BENHAM CAPITAL MANAGER FUND
Supplement Dated March 31, 1996
to the Prospectus and Statement of
Additional Information Dated January 29, 1996
1. On page 21, in the section titled "HOW TO BUY SHARES," in the subsection
titled "BY CHECK," the minimum initial investment should read $2,500.
2. On page 22, in the section titled "HOW TO BUY SHARES," in the subsection
titled "BY EXCHANGE," minimum initial investment should read $2,500.
3. On page 26, under the subheading "Broker-Dealer Transactions," the first
paragraph is hereby amended to read as follows:
The Benham Group charges no sales commission, or "loads," of any kind.
However, investors may purchase and sell Fund shares through registered
broker-dealers and other qualified service providers, who may charge
investors fees for their services. In addition, BMC and its affiliates
have entered into agreements with some of these broker-dealers and service
providers to provide certain shareholder, administrative and/or accounting
services. Fees for such services are borne normally by the Fund. Any
distribution expenses associated with these arrangements are borne by BMC.
