AMERICAN CENTURY INVESTMENT TRUST, 485BPOS, 2000-06-30

AMERICAN CENTURY INVESTMENT TRUST
485BPOS, 2000-06-30

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

File No. 33-65170:

Pre-Effective Amendment No.___

Post-Effective Amendment No._10_

and/or

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

File No. 811-7822:

Amendment No._11_

(Check appropriate box or boxes.)

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

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

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

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

Approximate Date of Proposed Public Offering: July 1, 2000

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

[ ] immediately upon filing pursuant to paragraph (b)
[X] on July 1, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
--------------------------------------------------------------------------------

Your
AMERICAN CENTURY
prospectus

Prime Money Market Fund

INVESTOR CLASS
JULY 1, 2000

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.

Funds Distributor, Inc. and
American Century Investment
Services, Inc., Distributors

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

Dear Investor,

Planning and maintaining your investment portfolio is a big job. However, an
easy-to-understand Prospectus can make your work a lot less daunting. We hope
you'll find this Prospectus easy to understand, and more importantly, that it
gives you confidence in the investment decisions you have made or are soon to
make.

As you begin to read through this Prospectus, take a look at the table of
contents to understand how it is organized. The first four sections take a
close-up look at the fund.

An Overview of the Fund - Learn about fund goals, strategies and risks, and
who may or may not want to invest.

Fund Performance History - See how the fund performed from year to year.

Fees and Expenses - Find out about fund management fees and other expenses
associated with investing.

Objectives, Strategies and Risks - Take a more detailed look at the principal
investment objectives, strategies and risks presented in the Overview of the
Fund section.

As you continue to read, the Management section will acquaint you with the
fund management team, and Investing with American Century gives an overview
about how to invest and manage your account.

Share Price and Distributions, Taxes, and Financial Highlights wrap up the
Prospectus with important financial information you'll need to make an informed
decision.

Naturally, you may have questions about investing after you read through the
Prospectus. Our Web site, www.americancentury.com, offers information that could
answer many of your questions. Or, an Investor Relations Representative will be
happy to help weekdays, 7 a.m. to 7 p.m. and Saturdays, 9 a.m. to 2 p.m. Central
time. Give us a call at 1-800-345-2021.

Sincerely

/signature/

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

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

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

TABLE OF CONTENTS

An Overview of the Fund ................................................... 2
Fund Performance History .................................................. 3
Fees and Expenses ......................................................... 4
Objectives, Strategies and Risks .......................................... 5
Basics of Fixed-Income Investing .......................................... 6
Management ................................................................ 8
Investing with American Century ........................................... 9
Share Price and Distributions ............................................. 13
Taxes ..................................................................... 14
Multiple Class Information ................................................ 15
Financial Highlights ...................................................... 16

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

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This symbol highlights special information and helpful tips.

American Century Investments

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

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

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

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

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

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

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

* seeking some current income

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for long-term growth

* looking for the added security of FDIC insurance

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

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

2 American Century Investments 1-800-345-2021

FUND PERFORMANCE HISTORY

ANNUAL TOTAL RETURNS(1)

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

[data shown in bar chart]
Prime Money Market
1999 4.77%
1998 5.18%
1997 5.26%
1996 5.09%
1995 5.70%
1994 4.47%

(1) As of March 31, 2000, the end of the most recent calendar quarter, Prime
Money Market's year-to-date return was 1.35%.

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

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

AVERAGE ANNUAL TOTAL RETURNS

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

For the calendar year ended December 31, 1999 1 year 5 years Life of Fund(1)
--------------------------------------------------------------------------------
Prime Money Market 4.77% 5.20% 5.05%
90-day Treasury Bill Index 4.74% 5.11% 4.95%(2)

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

(2) Since November 30, 1993, the date closest to the fund's inception for which
data are available.

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

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For current performance information, including seven-day yield, please call us
at 1-800-345-2021 or visit us at www.americancentury.com.

www.americancentury.com American Century Investments 3

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

Management Distribution and Other Total Annual Fund
Fee(1) Service (12-b1) Fees Expenses(2) Operating Expenses
-----------------------------------------------------------------------------------------

Prime Money Market 0.60% None 0.00% 0.60%

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

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

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

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

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

4 American Century Investments 1-800-345-2021

OBJECTIVES, STRATEGIES AND RISKS

PRIME MONEY MARKET FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

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

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

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

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

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

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

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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. Details of the
fund's credit quality standards are described in the Statement of Additional
Information.

www.americancentury.com American Century Investments 5

BASICS OF FIXED-INCOME INVESTING

DEBT SECURITIES

When a fund buys a debt security, also called a fixed-income security, it is
essentially lending money to the security's issuer. Notes, bonds, commercial
paper and debentures 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, liquidity and credit quality.

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

* determining which securities help a fund meet its maturity requirements

* identifying securities that satisfy a fund's credit quality standards

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

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

WEIGHTED AVERAGE MATURITY

Like most loans, debt securities eventually must be repaid, or refinanced, at
some date. This date is called the maturity date. The number of days left to a
debt security's maturity date is called the remaining maturity. The longer a
debt security's remaining maturity, generally 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 the debt securities the fund owns
to evaluate the interest rate sensitivity of the entire portfolio. This average
is weighted according to the size of the fund's individual holdings and is
called WEIGHTED AVERAGE MATURITY. The following chart shows how fund managers
would calculate the weighted average maturity for a fund that owned only two
debt securities.

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

TYPES OF RISK

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

INTEREST RATE RISK

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

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

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

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

6 American Century Investments 1-800-345-2021

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

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

CREDIT RISK

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

The fund managers do not invest solely on the basis of a security's credit
rating; they also consider other factors, including potential returns. Higher
credit ratings usually mean lower interest rate payments, so investors often
purchase securities that aren't the highest rated to increase return. If a fund
purchases lower-rated securities, it assumes additional credit risk.

LIQUIDITY RISK

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

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

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Credit quality may be lower when the issuer has any of the following

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

www.americancentury.com American Century Investments 7

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

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

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

THE FUND MANAGEMENT TEAM

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

The portfolio manager who leads the team is identified below:

DENISE TABACCO

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

FUNDAMENTAL INVESTMENT POLICIES

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

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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 fund.
Among other provisions, the Code of Ethics prohibits portfolio managers and
other investment personnel from buying securities in an initial public offering
or profiting from the purchase and sale of the same security within 60 calendar
days. In addition, the Code of Ethics requires portfolio managers and other
employees with access to information about the purchase or sale of securities by
the fund to obtain approval before executing permitted personal trades.

8 American Century Investments 1-800-345-2021

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.

CONDUCTING BUSINESS IN WRITING

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

WAYS TO MANAGE YOUR ACCOUNT
--------------------------------------------------------------------------------

BY TELEPHONE

Investor Relations
1-800-345-2021

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

Automated Information Line
1-800-345-8765

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OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

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

www.americancentury.com

[graphic of computer]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Not available.

--------------------------------------------------------------------------------
BY MAIL OR FAX

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

Fax
816-340-7962

[graphic of an envelope]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Send written instructions or a redemption form to sell shares. Call a Service
Representative to request a form.

www.americancentury.com American Century Investments 9

A NOTE ABOUT MAILINGS TO SHAREHOLDERS

To reduce expenses and demonstrate respect for our environment, we will deliver
a single copy of most financial reports and prospectuses to investors who share
an address, even if the accounts are registered under different names. If you
would like to receive separate mailings, please call us and we will begin
individual delivery within 30 days. If you'd like to reduce mailbox clutter even
more, visit www.americancentury.com and sign up to receive these documents by
email. In most cases, we also will deliver account statements for all the
investors in a household in a single envelope.

YOUR GUIDE TO SERVICES AND POLICIES

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

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

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OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

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

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Please remember, if you request redemptions by wire, $10 will be deducted from
the amount redeemed. Your bank also may charge a fee.

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OPEN AN ACCOUNT

Call to set up your account or mail a completed application to the address
provided in the "By mail" section. Give your bank the following information to
wire money.

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

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

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IN PERSON

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

4500 Main St. 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

10 American Century Investments 1-800-345-2021

MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
--------------------------------------------------------------------------------
Individual or Joint $2,500
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Traditional IRA $1,000
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Roth IRA $1,000
--------------------------------------------------------------------------------
Education IRA $500
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UGMA/UTMA $2,500
--------------------------------------------------------------------------------
403(b) $1,000(1)
--------------------------------------------------------------------------------
Qualified Retirement Plans $2,500(2)

(1) American Century will waive the minimum if you contribute at least $50 a
month in each fund you select or your plan contribution is less than $50 a
month and is invested in one fund.

(2) The minimum investment requirements may be different for some types of
retirement accounts.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

MODIFYING OR CANCELING AN INVESTMENT

Investment instructions are irrevocable. That means that once you have mailed or
otherwise transmitted your investment instruction, you may not modify or cancel
it. The fund reserves the right to suspend the offering of shares for a period
of time, and the fund reserves the right to reject any specific purchase order
(including purchases by exchange or conversion). Additionally, we may refuse a
purchase if, in our judgment, it is of a size that would disrupt the management
of a fund.

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.

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A redemption is the sale of all or a portion of the shares in an account,
including as part of an exchange to another American Century account.

www.americancentury.com American Century Investments 11

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 in cash. These
securities would be selected from the fund's portfolio by the fund managers. A
payment in securities can help the fund's remaining shareholders avoid tax
liabilities that they might otherwise have incurred had the fund sold securities
prematurely to pay the entire redemption amount in cash.

We will value these securities 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. Also, if payment is made in securities, a shareholder may have to
pay brokerage or other transaction costs to convert the securities to cash.

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 fund's annual report, semiannual
report and Statement of Additional Information are available from your
intermediary or plan sponsor.

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

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

American Century has contracts with certain financial intermediaries requiring
them to track the time investment orders are received and to comply with
procedures relating to the transmission of orders. The fund has authorized these
intermediaries to accept orders on the 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 the form
required by the intermediary on the fund's behalf.

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

12 American Century Investments 1-800-345-2021

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 closed
(including certain U.S. holidays), we do not calculate the NAV. A fund share's
NAV is the current value of the fund's assets, minus any liabilities, divided by
the number of fund shares outstanding.

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

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 investors in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means the fund will not be subject to state or
federal income tax on amounts distributed. The distributions generally consist
of dividends and interest received. The fund's dividends are declared and
available for redemption daily. The fund does not expect to have capital gains.
If it does, it will distribute them to shareholders when realized.

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

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

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[graphic of pointing finger]
A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

www.americancentury.com American Century Investments 13

TAXES

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

Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions

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

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

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

Distributions also may be subject to state and local taxes.

Because everyone's tax situation is unique, you may want to consult your tax
professional about federal, state and local tax consequences.

14 American Century Investments 1-800-345-2021

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 Advisor Class of shares primarily through
employer-sponsored retirement plans or through institutions like banks,
broker-dealers and insurance companies. It has different fees, expenses and/or
minimum investment requirements from 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 Advisor Class shares, call us at 1-800-345-3533. You also can
contact a sales representative or financial intermediary who offers that class
of shares.

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

www.americancentury.com American Century Investments 15

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

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

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* 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 - the operating expenses as a percentage of average net assets

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

The Financial Highlights for the fiscal years ended February 28, 2000, 1999 and
1998, have been audited by PricewaterhouseCoopers LLP, independent accountants.
Their report is included in the fund's annual report, which is incorporated by
reference into the Statement of Additional Information, and is available upon
request. Prior years' information was audited by other independent auditors,
whose report also is incorporated by reference into the Statement of Additional
Information.

16 American Century Investments 1-800-345-2021

PRIME MONEY MARKET FUND
Investor Class
For a Share Outstanding Throughout the Years Ended February 28 (except as noted)

Distributions
From Net Investment Income ....................... (0.05) (0.05) (0.05) (0.05) (0.06)
------------- ------------- ------------- ------------- -------------
Net Asset Value, End of Period ..................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============= ============= ============= ============= =============
Total Return(2) .................................. 4.92% 5.07% 5.29% 5.04% 5.60%

Ratios/Supplemental Data
2000(1) 1999 1998 1997 1996(1)

Ratio of Operating Expenses to Average Net Assets .. 0.60% 0.58% 0.50% 0.50% 0.48%
Ratio of Operating Expenses to Average Net Assets
(Before Expense Waiver) ............................ 0.60% 0.60% 0.63% 0.63% 0.62%
Ratio of Net Investment Income to Average Net Assets 4.81% 4.91% 5.17% 4.92% 5.43%
Ratio of Net Investment Income to Average Net Assets
(Before Expense Waiver) ............................ 4.81% 4.89% 5.04% 4.79% 5.29%
Net Assets, End of Period (in thousands) ........... $ 2,921,825 $ 2,851,880 $ 1,417,311 $ 1,211,990 $ 1,270,653

(1) Year ended February 29, 2000 and February 29, 1996, accordingly.

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

www.americancentury.com American Century Investments 17

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information (SAI)

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

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

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7822

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

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

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

0006
SH-PRS-20666

Your
AMERICAN CENTURY
prospectus

Prime Money Market Fund

ADVISOR CLASS
JULY 1, 2000

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.

Funds Distributor, Inc. and
American Century Investment
Services, Inc., Distributors

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

Dear Investor,

As you begin to read through this Prospectus, take a look at the table of
contents to understand how it is organized. The first four sections take a
close-up look at the fund.

An Overview of the Fund - Learn about fund goals, strategies and risks, and
who may or may not want to invest.

Fund Performance History - See how the fund performed from year to year.

Fees and Expenses - Find out about fund management fees and other expenses
associated with investing.

Objectives, Strategies and Risks - Take a more detailed look at the principal
investment objectives, strategies and risks presented in the Overview of the
Fund section.

As you continue to read, the Management section will acquaint you with the
fund management team, and Investing with American Century gives an overview
about how to invest and manage your account.

Share Price and Distributions, Taxes, and Financial Highlights wrap up the
Prospectus with important financial information you'll need to make an informed
decision.

Naturally, you may have questions about investing after you read through the
Prospectus. Our Web site, www.americancentury.com, offers information that could
answer many of your questions. Or, a Service Representative will be happy to
help weekdays, 8 a.m. to 5:30 p.m. Central time. Give us a call at
1-800-345-3533.

Sincerely,

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

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

American Century
Investments

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

TABLE OF CONTENTS
An Overview of the Fund ................................................... 2
Fund Performance History .................................................. 3
Fees and Expenses ......................................................... 4
Objectives, Strategies and Risks .......................................... 5
Basics of Fixed-Income Investing .......................................... 6
Management ................................................................ 8
Investing with American Century ........................................... 9
Share Price and Distributions ............................................. 11
Taxes ..................................................................... 12
Multiple Class Information ................................................ 13
Financial Highlights ...................................................... 14
Performance Information of Other Class .................................... 16

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

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

American Century Investments

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

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

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

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

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

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

* seeking some current income

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for long-term growth

* looking for the added security of FDIC insurance

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

2 American Century Investments 1-800-345-3533

FUND PERFORMANCE HISTORY

PRIME MONEY MARKET FUND

ANNUAL TOTAL RETURNS(1)

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

[data shown in bar chart]
1999 4.51%

(1) As of March 31, 2000, the end of the most recent calendar quarter, Prime
Money Market's year-to-date return was 1.29%

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

Highest Lowest
--------------------------------------------------------------------------------
Prime Money Market 1.29% (1Q 2000) 1.04% (2Q 1999)

AVERAGE ANNUAL TOTAL RETURNS

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

For the calendar year ended December 31, 1999 1 year Life of Fund(1)
------------------------------------------------------------------------------
Prime Money Market 4.51% 4.57%
90-day Treasury Bill Index 4.74% 4.68%(2)

(1) The inception date for Prime Money Market Advisor Class is August 28, 1998

(2) Since August 31, 1998, the date closest to the class's inception for which
data are available.

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

[graphic of pointing finger]
For current performance information, us at 1-800-345-3533 or visit us at
www.americancentury.com.

www.americancentury.com American Century Investments 3

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

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

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

(2) The 12b-1 fee is designed to permit investors to purchase Advisor Class
shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the advisor, and a portion is used to
compensate them for distribution and other shareholder services. For more
information, see Service and Distribution Fees, page 13.

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

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

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

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

4 American Century Investments 1-800-345-3533

OBJECTIVES, STRATEGIES AND RISKS

PRIME MONEY MARKET FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

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 OBJECTIVE?

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.

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

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

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www.americancentury.com American Century Investments 5

BASICS OF FIXED-INCOME INVESTING

DEBT SECURITIES

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

* determining which securities help a fund meet its maturity requirements

* identifying securities that 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

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

TYPES OF RISK

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

Interest Rate Risk

[left margin]

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

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

6 American Century Investments 1-800-345-3533

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

Credit Risk

Liquidity Risk

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

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

www.americancentury.com American Century Investments 7

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF TRUSTEES

THE INVESTMENT ADVISOR

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified management fee of 0.35% of the average net assets of
the Advisor Class shares of the fund. The rate of the management fee for a fund
is determined monthly on a class-by-class basis 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 manager who leads the team is identified below:

DENISE TABACCO

FUNDAMENTAL INVESTMENT POLICIES

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[graphic of pointing finger]
CODE OF ETHICS

8 American Century Investments 1-800-345-3533

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

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

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

www.americancentury.com American Century Investments 9

MODIFYING OR CANCELING AN INVESTMENT

ABUSIVE TRADING PRACTICES

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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

10 American Century Investments 1-800-345-3533

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

DISTRIBUTIONS

[left margin]

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

www.americancentury.com American Century Investments 11

TAXES

Tax-Deferred Accounts

Taxable Accounts

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

Taxability of Distributions

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

Distributions also may be subject to state and local taxes.

Because everyone's tax situation is unique, you may want to consult your tax
professional about federal, state and local tax consequences.

12 American Century Investments 1-800-345-3533

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 through employer-sponsored retirement plans or through
institutions like banks, broker-dealers and insurance companies.

The Investor Class of shares has no up-front or deferred charges, commissions,
or 12b-1 fees. It also has different fees, expenses and/or minimum investment
requirements from the Advisor Class. The difference in the fee structures
between the classes is the result of their separate arrangements for shareholder
and distribution services and not the result of any difference in amounts
charged by the advisor for core investment advisory services. Accordingly, the
core investment advisory expenses do not vary by class. Different fees and
expenses will affect performance. For additional information concerning the
Investor Class shares, call us at 1-800-345-2021. 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 certain expenses associated with the distribution of their shares out of
fund assets. The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan,
the fund's Advisor Class pays an annual fee of 0.50% of Advisor Class average
net assets, half for certain shareholder and administrative services and half
for distribution services. The advisor, as paying agent for the fund, pays all
or a portion of such fees to the banks, broker-dealers and insurance companies
that make such shares available. Because these fees are paid out of the fund's
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges. For
additional information about the Plan and its terms, see Multiple Class
Structure - Master Distribution and Shareholder Services Plan in the Statement
of Additional Information.

www.americancentury.com American Century Investments 13

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 investors

* 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 - the operating expenses as a percentage of average net assets

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

The Financial Highlights for the fiscal years ended February 28, 2000 and 1999,
have been audited by PricewaterhouseCoopers LLP, independent accountants. Their
report is included in the fund's annual report, which is incorporated by
reference into the Statement of Additional Information, and is available upon
request.

14 American Century Investments 1-800-345-3533

PRIME MONEY MARKET FUND
Advisor Class

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

Per-Share Data
2000(1) 1999(2)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ................. $ 1.00 $ 1.00
--------- ---------
Income From Investment Operations
Net Investment Income .............................. 0.05 0.02
--------- ---------
Distributions
From Net Investment Income ......................... (0.05) (0.02)
--------- ---------
Net Asset Value, End of Period ....................... $ 1.00 $ 1.00
========= =========
Total Return(3) .................................... 4.66% 2.31%

Ratios/Supplemental Data
2000(1) 1999(2)
--------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets .... 0.85% 0.85%(4)
Ratio of Net Investment Income to Average Net Assets.. 4.56% 4.53%(4)
Net Assets, End of Period (in thousands) ............. $ 4,799 $ 3,215

(1) Year ended February 29, 2000.

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

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

(4) Annualized.

www.americancentury.com American Century Investments 15

PERFORMANCE INFORMATION OF OTHER CLASS

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

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 investors

* 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 - the operating expenses as a percentage of average net assets

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

16 American Century Investments 1-800-345-3533

PRIME MONEY MARKET FUND
Investor Class

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

Per-Share Data
2000(1) 1999 1998 1997 1996(1)
--------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------ ------------ ------------
Income From Investment Operations
Net Investment Income ............................ 0.05 0.05 0.05 0.05 0.06
------------ ------------ ------------ ------------ ------------
Distributions
From Net Investment Income ....................... (0.05) (0.05) (0.05) (0.05) (0.06)
------------ ------------ ------------ ------------ ------------
Net Asset Value, End of Period ..................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ============ ============ ============ ============
Total Return(2) .................................. 4.92% 5.07% 5.29% 5.04% 5.60%

Ratios/Supplemental Data
2000(1) 1999 1998 1997 1996(1)

(1) Year ended February 29, 2000 and February 29, 1996, accordingly.

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

www.americancentury.com American Century Investments 17

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7822

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

American Century Investments
P.O. Box 419385
Kansas City, Missouri 64141-6385

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

0006
SH-PRS-20667

AMERICAN CENTURY
statement of
additional information

Prime Money Market Fund

JULY 1, 2000

American Century Investment Trust

THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUND'S
PROSPECTUS, DATED JULY 1, 2000, BUT IS NOT A PROSPECTUS. THE STATEMENT OF
ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FUND'S CURRENT
PROSPECTUS. IF YOU WOULD LIKE A COPY OF THE PROSPECTUS, PLEASE CONTACT US AT
ONE OF THE ADDRESSES OR TELEPHONE NUMBERS LISTED ON THE BACK COVER OR VISIT
AMERICAN CENTURY'S WEB SITE AT WWW.AMERICANCENTURY.COM.

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

Funds Distributor, Inc. and
American Century Investment
Services, Inc., Distributors

TABLE OF CONTENTS
The Fund's History ........................................................ 2
Fund Investment Guidelines ................................................ 2
Portfolio Composition ..................................................... 2
Fund Investments and Risk ................................................. 3
Investment Strategies and Risks ...................................... 3
Investment Policies .................................................. 8
Temporary Defensive Measures ......................................... 10
Management ................................................................ 10
The Board of Trustees ................................................ 10
Officers ............................................................. 14
Code of Ethics ....................................................... 15
The Fund's Principal Shareholders ......................................... 15
Service Providers ......................................................... 15
Investment Advisor ................................................... 15
Transfer Agent and Administrator ..................................... 18
Distributors ......................................................... 18
Other Service Providers ................................................... 19
Custodian Banks ...................................................... 19
Independent Accountants .............................................. 19
Brokerage Allocation ...................................................... 19
Information about Fund Shares ............................................. 19
Multiple Class Structure ............................................. 20
Buying and Selling Fund Shares ....................................... 22
Valuation of a Fund's Securities ..................................... 23
Taxes ..................................................................... 24
Federal Income Tax ................................................... 24
How Fund Performance Information Is Calculated ............................ 24
Performance Comparisons .............................................. 25
Permissible Advertising Information .................................. 25
Multiple Class Performance Advertising ............................... 26
Financial Statements ...................................................... 26
Explanation of Fixed-Income Securities Ratings ............................ 27
Bond Ratings ......................................................... 27
Commercial Paper Ratings ............................................. 28
Note Ratings ......................................................... 28

www.americancentury.com American Century Investments 1

THE FUND'S HISTORY

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

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

Fund-Class (Ticker Symbol) Inception Date
--------------------------------------------------------------------------------

Prime Money Market Fund Investor Class (BPRXX) 11/17/1993
--------------------------------------------------------------------------------

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

FUND INVESTMENT GUIDELINES

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

The fund is a diversified, open-end investment company as defined in the
Investment Company Act of 1940 (the Investment Company Act). Diversified means
that, with respect to 75% of its total assets, the fund will not invest more
than 5% of its total assets in the securities of a single issuer or own more
than 10% of the outstanding voting securities of a single issuer (other than the
U.S. government).

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

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

PORTFOLIO COMPOSITION

Eligible Investments

The fund buys high-quality (first-tier), U.S. dollar-denominated money market
instruments and other short-term obligations of banks, governments and
corporations. Some of the fund's possible investments are listed in the
following table. The obligations referenced in the table and the risks
associated with investing in them are described in Investment Strategies and
Risks, which begins on page 3.

2 American Century Investments 1-800-345-2021

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

Portfolio Investment Quality and Maturity Criteria

The fund managers follow regulatory guidelines on quality and maturity for the
fund's investments, which are designed to help maintain a stable $1.00 share
price. In particular, the fund: (1) buys only U.S. dollar-denominated
obligations with remaining maturities of 13 months or less (and variable- and
floating-rate obligations with demand features that effectively shorten their
maturities to 13 months or less); (2) maintains a dollar-weighted average
portfolio maturity of 90 days or less; (3) restricts its investments to
high-quality obligations determined by the advisor to present minimal credit
risks, pursuant to guidelines established by the Board of Trustees.

To be considered high-quality, an obligation must be one of the following: (1) a
U.S. government obligation; (2) rated (or issued by an issuer rated with respect
to a class of short-term debt obligations) within the two highest rating
categories for short-term debt obligations by at least two nationally recognized
statistical rating organizations (rating agencies) (or one if only one has rated
the obligation); (3) an unrated obligation judged by the advisor, pursuant to
guidelines established by the Board of Trustees, to be of comparable quality.

The fund managers intend to buy only obligations 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.

FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

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

Commercial Paper

www.americancentury.com American Century Investments 3

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

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

Highest Ratings Prime-1 A-1/A-1+ D-1/D-1+ F-1/F-1+
--------------------------------------------------------------------------------

Prime-2 A-2 D-2 F-2
--------------------------------------------------------------------------------

Prime-3 A-3 D-3 F-3
--------------------------------------------------------------------------------

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

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

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

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

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

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

Bank Obligations

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

CD Type Issuer
--------------------------------------------------------------------------------

Domestic Domestic offices of U.S. banks
--------------------------------------------------------------------------------

Yankee U.S. branches of foreign banks
--------------------------------------------------------------------------------

Eurodollar Issued in London by U.S., Canadian, European and Japanese
banks
--------------------------------------------------------------------------------

Schedule B Canadian subsidiaries of non-Canadian banks
--------------------------------------------------------------------------------

4 American Century Investments 1-800-345-2021

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

Bank notes are senior unsecured promissory notes issued in the United States by
domestic commercial banks.

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

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

U.S. Government Securities

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

U.S. Dollar-Denominated Foreign Securities

The fund invests exclusively in U.S. dollar-denominated instruments, some of
which may be issued by foreign entities as described in the table on page 4.
Consequently, the fund may be subject to risks different than those incurred by
a fund that invests only in debt obligations of domestic issuers.

Currently, the only securities held outside the United States in which the fund
expects to invest are EuroCDs, which are held in England. As a result, the
fund's exposure to these foreign investment risks is expected to be lower than
funds that invest more broadly in securities held outside the United States.
Regulatory limits specified in the section titled Portfolio Investment Quality
and Maturity Criteria on page 3 apply equally to securities of foreign and
domestic issuers.

Variable- and Floating-Rate Instruments

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

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

Although the fund typically limits its investments to securities with remaining
maturities of 13 months or less, it may invest in variable- and floating-rate
instruments that have nominal (or stated) maturities in excess of 13 months,
provided that such instruments (1) have demand features consistent with
regulatory requirements for money market funds, or (2) are securities issued by
the U.S. government or a U.S. government agency that meet certain regulatory
requirements for money market funds.

www.americancentury.com American Century Investments 5

Loan Participations

The fund may purchase loan participations, which represent interests in the cash
flow generated by commercial loans. Each loan participation requires three
parties: a participant (or investor), a lending bank and a borrower. The
investor purchases a share in a loan originated by a lending bank, and this
participation entitles the investor to a percentage of the principal and
interest payments made by the borrower.

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

Another concern is liquidity. Because there is no established secondary market
for loan participations, the fund's ability to sell them for cash is limited.
Some participation agreements place limitations on the investor's right to
resell the loan participation, even when a buyer can be found.

Repurchase Agreements

The fund may invest in repurchase agreements when they 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 managers will limit repurchase agreement transactions to securities
issued by the U.S. government, and its agencies and instrumentalities, and will
enter into such transactions with those banks and securities dealers who are
deemed creditworthy by the fund's advisor.

Repurchase agreements maturing in more than seven days would count toward the
fund's 10% limit on illiquid securities.

Reverse Repurchase Agreements

In a reverse repurchase agreement, the fund managers transfer 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.

6 American Century Investments 1-800-345-2021

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

Taxable Municipal Obligations

Taxable municipal obligations are state and local obligations whose interest
payments are subject to federal income tax because of the degree of
non-government involvement in the transaction or because federal tax code
limitations on the issuance of tax-exempt bonds that benefit private entities
have been exceeded. Some typical examples of taxable municipal obligations
include industrial revenue bonds and economic development bonds issued by state
or local governments to aid private enterprise. The interest on a taxable
municipal bond is often exempt from state taxation in the issuing state.

Portfolio Lending

In order to realize additional income, the fund managers may lend 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 managers 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, the
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 the 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, the 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.

www.americancentury.com American Century Investments 7

Restricted and Illiquid Securities

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

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

Because the secondary market for such securities is limited to certain qualified
institutional investors, the liquidity of such securities may be limited
accordingly and a fund may, from time to time, hold a Rule 144A or other
security that is illiquid. The fund will not acquire illiquid securities if, as
a result, illiquid securities would comprise more than 10% of the value of the
fund's net assets.

INVESTMENT POLICIES

Unless otherwise indicated, with the exception of the percentage limitations on
borrowing, the restrictions described below apply at the time a fund enters into
a transaction. 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 fundamental investment restrictions are listed below. These
investment restrictions may not be changed without approval of a majority of the
outstanding votes of the fund's investors, as determined in accordance with the
Investment Company Act.

8 American Century Investments 1-800-345-2021

Subject Policy
--------------------------------------------------------------------------------

Senior Securities The fund may not issue senior securities, except as permitted
under the Investment Company Act.
--------------------------------------------------------------------------------

Borrowing The fund may not borrow money, except for temporary or
emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of the fund's total assets
(including the amount borrowed) less liabilities (other than
borrowings).
--------------------------------------------------------------------------------

Lending The fund may not lend any security or make any other loan if,
as a result, more than 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 investing 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.
--------------------------------------------------------------------------------

For purposes of the investment restrictions relating to lending and borrowing,
the fund has received an exemptive order from the SEC regarding interfund
lending. Under the terms of the exemptive order, the fund may borrow money from
or lend money to other funds advised by ACIM that permit such transactions. All
such transactions will be subject to the limits set above for borrowing and
lending. The fund will borrow money through the program only when the costs are
equal to or lower than the cost of short-term bank loans. Interfund loans and
borrowing normally extend only overnight, but can have a maximum duration of
seven days. The fund will lend through the program only when the returns are
higher than those available from other short-term instruments (such as
repurchase agreements). The fund may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or
additional borrowing costs.

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

www.americancentury.com American Century Investments 9

Nonfundamental Investment Policies

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

Subject Policy
--------------------------------------------------------------------------------

Leveraging 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 options The fund may not purchase or sell futures contracts or
call options. This limitation does not apply to options
attached to, or acquired or traded together with, their
underlying securities, and does not apply to securities
that incorporate features similar to options or futures
contracts.
--------------------------------------------------------------------------------

Liquidity The fund may not purchase any security or enter into a
repurchase agreement if, as a result, more than 10% of its
net assets would be invested in repurchase agreements not
entitling the holder to payment of principal and interest
within seven days and in securities that are illiquid by
virtue of legal or contractual restrictions on resale or
the absence of a readily available market.
--------------------------------------------------------------------------------

Short Sales The fund may not sell securities short, unless it owns or
has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that
transactions in futures contracts and options are not
deemed to constitute selling securities short.
--------------------------------------------------------------------------------

Margin The fund may not purchase securities on margin, except to
obtain such short-term credits as are necessary for the
clearance of transactions, and provided that margin
payments in connection with futures contracts and options
on futures contracts shall not constitute purchasing
securities on margin.
--------------------------------------------------------------------------------

TEMPORARY DEFENSIVE MEASURES

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

* interest-bearing bank accounts or certificates of deposit

* U.S. government securities and repurchase agreements collateralized by U.S.
government securities

* other money market funds

MANAGEMENT

THE BOARD OF TRUSTEES

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

The individuals listed in the following table whose names are marked by an
asterisk (*) are interested persons of the fund (as defined in the Investment
Company Act) by virtue of, among other considerations, their affiliation with
either the fund; the advisor, American Century Investment Management, Inc.
(ACIM); the fund's agent for transfer and administrative services, American
Century Services Corporation (ACSC); the parent corporation, American Century
Companies, Inc. (ACC) or ACC's subsidiaries; the fund's distribution agent and
co-administrator, Funds Distributor, Inc. (FDI); the fund's other distribution
agent, American Century Investment Services, Inc. (ACIS) or other funds
American Century Investments 1-800-345-2021

10 American Century Investments 1-800-345-2021

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.

Position(s)
Name (Age) Held With Principal Occupation(s)
Address Fund During Past Five Years
--------------------------------------------------------------------------------
Albert A. Eisenstat (69) Trustee General Partner, Discovery Ventures
1665 Charleston Road (venture capital firm, 1996 to resent)
Mountain View, CA 94043 Independent Director, Sungard Data Systems
(1991 to present)
Independent Director, Business Object S/A
(software and programming, 1994 to present)
Independent Director, Commercial Metals Co.
(1982 to present)
--------------------------------------------------------------------------------
Ronald J. Gilson (53) Trustee Charles J. Meyers Professor of Law
1665 Charleston Road and Business, Stanford Law School
Mountain View, CA 94043 (1979 to present)
Marc and Eva Stern Professor of Law
and Business, Columbia University
School of Law (1992 to present)
Counsel, Marron, Reid & Sheehy
(a San Francisco law firm, 1984 to present)
--------------------------------------------------------------------------------
William M. Lyons* (44) Trustee President, Chief Operating Officer an
4500 Main Street Assistant Secretary, ACC;
Kansas City, MO 64111 Executive Vice President, Chief Operating
Officer, ACIM, ACSC, ACIS and 14
other ACC subsidiaries
Secretary, ACIM, ACSC, ACIS
and five other ACC subsidiaries
--------------------------------------------------------------------------------
Myron S. Scholes (59) Trustee Partner, Oak Hill Capital
1665 Charleston Road Management (1999 to present)
Mountain View, CA 94043 Principal, Long-Term Capital
Management (investment advisor,
1993 to January 1999)
Frank E. Buck Professor of Finance,
Stanford Graduate School of Business
(1981 to present)
Director, Dimensional Fund Advisors
(investment advisor, 1982 to present)
Director, Smith Breeden Family of Funds
(1992 to present)
--------------------------------------------------------------------------------
Kenneth E. Scott (71) Trustee Ralph M. Parsons Professor of Law and
1665 Charleston Road Business, Stanford Law School
Mountain View, CA 94043 (1972 to present)
Director, RCM Capital Funds, Inc.
(1994 to present)
--------------------------------------------------------------------------------
Isaac Stein (53) Trustee Director, Raychem Corporation
1665 Charleston Road (electrical equipment, 1993 to present)
Mountain View, CA 94043 President, Waverley Associates, Inc.
(private investment firm, 1983 to present)
Director, ALZA Corporation
(pharmaceuticals, 1987 to present)
Trustee, Stanford University
(1994 to present)
Chairman, Stanford Health Services
(1994 to present)

www.americancentury.com American Century Investments 11

Name (Age) Position(s) Held Principal Occupation(s)
Address With Fund During Past Five Years
--------------------------------------------------------------------------------

James E. Stowers III*(41) Trustee, Chief Executive Officer and Director, A
4500 Main Street Chairman of Chief Executive Officer, ACIM ACSC, ACIS
Kansas City, MO 64111 the Board and six other ACC subsidiaries
Director, ACIM, ACSC, ACIS and 11
other ACC subsidiaries
--------------------------------------------------------------------------------

Jeanne D. Wohlers (55) Trustee Director, Indus International (software
1665 Charleston Road solutions, January 1999 to present)
Mountain View, CA 94043 Director, Quintus Corporation,
(automation solutions, 1995 to present)
Director and Partner, Windy Hill
Productions, LP (educational software,
1994 to 1998)
--------------------------------------------------------------------------------

Committees
--------------------------------------------------------------------------------

The board has four standing committees to oversee specific functions of the
Trust's operations. Information about these committees appears below. The
trustee first named serves as chairman of the committee.

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

Quality of Isaac Stein The Quality of Service Committee reviews
Service Ronald J. Gilson the level and quality of transfer agent
William Lyons and administrative services provided to
Myron S. Scholes the fund and its shareholders. It receives
and reviews reports comparing those
services to fund competitors' services and
seeks to improve such services where
feasible and appropriate.
--------------------------------------------------------------------------------

12 American Century Investments 1-800-345-2021

Compensation of Trustees

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

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

AGGREGATE TRUSTEE COMPENSATION FOR FISCAL YEAR ENDED FEBRUARY 29, 2000
--------------------------------------------------------------------------------

Total Compensation Total from the American
Name of Trustee Compensation from the Fund(1) Century Family of Funds(2)
--------------------------------------------------------------------------------

Albert A. Eisenstat $11,979 $78,000

Ronald J. Gilson $12,540 $82,500

Myron S. Scholes $11,447 $73,750

Kenneth E. Scott $12,604 $83,000

Isaac Stein $12,256 $80,250

Jeanne D. Wohlers $11,895 $77,250
--------------------------------------------------------------------------------

(1) Includes compensation paid to the trustees during the fiscal year ended
February 29, 2000, and also includes amounts deferred at the election of the
trustees under the American Century Mutual Funds Deferred Compensation Plan
for Non-Interested Directors. The total amount of deferred compensation
included in the preceding table is as follows: Mr. Eisenstat, $11,979; Mr.
Gilson, $12,540; Mr. Scholes, $11,447; and Mr. Scott, $6,302.

(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 Mutual Funds Deferred Compensation
Plan for Non-Interested Directors. 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 is 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. To date, the fund has
voluntarily funded its obligations. 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 29, 2000.

www.americancentury.com American Century Investments 13

OFFICERS

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

Name (Age) Position(s) Held Principal Occupation(s)
Address With Fund During Past Five Years
--------------------------------------------------------------------------------

George A. Rio (45) President Executive Vice President and
4500 Main Street Director of Client Services, FDI
Kansas City, Missouri 64111 (March 1998 to present).
Senior Vice President and
Senior Key Account Manager,
Putnam Mutual Funds
(June 1995 to March 1998)
--------------------------------------------------------------------------------

Christopher J. Kelley (35) Vice President Vice President and Associate
4500 Main Street General Counsel, FDI
Kansas City, MO 64111 (July 1996 to present)
Assistant Counsel, Forum Financial
Group (April 1994 to July 1996)
--------------------------------------------------------------------------------

Mary A. Nelson (36) Vice President Vice President and Manager
4500 Main Street of Treasury Services and
Kansas City, Missouri 64111 Administration, FDI (1994 to
present)
--------------------------------------------------------------------------------

David C. Tucker (42) Vice President Senior Vice President and General
4500 Main Street Counsel, ACSC and ACIM
Kansas City, MO 64111 (June 1998 to present)
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 (44) Vice President Senior Vice President, Treasurer
4500 Main Street and Treasurer and Principal Accounting Officer,
Kansas City, Missouri 64111 ACSC
--------------------------------------------------------------------------------

Paul Carrigan Jr. (50) Secretary Secretary, ACC (February 1998 to
4500 Main Street present) Director of Legal Operations
Kansas City, MO 64111 (February 1996 to present)
Board Communications Manager,
The Benham Company
(April 1994 to January 1996)
--------------------------------------------------------------------------------

C. Jean Wade (36) Controller Vice President and Controller--
4500 Main Street Fund Accounting, ACSC
Kansas City, MO 64111
--------------------------------------------------------------------------------

Jon Zindel (33) Tax Officer Vice President of Taxation, ACSC
4500 Main Street (1996 to present)
Kansas City, MO 64111 Vice President, ACIM and 15 other
ACC subsidiaries (April 1999 to
present)
Treasurer, American Century
Ventures, Inc. (December 1999 to
present)
Tax Manager, Price Waterhouse LLP
(1989 to 1996)
================================================================================

14 American Century Investments 1-800-345-2021

CODE OF ETHICS

The fund, its investment advisor and principal underwriters have adopted codes
of ethics under Rule 17j-1 of the Investment Company Act. The codes of ethics
of the fund, its investment advisor and American Century Investment Services,
Inc., one of the fund's principal underwriters, permit access persons (personnel
who have access to portfolio transaction information) to invest in securities,
including securities that may be purchased or held by the fund, provided that
they first obtain approval from their appropriate compliance department before
making such investments. The code of ethics of FDI, the fund's other principal
underwriter, permits personnel subject to the code to invest in publicly traded
securities, without restrictions.

THE FUND'S PRINCIPAL SHAREHOLDERS

As of June 2, 2000, the following companies were the record owners of more than
5% of the outstanding shares of any class of the fund.

Fund Shareholder Percentage of Shares
Outstanding
--------------------------------------------------------------------------------

Prime Tourbend & Co. 64.4%
Advisor Class Westwood, Massachusetts
--------------------------------------------------------------------------------

The fund is unaware of any other shareholders, beneficial or of record, who own
more than 5% of any class of the fund's outstanding shares. As of June 2, 2000,
the officers and trustees of the fund, as a group, owned less than 1% of the
fund's outstanding shares.

SERVICE PROVIDERS

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

ACIM, ACSC and ACIS are 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

American Century Investment Management, Inc. (ACIM) serves as the investment
advisor of the fund. A description of the responsibilities of the advisor
appears in the Prospectus under the heading Management.

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

The schedules by which the unified management fee is determined are shown below.
The Investment Category Fees are determined according to the schedule below.

www.americancentury.com American Century Investments 15

INVESTMENT CATEGORY FEE SCHEDULE FOR PRIME MONEY MARKET
---------------------------------------------

Category Assets Fee Rate
---------------------------------------------

First $1 billion 0.3700%

Next $1 billion 0.3270%

Next $3 billion 0.2860%

Next $5 billion 0.2690%

Next $15 billion 0.2580%

Next $25 billion 0.2575%

Thereafter 0.2570%
---------------------------------------------

The Complex Fee is determined according to the schedules below.

INVESTOR CLASS COMPLEX FEE SCHEDULE
---------------------------------------------

Complex Assets Fee Rate
---------------------------------------------

First $2.5 billion 0.3100%

Next $7.5 billion 0.3000%

Next $15.0 billion 0.2985%

Next $25.0 billion 0.2970%

Next $50.0 billion 0.2960%

Next $100.0 billion 0.2950%

Next $100.0 billion 0.2940%

Next $200.0 billion 0.2930%

Next $250.0 billion 0.2920%

Next $500.0 billion 0.2910%

Thereafter 0.2900%
---------------------------------------------

ADVISOR CLASS COMPLEX FEE SCHEDULE
---------------------------------------------

Complex Assets Fee Rate
---------------------------------------------

First $2.5 billion 0.0600%

Next $7.5 billion 0.0500%

Next $15.0 billion 0.0485%

Next $25.0 billion 0.0470%

Next $50.0 billion 0.0460%

Next $100.0 billion 0.0450%

Next $100.0 billion 0.0440%

Next $200.0 billion 0.0430%

Next $250.0 billion 0.0420%

Next $500.0 billion 0.0410%

Thereafter 0.0400%
---------------------------------------------

On the first business day of each month, the fund pays a management fee to the
advisor for the previous month at the specified rate. The fee for the previous
month is calculated by multiplying the applicable fee for the fund by the
aggregate average daily closing value of a fund's net assets during the previous
month. This number is then multiplied 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).

16 American Century Investments 1-800-345-2021

The management agreement between the Trust and the advisor shall continue in
effect until the earlier of the expiration of two years from the date of its
execution or until the first meeting of shareholders following such execution
and for as long thereafter as its continuance is specifically approved at least
annually by

(1) the fund's Board of Trustees, or by the vote of a majority of outstanding
votes (as defined in the Investment Company Act) and

(2) by the vote of a majority of the trustees of the fund who are not parties to
the agreement or interested persons of the advisor, cast in person at a
meeting called for the purpose of voting on such approval.

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

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

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

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

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

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

Unified management fees incurred by the fund for the fiscal periods ended
February 29, 2000 and February 28, 1999 and 1998, are indicated below. Fee
amounts are net of amounts reimbursed or recouped under the fund's previous
investment advisory agreement with Benham Management Corporation.

www.americancentury.com American Century Investments 17

UNIFIED MANAGEMENT FEES
-------------------------------------------------------------------------------
Fund 2000 1999 1998
-------------------------------------------------------------------------------
Prime Money Market

Investor Class $17,315,823 $12,507,394(1) $3,925,254(2)
Advisor Class $14,868 5,038 N/A
-------------------------------------------------------------------------------

(1) $346,955 was waived.

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

INVESTMENT ADVISORY FEES
--------------------------------------------------------------------------------
Fund 1998
--------------------------------------------------------------------------------
Prime Money Market $766,252(1)
--------------------------------------------------------------------------------

(1) From March 1, 1997 to July 31, 1997, $785,248 was waived.

TRANSFER AGENT AND ADMINISTRATOR

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

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

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

ADMINISTRATIVE FEES
------------------------------------------------
Fund 1998(1)
------------------------------------------------
Prime Money Market

Investor Class $476,721
------------------------------------------------

TRANSFER AGENT FEES
------------------------------------------------
Fund 1998(1)
------------------------------------------------
Prime Money Market

Investor Class $765,989
------------------------------------------------

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

DISTRIBUTORS

The fund's shares are distributed by FDI and ACIS, both registered
broker-dealers. FDI is a wholly owned, indirect subsidiary of Boston
Institutional Group, Inc. and its principal business address is 60 State Street,
Suite 1300, Boston, Massachusetts 02109. ACIS is a wholly owned subsidiary of
ACC, and is located at 4500 Main Street, Kansas City, Missouri 64111.

The distributors are the principal underwriters of the fund's shares. The
distributors make a continuous, best-efforts underwriting of the fund's shares.
This means the distributors have no liability for unsold shares.

18 American Century Investments 1-800-345-2021

OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

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

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP are the independent accountants of the fund. The
address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th Floor, Kansas City,
Missouri 64105. As the independent accountants of the funds,
PricewaterhouseCoopers provides services including

(1) audit of the annual financial statements for the fund,

(2) assistance and consultation in connection with SEC filings, and

(3) review of the annual federal income tax return filed for the fund.

BROKERAGE ALLOCATION

The funds generally purchase and sell debt securities through principal
transactions, meaning the funds normally purchase securities directly from the
issuer or a primary market-maker acting as principal for the securities on a net
basis. The funds do not pay brokerage commissions on these transactions,
although the purchase price for debt securities usually includes an undisclosed
compensation. Purchases from underwriters or securities typically include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market-makers typically include a dealer's mark-up
(i.e., a spread between the bid and asked prices). During the fiscal years
ended February 29, 2000 and February 28, 1998 and 1999, the funds did not pay
any brokerage commissions.

INFORMATION ABOUT FUND SHARES

Prime Money Market Fund is a series of shares issued by the Trust, and shares of
the fund have equal voting rights. In addition, the series (or fund) may be
divided into separate classes. See Multiple Class Structure, which follows.
Additional funds and classes may be added without a shareholder vote.

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

Shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable for its obligations. However, the
Declaration of Trust contains an express disclaimer of shareholder liability for
acts or obligations of the Trust. The Declaration of Trust also provides for
indemnification and reimbursement of expenses of any shareholder held personally
liable for obligations of the Trust. The Declaration of Trust

www.americancentury.com American Century Investments 19

provides that the Trust will, upon request, assume the defense of any claim made
against any shareholder for any act or obligation of the Trust and satisfy any
judgment thereon. The Declaration of Trust further provides that the Trust may
maintain appropriate insurance (for example, fidelity, bonding, and errors and
omissions insurance) for the protection of the Trust, its shareholders,
trustees, officers, employees and agents to cover possible tort and other
liabilities. Thus, the risk of a shareholder incurring financial loss as a
result of shareholder liability is limited to circumstances in which both
inadequate insurance exists and the Trust is unable to meet its obligations.

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

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

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

MULTIPLE CLASS STRUCTURE

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

The Investor Class is made available to investors directly without any load or
commission, for a single unified management fee. The Institutional and Advisor
Classes are made available to institutional investors or through financial
intermediaries that do not require the same level of shareholder and
administrative services from the advisor as Investor Class investors. As a
result, the advisor is able to charge these classes a lower total management
fee. In addition to the management fee, however, Advisor Class shares are
subject to a Master Distribution and Shareholder Services Plan (described below)
. 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 fund's Advisor Class
have approved and entered into a Master Distribution and Shareholder Services
Plan, with respect to the Advisor Class (the Plan). The Plan is described below

In adopting the Plan, the Board of Trustees (including a majority of trustees
who are not interested persons of the funds [as defined in the Investment
Company Act], hereafter referred to as the independent trustees) determined
there was a reasonable likelihood that the Plan would benefit the fund and the
shareholders of the affected class. Pursuant to Rule 12b-1, information with
respect to revenues and expenses under the Plan is presented to the Board of
Trustees quarterly for its consideration in connection with its deliberations as
to the continuance of the Plan. Continuance of the Plan must be approved by the
Board of Trustees (including a majority of the independent trustees) annually.
The Plan may be amended by a vote of the Board of Trustees (including a majority
of the independent trustees), except that the Plan may not be amended to
materially increase the

20 American Century Investments 1-800-345-2021

amount to be spent for distribution without majority approval of the
shareholders of the affected class. The Plan terminates automatically in the
event of an assignment and may be terminated upon a vote of a majority of the
independent trustees or by vote of a majority of the outstanding voting
securities of the affected class.

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

Master Distribution and Shareholder Services Plan

As described in the Prospectus, the fund's Advisor Class shares are 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 fund's distributors enter into
contracts with various banks, broker-dealers, insurance companies and other
financial intermediaries with respect to the sale of the fund's shares and/or
the use of the fund's shares in various investment products or in connection
with various financial services.

Certain recordkeeping and administrative services that are provided by the
fund's transfer agent for the Investor Class shareholders may be performed by a
plan sponsor (or its agents) or by a financial intermediary for investors 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. During the fiscal year ended February 29, 2000, the aggregate amount
of fees paid under the plan was $21,760.

Payments may be made for a variety of shareholder services, including, but not
limited to,

(a) receiving, aggregating and processing purchase, exchange and redemption
requests from beneficial owners (including contract owners of insurance
products that utilize the funds as underlying investment media) of shares
and placing purchase, exchange and redemption orders with the fund's
distributor;

(b) providing investors 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 investors and
assisting investors 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 investors and/or other beneficial owners;

(g) issuing confirmations of transactions;

(h) providing subaccounting with respect to shares beneficially owned by
customers of third parties or providing the information to a fund as
necessary for such subaccounting;

(i) preparing and forwarding investor communications from the funds (such as
proxies, investor reports, annual and semiannual financial statements and
dividend, distribution and tax notices) to investors and/or other beneficial
owners; and

www.americancentury.com American Century Investments 21

(j) providing other similar administrative and sub-transfer agency 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.
During the fiscal year ended February 29, 2000, the amount of fees paid by the
fund under the Plan for shareholder services was $10,880.

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 not limited to,

(a) the payment of sales commissions, ongoing commissions and other payments to
brokers, dealers, financial institutions or others who sell Advisor Class
shares pursuant to selling agreements;

(b) compensation to registered representatives or other employees of the
distributors who engage in or support distribution of the funds' Advisor
Class shares;

(d) the printing of prospectuses, statements of additional information and
reports for other-than-existing shareholders;

(e) the preparation, printing and distribution of sales literature and
advertising materials provided to the fund's shareholders and prospective
shareholders;

(f) receiving and answering correspondence from prospective shareholders,
including distributing prospectuses, statements of additional information,
and shareholder reports;

(g) the providing of facilities to answer questions from prospective investors
about fund shares;

(h) complying with federal and state securities laws pertaining to the sale of
fund shares;

(i) assisting investors in completing application forms and selecting dividend
and other account options;

(j) the providing of other reasonable assistance in connection with the
distribution of fund shares;

(k) the organizing and conducting of sales seminars and payments in the form of
transactional and compensation or promotional incentives;

(l) profit on the foregoing;

(m) the payment of service fees for the provision of personal, continuing
services to investors, as contemplated by the Rules of Fair Practice of the
NASD; and

(n) such other distribution and services activities as the advisor determines
may be paid for by the fund pursuant to the terms of the agreement between
the corporation and the fund's distributor and in accordance with Rule 12b-1
of the Investment Company Act.

During the fiscal year ended February 29, 2000, the amount of fees paid by the
fund under the Plan for distribution services was $10,880.

BUYING AND SELLING FUND SHARES

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

22 American Century Investments 1-800-345-2021

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) each day the Exchange is
open for business. The Exchange usually closes at 4 p.m. Eastern time. The
Exchange typically observes the following holidays: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Although the fund expects
the same holidays to be observed in the future, the Exchange may modify its
holiday schedule at any time.

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

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

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

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

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

www.americancentury.com American Century Investments 23

TAXES

FEDERAL INCOME TAX

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

HOW FUND PERFORMANCE INFORMATION IS CALCULATED

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

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

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

Calculations of effective yield begin with the same base-period return used to
calculate yield, but the return is then annualized to reflect weekly compounding
according to the following formula:
[ 365/7]
Effective Yield = [(Base-Period Return + 1) ] - 1

For the seven-day period ended February 29, 2000, the fund's yield and effective
yield were 5.43% and 5.58% respectively.

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

Average annual total returns are calculated by determining the growth or decline
in value of a hypothetical historical investment in a fund during a stated
period and then calculating the annually compounded percentage rate that would
have produced the same result if the rate of growth or decline in value had been
constant throughout the period. For example, a cumulative total return of 100%
over 10 years would produce an average annual return of 7.18%, which is the
steady annual rate that would equal 100% growth on a compounded basis in 10
years. While average annual total returns are a convenient means of comparing
investment alternatives, investors should realize that the fund's performance is
not constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to actual year-to-year
performance.

24 American Century Investments 1-800-345-2021

AVERAGE ANNUAL TOTAL RETURNS (FISCAL YEAR ENDED FEBRUARY 29, 2000)
------------------------------------------------------------------------------------------------

Fund (Class) 1 year 5 years Life of Fund Inception Date
------------------------------------------------------------------------------------------------

Prime Money Market (Investor Class) 4.92% 5.18% 5.06% 11/17/1993
------------------------------------------------------------------------------------------------

Prime Money Market (Advisor Class) 4.66% N/A 4.65% 8/28/1998
------------------------------------------------------------------------------------------------

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.

PERFORMANCE COMPARISONS

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

PERMISSIBLE ADVERTISING INFORMATION

From time to time, the fund may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to investors:

(1) discussions of general economic or financial principles (such as the effects
of compounding and the benefits of dollar-cost averaging);

(2) discussions of general economic trends;

(3) presentations of statistical data to supplement such discussions;

(4) descriptions of the fund's past or anticipated portfolio holdings;

(5) descriptions of the fund's investment strategies;

www.americancentury.com American Century Investments 25

(6) descriptions or comparisons of various savings and investment products
(including, but not limited to, qualified retirement plans and individual
stocks and bonds), which may or may not include the fund;

(7) comparisons of investment products (including the fund) with relevant market
or industry indices or other appropriate benchmarks;

(8) discussions of fund rankings or ratings by recognized rating organizations;
and

(9) testimonials describing the experience of persons who have invested in the
fund. The fund also may include calculations, such as hypothetical
compounding examples, which describe hypothetical investment results. Such
performance examples will be based on an express set of assumptions and are
not indicative of the performance of the fund.

MULTIPLE CLASS PERFORMANCE ADVERTISING

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

FINANCIAL STATEMENTS

The financial statements of the fund are included in the annual report to
shareholders for the fiscal year ended February 29, 2000. The annual report is
incorporated herein by reference. You may receive copies of the report without
charge upon request to American Century at the address and telephone number
shown on the back cover of this Statement of Additional Information.

26 American Century Investments 1-800-345-2021

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.

BOND RATINGS
--------------------------------------------------------------------------------

S&P Moody's Description
--------------------------------------------------------------------------------

AAA Aaa These are the highest ratings assigned by S&P and Moody's to
a debt obligation. They indicate an extremely strong capacity
to pay interest and repay principal.
--------------------------------------------------------------------------------

AA Aa Debt rated in this category is considered to have a very
strong capacity to pay interest and repay principal. It
differs from AAA/Aaa issues only in a small degree.
--------------------------------------------------------------------------------

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

BBB Baa Debt rated BBB/Baa is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal
for debt in this category than in higher-rated categories.
--------------------------------------------------------------------------------

BB Ba Debt rated BB/Ba has less near-term vulnerability to default
than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business,
financial or economic conditions that could lead to
inadequate capacity to meet timely interest and principal
payments. The BB rating category also is used for debt
subordinated to senior debt that is assigned an actual or
implied BBB-rating.
--------------------------------------------------------------------------------

B B Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category also
is used for debt subordinated to senior debt that is assigned
an actual or implied BB/Ba or BB-/Ba3 rating.
--------------------------------------------------------------------------------

CCC Caa Debt rated CCC/Caa has a currently identifiable vulnerability
to default and is dependent upon favorable business,
financial and economic conditions to meet timely payment of
interest and repayment of principal. In the event of adverse
business, financial or economic conditions, it is not likely
to have the capacity to pay interest and repay principal. The
CCC/Caa rating category also is used for debt subordinated to
senior debt that is assigned an actual or implied B or B-/B3
rating.
--------------------------------------------------------------------------------

CC Ca The rating CC/Ca typically is applied to debt subordinated to
senior debt that is assigned an actual or implied CCC/Caa
rating.
--------------------------------------------------------------------------------

C C The rating C typically is applied to debt subordinated to
senior debt, which is assigned an actual or implied CCC-/Caa3
debt rating. The C rating may be used to cover a situation
where a bankruptcy petition has been filed, but debt service
payments are continued.
--------------------------------------------------------------------------------

CI - The rating CI is reserved for income bonds on which no
interest is being paid.
--------------------------------------------------------------------------------

D D Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not
made on the date due even if the applicable grace period has
not expired, unless S&P believes that such payments will be
made during such grace period. The D rating also is used
upon the filing of a bankruptcy petition if debt service
payments are jeopardized.
--------------------------------------------------------------------------------

www.americancentury.com American Century Investments 27

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
(P-1) is strong. Standard & Poor's rates those issues determined
to possess extremely strong safety characteristics as A-1+.
--------------------------------------------------------------------------------

A-2 Prime-2 Capacity for timely payment on commercial paper is satisfactory,
(P-2) but the relative degree of safety is not as high as for issues
designated A-1. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriated,
may be more affected by external conditions. Ample alternate liquidity is
maintained.
--------------------------------------------------------------------------------

A-3 Prime-3 This indicates satisfactory capacity for timely repayment. Issues
(P-3) that carry this rating are somewhat more vulnerable to the
adverse changes in circumstances than obligations carrying the higher designations.
--------------------------------------------------------------------------------

NOTE RATINGS
--------------------------------------------------------------------------------

S&P Moody's Description
--------------------------------------------------------------------------------

SP-1 MIG-1; VMIG-1 Notes are of the highest quality enjoying strong
protection from established cash flows of funds for
their servicing or from established and broad-based
access to the market for refinancing, or both.
--------------------------------------------------------------------------------

SP-2 MIG-2; VMIG-2 Notes are of high quality, with margins of
protection ample, although not so large as in the
preceding group.
--------------------------------------------------------------------------------

SP-3 MIG-3; VMIG-3 Notes are of favorable quality, with all security
elements accounted for, but lacking the undeniable
strength of the preceding grades. Market access for
refinancing, in particular, is likely to be less
well-established.
--------------------------------------------------------------------------------

SP-4 MIG-4; VMIG-4 Notes are of adequate quality, carrying specific
risk but having protection and not distinctly or
predominantly speculative.
--------------------------------------------------------------------------------

28 American Century Investments 1-800-345-2021

MORE INFORMATION ABOUT THE FUND IS CONTAINED THESE DOCUMENTS

Annual and Semiannual Reports

Annual and semiannual 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. The annual and semiannual reports are incorporated by reference into
this SAI. This means that these are legally part of this SAI.

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

If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan

* a bank

* a broker-dealer

* an insurance company

* another financial intermediary

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

You also can get information about the fund from the Securities and Exchange
Commission (SEC). The SEC charges a duplicating fee to provide copies of this
information.

In person SEC Public Reference Rm.
Washington, D.C.
Call 202-942-8090 for
location and hours.

On the Internet * EDGAR database at
www.sec.gov

* By email request at
[email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7822

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

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

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

AUTOMATED INFORMATION LINE
1-800-345-8765

WWW.AMERICANCENTURY.COM

FAX
816-340-7962

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

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

SH-SAI-20668 0006

AMERICAN CENTURY INVESTMENT TRUST

PART C OTHER INFORMATION

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

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

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

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

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

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

(3) Advisor Class Investment Management Agreement between
American Century Investment Trust and American Century Investment
Management, Inc., dated August 1, 1997 and amended as of June 1,
1998 is included herein (filed electronically as Exhibit d3 to
Post-Effective Amendment No. 9 on Form N-1A on June 30, 1999,
File No. 33-65170).

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

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

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

(4) Amendment No. 3 to Distribution Agreement between American
Century Investment Trust and Funds Distributor, Inc., dated
January 29, 1999 (filed electronically as Exhibit e4 to
Post-Effective Amendment No. 24 of American Century Variable
Portfolios, Inc. on January 15, 1999, File No. 33-14567).

(5) Amendment No. 4 to the Distribution Agreement between
American Century Investment Trust and Funds Distributor, Inc.
dated July 30, 1999 (filed electronically as Exhibit e5 to
Post-Effective Amendment No. 16 to the Registration Statement of
American Century Capital Portfolios, Inc. on July 29, 1999, File
No. 33-64872).

(6) Amendment No. 5 to the Distribution Agreement between
American Century Investment Trust and Funds Distributor, Inc.
dated November 19, 1999 (filed electronically as Exhibit e6 to
Post-Effective Amendment No. 87 to the Registration Statement of
American Century Mutual Funds, Inc. on November 29, 1999, File
No. 2-14213).

(7) Amendment No. 6 to the Distribution Agreement between
American Century Investment Trust and Funds Distributor, Inc.
dated June 1, 2000 (filed electronically as Exhibit e7 to
Post-Effective Amendment No. 19 to the Registration Statement of
American Century World Mutual Funds, Inc. on May 24, 1999, File
No. 33-39242).

(8) Distribution Agreement between American Century Investment
Trust and American Century Investment Services, Inc. dated March
13, 2000 (filed electronically as Exhibit e7 to Post-Effective
Amendment No. 17 to the Registration Statement of American
Century World Mutual Funds, Inc. on March 30, 2000, File No.
33-39242).

(9) Amendment No. 1 to the Distribution Agreement between
American Century Investment Trust and American Century Investment
Services, Inc. dated June 1, 2000 (filed electronically as
Exhibit e9 to Post-Effective Amendment No. 19 to the Registration
Statement on Form N-1A of American Century World Mutual Funds,
Inc. on May 24, 2000, File No. 33-39242).

(f) Not applicable.

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

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

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

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

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

(4) Credit Agreement between American Century Funds and The Chase
Manhattan Bank as Administrative Agent dated as of December 21,
1999 (filed electronically as an Exhibit to Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A of
American Century California Tax-Free and Municipal Funds, File
No. 2-82734, filed on December 29, 1999).

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

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

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

(k) Not applicable.

(l) Not applicable.

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

(2) Amendment to Master Distribution and Shareholder Services
Plan of American Century Quantitative Equity Funds (Advisor
Class) dated June 29, 1998 (filed electronically as Exhibit m2 to
Post-Effective Amendment No. 32 on Form N-1A of American Century
Target Maturities Trust, filed on January 31, 2000, File No.
2-94608).

(n) Not applicable

(o) (1) Multiple Class Plan of American Century California Tax-Free
and Municipal Funds, American Century Government Income Trust,
American Century International Bond Funds, American Century
Investment Trust, American Century Municipal Trust, American
Century Target Maturities Trust and American Century Quantitative
Equity Funds dated August 1, 1997 (filed electronically as
Exhibit o1 to Post-Effective Amendment No. 32 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 June 29, 1998
(filed electronically as Exhibit o2 to Post-Effective Amendment
No. 32 on Form N-1A of American Century Target Maturities Trust
filed on January 31, 2000, File No. 2-94608).

(p) (1) American Century Investments Code of Ethics (filed
electronically as Exhibit p1 to Post-Effective Amendment No. 16
to the Registration Statement on Form N-1A of American Century
World Mutual Funds, Inc. on March 10, 2000, File No. 33-39242).

(2) Funds Distributor, Inc. Code of Ethics (filed electronically
as Exhibit p2 to Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A of American Century World
Mutual Funds, Inc. on March 10, 2000, File No. 33-39242).

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.

I. (a) Funds Distributor, Inc. (FDI) 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
CDC MPT+ Funds
Dresdner RCM Capital Funds, Inc.
Dresdner Global Funds, Inc.
Dresdner RCM Investment Funds, Inc.
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
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.
Nomura Pacific Basin Fund, Inc.
Orbitex Group of Funds
The Saratoga Advantage Trust
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
TD Waterhouse Investors Family of Funds, Inc.
TD Waterhouse Trust

FDI is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. FDI is located at 60
State Street, Suite 1300, Boston, Massachusetts 02109. FDI
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 FDI:

Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant

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

Joseph F. Tower, III Director, Senior Vice President, none
Treasurer

Gary S. MacDonald Senior Vice President none

Judith K. Benson Senior Vice President none

William J. Nutt Chairman and Director none

William J. Stetter Vice President and none
Chief Financial Officer

--------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109

II. (a) American Century Investment Services, Inc. (ACIS) acts as
principal underwriter for the following investment companies:

ACIS is registered with the Securities and Exchange Commission as
a broker-dealer and is a member of the National Association of
Securities Dealers. ACIS is located at 4500 Main Street, Kansas
City, Missouri 64111. ACIS is a wholly owned subsidiary of
American Century Companies, Inc.

(b) The following is a list of the executive officers and partners of
ACIS:

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
--------------------------------------------------------------------------------

James E. Stowers, Jr. Chairman and Director Chairman
and Director

W. Gordon Snyder President none

James E. Stowers III Chief Executive Officer Director
and Director

William M. Lyons Chief Operating Officer, Executive none
Vice President, Secretary
and Director

Robert T. Jackson Executive Vice President none
and Chief Financial Officer

Kevin Cuccias Senior Vice President none

Brian Jeter Senior Vice President none

Mark Killen Senior Vice President none

Tom Kmak Senior Vice President none

David C. Tucker Senior Vice President Vice President
and General Counsel

* All addresses are 4500 Main Street, Kansas City, Missouri 64111

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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Post-Effective Amendment No. 10 to its Registration
Statement pursuant to Rule 485(b) promulgated under The Securities Act of 1933,
as amended, and has duly caused this Post-Effective Amendment No. 10/Amendment
No. 11 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Kansas City, State of Missouri on the 30th day of June, 2000.

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. 10 has been signed below by the following persons in the
capacities and on the dates indicated.
Date

*George A. Rio President, Principal June 30, 2000
--------------------------------- Executive and Principal
George A. Rio Financial Officer

*Maryanne Roepke Vice President, Treasurer June 30, 2000
--------------------------------- and Principal Accounting
Maryanne Roepke Officer

*Albert A. Eisenstat Director June 30, 2000
---------------------------------
Albert A. Eisenstat

*Ronald J. Gilson Director June 30, 2000
---------------------------------
Ronald J. Gilson

*William M. Lyons Director June 30, 2000
---------------------------------
William M. Lyons

*Myron S. Scholes Director June 30, 2000
---------------------------------
Myron S. Scholes

*Kenneth E. Scott Director June 30, 2000
---------------------------------
Kenneth E. Scott

*Isaac Stein Director June 30, 2000
---------------------------------
Isaac Stein

*James E. Stowers III Director June 30, 2000
---------------------------------
James E. Stowers III

*Jeanne D. Wohlers Director June 30, 2000
---------------------------------
Jeanne D. Wohlers

/s/Charles A. Etherington
*by Charles A. Etherington, Attorney in Fact (pursuant to a Power of Attorney
dated December 18, 1998).