AMERICAN CENTURY MANAGER FUNDS
497, 1997-01-16
Previous: KEYSTONE STRATEGIC DEVELOPMENT FUND, 497, 1997-01-16
Next: FIRST NATIONWIDE HOLDINGS INC, 8-K, 1997-01-16




                      STATEMENT OF ADDITIONAL INFORMATION

                                 [company logo]
                                    American
                                  Century(sm)

                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                                    AMERICAN
                                    CENTURY
                                     GROUP

                                Capital Manager

                                 [front cover]



                      STATEMENT OF ADDITIONAL INFORMATION

                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                         AMERICAN CENTURY MANAGER FUNDS

This Statement is not a prospectus  but should be read in  conjunction  with the
Fund's current  Prospectus dated September 3, 1996, revised January 1, 1997. The
Fund's  annual  report  for  the  fiscal  year  ended   November  30,  1995,  is
incorporated  herein by  reference.  Please  retain  this  document  for  future
reference.  To obtain the Prospectus call American Century Investments toll-free
at 1-800-345-2021 (international calls: 816-531-5575) or write P.O.
Box 419200, Kansas City, Missouri 64141-6200.

TABLE OF CONTENTS

Investment Policies and Techniques ..........................2
Investment Restrictions ....................................12
Portfolio Transactions .....................................14
Valuation of Portfolio Securities ..........................14
Performance ................................................14
Taxes ......................................................16
About American Century Manager Funds .......................18
Trustees and Officers ......................................18
Investment Advisory Services ...............................20
Transfer and Administrative Services .......................21
Distribution of Fund Shares ................................21
Direct Fund Expenses .......................................21
Expense Limitation Agreement ...............................21
Additional Purchase and Redemption Information .............21
Other Information ..........................................22

Statement of Additional Information                                            1


INVESTMENT POLICIES AND TECHNIQUES

     The  following  paragraphs  provide  a  more  detailed  description  of the
securities  and  investment  practices  identified  in  the  Prospectus.  Unless
otherwise  noted,  the  policies  described  in  this  Statement  of  Additional
Information are not fundamental and may be changed by the Board of Trustees.

U.S. GOVERNMENT SECURITIES

     U.S.  government  securities include 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,   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.

REPURCHASE AGREEMENTS

     In a  repurchase  agreement  (or  "repo"),  the Fund buys a security at one
price and  simultaneously  agrees to resell it to the  seller at an agreed  upon
price on a specified date (usually  within seven days from the date of purchase)
or on demand.  The repurchase price exceeds the purchase price by an amount that
reflects an  agreed-upon  rate of return and that is  unrelated  to the interest
rate on the  underlying  security.  Delays or losses  could  result if the other
party to the agreement defaults or becomes bankrupt.

     The advisor  attempts  to minimize  the risks  associated  with  repurchase
agreements by adhering to the following criteria:

(1)  Limiting  the  securities  acquired  and held by the Fund under  repurchase
     agreements to U.S. government securities;

(2)  Entering  into  repurchase  agreements  only with  primary  dealers in U.S.
     government  securities  (including  bank  affiliates)  who are deemed to be
     creditworthy  under  guidelines  established  by  a  nationally  recognized
     statistical  rating  organization  (a "rating  agency") and approved by the
     Fund's Board of Trustees;

(3)  Monitoring  the  creditworthiness  of  all  firms  involved  in  repurchase
     agreement transactions;

(4)  Requiring the seller to establish and maintain  collateral equal to 102% of
     the agreed-upon resale price, provided, however, that the Board of Trustees
     may determine that a broker-dealer's credit standing is sufficient to allow
     collateral to fall to as low as 101% of the agreed-upon resale price before
     the broker-dealer  deposits additional securities with the Fund's custodian
     or subcustodian;

(5)  Investing  no  more  than  15% of  the  Fund's  net  assets  in  repurchase
     agreements  that  mature in more than seven days  (together  with any other
     illiquid security the Fund holds); and

(6)  Taking  delivery of all  securities  subject to  repurchase  agreement  and
     holding them in an account at the Fund's custodian bank.

     The  Fund  has  received   permission  from  the  Securities  and  Exchange
Commission ("SEC") to participate in pooled repurchase agreements collateralized
by U.S.  government  securities  with other mutual  funds  advised by the Fund's
investment advisor, Benham Management Corporation (the "Manager").  Pooled repos
are  expected  to increase  the income the Fund can earn from repo  transactions
without increasing the risks associated with these transactions.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

     The Fund may engage in securities  transactions 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. While the Fund will make commitments to purchase or sell
securities on a when-issued  or forward  commitment  basis with the intention of
actually  receiving or delivering them, it may nevertheless  sell the securities
before the settle-

2                                                   American Century Investments


ment date if it 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, U.S.  government  securities,  and other liquid high-quality
debt  securities in an amount  sufficient to meet the purchase  price.  When the
time comes to pay for 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, through sales of 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 gains or losses.

     These types of transactions are executed  simultaneously  in what are known
as "dollar-roll" or "cash-and-carry"  transactions. For example, a broker-dealer
may seek to purchase a  particular  security  that the Fund owns.  The Fund will
sell that security to the broker-dealer and simultaneously  enter into a forward
commitment  agreement to buy it back at a future date.  This type of transaction
generates  income  for  the  Fund  if the  dealer  is  willing  to  execute  the
transaction at a favorable price in order to acquire a specific security.

     As an operating policy, the Fund will not commit more than 35% of its total
assets to when-issued or forward commitment  agreements.  If fluctuations in the
value of  securities  held cause more than 35% of the Fund's  total assets to be
committed under when-issued or forward commitment  agreements,  the Manager need
not sell such  commitment,  but it will be restricted from entering into further
agreements  on behalf of the Fund until the  percentage  of assets  committed to
such agreements is reduced to 35%. In addition, as an operating policy, the Fund
will  not  enter  into  when-issued  or  forward  commitment  transactions  with
settlement dates exceeding 120 days.

MORTGAGE-BACKED SECURITIES

     GENERAL. A mortgage-backed  security  represents an ownership interest in a
pool of mortgage loans. The loans are made by financial  institutions to finance
home and other real estate purchases. As the loans are repaid, investors receive
payments of both interest and principal.

     Like fixed-income securities, such as U.S. Treasury bonds,  mortgage-backed
securities pay a stated rate of interest over the life of the security. However,
unlike  a bond,  which  returns  principal  to the  investor  in one lump sum at
maturity,  mortgage-backed  securities  return  principal  to  the  investor  in
increments over the life of the security.

     Because the timing and speed of principal repayments vary, the cash flow on
mortgage  securities  is  irregular.  If  mortgage  holders  sell  their  homes,
refinance their loans,  prepay their  mortgages,  or default on their loans, the
principal is distributed pro rata to investors.

     As with other fixed-income  securities,  the prices of mortgage  securities
fluctuate in response to changing  interest rates; when interest rates fall, the
prices of mortgage securities rise, and vice versa. Changing interest rates have
additional  significance  for  mortgage-backed  securities  investors,  however,
because they influence  prepayment  rates (the rates at which  mortgage  holders
prepay  their  mortgages),  which in turn  affect the yields on  mortgage-backed
securities.  When interest rates decline,  prepayment rates generally  increase.
Mortgage  holders take advantage of the opportunity to refinance their mortgages
at lower rates with lower monthly payments.  When interest rates rise,  mortgage
holders are less inclined to refinance their mortgages. The effect of prepayment
activity on yield depends on whether the mortgage-backed  security was purchased
at a premium or at a discount.

     The  Fund  may get  back  principal  sooner  than it  expected  because  of
accelerated  prepayments.  Under  these  circumstances,  the Fund  might have to
reinvest  returned  principal  at rates  lower  than it  would  have  earned  if
principal payments were made on schedule. Conversely, a mortgage-backed security
may exceed its anticipated  life if prepayment  rates  decelerate  unexpectedly.
Under these  circumstances,  the Fund might miss an opportunity to earn interest
at higher prevailing rates.

     GINNIE MAE  CERTIFICATES.  The  Government  National  Mortgage  Association
("GNMA" or "Ginnie  Mae") is a wholly  owned  corporate  instrumentality  of the
United  States  within the  Department  of Housing  and Urban  Development.  The
National Housing Act

Statement of Additional Information                                            3


of 1934  ("Housing  Act"),  as amended,  authorizes  Ginnie Mae to guarantee the
timely payment of interest and repayment of principal on  certificates  that are
backed by a pool of mortgage loans insured by the Federal Housing Administration
under the Housing Act, or by Title V of the Housing Act of 1949 (FHA Loans),  or
guaranteed by the Veterans'  Administration under the Servicemen's  Readjustment
Act of 1944 (VA  Loans),  as  amended,  or by pools of other  eligible  mortgage
loans.  The  Housing  Act  provides  that the full  faith and credit of the U.S.
government  is pledged to the payment of all amounts  that may be required to be
paid under any guarantee.  Ginnie Mae has unlimited authority to borrow from the
U.S. Treasury in order to meet its obligations under this guarantee.

     Ginnie Mae certificates  represent a pro rata interest in one or more pools
of the following types of mortgage loans:  (i) fixed-rate level payment mortgage
loans;  (ii)  fixed-rate  graduated  payment  mortgage  loans  ("GPM"s);   (iii)
fixed-rate  growing equity  mortgage loans ("GEM"s);  (iv)  fixed-rate  mortgage
loans secured by  manufactured  (mobile)  homes  ("MH"s);  (v) mortgage loans on
multifamily  residential properties under construction  ("CLC"s);  (vi) mortgage
loans on completed  multifamily  projects  ("PLC"s);  (vii) fixed-rate  mortgage
loans that use escrowed funds to reduce the borrower's  monthly  payments during
the early years of the  mortgage  loans  (buydown  mortgage  loans);  and (viii)
mortgage loans that provide for payment adjustments based on periodic changes in
interest rates or in other payment terms of the mortgage loans.

     FANNIE MAE CERTIFICATES.  The Federal National Mortgage Association ("FNMA"
or "Fannie  Mae") is a  federally  chartered  and  privately  owned  corporation
organized and existing under the Federal National Mortgage  Association  Charter
Act. Fannie Mae was originally  established in 1938 as a U.S.  government agency
to provide supplemental  liquidity to the mortgage market and was reorganized as
a stockholder-owned  and privately managed corporation by legislation enacted in
1968. Fannie Mae acquires capital from investors who would not ordinarily invest
in  mortgage  loans  directly  and  thereby  expands  the total  amount of funds
available for housing.  This money is used to buy home mortgage loans from local
lenders,  which  replenishes  the  supply of  capital  for  additional  mortgage
lending.

     Fannie Mae certificates  represent a pro rata interest in one or more pools
of FHA Loans, VA Loans,  or, most commonly,  conventional  mortgage loans (i.e.,
mortgage loans that are not insured or guaranteed by a  governmental  agency) of
the  following  types:  (i)  fixed-rate  level  payment  mortgage  loans;   (ii)
fixed-rate  growing equity mortgage loans;  (iii)  fixed-rate  graduated-payment
mortgage loans; (iv) adjustable-rate mortgage loans; and (v) fixed-rate mortgage
loans secured by multifamily projects.

     Fannie Mae  certificates  entitle the registered  holder to receive amounts
representing  a pro rata interest in scheduled  principal and interest  payments
(at the  certificate's  pass-through  rate,  which is net of any  servicing  and
guarantee fees on the underlying mortgage loans), any principal prepayments, and
a  proportionate  interest in the full  principal  amount of any  foreclosed  or
otherwise  liquidated mortgage loan. The full and timely payment of interest and
repayment of principal on each Fannie Mae  certificate  is  guaranteed by Fannie
Mae;  this  guarantee  is not  backed by the full  faith and  credit of the U.S.
government.

     FREDDIE  MAC  CERTIFICATES.  The  Federal  Home Loan  Mortgage  Corporation
("FHLMC" or "Freddie Mac") is a corporate  instrumentality  of the United States
created  pursuant to the Emergency  Home Finance Act of 1970 ("FHLMC  Act"),  as
amended. Freddie Mac was established primarily for the purpose of increasing the
availability of mortgage credit.  Its principal  activity consists of purchasing
first-lien  conventional  residential mortgage loans (and participation interest
in such mortgage loans) and reselling these loans in the form of mortgage-backed
securities, primarily Freddie Mac certificates.

     Freddie  Mac  certificates  represent  a pro  rata  interest  in a group of
mortgage loans (a Freddie Mac certificate  group)  purchased by Freddie Mac. The
mortgage  loans  underlying  Freddie  Mac  certificates  consist  of  fixed-  or
adjustable-rate  mortgage  loans with  original  terms to  maturity  of 10 to 30
years,  substantially  all of  which  are  secured  by  first  liens  on one- to
four-family  residential properties or multifamily projects.  Each mortgage loan
must meet standards

4                                                   American Century Investments


set forth in the FHLMC Act. A Freddie Mac  certificate  group may include  whole
loans,  participation  interests  in whole loans,  undivided  interests in whole
loans, and participations constituting another Freddie Mac certificate group.

     Freddie  Mac  guarantees  to  each  registered  holder  of  a  Freddie  Mac
certificate  the timely  payment of  interest  at the rate  provided  for by the
certificate. Freddie Mac also guarantees ultimate collection of all principal on
the related mortgage loans, without any offset or deduction,  but generally does
not guarantee the timely repayment of principal. Freddie Mac may remit principal
at any time after default on any underlying  mortgage loan, but no later than 30
days following:  (i)  foreclosure  sale, (ii) payment of a claim by any mortgage
insurer,  or (iii) the expiration of any right of redemption,  whichever  occurs
later,  and in any event no later than one year after  demand has been made upon
the mortgager for accelerated  payment of principal.  Obligations  guaranteed by
Freddie Mac are not backed by the full faith and credit of the U.S. government.

     COLLATERALIZED  MORTGAGE  OBLIGATIONS  ("CMO"S). A CMO is a multiclass bond
backed by a pool of mortgage pass-through  certificates or mortgage loans. CMO's
may be collateralized by (i) Ginnie Mae, Fannie Mae, or Freddie Mac pass-through
certificates,  (ii) unsecuritized  mortgage loans insured by the Federal Housing
Administration  or guaranteed  by the  Department  of Veterans'  Affairs,  (iii)
unsecuritized conventional mortgages, or (iv) any combination thereof.

     In structuring a CMO, an issuer  distributes  cash flow from the underlying
collateral over a series of classes called  "tranches." Each CMO is a set of two
or more  tranches  with average  lives and cash flow  patterns  designed to meet
specific investment  objectives.  The average life expectancies of the different
tranches in a four-part  deal, for example,  might be two, five,  seven,  and 20
years.

     As payments on the underlying mortgage loans are collected,  the CMO issuer
pays the coupon rate of  interest to the  bondholders  in each  tranche.  At the
outset,  scheduled  and  unscheduled  principal  payments go to investors in the
first  tranches.  Investors in later tranches do not begin  receiving  principal
payments  until the prior tranches are paid off. This basic type of CMO is known
as a "sequential pay" or "plain vanilla" CMO.

     Some  CMOs are  structured  so that the  prepayment  or  market  risks  are
transferred  from one tranche to another.  Prepayment  stability  is improved in
some tranches if other tranches absorb more prepayment variability.

     The final tranches of a CMO often take the form of a Z-bond,  also known as
an "accrual bond" or "accretion  bond." Holders of these  securities  receive no
cash until the  earlier  tranches  are paid in full.  During the period that the
other  tranches are  outstanding,  periodic  interest  payments are added to the
initial face amount of the Z-bond but are not paid to investors.  When the prior
tranches  are  retired,  the  Z-bond  receives  coupon  payments  on its  higher
principal balance,  plus any principal  prepayments from the underlying mortgage
loans.  The existence of a Z-bond tranche helps  stabilize cash flow patterns in
the other tranches. In a changing interest rate environment,  however, the value
of the Z-bond tends to be more volatile.

     As CMOs have evolved, some classes of CMO bonds have become more prevalent.
The planned amortization class ("PAC") and targeted  amortization class ("TAC"),
for  example,  were  designed  to  reduce  prepayment  risk  by  establishing  a
sinking-fund  structure.  PAC and TAC  bonds  assure  to  varying  degrees  that
investors  will receive  payments  over a  predetermined  period  under  various
prepayment  scenarios.  Although  PAC and TAC bonds are  similar,  PAC bonds are
better able to provide stable cash flows under various prepayment scenarios than
TAC bonds because of the order in which these tranches are paid.

     The  existence of a PAC or TAC tranche can create higher levels of risk for
other  tranches in the CMO because  the  stability  of the PAC or TAC tranche is
achieved  by  creating at least one other  tranche  known as a  companion  bond,
support,  or non-PAC bond that absorbs the  variability of principal cash flows.
Because  companion  bonds have a high degree of average life  variability,  they
generally  pay a  higher  yield.  A TAC bond  can  have  some of the  prepayment
variability of a companion bond if there is also a PAC bond in the CMO issue.

     Floating-rate CMO tranches ("floaters") pay a vari-

Statement of Additional Information                                            5


able rate of interest that is usually tied to the London Interbank  Offered Rate
("LIBOR").   Institutional  investors  with  short-term  liabilities,   such  as
commercial banks, often find floating-rate CMOs attractive  investments.  "Super
floaters" (which float a certain  percentage above LIBOR) and "inverse floaters"
(which float  inversely to LIBOR) are  variations on the floater  structure with
highly variable cash flows.

CONVERTIBLE SECURITIES

     The Fund may buy securities that are convertible into common stock.  Listed
below are brief descriptions of the various types of convertible  securities the
Fund may buy.

     Convertible bonds are issued with lower coupons than  nonconvertible  bonds
of the same quality and  maturity,  but they give holders the option to exchange
their bonds for a specific  number of shares of the company's  common stock at a
predetermined  price.  This  structure  allows the  convertible  bond  holder to
participate in share price movements in the company's  common stock.  The actual
return on a convertible bond may exceed its stated yield if the company's common
stock  appreciates in value,  and the option to convert to common shares becomes
more valuable.

     Convertible  preferred  stocks are nonvoting  equity  securities that pay a
fixed  dividend.   These  securities  have  a  convertible  feature  similar  to
convertible  bonds;  however,  they do not have a  maturity  date.  Due to their
fixed-income  features,  convertible  issues  typically  are more  sensitive  to
interest  rate  changes  than  the  underlying  common  stock.  In the  event of
liquidation,  bondholders would have claims on company assets senior to those of
stockholders; preferred stockholders would have claims senior to those of common
stockholders.

     Warrants  entitle the holder to buy the issuer's  stock at a specific price
for a specific  period of time. The price of a warrant tends to be more volatile
than, and does not always track, the price of its underlying stock. Warrants are
issued with expiration  dates.  Once a warrant  expires,  it has no value in the
market.

FOREIGN SECURITIES

     The Fund's  investments  in securities  of foreign  issuers may subject the
Fund to additional investment risks.

     Investing in foreign  companies may involve risks not typically  associated
with investing in U.S. companies. The value of securities denominated in foreign
currencies, and of dividends from such securities, can change significantly when
foreign  currencies  strengthen or weaken relative to the U.S.  dollar.  Foreign
securities  markets  generally  have less trading volume and less liquidity than
U.S. markets, and prices in some foreign markets can be very volatile.

     Many foreign  countries lack uniform  accounting  and disclosure  standards
comparable to those that apply to U.S.  companies,  and it may be more difficult
to obtain reliable information  regarding a foreign issuer's financial condition
and  operations.  In  addition,  the  costs  of  foreign  investing,   including
withholding  or other taxes,  brokerage  commissions,  and custodial  fees,  are
generally higher than for U.S. investments.

     Foreign markets may offer less  protection to investors than U.S.  markets.
Foreign  issuers,  brokers,  and  securities  markets  may be  subject  to  less
governmental  supervision.  Foreign security trading practices,  including those
involving  the  release of assets in advance of payment,  may involve  increased
risks in the event of a failed trade or the  insolvency of a  broker-dealer  and
may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.

     Investing  abroad carries  political and economic risks distinct from those
associated  with investing in the U.S.  Foreign  investments  may be affected by
actions  of foreign  governments  adverse to the  interests  of U.S.  investors,
including  the  possibility  of  expropriation  or  nationalization  of  assets,
confiscatory taxation,  restrictions on U.S. investment,  or restrictions on the
ability to repatriate assets or to convert currency into U.S. dollars. There may
be   a   greater    possibility   of   default   by   foreign   governments   or
foreign-government-sponsored  enterprises. Investments in foreign countries also
involve a risk of local political,  economic,  or social  instability,  military
action or unrest, or adverse diplomatic developments.

     To offset the currency  risks  associated  with  investing in securities of
foreign  issuers,  the Fund may hold foreign  currency  deposits and may convert
dollars  and  foreign  currencies  in the  foreign  exchange  markets.  Currency
conversion involves dealer spreads and other costs, although commissions usually
are not

6                                                   American Century Investments


charged.

     Currencies  may be exchanged  on a spot (i.,e.,  cash) basis or by entering
into forward contracts to purchase or sell foreign currencies at future date and
price. By entering into a forward  contract to buy or sell the amount of foreign
currency involved in a security  transaction for a fixed amount of U.S. dollars,
the Manager can protect the Fund against losses  resulting from adverse  changes
in the relationship  between the U.S. dollar and the foreign currency during the
period  between the date the security is purchased or sold and the date on which
payment is made or  received.  However,  it should be noted  that using  forward
contracts to protect the Fund's foreign  investments from currency  fluctuations
does not  eliminate  fluctuations  in the  prices of the  underlying  securities
themselves.  Forward  contracts  simply establish a rate of exchange that can be
achieved at some future point in time. Additionally,  although forward contracts
tend to  minimize  the risk of loss due to a decline  in the value of the hedged
currency,  they also limit any gain that might  result if the hedged  currency's
value were to increase.

     Foreign  exchange  dealers do not  charge  fees for  currency  conversions.
Instead,  they realize a profit based on the difference (the spread) between the
prices at which they are buying and  selling  various  currencies.  A dealer may
offer to sell a foreign  currency  at one rate while  simultaneously  offering a
lesser rate of exchange on the purchase of that currency.

DEPOSITARY RECEIPTS

     American  Depositary  Receipts and European Depositary Receipts ("ADR"s and
"EDR"s) are receipts representing  ownership of shares of a foreign-based issuer
held in trust by a bank or similar financial institution. These are designed for
U.S. and European  securities  markets as alternatives to purchasing  underlying
securities in their corresponding national markets and currencies. ADRs and EDRs
can be sponsored or unsponsored.

     Sponsored  ADRs  and  EDRs are  certificates  in which a bank or  financial
institution participates with a custodian.  Issuers of unsponsored ADRs and EDRs
are not contractually  obligated to disclose material  information in the United
States.  Therefore,  there may not be a correlation between such information and
the market value of the unsponsored ADR or EDR.

RESTRICTED SECURITIES

     Restricted  securities  held by the Fund generally can be sold in privately
negotiated  transactions,  pursuant to an exemption from registration  under the
Securities Act of 1933, or in a registered public offering.  Where  registration
is required,  the Fund may be required to pay all or a part of the  registration
expense,  and a  considerable  period may elapse  between the time it decides to
seek  registration  of the  securities and the time it is permitted to sell them
under an effective  registration  statement.  If,  during this  period,  adverse
market conditions were to develop,  the Fund might obtain a less favorable price
than prevailed when it decided to try to register the securities initially.

SECURITIES LENDING

     The Fund may lend its portfolio  securities to earn additional income. If a
borrower  defaulted on a securities  loan, the Fund could  experience  delays in
recovering  the  securities  it loaned;  if the value of the  loaned  securities
increased in the meantime, the Fund could suffer a loss.

     To minimize the risk of default on securities loans, the Manager adheres to
the following guidelines prescribed by the Board of Trustees:

(1)  TYPE AND AMOUNT OF  COLLATERAL.  At the time a loan is made,  the Fund must
     receive,  from or on behalf of the borrower,  collateral  consisting of any
     combination  of cash and full faith and credit U.S.  government  securities
     equal to not less than 102% of the market value of the  securities  loaned.
     Cash collateral  received by the Fund in connection with loans of portfolio
     securities  may be commingled by the Fund's  custodian  with other cash and
     marketable  securities,  provided that the loan agreement  expressly allows
     such commingling.  The loan must not reduce the risk of loss or opportunity
     for gain in the securities loaned.

(2)  ADDITIONS TO COLLATERAL. Collateral must be marked to market daily, and the
     borrower must agree to add  collateral to the extent  necessary to maintain
     the 102% level  specified  in  guideline  (1).  The  borrower  must deposit
     additional col-

Statement of Additional Information                                            7


     lateral no later than the business day  following the business day on which
     a collateral deficiency occurs or collateral appears to be inadequate.

(3)  TERMINATION OF LOAN. The Fund must have the option to terminate any loan of
     portfolio  securities  at any  time.  The  borrower  must be  obligated  to
     redeliver  the  borrowed  securities  within the normal  settlement  period
     following receipt of the termination notice.

(4)  REASONABLE  RETURN ON LOAN.  The borrower must agree that the Fund (a) will
     receive  all  dividends,   interest,   or  other  distributions  on  loaned
     securities and (b) will be paid a reasonable return on such loans either in
     the form of a loan fee or premium or from the retention by the Fund of part
     or all of the earnings and profits  realized  from the  investment  of cash
     collateral in full faith and credit U.S government securities.

(5)  LIMITATIONS ON PERCENTAGE OF PORTFOLIO SECURITIES ON LOAN. The Fund's loans
     may not exceed 33 1/3% of its total assets.

(6)  CREDIT ANALYSIS.  As part of the regular monitoring procedures set forth by
     the Board of  Trustees  that the  Manager  follows  to  evaluate  banks and
     broker-dealers in connection with, for example,  repurchase  agreements and
     municipal  securities  credit issues,  the Manager will analyze and monitor
     the   creditworthiness   of  all  borrowers  with  whom  portfolio  lending
     arrangements are proposed or made.

     If a borrower fails  financially,  there may be delays in recovering loaned
securities  and a loss in the value of collateral.  However,  loans will only be
made to parties that meet the guidelines prescribed by the Board of Trustees.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

     The Manager may engage in foreign currency exchange  transactions on behalf
of the Fund to manage  currency  risk.  Foreign  currencies may be purchased and
sold regularly,  either in the spot (i.e., cash) market or in the forward market
(through forward foreign currency exchange contracts,  or "forward  contracts").
Foreign exchange dealers do not charge fees for currency  conversions.  Instead,
they realize a profit based on the difference (the spread) between the prices at
which they are buying and selling various currencies. A dealer may offer to sell
a foreign  currency at one rate while  simultaneously  offering a lesser rate of
exchange on the purchase of that currency.

     When the Fund  agrees to buy or sell a  security  denominated  in a foreign
currency,  it may enter  into a forward  contract  to "lock in" the U.S.  dollar
price of the security.  By entering  into a forward  contract to buy or sell the
amount of foreign currency involved in the underlying securities transaction for
a fixed  amount of U.S.  dollars,  the Manager  can  protect the Fund  against a
possible loss resulting from an adverse change in the  relationship  between the
U.S.  dollar and the foreign  currency  between the security's  purchase or sale
date and its payment date. This type of transaction is sometimes  referred to as
a "position hedge."

     In addition to position hedges,  the Manager may engage in  "cross-hedging"
transactions  on behalf of the Fund.  Cross  hedging  involves  entering  into a
forward contract to sell one foreign  currency and buy another.  The Manager may
employ a  cross-hedging  strategy on behalf of the Fund if it believes  that one
foreign currency (in which a portion of the Fund's foreign currency holdings are
denominated)  will change in value relative to the U.S. dollar  differently than
another foreign currency.

     Successful  use of  forward  contracts  depends on the  Manager's  skill in
analyzing and predicting  currency  values.  Forward  contracts  could result in
losses to the Fund if currencies do not perform as anticipated. The advisor uses
forward  contracts for currency  hedging purposes only. The adviser does not use
forward  contracts for speculative  purposes.  The Fund is not required to enter
into forward  contracts  with regard to its foreign  holdings and will not do so
unless it is deemed appropriate by the advisor.

     The Fund's  assets  are  valued  daily in U.S.  dollars,  although  foreign
currency  holdings are not  physically  converted  into U.S.  dollars on a daily
basis.

     The currency management  techniques  discussed above are limited by various
constraints,  including the intention to protect the U.S. tax status of the Fund
as a regulated investment company.

SHORT SALES AND PUT OPTIONS ON INDIVIDUAL SECURITIES

     The Fund may buy puts and enter  into short  sales  with  respect to stocks
underlying  its  convertible  security  holdings.  For  example,  if the Manager
anticipates

8                                                   American Century Investments


a decline in the price of the stock  underlying a convertible  security the Fund
holds, it may purchase a put option on the stock or sell the stock short. If the
stock price subsequently declines, the proceeds of the short sale or an increase
in the value of the put option  could be  expected to offset all or a portion of
the effect of the stock's decline on the value of the convertible security.

     When a Fund enters into a short sale, it will be required to set aside cash
or  appropriate  liquid  assets  in kind and  amount  to those  sold  short  (or
securities  convertible  or  exchangeable  into  such  securities)  and  will be
required to continue to hold them while the short sale is outstanding.  The Fund
will incur transaction costs,  including  interest expenses,  in connection with
opening, maintaining, and closing short sales.

FUTURES AND OPTIONS TRANSACTIONS

     Futures contracts provide for the sale by one party and purchase by another
party of a specific  security  at a  specified  future  time and price.  Futures
contracts  are traded on  national  futures  exchanges.  Futures  exchanges  and
trading are regulated under the Commodity  Exchange Act by the Commodity Futures
Trading Commission ("CFTC"), a U.S. government agency.

     Although  futures  contracts,  by their terms,  call for actual delivery or
acceptance of the underlying securities,  in most cases the contracts are closed
out before the settlement date. Closing out a futures position is done by taking
an opposite position in an identical contract (i.e.,  buying a contract that has
previously been sold, or selling a contract that has previously been bought).

     To initiate and maintain open positions in futures  contracts,  the Fund is
required to make a good faith margin  deposit in cash or  government  securities
with a broker or custodian. A margin deposit is intended to assure completion of
the contract  (delivery or acceptance of the  underlying  security) if it is not
terminated  prior  to  the  specified  delivery  date.  Minimum  initial  margin
requirements  are  established by the futures  exchanges and may be revised.  In
addition,  brokers may establish  deposit  requirements that are higher than the
exchange minimums.

     After a futures contract  position is opened,  the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements,  the contract holder
is required to pay additional  "variation"  margin.  Conversely,  changes in the
contract  value may reduce the  required  margin,  resulting  in a repayment  of
excess margin to the contract  holder.  Variation margin payments are made to or
from  the  futures  broker  as  long as the  contract  remains  open  and do not
constitute   margin   transactions   for  purposes  of  the  Fund's   investment
restrictions.

     Those  who trade  futures  contracts  may be  broadly  classifed  as either
"hedgers" or "speculators."  Hedgers,  such as the Fund, use the futures markets
primarily to offset unfavorable  changes in the value of securities they hold or
expect to acquire for investment  purposes.  Speculators  are less likely to own
the securities  underlying the futures  contracts they trade and are more likely
to use  futures  contracts  with  the  expectation  of  realizing  profits  from
fluctuations  in the  prices  of the  underlying  securities.  The Fund will not
utilize futures contracts for speculative purposes.

     Although  techniques  other than trading  futures  contracts can be used to
control the Fund's exposure to market fluctuations, the use of futures contracts
may be a more  effective  means of hedging  this  exposure.  While the Fund pays
brokerage  commissions  in  connection  with  opening  and  closing  out futures
positions,  these  costs are lower than the  transaction  costs  incurred in the
purchase and sale of the underlying securities.

     PURCHASING  PUT AND CALL  OPTIONS.  By  purchasing  a put option,  the Fund
obtains  the right  (but not the  obligation)  to sell the  option's  underlying
instrument at a fixed strike price. In return for this right,  the Fund pays the
current market price for the option (known as the option premium).  Options have
various types of underlying instruments,  including specific securities, indexes
of securities prices, and futures contracts. The Fund may terminate its position
in a put option it has purchased by allowing it to expire or by  exercising  the
option.  If the  option is  allowed  to  expire,  the Fund will lose the  entire
premium it paid. If the Fund exercises the option,  it completes the sale of the
underlying  instrument  at the strike price.  The Fund may also  terminate a put
option  position by closing it out in the secondary  market at its current price
if a liquid secondary market exists.

Statement of Additional Information                                            9


     The buyer of a typical  put option can expect to realize a gain if security
prices fall substantially.  However,  if the underlying  instrument's price does
not fall enough to offset the cost of  purchasing  the  option,  a put buyer can
expect to suffer a loss (limited to the amount of the premium paid, plus related
transaction costs).

     The  features  of call  options  are  essentially  the same as those of put
options,  except  that the  purchaser  of a call  option  obtains  the  right to
purchase,  rather than sell,  the underlying  instrument at the option's  strike
price.  A call buyer  typically  attempts  to  participate  in  potential  price
increases  of the  underlying  instrument  with risk  limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to suffer
a loss if  security  prices do not rise  sufficiently  to offset the cost of the
option.

     WRITING PUT AND CALL OPTIONS. If the Fund writes a put option, it takes the
opposite  side of the  transaction  from the option's  purchaser.  In return for
receipt of the premium,  the Fund assumes the obligation to pay the strike price
for the option's  underlying  instrument  if the other party chooses to exercise
the  option.  When  writing  an option on a futures  contract,  the Fund will be
required to make margin payments to a broker or custodian as described above for
futures  contracts.  The Fund may seek to terminate its position in a put option
it writes before  exercise by closing out the option in the secondary  market at
its current  price.  If the secondary  market is not liquid for a put option the
Fund has  written,  however,  the Fund must  continue  to be prepared to pay the
strike price while the option is outstanding,  regardless of price changes,  and
must continue to set aside assets to cover its position.

     If security  prices were to rise,  a put writer would  generally  expect to
profit,  although  the gain  would  be  limited  to the  amount  of the  premium
received. If security prices were to remain the same over time, the writer would
likely  also profit by being able to close out the option at a lower  price.  If
security prices were to fall, the put writer would expect to suffer a loss. This
loss  should be less than the loss from  purchasing  the  underlying  instrument
directly,  however,  because the premium  received for writing the option should
mitigate the effects of the decline.

     Writing a call option  obligates  the Fund to sell or deliver the  option's
underlying  instrument  in return for the  strike  price  upon  exercise  of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy  if prices  remain  the same or fall.  Through  receipt  of the  option
premium,  a call writer  mitigates the effects of a price  decline.  At the same
time,  because  a call  writer  must  be  prepared  to  deliver  the  underlying
instrument  in return for the strike price even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

     COMBINED POSITIONS.  The Fund may purchase and write options in combination
with other options or in combination with futures or forward  contracts in order
to adjust the risk and  return  characteristics  of the  overall  position.  For
example,  the Fund may purchase a put option and write a call option on the same
underlying  instrument in order to construct a combined  position whose risk and
return  characteristics  are  similar  to  selling a futures  contract.  Another
possible  combined  position  would involve  writing a call option at one strike
price and buying a call  option at a lower  price in order to reduce the risk of
the written call option in the event of a substantial  price  increase.  Because
combined  options  positions  involve  multiple  trades,  they  result in higher
transaction costs and may be more difficult to open and close out.

     OTC OPTIONS.  Unlike  exchange-traded  options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of over-the-counter options (not traded on exchanges) generally
are established through negotiation with the other party to the option contract.
While this type of arrangement allows the Fund greater  flexibility to tailor an
option to its needs,  OTC options  generally  involve  greater  credit risk than
exchange-traded  options,  which are guaranteed by the clearing organizations of
the exchanges  where they are traded.  The risk of  illiquidity  is also greater
with OTC  options  because  these  options  generally  can be closed out only by
negotiation with the other party to the option.

     OPTIONS ON FUTURES.  By  purchasing  an option on a futures  contract,  the
Fund obtains the right,  but not the  obligation,  to sell the futures  contract
(a put  option)  or to buy the  contract  (a call  option)  at a fixed  "strike"
price. The Fund can terminate its position in

10                                                  American Century Investments


a put option by allowing it to expire or by exercising the option. If the option
is  exercised,  the Fund  completes the sale of the  underlying  security at the
strike price.  Purchasing  an option on a futures  contract does not require the
Fund to make margin payments unless the option is exercised.

     CORRELATION OF PRICE  CHANGES.  Because there are a limited number of types
of  exchange-traded  futures  and  options  contracts,  it is  likely  that  the
standardized   contracts   available  will  not  match  the  Fund's  current  or
anticipated  investments  exactly.  The Fund may invest in futures  and  options
contracts  based on securities  with  different  issuers,  maturities,  or other
characteristics than the securities in which they typically invest (for example,
by hedging  intermediate-term  securities  with a futures  contract  based on an
index of long-term bond prices);  this involves a risk that the futures position
will not track the performance of the Fund's other investments.

     Options and futures prices can diverge from the prices of their  underlying
instruments  even if the underlying  instruments  correlate well with the Fund's
investments.  Options and futures prices are affected by factors such as current
and  anticipated  short-term  interest  rates,  changes  in  volatility  of  the
underlying instrument,  and the time remaining until expiration of the contract,
which may not affect  security  prices the same way.  Imperfect  correlation may
also result from differing  levels of demand in the options and futures  markets
and the  securities  markets,  from  structural  differences  in how options and
futures  and  securities  are  traded,  or from the  imposition  of daily  price
fluctuation  limits or trading halts.  The Fund may purchase or sell options and
futures  contracts  with a greater or lesser value than the securities it wishes
to hedge or intends to purchase in an effort to compensate  for  differences  in
volatility  between the contract and the  securities,  although  this may not be
successful  in all cases.  If price  changes  in the  Fund's  options or futures
positions are poorly  correlated with its other  investments,  the positions may
fail to  produce  anticipated  gains or result in losses  that are not offset by
gains in other investments.

     FUTURES AND OPTIONS CONTRACTS RELATING TO FOREIGN CURRENCIES.  The Fund may
purchase and sell currency  futures and purchase and write  currency  options to
increase or decrease its exposure to different foreign currencies.  The Fund may
also purchase and write currency options in conjunction with currency futures or
forward contracts.

     Currency  futures  contracts  are  similar  to  forward  currency  exchange
contracts,  except that they are traded on exchanges and have standard  contract
sizes and delivery dates.  Most currency  futures  contracts call for payment or
delivery in U.S. dollars.

     The uses and risks of currency  futures are similar to those of futures and
options relating to securities or indexes, as described above.  Currency futures
and options  values can be expected to correlate with exchange rates but may not
reflect  other  factors  that  affect  the value of the  Fund's  investments.  A
currency hedge, for example, should protect a  German-mark-denominated  security
from a decline in the German  mark,  but it will not protect the Fund  against a
price decline resulting from a deterioration in the issuer's creditworthiness.

     LIQUIDITY OF FUTURES CONTRACTS AND OPTIONS.  There is no assurance a liquid
secondary market will exist for any particular futures contract or option at any
particular time. Options may have relatively low trading volume and liquidity if
their strike prices are not close to the underlying  instrument's current price.
In addition,  exchanges may establish daily price fluctuation limits for futures
contracts and options and may halt trading if a contract's price moves upward or
downward  more than the limit on a given day. On volatile  trading days when the
price  fluctuation  limit is reached  or a trading  halt is  imposed,  it may be
impossible  for the  Fund to enter  into new  positions  or close  out  existing
positions.  If the secondary  market for a contract were not liquid,  because of
price  fluctuation  limits  or  otherwise,  prompt  liquidation  of  unfavorable
positions  could be difficult or  impossible,  and the Fund could be required to
continue  holding a position until delivery or expiration  regardless of changes
in its value.  Under these  circumstances,  the Fund's  access to assets held to
cover its future positions could also be impaired.

     Futures and options  trading on foreign  exchanges  may not be regulated as
effectively  as similar  transactions  in the U.S. and may not involve  clearing
mechanisms or guarantees  similar to those  available in the U.S. The value of a
futures  contract  or  option  traded  on a foreign  exchange  may be  adversely
affected by

Statement of Additional Information                                           11


the imposition of different exercise and settlement terms,  trading  procedures,
and margin requirements, and lesser trading volume.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS

     The Fund has filed a notice of  eligibility  for  exclusion as a "commodity
pool  operator"  with the  CFTC  and the  National  Futures  Association,  which
regulates  trading in the  futures  markets.  The Fund  intends  to comply  with
Section 4.5 of the  regulations  under the Commodity  Exchange Act, which limits
the extent to which the Fund can commit  assets to initial  margin  deposits and
options premiums.

     The Fund may enter into futures  transactions  (including  related options)
for hedging  purposes  without regard to the  percentage of assets  committed to
initial  margin  and for  other  than  hedging  purposes  provided  that  assets
committed to initial margin deposits on such instruments, plus premiums paid for
open futures options positions,  less the amount by which any such positions are
"in-the-money,"  do not  exceed 5% of the  Fund's  total  assets.  To the extent
required by law, the Fund will set aside cash and appropriate liquid assets in a
segregated  account to cover its  obligations  related to futures  contracts and
options.  Financial  futures  or options  purchased  or sold by the Fund will be
standardized  and traded through the facilities of a U.S. or foreign  securities
association or listed on a U.S. or foreign  securities or commodities  exchange,
board of trade, or similar entity,  or quoted on an automatic  quotation system,
except that the Fund may effect  transactions in  over-the-counter  options with
primary U.S.  government  securities  dealers  recognized by the Federal Reserve
Bank of New  York.  In  addition,  the Fund has  undertaken  to limit  aggregate
premiums  paid on all options  purchased  by the Fund to no more than 20% of the
Fund's total net asset value.

     The  Fund  intends  to  comply  with  tax  rules  applicable  to  regulated
investment  companies,  including  a  requirement  that  gains  from the sale of
securities and certain other assets held less than three months  constitute less
than 30% of the Fund's gross income for each fiscal year.  Gains on some futures
contracts and options are included in this 30% calculation,  which may limit the
Fund's investments in these instruments.

INVESTMENT RESTRICTIONS

     The Fund's investment  restrictions set forth below are fundamental and may
not  be  changed  without  approval  of a  majority  of the  outstanding  voting
securities of the Fund, as defined in the Investment Company Act of 1940.

     THE FUND MAY NOT:

(1)  Purchase the  securities  of any issuer  (other than  securities  issued or
     guaranteed by the U.S. government,  its agencies or instrumentalities)  if,
     as a result, at the time of such investment,  (a) more than 5% of its total
     assets would be invested in the securities of that issuer,  or (b) the Fund
     would  hold  more than 10% of the  outstanding  voting  securities  of that
     issuer.

(2)  Borrow  money  except  from  a  bank  as a  temporary  measure  to  satisfy
     redemption  requests or for  extraordinary or emergency  purposes  provided
     that the  Fund  maintains  asset  coverage  of at  least  300% for all such
     borrowings.  The Fund  will not  purchase  any  security  while  borrowings
     representing more than 5% of its total assets are outstanding. The Fund may
     borrow  money for  temporary  or  emergency  purposes  from other  funds or
     portfolios for which the Manager is the investment advisor, or from a joint
     account of such funds or  portfolios,  as permitted  by federal  regulatory
     agencies,  and provided it has received any necessary  exemptive order from
     the Securities and Exchange Commission.

(3)  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.

(4)  Purchase or sell real estate or real estate  limited  partnerships,  unless
     acquired as a result of ownership of securities or other  instruments  (but
     this shall not  prevent  the Fund from  investing  in  securities  or other
     instruments  backed by real  estate or  readily  marketable  securities  of
     issuers  engaged  in  the  real  estate  business);  physical  commodities;
     contracts relating to physical commodities; or interests in oil, gas and/or
     mineral exploration development pro-

12                                                  American Century Investments


     grams or leases.  This restriction shall not be deemed to prohibit the Fund
     from purchasing or selling  currencies;  entering into futures contracts on
     securities,  currencies, or on indexes of such securities or currencies, or
     any other financial instruments; and purchasing and selling options on such
     futures contracts.

(5)  Make  loans to  others,  except for the  lending  of  portfolio  securities
     pursuant to guidelines  established  by the Board of Trustees and except as
     otherwise in accordance with the Fund's investment objective and policies.

(6)  Issue senior  securities,  except as permitted under the Investment Company
     Act of 1940.

(7)  Purchase  any  security  if, as a result,  25% or more of the Fund's  total
     assets  would  be  invested  in the  securities  of  issuers  having  their
     principal  business  activities  in  the  same  industry.   However,   this
     limitation  does not apply to  securities  issued or guaranteed by the U.S.
     government or any of its agencies or instrumentalities.

     The  Fund  is also  subject  to the  following  restrictions  that  are not
fundamental  and may,  therefore,  be changed by the Board of  Trustees  without
shareholder approval.

     THE FUND MAY NOT:

(a)  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  options  and  futures  contracts  are not deemed to
     constitute short sales of securities.

(b)  Purchase warrants,  valued at the lower of cost or market, in excess of 10%
     of the Fund's net assets. Included within that amount, but not to exceed 2%
     of the Fund's net assets, are warrants whose underlying  securities are not
     traded on principal domestic or foreign exchanges. Warrants acquired by the
     Fund  in  units  or  attached  to  securities  are  not  subject  to  these
     restrictions.

(c)  Purchase  securities  on  margin,  except  that the Fund  may  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  the  purchase  of
     securities on margin.

(d)  Invest in securities that are not readily marketable,  or that are illiquid
     because  they are subject to legal or  contractual  restrictions  on resale
     (collectively, "illiquid securities") if, as a result, more than 15% of the
     Fund's net assets would be invested in illiquid securities.

(e)  Acquire or retain the securities of any other  investment  company if, as a
     result, more than 3% of such investment company's  outstanding shares would
     be held by the Fund,  more than 5% of the value of the Fund's  assets would
     be invested in shares of such investment  company,  or more than 10% of the
     value of the  Fund's  assets  would be  invested  in shares  of  investment
     companies  in  the   aggregate,   except  in  connection   with  a  merger,
     consolidation,  acquisition, or reorganization or as otherwise permitted by
     applicable law.

(f)  Invest in securities of an issuer that,  together with any  predecessor  or
     unconditional  guarantor,  has been in operation  for less than three years
     if, as a result, more than 5% of the total assets of the Fund would then be
     invested in such securities, except obligations issued or guaranteed by the
     U.S. government or its agencies.

     Unless  otherwise  indicated,   percentage   limitations  included  in  the
restrictions apply at the time transactions are entered into.  Accordingly,  any
later  increase or decrease  beyond the specified  limitation  resulting  from a
change in the 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
("IDB"),  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

Statement of Additional Information                                           13


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.

PORTFOLIO TRANSACTIONS

     The Fund's assets are invested by the Manager in a manner  consistent  with
the Fund's  investment  objectives,  policies,  and  restrictions,  and with any
instructions  the Board of  Trustees  may issue from time to time.  Within  this
framework,  the Manager is responsible for making all  determinations  as to the
purchase and sale of portfolio  securities and for taking all steps necessary to
implement  securities  transactions on behalf of the Fund. In placing orders for
the  purchase and sale of  portfolio  securities,  the Manager will use its best
efforts to obtain the best possible price and execution and will otherwise place
orders with  broker-dealers  subject to and in accordance with any  instructions
the Board of  Trustees  may issue from time to time.  The  Manager  will  select
broker-dealers to execute portfolio transactions on behalf of the Fund solely on
the basis of best price and execution.

     The Fund's annual portfolio  turnover rate for the fixed-income  portion of
its  portfolio  is not  expected  to exceed  250%;  the  equity  portion  of its
portfolio  is not expected to exceed 150%.  These  turnover  rates may vary from
year to year. Because a higher turnover rate increases transaction costs and may
increase taxable gains, the advisor  carefully weighs the potential  benefits of
short-term investing against these considerations.

VALUATION OF PORTFOLIO SECURITIES

     The Fund's net asset value per share  ("NAV") is calculated as of the close
of business of the New York Stock Exchange (the "Exchange") usually at 3:00 p.m.
Central  time each day the  Exchange  is open for  business.  The  Exchange  has
designated the following  holiday  closings for 1997: New Year's Day (observed),
Presidents`  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  Day, and Christmas Day  (observed).  Although the Fund expects the
same holiday schedule to be observed in the future,  the Exchange may modify its
holiday schedule at any time.

     The  Manager  typically  completes  its  trading  on  behalf of the Fund in
various markets before the Exchange closes for the day. Securities are valued at
market,  depending  upon the  market or  exchange  on which  they  trade.  Price
quotations for  exchange-listed  securities are taken from the primary exchanges
on which these securities  trade.  Securities traded on exchanges will be valued
at their last sale prices.  If no sale is reported,  the mean between the latest
bid and asked prices is used. Securities traded  over-the-counter will be valued
at the mean between the latest bid and asked prices. Fixed-income securities are
priced at market value on the basis of market quotations supplied by independent
pricing services. Trading of securities in foreign markets may not take place on
every day the  Exchange  is open,  and trading  takes  place in various  foreign
markets on days on which the  Exchange  and the Fund's  offices are not open and
the Fund's net asset value is not calculated.  The Fund's net asset value may be
significantly  affected  on days when  shareholders  have no access to the Fund.
Securities for which market quotations are not readily  available,  or which may
change in value due to events  occuring after their primary  exchange has closed
for the day, are valued at fair market value as  determined  in good faith under
the direction of the Board of Trustees.

     If no sale is reported, the mean between the latest bid and asked prices is
used. Securities traded  over-the-counter will be valued at the mean between the
latest bid and asked prices.

PERFORMANCE

     The Fund`s yields and total returns may be quoted in advertising  and sales
literature.  These  figures,  as well as the Fund's share price will vary.  Past
performance should not be considered as indicative of future results.

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

     YIELD = 2 [(a - b + 1)6 - 1]
                ------
                  cd
where a =  dividends  and  interest  earned  during  the  period,  b =  expenses
accrued for the period (net of

14                                                  American Century Investments


reimbursements),  c = the average daily number of shares  outstanding during the
period that were  entitled to receive  dividends,  and d = the maximum  offering
price per share on the last day of the period.

     Average annual total returns are  calculated by  determining  the growth or
decline in value of a hypothetical historical investment in a Fund over 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 result in 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 a 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.

     The Fund's average  annual total returns for the one-year and  life-of-fund
periods ended May 31, 1996, are indicated in the following table.

                                        Average Annual Total Return
- -----------------------------------------------------------------------------
One Year                                          13.04%
Life-of-Fund*                                     17.61%
- -----------------------------------------------------------------------------
* Since Fund inception on December 1, 1994.

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

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

     Indexes may assume reinvestment of dividends,  but, generally,  they do not
reflect  administrative  and management costs such as those incurred by a mutual
fund.

     Occasionally  statistics may be used to illustrate Fund volatility or risk.
Measures  of  volatility  or risk  generally  are used to compare the Fund's net
asset value or  performance  to a market  index.  One measure of  volatility  is
"beta."  Beta  expresses  Fund  volatility  relative  to  the  total  market  as
represented  by the S&P  500.  A beta of more  than  1.00  indicates  volatility
greater  than  that  of the  market,  and a beta  of less  than  1.00  indicates
volatility less than that of the market.

Statement of Additional Information                                           15


Another  measure  of  volatility  or  risk  is  "standard  deviation."  Standard
deviation  is used to measure  variability  of net asset  value or total  return
relative  to an average  over a  specified  period of time.  The premise is that
greater   volatility   connotes  greater  risk  undertaken  to  achieve  desired
performance.

     The Fund's  shares are sold without a sales charge  (load).  No-load  funds
offer an  advantage  to investors  when  compared to load funds with  comparable
investment objectives and strategies.

TAXES

     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, the Fund will not incur federal income or state taxes
on its net  investment  income and net realized  capital  gains  distributed  to
shareholders.

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

     The Fund's transactions in foreign currencies,  forward contracts,  options
and  futures  contracts  (including  options and  futures  contracts  on foreign
currencies) will be subject to special  provisions of the Code that, among other
things, may affect the character of gains and losses realized by the Fund (i.e.,
may  affect  whether  gains or  losses  are  ordinary  or  capital),  accelerate
recognition  of  income  to  the  Fund,  defer  Fund  losses,   and  affect  the
determination of whether capital gains and losses are characterized as long-term
or short-term  capital gains or losses.  These rules could therefore  affect the
character, amount and timing of distributions to shareholders.  These provisions
also may require a Fund to mark to market  certain types of the positions in its
portfolio  (i.e.,  treat them as if they were closed  out),  which may cause the
Fund to recognize income without receiving cash with which to make distributions
in amounts  necessary to satisfy the 90% and 98%  distribution  requirements for
relief from income and excise taxes.  The Fund will monitor its transactions and
may make such tax elections as Fund management deems appropriate with respect to
foreign currency,  options,  futures  contracts,  forward  contracts,  or hedged
investments.  The Fund's status as a regulated  investment company may limit its
transactions   involving  foreign  currency,   futures,   options,  and  forward
contracts.

     Under the Code,  gains or losses  attributable  to fluctuations in exchange
rates that occur between the time the Fund accrues  income or other  receivables
or accrues expenses or other  liabilities  denominated in a foreign currency and
the time the Fund actually  collects such  receivables or pays such  liabilities
generally  are treated as ordinary  income or loss.  Similarly,  in disposing of
debt securities  denominated in foreign  currencies and certain forward currency
contracts,  gains or  losses  attributable  to  fluctuations  in the  value of a
foreign  currency  between the date the security or contract is acquired and the
date it is disposed  of are also  usually  treated as  ordinary  income or loss.
Under  Section 988 of the Code,  these gains or losses may  increase or decrease
the amount of the Fund's investment  company taxable income to be distributed to
shareholders  as  ordinary  income  and  correspondingly  decrease  or  increase
distributions of capital gains.

     The  Fund  may  invest  in  shares  of  foreign  corporations  that  may be
classified under the Code as passive foreign investment companies ("PFIC"s).  In
general,  a foreign  corporation is classified as a PFIC is at least one-half of
its assets constitute passive investment-type assets or 75% or more of its gross
income is passive  investment-type income. Certain distributions from a PFIC and
gains from the sale of PFIC  shares are treated as excess  distributions.  These
excess  distributions and gains may subject the Fund to  non-deductible  federal
income tax.

     The Fund will monitor its  transactions  and may make such tax elections as
Fund management deems appropriate with respect to its holdings in PFICs. The

16                                                  American Century Investments


Fund's intention to qualify annually as a regulated investment company may limit
its elections with respect to PFIC shares.

     Because the  application of the PFIC rules may affect,  among other things,
the  character  of  gains,  the  amount of gain or loss,  and the  timing of the
recognition  of income with respect to PFIC shares,  as well as subject the Fund
itself to tax on excess  distributions from PFIC shares, the amount that must be
distributed to  shareholders,  which will be taxed to  shareholders  as ordinary
income or long-term  capital gain,  may be increased or decreased  substantially
compared to a fund that did not invest in PFIC shares.

     Earnings  derived by the Fund from sources  outside the U.S. may be subject
to non-U.S.  withholding and possibly other taxes.  Such taxes may be reduced or
eliminated  under the terms of a U.S. income tax treaty,  and the Fund generally
intends to undertake any procedural steps required to claim the benefits of such
a treaty.  Generally,  such taxes will reduce the Fund's income distributable to
shareholders.  This Fund will not qualify to pass through any such foreign taxes
to the Fund's shareholders.

     Some of the debt securities that may be acquired by the Fund may be treated
as debt  securities  that are originally  issued at a discount.  Generally,  the
amount of the original issue discount  ("OID") is treated as interest income and
is included in income over the term of the debt security, even though payment of
that amount is not received  until a later time,  usually when the debt security
matures. Therefore,  distribution of this income may be required even though the
Fund would not have received the cash with which to make the distribution.

     Some of the debt securities may be purchased in the secondary market by the
Fund at a  discount  that  exceeds  the  original  issue  discount  on such debt
securities,  if any. This  additional  discount  represents  market discount for
federal income tax purposes. The gain realized on the disposition of any taxable
debt security  having market  discount will be treated as ordinary income to the
extent it does not exceed the  accrued  market  discount  on such debt  security
previously  included in the fund's  investment  company taxable  income.  At the
election of the Fund,  market discount accrues for tax purposes on a daily basis
for each day the debt  security is held by the Fund at a constant  rate over the
time remaining to the debt security's  maturity or, at the election of the Fund,
at a  constant  yield  to  maturity  that  takes  into  account  the  semiannual
compounding of interest.

     Generally,  the  Fund  will  be  required  to  distribute  to  shareholders
dividends  representing  the accretion of discounts on debt  securities that are
currently  includable in income,  even if cash  representing such income has not
been  received by the Fund.  Cash to pay such  dividends  may be  obtained  from
proceeds of sales of securities held by the Fund.

     Exchange control  regulations that may restrict  repatriation of investment
income,  capital,  or the proceeds of securities sales by foreign  investors may
limit the Fund's  ability to make  sufficient  distributions  to satisfy the 90%
income tax and 98% excise tax distribution requirements.

     Ordinarily,  the Fund will  declare  and pay  dividends  of net  investment
income  quarterly and make  distributions of net realized capital gains, if any,
at least annually.

     Upon redeeming,  selling,  or exchanging  shares of the Fund, a shareholder
will  realize  a  taxable  gain or loss  depending  upon his or her basis in the
shares liquidated.  The gain or loss generally will be a capital gain or loss if
the shares are capital assets in the  shareholder's  hands and will be long-term
or short-term  depending on the length of time the shares were held.  However, a
loss  recognized by a shareholder in the  disposition of shares on which capital
gain dividends were paid (or deemed paid) before the shareholder had held his or
her shares for more than six months would be treated as a long-term capital loss
for tax purposes.

     A gain realized on the redemption, sale, or exchange of shares would not be
affected by the  reacquisition of shares.  The deduction of a loss realized on a
redemption,  sale,  or exchange of shares would be disallowed to the extent that
the  shares  disposed  of  were  replaced   (whether  through   reinvestment  of
distributions or otherwise)  within a period of 61 days beginning 30 days before
and ending 30 days after the disposal date. Under such circumstances,  the basis
of the shares acquired would be adjusted to reflect the disallowed loss.

     The information  above is only a summary of some of the tax  considerations
generally affecting the Fund

Statement of Additional Information                                           17


and its  shareholders.  No  attempt  has been  made to  discuss  individual  tax
consequences.  The Fund's  distributions may also be subject to state, local, or
foreign  taxes.  U.S.  tax rules  applicable  to  foreign  investors  may differ
significantly  from those  outlined  above.  To determine  whether the Fund is a
suitable investment based on his or her tax situation  prospective  investor may
wish to consult a tax advisor.

ABOUT AMERICAN CENTURY MANAGER FUNDS

     American  Century  Manager  Funds (the  "Trust") is a  registered  open-end
management  investment  company that was organized as a  Massachusetts  business
trust on July 12, 1994. The Trust was formerly known as "Benham  Manager Funds."
American  Century Capital Manager Fund (formerly know as "Benham Capital Manager
Fund") is  currently  the sole series of the Trust.  The Board of  Trustees  may
create additional series from time to time.

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

     If  additional  series were created by the Board of  Trustees,  each series
would vote  separately  on matters  affecting  that series  exclusively.  Voting
rights are not cumulative so that investors holding more than 50% of the Trust's
outstanding  shares  may  elect  a  Board  of  Trustees.  The  Trust  instituted
dollar-based  voting,  meaning  that the number of votes you are  entitled to is
based upon the dollar  amount of your  investment.  The  election of Trustees is
determined by the votes received from all Trust  shareholders  without regard to
whether a majority  of shares of any one series  voted in favor of a  particular
nominee or all nominees as a group. Each shareholder  series has equal rights to
dividends  and  distributions  declared by the Fund and to the net assets of the
Fund  upon its  liquidation  or  dissolution  proportionate  to his or her share
ownership interest in the Fund.

     Shareholders  of  a  Massachusetts  business  trust  could,  under  certain
circumstances,  be held  personally  liable for its  obligations.  However,  the
Declaration of Trust contains an express disclaimer of shareholder liability for
acts or  obligations  of the Trust.  The  Declaration of Trust also provides for
indemnification and reimbursement of expenses of any shareholder held personally
liable for obligations of the Trust.  The Declaration of Trust provides that the
Trust  will,  upon  request,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Trust and satisfy  any  judgment
thereon.  The Declaration of Trust further  provides that the Trust may maintain
appropriate  insurance (for example,  fidelity bonding, and errors and omissions
insurance)  for  the  protection  of  the  Trust,  its  shareholders,  Trustees,
officers,  employees,  and agents to cover possible tort and other  liabilities.
Thus,  the  risk  of a  shareholder  incurring  financial  loss as a  result  of
shareholder  liability  is limited  to  circumstances  in which both  inadequate
insurance exists and the Trust itself is unable to meet its obligations.

     CUSTODIAN BANK: Chase Manhattan Bank, 4 Chase Metrotech  Center,  Brooklyn,
NY 11245 and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64106 serve
as  custodians of the Fund's  assets.  Services  provided by the custodian  bank
include (a) settling portfolio purchases and sales, (b) reporting failed trades,
(c) identifying and collecting  portfolio income, and (d) providing  safekeeping
of securities.  The custodian takes no part in determining the Fund's investment
policies or in determining which securities are sold or purchased by the Fund.

     INDEPENDENT  AUDITORS:  KPMG Peat  Marwick LLP,  1000  Walnut,  Suite 1600,
Kansas City,  Missouri  64106,  serves as the Trust's  independent  auditors and
provides  services  including (a) audit of annual  financial  statements and (b)
preparation of annual federal income tax returns filed on behalf of the Fund.

TRUSTEES AND OFFICERS

     The Trust's  activities are overseen by a Board of Trustees,  including six
independent Trustees.  The individuals listed below whose names are marked by an
asterisk (*) are "interested persons" of the Trust (as defined in the Investment
Company Act of 1940) by virtue of, among other considerations, their affiliation
with  either  the Trust;  the  Trust's  investment  advisor,  Benham  Management
Corporation;  the  Trust's  agent  for  transfer  and  administrative  services,
American Century Services  Corporation  (ACS); the Trust's  distribution  agent,
American Century Investment

18                                                  American Century Investments


Services,  Inc. (ACIS);  their parent  corporation,  American Century Companies,
Inc. (ACC) or ACC's  subsidiaries;  or other funds advised by the Manager.  Each
Trustee listed below also serves as a Trustee or Director of other funds advised
by the Manager.  Unless otherwise noted, dates in parentheses  indicate the date
the Trustee or officer  began his or her service in a particular  capacity.  The
Trustees' and officers'  address,  with the exception of Mr. Stowers III and Ms.
Roepke, is 1665 Charleston Road, Mountain View, California 94043. The address of
Mr. Stowers III and Ms. Roepke is 4500 Main Street, Kansas City, Missouri 64111.

TRUSTEES

     *JAMES M. BENHAM,  Chairman of the Board of Trustees (1994);  President and
Chief  Executive  Officer  (1996).  Mr. Benham is also President and Chairman of
the Board of the Manager  (1971);  and a member of the Board of Governors of the
Investment  Company  Institute  (1988).  Mr.  Benham has been in the  securities
business  since 1963, and he frequently  comments  through the media on economic
conditions, investment strategies, and the securities markets.

     ALBERT A.  EISENSTAT,  independent  Trustee  (1995).  Mr.  Eisenstat  is an
independent  Director of each of  Commercial  Metals Co.  (1982),  Sungard  Data
Systems (1991) and Business  Objects S/A (1994).  Previously,  he served as Vice
President of Corporate  Development  and Corporate  Secretary of Apple  Computer
and served on its Board of Directors (1985 to 1993).

     RONALD J. GILSON,  independent  Trustee  (1995).  Mr.  Gilson is Charles J.
Meyers  Professor  of Law and  Business  at Stanford  Law School  (1979) and the
Mark and Eva Stern Professor of Law and Business at Columbia  University  School
of Law  (1992);  counsel to  Marron,  Reid & Sheehy (a San  Francisco  law firm,
1984).

     MYRON S. SCHOLES,  independent  Trustee (1994).  Mr. Scholes is a principal
of Long-Term  Capital  Management  (1993). He is also Frank E. Buck Professor of
Finance at the  Stanford  Graduate  School of  Business  (1983),  a Director  of
Dimensional  Fund Advisors  (1982) and the Smith Breeden Family of Funds (1992).
From August 1991 to June 1993,  Mr.  Scholes was a Managing  Director of Salomon
Brothers Inc. (securities brokerage).

     KENNETH  E.  SCOTT,  independent  Trustee  (1994).  Mr.  Scott  is Ralph M.
Parsons  Professor  of Law and  Business  at  Stanford  Law School  (1972) and a
Director of RCM Capital Management (June 1994).

     ISAAC STEIN,  independent  Trustee (1994).  Mr. Stein is former Chairman of
the Board (1990 to 1992) and Chief Executive Officer (1991 to 1992) of Esprit de
Corp.  (clothing  manufacturer).  He  is  a  member  of  the  Board  of  Raychem
Corporation (electrical equipment, 1993), President of Waverley Associates, Inc.
(private   investment   firm,   1983),   and  a  Director  of  ALZA  Corporation
(pharmaceuticals,  1987). He is also a Trustee of Stanford University (1994) and
Chairman of Stanford Health Services (hospital, 1994).

     *JAMES STOWERS III,  Trustee  (1995).  Mr. Stowers III is President,  Chief
Executive Officer and Director of ACC, ACS and ACIS.

     JEANNE D. WOHLERS,  independent  Trustee  (1994).  Ms. Wohlers is a private
investor,  and an  independent  Director and Partner of Windy Hill  Productions,
LP..  Previously,  she served as Vice President and Chief  Financial  Officer of
Sybase, Inc. (software company, 1988 to 1992).

OFFICERS

     *JAMES M. BENHAM, President and Chief Executive Officer (1996).

     *WILLIAM  M.  LYONS,  Executive  Vice  President  (1996);   Executive  Vice
President,  Chief  Operating  Officer,  General  Counsel  and  Secretary  of the
Manager, ACS, and ACIS.

     *DOUGLAS A. PAUL,  Secretary  (1994),  Vice President  (1994),  and General
Counsel  (1994),  Secretary,  and Vice  President  of the funds  advised  by the
Manager.

     *ROBERT J. LEACH, Controller (1996).

     *MARYANNE ROEPKE,  CPA, Chief Financial Officer and Treasurer (1995),  Vice
President and Assistant Treasurer of ACS.

     As of July 31, 1996, the Trust's officers and Trustees,  as a group,  owned
less than 1% of the Fund's total shares outstanding.

     The table on page 20 summarizes the  compensation  that the Trustees of the
Fund received for the Fund's fiscal year ended November 30, 1995, as well as the
compensation  received  for  serving as  Director  or Trustee of all other funds
advised by the Manager.

Statement of Additional Information                                           19


INVESTMENT ADVISORY SERVICES

     The  Fund has an  investment  advisory  agreement  with  Benham  Management
Corporation,  dated June 1, 1995,  that was approved by  shareholders on May 31,
1995.

     The  Manager  is  a  California  corporation  and  became  a  wholly  owned
subsidiary of ACC on June 1, 1995. The Manager has served as investment  advisor
to the Fund since the Fund's  inception.  ACC is a holding company that owns all
of the stock of the operating companies that provide the investment  management,
transfer  agency,  shareholder  service,  and other  services  for the  American
Century funds. James E. Stowers, Jr., controls ACC by virtue of his ownership of
a majority of its common  stock.  The Manager has been a  registered  investment
advisor since 1971.

     The Fund's  agreement  with the Manager  continues for an initial period of
two years and thereafter from year to year provided that,  after the initial two
year  period,  it is approved at least  annually by vote of either a majority of
the Fund's  outstanding voting securities or by vote of a majority of the Fund's
Trustees,  including a majority of those Trustees who are neither parties to the
agreement nor interested  persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

     The investment advisory agreement is terminable on 60 days' written notice,
either  by the  Fund or by the  Manager,  to the  other  party,  and  terminates
automatically in the event of its assignment.

     Pursuant to the investment  advisory  agreement,  the Manager  provides the
Fund with investment advice and portfolio management services in accordance with
the  Fund's  investment  objective,  policies,  and  restrictions.  The  Manager
determines  what  securities  will be purchased and sold by the Fund and assists
the Trust's officers in carrying out decisions made by the Board of Trustees.

     For these services, the Fund pays the Manager a monthly investment advisory
fee based on its pro rata share of the dollar  amount  derived from applying the
Trust's average daily net assets to the following  investment  advisory fee rate
schedule:

     0.65% of the first $100 million;  
     0.60% of the next $100 million;
     0.55% of the next $100 million;  
     0.50% of the next $100 million;  
     0.45% of the next $100 million;  
     0.37% of the next $1 billion;  
     0.34% of the next $1 billion;
     0.31% of the next $1 billion;  
     0.30% of the next $1 billion;  
     0.29% of the next $1 billion; 
     0.28% of the next $1 billion; and
     0.27% of the average daily net assets over $6.5 billion

     Investment  advisory  fee  paid by the  Fund for the  fiscal  period  ended
November 30, 1995, is $22,524. Fee amounts are net of reimbursements.

<TABLE>
<CAPTION>

TRUSTEE COMPENSATION FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1995

                             Aggregate           Pension or Retirement            Estimated            Total Compensation
     Name of               Compensation         Benefits Accrued As Part       Annual Benefits         From Fund and Fund
     Trustee*             From The Fund             of Fund Expenses           Upon Retirement     Complex** Paid to Trustees
- --------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>                        <C>                       <C>
Albert A. Eisenstat               $0                 Not Applicable            Not Applicable                     $0

Ronald J. Gilson              $1,273                 Not Applicable            Not Applicable                $48,583

Myron S. Scholes              $2,787                 Not Applicable            Not Applicable                $65,375

Kenneth E. Scott              $2,845                 Not Applicable            Not Applicable                $64,875

Ezra Solomon                  $2,784                 Not Applicable            Not Applicable                $58,542

Isaac Stein                   $2,845                 Not Applicable            Not Applicable                $63,375

Jeanne D. Wohlers             $2,782                 Not Applicable            Not Applicable                $67,173
- --------------------------------------------------------------------------------------------------------------------------------
*    Interested Trustees receive no compensation for their services as such.
**   American Century family of funds includes nearly 70 no-load mutual funds.
</TABLE>

20                                                  American Century Investments


TRANSFER AND ADMINISTRATIVE SERVICES

     American  Century  Services  Corporation,  4500 Main  Street,  Kansas City,
Missouri,  64111, (ACS) acts as transfer,  administrative  services and dividend
paying agent for the Fund. ACS provides  facilities,  equipment and personnel to
the Fund and is paid for such services by the Fund. For administrative services,
the Fund pays ACS a monthly fee equal to its pro rata share of the dollar amount
derived from  applying the average  daily net assets of all of the Funds advised
by the Manager to the following administrative fee rate schedule:

Group Assets                              Administrative Fee Rate
- -----------------------------------------------------------------------------
up to $4.5 billion                                  .11%
up to $6 billion                                    .10
up to $9 billion                                    .09
over $9 billion                                     .08
- -----------------------------------------------------------------------------

     For transfer agent services, the Fund pays ACS a monthly fee of $1.1875 for
each shareholder  account maintained and $1.35 for each shareholder  transaction
executed during that month.

     The Fund  paid  $29,031  in  administrative  service  fees and  $59,873  in
transfer agent fees net of  reimbursements  for the fiscal period ended November
30, 1995.

DISTRIBUTION OF FUND SHARES

     The Fund's shares are distributed by American Century Investment  Services,
Inc. (the  "Distributor"),  a registered  broker-dealer  and an affiliate of the
Manager. The Manager pays all expenses for promoting and distributing the Fund's
shares  offered by this  Prospectus.  The Fund does not pay any  commissions  or
other  fees to the  Distributor  or to any  other  broker-dealers  or  financial
intermediaries in connection with the distribution of Fund shares.

DIRECT FUND EXPENSES

     The Fund  pays  certain  operating  expenses  that are not  assumed  by the
Manager or ACS.  These  include fees and expenses of the  independent  Trustees;
custodian, audit, tax preparation, and pricing fees; fees of outside counsel and
counsel  employed  directly  by  the  Trust;   costs  of  printing  and  mailing
prospectuses,  statements of additional information,  notices, proxy statements,
confirmations,  and reports to  shareholders;  fees for  registering  the Fund's
shares under federal and state securities laws;  brokerage fees and commissions;
trade  association  dues;  costs of fidelity and  liability  insurance  policies
covering  the Fund;  costs for  incoming  WATS lines  maintained  to receive and
handle shareholder inquiries; and organizational costs.

EXPENSE LIMITATION AGREEMENT

     The Manager may recover  amounts  absorbed on behalf of the Fund during the
preceeding 11 months if, and to the extent that, for any given month, the Fund's
expense limit in effect at that time. The Manager has agreed to limit the Fund's
expenses to 1.00% of the Fund's average daily net assets until May 31, 1997.

     The expense limit is subject to annual renewal.

     Net amounts  absorbed or recouped  for the fiscal year ended  November  30,
1995, is indicated below.

Fiscal Year                    Net Reimbursements (Recoupments)
- -----------------------------------------------------------------------------
1995                                                  $183,426
- -----------------------------------------------------------------------------

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

     The Fund's shares are continuously  offered at NAV. Share  certificates are
issued  (without  charge) only when requested in writing.  Certificates  are not
issued for fractional shares. Dividend and voting rights are not affected by the
issuance of certificates.

     American Century may reject or limit the amount of an investment to prevent
any one shareholder or affiliated group from controlling the Trust or one of its
series;  to avoid  jeopardizing  a  portfolio's  tax  status;  or  whenever,  in
management's  opinion,  such  rejection  is in the  Trust's  or a  series'  best
interest.  ACS charges  neither fees nor commissions on the purchase and sale of
fund shares.  However,  ACS may charge fees for special services  requested by a
shareholder or necessitated by acts or omissions of a shareholder.  For example,
ACS may charge a fee for processing dishonored investment checks or stop-payment
requests. See the Investor Services Guide for more information.

     Share purchases and redemptions are governed by California law.

     As of July 31, 1996,  to the knowledge of the Trust,  no other  shareholder
was the record holder or benefi-

Statement of Additional Information                                           21


cial owner of 5% or more of the Fund's total shares outstanding.

Fund                                      Capital Manager
- -----------------------------------------------------------------------------
Shareholder Name and                      American Century Money
Address                                   Purchase Plan
                                          4500 Main Street
                                          Kansas City, MO 64111
- -----------------------------------------------------------------------------
# of Shares Held                          401,595.226
- -----------------------------------------------------------------------------
% of Total Shares
Outstanding                               6.1%
- -----------------------------------------------------------------------------

OTHER INFORMATION

     The Fund's investment advisor has been continuously registered with the SEC
under the Investment Advisers Act of 1940 since December 14, 1971. The Trust has
filed  a  registration  statement  under  the  Securities  Act of  1933  and the
Investment  Company  Act of  1940  with  respect  to the  shares  offered.  Such
registrations  do not imply  approval or supervision of the Trust or the advisor
by the SEC.

     For further  information,  please refer to the  registration  statement and
exhibits on file with the SEC in Washington,  D.C. These documents are available
upon payment of a  reproduction  fee.  Statements in the  Prospectus and in this
Statement  of  Additional  Information  concerning  the contents of contracts or
other  documents,  copies  of which are filed as  exhibits  to the  registration
statement, are qualified by reference to such contracts or documents.

22                                                  American Century Investments


                                     NOTES

Statement of Additional Information                                   Notes   23


                                     NOTES

24   Notes                                          American Century Investments


                                     NOTES

Statement of Additional Information                                   Notes   25


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

Person-to-person assistance:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865

Fax: 816-340-7962

                                 [company logo]
                                    American
                                  Century(sm)

9701            [recycled logo]    
SH-BKT-6753        Recycled



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission