees Expenses2 Operating Expenses
- ----------------------- ---------------- ------------------------ -------------- -----------------------
<S> <C> <C> <C>
Prime Money Market 0.60% None 0.00% 0.60%

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

2 Other expenses, which include the fees and expenses of the funds'
independent directors, their legal counsel, interest and extraordinary
expenses, were less than 0.005% for the most recent fiscal year.
</TABLE>

EXAMPLE

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year
o incur the same operating expenses as shown above

... your cost of investing in the fund would be:
1 year 3 years 5 years 10 years

- ----------------------- ------------ ------------- ------------- -------------
- ----------------------- ------------ ------------- ------------- -------------
Prime Money Market $ $ $ $

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

INFORMATION ABOUT THE FUND

PRIME MONEY MARKET

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

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

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

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

The weighted average maturity of the fund is expected to be 90 days or less.

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

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

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

BASICS OF FIXED-INCOME INVESTING

DEBT SECURITIES

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

The advisor decides which debt securities to buy and sell by

o determining which securities help a fund meet its maturity requirements
o eliminating securities that do not satisfy a fund's credit quality
standards
o evaluating the current economic conditions and assessing the risk of
inflation
o evaluating special features of the securities that may make them more or
less attractive

WEIGHTED AVERAGE MATURITY

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

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

<TABLE>
Amount of Security Owned Percent of Portfolio Remaining Maturity Weighted Maturity
- ----------------- ------------------------------ ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Debt Security A $100,000 25% 1,000 days 250 days
Debt Security B $300,000 75% 10,000 days 7,500 days
WEIGHTED AVERAGE MATURITY 7,750 DAYS
</TABLE>

TYPES OF RISK

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

INTEREST RATE RISK

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

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

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

<TABLE>
Remaining Maturity Current Price Price after 1% increase Change in price
- ---------------------- ------------------- -------------------------- -----------------
<S> <C> <C> <C>
1 year $100.00 $99.06 -0.94%
3 years $100.00 $97.38 -2.62%
10 years $100.00 $93.20 -6.80%
30 years $100.00 $88.69 -11.31%
</TABLE>

***********LEFT MARGIN CALLOUTS

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

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

***********END LEFT MARGIN CALLOUTS

CREDIT RISK

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

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

The following chart shows the authorized credit quality ranges for the funds
offered by this Prospectus.

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

Securities rated in one of the highest two categories by a nationally recognized
securities rating organization (e.g., Moody's or Standard & Poor's) are
considered "high quality." Although they are considered high quality, an
investment in these securities still involves some credit risk since a AAA
rating is not a guarantee of payment. For a complete description of the ratings
system, see "Explanation of Fixed-Income Securities Ratings" in the Statement of
Additional Information. The fund's credit quality restrictions apply at the time
of purchase; the fund will not necessarily sell securities if they are
downgraded by a rating agency.

LIQUIDITY RISK

Debt securities can become difficult to sell for a variety of reasons, such as
lack of an active trading market. When a fund's investments become difficult to
sell, it is said to have a problem with liquidity. The chance that a fund will
have liquidity issues is called liquidity risk.

INFLATION RISK

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

**********LEFT MARGIN CALLOUTS

o Credit quality may be lower when the issuer has
o a high debt level
o a short operating history
o a senior level of debt
o a difficult, competitive environment

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

**********END LEFT MARGIN CALLOUTS

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

MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

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

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

MANAGEMENT FEES PAID BY THE FUND TO THE ADVISOR AS A PERCENTAGE OF AVERAGE NET
ASSETS FOR THE MOST RECENT FISCAL YEAR ENDED FEBRUARY 28, 1999
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------- ---------------
Prime Money Market 0.60%

THE FUND MANAGEMENT TEAM

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

The portfolio managers on the investment team are identified below:

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

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

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

Many of the world's computer systems currently cannot properly recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American Century-affiliated and
external service providers for the funds, American Century formally initiated a
Year 2000 readiness project in July 1997. It involves a team of information
technology professionals assisted by outside consultants and guided by a
senior-level steering committee. The team's goal is to assess the impact of the
Year 2000 on American Century's systems, renovate or replace noncompliant
critical systems and test those systems. In addition, the team has been working
to gather information about the Year 2000 efforts of the fund's other major
service providers.

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

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

INVESTING WITH AMERICAN CENTURY

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

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

<TABLE>
Ways to Manage Your Account
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S> <C> <C>
By telephone Open an account Make additional investments
Investor Relations If you are a current investor, you can open Call us or use our Automated Information Line
1-800-345-2021 an account by exchanging shares from another if you have authorized us to invest from your
American Century account. bank account.
Business, Not-For-Profit
and Employer-Sponsored Exchange shares Sell shares
Retirement Plans Call us or use our Automated Information Call an Investor Relations Representative.
1-800-345-3533 Line if you have authorized us to accept
telephone instructions.
Automated Information Line
1-800-345-8765
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419200 Send a signed and completed application and Send us your check or money order for at
Kansas City, MO 64141-6200 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax 816-340-7962 an investment slip, include your name,
Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call an Investor
Relations Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online Open an account Make additional investments
www.americancentury.com If you are a current investor, you can open Make an additional investment into an
an account by exchanging shares from another established American Century account if you
American Century account. have authorized us to invest from your bank
account.
Exchange shares
Exchange shares from another American Sell shares
Century account. Not available.
</TABLE>

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

YOUR GUIDE TO SERVICES AND POLICIES
When you open an account, you will receive a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.

<TABLE>
- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
<S> <C> <C>
By wire Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address provided "Open an account" section
in the "By Mail" section and give your bank
the following information Sell shares
Our bank information: You can receive redemption proceeds by wire
Please remember that if you Commerce Bank N.A. or electronic transfer.
request redemptions by wire, Routing No. 101000019
$10 will be deducted from the Account No. 2804918
amount wired. Your bank also The fund name
may charge a fee. Your American Century account number*
Your name Exchange shares The contribution year
(for IRAs only) Not available.

*For additional investments only

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically Open an account Make additional investments
Not available. With the automatic investment privilege, you
can purchase shares on a regular basis. You
Exchange shares must invest at least $600 per
year per Send us written instructions to set up
an account.
automatic exchange of your shares from one
American Century account to another. Sell shares
If you have at least $10,000 in your account,
you may sell shares automatically by
establishing Check-A-Month or Automatic
Redemption plans.

4500 Main St. 4917 Town Center Drive
Kansas City, Missouri Leawood, Kansas
8 a.m. to 5:30 p.m., Monday-Friday 8 a.m. to 6 p.m., Monday-Friday
8 a.m. to noon, Saturday

1665 Charleston Road 9445 East County Line Road, Suite A
Mountain View, California Englewood, Colorado
8 a.m. to 5 p.m., Monday-Friday 8 a.m. to 6 p.m., Monday-Friday
8 a.m. to noon, Saturday

MINIMUM INITIAL INVESTMENT AMOUNTS

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

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

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS
If your redemption activity causes your account balance to fall below the
minimum initial investment amount we will notify you and give you 90 days to
meet the minimum or to establish an automatic monthly investment. If you do not
meet the deadline, American Century will redeem the shares in the account and
send the proceeds to your address of record.

ABUSIVE TRADING PRACTICES
We do not permit market-timing or other abusive trading practices in our funds.

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

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

If your redemption would exceed this limit and you would like to avoid being
paid in securities, please provide us with an unconditional instruction to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur. The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the transaction. This minimizes the effect of the
redemption on the fund and its remaining shareholders. INVESTING THROUGH
FINANCIAL INTERMEDIARIES If you do business with us through a FINANCIAL
INTERMEDIARY or a retirement plan, your ability to purchase, exchange and redeem
shares will depend on the policies of that entity. Some policy differences may
include

minimum investment requirements
exchange policies
fund choices
cutoff time for investments

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

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

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

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

**********LEFT MARGIN CALLOUTS

o FINANCIAL INTERMEDIARIES include banks, broker-dealers, insurance companies
and investment advisors.

**********END LEFT MARGIN CALLOUTS

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

If current prices of securities owned by a fund are not readily available from
an independent pricing service, the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Trustees. We will
price your purchase, exchange or redemption at the NAV next determined after we
receive your transaction request in good order.

DISTRIBUTIONS

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

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

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

**********LEFT MARGIN CALLOUTS

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

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

**********END LEFT MARGIN CALLOUTS

TAXES

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

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

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

TAXABILITY OF DISTRIBUTIONS

Fund distributions will generally consist of income earned by the fund from
sources such as dividends and interest. Distributions of income are taxed as
ordinary income. American Century will send you the tax status of fund
distributions for each calendar year in an annual tax statement from the fund.

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

MULTIPLE CLASS INFORMATION

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

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

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

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page itemizes what contributed to the changes in share
price during the period. It also shows the changes in share price for this
period in comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

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

share price at the beginning of the period
investment income and capital gains or losses
distributions of income and capital gains paid to shareholders
share price at the end of the period

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

Total Return--the overall percentage of return of the fund, assuming the
reinvestment of all distributions Expense Ratio--operating expenses as a
percentage of average net assets Net Income Ratio--net investment income as a
percentage of average net assets Portfolio Turnover--the percentage of the
fund's buying and selling activity

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

PRIME MONEY MARKET

[Financial Highlights to be provided in subsequent filing]

More information about the fund is contained in these documents:

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

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

You may obtain a copy of the SAI or annual and semiannual reports at no charge
by contacting American Century.

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

In person SEC Public Reference Room
Washington, D.C.
Call 1-800-SEC-0330 for location and hours.
On the internet www.sec.gov.
By mail SEC Public Reference Section
Washington, D.C. 20549-6009
(The SEC will charge a fee for copying the
documents.)
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 1, 1999

- --------------------------------------------------------------------------------
PRIME MONEY MARKET

ADVISOR CLASS

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this Prospectus is accurate or complete. Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

*The funds' primary investments and risks
*A description of who may or may not want to invest in the funds
*Fund performance, including returns for each year, best and worst quarters, and
average annual returns compared to the funds' benchmarks
*An overview of services available and ways to manage your accounts
*Helpful tips and definitions of key investment terms

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

Sincerely,

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

TABLE OF CONTENTS

An Overview of the Fund...................................................2

Fees and Expenses.........................................................3

Information about the Fund................................................4

Management................................................................7

Investing with American Century..........................................XX

Share Price and Distributions............................................XX

Taxes....................................................................XX

Multiple Class Information...............................................XX

Financial Highlights.....................................................XX

Performance Information of Other Class...................................XX

**********LEFT MARGIN CALLOUTS

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

o........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

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

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

The fund invests most of its assets in high quality DEBT SECURITIES issued by
corporations.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

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

* seeking some current income

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for long-term growth

* looking for the added security of FDIC insurance

**********LEFT MARGIN CALLOUTS

DEBT SECURITIES means bonds, notes and debentures. Debt securities also are
sometimes called fixed income securities.

o An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

**********END LEFT MARGIN CALLOUTS

FUND PERFORMANCE HISTORY

PRIME MONEY MARKET

When the Advisor Class of a fund has investment results for a full calendar
year, this section will feature charts that show Annual Total Returns Highest
and Lowest Quarterly Returns Average Annual Returns, including a comparison of
these returns to a benchmark index for the Advisor Class of the fund.

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

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

**********LEFT MARGIN CALLOUTS

o For current performance information, including yields, please call us at
1-800-345-3533 or visit American Century's Web site at
www.americancentury.com.

**********END LEFT MARGIN CALLOUTS

FEES AND EXPENSES

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Advisor Class shares of other American Century funds
o to redeem your shares

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fee Distribution and Other Total Annual Fund
Service (12b-1) Fees1 Expenses2 Operating Expenses
- -------------------------- ---------------- ------------------------ -------------- -----------------------
<S> <C> <C> <C>
Prime Money Market 0.60% None 0.00% 0.60%
</TABLE>

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

EXAMPLE

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year
o incur the same operating expenses as shown above

... your cost of investing in the fund would be:
1 year 3 years 5 years 10 years

- ----------------------- --------- --------- ---------- ---------
- ----------------------- --------- --------- ---------- ---------
Prime Money Market $ $ $ $

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

INFORMATION ABOUT THE FUND

PRIME MONEY MARKET

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

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

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

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

The weighted average maturity of the fund is expected to be 90 days or less.

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

**********LEFT MARGIN CALLOUTS

**********END LEFT MARGIN CALLOUTS

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

BASICS OF FIXED-INCOME INVESTING

DEBT SECURITIES

The advisor decides which debt securities to buy and sell by

* determining which securities help a fund meet its maturity requirements
* eliminating securities that do not satisfy a fund's credit quality standards
* evaluating the current economic conditions and assessing the risk of inflation
* evaluating special features of the securities that may make them more or less
attractive

WEIGHTED AVERAGE MATURITY

<TABLE>
Amount of Security Owned Percent of Portfolio Remaining Maturity Weighted Maturity
- --------------------------- ---------------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Debt Security A $100,000 25% 1,000 days 250 days
Debt Security B $300,000 75% 10,000 days 7,500 days
WEIGHTED AVERAGE MATURITY 7,750 DAYS
</TABLE>

TYPES OF RISK

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

INTEREST RATE RISK

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

***********LEFT MARGIN CALLOUTS

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

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

***********END LEFT MARGIN CALLOUTS

CREDIT RISK

The following chart shows the authorized credit quality ranges for the funds
offered by this Prospectus.

LIQUIDITY RISK

INFLATION RISK

**********LEFT MARGIN CALLOUTS

o Credit quality may be lower when the issuer has
o a high debt level
o a short operating history
o a senior level of debt
o a difficult, competitive environment

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

**********END LEFT MARGIN CALLOUTS

MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF TRUSTEES

THE INVESTMENT ADVISOR

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

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

**********LEFT MARGIN CALLOUTS

**********END LEFT MARGIN CALLOUTS

FUNDAMENTAL INVESTMENT POLICIES

YEAR 2000 ISSUES

INVESTING WITH AMERICAN CENTURY

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

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

o minimum investment requirements
o exchange policies
o fund choices
o cutoff time for investments

**********LEFT MARGIN CALLOUTS

o FINANCIAL INTERMEDIARIES include banks, broker-dealers, insurance companies
and investment advisors.

**********END LEFT MARGIN CALLOUTS

ABUSIVE TRADING PRACTICES
We do not permit market-timing or other abusive trading practices in our funds.

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

DISTRIBUTIONS

**********LEFT MARGIN CALLOUTS

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

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

**********END LEFT MARGIN CALLOUTS

TAXES

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

TAXABILITY OF DISTRIBUTIONS

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

Multiple Class Information

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

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

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

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

* share price at the beginning of the period
* investment income and capital gains or losses
* distributions of income and capital gains paid to shareholders
* share price at the end of the period

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

Total Return--the overall percentage of return of the fund, assuming the
reinvestment of all distributions

Expense Ratio--operating expenses as a percentage of average net assets

Net Income Ratio--net investment income as a percentage of average net assets

Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by PricewaterhouseCoopers LLP,
independent accountants. Their report is included in the fund's annual report
for the year ended February 29, 1999, which are incorporated by reference into
the Statement of Additional Information and are available upon request.

PRIME MONEY MARKET

[Financial Highlights to be provided in subsequent filing]

More information about the fund is contained in these documents:

You may obtain a copy of the SAI or annual and semiannual reports at no charge
by contacting American Century.

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

Investment Company Act File No. 811-0816
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

- --------------------------------------------------------------------------------
JUNE 1, 1999

AMERICAN CENTURY
INVESTMENT TRUST

PRIME MONEY MARKET FUND

This Statement of Additional Information adds to the discussion in the fund's
Prospectus, dated June 1, 1999, but is not a prospectus. If you would like a
copy of the Prospectus, please contact us at one of the addresses or phone
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.

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

Distributed by Funds Distributor, Inc.

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

THE FUND'S HISTORY....................................................1

FUND INVESTMENT GUIDELINES............................................1

DETAILED INFORMATION ABOUT THE FUND...................................2
Investment Strategies and Risks....................................2
Investment Policies................................................6
Temporary Defensive Measures.......................................7
Portfolio Turnover.................................................7

MANAGEMENT............................................................8
The Board of Trustees..............................................8
Officers..........................................................10

THE FUND'S PRINCIPAL SHAREHOLDERS....................................11

SERVICE PROVIDERS....................................................11
Investment Advisor................................................11
Transfer Agent and Administrator..................................13
Distributor.......................................................13

OTHER SERVICE PROVIDERS..............................................14

BROKERAGE ALLOCATION.................................................14

INFORMATION ABOUT FUND SHARES........................................14
Buying and Selling Fund Shares....................................16
Valuation of a Fund's Securities..................................17

TAXES................................................................17

HOW FUND PERFORMANCE INFORMATION IS CALCULATED.......................18

FINANCIAL STATEMENTS.................................................19

EXPLANATION OF FIXED-INCOME SECURITIES RATINGS.......................19
Bond Ratings......................................................19
Commercial Paper Ratings..........................................20
Note Ratings......................................................20

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 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.

- --------------------------------------------------------------- -----------
Inception
Fund-Class (Ticker Symbol) Date
- --------------------------------------------------------------- -----------
11/17/1993
Prime Money Market Fund--Investor Class (BPRXX)
Prime Money Market Fund --Advisor Class (N/A) 8/28/98
- --------------------------------------------------------------- -----------

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 2. 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.

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 "Risk
Factors and Investment Techniques," which begins on page 7.

<TABLE>
- --------------------------------------------------- --------------------------------------------------------------
Issuers Types of Obligations
- --------------------------------------------------- --------------------------------------------------------------
- --------------------------------------------------- --------------------------------------------------------------
<S> <C>
Domestic and foreign financial institutions Negotiable certificates of deposit, bankers' acceptances,
(e.g., banks, broker-dealers, insurance bank notes, and commercial paper (including floating-rate
companies, leasing and financing corporations) agency securities)
- --------------------------------------------------- --------------------------------------------------------------
- --------------------------------------------------- --------------------------------------------------------------
Domestic and foreign nonfinancial corporations Commercial paper and short-term corporate debt obligations
(including fixed- and variable-rate notes and bonds)
- --------------------------------------------------- --------------------------------------------------------------

- --------------------------------------------------- ---------------------------------------------------------------
Issuers Types of Obligations
- --------------------------------------------------- ---------------------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------------------
U.S. government and its agencies and U.S. Treasury bills, notes, bonds, and U.S. government agency
instrumentalities obligations (including floating-rate agency securities)
- --------------------------------------------------- ---------------------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------------------
Foreign governments and their agencies and Commercial paper and discount notes instrumentalities
instrumentalities
- --------------------------------------------------- ---------------------------------------------------------------
</TABLE>

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 intends 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.

<TABLE>
- ------------------ ----------------------- ----------------------- ------------------------ -----------------------
Moody's Investors Standard & Poor's Duff& Phelps, Inc. Fitch Investors
Service, Inc. Service, Inc.
- ------------------ ----------------------- ----------------------- ------------------------ -----------------------
- ------------------ ----------------------- ----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
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
- ------------------ ----------------------- ----------------------- ------------------------ -----------------------
</TABLE>

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 (a LOC) or irrevocable revolving
credit commitment (an IRC). Insurance support is provided in the form of a
surety bond.

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

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

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

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

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

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

Bank notes are senior unsecured promissory notes issued in the 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 may buy generally are not insured by the FDIC or
any other insurer.

U.S. Government Securities
The fund many 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.

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

Currently, the only securities held outside the United States in which the fund
expects to invest are EuroCDs, which are held in England. As a result, the
fund's exposure to these foreign investment risks is expected to be lower than
funds 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 6 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.

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 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, 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 Directors.

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
manager. 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.

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

With respect to securities eligible for resale under Rule 144A, the staff of the
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 funds has delegated the day-to-day function of determining the
liquidity of Rule 144A securities to the advisor. The board retains the
responsibility to monitor the implementation of the guidelines and procedures it
has adopted.

Since the secondary market for such securities is limited to certain qualified
institutional investors, the liquidity of such securities may be limited
accordingly and 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 a 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, electric and
telephone will each be considered a separate industry, and (d) personal credit
and business credit businesses will be considered separate industries.

<TABLE>
- ----------------- -----------------------------------------------------------------------------------------------
Subject Policies
- ----------------- -----------------------------------------------------------------------------------------------
<S> <C>
Senior The fund may not issue senior securities, except as permitted under the Investment Company
Securities 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 33-1/3%
of the fund's total assets would be lent to other parties, except, (i) through the purchase
of debt securities in accordance with its investment objective, policies and limitations or
(ii) by engaging in repurchase agreements with respect to portfolio securities.
- ----------------- -----------------------------------------------------------------------------------------------
Real Estate 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.
- ----------------- -----------------------------------------------------------------------------------------------

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 Policies
- ----------------- -----------------------------------------------------------------------------------------------
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 and The fund may not purchase or sell futures contracts or call options. This limitation does not
options 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.
- ----------------- -----------------------------------------------------------------------------------------------
</TABLE>

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' advisor; that is, they are not
employed by and have no financial interest in the advisor.

The individuals listed in the table below 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.; 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.

<TABLE>
- --------------------------- ---------- --------------------------------------------------------------------------
Position(s)
Name (Age) Held Principal Occupation(s)
Address With Fund During Past Five Years
- --------------------------- ---------- --------------------------------------------------------------------------
<S> <C> <C>
Albert A. Eisenstat (68) trustee General Partner, Discovery Venturers (venture capital firm, 1996 to
1665 Charleston Road present)
Mountain View, CA 94043 Independent Director, Commercial Metals Co. (1982 to present)
Independent Director, Sungard Data Systems (1991 to present)
Independent Director, Business Objects S/A (software & programming, 1994
to present)
- --------------------------- ---------- --------------------------------------------------------------------------
Ronald J. Gilson (52) trustee Charles J. Meyers Professor of Law and Business, Stanford Law School
1665 Charleston Road (since 1979)
Mountain View, CA 94043 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* (42) trustee President, Chief Operating Officer and Assistant Secretary, ACC
4500 Main Street Executive Vice President, Chief Operating Officer and Secretary, ACSC
Kansas City, MO 64111 and ACIS
- --------------------------- ---------- --------------------------------------------------------------------------
Myron S. Scholes (57) trustee Limited Partner, Long-Term Capital Management (since February 1999)
1665 Charleston Road Principal, Long-Term Capital Management (investment advisor, 1993 to
Mountain View, CA 94043 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 (69) trustee Ralph M. Parsons Professor of Law and Business, Stanford Law School
1665 Charleston Road (since 1972)
Mountain View, CA 94043 Director, RCM Capital Funds, Inc. (since 1994)
- --------------------------- ---------- --------------------------------------------------------------------------
Isaac Stein (51) trustee Director, Raychem Corporation (electrical equipment, since 1993)
1665 Charleston Road President, Waverley Associates, Inc. (private investment firm, since
Mountain View, CA 94043 1983)
Director, ALZA Corporation (pharmaceuticals, since 1987).
Trustee, Stanford University (since 1994)
Chairman, Stanford Health Services (since 1994)
- --------------------------- ---------- --------------------------------------------------------------------------
James E. Stowers III* (39) trustee, Chief Executive Officer and Director, ACC
4500 Main Street Chairman President, Chief Executive Officer and Director, ACSC and ACIS
Kansas City, MO 64111 of the Son of James E. Stowers, Jr.(founder0
Board
- --------------------------- ---------- --------------------------------------------------------------------------
Jeanne D. Wohlers (53) trustee Director and Partner, Windy Hill Productions, LP (edutainment software,
1665 Charleston Road 1994-present)
Mountain View, CA 94043 Director, Quintus Corporation, (automation solutions, 1995-present)
Vice President and Chief Financial Officer, Sybase, Inc. (software
company, 1988 to 1992)
- --------------------------- ---------- --------------------------------------------------------------------------

Committees
The Board has four committees to oversee specific functions of the Trust's operations. Information about
these committees appears in the table below:

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

Compensation of Trustees
The trustees also serve as trustees for six (6) American Century investment
companies other 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 funds are responsible
for paying such fees and expenses.

The table presented 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
from the
Total Compensation American Century
Name of Trustee from Family of Funds(2)
the Funds(1)
- ---------------------------- ---------------------- ---------------------
Albert A. Eisenstat $ $
Ronald J. Gilson $ $
Myron S. Scholes $ $
Kenneth E. Scott $ $
Isaac Stein $ $
Jeanne D. Wohlers $ $
- ---------------------------- ---------------------- ---------------------

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
trusteees under the American Cantury Mutual Funds Deferred Compensation Plan for
Non-Interested Directors and Trustees. The total amount deferred compensation
included in the preceding table is as follows:

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.

OFFICERS
Background information for the officers of the fund 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.

<TABLE>
- --------------------------- ---------- ---------------------------------------------------------------------------
Position(s)
Name (Age) Held Principal Occupation(s)
Address With Fund During Past Five Years
- --------------------------- ---------- ---------------------------------------------------------------------------
<S> <C> <C>
George A. Rio (43) President Executive Vice President and Director of Client Services, FDI (March 1998
4500 Main Street to present).
Kansas City, Missouri Senior Vice President and Senior Key Account Manager, Putnam Mutual Funds
64111 (June 1995 to March 1998)
Director Business Development, First Data Corporation (May 1994 to June
1995)
- --------------------------- ---------- ---------------------------------------------------------------------------
Christopher J. Kelley (34) Vice Vice President and Associate General Counsel, FDI (since July 1996)
4500 Main Street President Assistant Counsel, Forum Financial Group (April 1994 to July 1996)
Kansas City, MO 64111 Compliance Officer, Putnam Investments (1992 to April 1994)
- --------------------------- ---------- ---------------------------------------------------------------------------
Mary A. Nelson (34) Vice Vice President and Manager of Treasury Services and Administration, FDI,
4500 Main Street President (1994 to present)
Kansas City, Missouri Assistant Vice President and Client Manager, The Boston Company, Inc.
64111 (1989 to 1994)
- --------------------------- ---------- ---------------------------------------------------------------------------
David C. Tucker (40) Vice Senior Vice President and General Counsel, ACSC and ACIM (June 1998 to
4500 Main Street President 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, CPA (43) Vice Senior Vice President, Treasurer and Principal Accounting Officer, ACSC
4500 Main Street President
Kansas City, Missouri and
64111 Treasurer
- --------------------------- ---------- ---------------------------------------------------------------------------
Douglas A. Paul (52) Secretary Vice President and Associate General Counsel, ACSC
1665 Charleston Road and Vice
Mountain View, CA 94043 President
- --------------------------- ---------- ---------------------------------------------------------------------------
C. Jean Wade (35) Controller Controller--Fund Accounting, ACSC
4500 Main Street
Kansas City, MO 64111
- --------------------------- ---------- ---------------------------------------------------------------------------
Jon Zindel (31) Tax Director of Taxation, ACSC (since 1996)
4500 Main Street Officer Tax Manager, Price Waterhouse LLPC (1989 to 1996)
Kansas City, MO 64111
- --------------------------- ---------- ---------------------------------------------------------------------------
</TABLE>

THE FUND'S PRINCIPAL SHAREHOLDERS
As of May 28, 1999, the following companies were the record owners of more than
5% of a fund's outstanding shares. 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, own less than 1% of the fund's outstanding shares.

- ------------------ ------------------------------ ---------------- -----------
% of
Shares
Fund Shareholder # of Shares Out-standing
Held
- ------------------ ------------------------------ ---------------- -----------
Charles Schwab & Co. XXXX XXX%
101 Montgomery Street
San Francisco, CA 94101
- ------------------ ------------------------------ ---------------- -----------

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 fund 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 funds, 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 Category Assets Fee Rate
------------------- ---------------
>> Prime Money Market 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%
- ---------------------- ---------------

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

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

The management agreement provides that it may be terminated at any time without
payment of any penalty by the funds' Board of 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
funds 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 funds and also for other clients
advised by the advisor. Investment decisions for the funds and other clients are
made with a view to achieving their respective investment objectives after
consideration of such factors as their current holdings, availability of cash
for investment and the size of their investment generally. A particular security
may be bought or sold for only one client or fund, or in different amounts and
at different times for more than one but less than all clients or fund. In
addition, purchases or sales of the same security may be made for two or more
clients or fund on the same date. Such transactions will be allocated among
clients in a manner believed by the advisor to be equitable to each. In some
cases this procedure could have an adverse effect on the price or amount of the
securities purchased or sold by a fund.

The advisor may aggregate purchase and sale orders of the funds with purchase
and sale orders of its other clients when the advisor believes that such
aggregation provides the best execution for the fund. The fund's 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 funds' previous
investment advisory agreement with Benham Management Corporation.

UNIFIED MANAGEMENT FEES
- ------------------------- ----------------- ----------------- ------------------
Fund 1999 1998 1997
- ------------------------- ----------------- ----------------- ------------------
Prime Money Market
- ------------------------- ----------------- ----------------- ------------------

Other Advisory Relationships
In addition to managing the funds, the advisor also acts as an investment
advisor to xx 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 funds and of the advisor. The advisor pays
ACSC for such services.

Prior to August 1, 1997, the funds 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 August 31, 1997 and 1996, are indicated in the table below. Fee
amounts are net of expense limitations.

ADMINISTRATIVE FEES
- ------------------------------- ----------------- ------------------
Fund Fiscal 1997 Fiscal 1996
- ------------------------------- ----------------- ------------------
Prime Money Market
- ------------------------------- ----------------- ------------------
TRANSFER AGENT FEES
- ------------------------------- ----------------- ------------------
Fund Fiscal 1997 Fiscal 1996
- ------------------------------- ----------------- ------------------
Prime Money Market
- ------------------------------- ----------------- ------------------

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 funds. 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.

Independent Accountant
PricewaterhouseCoopers LLP is the independent accountant of the funds. The
address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th Floor, Kansas City,
Missouri 64105. As the independent accountant of the funds,
PricewaterhouseCoopers provides services including (1) audit of the annual
financial statements for each 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 funds and the advisor, the advisor
has the responsibility of selecting brokers and dealers to execute portfolio
transactions. In many transactions, the selection of the broker or dealer is
determined by the availability of the desired security and its offering price.
In other transactions, the selection of broker or dealer is a function of the
selection of market and the negotiation of price, as well as the broker's
general execution and operational and financial capabilities in the type of
transaction involved. The advisor will seek to obtain prompt execution of orders
at the most favorable prices or yields. The advisor may choose to purchase and
sell portfolio securities to and from dealers who provide services or research,
statistical and other information to the funds and to the advisor. Such
information or services will be in addition to and not in lieu of the services
required to be performed by the advisor, and the expenses of the advisor will
not necessarily be reduced as a result of the receipt of such supplemental
information.

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

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 (i.e., all funds') outstanding shares may be able to elect a Board of
Trustees. The Trust instituted dollar-based voting, meaning that the number of
votes you are entitled to is based upon the dollar amount of your investment.
The election of trustees is determined by the votes received from all Trust
shareholders without regard to whether a majority of shares of any one fund
voted in favor of a particular nominee or all nominees as a group.

Each shareholder has rights to dividends and distributions declared by the fund
he or she owns and to the net assets of such fund upon its liquidation or
dissolution proportionate to his or her share ownership interest in the fund.
Shares of each fund have equal voting rights, although each fund votes
separately on matters affecting that fund exclusively.

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 investment and other assets
held for each fund or class. Your rights as a shareholder are the same for all
funds or class 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 funds, shareholders
of each series or class of shares shall be entitled to receive, pro rata, all of
the assets less the liabilities of that series or class.

MULTIPLE CLASS STRUCTURE
The fund's 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 manager as Investor Class shareholders. As a
result, the manager 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 beginning on
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
that 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.

MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
As described in the Prospectus, the fund's Advisor Class of shares are also 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 funds' 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 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 are
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 funds 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) acting 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
subaccoutning 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
funds (such as proxies, shareholder reports, annual and semi-annual 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 funds.

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, on going 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 funds'
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 funds' 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 manager determines may be
paid for by the funds 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 the
American Century Investor Services Guide. 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 has
designated the following holiday closings for 1999: New Year's Day (observed),
Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day (observed).
Although the funds expect the same holiday schedule 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
are also 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 California income taxes to
the extent that it distributes substantially all of its net investment income
and net realized capital gains (if any) to shareholders. If a fund fails to
qualify as a regulated investment company, it will be liable for taxes,
significantly reducing its distributions to shareholders and eliminating
shareholders' ability to treat distributions of the funds in the manner they
were realized by the funds.

The fund may be subject to a 4% excise tax on a portion of its undistributed
income. To avoid the tax, the fund must distribute annually at least 98% of its
ordinary income (not taking into account any capital gains or losses) for the
calendar year and at least 98% of its capital gain net income and foreign
currency income for the 12-month period ending on October 31st of the calendar
year. Any dividend declared by the fund in October, November, or December of any
year and payable to shareholders of record on a specified date in such a month
shall be deemed to have been received by each shareholder on December 31st of
such year and to have been paid by the fund not later than December 31st of such
year, provided that such dividend is actually paid by the fund during January of
the following year.

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.

Yield quotations are based on the investment income per share earned during a
particular 30-day period, less expenses accrued during the period (net
investment income), and are computed by dividing the fund's net investment
income by its share price on the last day of the period according to the
following formula:

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

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

Total returns quoted in advertising and sales literature reflect all aspects of
a fund's return, including the effect of reinvesting dividends and capital gain
distributions (if any) and any change in the fund's NAV 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 funds' performance is
not constant over time, but changes from year-to-year, and that average annual
total returns represent averaged figures as opposed to actual year-to-year
performance.

In addition to average annual total returns, 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.

The fund's performance may be compared with the performance of other mutual
funds tracked by mutual fund rating services or with other indexes of market
performance. This may include comparisons with funds that, unlike 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 Services, Inc. or Morningstar, Inc.;
mutual fund rankings published in major, nationally distributed periodicals;
data provided by the Investment Company Institute; Ibbotson Associates, Stocks,
Bonds, Bills, and Inflation; major indexes of stock market performance; and
indexes and historical data supplied by major securities brokerage or investment
advisory firms. The fund also may utilize reprints from newspapers and magazines
furnished by third parties to illustrate historical performance.

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 manager
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' 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 Reports are
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.

<TABLE>
BOND RATINGS
- ---------- -------- -----------------------------------------------------------------------------------------------------
S&P Moody's Description
- ---------- -------- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
AAA Aaa These are the highest ratings assigned by S&P and Moody's to a debt obligation and indicates 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 and 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 is also
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 is
also 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 will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.
- ---------- -------- -----------------------------------------------------------------------------------------------------

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

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

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

More information about the fund is contained in the fund's 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 six-month fiscal period. The annual
and semiannual reports are incorporated by reference into this SAI. This means
that it is legally part of this SAI.

>> You can get the annual and semiannual reports for free and ask any
questions about the fund by contacting us at one of the addresses or phone
numbers listed below.

- ------------------------------------ -------------------------------------------
American Century Investments Institutional, Corporate, Keogh,
P.O. Box 419200 SEP/SARSEP, SIMPLE and 403(b) Services
Kansas City, Missouri 64141-6200 1-800-345-3533

www.americancentury.com Telecommunications Device for Deaf
1-800-634-4113 or 816-444-3485
Investor Services
1-800-345-2021 or 816-531-5575 Fax
816-340-7962
Automated Information Line
1-800-345-8765
- ------------------------------------ -------------------------------------------

>> If you own or are considering purchasing fund shares through

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

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

>> You can also get information about the fund from the SEC.

o In person. Go to the SEC's Public Reference Room in Washington, D.C.
Call 1-800-SEC-0330 for information about location and hours of
operation.

o On the internet. Go to www.sec.gov.

o By mail. Write to Public Reference Section of the Securities and
Exchange Commission, Washington, D.C. 20549-6009. The SEC will charge a
fee for copying the documents you request.

Investment Company Act File No. 811-XXXX
<PAGE>
AMERICAN CENTURY INVESTMENT TRUST

PART C OTHER INFORMATION

Item 23. Exhibits

(a) Amended and Restated Declaration of Trust, dated March 9, 1998,
and amended March 1, 1999 is included herein.

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

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

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

(2) Advisor Class Investment Management Agreement between
American Century Investment Trust and American Century Investment
Management, Inc., dated August 1, 1997 and amended as of June 1,
1998 (filed electronically as an Exhibit to Post-Effective
Amendment No. 6 on Form N-1A on May 13, 1998, File No. 33-65170).

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

(2) Amendment No. 1 to Distribution Agreement between American
Century Investment Trust and Funds Distributor, Inc., dated June
1, 1998 (filed electronically as an Exhibit to Post-Effective
Amendment No. 24 on Form N-1A on June 29, 1998, File No.
33-19589).

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

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

(f) Not applicable.

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

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

(i) Opinion and Consent of Counsel is included herein.

(j) (1) Consent of PricewaterhouseCoopers LLP to be filed by
amendment.

(2) Power of Attorney dated December 18, 1998 is included herein.

(k) Not applicable.

(l) Not applicable.

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

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

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

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

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

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

None.

Item 25. Indemnification.

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

Registrant hereby incorporates by reference, as though set forth fully
herein, Article II, Section 16 of the Registrant's Amended and
Restated Bylaws, dated March 9, 1998, appearing as Exhibit (b) to
Post-Effective Amendment No. 6 filed on May 13, 1998).

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

Item 26. Business and Other Connections of Investment Advisor.

None.

Item 27. Principal Underwriters.

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

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

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

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

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

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

George A. Rio Executive Vice President President, Principal Executive
and Principal Financial Officer

Donald R. Roberson Executive Vice President none

William S. Nichols Executive Vice President none

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

Michael S. Petrucelli Senior Vice President none

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

Paula R. David Senior Vice President none

Gary S. MacDonald Senior Vice President none

Judith K. Benson Senior Vice President none

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

Item 28. Location of Accounts and Records.

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

Item 29. Management Services.

Not applicable.

Item 30. Undertakings.

Not applicable.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, American Century Investment Trust, the Registrant, has duly
caused this Post-Effective Amendment No. 7/Amendment No. 8 to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on the 1st day of
April, 1999.

AMERICAN CENTURY INVESTMENT TRUST (Registrant)

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

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 7/Amendment No. 8 has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Date
<S> <C> <C>
*George A. Rio President, Principal April 1, 1999
- --------------------------------- Executive and Principal
George A. Rio Financial Officer

*Maryanne Roepke Vice President, Treasurer April 1, 1999
- --------------------------------- and Principal Accounting
Maryanne Roepke Officer

*Albert A. Eisenstat Director April 1, 1999
- ---------------------------------
Albert A. Eisenstat

*Ronald J. Gilson Director April 1, 1999
- ---------------------------------
Ronald J. Gilson

*William M. Lyons Director April 1, 1999
- ---------------------------------
William M. Lyons

*Myron S. Scholes Director April 1, 1999
- ---------------------------------
Myron S. Scholes

*Kenneth E. Scott Director April 1, 1999
- ---------------------------------
Kenneth E. Scott

*Isaac Stein Director April 1, 1999
- ---------------------------------
Isaac Stein

*James E. Stowers III Director April 1, 1999
- ---------------------------------
James E. Stowers III

*Jeanne D. Wohlers Director April 1, 1999
- ---------------------------------
Jeanne D. Wohlers
</TABLE>
/s/Charles A. Etherington
*by Charles A. Etherington, Attorney in Fact (pursuant to a Power of Attorney
dated December 18, 1998).

EXHIBIT DESCRIPTION

EX-99.a1 Amended and Restated Declaration of Trust, dated June 16, 1993 and
amended May 31, 1995 is included herein.

EX-99.a2 Amendment to the Declaration of Trust dated October 21, 1996 (filed
as a part of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A of the Registrant, File No. 33-65170 filed on
May 13, 1998, and incorporated herein by reference).

EX-99.a3 Amendment to the Declaration of Trust dated May 1, 1998 (filed as a
part of Post-Effective Amendment No. 6 to the Registration Statement
on Form N-1A of the Registrant, File No. 33-65170 filed on May 13,
1998, and incorporated herein by reference).

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

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

EX-99.d2 Advisor Class Investment Management Agreement between American
Century Investment Trust and American Century Investment Management,
Inc., dated August 1, 1997 and amended as of June 1, 1998 (filed as
a part of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A of the Registrant, File No. 33-65170 filed on
May 13, 1998, and incorporated herein by reference).

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

EX-99.e2 Amendment No. 1 to Distribution Agreement between American Century
Investment Trust and Funds Distributor, Inc., dated June 1, 1998
(filed as a part of Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A of the American Century
Quantitative Equity Funds, File No. 33-19589, filed on June 29,
1998, and incorporated herein by reference).

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

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

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

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

EX-99.i Opinion and consent of counsel.

EX-99.j1 Consent of PricewaterhouseCoopers LLP to be filed by amendment.

EX-99.j2 Power of Attorney dated December 18, 1998.

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

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

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

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

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

AMERICAN CENTURY INVESTMENT TRUST

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
AS AMENDED THROUGH MARCH 9, 1998

<TABLE>
TABLE OF CONTENTS

<S> <C>
ARTICLE I NAME AND DEFINITIONS.......................................................1
Section 1. Name................................................................1
Section 2. Definitions.........................................................1

ARTICLE II PURPOSE OF TRUST..........................................................2

ARTICLE III SHARES...................................................................2
Section 1. Division of Beneficial Interest.....................................2
Section 2. Ownership of Shares.................................................2
Section 3. Investments in the Trust............................................3
Section 4. Status of Shares and Limitation of Personal Liability...............3
Section 5. Power of Trustees to Change Provisions Relating to Shares...........3
Section 6. Establishment and Designation of Series.............................4
Section 7. Indemnification of Shareholders.....................................6

ARTICLE IV THE TRUSTEES..............................................................6
Section 1. Number, Election and Tenure.........................................6
Section 2. Effect of Death, Resignation, etc. of a Trustee.....................7
Section 3. Powers..............................................................7
Section 4. Payment of Expenses by the Trust....................................9
Section 5. Payment of Expenses by Shareholders.................................9
Section 6. Ownership of Assets of the Trust...................................10
Section 7. Service Contracts..................................................10

ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS..................................11
Section 1. Voting Powers......................................................11
Section 2. Voting Power and Meetings..........................................11
Section 3. Quorum and Required Vote...........................................12
Section 4. Action by Written Consent..........................................12
Section 5. Record Dates.......................................................12
Section 6. Additional Provisions..............................................13

ARTICLE VI NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS..........................13
Section 1. Determination of Net Asset Value, Net Income, and Distributions....13
Section 2. Redemptions and Repurchases........................................13
Section 3. Redemptions at the Option of the Trust.............................13

ARTICLE VII COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES....................14
Section 1. Compensation.......................................................14
Section 2. Limitation of Liability............................................14
Section 3. Indemnification....................................................14

ARTICLE VIII MISCELLANEOUS..........................................................14
Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice.........14
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety......15
Section 3. Liability of Third Persons Dealing with Trustees...................15
Section 4. Termination of Trust or Series.....................................15
Section 5. Merger and Consolidation...........................................16
Section 6. Filing of Copies, References, Headings.............................16
Section 7. Applicable Law.....................................................16
Section 8. Amendments.........................................................16
Section 9. Trust Only.........................................................16
Section 10. Use of the Name "Benham" and "American Century"...................17
</TABLE>

AMERICAN CENTURY INVESTMENT TRUST

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
(as amended through March 9, 1998)

AGREEMENT AND DECLARATION OF TRUST made at Palo Alto, California on the
13th day of June, 1993 and amended by the Trustees hereunder.

WHEREAS the Trustees desire and have agreed to manage all property
coming into their hands as trustees of a Massachusetts business trust in
accordance with the provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby direct that this Agreement and
Declaration of Trust be filed with the Secretary of The Commonwealth of
Massachusetts and do hereby declare that they will hold all cash, securities and
other assets, which they may form time to time acquire in any manner as Trustees
hereunder, IN TRUST, and manage and dispose of the same upon the following terms
and conditions for the pro rata benefit of the holders of Shares in this Trust.

ARTICLE I
NAME AND DEFINITIONS

SECTION 1. NAME
This Trust shall be known as the "American Century Investment Trust" and the
Trustees shall conduct the business of the Trust under that name or any other
name as they may from time to time determine.

SECTION 2. DEFINITIONS
Whenever used herein, unless otherwise required by the context or specifically
provided:

(a) The "Trust" refers to the Massachusetts business trust established by
this Agreement and Declaration of Trust, as amended from time to time;

(b) "Trustees" refers to the Trustees of the Trust named in Article IV
hereof or elected or appointed in accordance with such Article;

(c) "Shares" means the equal proportionate units of interest into which the
beneficial interest in the Trust property belonging to any Series of
the Trust (as the context may require) shall be divided from time to
time;

(d) "Shareholder" means a record owner of Shares;

(e) The "1940 Act" refers to the Investment Company Act of 1940 Act" refers
to the Investment Company Act of 1940 and the Rules and Regulations
thereunder, all as amended from time to time;

(f) The term "Commission" shall mean the United States Securities and
Exchange Commission;

(g) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time;

(h) "Bylaws" shall mean the Bylaws of the Trust as amended from time to
time;

(i) "Series Company" refers to the form of registered open-end investment
company described in Section 18(f)(2) of the 1940 Act or in any
successor statutory provision; and

(j) "Series" refers to each Series of Shares established and designated
under or in accordance with the provisions of Article III. Present and
future separate "Series" in the Trust may be referred to as
"Portfolios" and these terms may be used alternatively in future
publications and communications sent to investors.

(k) "Class" shall have the meaning prescribed in the Multiple Class Plan
dated August 1, 1997 as amended from time to time (the "Multiple Class
Plan").

ARTICLE II
PURPOSE OF TRUST

The purpose of the Trust is to provide investors a managed investment company
registered under the 1940 Act and investing one or more portfolios primarily in
securities and debt instruments.

ARTICLE III
SHARES

SECTION 1. DIVISION OF BENEFICIAL INTEREST
The beneficial interest in the Trust shall at all times be divided into an
unlimited number of Shares, without par value. Subject to the provisions of
Section 6 of this Article III, each Share shall have voting rights as provided
in Article V hereof, and holders of the Shares of any Series shall be entitled
to receive dividends, when and as declared with respect thereto in the manner
provided in Article VI, Section 1 hereof. No Shares shall have any priority or
preference over any other Share of the same Series with respect to dividends or
distributions upon termination of the Trust or of such Series made pursuant to
Article VIII, Section 4 hereof. All dividends and distributions shall be made
ratably among all Shareholders of a particular Series from the assets belonging
to such Series according to the number of Shares of such Series held of record
by each Shareholder on the record date for any dividend or on the date of
termination, as the case my be. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities issued by the
Trust or any Series. The Trustees may from time to time divide or combine the
Shares of any particular Series into a greater or lesser number of Shares of
that Series without thereby changing the proportionate beneficial interest of
the Shares of that Series in the assets belonging to that Series or in any way
affecting the rights of Shares of any other Series.

SECTION 2. OWNERSHIP OF SHARES
The ownership of Shares shall be recorded on the books of the Trust or a
transfer or similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the transfer of Shares of each Series and similar matters. The
record books of the Trust as kept by the Trust or any transfer or similar agent,
as the case may be, shall be conclusive as to who are the Shareholders of each
Series and as to the number of Shares of each Series held from time to time by
each.

SECTION 3. INVESTMENTS IN THE TRUST
The Trustees may accept investments in the Trust from such persons, at such
times, and on such terms and for such consideration as they from time to time
authorize.

SECTION 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the existence of
the Trust shall not operate to terminate the Trust, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the right of said deceased Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call for a partition
or division of the same or for an accounting , nor shall the ownership of Shares
constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power to bind
personally any Shareholders, nor, except as specifically provided herein, to
call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.

SECTION 5. POWER OF TRUSTEES TO CHANGE PROVISIONS RELATING TO SHARES
Notwithstanding any other provision of this Declaration of Trust and without
limiting the power of the Trustees to amend the Declaration of Trust as provided
elsewhere herein, the Trustees shall have the power to amend this Declaration of
Trust, at any time and from time to time, in such manner as the Trustees may
determine in their sole discretion, without the need for Shareholder action, so
as to add to, delete, replace or otherwise modify any provisions relating to the
Shares contained in this Declaration of Trust, provided that before adopting any
such amendment without Shareholder approval the Trustees shall determine that it
is consistent with the fair and equitable treatment of all Shareholders or that
Shareholder approval is not otherwise required by the 1940 Act or other
applicable law.

Without limiting the generality of the foregoing, the Trustees may, for the
above-stated purposes, amend the Declaration of Trust to:

(a) create one or more Series of Shares (in addition to any Series already
existing or otherwise) with such rights and preferences and such
eligibility requirements for investment therein as the Trustees shall
determine and reclassify any or all outstanding Shares as shares of
particular Series in accordance with such eligibility requirements;

(b) amend any of the provisions set forth in paragraphs (a) through (i) of
Section 6 of this Article III;

(c) combine one or more Series of Shares into a single Series on such terms
and conditions as the Trustees shall determine;

(d) change or eliminate any eligibility requirements for investment in
Shares of any Series, including without limitation, to provide for the
issue of Shares of any Series in connection with any merger or
consolidation of the Trust with another trust or company or any
acquisition by the Trust of part or all of the assets of another trust
or investment company;

(e) change the designation of any Series of Shares;

(f) change the method of allocating dividends among the various Series of
Shares;

(g) allocate any specific assets or liabilities of the Trust or any
specific items of income or expense of the Trust to one or more Series
of Shares; and

(h) specifically allocate assets to any or all Series of Shares or create
one or more additional Series of Shares which are preferred over all
other Series of Shares in respect of assets specifically allocated
thereto or any dividends paid by the Trust with respect to any net
income, however determined, earned from the investment and reinvestment
of any assets so allocated or otherwise and provide for any special
voting or other rights with respect to such Series.

SECTION 6. ESTABLISHMENT AND DESIGNATION OF SERIES
The establishment and designation of any Series of Shares shall be effective
upon resolution by a majority of the then Trustees, setting forth such
establishment and designation and the relative rights and preferences of such
Series, or as otherwise provided in such resolution. Such establishment and
designation shall be set forth in an amendment to this Declaration of Trust by
execution of a new Schedule A to this Declaration of Trust.

Shares of each Series established pursuant to this Section 6, unless otherwise
provided in the resolution establishing such Series or as modified by the
Multiple Class Plan, shall have the following rights and preferences:

(a) ASSETS BELONGING TO SERIES. All consideration received by the Trust for
the issue or sale of Shares of a particular Series, together with all
assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to that Series for all purposes,
subject only to the rights of creditors, shall be so recorded upon the
books of account of the Trust, and are herein referred to as "assets
belonging to" that Series. In the event that there are any assets,
income, earnings, profits and proceeds thereof, funds or payments which
are not readily identifiable as belonging to any particular Series
(collectively "General Assets"), the Trustees shall allocate such
General Assets to, between or among any one or more of the Series in
such manner and on such basis as they, in their sole discretion, deem
fair and equitable, and any General Assets to, between or among any one
or more of the Series in such manner and on such basis as they, in
their sole discretion, deem fair and equitable, and any General Asset
so allocated to a particular Series shall belong to that Series. Each
such allocation by the Trustees shall be conclusive and binding upon
the Shareholders of all Series for all purposes.

(b) LIABILITIES BELONGING TO SERIES. The assets belonging to each
particular Series shall be charged with the liabilities of the Trust in
respect to that Series and all expenses, costs, charges and reserves
attributable to that Series, and any general liabilities of the Trust
which are not readily identifiable as belonging to any particular
Series shall be allocated and charged by the Trustees to and among any
one or more of the Series in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges, and reserves so charged to a
Series are herein referred to as "liabilities belonging to" that
Series. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustee shall be conclusive and binding upon the
holders of all Series for all purposes. Under no circumstances shall
the assets allocated or belonging to any particular Series be charged
with liabilities attributable to any other Series. All persons who have
extended credit which has been allocated to particular Series, or who
have a claim or contract which has been allocated to any particular
Series, shall look only to the assets of that particular Series for
payment of such credit, claim, or contract.

(c) INCOME, DISTRIBUTIONS, AND REDEMPTIONS. The Trustees shall have full
discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as
capital; and each such determination and allocation shall be conclusive
and binding upon the Shareholders. Notwithstanding any other provision
of this Declaration, including, without limitation, Article VI, no
dividend or distribution (including, without limitation, Article VI,
any distribution paid upon termination of the Trust or of any Series)
with respect to, nor any redemption or repurchase of, the Shares of any
Series shall be effected by the Trust other than from the assets
belonging to such Series, nor, except as specifically provided in
Section 7 of this Article III, shall any Shareholder of any particular
Series otherwise have any right or claim against the assets belonging
to any other Series except to the extent that such Shareholder has such
a right or claim hereunder as a Shareholder of such other Series.

(d) VOTING. All Shares of the Trust entitled to vote on a matter shall vote
separately by Series. That is, the Shareholders of each Series shall
have the right to approve or disapprove matters affecting the Trust and
each respective Series as if the Series were separate companies. There
are, however, two exceptions to voting by separate Series. First, if
the 1940 Act requires all Shares of the Trust to be voted in the
aggregate without differentiation between the separate Series, then all
Series shall vote together. Second, if any matter affects only the
interests of some but not all Series, then only such affected Series
shall be entitled to vote on the matter.

(e) EQUALITY. All the Shares of each particular Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share
of any particular Series shall be equal to each other Share of that
Series.

(f) FRACTIONS. Any fractional Share of a Series shall carry proportionately
all the rights and obligations of a whole share of that Series,
including rights with respect to voting, receipt of dividends and
distributions, redemption of Shares and termination of the Trust.

(g) EXCHANGE PRIVILEGE. The Trustees shall have the authority to provide
that the holders of Shares of any Series shall have the right to
exchange said Shares for Shares of one or more other Series of Shares
in accordance with such requirements and procedures as may be
established by the Trustees.

(h) COMBINATION OF SERIES. The Trustees shall have the authority, without
the approval of the Shareholders of any Series unless otherwise
required by applicable law, to combine the assets and liabilities
belonging to any two or more Series into assets and liabilities
belonging to a single Series.

(i) ELIMINATION OF SERIES. At any time that there are no Shares outstanding
of any particular Series previously established and designated, the
Trustees may amend this Declaration of Trust to abolish that Series and
to rescind the establishment and designation thereof, such amendment to
be effected in the manner provided pursuant to Section 5 of this
Article III.

SECTION 7. INDEMNIFICATION OF SHAREHOLDERS
In case any Shareholder or former Shareholder shall be held to be personally
liable solely by reason of his or her being or having been a Shareholder and not
because of his or her acts or omissions or for some other reasons, the
Shareholder or former Shareholder (or his or her heirs, executors,
administrators, or other legal representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled out
of the assets of the Trust to be held harmless from and indemnified against all
loss and expense arising from such liability.

ARTICLE IV
THE TRUSTEES

SECTION 1. NUMBER, ELECTION AND TENURE
The number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by a majority of the Trustees, provided, however,
that the number of Trustees shall in no event be less than three nor more than
15. The Trustees may by vote of a majority of the remaining Trustees fill
vacancies in the Trustees or remove Trustees with or without cause by vote of a
majority of the Trustees who are "non-interested" persons (as defined in the
1940 Act) if the Trustee to be removed is a "non-interested" Trustee, or by vote
of the Trustees who are "interested persons" if the Trustee to be removed is an
"interested" Trustee. Each Trustee shall serve during the continued lifetime of
the Trust until he dies, resigns or is removed, or, if sooner, until the next
meeting of Shareholders called for the purpose of electing Trustees and until
the election and qualification of his successor, except, that Trustees who are
not "interested persons" or employees of American Century Companies, Inc. or its
affiliates shall retire at the end of the calendar year in which they shall have
reached the age of seventy-five (75) years. Any Trustee may resign at any time
by written instrument signed by him and delivered to any officer of the Trust or
to a meeting of the Trustees. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee resigning
and no Trustee removed shall have any right to any compensation for any period
following his resignation or removal, or any right to damages on account of such
removal. The Shareholders may fix the number of Trustees and elect Trustees at
any meeting of Shareholders called by the Trustees for that purpose.

SECTION 2. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
The death, declination, resignation, retirement, removal, or incapacity of the
Trustees, or any of them, shall not operate to annual the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1 the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees shall be conclusive evidence of such vacancy. In the
event of the death, declination, resignation, retirement, removal, or incapacity
of all the then Trustees within a short period of time and without the
opportunity for at least one disinterested Trustee being able to appoint
additional Trustees to fill vacancies, the Trust's investment advisor or
investment advisors jointly, if there is more than one, are empowered to appoint
new Trustees.

SECTION 3. POWERS
Subject to the provisions of this Declaration of Trust, the business of the
Trust shall be managed by the Trustees, and they shall have all powers necessary
or convenient to carry out that responsibility including the power to engage in
securities transactions of all kinds on behalf of the Trust. Without limiting
the foregoing, the Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the regulation and management of the affairs
of the Trust any may amend and repeal them to the extent that such Bylaws do not
reserve that right to the Shareholders; they may fill vacancies in or reduce the
number of Trustees, and may elect and remove such officers and appoint and
terminate such agents as they consider appropriate; they may appoint from their
own number and establish and terminate one or more committees consisting of two
or more Trustees which may exercise the powers and authority of the Trustees to
the extent that the Trustees determine; they may employ one or more custodians
of the assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or
systems for the central handling of securities or with a Federal Reserve Bank,
retain a transfer agent or a shareholder servicing agent, or both, provide for
the distribution of Shares by the Trust, through one or more principal
underwriters or otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian, transfer or Shareholder servicing agent, or principal
underwriter. Any determination as to what is in the interests of the Trust made
by the Trustees in good faith shall be conclusive. In construing the provisions
of this Declaration of Trust, the presumption shall be in favor of a grant of
power to the Trustees.

Without limiting the foregoing, the Trustees shall have power and authority:

(a) to invest and reinvest cash, to hold cast uninvested, and to subscribe
for, invest in, reinvest in, purchase or otherwise acquire, own, hold,
pledge, sell, assign, transfer, exchange, distribute, lend or otherwise
deal in or dispose of contracts for the future acquisition or delivery
of fixed income or other securities, and securities of every nature and
kind, including without limitation, all types of bonds, debentures,
stocks, negotiable or non-negotiable instruments, obligations,
evidences of indebtedness, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, bankers acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by
any and all persons, including, without limitation, states,
territories, and possessions of the United States and the District of
Columbia and any political subdivision, agency, or instrumentality of
the U.S. Government, any foreign government or any political
subdivision of the U.S. Government or any foreign government, or any
international instrumentality, or by any bank or savings institution,
or by any corporation or organization organized under the laws of the
United States or of any state, territory, or possession thereof, or by
any corporation or organization organized under any foreign law, or in
"when issued" contracts for any such securities, to change the
investments of the assets of the Trust; and to exercise any and all
rights, powers and privileges of ownership or interest in respect of
any and all such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with respect
thereto, with power to designate one or more persons, firms,
associations, or corporations to exercise any of said rights, powers,
and privileges in respect of any of said instruments;

(b) to sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
options with respect to or otherwise deal in any property rights
relating to any or all of the assets of the Trust;

(c) to vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Trustees shall deem proper;

(d) to exercise powers and rights of subscription or otherwise which in any
manner arise out of ownership of securities;

(e) to hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in its own
name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise;

(f) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security
which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer;
and to pay calls or subscriptions with respect to any security held in
the Trust;

(g) to join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such
committee, depositary or trustee, and to delegate to them such power
and authority with relation to any security (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to
agree to pay, and to pay, such portion of the expenses and compensation
of such committee, depositary or trustee as the Trustees shall deem
proper;

(h) to compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not
limited to claims for taxes;

(i) to enter into joint ventures, general or limited partnerships and any
other combinations or associations;

(j) to borrow funds or other property;

(k) to endorse or guarantee the payment of any notes or other obligations
of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;

(l) to purchase and pay for entirely out of Trust property such insurance
as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring
the assets of the Trust or payment of distributions and principal on
its portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, investment
advisors, principal underwriters, or independent contractors of the
Trust, individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such office or
position, or by reason of any action alleged to have been taken or
omitted by any such person as Trustee, officer, employee, agent,
investment advisor, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to
constitute negligence, whether or not the Trust would have the power to
indemnify such person against liability; and

(m) to pay pensions as deemed appropriate by the Trustees and to adopt,
establish and carry out pension, profit-sharing, share bonus, share
purchase, savings, thrift and other retirement, incentive and benefit
plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such retirement
and other benefits, for any or all of the Trustees, officers, employees
and agents of the Trust.

The Trustees shall not be limited to investing in obligations maturing before
the possible termination of the Trust. The Trustees shall not in any way be
bound or limited by any present or future law or custom in regard to investment
by fiduciaries. The Trustees shall not be required to obtain any court order to
deal with any assets of the Trust or take any other action hereunder.

SECTION 4. PAYMENT OF EXPENSES BY THE TRUST
The Trustees are authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of the principal and partly out of income, as
they deem fair, all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
investment advisor or manager, principal underwriter, auditors, counsel,
custodian, transfer agent, shareholder servicing agent, and such other agents or
independent contractors and such other expenses and charges as the Trustees may
deem necessary or proper to incur.

SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS
The Trustees shall have the power, as frequently as they may determine, to cause
each Shareholder, or each Shareholder of any particular Series, to pay directly,
in advance or arrears, for charges of the Trust's custodian or transfer,
Shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared
but unpaid dividends owed such Shareholder and/or by reducing the number of
shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due
from such Shareholder.

SECTION 6. OWNERSHIP OF ASSETS OF THE TRUST
Title to all of the assets of the Trust shall at all times be considered as
vested in the Trustees.

SECTION 7. SERVICE CONTRACTS
(a) Subject to such requirements and restrictions as may be set forth in
the Bylaws, the Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive advisory and/or management
services for the Trust or for any Series with American Century
Investment Management, Inc. or any other corporation, trust,
association or other organization (the "Advisor"); and any such
contract may contain such other terms as the Trustees may determine,
including without limitation, authority for the Advisor to determine
from time to time without prior consultation with the Trustees what
investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of the Trust shall be held uninvested
and to make changes in the Trust's investments.

(b) The Trustees may also, at any time and from time to time, contract with
any corporation, trust, association, or other organization, appointing
it exclusive or nonexclusive distributor or principal underwriter for
the Shares of any, some, or all of the Series. Every such contract
shall comply with such requirements and restrictions as may be set
forth in the Bylaws; and any such contract may contain such other terms
as the Trustees may determine.

(c) The Trustees are also empowered, at any time and from time to time, to
contract with any corporations, trust, associations, or other
organizations, appointing it or them the transfer agent(s) and/or
shareholders servicing agent(s) for the Trust or one or more of the
Series. Specifically, the Trustees are empowered to contract or join
with other investment companies managed by the Trust's investment
advisor to have transfer agency and/or shareholder servicing activities
performed jointly by such investment companies and their employees with
an appropriate allocation between the investment companies of the costs
and expenses of providing such services. Every such contract shall
comply with such requirements and restrictions as may be set forth in
the Bylaws or stipulated by resolution of the Trustees.

(d) The fact that:

(i) any of the Shareholders, Trustees, or officers of the Trust is
a shareholder, director, officer, partner, trustee, employee,
manager, advisor, principal underwriter, distributor or
affiliate or agent of or for any corporation, trust,
association, or other organization, or for any parent or
affiliate of any organization with which an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or
other agency contract may have been or may hereafter be made,
or that any such organization, or any parent or affiliate
thereof, is a Shareholder or has an interest in the Trust, or
that

(ii) any corporation, trust, association or other organization with
which an advisory or management contract or principal
underwriter's or distributor's contract, or transfer,
Shareholder servicing or other agency contract may have been
or may hereafter be made also has an advisory or management
contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other agency
contract with one or more other corporations, trusts,
associations, or other organizations, or has other business or
interests, shall not affect the validity of any such contract
or disqualify any Shareholder, Trustee or officer of the Trust
from voting upon or executing the same or create any liability
or accountability to the Trust or its Shareholders.

ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS

SECTION 1. VOTING POWERS
Subject to the provisions of Article III, Section 6(d), the Shareholders shall
have power to vote only (i) for the election of Trustees as provided in Article
IV, Section 1, (ii) to the same extent as the stockholders of a California
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a class action
on behalf of the Trust or the Shareholders, (iii) with respect to the
termination of the Trust or any Series to the extent and as provided in Article
VIII, Section 4, and (iv) with respect to such additional matters relating to
the Trust as may be required by this Declaration of Trust, the Bylaws or any
registration of the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable. A Shareholder of
each Series shall be entitled to one vote for each dollar of net asset value per
Share of such Series, on any matter on which such Shareholder is entitled to
vote and each fractional dollar amount shall be entitled to a proportionate
fractional vote. All references in this Declaration of Trust or the Bylaws to a
vote of, or the holders of, a percentage of Shares shall mean a vote of or the
holders of that percentage of total votes representing dollars of net asset
value of a Series or of the Trust, as the case may be. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. At any time when no
Shares of a Series are outstanding, the Trustees may exercise all rights of
Shareholders of that Series with respect to matters affecting that Series, take
any action required by law, this Declaration of Trust or the Bylaws to be taken
by the Shareholders.

SECTION 2. VOTING POWER AND MEETINGS
Meetings of the Shareholders may be called by the Trustees for the purpose of
electing Trustees as provided in Article IV, Section 1 and for such other
purposes as may be prescribed by law, by this Declaration of Trust or by the
Bylaws. Meetings of the Shareholders may also be called by the Trustees from
time to time for the purpose of taking action upon any other matter deemed by
the Trustees to be necessary or desirable. A meeting of Shareholders may be held
at any place designated by the Trustees. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees by mailing
such notice at least seven days before such meeting, postage prepaid, stating
the time and place of the meeting, to each Shareholder at the Shareholder's
address as it appears on the records of the Trust. Whenever notice of a meeting
is required to be given to a Shareholder under this Declaration of Trust or the
Bylaws, a written waiver thereof, executed before or after the meeting by such
Shareholder or his attorney thereunto authorized and filed with the records of
the meeting, shall be deemed equivalent to such notice.

SECTION 3. QUORUM AND REQUIRED VOTE
Except when a larger quorum is required by applicable law, by the Bylaws or by
this Declaration of Trust, forty percent (40%) of the Shares entitled to vote
shall constitute a quorum at a Shareholders' meeting. When any one or more
Series is to vote as a single class separate from any other Shares which are to
vote on the same matters as a separate class or classes, forty percent (40%) of
the Shares of each such Series entitled to vote shall constitute a quorum at a
Shareholders' meeting of that Series. Any meeting of Shareholders may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned within a reasonable time after the date set for the original meeting
without further notice. Subject to the provisions of Article III, Section 6(d),
when a quorum is present at any meeting, a majority of the Shares voted shall
decide any questions and a plurality shall elect a Trustee, except when a larger
vote is required by any provision of this Declaration of Trust or the Bylaws or
by applicable law.

SECTION 4. ACTION BY WRITTEN CONSENT
Any action taken by Shareholders may be taken without a meeting if Shareholders
holding a majority of the Shares entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express provision of this
Declaration of Trust or by the Bylaws) and holding a majority (or such larger
proportion as aforesaid) of the Shares of any Series entitled to vote separately
on the matter consent to the action in writing and such written consents are
filed with the records of the meetings of Shareholders. Such consent shall be
treated for all purposes as a vote taken at a meeting of Shareholders.

SECTION 5. RECORD DATES
For the purpose of determining the Shareholders of any Series who are entitled
to vote or act at any meeting or any adjournment thereof, the Trustees may from
time to time fix a time, which shall be not more than 75 days before the date of
any meeting of Shareholders, as the record date for determining the Shareholders
of such Series having the right to notice of and to vote at such meeting and any
adjournment thereof, and in such case only Shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date. For the purpose of determining the
Shareholders of any Series who are entitled to receive payment of any dividend
or of any other distribution, the Trustees may from time to time fix a date,
which shall be before the date for the payment of such dividend or such other
payment, as the record date for determining the Shareholders of such Series
having the right to receive such dividend or distribution. Without fixing a
record date the Trustees may for voting and/or distribution purposes close the
register or transfer books for one or more Series for all or any part of the
period between a record date and a meeting of Shareholders or the payment of a
distribution. Nothing in this section shall be construed as precluding the
Trustees from setting different record dates for different Series.

SECTION 6. ADDITIONAL PROVISIONS
The Bylaws may include further provisions for Shareholders' votes and meetings
and related matters.

ARTICLE VI
NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS

SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME, AND DISTRIBUTIONS
Subject to Article III, Section 6 hereof, the Trustees, in their absolute
discretion, may prescribe and shall set forth in the Bylaws or in a duly adopted
resolution of the Shares of any Series or net income attributable to the Shares
of any Series, or the declaration and payment of dividends and distributions on
the Shares of any Series, as they may deem necessary or desirable.

SECTION 2. REDEMPTIONS AND REPURCHASES
The Trust shall purchase such Shares as are offered by any Shareholder for
redemption, upon the presentation of a proper instrument of transfer together
with a request directed to the Trust or a person designated by the Trust that
the Trust purchase such Shares or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize; and the Trust will
pay therefor the net asset value thereof, as determined in accordance with the
Bylaws and applicable law, next determined under the 1940 Act. Payment for said
Shares shall be made by the Trust to the Shareholder within seven days after the
date on which the request is made in proper form. The obligation set forth in
this Section 2 is subject to the provision that in the event that any time the
New York Stock Exchange is closed for other than weekends or holidays, or if
permitted by the rules of the Commission, during periods when trading on the
Exchange is restricted or during any emergency which makes it impracticable for
the Trust to dispose of the investments of the applicable Series or to determine
fairly the value of the net assets belonging to such Series or during any other
period permitted by order of the Commission for the protection of investors,
such obligation may be suspended or postponed by the Trustees.

SECTION 3. REDEMPTIONS AT THE OPTION OF THE TRUST
The Trust shall have the right at its option and at any time to redeem Shares of
any Shareholder at the net asset value thereof as described in Section 1 of this
Article VI: (i) if at such time such Shareholder owns Shares of any Series
having an aggregate net asset value of less than an amount, not to exceed
$1,000, determined from time to time by the Trustees; or (ii) to the extent that
such Shareholder owns Shares equal to or in excess of a percentage determined
from time to time by the Trustees of the outstanding Shares of the Trust or of
any Series.

ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES

SECTION 1. COMPENSATION
The non-interested Trustees as such shall be entitled to reasonable compensation
from the Trust, and they may fix the amount of such compensation. Nothing herein
shall in any way prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and payment for the same
by the Trust.

SECTION 2. LIMITATION OF LIABILITY
The Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, manager or Principal Underwriter of
the Trust, nor shall any Trustee be responsible for the act or omission of any
other Trustee, but nothing herein contained shall protect any Trustee against
any liability to which he would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

Every note, bond, contract, instrument, certificate or undertaking and every
other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.

SECTION 3. INDEMNIFICATION
The Trustees shall be entitled and empowered to the fullest extent permitted by
law to purchase insurance for and to provide by resolution or in the Bylaws for
indemnification out of Trust assets for liability and for all expenses
reasonably incurred or paid or expected to be paid by a Trustee or officer in
connection with any claim, action, suit or proceeding in which he becomes
involved by virtue of his capacity or former capacity with the Trust. The
provisions, including any exceptions and limitations concerning indemnification,
may be set forth in detail in the Bylaws or in a resolution of the Trustees.

ARTICLE VIII
MISCELLANEOUS

SECTION 1. TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE
All persons extending credit to, contracting with or having any claim against
the Trust or any Series shall look only to the assets of the Trust, or, to the
extent that the liability of the Trust may have been expressly limited by
contract to the assets of a particular Series, only to the assets belonging to
the relevant Series, for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect any Trustee against
any liability to which such Trustee would otherwise be subject by reason or
wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee.

Every note, bond, contract, instrument, certificate or undertaking made or
issued on behalf of the Trust by the Trustees, by an officer or officers or
otherwise may include a notice that this Declaration of Trust is on file with
the Secretary of the Commonwealth of Massachusetts and may recite that the note,
bond, contract, instrument, certificate, or undertaking was executed or made by
or on behalf of the Trust or by them as Trustee or Trustees or as officer or
officers or otherwise and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust or upon the assets
belonging to the Series for the benefit of which the Trustees have caused the
note, bond, contract instrument, certificate or undertaking to be made or
issued, and may contain such further recital as he or they may deem appropriate,
but the omission of any such recital shall not operate to bind any Trustee or
Trustees or officer or officers or Shareholders or any other person
individually.

SECTION 2. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and shall be under no liability for
any act or omission in accordance with such advice or for failing to follow such
advice. The Trustees shall not be required to give any bond as such, nor any
surety if a bond is required.

SECTION 3. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES
No person dealing with the Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the Trustees or
to see to the application of any payments made or property transferred to the
Trust or upon its order.

SECTION 4. TERMINATION OF TRUST OR SERIES
Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by vote of at least
two-thirds (66-2/3%) of the Shares of each Series entitled to vote, voting
separately by Series, or by the Trustees by written notice to the Shareholders.
Any Series may be terminated at any time by vote of at least two-thirds
(66-2/3%) of the Shares of that Series or by the Trustees by written notice to
the Shareholders of that Series.

Upon termination of the Trust (or any Series, as the case may be), after paying
or otherwise providing for all charges, taxes, expenses and liabilities
belonging, severally, to each Series (or the applicable Series, as the case may
be), whether due or accrued or anticipated as may be determined by the Trustees,
the Trust shall, in accordance with such procedures as the Trustees consider
appropriate, reduce the remaining assets belonging, severally, to each Series
(or the applicable Series, as the case may be), to distributable form in cash or
shares or other securities, or any combination thereof, and distribute the
proceeds belonging to each Series or the applicable Series, as the case may be),
to the Shareholders of that Series, as a Series, ratably according to the number
of Shares of that Series held by the several Shareholders on the date of
termination.

SECTION 5. MERGER AND CONSOLIDATION
The Trustees may cause the Trust or one or more of its Series to be merged into
or consolidated with another Trust or company or the Shares exchanged under or
pursuant to any state or Federal statute, if any, or otherwise to the extent
permitted by law. Such merger or consolidation or share exchange must be
authorized by vote of a majority of the outstanding Shares of the Trust as a
whole or any affected Series, as may be applicable; provided that in all
respects not governed by statute or applicable law, the Trustees shall have
power to prescribe the procedure necessary or appropriate to accomplish a sale
of assets, merger or consolidation.

SECTION 6. FILING OF COPIES, REFERENCES, HEADINGS
The original or a copy of this instrument and of each amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each amendment hereto shall be filed by the Trust
with the Secretary of the Commonwealth of Massachusetts and with any other
governmental office where such filing may from time to time be required. Anyone
dealing with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such amendments have been made and as to any matters in
connection with the Trust hereunder; and, with the same effect as if it were the
original, may relay on a copy certified by an officer of the Trust to be a copy
of this instrument, or of any such amendments. In this instrument and in any
such amendment, references to this instrument, and all expressions like
"herein," "hereof" and "hereunder," shall be deemed to refer to this instrument
as amended or affected by any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a part hereof or control
or affect the meaning, construction or effect of this instrument. This
instrument may be executed in any number of counterparts each of which shall be
deemed an original.

SECTION 7. APPLICABLE LAW
This Agreement and Declaration of Trust is created under and is to be governed
by and construed and administered according to the laws of the Commonwealth of
Massachusetts. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.

SECTION 8. AMENDMENTS
This Declaration of Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees.

SECTION 9. TRUST ONLY
It is the intention of the Trustees to create only the relationship of Trustee
and beneficiary between the Trustees and each Shareholder from time to time. It
is not the intention of the Trustees to create a general partnership, limited
partnership, joint stock association, corporation, bailment, or any form of
legal relationship other than a trust. Nothing in this Agreement and Declaration
of Trust shall be construed to make the Shareholders, either by themselves or
with the Trustees, partners or members of a joint stock association.

SECTION 10. USE OF THE NAME "BENHAM" AND "AMERICAN CENTURY"
American Century Services Corporation ("ACSC") has consented to the use by the
Trust of the identifying words or names "Benham" and "American Century" in the
names of the Trust and/or its various Series. Such consent is conditioned upon
the employment of ACSC, its successors or any affiliate thereof, as the
Advisor/Investment Manager of the Trust. As between the Trust and itself, ACSC
controls the use of the name of the Trust insofar as such name contains "Benham"
and/or "American Century". The name or identifying words "Benham" and/or
"American Century" may be used from time to time in other connections and for
other purposes by ACSC or its affiliated entities. ACSC may require the Trust to
cease using "Benham" or "American Century" in the name of the Trust if the Trust
ceases to employ, for any reason, ACSC, an affiliate, or any successor as
Advisor/Investment Manager of the Trust.

IN WITNESS WHEREOF, a majority of the Trustees as aforesaid do hereto
set their hands this 9th day of March, 1998, as an amendment and restatement of
that Agreement and Declaration of Trust originally executed on the 13th day of
June, 1993.

TRUSTEES OF THE AMERICAN CENTURY INVESTMENT TRUST

/*/Albert A. Eisenstat 3/9/98 /*/Kenneth E. Scott 3/9/98
Albert A. Eisenstat Date Kenneth E. Scott Date

/*/Ronald J. Gilson 3/9/98 /*/Isaac Stein 3/9/98
Ronald J. Gilson Date Isaac Stein Date

/*/William M. Lyons 3/9/98 /*/James E. Stowers III 3/9/98
William M. Lyons Date James E. Stowers III Date

/*/Myron S. Scholes 3/9/98 /*/Jeanne D. Wohlers 3/9/98
Myron S. Scholes Date Jeanne D. Wohlers Date

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
(restated as of March 9, 1998)

SCHEDULE A

Pursuant to Article III, Section 6, the Trustees hereby establish and designate
the following Series as Series of the Trust (and the Classes thereof) with the
relative rights and preferences as described in Section 6:

- ------------------------------------ ------------ -------------------
Date of
Series Class Establishment
- ------------------------------------ ------------ -------------------
Prime Money Market Fund Investor 6/13/1993
- ------------------------------------ ------------ -------------------

This Schedule A shall supersede any previously adopted Schedule A to the
Declaration of Trust.

TRUSTEES OF THE AMERICAN CENTURY INVESTMENT TRUST

/*/Albert A. Eisenstat 3/1/99 /*/Kenneth E. Scott 3/1/99
Albert A. Eisenstat Date Kenneth E. Scott Date

/*/Ronald J. Gilson 3/1/99 /*/Isaac Stein 3/1/99
Ronald J. Gilson Date Isaac Stein Date

/*/William M. Lyons 3/1/99 /*/James E. Stowers III 3/1/99
William M. Lyons Date James E. Stowers III Date

/*/Myron S. Scholes 3/1/99 /*/Jeanne D. Wohlers 3/1/99
Myron S. Scholes Date Jeanne D. Wohlers Date

*By /*/Charles C.S. Park Date: March 1, 1999
Charles C.S. Park, Esq.
Pursuant to Power of Attorney dated December 18, 1998

CHARLES C.S. PARK
ATTORNEY AT LAW

1665 CHARLESTON ROAD
MOUNTAIN VIEW, CALIFORNIA 94043

TELEPHONE (650)965-8300
TELECOPIER (650)964-9591

April 1, 1999

American Century Investment Trust
American Century Tower
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

As counsel to American Century Investment Trust (the "Trust"), I am
generally familiar with its affairs. Based upon this familiarity, and upon the
examination of such documents as I deemed relevant, it is my opinion that the
shares of the Trust described in 1933 Act Post-Effective Amendment No. 7 and
1940 Act Amendment No. 8 to its Registration Statement on Form N-1A, to be filed
with the Securities and Exchange Commission on April 1, 1999, will, when issued,
be validly issued, fully paid and nonassessable.

For the record, it should be stated that I am an employee of American
Century Services Corporation, an affiliated corporation of American Century
Investment Management, Inc., the investment advisor of the Trust.

I hereby consent to the use of this opinion as an exhibit to
Post-Effective Amendment No. 7 and Amendment No. 8, referenced above.

Very truly yours,

/s/Charles C.S. Park
Charles C.S. Park

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, American Century
Investment Trust, hereinafter called the "Trust", and certain trustees and
officers of the Trust, do hereby constitute and appoint George A. Rio, David C.
Tucker, Douglas A. Paul, Charles A. Etherington, and Charles C.S. Park, and each
of them individually, their true and lawful attorneys and agents to take any and
all action and execute any and all instruments which said attorneys and agents
may deem necessary or advisable to enable the Trust to comply with the
Securities Act of 1933 and/or the Investment Company Act of 1940, as amended,
and any rules, regulations, orders, or other requirements of the United States
Securities and Exchange Commission thereunder, in connection with the
registration under the Securities Act of 1933 and/or the Investment Company Act
of 1940, as amended, including specifically, but without limitation of the
foregoing, power and authority to sign the name of the Trust in its behalf and
to affix its seal, and to sign the names of each of such trustees and officers
in their capacities as indicated, to any amendment or supplement to the
Registration Statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 and/or the Investment Company Act of 1940, as
amended, and to any instruments or documents filed or to be filed as a part of
or in connection with such Registration Statement; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Trust has caused this Power to be executed by
its duly authorized officers on this the 18th day of December, 1998.

AMERICAN CENTURY INVESTMENT TRUST

By:/*/ GEORGE A. RIO, President
GEORGE A. RIO, President

SIGNATURE AND TITLE

/*/GEORGE A. RIO /*/RONALD J. GILSON
GEORGE A. RIO RONALD J. GILSON
President, Principal Executive and Principal Trustee
Financial Officer

/*/MARYANNE ROEPKE /*/MYRON S. SCHOLES
MARYANNE ROEPKE MYRON S. SCHOLES
Vice President and Treasurer Trustee

/*/JAMES E. STOWERS, III /*/KENNETH E. SCOTT
JAMES E. STOWERS, III KENNETH E. SCOTT
Trustee Trustee

/*/WILLIAM M. LYONS /*/ISAAC STEIN
WILLIAM M. LYONS ISAAC STEIN
Trustee Trustee

/*/ALBERT A. EISENSTAT /*/JEANNE D. WOHLERS
ALBERT A. EISENSTAT JEANNE D. WOHLERS
Trustee Trustee

Attest:

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

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

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 1,409,239,662
<INVESTMENTS-AT-VALUE> 1,409,239,662
<RECEIVABLES> 1,906,726
<ASSETS-OTHER> 12,464,116
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,423,610,504
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,299,817
<TOTAL-LIABILITIES> 6,299,817
<SENIOR-EQUITY> 1,417,565,184
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,417,565,184
<SHARES-COMMON-PRIOR> 1,212,268,858
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (254,497)
<NET-ASSETS> 1,417,310,687
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 6,503,720
<NET-INVESTMENT-INCOME> 67,224,070
<REALIZED-GAINS-CURRENT> 24,038
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 67,248,108
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 67,224,070
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,330,994,339
<NUMBER-OF-SHARES-REDEEMED> 2,189,600,577
<SHARES-REINVESTED> 63,902,564
<NET-CHANGE-IN-ASSETS> 205,320,364
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,282,235
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,094,449
<AVERAGE-NET-ASSETS> 1,299,729,372
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>