BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
N-30D, 1996-04-29
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                               BENHAM CALIFORNIA
                                  TAX-FREE AND
                                MUNICIPAL FUNDS

                               -----------------

                     Semiannual Report * February 29, 1996

                           [picture of the California
                                  state flag]

                           Tax-Free Money Market Fund
                          Municipal Money Market Fund
                           Municipal High-Yield Fund
                             Tax-Free Insured Fund

                        [company logo] The Benham Group
              Part of the Twentieth Century Family of Mutual Funds



                                    CONTENTS
   U.S. ECONOMIC REVIEW.............................................. 1

   MUNICIPAL MARKET SUMMARY.......................................... 2

   CALIFORNIA ECONOMIC &
   CREDIT ANALYSIS................................................... 4

   TAX-FREE MONEY MARKET FUND
   Performance Information........................................... 5
   Portfolio Information............................................. 6
   Management Discussion & Performance Comparison.................... 7
   Financial Information (Unaudited).................................30

   MUNICIPAL MONEY MARKET FUND
   Performance Information........................................... 9
   Portfolio Information.............................................10
   Management Discussion & Performance Comparison....................11
   Financial Information (Unaudited).................................31

   MUNICIPAL HIGH-YIELD FUND
   Performance Information...........................................13
   Performance Comparison & Breakdown................................14
   Portfolio Information.............................................15
   Management Discussion.............................................16
   Financial Information (Unaudited).................................32

   TAX-FREE INSURED FUND
   Performance Information...........................................18
   Performance Comparison & Breakdown................................19
   Portfolio Information.............................................20
   Management Discussion.............................................21
   Financial Information (Unaudited).................................34

   INVESTMENT FUNDAMENTALS...........................................23





                              U.S. ECONOMIC REVIEW
                                JAMES M. BENHAM      [photo of James
                             Chairman, Benham Funds     M. Benham]

Slow economic growth and low inflation characterized the U.S. economy in 1995,
creating similar expectations for 1996. The U.S. economy grew at a 2% annual
rate in 1995, the weakest yearly performance since the 1991 recession. U.S.
inflation was just 2.5% in 1995, the lowest annual rate since 1986.

[bar graph on left side of page.  graph data described below]

The Federal Reserve's (the Fed's) success in slowing the economy and inhibiting
inflation by raising short-term interest rates from February 1994 to February
1995 eventually led to a new interest rate strategy. The Fed reduced the federal
funds rate target, from 6.00% to 5.75% in July 1995, then lowered it twice
more--to 5.50% in December 1995 and to 5.25% in January 1996. Slowing corporate
and government spending, declining auto sales and housing activity, and
poorer-than-expected holiday season retail sales seemed to indicate lower
interest rates in 1996 and a possible recession.

Federal budget battles, which led to two government shutdowns, furthered the
cause of economic weakness. The shutdowns also delayed key economic reports,
causing confusion in the financial markets during the first quarter of 1996.
Amid this confusion and slow growth/low inflation expectations, the February
payroll employment report, showing the strongest job creation in 12 years,
exploded like a time bomb (see the accompanying graph). It dashed hopes that the
Fed would cut interest rates at its policy meeting in March, triggering a bond
sell-off and higher interest rates.

The March payroll employment report was also unexpectedly strong. The strength
of the recent employment reports seems to indicate that the economy is picking
up momentum, with no immediate need for the Fed to reduce interest rates. Other
signs of a stronger economy include higher auto sales and factory orders, rising
consumer confidence and strong housing starts. But the economy still doesn't
feel particularly robust--layoffs are at historically high levels, wages are
stagnant, capital expenditures are slowing, and personal bankruptcies and loan
delinquencies are higher. Overall, we believe the evidence still suggests
moderate economic growth in 1996, with both growth and inflation around 3%.

[graph data]
U.S. Nonfarm Payroll Employment
(seasonally adjusted, in thousands)

                  Monthly Change            Three-Month Moving Average
Jan-95            186                       292
Feb-95            313                       232
Mar-95            179                       226
Apr-95              8                       167
May-95            -62                        42
Jun-95            299                        82
Jul-95             28                        88
Aug-95            263                       197
Sep-95             94                       128
Oct-95             66                       141
Nov-95            214                       125
Dec-95            145                       142
Jan-96           -146                        71
Feb-96            624                       208
Mar-96            140                       206

Source: Bloomberg Financial Markets


                                       1
 


                                MARKET SUMMARY
                              MUNICIPAL SECURITIES
      by Dave MacEwen, Vice President & Senior Municipal Portfolio Manager

MUNICIPAL MARKET OVERVIEW

Decelerating economic growth and low levels of inflation during the six months
ended February 29, 1996, provided a very favorable environment for U.S. bonds.
However, the rally in municipal bonds (munis) was dampened initially by flat tax
fears. Investors feared that the adoption of a flat tax would strip munis of
their tax-exempt advantage, and fearing the worst, many muni investors moved out
of long-term munis and into shorter-term securities to await future
developments.

The patience of these investors was rewarded by a change in the political
climate. The waning "Republican Revolution" in Washington and a lack of support
(especially on the part of Republican front-runner Bob Dole) for the flat tax
made it increasingly clear by late 1995 that this particular type of tax reform
was unlikely to become a reality.

In early 1996, demand for long-term munis increased significantly as many muni
bonds were called (see Callability on page 26). Over the past few years, low
interest rates have prompted high volumes of muni refundings, freeing billions
of dollars for reinvestment in munis.

[line graph on left side of page.  graph data described below]

Seasonal factors also played a part--January is historically characterized by
low levels of muni issuance as municipalities gear up for the new fiscal year.

Overall, muni issuance remains sluggish--1996 issuance to date is running below
the average for 1995. This combination of low supply and strong demand helped
munis post gains during the six-month period as yields fell across all
maturities (see the accompanying graph).

[graph data]
The Shifting Municipal Yield Curve

years         2/29/96      8/31/95
1             3.35%        3.65%
2             3.65         3.85
3             3.85         4.01
              3.97         4.16
5             4.09         4.31
              4.2          4.435
7             4.31         4.56
              4.41         4.66
              4.51         4.76
10            4.61         4.86
              4.708        4.98
              4.806        5.1
              4.904        5.22
              5.002        5.34
15            5.1          5.46
              5.138        5.514
              5.176        5.568
              5.214        5.622
              5.252        5.676
20            5.29         5.73
              5.3          5.754
              5.31         5.778
              5.32         5.802
              5.33         5.826
25            5.34         5.85
              5.346        5.854
              5.352        5.858
              5.358        5.862
              5.364        5.866
30            5.37         5.87

Source: Bloomberg Financial Markets


                                       2


                                MARKET SUMMARY
                              MUNICIPAL SECURITIES
                       (Continued from the previous page)

MUNICIPAL SECURITIES VS. TREASURY SECURITIES

Over the six-month period, munis in the 10- to 30-year maturity sector
outperformed Treasury securities with comparable maturities. This resulted from
a combination of fading flat tax fears, as wary investors moved back to
long-term munis, and a high volume of bond maturities and bond calls.

Conversely, as demand for long-term munis increased and investors moved away
from short-term securities, munis with maturities of five years or less
underperformed Treasuries of like maturity.

[bar graph on right side of page.  graph data described below.]

The accompanying graph, showing muni yields as a percent of Treasury yields,
demonstrates the difference in relative performance at either end of the muni
yield curve over the six-month period.

The increasing percentage seen in the three-year maturity sector shows that muni
and Treasury yields moved closer together, indicating that short-term munis
underperformed Treasuries. The decreasing percentage in the 30-year sector shows
a widening of the spread between muni and Treasury yields, indicating that
long-term munis outperformed Treasuries.

[graph data]
Municipal Yields as a % of Treasury Yields

                  8/31/95     2/29/96
3-year note       67%          69%
30-year bond      88           83

Source: Bloomberg Financial Markets


                                       3


                           CALIFORNIA CREDIT ANALYSIS
                        STATE ECONOMIC AND CREDIT REVIEW
      by Steve Permut, Manager of Municipal Credit Analysis, and the Benham
  Municipal Credit Analysis Team: Joe Crowley, Scott Lord and Bill McClintock

California's economic recovery, which began in the fourth quarter of 1993,
continued through the six months ended February 29, 1996. Strong employment
growth in the state (twice the national growth rate) lowered California's
unemployment rate to 7.6%, down from a 1993 recessionary high of more than 9%.
In fact, California's economy has replaced all of the jobs lost during the
recession (see the graph below), with significant growth in the high-wage
sectors of technology, tourism and entertainment.

[mountain graph on left side of page.  graph data described below.]

California retail sales also continued to outperform the nation without the
housing- and construction-related expenditures that have fueled previous state
economic recoveries. This illustrates a fundamental change in California's
economic structure--a shift away from dependence on the large, cyclical
manufacturing and construction industries toward a diversified economic base of
smaller, more nimble companies.

Regionally, rebounding economic growth in southern California has been crucial
to the state's overall growth because the metropolitan areas of Los Angeles and
San Diego account for approximately two-thirds of California's economy. The
gradual rebound in the southern part of the state contrasts with the exceptional
growth in the San Francisco Bay Area and Sacramento. At the local level,
California counties continue to struggle because of their unique mix of
responsibilities and funding sources. Revenue problems remain severe--counties
are dependent on state and federal funding, which has been reduced in recent
years. Other local governments, such as cities and school districts, have
generally benefited from the state's recent economic strength, but regional
disparities point to a continued need for thorough case-by-case credit analysis.

California's revitalized economy has brought the state closer to solving its
budget problems. State revenue collections remain positive. However, if several
major expenditure assumptions in the current budget (and in the proposed 1996-97
budget) are not approved, any revenue gains will be more than eliminated.
Despite these concerns, our outlook for the state is more positive than it's
been for several years. We believe that the recent economic and fiscal
improvements will lead to an upgrade in the state's credit rating by the end of
1996.

[graph data]
California Employment
(non-farm, seasonally adjusted, 6-mo. moving average, in thousands)

1/31/91           12505.6
2/28/91           12487.2
3/31/91           12466.7
4/30/91           12445.7
5/31/91           12423.3
6/30/91           12398.5
7/31/91           12383.1
8/31/91           12371.7
9/30/91           12361.5
10/31/91          12349.8
11/30/91          12335.1
12/31/91          12318.5
1/31/92           12293.3
2/29/92           12262.8
3/31/92           12241.9
4/30/92           12223.2
5/31/92           12207.3
6/30/92           12192.3
7/31/92           12187.5
8/31/92           12181.4
9/30/92           12163.9
10/31/92          12146.9
11/30/92          12130.8
12/31/92          12113.9
1/31/93           12099.5
2/28/93           12088.3
3/31/93           12078
4/30/93           12063.6
5/31/93           12051.5
6/30/93           12046
7/31/93           12039.6
8/31/93           12037.3
9/30/93           12037.9
10/31/93          12039.3
11/30/93          12039.2
12/31/93          12044.1
1/31/94           12042.7
2/28/94           12047.8
3/31/94           12060.7
4/30/94           12075.4
5/31/94           12093.9
6/30/94           12108.5
7/31/94           12126.2
8/31/94           12142
9/30/94           12156.5
10/31/94          12170.5
11/30/94          12187.1
12/31/94          12208.9
1/31/95           12225.9
2/28/95           12252
3/31/95           12275
4/30/95           12303.1
5/31/95           12331.3
6/30/95           12355.1
7/31/95           12388.6
8/31/95           12414.9
9/30/95           12445.4
10/31/95          12472.2
11/30/95          12497.2
12/31/95          12521.2
1/31/96           12545.1

Source: U.S. Department of Labor, Bureau of Labor Statistics


                                       4

 
                          TAX-FREE MONEY MARKET FUND

                                 CURRENT YIELD*
                             As of February 29, 1996

                                      7-DAY TAX-EQUIVALENT YIELDS
    7-DAY      7-DAY      ---------------------------------------------------
   CURRENT   EFFECTIVE      34.70%       37.42%        41.95%       42.40%
    YIELD      YIELD      TAX BRACKET  TAX BRACKET   TAX BRACKET  TAX BRACKET
                          ---------------------------------------------------
    2.98%      3.03%         4.56%        4.76%         5.13%        5.17%

The 7-DAY CURRENT YIELD is calculated based on the income generated by an
investment in the Fund over a seven-day period and is expressed as an annual
percentage rate. The 7-DAY EFFECTIVE YIELD is calculated similarly, although
this figure is slightly higher than the Fund's 7-Day Current Yield because of
the effects of compounding. The 7-Day Effective Yield assumes that income earned
from the Fund's investments is reinvested and generating additional income.

The 7-DAY TAX-EQUIVALENT YIELDS show the taxable yields that investors in the
following combined federal and California state income tax brackets would have
to earn before taxes to equal the Fund's tax-free 7-Day Current Yield:

         34.70% -- joint taxable income of $63,401 to $94,250 
         37.42% -- joint taxable income of $94,251 to $143,600 
         41.95% -- joint taxable income of $143,601 to $219,872 
         42.40% -- joint taxable income of $219,873 to $256,500

All income dividends distributed by the Fund during the six months ended
February 29, 1996, are exempt from federal and California state income taxes.

                      NAV AND AVERAGE ANNUAL TOTAL RETURNS*
                       For Periods Ended February 29, 1996

                                       AVERAGE ANNUAL TOTAL RETURNS
       NET ASSET VALUE        ----------------------------------------------
      (9/1/95-2/29/96)         1 YEAR       3 YEARS     5 YEARS    10 YEARS
                              ----------------------------------------------
            $1.00               3.37%        2.69%       2.80%       3.74%

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 30.

The Fund commenced operations on November 9, 1983.

* Yields and total returns are based on historical Fund performance and do not
  guarantee future results. The Fund's yields and total returns will vary. The
  U.S. government neither insures nor guarantees investments in the Fund. The
  Fund is managed to maintain a stable $1.00 share price, but, as with all money
  market funds, there is no assurance that the Fund will be able to do so.


                                       5

 
                          TAX-FREE MONEY MARKET FUND

                            KEY PORTFOLIO STATISTICS

                                    2/29/96             8/31/95

         Market Value:              $427,320,472        $408,659,073
         Number of Issues:          100                 101
         Average Maturity:          33 days             47 days
         Average Yield:             3.71%               3.86%

For definitions of these terms, see page 24.

                     PORTFOLIO COMPOSITION BY CREDIT RATING
                                  [pie charts]

                              2/29/96       8/31/95 
                              SP1+ 66%      SP1+ 62%
                              SP1 33%       SP1 37% 
                              D 1%          D 1%    
                              
"SP1+" and "SP1" are Standard & Poor's highest credit ratings for short-term
municipal securities. Some of the Fund's securities do not carry SP1+ or SP1
ratings, but they have received equivalent ratings from Moody's or other rating
services. For display purposes, we have converted the equivalent ratings to SP1+
or SP1. Credit ratings reflect the financial strength of the debt issuer and the
likelihood of repayment. For more information about credit quality and credit
ratings, see page 26. For more information about the securities rated "D," see
page 8.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

                2/29/96                       8/31/95                    
                VRDNs: 76%                    VRDNs: 78%                 
                Municipal Notes: 13%          Municipal Notes: 11%       
                Put Bonds: 5%                 Commercial Paper: 5%       
                Bonds less than 1 year: 4%    Put Bonds: 4%              
                Commercial Paper: 2%          Bonds lesst than 1 year: 2%
                              
For definitions of these security types, see page 23.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                        2/29/96              8/31/95          
                        0-7 Days: 76%        0-7 Days: 79%    
                        8-90 Days: 9%        8-90 Days: 7%    
                        91-180 Days: 10%     181-397 Days: 14%
                        181-397 Days: 5%                      
                          
The Fund generally maintains an average maturity between 30 and 60 days, with 45
days considered a "neutral" position.

The composition of the Fund's portfolio may change over time.


                                       6


 
                          TAX-FREE MONEY MARKET FUND

                              MANAGEMENT DISCUSSION
                      with Todd Pardula, Portfolio Manager

NOTE:  THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT 
FUNDAMENTALS SECTION (PAGES 23-29).

Q:       How did the Fund perform?

A:       The Fund continues to perform above average compared to its peers. For
         the one-year period ended February 29, 1996, the Fund's total return
         was 3.37%, which exceeded the 3.25% average total return for the 50
         funds in Lipper's "California Tax-Exempt Money Market Funds" category
         over the same period (see the Lipper Performance Comparison below). For
         the six months ended February 29, the Fund's total return was 1.63%.

Q:       Why did the Fund's average maturity* shorten during the six months 
         ended February 29?

A:       A scarcity of longer-term municipal money market securities led to the
         Fund's shorter average maturity. (The Fund's neutral maturity is 45
         days.) At the start of the six-month period, the Fund's average
         maturity was 47 days, and we extended it out to 50-55 days during
         November and December. We wanted to maintain a slightly long position
         throughout the period because we wanted to lock in attractive yields in
         anticipation of lower rates in 1996. However, there was a limited
         supply of what I call "extendable paper" (securities with maturities of
         8-13 months), and this shortage drove prices to prohibitively high
         levels. As a result, the Fund's maturity trended lower as the Fund's
         securities moved closer to their maturity dates. By the middle of
         January, the Fund's average maturity had shortened to less than 40
         days, and it ended the period in a range of 30-35 days.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on AVERAGE ANNUAL TOTAL
RETURNS for the periods ended 2/29/96 for the funds in Lipper's "California
Tax-Exempt Money Market Funds" category.

                          1 YEAR        3 YEARS       5 YEARS       10 YEARS

The Fund:                 3.37%         2.69%         2.80%         3.74%
Category Average:         3.25%         2.62%         2.83%         3.84%
The Fund`s Ranking:       14 out of 50  15 out of 45  15 out of 37  6 out of 6

Total returns are based on historical performance and do not guarantee future
results.


                                       7


                          TAX-FREE MONEY MARKET FUND

                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       Does the Fund still own any Orange County securities?

A:       Yes. The Fund still has a small holding (about 1% of the Fund) in
         uninsured Orange County TRANs.* However, the county plans to issue up
         to $800 million in bonds in May and use a portion of the proceeds to
         pay off the TRANs at their June 30 maturity date.

Q:       If the Orange County TRANs are on track to be paid off as scheduled,
         why are they still rated "D" (for default)?

A:       The rating agencies still consider the TRANs to be in default because
         Orange County extended the TRANs' maturity date from 1995 to 1996.
         However, we feel the "D" rating does not accurately represent the
         securities' intrinsic value. Pricing services seem to agree with our
         assessment because they have recently priced the Orange County TRANs
         around 98.5 cents on the dollar, up from 91 cents a year ago.

Q:       The Twentieth Century/Benham organization recently expanded its
         municipal credit research capabilities. What changes have been made?

A:       We've enhanced the credit management system for our California
         municipal money market funds. The system is based on limiting the
         funds' exposure to any one issuer, which will help protect the funds
         from unexpected developments that may have an adverse effect on a
         single issuer, sector or region. We've also expanded our credit
         research staff and improved our analytical tools.

Q:       Looking ahead, what is your management strategy for the next six
         months?

A:       As 1996 progresses, we expect to see stable short-term interest rates,
         with a slight bias toward lower rates. If the economic outlook does not
         change dramatically, we plan to lengthen the Fund's average maturity
         back out to 50-55 days. Beginning in June, we should see a new infusion
         of longer-term municipal money market securities, which should provide
         us with an opportunity to extend the Fund's maturity. However, if
         extendable paper does not become available at reasonable prices, then
         the Fund's average maturity may remain around current levels.


                                       8

 
                          MUNICIPAL MONEY MARKET FUND

                                 CURRENT YIELD*
                            AS OF FEBRUARY 29, 1996

                                      7-DAY TAX-EQUIVALENT YIELDS
    7-DAY      7-DAY      ---------------------------------------------------
   CURRENT   EFFECTIVE      34.70%       37.42%        41.95%       42.40%
    YIELD      YIELD      TAX BRACKET  TAX BRACKET   TAX BRACKET  TAX BRACKET
                          ---------------------------------------------------
    2.98%      3.03%         4.56%        4.76%         5.13%        5.17%

The 7-DAY CURRENT YIELD is calculated based on the income generated by an
investment in the Fund over a seven-day period and is expressed as an annual
percentage rate. The 7-DAY EFFECTIVE YIELD is calculated similarly, although
this figure is slightly higher than the Fund's 7-Day Current Yield because of
the effects of compounding. The 7-Day Effective Yield assumes that income earned
from the Fund's investments is reinvested and generating additional income.

The 7-DAY TAX-EQUIVALENT YIELDS show the taxable yields that investors in the
following combined federal and California state income tax brackets would have
to earn before taxes to equal the Fund's tax-free 7-Day Current Yield:

         34.70% -- joint taxable income of $63,401 to $94,250 
         37.42% -- joint taxable income of $94,251 to $143,600 
         41.95% -- joint taxable income of $143,601 to $219,872 
         42.40% -- joint taxable income of $219,873 to $256,500

All income dividends distributed by the Fund during the six months ended
February 29, 1996, are exempt from federal and California state income taxes,
but a portion of the dividends will be subject to the federal alternative
minimum tax (AMT).

                      NAV AND AVERAGE ANNUAL TOTAL RETURNS*
                       For Periods Ended February 29, 1996

                                       AVERAGE ANNUAL TOTAL RETURNS
       NET ASSET VALUE         ----------------------------------------------
      (9/1/95-2/29/96)         1 YEAR       3 YEARS     5 YEARS  LIFE OF FUND
                               ----------------------------------------------
            $1.00               3.47%        2.76%       3.07%       3.12%

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 31.

The Fund commenced operations on December 31, 1990.

* Yields and total returns are based on historical Fund performance and do not
  guarantee future results. The Fund's yields and total returns will vary. The
  U.S. government neither insures nor guarantees investments in the Fund. The
  Fund is managed to maintain a stable $1.00 share price, but, as with all money
  market funds, there is no assurance that the Fund will be able to do so.


                                       9


                           MUNICIPAL MONEY MARKET FUND

                            KEY PORTFOLIO STATISTICS

                                    2/29/96             8/31/95

         Market Value:              $194,154,025        $188,048,764
         Number of Issues:          72                  65
         Average Maturity:          32 days             49 days
         Average Yield:             3.75%               4.03%

For definitions of these terms, see page 24.

                     PORTFOLIO COMPOSITION BY CREDIT RATING
                                  [pie charts]

                            2/29/96      8/31/95 
                            D 1%         D 1%    
                            SP2 1%       SP1 37% 
                            SP1 34%      SP1+ 62%
                            SP1+ 64%             
                            
"SP1+" and "SP1" are Standard & Poor's highest credit ratings for short-term
municipal securities. Some of the Fund's securities do not carry SP1+ or SP1
ratings, but they have received equivalent ratings from Moody's or other rating
services. For display purposes, we have converted the equivalent ratings to SP1+
or SP1. Credit ratings reflect the financial strength of the debt issuer and the
likelihood of repayment. For more information about credit quality and credit
ratings, see page 26. For more information about the securities rated "D" and
"SP2," see page 12.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

            2/29/96                           8/31/95                   
            Put Bonds: 3%                     Put Bonds: 2%             
            Bonds less than 1 Year: 3%        Bonds less than 1 Year: 3%
            Commercial Paper: 4%              Commercial Paper: 10%     
            Municipal Notes: 15%              Municipal Notes: 12%      
            VRDNs: 75%                        VRDNs: 73%                
                                  
For definitions of these security types, see page 23.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                       2/29/96                8/31/95          
                       0-7 Days: 75%          0-7 Days: 73%    
                       8-90 Days: 10%         8-90 Days: 11%   
                       91-180 Days: 12%       91-180 Days: 3%  
                       181-397 Days: 3%       181-397 Days: 13%
                       
The Fund generally maintains an average maturity between 30 and 60 days, with 45
days considered a "neutral" position.

The composition of the Fund's portfolio may change over time.


                                       10


                           MUNICIPAL MONEY MARKET FUND

                              MANAGEMENT DISCUSSION
                      with Todd Pardula, Portfolio Manager

NOTE:  THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT 
FUNDAMENTALS SECTION (PAGES 23-29).

Q:       How did the Fund perform?

A:       The Fund continues to perform above average compared to its peers. For
         the one-year period ended February 29, 1996, the Fund's total return
         was 3.47%, which exceeded the 3.25% average total return for the 50
         funds in Lipper's "California Tax-Exempt Money Market Funds" category
         over the same period (see the Lipper Performance Comparison below). For
         the six months ended February 29, the Fund's total return was 1.69%.

Q:       Why did the Fund's average maturity* shorten during the six months 
         ended February 29?

A:       A scarcity of longer-term municipal money market securities led to the
         Fund's shorter average maturity. (The Fund's neutral maturity is 45
         days.) At the start of the six-month period, the Fund's average
         maturity was 49 days, and we extended it out to 50-55 days during
         October. We wanted to maintain a slightly long position throughout the
         period because we wanted to lock in attractive yields in anticipation
         of lower rates in 1996. However, there was a limited supply of what I
         call "extendable paper" (securities with maturities of 8-13 months). In
         particular, extendable AMT paper* was in short supply; the Fund tends
         to invest more than half of its assets in AMT paper. With extendable
         paper trading at prohibitively high prices, we allowed the Fund's
         maturity to shorten as the Fund's securities moved closer to their
         maturity dates. By the end of December, the Fund's average maturity had
         shortened to less than 40 days, and it ended the period in a range of
         30-35 days.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on AVERAGE ANNUAL TOTAL
RETURNS for the periods ended 2/29/96 for the funds in Lipper's "California
Tax-Exempt Money Market Funds" category.

                              1 YEAR           3 YEARS        5 YEARS

The Fund:                     3.47%            2.76%          3.07%
Category Average:             3.25%            2.62%          2.83%
The Fund`s Ranking:           10 out of 50     11 out of 45   7 out of 37

Total returns are based on historical performance and do not guarantee future
results.


                                       11


                           MUNICIPAL MONEY MARKET FUND

                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       Does the Fund still own any Orange County securities?

A:       Yes. The Fund still has a small holding (about 1% of the Fund) in
         uninsured Orange County TRANs.* However, the county plans to issue up
         to $800 million in bonds in May and use a portion of the proceeds to
         pay off the TRANs at their June 30 maturity date.

Q:       If the Orange County TRANs are on track to be paid off as scheduled,
         why are they still rated "D" (for default)?

A:       The rating agencies still consider the TRANs to be in default because
         Orange County extended the TRANs' maturity date from 1995 to 1996.
         However, we feel the "D" rating does not accurately represent the
         securities' intrinsic value. Pricing services seem to agree with our
         assessment because they have recently priced the Orange County TRANs
         around 98.5 cents on the dollar, up from 91 cents a year ago.

Q:       The Fund also owns a small holding in securities that are rated "SP2."
         Why are securities of that quality in the Fund's portfolio?

A:       Standard & Poor's recently downgraded the banks that provide the letter
         of credit for these issues. However, our internal credit analysis team
         believes that the issuers of these securities are financially sound,
         and the securities are very liquid because of their seven-day maturity.

Q:       The Twentieth Century/Benham organization recently expanded its
         municipal credit research capabilities. What changes have been made?

A:       We've enhanced the credit management system for our California
         municipal money market funds. The system is based on limiting the
         funds' exposure to any one issuer, which will help protect the funds
         from unexpected developments that may have an adverse effect on a
         single issuer, sector or region. We've also expanded our credit
         research staff and improved our analytical tools.

Q:       Looking ahead, what is your management strategy for the next six 
         months?

A:       As 1996 progresses, we expect to see stable short-term interest rates,
         with a slight bias toward lower rates. If the economic outlook does not
         change dramatically, we plan to lengthen the Fund's average maturity
         back out to 50-55 days. Beginning in June, we should see a new infusion
         of longer-term municipal money market securities, which should provide
         us with an opportunity to extend the Fund's maturity. However, if
         extendable AMT paper does not become available at reasonable prices,
         then the Fund's average maturity may remain around current levels.


                                       12


                                 HIGH-YIELD FUND

                                 CURRENT YIELD*
                             As of February 29, 1996

                                     30-DAY TAX-EQUIVALENT YIELDS
         30-DAY           ---------------------------------------------------
           SEC              34.70%       37.42%        41.95%       42.40%
          YIELD           TAX BRACKET  TAX BRACKET   TAX BRACKET  TAX BRACKET
                          ---------------------------------------------------
          5.34%              8.18%        8.53%         9.20%        9.27%

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements.

The 30-DAY TAX-EQUIVALENT YIELDS show the taxable yields that investors in the
following combined federal and California state income tax brackets would have
to earn before taxes to equal the Fund's tax-free 30-Day SEC Yield:

         34.70% -- joint taxable income of $63,401 to $94,250 
         37.42% -- joint taxable income of $94,251 to $143,600 
         41.95% -- joint taxable income of $143,601 to $219,872 
         42.40% -- joint taxable income of $219,873 to $256,500

All income dividends distributed by the Fund during the six months ended
February 29, 1996, are exempt from federal and California state income taxes,
but a portion of the dividends will be subject to the federal alternative
minimum tax (AMT).

                      NAV AND AVERAGE ANNUAL TOTAL RETURNS*
                       For Periods Ended February 29, 1996

                                       AVERAGE ANNUAL TOTAL RETURNS
    NET ASSET VALUE RANGE     -----------------------------------------------
      (9/1/95-2/29/96)         1 YEAR       3 YEARS     5 YEARS  LIFE OF FUND
                              -----------------------------------------------
         $9.04-$9.54           12.01%        6.69%       8.44%       6.44%

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 32.

The Fund commenced operations on December 30, 1986.

*Yields and total returns are based on historical Fund performance and do not
 guarantee future results. The Fund's share price, yields and total returns will
 vary, so that shares, when redeemed, may be worth more or less than their
 original cost.


                                       13


                                 HIGH-YIELD FUND

                           SEC PERFORMANCE COMPARISON

     Comparative Performance of $10,000 Invested on 12/31/86 in the Fund and
           in the Lehman Brothers, Inc. Long-Term Municipal Bond Index

[line graph]

               Index         Fund
12/31/86      $10,000      $10,000
1/31/87        10,336       10,171
2/28/87        10,365       10,228
3/31/87        10,212       10,259
4/30/87         9,639        9,010
5/31/87         9,533        8,821
6/30/87         9,229        9,060
7/31/87         9,315        9,117
8/31/87         9,356        9,134
9/30/87         8,974        8,658
10/31/87        8,973        8,474
11/30/87        9,260        8,724
12/31/87        9,381        8,891
1/31/88         9,755        9,206
2/29/88         9,870        9,319
3/31/88         9,729        9,217
4/30/88         9,806        9,282
5/31/88         9,816        9,322
6/30/88        10,007        9,436
7/31/88        10,074        9,506
8/31/88        10,114        9,607
9/30/88        10,343        9,758
10/31/88       10,579        9,903
11/30/88       10,465        9,898
12/31/88       10,647        9,998
1/31/89        10,898       10,159
2/28/89        10,745       10,181
3/31/89        10,754       10,178
4/30/89        11,069       10,309
5/31/89        11,326       10,512
6/30/89        11,498       10,625
7/31/89        11,650       10,740
8/31/89        11,473       10,650
9/30/89        11,438       10,663
10/31/89       11,589       10,746
11/30/89       11,835       10,924
12/31/89       11,923       10,963
1/31/90        11,802       10,924
2/28/90        11,935       11,075
3/31/90        11,948       11,078
4/30/90        11,802       10,939
5/31/90        12,135       11,251
6/30/90        12,254       11,365
7/31/90        12,471       11,576
8/31/90        12,174       11,264
9/30/90        12,155       11,219
10/31/90       12,412       11,329
11/30/90       12,727       11,527
12/31/90       12,783       11,582
1/31/91        12,954       11,772
2/28/91        13,045       11,819
3/31/91        13,077       11,852
4/30/91        13,279       12,049
5/31/91        13,435       12,186
6/30/91        13,410       12,179
7/31/91        13,617       12,350
8/31/91        13,813       12,474
9/30/91        14,013       12,644
10/31/91       14,160       12,745
11/30/91       14,177       12,742
12/31/91       14,515       12,847
1/31/92        14,506       12,833
2/29/92        14,529       12,942
3/31/92        14,566       13,030
4/30/92        14,705       13,128
5/31/92        14,920       13,284
6/30/92        15,208       13,490
7/31/92        15,766       13,903
8/31/92        15,554       13,736
9/30/92        15,623       13,820
10/31/92       15,362       13,544
11/30/92       15,795       13,875
12/31/92       16,000       14,025
1/31/93        16,151       14,125
2/28/93        16,902       14,593
3/31/93        16,698       14,504
4/30/93        16,927       14,704
5/31/93        17,067       14,851
6/30/93        17,388       15,119
7/30/93        17,405       15,129
8/31/93        17,851       15,467
9/30/93        18,083       15,670
10/31/93       18,117       15,759
11/30/93       17,898       15,630
12/31/93       18,360       15,874
1/31/94        18,576       16,084
2/28/94        17,961       15,773
3/31/94        16,889       15,153
4/29/94        17,019       15,096
5/31/94        17,218       15,297
6/30/94        17,012       15,271
7/29/94        17,449       15,584
8/31/94        17,485       15,602
9/30/94        17,080       15,422
10/31/94       16,555       15,191
11/30/94       16,118       14,803
12/30/94       16,691       15,023
1/31/95        17,425       15,444
2/28/95        18,134       15,821
3/31/95        18,352       16,102
4/28/95        18,343       16,107
5/31/95        19,124       16,592
6/30/95        18,772       16,423
7/31/95        18,868       16,490
8/31/95        19,134       16,708
9/30/95        19,283       16,826
10/31/95       19,750       17,083
11/30/95       20,259       17,464
12/31/95       20,575       17,771
1/31/96        20,664       17,789
2/29/96        20,412       17,721

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based market index, the
Lehman Brothers, Inc. Long-Term Municipal Bond Index, over the life of the Fund.
Although the investment characteristics of the Index are similar to those of the
Fund, the securities owned by the Fund and those composing the Index are likely
to be different, and securities that the Fund and the Index have in common are
likely to have different weightings in the respective portfolios. Investors
cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on AVERAGE ANNUAL TOTAL
RETURNS for the periods ended 2/29/96 for the funds in Lipper's "California
Municipal Debt Funds" category.

                       1 YEAR        3 YEARS      5 YEARS       LIFE OF FUND+

The Fund:              12.01%        6.69%        8.44%         6.44%
Category Average:      10.35%        5.30%        7.91%         7.12%
The Fund`s Ranking:    6 out of 93   2 out of 60  9 out of 45   27 out of 30

+ from December 31, 1986, to February 29, 1996

Total returns are based on historical performance and do not guarantee future
results.

                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended February 29, 1996

               % From            % From Asset           Six-Month
                Income       +    Appreciation    =    Total Return

                 2.96%       +        3.10%       =        6.06%


                                       14

  

                                 HIGH-YIELD FUND

                            KEY PORTFOLIO STATISTICS

                                    2/29/96             8/31/95

         Market Value:              $124,390,827        $113,306,820
         Number of Issues:          81                  78
         Average Maturity:          21.67 years         22.55 years
         Average Coupon:            6.57%               6.70%
         Average Duration:          7.00 years          6.70 years

For definitions of these terms, see page 24.

                     PORTFOLIO COMPOSITION BY CREDIT RATING
                                  [pie charts]

                           2/29/96          8/31/95     
                           AAA: 14%         AAA: 5%     
                           AA: 3%           AA: 3%      
                           A: 30%           A: 38%      
                           BBB: 24%         BBB: 32%    
                           Unrated: 29%     Unrated: 22%
                        
Credit ratings reflect the financial strength of the debt issuer and the
likelihood of repayment. For more information about credit quality and credit
ratings, see page 26.

                     PORTFOLIO COMPOSITION BY MARKET SECTOR
                                  [pie charts]

                     2/29/96                  8/31/95            
                     Tax Allocation: 20%      COPs: 28%          
                     COPs: 18%                Tax Allocation: 21%
                     Mello-Roos: 12%          Mello-Roos: 12%    
                     Electric: 12%            1915 Act: 8%       
                     Hospital: 6%             Hospital: 7%       
                     1915 Act: 5%             Electric: 6%       
                     Other: 27%               Other: 18%         
                         
For definitions of these security types, see page 23.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                  2/29/96                  8/31/95               
                  1-5 Years: 3%            less than 1 Year: 1%  
                  10-20 Years: 35%         1-5 Years: 1%         
                  20-30 Years: 61%         10-20 Years: 32%      
                  less than 30 Years: 1%   20-30 Years: 64%      
                                           less than 30 Years: 2%

The Fund invests primarily in intermediate- and long-term California municipal
obligations. The Fund's weighted average portfolio maturity is typically ten or
more years.

The composition of the Fund's portfolio may change over time.


                                       15


                                 HIGH-YIELD FUND

                              MANAGEMENT DISCUSSION
                 with Steve Permut, Senior Portfolio Manager and
                      Manager of Municipal Credit Analysis

NOTE:  THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT 
FUNDAMENTALS SECTION (PAGES 23-29).

Q:       How did the Fund perform?

A:       The Fund benefited from the favorable bond environment and performed
         very well relative to its peers. For the one-year period ended February
         29, 1996, the Fund's total return was 12.01%, compared to the 10.35%
         average total return for its peers in Lipper's "California Municipal
         Debt Funds" category. For the six months ended February 29, the Fund's
         total return was 6.06%.

         The Fund's longer-term performance has also been strong compared to its
         peer group. For example, the Fund's five-year average annual return of
         8.44% exceeded its peer group average return of 7.91%. (See the Lipper
         Performance Comparison on page 14 for the Fund's one-year, three-year,
         five-year and life-of-fund returns, as well as comparisons of these
         returns to its peer group average.)

Q:       The Fund tends to invest in lower-quality bonds in order to produce a
         high level of tax-exempt income. Has the Fund been meeting this
         objective?

A:       Yes, the Fund continues to provide a substantial amount of tax-free
         income. As of February 29, the Fund's 30-day SEC yield was 5.34%,
         compared to the 4.48% average 30-day yield of its peer group.+

Q:       How was the Fund positioned during the six months ended February 29?

A:       We maintained a fairly neutral position for the Fund, extending its
         duration* into the seven-year range. Most of the changes we made to the
         Fund's portfolio over the past six months related to the Fund's
         sensitivity to interest rate changes. In particular, we sold several
         bonds trading at or near par (face value) and replaced them with
         discount bonds,* which have greater interest rate sensitivity and
         therefore would likely participate more fully in future market moves.
         These transactions lowered the Fund's average coupon slightly (see the
         Portfolio Statistics on page 15).

         We also expanded the Fund's holdings of BBB-rated and unrated municipal
         securities. These lower-quality securities typically have the highest
         yields available, and they helped maintain the Fund's income level.

+ Although the Fund's yield may be significantly higher than the yields of other
  fixed-income funds that purchase higher-rated securities, this higher yield is
  generally based upon the greater credit risk of the securities in the Fund's
  portfolio.


                                       16


                                 HIGH-YIELD FUND

                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       In addition to holding more lower-quality bonds, the Fund also owned
         more high-rated (AAA) securities. Why?

A:       We added more AAA-rated bonds as part of our strategy to lengthen the
         Fund's duration. This structure also provided some balance to the
         Fund's portfolio--the high-quality bonds, with their longer durations,
         provided greater opportunity for price appreciation, while the
         lower-rated munis offered higher yields and greater income.

Q:       Benham recently improved its municipal credit research capabilities.
         What changes have been made?

A:       During the past year, we've expanded our municipal credit research
         staff and enhanced our analytical tools. This has been particularly
         beneficial for the Fund, which depends on in-depth credit analysis to
         seek out hidden values among lower-rated and unrated securities. To
         find these hidden values, our improved credit research team analyzes
         detailed financial information, talks directly with municipal officials
         and frequently travels around the state for on-site visits and tours.

Q:       Looking ahead, what are your plans for the Fund over the next six 
         months?

A:       We believe that there is a great deal of uncertainty in the current
         interest rate environment, so we plan to maintain the Fund's neutral
         position. We also intend to continue our search for acceptable
         lower-quality, high-yielding bonds. Regionally, we expect to avoid
         bonds issued by California's counties because of continuing fiscal
         problems (see page 4).


                                       17



                                  INSURED FUND

                                 CURRENT YIELD*
                             As of February 29, 1996

                                     30-DAY TAX-EQUIVALENT YIELDS
          30-DAY          ---------------------------------------------------
           SEC              34.70%       37.42%        41.95%       42.40%
          YIELD           TAX BRACKET  TAX BRACKET   TAX BRACKET  TAX BRACKET
                          ---------------------------------------------------  
          4.62%              7.08%        7.38%         7.96%        8.02%

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements.

The 30-DAY TAX-EQUIVALENT YIELDS show the taxable yields that investors in the
following combined federal and California state income tax brackets would have
to earn before taxes to equal the Fund's tax-free 30-Day SEC Yield:

         34.70% -- joint taxable income of $63,401 to $94,250 
         37.42% -- joint taxable income of $94,251 to $143,600 
         41.95% -- joint taxable income of $143,601 to $219,872 
         42.40% -- joint taxable income of $219,873 to $256,500

All income dividends distributed by the Fund during the six months ended
February 29, 1996, are exempt from federal and California state income taxes.

                      NAV AND AVERAGE ANNUAL TOTAL RETURNS*
                       For Periods Ended February 29, 1996

                                         AVERAGE ANNUAL TOTAL RETURNS
    NET ASSET VALUE RANGE     -----------------------------------------------
      (9/1/95-2/29/96)         1 YEAR       3 YEARS     5 YEARS  LIFE OF FUND
                              -----------------------------------------------
        $9.84-$10.53           11.57%        5.78%       8.51%       7.02%

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 34.

The Fund commenced operations on December 30, 1986.

*Yields and total returns are based on historical Fund performance and do not
 guarantee future results. The Fund's share price, yields and total returns will
 vary, so that shares, when redeemed, may be worth more or less than their
 original cost.


                                       18

  

                                  INSURED FUND

                           SEC PERFORMANCE COMPARISON
     Comparative Performance of $10,000 Invested on 12/31/86 in the Fund and
           in the Lehman Brothers, Inc. Long-Term Municipal Bond Index

[line graph]

                Index        Fund
12/31/86       $10,000     $10,000
1/31/87         10,336      10,375
2/28/87         10,365      10,407
3/31/87         10,212      10,316
4/30/87          9,639       9,245
5/31/87          9,533       9,125
6/30/87          9,229       9,377
7/31/87          9,315       9,424
8/31/87          9,356       9,492
9/30/87          8,974       8,807
10/31/87         8,973       8,905
11/30/87         9,260       9,217
12/31/87         9,381       9,404
1/31/88          9,755       9,781
2/29/88          9,870       9,906
3/31/88          9,729       9,619
4/30/88          9,806       9,695
5/31/88          9,816       9,647
6/30/88         10,007       9,860
7/31/88         10,074       9,883
8/31/88         10,114       9,927
9/30/88         10,343      10,129
10/31/88        10,579      10,347
11/30/88        10,465      10,222
12/31/88        10,647      10,360
1/31/89         10,898      10,616
2/28/89         10,745      10,508
3/31/89         10,754      10,499
4/30/89         11,069      10,764
5/31/89         11,326      11,018
6/30/89         11,498      11,171
7/31/89         11,650      11,350
8/31/89         11,473      11,122
9/30/89         11,438      11,045
10/31/89        11,589      11,147
11/30/89        11,835      11,372
12/31/89        11,923      11,429
1/31/90         11,802      11,247
2/28/90         11,935      11,426
3/31/90         11,948      11,412
4/30/90         11,802      11,178
5/31/90         12,135      11,579
6/30/90         12,254      11,676
7/31/90         12,471      11,919
8/31/90         12,174      11,563
9/30/90         12,155      11,519
10/31/90        12,412      11,831
11/30/90        12,727      12,151
12/31/90        12,783      12,201
1/31/91         12,954      12,344
2/28/91         13,045      12,387
3/31/91         13,077      12,352
4/30/91         13,279      12,526
5/31/91         13,435      12,644
6/30/91         13,410      12,595
7/31/91         13,617      12,761
8/31/91         13,813      12,936
9/30/91         14,013      13,140
10/31/91        14,160      13,290
11/30/91        14,177      13,229
12/31/91        14,515      13,576
1/31/92         14,506      13,519
2/29/92         14,529      13,552
3/31/92         14,566      13,539
4/30/92         14,705      13,662
5/31/92         14,920      13,853
6/30/92         15,208      14,152
7/31/92         15,766      14,695
8/31/92         15,554      14,446
9/30/92         15,623      14,483
10/31/92        15,362      14,158
11/30/92        15,795      14,666
12/31/92        16,000      14,823
1/31/93         16,151      15,008
2/28/93         16,902      15,745
3/31/93         16,698      15,474
4/30/93         16,927      15,648
5/31/93         17,067      15,727
6/30/93         17,388      16,015
7/30/93         17,405      15,960
8/31/93         17,851      16,431
9/30/93         18,083      16,654
10/31/93        18,117      16,626
11/30/93        17,898      16,449
12/31/93        18,360      16,818
1/31/94         18,576      17,034
2/28/94         17,961      16,531
3/31/94         16,889      15,694
4/29/94         17,019      15,778
5/31/94         17,218      15,887
6/30/94         17,012      15,810
7/29/94         17,449      16,144
8/31/94         17,485      16,155
9/30/94         17,080      15,910
10/31/94        16,555      15,600
11/30/94        16,118      15,337
12/30/94        16,691      15,716
1/31/95         17,425      16,204
2/28/95         18,134      16,703
3/31/95         18,352      16,816
4/28/95         18,343      16,835
5/31/95         19,124      17,455
6/30/95         18,772      17,145
7/31/95         18,868      17,259
8/31/95         19,134      17,463
9/30/95         19,283      17,626
10/31/95        19,750      17,995
11/30/95        20,259      18,431
12/31/95        20,575      18,706
1/31/96         20,664      18,776
2/29/96         20,412      18,635

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based market index, the
Lehman Brothers, Inc. Long-Term Municipal Bond Index, over the life of the Fund.
Although the investment characteristics of the Index are similar to those of the
Fund, the securities owned by the Fund and those composing the Index are likely
to be different, and securities that the Fund and the Index have in common are
likely to have different weightings in the respective portfolios. Investors
cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on AVERAGE ANNUAL TOTAL
RETURNS for the periods ended 2/29/96 for the funds in Lipper's "California
Insured Municipal Debt Funds" category.

Z                          1 YEAR       3 YEARS      5 YEARS     LIFE OF FUND+

The Fund:                 11.57%       5.78%        8.51%       7.01%
Category Average :        10.57%       5.38%        8.24%       7.15%
The Fund`s Ranking:       2 out of 26  4 out of 13  2 out of 8  5 out of 7

+ from December 31, 1986, to February 29, 1996

Total returns are based on historical performance and do not guarantee future
results.

                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended February 29, 1996

                 % From            % From Asset           Six-Month
                  Income       +    Appreciation    =    Total Return

                   2.62%       +        4.09%       =        6.71%


                                       19


                                  INSURED FUND

                            KEY PORTFOLIO STATISTICS

                                    2/29/96             8/31/95

         Market Value:              $185,315,439        $176,460,181
         Number of Issues:          66                  65
         Average Maturity:          17.91 years         18.44 years
         Average Coupon:            6.26%               6.39%
         Average Duration:          8.20 years          8.40 years

For definitions of these terms, see page 24.


                     PORTFOLIO COMPOSITION BY CREDIT RATING
                                  [pie charts]

                              2/29/96       8/31/95  
                              AAA: 100%     AAA: 100%
                          
Credit ratings reflect the financial strength of the debt issuer and the
likelihood of repayment. For more information about credit quality and credit
ratings, see page 26.

                     PORTFOLIO COMPOSITION BY MARKET SECTOR
                                  [pie charts]

                    2/29/96                  8/31/95            
                    COPs: 26%                COPs: 20%          
                    Water/Sewer: 16%         Water/Sewer: 18%   
                    Tax Allocation: 10%      Tax Allocation: 11%
                    Hospital: 9%             GO: 11%            
                    Sales Tax: 9%            Hospital: 10%      
                    Electric: 9%             Electric: 9%       
                    Other: 21%               Other: 21%         
                                                                
For definitions of these security types, see page 23.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                      2/29/96                  8/31/95         
                      less than 1 Year: 2%     1-5 Years: 1%   
                      1-5 Years: 3%            5-10 Years: 3%  
                      5-10 Years: 2%           10-20 Years: 61%
                      10-20 Years: 58%         20-30 Years: 35%
                      20-30 Years: 35%                         

The Fund invests primarily in long-term California municipal obligations. The
Fund's weighted average portfolio maturity is typically ten or more years.

The composition of the Fund's portfolio may change over time.


                                       20


                                  INSURED FUND
                              MANAGEMENT DISCUSSION

    with Dave MacEwen, Vice President and Senior Municipal Portfolio Manager

NOTE:  THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT 
FUNDAMENTALS SECTION (PAGES 23-29).

Q:       How did the Fund perform?

A:       The Fund turned in a strong performance in comparison with its peers.
         For the year ended February 29, 1996, the Fund ranked second out of 26
         funds in Lipper's "California Insured Municipal Debt Funds" category
         based on total return. The Fund's total return of 11.57% was 100 basis
         points* higher than the 10.57% average total return for its Lipper
         category (see the Lipper Performance Comparison on page 19). For the
         six months ended February 29, the Fund's total return was 6.71%.

Q:       Why did the Fund perform so well compared to its peers?

A:       The Fund's holdings in long-term premium non-callable bonds,* which
         experienced significant price appreciation during the period, certainly
         benefited the Fund's performance. But the key factor was the changes
         that we made in the Fund's positioning in the latter half of 1995.

Q:       Why and how did you change the Fund's positioning?

A:       We believed that the market had overreacted to the flat tax scare
         (see page 2), and we thought that the muni yield curve* would
         eventually flatten as the muni market recovered from declines caused by
         flat tax fears. In the last half of 1995, we began to shift the Fund's
         holdings from a bullet structure* toward a barbell structure.* This
         barbell positioning helped the Fund outperform many of its peers as the
         muni yield curve flattened in late 1995 and early 1996.

Q:       The Fund has held a small position in derivatives over the past few
         years. Are there currently derivatives in the Fund?

A:       Yes. The Fund continues to hold two inverse floaters,* which constitute
         about 2.4% of the Fund's portfolio. We use inverse floaters as a
         management tool, in this case to balance the Fund's duration.* Inverse
         floaters have higher yields and longer durations than typical long-term
         bonds. In addition, as of February 29, the Fund held 20 futures
         contracts on municipal bonds, which at the time of purchase were priced
         more attractively than their underlying bonds (see FUTURES CONTRACTS in
         the Notes to Financial Statements on page 41).


                                       21


                                  INSURED FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       What are your plans for the Fund going forward?

A:       Though the threat of a flat tax seems to have subsided, there is
         considerable uncertainty in U.S. financial markets concerning the
         strength of the economy (see page 1). Until we can get a clearer
         picture of the strength and direction of the economy, we will probably
         maintain a neutral stance, keeping the Fund's duration close to that of
         its peer group average. We also continue to favor the barbell structure
         because we believe that there is room for further flattening of the
         muni yield curve, especially after the steepening that has recently
         occurred.


                                       22


                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS

COMMON CALIFORNIA MUNICIPAL SECURITIES (MUNIS)

AMT Paper--instruments with income subject to the federal alternative minimum
tax.

Certificates of Participation (COPs)--securities issued to finance public
property improvements (such as city halls and police stations).

Development Bonds--securities such as Mello-Roos bonds and 1915 Act bonds that
are issued to finance real estate development projects.

General Obligation (GO) bonds--securities backed by the taxing power of the
issuer.

Guaranteed Investment Contracts (GICs)--securities backed by a guarantee from an
insurance company.

Municipal Commercial Paper (CP)--high-grade short-term securities backed by a
line of credit from a bank.

Municipal Notes--securities with maturities of two years or less.

Prerefunded Bonds--securities refinanced by the issuer because of their premium
coupons (higher-than-market interest rates). These bonds tend to have higher
credit ratings because they are backed by Treasury securities.

Put Bonds--securities that provide the right to sell to a specified buyer at a
specified time and price.

Revenue Bonds--securities backed by revenues from sales taxes or from a specific
project, system or facility (such as a hospital, electric utility or water
system).

Tax Allocation Bonds--securities issued to finance improvements in redevelopment
areas (such as urban neighborhoods).

Tax and Revenue Anticipation Notes (TRANs)--securities backed by the general tax
revenues of the issuer.

Variable-Rate Demand Notes (VRDNs)--securities that track market interest rates
and stabilize their market values using periodic (daily or weekly) interest rate
adjustments.

MUNICIPAL DERIVATIVES

Inverse Floaters--securities bearing interest rates that move inversely to
market interest rates. Unlike most bonds, their yields increase as interest
rates decline. However, if interest rates rise, they lose considerably more
value than a regular fixed-rate bond. Therefore, each Benham California Tax-Free
and Municipal Fund limits its investment in inverse floaters to a maximum of 10%
of net assets (except for the Money Market Funds, which cannot own inverse
floaters at all).


                                       23


                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS
                       (Continued from the previous page)

Tender Option Bonds--intermediate- or long-term fixed-rate securities with put
options attached (which give the holder the option to sell the bonds at face
value at a specified time). Tender option bonds purchased by the Funds are
typically structured with seven-day put features attached and pay interest at
rates that are reset weekly. Each Fund limits its investment in tender option
bonds to 15% of net assets. Tender option bonds are not leveraged and have risk
characteristics that are similar to VRDNs.

PORTFOLIO STATISTICS

Market Value--the market value of a fund's investments on a given date.

Number of Issues--the number of different securities issuances held by a fund on
a given date.

Average Maturity--a weighted average of all bond maturities in a fund's
portfolio (see also page 27).

Average Coupon--a weighted average of all coupons held in a fund's portfolio.

Average Yield--a weighted average of the yields to maturity of the securities in
a money market fund's portfolio.

Average Duration--a weighted average of all bond durations in a fund's portfolio
(see also page 27).

INVESTMENT TERMS

Basis Points--a basis point equals one one-hundredth of a percentage point (or
0.01%). Therefore, 100 basis points equals one percentage point (or 1%). Basis
points are used to clearly describe interest rate changes. For example, if a
news report indicates that interest rates rose 1%, does that mean 1% of the
previous rate or one percentage point? It is more accurate to state that
interest rates rose by 100 basis points.

Coupon--the stated interest rate on a security.

Discount Bonds--bonds with interest coupons that are lower than prevailing
interest rates (see also page 28).

Par Bonds--bonds that trade or are priced at their face value.

Premium Bonds-- bonds with interest coupons that are higher than prevailing
interest rates (see also page 28).


                                       24


                             INVESTMENT FUNDAMENTALS
                                 THE YIELD CURVE

One of the fundamental tenets of investing is the relationship between risks and
returns--the greater the risks, the greater the chances of earning higher
returns over time. The downside is the correspondingly higher potential for
short-term losses--an investment that generates a high return probably has a
greater likelihood of significant fluctuations in value or return, especially in
the short run.

Bonds are no exception. The riskiest bonds--those with the greatest exposure to
interest rate movements and price fluctuations--generally have the highest
yields and returns over time but can experience severe short-term losses. On the
other hand, bonds with less exposure to interest rate movements and less price
fluctuation generally have lower yields and returns but are more stable.

The yield curve is a graphic representation of the relationship between bond
risks and returns at a point in time. Yield curve graphs plot bond maturities
(which represent risk since longer maturities increase risk) along the
horizontal axis and rising yields (which represent return) on the vertical axis.
Therefore, the lower left corners of yield curve graphs have the lowest risks
and the lowest potential returns, while the upper right corners have the highest
risks and the highest potential returns.

Yield curves can have several different shapes, depending on interest rate
levels and the economic environment:

Normal (Upward Sloping) Yield Curve--a yield curve that shows a normal risk/
return relationship--short-term securities have lower yields than long-term
securities. Most normal yield curves start in the lower left corner of the graph
and rise to the upper right corner.

Steep Yield Curve--a normal yield curve that shows a large difference between
short-term yields and long-term yields. This typically occurs when the bond
market is responding to inflation fears (causing high long-term bond yields) and
the Fed hasn't raised short-term interest rates enough (or the economy hasn't
slowed down enough) to quell those fears.

Flat Yield Curve--a yield curve that shows short-term securities having almost
the same yields as long-term securities. This typically occurs after the Fed has
raised short-term interest rates several times (to fight inflation when the
economy is strong) or when the bond market expects the Fed to lower short-term
interest rates (in a weaker economic environment).

Inverted Yield Curve--a yield curve that shows short-term securities having
higher yields than long-term securities. This typically develops from a flat
yield curve if the Fed continues to raise short-term interest rates (when the
economy is strong) or if it fails to lower short-term rates when the market
expects it to do so (in a weaker economic environment).


                                       25

  
                             INVESTMENT FUNDAMENTALS
                                MUNI RISK FACTORS

CREDIT QUALITY AND CREDIT RATINGS

Bond credit quality (the issuer's financial strength and the likelihood of
timely payment of interest and principal) is a key factor in bond investment
analysis. Credit ratings issued by independent rating and research companies
such as Standard & Poor's help quantify credit quality--the stronger the issuer,
the higher the credit rating. In turn, credit quality and ratings greatly
influence bond prices and yields--high ratings mean higher prices and less
current income (yield) as compensation for risk. But credit ratings are
subjective. They reflect the opinions of the rating agencies that issue them and
are not absolute standards of quality, as the Orange County bankruptcy in 1994
made painfully clear. In that case, highly rated munis issued by a wealthy
county still suffered defaults. Furthermore, in addition to the credit risk,
there is still market risk. High credit ratings do not guarantee good investment
performance. They do not reflect the price stability of a muni when economic or
market conditions change.

CALLABILITY

Many munis are callable, which means they can be redeemed by the issuer before
maturity. When interest rates fall, municipalities find it financially rewarding
to refinance the bonds they've issued because they can reduce their monthly
interest payments. The municipalities exercise their "call" options to refinance
the bonds. Calls are bad for muni investors--calls reduce the life of a
municipal portfolio and force the portfolio manager to reinvest in
lower-yielding munis. The durations of munis effectively shorten as rates fall.

Calls also boost supply and help drive down muni prices. Call options can only
be exercised on specific "call dates," which don't always coincide with periods
of low interest rates when refinancing is desirable. As a result, municipalities
will issue new bonds when interest rates are low and use the proceeds to buy
Treasuries, which offset the old bonds (now known as prerefunded bonds) on their
balance sheets until the bonds can be retired on the call date. When the call
date arrives, the Treasuries mature, and the prerefunded bonds are retired.
During this process, there is a period of time when both the newly issued bonds
and the prerefunded bonds remain outstanding. This situation doubles the
municipal bond supply, which can depress prices.

DURATION EXTENSION

Duration extension occurs when interest rates increase significantly, as they
did in 1994. Higher interest rates reduce calls, which is good for municipal
investors, but the lower level of calls causes the durations of munis to extend
longer, which is bad when rates are rising. Muni funds become more susceptible
to price declines at a time when greater price stability would be desirable. By
contrast, Treasury durations generally shorten slightly when interest rates
experience a large increase. Because of their higher coupons, premium bonds
experience less duration extension than par or discount bonds.


                                       26


                             INVESTMENT FUNDAMENTALS
                       PORTFOLIO SENSITIVITY MEASUREMENTS

DURATION

Duration measures the price sensitivity of a bond or bond fund to changes in
interest rates. Specifically, duration represents the approximate percentage
change in the price of a bond or bond fund if interest rates move up or down by
100 basis points (defined on page 24). For example, as of February 29, 1996, the
California Tax-Free Short-Term Fund's duration was 2.8 years, while the
California Tax-Free Long-Term Fund's duration was 8.3 years. If interest rates
were to rise by 100 basis points, the Short-Term Fund's share price would be
expected to decline by 2.8%, while the Long-Term Fund's share price would
decline by 8.3%. Conversely, if interest rates were to fall by 100 basis points,
the Short-Term Fund's share price would be expected to increase by 2.8%, while
the Long-Term Fund's share price would increase by 8.3%.

As this example illustrates, the longer the duration, the more bond or bond fund
prices will move in response to interest rate changes. Therefore, portfolio
managers generally lengthen durations when interest rates fall (to maximize the
effects of bond price increases) and shorten duration when interest rates rise
(to minimize the effects of bond price declines), taking into account the
objectives of the portfolio.

Duration, measured in years, also approximates (but understates) the weighted
average life of a bond or bond portfolio. To calculate duration, the future
interest and principal payments are added together and weighted in proportion to
their time value (early payments are valued more than later payments because
early payments can be reinvested and compound additional returns).

AVERAGE MATURITY

Average maturity is another measurement of the interest rate sensitivity of a
bond portfolio. Average maturity measures the average amount of time that will
pass until a bond portfolio receives its principal payments from matured bonds.
The longer a portfolio's average maturity is, the more interest rate exposure
and interest rate sensitivity it has. For example, a portfolio with a ten-year
average maturity has much more potential exposure to interest rate changes than
a portfolio with a one-year average maturity.

Portfolio managers generally lengthen average maturities when interest rates
fall (to maximize exposure and capture as much price appreciation as possible)
and reduce average maturities when interest rates rise (to minimize exposure and
avoid as much price depreciation as possible), as long as this strategy is
compatible with the objectives of the portfolio. Reducing the average maturity
in a rising interest rate environment allows the portfolio manager to more
quickly reinvest matured assets in higher-yielding securities.


                                       27


                             INVESTMENT FUNDAMENTALS
                                  BOND PRICING

PREMIUM AND DISCOUNT BONDS

Municipal bonds are generally priced at a premium or at a discount. Premium
bonds are bonds that trade or are priced above par (face value), typically
because their interest coupons are higher than the prevailing market interest
rate. Discount bonds are bonds that trade or are priced below par, typically
because their interest coupons are lower than the prevailing market interest
rate.

A bond may be both a premium bond and a discount bond during its life, depending
on changing market conditions. As market rates rise and bond prices fall, the
price of a premium bond can fall below par, and the bond becomes a discount
bond. Conversely, as market rates fall and bond prices rise, the price of a
discount bond can rise above par, and the bond becomes a premium bond.

Premium munis tend to have more price stability than discount munis--premium
munis depreciate less when interest rates rise (they experience less duration
extension), but they appreciate less when interest rates fall (they experience
more calls). Discount munis behave more like long-term Treasury securities.

TAX TREATMENT OF DISCOUNT BONDS

In 1993, new rules were passed regarding the tax treatment of long-term gains on
discount munis. In the past, any gain earned from the market discount was
treated as a capital gain, which is taxed at a maximum rate of 28%. However, the
newer law requires that any gain attributable to the market discount must be
treated as taxable ordinary income, which is taxed at the same rate as an
individual's tax bracket (up to 39.6%). Small market discounts (according to a
formula based on the price of the bond and the maturity date) are not subject to
the new law.

This tax treatment has made discount bonds less attractive in the muni market
because most municipal investors prefer to avoid incurring taxable income.
Discount munis also tend to have relatively low prices to make up for the
expected tax liability. As a result, when the price of a muni falls to the point
where it is traded at a market discount, the combination of reduced desirability
and added tax liability tends to lead to further price declines.


                                       28


                             INVESTMENT FUNDAMENTALS
                  PORTFOLIO STRUCTURES & TAXABLE DISTRIBUTIONS

BOND PORTFOLIO STRUCTURES

Barbell Structure--a structure that overweights a portfolio in short- and
long-term securities and underweights intermediate-term securities. This
structure tends to outperform a bullet structure when the yield curve is moving
from steep to flat (short-term rates are rising faster than long-term rates, or
long-term rates are falling faster than short-term rates). In a rising interest
rate environment, the short-term securities capture the higher yields with
little price depreciation. In a declining interest rate environment, the
short-term securities provide a relatively steady yield, while the long bonds
produce more price appreciation than intermediate-term securities.

Bullet Structure--a structure that clusters a portfolio's bond maturities around
a single maturity (usually an intermediate-term maturity). This structure tends
to outperform a barbell structure when the yield curve is moving from flat to
steep (long-term rates are rising faster than short-term rates, or short-term
rates are falling faster than long-term rates). In a rising interest rate
environment, intermediate-term securities experience less price depreciation
than long-term securities. In a declining interest rate environment,
intermediate-term securities provide significantly more price appreciation than
short-term securities.

Ladder Structure--a balanced structure that staggers bond maturities so they
occur at regular intervals. This structure tends to be effective when interest
rates are relatively stable, and it provides a regular schedule of maturing
securities.

TAXABLE DISTRIBUTIONS

It's important to remember for your tax planning that tax-free funds often
generate taxable year-end distributions. These distributions typically result
from short-term and long-term capital gains. The taxable distributions usually
happen under favorable circumstances (the capital gains reflect bond
appreciation), but such distributions understandably attract attention simply
because they are taxable instead of tax free.

Although we manage our California tax-free and municipal funds to earn
tax-exempt income, they may realize taxable capital gains as we pursue higher
total returns. By law, the funds must distribute these capital gains to
shareholders each year. Under current tax law, each fund must distribute net
short-term capital gains realized by the fund as taxable ordinary income. Each
fund distributes net long-term capital gains to shareholders as a taxable
capital gains distribution.


                                       29


<TABLE>
<CAPTION>
                                             BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                            FINANCIAL HIGHLIGHTS
                     For a Share Outstanding Throughout the Six Months Ended February 29, and the Years Ended August 31
                                                                 (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
TAX-FREE MONEY MARKET FUND
- ------------------------------------------------------------------------------------------------------------------------------------

                                FEB. 29,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,
                                  1996      1995      1994       1993      1992      1991      1990       1989      1988      1987
                                 -------   -------   -------    -------   -------   -------   -------    -------   -------   -------
PER-SHARE DATA
- --------------
<S>                             <C>          <C>      <C>        <C>       <C>        <C>       <C>       <C>        <C>       <C> 
NET ASSET VALUE AT BEGINNING
  OF PERIOD...................  $ 1.00       1.00      1.00      1.00      1.00       1.00      1.00      1.00       1.00      1.00 
  Income From Investment Operations
  Net Investment Income.......   .0162      .0328     .0207     .0209     .0298      .0420     .0510     .0559      .0464     .0383 
  Net Realized and Unrealized Losses
    on Investments............       0     (.0003)        0         0         0          0         0         0     (.0053)        0 
                              --------   --------  --------  --------  --------   --------  --------  --------   --------  --------
    Total Income From Investment
       Operations.............   .0162      .0325     .0207     .0209     .0298      .0420     .0510     .0559      .0411     .0383 
                              --------   --------  --------  --------  --------   --------  --------  --------   --------  --------
  Less Distributions
  Dividends from Net Investment
    Income....................  (.0162)    (.0325)   (.0207)   (.0209)   (.0298)    (.0420)   (.0510)   (.0559)    (.0411)   (.0383)
  Distributions from Net
    Realized Capital Gains....       0          0         0         0         0          0         0         0          0         0 
                              --------   --------  --------  --------  --------   --------  --------  --------   --------  --------
    Total Distributions.......  (.0162)    (.0325)   (.0207)   (.0209)   (.0298)    (.0420)   (.0510)   (.0559)    (.0411)   (.0383)
                              --------   --------  --------  --------  --------   --------  --------  --------   --------  --------
NET ASSET VALUE AT END OF 
PERIOD........................  $ 1.00       1.00      1.00      1.00      1.00       1.00      1.00      1.00       1.00      1.00 
                                 =====       ====      ====      ====      ====       ====      ====      ====       ====      ====
TOTAL RETURN*.................    1.63%      3.31%     2.09%     2.13%     3.00%      4.23%     5.23%     5.70%      4.24%     3.88%
- ------------
SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period
  (in thousands of dollars).. $433,365    414,099   371,074   338,731   321,307    361,007   463,130   490,700    328,532   318,095 
Ratio of Expenses to Average
  Daily Net Assets+..........      .52%**     .52%      .50%      .51%      .54%       .56%      .56%      .59%       .63%      .67%
Ratio of Net Investment Income
  to Average Daily Net Assets     3.27%**    3.28%     2.07%     2.09%     2.98%      4.20%     5.10%     5.59%      4.10%     3.83%

- -------------------
+ The ratio for the six months ended February 29, 1996, includes expenses paid through expense offset arrangements. 
* Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
**Annualized.

     See the accompanying notes to financial statements.
</TABLE>

                                       30

<TABLE>
<CAPTION>
                                                   BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                                  FINANCIAL HIGHLIGHTS
            For a Share Outstanding Throughout the Six Months Ended February 29, and the Years Ended August 31 (except as noted)
                                                                       (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL MONEY MARKET FUND
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                     FEB. 29,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,
                                                                       1996      1995      1994       1993      1992      1991+
                                                                     --------  --------  --------   --------  --------  ---------
PER-SHARE DATA
- --------------
<S>                                                                   <C>          <C>       <C>       <C>        <C>       <C> 
NET ASSET VALUE AT BEGINNING OF PERIOD.............................   $ 1.00       1.00      1.00      1.00       1.00      1.00
  Income From Investment Operations 
  Net Investment Income............................................    .0168      .0331     .0213     .0221      .0344     .0293
  Net Realized and Unrealized Losses on Investments................        0     (.0003)        0         0          0         0
                                                                    --------   --------  --------  --------   --------  --------
    Total Income From Investment Operations........................    .0168      .0328     .0213     .0221      .0344     .0293
                                                                    --------   --------  --------  --------   --------  --------
  Less Distributions
  Dividends from Net Investment Income.............................   (.0168)    (.0328)   (.0213)   (.0221)    (.0344)   (.0293)
  Distributions from Net Realized Capital Gains....................        0          0         0         0          0         0
                                                                    --------   --------  --------  --------   --------  --------
    Total Distributions............................................   (.0168)    (.0328)   (.0213)   (.0221)    (.0344)   (.0293)
                                                                    --------   --------  --------  --------   --------  --------
NET ASSET VALUE AT END OF PERIOD...................................   $ 1.00       1.00      1.00      1.00       1.00      1.00
                                                                      ======      =====     =====     =====      =====     =====
TOTAL RETURN*......................................................     1.69%      3.35%     2.15%     2.25%      3.63%     3.04%
- ------------

SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period (in thousands of dollars)..............$ 197,729    191,722   243,701   247,621    254,823   136,860
Ratio of Expenses to Average Daily Net Assets++....................      .56%**     .53%      .51%      .46%       .07%        0%
Ratio of Net Investment Income to Average Daily Net Assets.........     3.35%**    3.31%     2.13%     2.21%      3.44%     4.39%**

- -------------------
+  From December 31, 1990 (commencement of operations), through August 31, 1991.
++ The ratio for the six months ended February 29, 1996, includes expenses paid through expense offset arrangements. 
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.

     See the accompanying notes to financial statements.
</TABLE>

                                       31

<TABLE>
<CAPTION>
                                              BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                            FINANCIAL HIGHLIGHTS
            For a Share Outstanding Throughout the Six Months Ended February 29, and the Years Ended August 31 (except as noted)
                                                                 (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL HIGH-YIELD FUND
- ------------------------------------------------------------------------------------------------------------------------------------

                               FEB. 29,   AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,
                                 1996       1995      1994       1993      1992      1991      1990       1989      1988      1987+
                                -------    -------   -------    -------   -------   -------   -------    -------   -------   -------
PER-SHARE DATA
- --------------
<S>                              <C>         <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>     <C>  
NET ASSET VALUE AT BEGINNING
  OF PERIOD....................  $9.11       9.06      9.66       9.12      8.84      8.54      8.68      8.45       8.69    10.00
  Income From Investment Operations
  Net Investment Income........  .2780      .5612     .5629      .5703     .5809     .5879     .6266     .6611      .6527    .4509
  Net Realized and Unrealized Gains
    (Losses) on Investments....  .2698      .0497    (.4793)     .5401     .2800     .3000    (.1400)    .2300     (.2400) (1.3100)
                              --------   --------  --------   --------  --------  --------  --------  --------   -------- --------
    Total Income (Loss) From
       Investment Operations...  .5478      .6109     .0836     1.1104     .8609     .8879     .4866     .8911      .4127   (.8591)
                              --------   --------  --------   --------  --------  --------  --------  --------   -------- --------
  Less Distributions
  Dividends from Net Investment
    Income..................... (.2778)    (.5609)   (.5627)    (.5704)   (.5809)   (.5879)   (.6266)   (.6611)    (.6527)  (.4509)
  Distributions from Net Realized
    Capital Gains..............      0          0    (.1208)         0         0         0         0         0          0        0
  Distributions in Excess of Net
    Realized Capital Gains.....      0          0    (.0001)         0         0         0         0         0          0        0
                              --------   --------  --------   --------  --------  --------  --------  --------   --------  -------
    Total Distributions........ (.2778)    (.5609)   (.6836)    (.5704)   (.5809)   (.5879)   (.6266)   (.6611)    (.6527)  (.4509)
                              --------   --------  --------   --------  --------  --------  --------  --------   --------  -------
NET ASSET VALUE AT END OF 
PERIOD.........................  $9.38       9.11      9.06       9.66      9.12      8.84      8.54      8.68       8.45     8.69
                                 =====       ====      ====       ====      ====      ====      ====      ====       ====     ==== 
TOTAL RETURN*..................   6.06%      7.09%      .87%     12.61%    10.11%    10.75%     5.77%    10.86%      5.17%  (10.19)%
- ------------
</TABLE>

                                       32

<TABLE>
<CAPTION>

Financial Highlights - Municipal High-Yield Fund (Continued)
- ------------------------------------------------------------------------------------------------------------------------------------
                               FEB. 29,   AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,
                                 1996       1995      1994       1993      1992      1991      1990       1989      1988      1987+
                                -------    -------   -------    -------   -------   -------   -------    -------   -------   -------
SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
<S>                           <C>         <C>       <C>        <C>       <C>        <C>       <C>       <C>        <C>      <C>  
Net Assets at End of Period
  (in thousands of dollars).. $129,937    116,166   116,000   114,564    79,949     65,741    44,602    32,631     13,169   8,434
Ratio of Expenses to Average
  Daily Net Assets++.........      .52%**     .51%      .51%      .55%      .56%       .50%      .24%        0%         0%      0%
Ratio of Net Investment Income to
  Average Daily Net Assets...     5.97%**    6.30%     6.02%     6.14%     6.54%      6.79%     7.23%     7.67%      7.85%   7.50%**
Portfolio Turnover Rate......    26.75%     40.00%    42.55%    27.40%    32.51%     47.41%   103.74%    49.54%    142.86%  57.42%

- -------------------
+  From December 30, 1986 (commencement of operations) through August 31, 1987.
++ The ratio for the six months ended February 29, 1996, includes expenses paid through expense offset arrangements. 
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.

   See the accompanying notes to financial statements.
</TABLE>

                                       33


<TABLE>
<CAPTION>
                                             BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
            For a Share Outstanding Throughout the Six Months Ended February 29, and the Years Ended August 31 (except as noted)
                                                                  (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
TAX-FREE INSURED FUND
- ------------------------------------------------------------------------------------------------------------------------------------

                               FEB. 29,   AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,
                                 1996       1995      1994       1993      1992      1991      1990       1989      1988      1987+
                                -------    -------   -------    -------   -------   -------   -------    -------   -------   -------
PER-SHARE DATA
- --------------
<S>                             <C>          <C>      <C>        <C>       <C>        <C>       <C>       <C>       <C>      <C>  
Net Asset Value at Beginning
  of Period                     $ 9.89       9.67     10.64      9.97      9.47       9.00      9.23      8.80      9.07     10.00
  Income From Investment Operations
  Net Investment Income          .2688      .5320     .5267     .5470     .5705      .5733     .5889     .6026     .6246     .4370
  Net Realized and Unrealized
    Gains (Losses) on 
    Investments                  .3906      .2200    (.6922)    .7588     .5000      .4700    (.2300)    .4300    (.2700)   (.9300)
                              --------   --------  --------  --------  --------   --------  --------  --------  --------  --------
    Total Income (Loss) From
       Investment Operations     .6594      .7520    (.1655)   1.3058    1.0705     1.0433     .3589    1.0326     .3546    (.4930)
                              --------   --------  --------  --------  --------   --------  --------  --------  --------  --------
  Less Distributions
  Dividends from Net
    Investment Income           (.2694)    (.5320)   (.5263)   (.5477)   (.5705)    (.5733)   (.5889)   (.6026)   (.6246)   (.4370)
  Distributions from Net Realized
    Capital Gains                    0          0    (.2082)   (.0881)        0          0         0         0         0         0
  Distributions in Excess of Net
    Realized Capital Gains           0          0    (.0700)        0         0          0         0         0         0         0
                              --------   --------  --------  --------  --------   --------  --------  --------  --------  --------
    Total Distributions         (.2694)    (.5320)   (.8045)   (.6358)   (.5705)    (.5733)   (.5889)   (.6026)   (.6246)   (.4370)
                              --------   --------  --------  --------  --------   --------  --------  --------  --------  --------
NET ASSET VALUE AT END OF 
   PERIOD                       $10.28       9.89      9.67     10.64      9.97       9.47      9.00      9.23      8.80      9.07
                                ======       ====      ====     =====      ====       ====      ====      ====      ====      ====
TOTAL RETURN*                     6.71%      8.09%    (1.68)%   13.74%    11.67%     11.87%     3.96%    12.04%     4.58%    (8.51)%
- ------------
</TABLE>

                                       34

<TABLE>
<CAPTION>
Financial Highlights - Tax-Free Insured Fund (Continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                               FEB. 29,   AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,
                                 1996       1995      1994       1993      1992      1991      1990       1989      1988      1987+
                                -------    -------   -------    -------   -------   -------   -------    -------   -------   -------
SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
<S>                           <C>         <C>       <C>       <C>       <C>         <C>       <C>       <C>       <C>      <C>  
Net Assets at End of Period
  (in thousands of dollars)   $190,473    178,913   189,439   223,440   145,965     94,951    59,870    42,569    29,531   12,748
Ratio of Expenses to Average
  Daily Net Assets++               .51%**     .50%      .49%      .52%      .55%       .59%      .61%      .66%        0%       0%
Ratio of Net Investment Income
  to Average Daily Net Assets     5.26%**    5.54%     5.20%     5.37%     5.90%      6.18%     6.43%     6.62%     7.39%    7.11%**
Portfolio Turnover Rate          19.45%     40.45%    47.12%    60.94%    53.73%     37.59%   117.47%    73.02%   145.29%   21.04%

- -------------------
+  From December 30, 1986 (commencement of operations), through August 31, 1987.
++ The ratio for the six months ended February 29, 1996, includes expenses paid through expense offset arrangements. 
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.

   See the accompanying notes to financial statements.
</TABLE>

                                       35


<TABLE>
<CAPTION>
                                                     BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                          STATEMENTS OF ASSETS AND LIABILITIES
                                                                    February 29, 1996
                                                                        (Unaudited)

                                                             TAX-FREE           MUNICIPAL          MUNICIPAL          TAX-FREE
                                                           MONEY MARKET       MONEY MARKET        HIGH-YIELD           INSURED
                                                               FUND               FUND               FUND               FUND
                                                             ---------          ---------          ---------          ---------
ASSETS
<S>                                                     <C>                   <C>                <C>               <C>        
   Investment securities at value (cost of $427,320,472,
     $194,154,025, $118,630,606 and $175,204,532, 
     respectively)......................................$ 427,320,472         194,154,025        124,390,827       185,315,439
   Investment in affiliated money market fund (Note 2)..            0                   0                  0         2,000,000
   Cash.................................................    3,211,207           2,544,149          3,050,908         1,216,925
   Interest receivable..................................    3,269,082           1,485,394          2,334,285         2,663,379
   Receivable for fund shares sold......................    3,561,389             358,086            548,053             9,001
   Margin deposit for futures contracts.................            0                   0                  0            39,375
   Receivable for securities sold.......................            0                   0                  0         5,207,860
   Prepaid expenses and other assets....................        7,970               7,064              3,978             5,029
                                                         ------------         -----------        -----------        ----------
     Total assets.......................................  437,370,120         198,548,718        130,328,051       196,457,008
                                                         ------------         -----------        -----------        ----------
LIABILITIES
   Payable for securities purchased.....................    2,105,445                   0                  0         5,597,884
   Payable for fund shares redeemed.....................    1,698,405             727,401            170,129            77,947
   Dividends payable....................................       42,983              18,242            168,542           233,692
   Fees payable to affiliates (Note 2)..................      152,670              74,188             47,793            68,840
   Net unrealized depreciation on futures contracts (Note 1)        0                   0                  0             5,635
   Accrued expenses and other liabilities...............        5,678                   0              4,560               137
                                                         ------------         -----------        -----------        ----------
     Total liabilities..................................    4,005,181             819,831            391,024         5,984,135
                                                         ------------         -----------        -----------        ----------
NET ASSETS..............................................$ 433,364,939         197,728,887        129,937,027       190,472,873
                                                         ============         ===========        ===========        ==========
Net assets consist of:
   Capital paid in......................................$ 433,429,977         197,808,206        124,966,354       179,721,818
   Undistributed accumulated net realized gain (loss) 
      on investments....................................   (1,010,978)           (156,482)          (793,422)          645,783
   Undistributed net investment income..................      945,940              77,163              3,874                 0
   Net unrealized appreciation on investments...........            0                   0          5,760,221        10,105,272
                                                         ------------         -----------        -----------        ----------
Net assets..............................................$ 433,364,939         197,728,887        129,937,027       190,472,873
                                                         ============         ===========        ===========        ==========
Shares of beneficial interest outstanding
   (unlimited number of shares authorized)..............  430,429,977         197,808,206         13,850,512        18,529,839
                                                         ============         ===========        ===========        ==========
Net asset value, offering price and redemption price 
   per share............................................        $1.00                1.00               9.38             10.28
                                                                =====                ====               ====             =====
- -------------------
See the accompanying notes to financial statements.
</TABLE>

                                       36


<TABLE>
<CAPTION>
                                                BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                            STATEMENTS OF OPERATIONS
                                                  For the Six Months Ended February 29, 1996
                                                                    (Unaudited)

                                                                    TAX-FREE          MUNICIPAL        MUNICIPAL         TAX-FREE
                                                                  MONEY MARKET      MONEY MARKET       HIGH-YIELD        INSURED
                                                                      FUND              FUND             FUND              FUND
                                                                   ----------        -----------       ----------        ----------
<S>                                                               <C>               <C>               <C>                <C>      
INVESTMENT INCOME
   Interest income .........................................       $7,905,450         3,764,241         4,072,839         5,375,293
                                                                  -----------       -----------       -----------        ----------
EXPENSES (NOTE 2)
   Investment advisory fees ................................          609,035           280,889           182,161           271,215
   Administrative fees .....................................          201,058            92,729            60,135            89,535
   Transfer agency fees ....................................          114,576            72,961            33,581            45,501
   Printing and postage ....................................           53,831            26,897            14,880            22,120
   Custodian fees ..........................................           30,799            18,034            10,977            14,345
   Auditing and legal fees .................................           43,551            23,938             5,243             4,257
   Registration and filing fees ............................            1,714             1,509             6,046             1,279
   Directors' fees and expenses ............................            5,551             3,862             3,354             3,809
   Other operating expenses ................................           16,236            15,214            10,515            18,641
                                                                   ----------        ----------        ----------        ----------
     Total expenses ........................................        1,076,351           536,033           326,892           470,702
   Custodian earnings credits (Note 5) .....................          (28,720)          (17,554)           (8,213)          (11,367)
                                                                   ----------        ----------        ----------        ----------
     Net expenses ..........................................        1,047,631           518,479           318,679           459,335
                                                                   ----------        ----------        ----------        ----------
        Net investment income ..............................        6,857,819         3,245,762         3,754,160         4,915,958
                                                                   ----------        ----------        ----------        ----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 4)
Net realized gain (identified cost basis):
   Proceeds from sales .....................................       15,620,510         2,010,340        29,922,127        37,137,764
   Cost of securities sold .................................       15,611,681         2,004,454        28,841,730        35,261,202
                                                                   ----------        ----------        ----------        ----------
     Net realized gain .....................................            8,829             5,886         1,080,397         1,876,562
                                                                   ----------        ----------        ----------        ----------
Unrealized appreciation of investments:
   Beginning of period .....................................                0                 0         3,081,946         4,894,797
   End of period ...........................................                0                 0         5,760,221        10,105,272
                                                                   ----------        ----------        ----------        ----------
     Net unrealized appreciation for the period ............                0                 0         2,678,275         5,210,475
                                                                   ----------        ----------        ----------        ----------
     Net realized and unrealized gain on investments .......            8,829             5,886         3,758,672         7,087,037
                                                                   ----------        ----------        ----------        ----------
Net increase in net assets resulting from operations .......       $6,866,648         3,251,648         7,512,832        12,002,995
                                                                   ==========        ==========        ==========        ==========
- -------------------
See the accompanying notes to financial statements.
</TABLE>


                                       37


<TABLE>
<CAPTION>
                                                    BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                               STATEMENTS OF CHANGES IN
                                NET ASSETS For the Six Months Ended February 29, 1996, and Year Ended August 31, 1995
                                                                      (Unaudited)

                                  TAX-FREE                   MUNICIPAL                   MUNICIPAL                   TAX-FREE
                              MONEY MARKET FUND          MONEY MARKET FUND            HIGH-YIELD FUND              INSURED FUND
                             ------------------         ------------------          ------------------          ------------------
                            FEB. 29,    AUG. 31,      FEB. 29,      AUG. 31,     FEB. 29,      AUG. 31,      FEB. 29,      AUG. 31,
                              1996        1995          1996          1995         1996          1995          1996          1995
                            --------    --------      --------      --------     --------      --------      --------      --------
FROM INVESTMENT ACTIVITIES:
<S>                       <C>          <C>           <C>           <C>           <C>           <C>          <C>           <C>      
  Net investment income...$6,857,819   12,490,536    3,245,762     7,186,611     3,754,160     6,816,691    4,915,958     9,528,498
  Net realized gain (loss)
    on investments........     8,829     (285,303)       5,886      (162,368)    1,080,397    (1,873,070)   1,876,562       232,451
  Net change in unrealized
    appreciation
    on investments........         0            0            0             0     2,678,275     1,850,452    5,210,475     3,002,263
                         -----------  -----------  -----------   -----------   -----------   -----------  -----------   -----------
    Change in net assets
       derived from
       investment
       activities......... 6,866,648   12,205,233    3,251,648     7,024,243     7,512,832     6,794,073   12,002,995    12,763,212
                         -----------  -----------  -----------   -----------   -----------   -----------  -----------   -----------
FROM DISTRIBUTIONS TO
SHAREHOLDERS:
  Net investment income...(6,787,253) (12,368,993)  (3,235,503)   (7,127,335)   (3,754,378)   (6,813,446)  (4,926,892)   (9,528,450)
                         -----------  -----------  -----------   -----------   -----------   -----------  -----------   -----------
    Total distributions to
        shareholders......(6,787,253) (12,368,993)  (3,235,503)   (7,127,335)   (3,754,378)   (6,813,446)  (4,926,892)   (9,528,450)
                         -----------  -----------  -----------   -----------   -----------   -----------  -----------   -----------

</TABLE>


                                       38

<TABLE>
<CAPTION>

Statement of Changes in Net Assets(Continued)
- ------------------------------------------------------------------------------------------------------------------------------------
                                  TAX-FREE                   MUNICIPAL                   MUNICIPAL                   TAX-FREE
                              MONEY MARKET FUND          MONEY MARKET FUND            HIGH-YIELD FUND              INSURED FUND
                             ------------------         ------------------          ------------------          ------------------
                            FEB. 29,    AUG. 31,      FEB. 29,      AUG. 31,     FEB. 29,      AUG. 31,      FEB. 29,      AUG. 31,
                              1996        1995          1996          1995         1996          1995          1996          1995
                            --------    --------      --------      --------     --------      --------      --------      --------
FROM CAPITAL SHARE
TRANSACTIONS (NOTE 3):
<S>                      <C>          <C>          <C>           <C>            <C>           <C>          <C>           <C>       
  Proceeds from sales
     of shares...........195,467,763  466,211,495  124,657,402   310,209,174    30,940,580    58,165,774   29,915,511    51,954,200
  Net asset value of dividends
    reinvested............ 6,479,791   11,717,045    3,109,879     6,894,430     2,704,313     4,776,705    3,402,599     6,459,209
  Cost of shares 
    redeemed............(182,761,215)(434,739,843)(121,776,879) (368,979,533)  (23,632,188)  (62,756,859) (28,833,903)  (72,174,227)
                         -----------  -----------  -----------   -----------   -----------   -----------  -----------   -----------
    Change in net assets
       derived from capital
       share transactions 19,186,339   43,188,697    5,990,402   (51,875,929)   10,012,705       185,620    4,484,207   (13,760,818)
                         -----------  -----------  -----------   -----------   -----------   -----------  -----------   -----------
       Net increase (decrease)
       in net assets......19,265,734   43,024,937    6,006,547   (51,979,021)   13,771,159       166,247   11,560,310   (10,526,056)

NET ASSETS:
  Beginning of period....414,099,205  371,074,268  191,722,340   243,701,361   116,165,868   115,999,621  178,912,563   189,438,619
                         -----------  -----------  -----------   -----------   -----------   -----------  -----------   -----------
  End of period.........$433,364,939  414,099,205  197,728,887   191,722,340   129,937,027   116,165,868  190,472,873   178,912,563
                         ===========  ===========  ===========   ===========   ===========   ===========  ===========   ===========
Undistributed net
  investment income.....$    945,940      975,117       77,163        66,904         3,874         4,091            0         3,829
                         ===========  ===========  ===========   ===========   ===========   ===========  ===========   ===========

- -------------------
See the accompanying notes to financial statements.
</TABLE>


                                       39


BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(UNAUDITED)

(1)  SIGNIFICANT ACCOUNTING POLICIES

Benham California Tax-Free and Municipal Funds (BCTFMF) is registered under the
Investment Company Act of 1940 as an open-end management investment company.
Tax-Free Money Market Fund, Municipal Money Market Fund, Municipal High-Yield
Fund, and Tax-Free Insured Fund (collectively the "Funds") are four of the seven
Funds composing BCTFMF. With the exception of the Municipal Money Market Fund,
each Fund is a "diversified company" as defined in the Investment Company Act of
1940. Each Fund invests primarily in municipal debt securities that pay interest
exempt from federal and California income taxes. Significant accounting policies
followed by the Funds are summarized below.

VALUATION OF INVESTMENT SECURITIES--Securities held by the Tax-Free Money Market
Fund and Municipal Money Market Fund (collectively the "Money Market Funds") are
valued at amortized cost, which approximates current market value. Securities
held by the Municipal High-Yield and Tax-Free Insured Funds (collectively the
"Variable-Price Funds") are valued at current market value as provided by an
independent pricing service. When valuations are not readily available,
securities are valued at market value as determined in good faith by or under
the direction of the Board of Trustees. Securities transactions are recorded on
the date the order to buy or sell is executed. Realized gains and losses on
security transactions are determined on the basis of identified cost.

INCOME TAXES--Each Fund of BCTFMF intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. By doing so, each Fund
will not be subject to federal or state income or franchise taxes to the extent
that it distributes its net investment income and net realized capital gains to
shareholders. Accordingly, no provision for income taxes has been made.

Due to the timing of dividend distributions and the differences in accounting
for gains and losses for financial statement and federal income tax purposes,
the fiscal year in which amounts are distributed may differ from the year in
which the income and realized gains (losses) were recorded by each Fund. The
differences between capital gains distributed on a book versus tax basis are
shown as excess distributions of realized capital gains in the accompanying
Financial Highlights.


                                       40


As of August 31, 1995, the Tax-Free Money Market Fund, Municipal Money Market
Fund, Municipal High-Yield Fund, and Tax-Free Insured Fund had capital loss
carryovers of $740,889, $3,865, $425,261, and $1,230,778, respectively. No
capital gains distributions will be made by each Fund until all of its loss
carryovers have been offset or expired. The capital loss carryovers expire
August 31, 1996, through August 31, 2003.

SHARE VALUATION--Each Fund's net asset value per share is computed each business
day by dividing the value of its total assets, less its liabilities, by the
total number of shares outstanding at the beginning of each business day. It is
BCTFMF's policy to maintain a constant net asset value of $1.00 per share for
the Money Market Funds, although there is no guarantee it will be able to do so.
The Variable-Price Funds' net asset values fluctuate daily in response to
changes in the market value of their investments.

INVESTMENT INCOME, PREMIUM, AND DISCOUNT--Interest income and expenses are
accrued daily. For each Fund, premium on securities purchased is amortized daily
on a straight-line basis over the shorter period of purchase date to call date
or purchase date to maturity date. Market discount is recognized as income upon
sale or maturity of the securities for the Variable-Price Funds. Original issue
discount for municipal securities is accrued daily using the effective interest
rate method for the Variable-Price Funds. Discount is accrued daily on a
straight-line basis through maturity for securities held by the Money Market
Funds.

DIVIDENDS AND OTHER DISTRIBUTIONS--The Money Market Funds' dividends are
declared and credited daily and distributed on the last business day of the
month. The Variable-Price Funds' dividends are declared daily, accrued
throughout the month, and distributed on the last business day of the month.
Each Variable-Price Fund distributes net capital gains, if any, once per year.
Shareholders may elect to receive distributions in cash or reinvest them in
additional shares.

FUTURES CONTRACTS--The Variable-Price Funds may use futures transactions to
maintain cash reserves while remaining fully invested, to facilitate trading, to
reduce transaction costs, or to pursue higher investment returns when a futures
contract is priced more attractively than its underlying security or index.

Some futures contract strategies present a substantial risk of loss, due to both
the low margin deposits required and the high degree of leverage involved in
futures pricing. A relatively small movement in a futures contract may result in
immediate, substantial gains or losses to the contact holder. Gains from futures
transactions are subject to federal income tax when distributed to shareholders.


                                       41


Upon entering into a futures contract, the Fund is required to deposit either
cash or securities in an amount (initial margin) equal to a certain percentage
of the contract value. Subsequent payments (variation margin) are made or
received by the Fund. The variation margin is equal to the daily change in the
contract value and is recorded as unrealized gains and losses. The Fund
recognizes a realized gain or loss when the contract is closed or expires.

As of February 29, 1996, the following Fund had futures contracts outstanding:

              NUMBER OF                                           NET UNREALIZED
FUND          CONTRACTS      TYPE        EXPIRATION DATE   VALUE   DEPRECIATION
- -----------  --------- ----------------  --------------- --------- ------------
                          
Tax-Free                Municipal Bond
Insured Fund    20     Futures Contract  March 31, 1996  $2,360,625   $5,635

Securities in market value of $3,537,840 have been segregated at the custodian
bank for these contracts.

(2)  INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Benham Management Corporation (BMC) is a wholly owned subsidiary of Twentieth
Century Companies, Inc. (TCC). BMC's former parent company, Benham Management
International, Inc., merged into TCC on June 1, 1995. Each Fund pays Benham
Management Corporation (BMC) a monthly investment advisory fee based on its pro
rata share of the dollar amount derived from applying BCTFMF's average daily net
assets to the following annualized investment advisory fee schedule.

           .50% of the first $100 million 
           .45% of the next $100 million 
           .40% of the next $100 million 
           .35% of the next $100 million 
           .30% of the next $100 million 
           .25% of the next $1 billion 
           .24% of the next $1 billion          
           .23% of the next $1 billion 
           .22% of the next $1 billion 
           .21% of the next $1 billion 
           .20% of the next $1 billion
           .19% of average daily net assets over $6.5 billion

BMC provides BCTFMF with all investment advice. TCC pays all compensation of
BCTFMF officers and trustees who are officers or directors of TCC or any of its
subsidiaries. In addition, promotion and distribution expenses are paid by BMC.


                                       42


BCTFMF has an Administrative Services and Transfer Agency Agreement with Benham
Financial Services, Inc. (BFS), a wholly owned subsidiary of TCC. Under the
agreement, BFS provides substantially all administrative and transfer agency
services necessary to operate the Funds. Fees for these services are based on
transaction volume, number of accounts, and average net assets of all funds in
The Benham Group.

BCTFMF has an additional agreement with BMC pursuant to which BMC established a
contractual expense guarantee that limits each Fund's expenses (excluding
extraordinary expenses such as brokerage commissions and taxes) to .54% of
average daily net assets for the Tax-Free Money Market Fund, .58% of average
daily net assets for the Municipal Money Market Fund, and .62% of average daily
net assets for the Variable-Price Funds. The agreement provides that BMC may
recover amounts (representing expenses in excess of the Fund's expense guarantee
rate) absorbed during the preceding 11 months, if, and to the extent that, for
any given month, the Fund's expenses were less than the expense guarantee rate
in effect at that time. The expense guarantee rate is subject to renewal in June
1996.

The payables to affiliates as of February 29, 1996, based on the above
agreements were as follows:

                          TAX-FREE     MUNICIPAL    MUNICIPAL    TAX-FREE
                        MONEY MARKET MONEY MARKET  HIGH-YIELD     INSURED
                            FUND         FUND         FUND         FUND
                         -----------  ----------    ---------   -----------
Investment Advisor.......$  97,714      45,330       29,863        44,191
Administrative Services..   32,272      14,971        9,863        14,595
Transfer Agent...........   22,684      13,887        8,067        10,054
                           -------      ------       ------        ------
                         $ 152,670      74,188       47,793        68,840
                           =======      ======       ======        ======

BCTFMF has a distribution agreement with Benham Distributors, Inc. (BDI), which
is responsible for promoting sales of and distributing the Funds' shares. BMC
pays all costs incurred by BDI. BDI is a wholly owned subsidiary of TCC.

The Tax-Free Money Market and Municipal Money Market Funds own $5,050,000 and
$2,950,000, respectively, of tax revenue and anticipation notes issued by Orange
County, California, which filed for bankruptcy protection on December 6, 1994.
The market values of these securities on February 29, 1996, were $4,980,563 for
the Tax-Free Money Market Fund and $2,909,438 for the Municipal Money Market
Fund. TCC arranged for the issuance of irrevocable standby letters of credit by
State Street Bank and Trust Company in favor of the Tax-Free Money Market and
Municipal Money Market Funds. The terms of the letters of credit provide for the
payment of up to $2,520,000 to the Tax-Free Money Market Fund and $1,475,000 to
the Municipal Money Market 


                                       43


Fund should Orange County default in the payment of principal and/or interest on
such notes. Since the letters of credit only cover one half of the amount of
Orange County notes held, the Funds continue to be exposed to risk of principal
and/or interest on the Orange County notes. TCC has agreed to reimburse State
Street Bank for any payments made by the bank to the Funds under the letter of
credit. The value of the letter of credit is not considered material to either
of the Money Market Funds' financial statements.

Prior to the issuance of the above mentioned letters of credit, BMI agreed to
purchase the Orange County notes, to the extent necessary, should they cause the
Money Market Funds' net asset value to drop below the $1.00 share price. The net
asset value of the Money Market Funds did not drop below $1.00, thus BMI did not
purchase the Orange County notes.

(3)  SHARE TRANSACTIONS

Share transactions for each of the Funds for the six months ended February 29,
1996, and the year ended August 31, 1995, were as follows:

                                TAX-FREE                MUNICIPAL
                              MONEY MARKET            MONEY MARKET
                                  Fund                    Fund
                           -------------------     -------------------
                          Feb. 29,    Aug. 31,     Feb. 29,    Aug. 31,
                            1996        1995         1996        1995
                         ---------   ---------    ---------   ---------
Shares sold........... 195,467,763  466,211,495  124,657,402  310,209,174
Reinvestment of
 dividends............   6,479,791   11,717,045    3,109,879    6,894,430
                       -----------  -----------  -----------  -----------
                       201,947,554  477,928,540  127,767,281  317,103,604
Less shares redeemed..(182,761,215)(434,739,843)(121,776,879)(368,979,533)
                       -----------  -----------  -----------  -----------
Net increase
 (decrease) in shares.  19,186,339   43,188,697   5,990,402   (51,875,929)
                       ===========  ===========  ===========  ===========

                                MUNICIPAL               TAX-FREE
                               HIGH-YIELD                INSURED
                                  Fund                    Fund
                          -------------------     -------------------
                         Feb. 29,     Aug. 31,     Feb. 29,    Aug. 31,
                           1996         1995         1996        1995
                        ---------    ---------    ---------   ---------
Shares sold............ 3,325,621    6,551,021    2,926,165   5,419,808
Reinvestment of
 dividends.............   289,365      537,231      332,334     673,481
                      -----------  -----------  ----------- -----------
                        3,614,986    7,088,252    3,258,499   6,093,289
Less shares redeemed...(2,521,256)  (7,132,653)  (2,813,605) (7,600,045)
                      -----------  -----------  ----------- -----------
Net increase
 (decrease) in shares.. 1,093,730      (44,401)     444,894  (1,506,756)
                      ===========  ===========  =========== ===========

  
                                     44


(4)  INVESTMENT SECURITIES--PURCHASES, SALES AND/OR MATURITIES

Portfolio activity, excluding short-term securities, for the six months ended
February 29, 1996, was as follows:

                                          MUNICIPAL            TAX-FREE
                                         HIGH-YIELD            INSURED
                                             Fund                Fund
                                      ----------------    ----------------
Purchases............................  $ 37,248,266          30,897,213
                                        ===========          ==========
Sales proceeds.......................  $ 29,922,127          37,137,764
                                        ===========          ==========


As of February 29, 1996, unrealized appreciation (depreciation) was as follows:

                                           MUNICIPAL            TAX-FREE
                                          HIGH-YIELD            INSURED
                                             Fund                Fund
                                       ----------------    ----------------
Appreciated securities...............   $ 5,953,457          10,612,718
Depreciated securities...............      (193,236)           (501,811)
                                        -----------          ----------
Net unrealized appreciation..........   $ 5,760,221          10,110,907
                                        ===========          ==========

The cost of securities for financial reporting and federal income tax purposes
is the same.

(5)  EXPENSE OFFSET ARRANGEMENTS

Each Fund's Statement of Operations reflects custodial earnings credits. These
amounts are used to offset the custody fees payable by the Funds to the
custodian bank. The credits are earned when the Fund maintains a balance of
uninvested cash at the custodian bank. Beginning with the six months ending
February 29, 1996, the ratio of expenses to average daily net assets shown in
the Financial Highlights are calculated as if these credits had not been earned.

 
                                       45

<TABLE>
<CAPTION>
                BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                           Tax-Free Money Market Fund
                        Schedule of Investment Securities
                                February 29, 1996
                                   (Unaudited)
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 4,500,000  Agoura Hills Multifamily Housing Revenue Bond Oakridge Apartments,
                Guaranteed by Continental Casualty Co.                                 3.700%  03/06/96* $4,500,000    NR/A1
  4,900,000  Anaheim Housing Authority Revenue, Heritage
                Village Apartments Series 1992 A,
                Letter of Credit-Barclay's Bank                                        3.000   03/07/96*  4,900,000    VMIG1/NR
  7,000,000  Anaheim Refunding Project Series 1993 Certificate of Participation,
                Letter of Credit-Industrial Bank of Japan                              3.050   03/06/96   7,000,000    MIG1/NR
  3,500,000  Anaheim Unified High School District Tax and Revenue Anticipation
                Notes, Letter of Credit-Bank of America                                5.000   09/05/96   3,515,540    MIG1/NR
    155,000  Association of Bay Area Governments Lease Revenue Pooled Project,
                Letter of Credit-National Westminster Bank                             2.850   03/07/96*    155,000    VMIG1/NR
  4,000,000  Auburn Unified School District Certificate of Participation Series 1993,
                California, Letter of Credit-Bank of California                        3.450   03/07/96*  4,000,000    VMIG1/A-1
  4,200,000  Auburn Unified School District Certificate of Participation Series 1993,
                California, Letter of Credit-Bank of California                        3.450   03/07/96*  4,200,000    MIG1/A-1
  7,800,000  Azusa Multifamily Housing Revenue Bond Pacific Glen Apartments,
                Guaranteed by Continental Casualty Co.                                 3.600   03/07/96*  7,800,000    NR/A-1
  4,000,000  Brea Redevelopment Agency Redevelopment Project
                Area AB, Prerefunded at 102.50% of par                                 8.500   09/15/96   4,193,478    NR/AAA
 15,000,000  California Health Facilities Financing Authority
                Catholic Health Series D, Letter of Credit-Rabobank                    3.000   03/07/96* 15,000,000    VMIG1/NR
  1,500,000  California Health Facilities Financing Authority
                Children's Hospital, Letter of Credit-Rabobank                         2.950   03/07/96*  1,500,000    VMIG1/A-1+
  3,400,000  California Health Facilities Financing Authority
                Granada Hills, Letter of Credit-Banque Paribas                         3.200   03/06/96*  3,400,000    VMIG1/NR
  1,015,000  California Health Facilities Financing Authority
                Loan Program Series A, Letter of Credit-Rabobank                       3.000   03/07/96*  1,015,000    VMIG1/NR
</TABLE>


                                       46

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$10,470,000  California Health Facilities Financing Authority Pooled Loan Series B,
                FGIC Insured, Letter of Credit-General Electric Credit Corporation     3.000%  03/06/96*$10,470,000    VMIG1/A-1+
  2,600,000  California Health Facilities Financing Authority Pooled Program,
                Letter of Credit-Rabobank                                              3.000   03/06/96*  2,600,000    VMIG1/A-1+
  6,000,000  California Health Scripps Memorial Hospital, Series
                1985 B, Standby Bond Purchase Agreement-
                Morgan Guaranty Trust, MBIA Insured                                    3.000   03/07/96*  6,000,000    VMIG1/A-1+
  1,000,000  California Pollution Control Financing Authority
                Chevron USA, Inc.                                                      4.000   11/15/96   1,000,000    Aa2/AA
 10,500,000  California Pollution Control Financing Authority
                Chevron USA, Inc.                                                      4.500   05/15/96  10,500,000    Aa2/AA
 13,500,000  California Pollution Control Revenue Authority
                North County Recovery Series 1992 B, Letter
                of Credit-Union Bank of Switzerland                                    3.000   03/06/96* 13,500,000    VMIG1/A-1+
  5,000,000  California Public Capital Improvement Financing Authority
                Revenue Bonds Pool Project C, Letter of Credit-National
                Westminster Bank                                                       3.700   03/15/96   5,000,000    VMIG1/NR
 10,525,000  California School Cash Reserve Program Series A, MBIA Insured             4.750   07/03/96  10,554,738    MIG1/SP1+
    500,000  California State Revenue Anticipation Warrants, FGIC Insured              5.750   04/25/96     500,910    NR/AAA
 15,875,000  California State Revenue Anticipation Warrants
                Series C, Letter of Credit Supported                                   5.750   04/25/96  15,908,904    MIG1/SP1
  7,000,000  California Statewide Communities Apartment Development Authority
                Series A-1, Letter of Credit-Federal National Mortgage
                Association Collateral Agreement                                       3.000   03/06/96*  7,000,000    NR/A-1+
  7,000,000  California Statewide Communities Apartment Development Authority
                Series A-2, Letter of Credit-Federal National Mortgage
                Association Collateral Agreement                                       3.000   03/07/96*  7,000,000    NR/A-1+
  3,000,000  California Statewide Communities Apartment Development Authority
                Whispering Winds Apartments, Guaranteed by
                Continental Casualty Co.                                               3.700   03/06/96*  3,000,000    NR/A-1
  8,000,000  California Statewide Communities Covenant Retirement Community
                Certificate of Participation, Letter of Credit-ABN-AMRO Bank           3.300   03/07/96*  8,000,000    NR/A-1+
  2,445,000  Central Unified School District, Letter of Credit-Bank of California      3.700   03/06/96*  2,445,000    VMIG1/NR
</TABLE>


                                       47

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 1,930,000  Contra Costa Public Financing Authority Revenue Refunding
                Certificate of Participation, MBIA Insured                             7.000%  06/01/96  $1,945,212    Aaa/AAA
  5,000,000  Contra Costa Transportation Sales Tax Revenue, California,
                Insurance and Liquidity provided by FGIC                               3.100   03/06/96*  5,000,000    VMIG1/A-1+
  2,700,000  Covina Redevelopment Agency Multifamily Housing Revenue Bond
                Shadowhills Apartments, Guaranteed by Continental Casualty Co.         3.600   03/07/96*  2,700,000    NR/A-1
  2,000,000  Foothill/Eastern Transportation Corridor Agency,
                Letter of Credit-Credit Suisse                                         2.750   03/06/96*  2,000,000    NR/A-1+
  6,500,000  Foothill/Eastern Transportation Corridor Agency,
                Series B, Letter of Credit-Morgan Guaranty Trust                       2.950   03/07/96*  6,500,000    NR/A-1+
  4,650,000  Gardena Financing Agency Public Parking Project,
                California, Letter of Credit-Industrial Bank of Japan                  3.550   03/07/96*  4,650,000    VMIG1/NR
  3,680,000  Glendale Industrial Development Revenue Reliance Development
                Series 1984, Letter of Credit-Barclay's Bank                           3.550   03/01/96*  3,680,000    NR/A-1+
  4,900,000  Golden Empire School Financing Authority Kern High School District
                Series 1995 A, Letter of Credit-Canadian Imperial Bank of Commerce     3.050   03/06/96*  4,900,000    NR/A-1+
 12,100,000  Hayward Multifamily Housing Revenue Bond Shorewood Apartments,
                Insurance and Liquidity provided by FGIC.                              3.200   03/07/96* 12,100,000    VMIG1/AAA
  2,000,000  Irvine Assessment District Number 89-10, Letter
                of Credit-National Westminster Bank                                    3.150   03/01/96*  2,000,000    VMIG1/A-1+
  2,705,000  Irvine Industrial Development Authority Shimano
                Amer Corporation, Letter of Credit-Bank of Tokyo                       3.600   03/06/96*  2,705,000    Aa3/NR
  4,480,000  Irvine Public Facilities Infrastructure Authority Capital Improvement
                Bond Series 1987, California, Letter of Credit-National
                Westminster Bank                                                       3.250   03/07/96*  4,480,000    VMIG1/NR
  1,500,000  Irvine Ranch Water District, Letter of Credit-Bank of America             3.550   03/01/96*  1,500,000    VMIG1/A-1+
  1,500,000  Irvine Ranch Water District, Letter of Credit-Sumitomo Bank Ltd.          3.750   03/01/96*  1,500,000    NR/A-1
  3,600,000  Irvine Ranch Water District, Letter of Credit-Bank of America             3.550   03/01/96*  3,600,000    VMIG1/A-1+
  3,600,000  Kern County Public Facility Project Series C,
                Letter of Credit-Union Bank of Switzerland                             2.950   03/06/96*  3,600,000    VMIG1/NR
  2,100,000  Lemore Golf Course Project Series 1995 Certificate of Participation,
                Letter of Credit-Bank of California                                    3.550   03/07/96*  2,100,000    NR/A-1
  4,000,000  Livermore Reverse Osmosis Project Certificate of Participation,
                Letter of Credit-National Westminster Bank                             3.250   03/07/96*  4,000,000    VMIG1/A-1+
</TABLE>


                                       48

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 3,000,000  Loma Linda Water Revenue, Letter of Credit-Bank of California             3.700%  03/06/96* $3,000,000    VMIG1/NR
  5,000,000  Long Beach Multifamily Housing Revenue Bond
                Channel Point Apartments, Letter of Credit-Bank of Tokyo               3.350   03/06/96*  5,000,000    VMIG1/NR
  4,000,000  Los Angeles Community College District, Letter
                of Credit-Commerzbank                                                  4.500   07/31/96   4,008,812    NR/SP1+
  6,500,000  Los Angeles County Metropolitan Union Station Bond Housing
                Loans Project A, Letter of Credit-Societe Generale                     2.950   03/07/96*  6,500,000    VMIG1/A-1+
  5,050,000  Los Angeles County Tax and Revenue Anticipation Notes, Letter of
                Credit-Bank of America, Credit Suisse, Morgan Guaranty Trust,
                Swiss Bank, Union Bank of Switzerland, Westdeutsche Landesbank         4.500   07/01/96   5,060,325    MIG1/SP+
  1,800,000  Los Angeles County Transportation Commission
                Notes Sales Tax Series 1986 A                                          7.600   07/01/96   1,859,867    Aaa/NR
  4,150,000  Los Angeles Multifamily Housing Revenue Bond Studio Colony
                Series 1985 C, California, Letter of Credit-Industrial Bank of Japan   3.250   03/07/96*  4,150,000    VMIG1/NR
  1,700,000  Los Angeles Waste Water Revenue Bond Series A, MBIA Insured               8.500   06/01/96   1,719,716    Aaa/AAA
  1,500,000  Merced County SCAC Construction Lease Financing
                Program Certificate of Participation Series A, FSA Insured             4.750   10/01/96   1,513,134    Aaa/AAA
  1,000,000  Modesto Multifamily Housing Revenue Bond Shadowbrook
                Apartments, Letter of Credit-Bank of America                           3.250   06/01/96*  1,000,000    MIG1/NR
  1,100,000  Oakland Health Facility Children's Hospital,
                Connie Lee Insured                                                     5.000   07/01/96   1,105,445    NR/AAA
 12,000,000  Oceanside Multifamily Housing Revenue Refunding Bonds Lakeridge
                Apartments Project, Guaranteed by Continental Casualty Co.             3.650   03/06/96* 12,000,000    NR/A-1
  4,500,000  Orange County Apartment Development The Lake Project
                Series 1991 A, California, Letter of Credit-Citibank                   3.250   03/07/96*  4,500,000    NR/A-1+
  4,200,000  Orange County Apartment Development Vintage Woods
                Series 1984 E, California, Letter of Credit-Mitsubishi Bank            3.600   03/07/96*  4,200,000    VMIG1/NR
  3,400,000  Orange County Multifamily Housing Revenue Bond Heritage Point
                Apartments, Letter of Credit-Banque Paribas                            3.350   03/06/96*  3,400,000    NR/A-1
  5,000,000  Orange County Municipal Water District Series 1992 A,
                Letter of Credit-Barclay's Bank                                        3.200   03/06/96*  5,000,000    VMIG1/A-1+
  2,525,000  Orange County 1994-1995 Tax and Revenue Anticipation
                Notes Series A, Letter of Credit-State Street Bank+                    5.450   06/30/96   2,525,000    SG/D
  2,525,000  Orange County 1994-1995 Tax and Revenue Anticipation Notes Series A+      5.450   06/30/96   2,525,000    SG/D
</TABLE>


                                       49

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 3,000,000  Orange County Water Tax Exempt Commercial Paper,
                Letter of Credit-Union Bank of Switzerland                             3.250%  04/11/96  $3,000,000    P1/A-1+
  3,000,000  Orange County Water Tax Exempt Commercial Paper,
                Letter of Credit-Union Bank of Switzerland                             3.250   05/10/96   3,000,000    P1/A-1+
    900,000  Palm Springs Redevelopment Agency, Letter of Credit-Citibank              3.050   03/06/96*    900,000    NR/A-1+
  6,100,000  Pico Rivera Redevelopment Agency Project Certificate of
                Participation, Letter of Credit-Wachovia Bank of Georgia               3.150   03/05/96*  6,100,000    NR/A-1+
  2,300,000  Redlands Water Treatment Facility Certificate of
                Participation, FGIC Insured                                            4.500   11/01/96   2,309,100    VMIG1/A1+
  6,140,000  Riverside County Multifamily Housing Revenue Bond Ambergate
                Apartments, California, Letter of Credit-Bank of Tokyo                 3.500   03/07/96*  6,140,000    VMIG1/NR
  1,715,000  Rohnert Park Multifamily Housing Revenue Bond Crossbrook
                Apartments, Federal National Mortgage Association
                Collateral Agreement                                                   3.150   03/06/96*  1,715,000    NR/A-1+
  2,090,000  Sacramento County Laguna Community Facility District, FGIC Insured        4.500   12/01/96   2,102,056    Aaa/AAA
  8,200,000  Sacramento County Multifamily Housing Revenue Bond River Oaks,
                Letter of Credit-Dai-Ichi Kangyo Bank                                  3.450   03/07/96*  8,200,000    VMIG1/A-1
  1,500,000  Sacramento County Multifamily Housing Revenue Bond
                Series 1985 A, Letter of Credit-Dai-Ichi Kangyo Bank                   3.450   03/07/96*  1,500,000    VMIG1/A-1
  8,000,000  San Bernardino County Tax and Revenue Anticipation Notes Series 1995-96,
                Letter of Credit-Bank of Nova Scotia, Banque National de Paris,
                Toronto Dominion                                                       4.500   07/05/96   8,013,924    MIG1/SP1
 10,000,000  San Bernardino County Certificate of Participation, Standby Bond
                Purchase Agreement-Merrill Lynch, MBIA Insured                         3.500   03/07/96* 10,000,000    VMIG1/NR
 12,450,000  San Bernardino Multifamily Housing Revenue
                Bond Castle Park Apartments Series A,
                California, Letter of Credit-Bank of Tokyo                             3.650   03/06/96* 12,450,000    VMIG1/NR
  1,370,000  San Diego County Country Hills, Letter of Credit-Federal National
                Mortgage Association Collateral Agreement                              3.050   03/06/96*  1,370,000    NR/A-1+
  4,000,000  San Diego Multifamily Housing Revenue
                Bond La Serena Project, Letter of Credit-Citibank                      3.100   03/07/96*  4,000,000    NR/A-1+
  1,000,000  San Diego County Regional Transportation
                Commission Sales Tax Series A                                          5.800   04/01/96   1,001,575    Aaa/AAA
</TABLE>


                                       50

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 4,565,000  San Diego Housing Authority Multifamily Housing Revenue Bond Market
                Project Series 1985 G, California, Letter of Credit-Barclay's Bank     3.300%  03/06/96* $4,565,000    VMIG1/NR
  5,000,000  San Diego Unified School District Tax and Revenue Anticipation Notes
                Series A, Letter of Credit-Westdeutsche Landesbank                     4.750   10/10/96   5,024,039    MIGI/NR
  4,700,000  San Dimas Regional Development Agency Diversified
                Shop Certificate of Participation, Letter of Credit
                Morgan Guaranty Trust                                                  3.000   03/07/96*  4,700,000    NR/A-1+
  2,500,000  San Francisco Redevelopment Agency Fillmore Center Project #202,
                Letter of Credit-Bank of Nova Scotia                                   3.100   03/06/96*  2,500,000    NR/A-1+
  1,400,000  San Jose Financing Authority Hayes Mansion,
                Letter of Credit-Sumitomo Bank Ltd.                                    3.550   03/06/96*  1,400,000    VMIG1/NR
  3,900,000  San Leandro Multifamily Housing Revenue Bond Parkside,
                Federal National Mortgage Association Collateral Agreement             3.050   03/06/96*  3,900,000    NR/A-1+
    800,000  Santa Clara County Multifamily Housing Revenue
                Bond Grove Garden, Letter of Credit-Citibank                           3.100   03/06/96*    800,000    VMIG1/NR
  3,100,000  Santa Clara Electric System Revenue Bond Series B,
                California, Letter of Credit-National Westminster Bank                 2.900   03/06/96*  3,100,000    VMIG1/NR
  4,400,000  Santa Clara Electric System Revenue Bond Series C,
                California, Letter of Credit-National Westminster Bank                 2.900   03/06/96*  4,400,000    VMIG1/NR
  4,200,000  Santa Clara Multifamily Housing Revenue Bond Foxchase Apartments,
                California, Insurance and Liquidity provided by FGIC                   3.200   03/07/96*  4,200,000    VMIG1/NR
  5,000,000  Santa Paula Public Financing Authority Series 1996,
                Letter of Credit-Bank of California, Sumitomo Bank                     3.700   03/06/96*  5,000,000    NR/A-1
  2,000,000  Simi Valley Multifamily Housing Revenue Bond Lincoln Wood Ranch
                Apartments Series 1990, California, Letter of Credit-Sumitomo Bank Ltd.3.200   03/07/96* 2,000,000     NR/A-1
  1,000,000  South Coast Air Quality Management District Revenue Refunding
                Series 1992, California, AMBAC Insured                                 4.500   08/01/96   1,002,526    Aaa/AAA
    525,000  South San Francisco Water Plant Certificate of Participation Series 1991,
                Letter of Credit-National Westminster Bank                             3.300   03/06/96*    525,000    VMIG1/A-1+
  1,000,000  Southern California Public Power Agency
                Project Series 1987 A, California, Prerefunded                         6.875   07/01/96   1,029,873    NR/AAA
  1,600,000  Triunfo Sanitation District Refunding, Letter of
                Credit-Banque National de Paris                                        3.200   03/06/96*  1,600,000    NR/A-1
</TABLE>

                                       51


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$   825,000  Upland Community Redevelopment Agency Multifamily Housing
                Revenue Bond Northwoods, Letter of Credit-Sanwa Bank                   3.700%  03/06/96* $  825,000    NR/A-1
  1,510,000  University of California, Los Angeles, Medical
                Center, MBIA Insured.                                                  8.000   12/01/96   1,556,298    Aaa/AAA
  4,705,000  Vallejo Community Development Vallejo Center
                Project Series A, Letter of Credit-Bank of Tokyo                       3.600   03/05/96*  4,705,000    NR/A-1
- ------------                                                                                           ------------
$426,775,000   Total Investment Securities (cost $427,320,472)                                        $ 427,320,472
============                                                                                           ============

NR = Not Rated
SG = Speculative Grade
D  = Default

- -------------------
* These variable interest rate securities have maturities greater than the indicated maturity dates but are redeemable upon 
  demand on the date indicated.  For purposes of calculating the Fund's weighted average maturity, the length to maturity of 
  these investments is considered to be the greater of the period until the interest rate is adjusted or until the principal 
  can be recovered by demand.

+ This security has been downgraded by both Moody's and S&P, due to the bankruptcy filing of Orange County, California.  The 
  Board of Trustees has determined that it is currently not in the best interest of the Fund to dispose of this security. This 
  security was originally due on July 19, 1995. Orange County revised the terms of this security to extend the maturity to 
  June 30, 1996, along with an increase in the security's interest rate. See Note 2 of the accompanying notes to financial 
  statements.

                                              PORTFOLIO COMPOSITION BY MARKET SECTOR

                  Housing............................. 33.3%         Higher Education...............   2.1%
                  Certificate of Participation........ 15.4          Electric.......................   1.8
                  Tax and Revenue Allocation..........  9.8          Prerefunded....................   1.2
                  Hospital............................  8.8          Tax Allocation Bond............   1.2
                  Water...............................  6.3          Special Tax....................    .5
                  Pollution Control Revenue...........  5.9          Escrow to Maturity.............    .2
                  Transportation......................  5.1                                          -----
                  Industrial Development Revenue......  4.4
                  General Obligation..................  4.0            TOTAL.......................  100.0%
                                                                                                    ======
</TABLE>

                                       52

<TABLE>
<CAPTION>
                                     BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                               Municipal Money Market Fund
                                             Schedule of Investment Securities
                                                   February 29, 1996
                                                       (Unaudited)
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 2,000,000  Agoura Hills Multifamily Housing Revenue Bond Oakridge Apartments,
                Guaranteed by Continental Casualty Co.                                 3.700%  03/06/96* $2,000,000    NR/A-1
  1,300,000  Alameda County Industrial Development Authority
                Ream Enterprises, Letter of Credit-Wells Fargo Bank                    3.500   03/06/96*  1,300,000    NR/A-1
    600,000  Anaheim Multifamily Housing Revenue Bond
                Sage Park Apartments, Letter of Credit-Bank of America                 3.250   03/07/96*    600,000    VMIG1/NR
  1,210,000  Anaheim Refinancing Project Certificate of Participation, Prerefunded     7.500   05/01/96   1,241,106    Aaa/AAA
  1,500,000  Anaheim Unified School District Tax and Revenue Anticipation
                Notes, Letter of Credit-Bank of America                                5.000   09/05/96   1,506,660    MIG1/NR
  2,500,000  Association of Bay Area Governments Industrial Development Revenue
                Reliance Tech, Letter of Credit-Sanwa Bank of California               3.800   03/07/96*  2,500,000    NR/A-2
  2,300,000  Auburn Industrial Development Authority Coherent,
                Inc. Project, Letter of Credit-Bank of Tokyo                           3.600   03/06/96*  2,300,000    Aa3/NR
  2,815,000  Azusa Multifamily Housing Revenue Bond Pacific
                Glen Apartments, Guaranteed by Continental Casualty Co.                3.600   03/07/96*  2,815,000    NR/A-1
  4,600,000  Big Bear Lake Industrial Development Revenue South West Gas
                Series 1993 A, California, Letter of Credit-Union Bank of Switzerland  3.050   03/06/96*  4,600,000    P1/A-1+
  2,500,000  California Housing Financing Authority Home
                Mortgage Series 1995 E                                                 3.500   02/01/97   2,500,000    VMIG1/A-1+
  3,535,000  California Housing Financing Authority Mortgage Bonds
                Series 1995 M (PT-68), Standby Bond Purchase
                Agreement-Credit Suisse, MBIA Insured                                  3.350   08/01/26*  3,535,000    VMIG1/NR
  4,500,000  California Pollution Control Financing Authority
                Western Waste Industries, Letter of Credit-Mitsubishi Bank             3.250   03/07/96*  4,500,000    VMIG1/NR
  1,000,000  California Pollution Control Revenue Burney Forest, Letter of
                Credit-National Westminster Bank                                       3.450   03/01/96*  1,000,000    P1/NR
  2,000,000  California Pollution Control Revenue CR&R, Inc.
                Project, Letter of Credit-Wells Fargo Bank                             3.200   03/06/96*  2,000,000    NR/NR
</TABLE>

                                       53


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 5,000,000  California Pollution Control Revenue Colmac
                Energy Series B, Letter of Credit-Swiss Bank                           3.050%  03/06/96* $5,000,000    VMIG1/A-1+
  4,000,000  California Pollution Control Revenue Colmac
                Energy Solid Waste Series A, Letter of Credit-Swiss Bank               3.050   03/06/96*  4,000,000    NR/A-1+
  2,000,000  California Pollution Control Revenue Contra
                Costa Waste Series 1995 A, Letter of Credit-Bank of America            3.450   03/06/96*  2,000,000    NR/NR
  1,300,000  California Pollution Control Revenue Delano
                Project, Letter of Credit-ABN-AMRO Bank                                3.250   03/01/96*  1,300,000    P1/NR
  2,500,000  California Pollution Control Revenue PG&E Tax Exempt Commercial
                Paper, Letter of Credit-Sanwa Bank of California                       3.350   03/15/96   2,500,000    NR/A-1+
  2,500,000  California Pollution Control Revenue PG&E Tax
                Exempt Commercial Paper, Letter of Credit-Swiss Bank                   3.350   03/27/96   2,500,000    NR/A-1+
  5,000,000  California Pollution Control Revenue Sanger
                Energy Project Series 1990 A, Letter of Credit-Credit Suisse           3.050   03/06/96*  5,000,000    Aa2/NR
  2,500,000  California Pollution Control Revenue Sanifill, Inc. Project,
                Letter of Credit-California State Teachers Retirement System           3.200   03/07/96*  2,500,000    NR/A-1+
  3,100,000  California Pollution Control Revenue Stanislaus
                Project, Letter of Credit-Swiss Bank                                   3.450   03/01/96*  3,100,000    VMIG1/A-1+
  1,200,000  California Pollution Control Revenue Ultrapower
                Rocklin, Letter of Credit-Bank of America                              3.300   03/01/96*  1,200,000    P1/NR
  2,300,000  California Public Capital Improvement Project
                Series C Pooled, Letter of Credit-National Westminster Bank            3.700   03/15/96   2,300,000    VMIG1/NR
  5,400,000  California School Cash Reserve Program Series A, MBIA Insured             4.750   07/03/96   5,415,110    MIG1/SP1+
  8,150,000  California State Revenue Anticipation Warrants
                Series C, Letter of Credit Supported                                   5.750   04/25/96   8,167,465    MIG1/SP1
  2,000,000  California Statewide Communities Apartment Development Authority
                Whispering Winds Apartments, Guaranteed by
                Continental Casualty Co.                                               3.700   03/06/96*  2,000,000    NR/A-1
  2,000,000  California Statewide Communities Industrial
                Development Authority Delimex Project,
                Letter of Credit-Bank of Tokyo                                         3.500   03/06/96*  2,000,000    NR/A-1
  3,040,000  California Statewide Communities Industrial Development Authority
                Fixed Image Labs, Letter of Credit-California State Teachers
                Retirement System                                                      3.400   03/06/96*  3,040,000    NR/A-1+
</TABLE>

                                       54


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 2,000,000  California Statewide Communities Industrial Development Authority
                Kum Project, Letter of Credit-Bank of Tokyo                            3.500%  03/06/96* $2,000,000    NR/A-1
  5,000,000  California Statewide Communities Industrial Development Authority
                Nichirin Flex, California, Letter of Credit-Dai-Ichi Kangyo Bank       3.550   03/06/96*  5,000,000    P1/NR
  3,000,000  California Statewide Communities Industrial Development Authority
                Tri Valley Series 1995 F, Letter of Credit-ABN-AMRO Bank               3.150   03/06/96*  3,000,000    NR/A-1+
  2,000,000  California Statewide Communities Multifamily Housing Revenue
                Bond Canyon Creek Apartments Series C, Federal National
                Mortgage Association Collateral Agreement                              3.250   03/06/96*  2,000,000    NR/A-1+
  4,000,000  Contra Costa County Housing Authority Del Norte
                Apartments, Letter of Credit-Sumitomo Bank Ltd.                        3.500   03/05/96*  4,000,000    NR/A-1
  2,000,000  Fowler Industrial Development Authority Bee Sweet
                Citrus, Letter of Credit-Bank of America                               3.450   03/07/96*  2,000,000    VMIG1/NR
  1,000,000  Glenn Industrial Development Authority
                Land O' Lakes Project, Letter of Credit-Sanwa Bank of California       3.900   03/01/96*  1,000,000    NR/A-1
  1,500,000  Irvine Ranch Water District, Letter of Credit-Industrial Bank of Japan    3.750   03/01/96*  1,500,000    VMIG1/A-1
  2,600,000  Irvine Ranch Water District, Letter of Credit-Bank of America             3.550   03/01/96*  2,600,000    VMIG1/A-1+
  1,000,000  Livermore Multifamily Housing Revenue Bond
                Portola Meadows, Letter of Credit-Bank of America                      3.350   03/07/96*  1,000,000    VMIG1/NR
  2,000,000  Livermore Reverse Osmosis Project Certificate
                of Participation, Letter of Credit-National Westminster Bank           3.250   03/07/96*  2,000,000    VMIG1/A-1+
  2,000,000  Long Beach Harbor Tax-Exempt Commercial Paper                             3.250   04/10/96   2,000,000    NR/A1+
  3,000,000  Los Angeles Community College District Tax and
                Revenue Anticipation Notes, Letter of Credit-Commerzbank               4.500   07/31/96   3,006,609    NR/SP1+
  2,200,000  Los Angeles County Industrial Development
                Authority Tulip Corporation Project Issue 1,
                California, Letter of Credit-LaSalle National Bank                     3.600   03/06/96*  2,200,000    A1/NR
  2,900,000  Los Angeles County Multifamily Housing Revenue Bond Housing
                Loans Project A, Letter of Credit-Federal Home Loan Bank               3.350   03/01/96*  2,900,000    NR/A-1+
  4,950,000  Los Angeles County Multifamily Housing Revenue
                Bond Oakwood Apartments, Letter of Credit-Sumitomo Bank Ltd.           3.500   03/05/96*  4,950,000    NR/A-1
  1,050,000  Los Angeles Municipal Improvement Project
                Series 1996 Certificate of Participation, AMBAC Insured                3.700   02/01/97   1,050,000    Aaa/AAA
</TABLE>

                                       55

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 1,500,000  Los Angeles County Tax and Revenue Anticipation Notes, Letter of
                Credit-Bank of America, Credit Suisse, Morgan Guaranty Trust,
                Swiss Bank, Union Bank of Switzerland, Westdeutsche Landesbank         4.500%  07/01/96  $1,503,368    MIG1/SP1+
    485,000  Los Angeles County Wastewater Revenue Series 1996 A, FGIC Insured         4.500   02/01/97*    490,305    Aaa/AAA
  2,700,000  Modesto Multifamily Housing Revenue Bond Live Oak Apartments,
                Federal National Mortgage Association Collateral Agreement             3.150   03/06/96*  2,700,000    NR/A-1+
  2,000,000  Oceanside Multifamily Housing Revenue Refunding Bonds Lakeridge
                Apartments Project, Guaranteed by Continental Casualty Co.             3.650   03/06/96*  2,000,000    NR/A-1
  2,500,000  Ontario Industrial Development Authority, Winsford
                Partners Series A, Letter of Credit-Bank of America                    3.550   03/06/96*  2,500,000    Aa3/NR
  1,600,000  Orange County Apartment Development Foothill
                Oaks, Letter of Credit-Bank of America                                 3.450   03/07/96*  1,600,000    VMIG1/NR
  1,475,000  Orange County 1994-1995 Tax and Revenue Anticipation Notes Series A+      5.450   06/30/96   1,475,000    SG/D
  1,475,000  Orange County 1994-1995 Tax and Revenue Anticipation
                Notes Series A, Letter of Credit-State Street Bank+                    5.450   06/30/96   1,475,000    SG/D
  2,000,000  Orange County Airport, FGIC Insured                                       7.000   07/01/96*  2,022,958    Aaa/AAA
  2,600,000  Orange County Apartments Development Bea Brad
                Apartments, Letter of Credit-Fuji Bank                                 4.050   03/06/96*  2,600,000    VMIG1/NR
  5,000,000  Rancho Mirage Redevelopment Agency Farmers Market
                Series 1986, California, Letter of Credit-Bank of America              3.350   03/07/96*  5,000,000    VMIG1/NR
  1,100,000  Riverside County Industrial Development Authority
                Rockwin Series II, Letter of Credit-Royal Canadian Bank                3.550   03/06/96*  1,100,000    Aa2/NR
  9,500,000  Sacramento Multifamily Housing Revenue Bond Shadowwood
                Apartments Series 1993 A, California, Letter of Credit-General
                Electric Credit Corporation                                            3.350   03/06/96*  9,500,000    NR/A-1+
  1,200,000  San Bernardino County Industrial Development Authority Aqua Service, Inc.,
                California, Letter of Credit-California State Teachers
                Retirement System                                                      3.400   03/06/96*  1,200,000    NR/A-1+
  1,500,000  San Bernardino County Industrial Development Authority McCain Citrus,
                California, Letter of Credit-California State Teachers Retirement 
                System                                                                 3.400   03/06/96*  1,500,000    NR/A-1+
  7,000,000  San Bernardino County Tax and Revenue Anticipation
                Notes Series 1995-1996, Letter of Credit-Bank of Nova Scotia,
                Banque National de Paris, Toronto Dominion                             4.500   07/05/96*  7,012,103    MIG1/SP1
    900,000  San Diego Industrial Development Revenue Kaiser
                Aerospace, Letter of Credit-ABN-AMRO Bank                              3.500   03/07/96*    900,000    P1/NR
</TABLE>


                                       56


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL MONEY MARKET FUND
====================================================================================================================================
                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 3,750,000  San Francisco Redevelopment Agency Fillmore
                Center Project, California, Letter of Credit-Bank of Nova Scotia       3.250%  03/06/96* $3,750,000    NR/A-1+
  2,400,000  Santa Paula Public Financing Authority Series 1996,
                Letter of Credit-Bank of California, Sumitomo Bank                     3.700   03/06/96*  2,400,000    NR/A-1
  2,000,000  Simi Valley Multifamily Housing Revenue Bond
                Shadowridge Apartments, Letter of Credit-Citibank                      3.250   03/06/96*  2,000,000    VMIG1/A-1+
  1,715,000  South Coast Air Quality Management District Revenue Refunding
                Series 1992, California, AMBAC Insured                                 4.500   08/01/96   1,718,341    Aaa/AAA
    700,000  South San Francisco Multifamily Housing Revenue Bond
                Magnolia Plaza, Letter of Credit-Wells Fargo Bank                      3.300   03/06/96*    700,000    VMIG1/NR
  8,380,000  Tri City Housing Financing Authority Mortgage
                Backed Securities, FGIC Investment Agreement                           4.100   03/01/96*  8,380,000    NR/A-1+
  4,000,000  Vallejo Industrial Development Authority Meyer Cookware Industry
                Series 1993 A, California, Letter of Credit-Mitsubishi Bank            3.600   03/06/96*  4,000,000    NR/A-1
- ------------                                                                                           ------------
$194,030,000   Total Investment Securities (cost $194,154,025)                                        $ 194,154,025
============                                                                                           ============

NR = Not Rated
SG = Speculative Grade
D   = Default

- -------------------
* These variable interest rate securities have maturities greater than the indicated maturity dates but are redeemable upon 
  demand on the date indicated.  For purposes of calculating the Fund's weighted average maturity, the length to maturity of 
  these investments is considered to be the greater of the period until the interest rate is adjusted or until the principal 
  can be recovered by demand.

+ This security has been downgraded by both Moody's and S&P, due to the bankruptcy filing of Orange County, California. The 
  Board of Trustees has determined that it is currently not in the best interest of the Fund to dispose of this security. This 
  security was originally due on July 19, 1995. Orange County revised the terms of this security to extend the maturity to June 30,
  1996, along with an increase in the security's interest rate. See Note 2 of the accompanying notes to financial statements.

                                              PORTFOLIO COMPOSITION BY MARKET SECTOR

                  Housing........................  29.8%               Certificate of Participation...   2.8%
                  Industrial Development Revenue.  26.2                Transportation.................   2.1
                  Pollution Control Revenue......  16.5                Tax Allocation Bond............   1.2
                  Tax and Revenue Allocation.....  11.0                Prerefunded....................    .6
                  General Obligation.............   5.1                                                -----
                  Water..........................   4.7                TOTAL.......................... 100.0%
                                                                                                       =====
</TABLE>

                                       57


<TABLE>
<CAPTION>
                                                  BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                              Municipal High-Yield Fund
                                                         Schedule of Investment Securities
                                                                 February 29, 1996
                                                                    (Unaudited)

                                                                                                           Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 1,000,000  Albany Unified School District Series C,
                Letter of Credit-CGY, California                                       5.000%  08/01/19  $  924,040    Aaa/AAA
    500,000  Association of Bay Area Governments for St. Helena
                Certificate of Participation Series C, California                      7.875   06/01/11     544,920    NR/BBB
  1,540,000  Brisbane Certificate of Participation Series 1995, California             6.000   04/01/18   1,478,107    NR/BBB+
    700,000  California Cities Financing Corporation Certificate
                of Participation Series 1991 A                                         7.700   05/01/11     751,653    Baa/NR
    500,000  California Department of Veteran's Affairs Home
                Purchase Revenue Bonds Series 1988 A                                   8.300   08/01/19     522,445    Aa/A+
    500,000  California Educational Facility Authority Lutheran University Series 1990 7.375   12/01/10     537,825    Baa1/NR
  1,000,000  California Educational Facility Authority Mills College Series 1992       6.875   09/01/22   1,080,120    A/NR
  5,350,000  California Educational Facility Authority St. Mary's College Series 1993  4.750   10/01/20   4,602,979    A/NR
  4,000,000  California General Obligation Zero Coupon Series 1995                     5.160*  10/01/04   2,332,240    NR/NR
  2,015,000  California Health Facility Financing Authority
                Pomona Valley Community Hospital Series A                              7.000   01/01/17   2,058,242    NR/A-
  4,000,000  California Health Facility Financing Authority for
                Kaiser Series A, AMBAC Insured                                         6.070*  10/01/12   1,582,160    Aaa/AAA
    175,000  California Housing Finance Agency Home
                Mortgage Revenue Bonds Series 1988 B                                   8.600   08/01/19     184,928    Aa/AA-
    790,000  California Housing Finance Agency Home
                Mortgage Revenue Bonds Series 1989 B                                   8.000   08/01/29     839,217    Aa/AA-
    520,000  California Housing Finance Agency Home
                Mortgage Revenue Bonds Series 1990 C                                   7.600   08/01/30     550,093    Aa/AA-
  3,500,000  California Housing Finance Agency Multi-Unit Mortgage
                Revenue Bonds Series 1992 C                                            6.875   08/01/24   3,615,885    A1/A+
  1,500,000  California Maritime Authority San Diego Airport
                Series 1995, AMBAC Insured                                             5.000   11/01/20   1,375,620    Aaa/AAA
    400,000  California Public Capital Improvement Financing
                Authority Revenue Bonds Pool 1988 A                                    8.500   03/01/18     434,088    Baa/NR
</TABLE>


                                       58

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL HIGH-YIELD FUND
====================================================================================================================================
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 1,000,000  California Special District Series 1992 P, Shasta Dam Project, California 7.250%  03/01/12  $1,086,040    Baa/NR
  2,000,000  California State Public Works Department of
                Corrections, Capital Guaranty Insured                                  5.250   06/01/15   1,953,660    Aaa/AAA
    195,000  Clayton Oakhurst Assessment District Series 1988 A, California            8.400   09/02/10     201,104    NR/NR
    825,000  Clayton Oakhurst Assessment District Series 1989, California              8.000   09/02/14     853,966    NR/NR
  4,500,000  Colton Public Financing Authority Electric System Series 1995, California 7.500   10/01/20   4,548,240    NR/NR
    750,000  Contra Costa County Public Financing Authority
                Tax Allocation Revenue Series 1992 A, California                       7.100   08/01/22     808,733    NR/BBB
    705,000  Corcoran Certificates of Participation, California                        8.750   06/01/16     739,207    NR/NR
    500,000  Cucamonga School District Certificates of
                Participation Series 1990, California                                  7.600   12/01/15     532,660    Baa/NR
  1,000,000  Davis Community Facilities District #91-2 Series 1992 B, California       7.800   09/01/22   1,078,710    NR/NR
  1,000,000  El Dorado County Building Authority Series 1990, California               7.400   11/01/09   1,086,070    A/A-
    350,000  Folsom Redevelopment Agency Tax Allocation
                Series 1987 A, California                                              8.600   02/01/13     370,132    NR/NR
  2,350,000  Fontana Community Facility District #2 Series 1988 B, California          8.500   09/01/17   2,505,241    NR/NR
  2,000,000  Fontana Public Financing Authority Series 1993 A,
                MBIA Insured, California                                               5.000   09/01/20   1,857,400    Aaa/AAA
  1,000,000  Fontana Redevelopment Agency Juropa Hills
                Project Bond Anticipation Note, California                             8.000   01/01/98   1,031,540    NR/NR
  2,500,000  Fontana Redevelopment Agency Juropa Hills
                Project Series 1994 B, Junior Lien, California                         7.700   01/01/09   2,687,125    NR/NR
  1,040,000  Foothill-De Anza Community College Certificates
                of Participation Series 1992, California                               7.350   03/01/07   1,166,776    NR/A-
  2,500,000  Foster City Redevelopment Agency Tax Allocation
                Series 1995, California                                                6.750   09/01/20   2,625,550    NR/A-
  2,020,000  Gardena Civic Center Certificate of Participation
                Series 1994, California                                                6.300   08/01/23   2,034,443    Baa1/BBB+
  1,185,000  Gateway Improvement Authority Marin City Series
                1995 A, California                                                     7.750   09/01/25   1,224,828    NR/NR
  1,250,000  Hollister Redevelopment Agency Tax Allocation
                Series 1989, California                                                7.550   10/01/13   1,344,650    NR/BBB+
  2,000,000  Industry Redevelopment Agency Tax Allocation
                Project No. 3, California                                              6.900   11/01/16   2,133,100    NR/A-
</TABLE>

                                       59


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL HIGH-YIELD FUND
====================================================================================================================================
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$   985,000  Irvine Assessment District 1989-9, California                             7.400%  09/02/17  $1,011,378    NR/NR
  1,000,000  Lake Elsinore Unified School District Community
                Facilities District 88-1 Series 1991, California                       8.250   09/01/16   1,079,430    NR/NR
  2,000,000  Long Beach Harbor Revenue, MBIA Insured, California                       5.250   05/01/25   1,868,460    Aaa/AAA
    120,000  Los Angeles County Housing Finance Authority Single Family Mortgage
                Revenue Bond GNMA Program 87 Issue B, California                       9.000   12/01/20     127,126    NR/AAA
  1,000,000  Los Angeles County Transportation Commission Sales
                Tax Revenue Series B, California                                       6.500   07/01/13   1,087,510    A1/AA-
  2,500,000  Los Angeles County Wastewater Revenue Series
                1993 D, FGIC Insured, California                                       4.700   11/01/19   2,223,225    Aaa/AAA
  3,000,000  Los Angeles Department of Water and Power
                Series 1994, MBIA Insured, California                                  4.750   08/15/14   2,755,770    Aaa/AAA
     40,000  Los Angeles Home Mortgage Revenue Bonds Series 1985, California           9.000   06/15/18      41,101    NR/A
  4,960,000  Northern California Power Agency Hydroelectric
                Project No. 1 Series E, California                                     7.150   07/01/24   5,353,626    A/A-
  2,000,000  Norwalk Community Facilities Financing Authority, Tax
                Allocation Series 1995 B, California                                   7.400   09/15/25   2,035,000    NR/NR
  2,000,000  Novato Community Facility District Number 1 for
                Vintage Oaks Project, California                                       7.200   08/01/15   2,074,760    NR/NR
  1,500,000  Orange Grove Irrigation District Certificates of
                Participation Series 1992, California                                  7.000   02/01/15   1,569,615    NR/BBB
  1,500,000  Otay Water District General Obligation Series 1992, California            6.700   09/01/22   1,541,520    NR/BBB
  1,000,000  Pioneer Union Elementary School District
                General Obligation Series 1990, California                             7.500   08/01/14   1,069,420    NR/BBB+
    880,000  Pittsburg Assessment District No. 90-1 Oak Hills, California              7.750   09/02/20     912,419    NR/NR
  1,500,000  Pittsburg Assessment District No. 92-1 New York Landing, California       8.000   09/02/22   1,553,130    NR/NR
  2,240,000  Pittsburgh Redevelopment Agency COS Meadows,
                AMBAC Insured, California                                              5.000   08/01/17   2,093,280    Aaa/AAA
  4,000,000  Pomona Public Financing Authority Southwest
                Project Series 1993 L, California                                      5.700   02/01/13   3,846,640    Baa/BBB+
  2,250,000  Rancho Mirage Joint Powers Financing Authority Certificates of
                Participation Eisenhower Memorial Hospital, California                 7.000   03/01/22   2,415,420    A/NR
  1,000,000  Rancho Santa Margarita Community Facilities District
                No. 87-5E Series A, California                                         7.300   08/15/18   1,034,970    NR/NR
</TABLE>

                                       60

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL HIGH-YIELD FUND
====================================================================================================================================
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 1,000,000  Richmond Joint Powers Financing Authority Series 1995 A, California       5.250%  05/15/13  $  940,530    NR/A
  1,000,000  Rocklin Community Facilities District No. 3 Series
                1990 Stanford Ranch, California                                        8.100   11/01/15   1,179,810    NR/NR
    500,000  Roseville Community Facilities District No. 2 Northeast, California       8.250   09/01/21     535,835    NR/NR
  2,000,000  Salinas Assessment District No. 94-1 Harden Ranch, California             6.875   09/02/11   2,053,860    NR/NR
  1,000,000  San Diego Community Facilities District No. 1 Miramar
                Ranch Series 1995 B, California                                        7.100   09/01/20   1,001,160    NR/NR
  1,780,000  San Jose Finance Authority Certificate of Participation
                Convention Center Project, California                                  6.300   09/01/09   1,873,414    A1/A+
  1,500,000  Scotts Valley Redevelopment Agency Series 1993 A, California              6.500   08/01/18   1,542,960    NR/BBB
  3,250,000  Sierra Sands Unified School District Certificate
                of Participation Series 1993, California                               5.750   02/01/23   3,037,418    Baa1/NR
  3,000,000  South Orange County Public Financing Authority Special
                Tax Bonds, Jr. Lien, Series B, California                              7.250   09/01/13   3,073,980    NR/NR
  1,615,000  South San Francisco Redevelopment Agency
                Gateway Project Series 1993, California                                7.600   09/01/18   1,711,835    NR/NR
    480,000  Southern California Housing Finance Authority
                Single Family Mortgage Revenue Bond
                Series 1991 A Government National Mortgage Association                 7.350   09/01/24     504,869    NR/AAA
    500,000  Southern California Public Power Project Pooled Revenue Bonds             6.750   07/01/10     571,315    A/A
  1,000,000  Standard Elementary School District Series 1991, California               7.375   06/01/11   1,075,730    NR/A-
  1,770,000  Tehama County Certificate of Participation Series
                1995 Social Services Building, California                              7.000   10/01/20   1,927,778    NR/A
  1,775,000  Torrance Hospital Revenue Series 1992, California                         6.875   07/01/15   1,904,912    NR/A
  1,000,000  Turlock Irrigation District Certificate of
                Participation Series 1991, California                                  7.300   01/01/98   1,082,060    A1/A-
  1,565,000  Twenty-Nine Palms Water District Certificates of
                Participation Series 1992, California                                  7.100   08/01/22   1,655,707    NR/BBB
    950,000  Vista Joint Powers Financing Authority Series 1990 A, California          7.500   01/01/16   1,005,328    Baa1/NR
  2,000,000  West Contra Costa School District Certificate of
                Participation Series 1994, California                                  7.125   01/01/24   2,133,920    Ba1/BBB+
  1,800,000  Western Placer Waste Management Authority
                Revenue Bond, California                                               6.750   07/01/14   1,885,032    Baa1/A-
</TABLE>

                                       61


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - MUNICIPAL HIGH-YIELD FUND
====================================================================================================================================
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 1,520,000  Windsor Redevelopment Agency Tax Allocation
                Bonds Series 1994, California                                          6.875%  09/01/15  $1,623,147    NR/BBB
  1,000,000  Yosemite Community College District Certificate
                of Participation Series 1991, California                               7.750   07/01/11   1,092,690    NR/BBB
- ------------                                                                                           ------------
$126,140,000  Total Investment Securities (cost $118,630,606)                                         $ 124,390,827**
============                                                                                           ============

NR = Not Rated

- -------------------
* These securities are zero-coupon municipal bonds. The yield to maturity at current market value is shown instead of a stated 
  coupon rate. Zero-coupon securities are purchased at a substantial discount from their value at maturity.
**The High-Yield Fund had 7.2% invested in private activity municipal securities. The interest from these securities is treated 
  as a tax-preference item in calculating federal alternative minimum tax liability.

                                               PORTFOLIO COMPOSITION BY MARKET SECTOR

                  Tax Allocation.................  19.8%               Housing........................   5.1%
                  Certificates of Participation..  18.3                Higher Education...............   5.0
                  Mello-Roos.....................  12.0                Water/Sewer....................   4.8
                  Electric.......................  11.9                Other..........................  11.3
                  Hospital.......................   6.4                                                -----
                  1915 Act.......................   5.4                TOTAL.......................... 100.0%
                                                                                                       =====
</TABLE>

                                       62


<TABLE>
<CAPTION>
                                                    BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                                 Tax-Free Insured Fund
                                                          Schedule of Investment Securities
                                                                  February 29, 1996
                                                                     (Unaudited)

MUNICIPAL SECURITIES--97.6%
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 3,500,000  Anaheim Refunding Project Series 1993 Certificate
                of Participation, Letter of Credit-Industrial Bank of Japan            3.050%  03/06/96* $3,500,000    VMIG1/NR
  1,000,000  Banning Certificate of Participation Water
                System Improvement Bonds, California, AMBAC Insured                    8.000   01/01/19   1,333,150    Aaa/AAA
  1,000,000  Berkeley Certificate of Participation Series
                1989, California, AMBAC Insured                                        7.500   06/01/19   1,085,600    Aaa/AAA
  6,095,000  California Health Facilities Financing Authority
                Mills Peninsula Health Series 1995 B, Connie Lee Insured               5.750   01/15/15   6,131,265    NR/AAA
  2,500,000  California Health Facilities Financing Authority  
                Sutter Hospital Series A, AMBAC Insured                                6.700   01/01/13   2,672,050    Aaa/AAA
  1,250,000  California Health Facility Financing Authority
                Adventist Hospital Series A, MBIA Insured                              7.000   03/01/13   1,389,913    Aaa/AAA
  1,585,000  California Public Capital Improvement Financing
                Authority Revenue Bonds 1988 B, BIGI Insured                           8.100   03/01/18   1,704,953    Aaa/AAA
  4,000,000  California State Public Works Department of
                Corrections State Prisons, AMBAC Insured                               5.000   12/01/19   3,769,080    Aaa/AAA
  6,000,000  California State Public Works Department of
                Corrections, Capital Guaranty Insured                                  5.250   06/01/15   5,860,980    Aaa/AAA
  1,000,000  California State University Housing System
                Revenue Refunding, AMBAC Insured                                       7.000   11/01/15   1,117,530    Aaa/AAA
  3,925,000  California Statewide Community Development
                Authority Gemological Institute of America, Connie Lee Insured         6.750   05/01/10   4,499,502    NR/AAA
  1,520,000  Castaic Lake Water Agency Corp. Certificate of Participation-Water
                System Improvement Project Series A, MBIA Insured                      7.000   08/01/12   1,800,014    Aaa/AAA
  3,500,000  City of Los Angeles Community Development Agency
                Bunker Hill, California, FSA Insured                                   6.500   12/01/14   3,839,920    Aaa/AAA
  4,000,000  City of Los Angeles Community Development Agency
                Bunker Hill Series H, California, FSA Insured                          6.500   12/01/15   4,377,720    Aaa/AAA
  4,525,000  City of Woodland Certificate of Participation, Waste
                Water, California, AMBAC Insured                                       5.750   03/01/12   4,765,413    Aaa/AAA
  1,000,000  Contra Costa Public Facility Authority Refunding
                Certificate of Participation, California, BIGI Insured                 7.800   06/01/07   1,114,320    Aaa/AAA
</TABLE>


                                       63

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INSURED FUND
====================================================================================================================================
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 1,000,000  Contra Costa Water District Revenue, AMBAC Insured                        6.250%  10/01/12  $1,109,200    Aaa/AAA
  1,000,000  East Valley Water Treatment Plant Project
                Certificate of Participation, AMBAC Insured                            6.600   12/01/14   1,113,240    Aaa/AAA
  1,010,000  Eastern Water District Water and Sewer Revenue
                Certificate of Participation, FGIC Insured                             5.250   07/01/23     953,329    Aaa/AAA
  2,135,000  Encinitas Public Financing Water Revenue Series A, MBIA Insured           5.000   10/01/13   2,014,394    Aaa/AAA
  5,750,000  Encino Joint Powers Financing Authority Waste
                Water Revenue Series A, California, AMBAC Insured                      6.875   08/01/11   6,274,285    Aaa/AAA
  4,100,000  Foothill-De Anza Community College Certificate of
                Participation, California, Connie Lee Insured                          6.250   09/01/13   4,380,030    NR/AAA
  1,240,000  Fresno Sewer Revenue, AMBAC Insured                                       4.750   09/01/21   1,123,514    Aaa/AAA
    975,000  Fresno Sewer Revenue Series A-1, AMBAC  Insured                           6.250   09/01/14   1,086,452    Aaa/AAA
  5,000,000  Glendale Hospital Adventist Health System, California, MBIA Insured       6.750   03/01/13   5,502,250    Aaa/AAA
  4,830,000  Glendale Unified School District Certificate of
                Participation, AMBAC Insured                                           6.500   03/01/12   5,319,327    Aaa/AAA
  1,340,000  Kern High School District, California, MBIA Insured                       6.250   08/01/13   1,504,820    Aaa/AAA
  3,630,000  Kern High School District Series 1990 D, California,
                MBIA Insured, Prerefunded at 102% of par                               7.000   08/01/03   4,274,507    Aaa/AAA
    790,000  Lake Elsinore Public Financing Authority Tax
                Allocation Revenue Bonds Series C, California, FGIC Insured            6.625   02/01/17     856,581    Aaa/AAA
  1,500,000  Lakewood, California, Redevelopment Agency Tax Allocation
                Refinance-Redevelopment Project Series A, Capital Guaranty Insured     6.500   09/01/17   1,657,305    Aaa/AAA
  1,900,000  Loma Linda Hospital Revenue Bonds University Medical Center Series B,
                California, MBIA Insured, Prerefunded at 102% of par                   7.000   12/01/00   2,169,705    Aaa/AAA
  2,000,000  Los Angeles Community College Certificate of Participation, California,
                Capital Guaranty Insured, Prerefunded at 102% of par                   6.900   08/15/00   2,262,160    Aaa/AAA
  1,845,000  Los Angeles Community Redevelopment
                Agency Housing Revenue Series C, AMBAC Insured                         7.000   01/01/14   1,999,685    Aaa/AAA
  5,000,000  Los Angeles Convention and Exhibition Center, MBIA Insured                5.125   08/15/21   4,638,200    Aaa/AAA
  1,000,000  Los Angeles County Transit Commission Sales Tax
                Revenue Refunding Series B, AMBAC Insured                              6.500   07/01/13   1,098,400    Aaa/AAA
  4,960,000  Los Angeles County Transportation Authority Series B
                Proposition C, AMBAC Insured                                           4.750   07/01/18   4,458,098    Aaa/AAA
  5,000,000  Los Angeles Metropolitan Transit Sales Tax Series A, FGIC Insured         5.000   07/01/21   4,599,250    Aaa/AAA
  1,100,000  Los Angeles Waste Water System Revenue Series C,
                California, AMBAC Insured                                              7.000   06/01/11   1,203,631    Aaa/AAA
</TABLE>

                                       64


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INSURED FUND
====================================================================================================================================
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 5,000,000  Modesto, Stockton, Redding Public Power Agency San Juan
                Project Series D, California, MBIA Insured                             6.750%  07/01/20  $5,896,400    Aaa/AAA
  1,200,000  National City Joint Power Lease Revenue, California, AMBAC Insured        6.750   10/01/17   1,337,820    Aaa/AAA
  2,810,000  Oakland Redevelopment Agency Central District
                Tax Allocation, AMBAC Insured                                          5.500   02/01/14   2,856,450    Aaa/AAA
  1,925,000  Oakland Refunding Pension Financing Series 1988 A,
                California, FGIC Insured                                               7.600   08/01/21   2,103,582    Aaa/AAA
  2,000,000  Orange County Civic Center Expansion Certificate
                of Participation, AMBAC Insured                                        6.700   08/01/18   2,170,840    Aaa/AAA
  1,000,000  Pasadena Certificate of Participation, AMBAC Insured                      5.000   02/01/16     937,020    Aaa/AAA
  1,950,000  Ramona Municipal Water District Certificate
                of Participation, AMBAC Insured                                        7.200   10/01/10   2,176,668    Aaa/AAA
    580,000  Redondo Beach Redevelopment Agency Tax
                Allocation, California, FGIC Insured                                   8.625   05/01/14     614,626    Aaa/AAA
  2,505,000  Sacramento Redevelopment Agency Downtown
                Project Series A, MBIA Insured                                         6.500   11/01/13   2,725,139    Aaa/AAA
  3,000,000  Saddleback Community College District Certificate
                of Participation Series 1989, California, BIGI Insured                 7.000   08/01/19   3,284,310    Aaa/AAA
  1,000,000  San Diego County Water Authority Revenue Certificate
                of Participation, FGIC Insured                                         7.535   04/22/09   1,082,500    Aaa/AAA
  2,000,000  San Diego Public Facility Financing Authority Sewer
                Revenue Series 1995, FGIC Insured                                      5.000   05/15/25   1,853,920    Aaa/AAA
 10,000,000  San Francisco Airport Refunding Issue #II, California, MBIA Insured       6.750   05/01/20  11,193,000    Aaa/AAA
  5,250,000  San Francisco Bay Area Rapid Transit Sales Tax
                Revenue, California, AMBAC Insured                                     6.750   07/01/09   5,750,168    Aaa/AAA
  1,000,000  San Mateo County Sales Tax Revenue Series A, MBIA Insured                 5.250   06/01/18     976,190    Aaa/AAA
  2,000,000  San Mateo Joint Powers Financing Authority
                Lease Revenue, MBIA Insured                                            6.500   07/01/15   2,265,740    Aaa/AAA
  1,000,000  Santa Clara Electric System Revenue Bond
                Series A, California, MBIA Insured                                     6.250   07/01/19   1,052,400    Aaa/AAA
  2,000,000  Santa Margarita Improvement District Series 1994 B,
                Dana Point, California, MBIA Insured                                   7.250   08/01/14   2,440,280    Aaa/AAA
  2,500,000  South Coast Air Quality District Series 1992, California, AMBAC Insured   6.000   08/01/11   2,706,075    Aaa/AAA
  4,000,000  Southern California Public Power Authority San Juan Series A, MBIA 
                Insured                                                                5.000   01/01/20   3,688,480    Aaa/AAA
  6,500,000  State of California General Obligation, MBIA Insured                      6.000   10/01/10   7,142,330    Aaa/AAA
</TABLE>

                                       65

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INSURED FUND
====================================================================================================================================
                                                                                                          Value        Rating
Face Value                                  Issue                                      Coupon   Maturity  (Note 1)   Moody's/S&P
- -----------  ----------------------------------------------------------------------    ------   --------   ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$    95,000  Thousand Oaks Residential Housing Refunding,
                California, AMBAC Insured                                              7.900%  01/01/16  $   98,641    Aaa/AAA
  2,500,000  Ukiah Electric Revenue, California, MBIA Insured                          6.250   06/01/18   2,747,250    Aaa/AAA
  3,250,000  Vallejo Water Improvement Project Series B, California, FGIC Insured      6.500   11/01/14   3,598,530    Aaa/AAA
  1,445,000  Walnut Valley USD General Obligation Series B,
                California, AMBAC Insured                                              6.000   08/01/10   1,586,682    Aaa/AAA
- ------------                                                                                            -----------
 170,015,000 Total Municipal Securities                                                                 180,844,814
- ------------                                                                                            -----------

MUNICIPAL DERIVATIVES--2.4%1

  2,000,000  East Bay Municipal Water District, California,
                AMBAC Insured (Yield Curve Notes), Inverse Floater                     7.020   06/01/13   1,920,000    Aaa/AAA
  2,750,000  Southern California Public Power Agency Palo Verde,
                FGIC Insured, Inverse Floater                                          6.380   07/01/17   2,550,625    Aaa/AAA
- ------------                                                                                            -----------
   4,750,000 Total Municipal Derivatives                                                                  4,470,625
- ------------                                                                                            -----------
$174,765,000 Total Investment Securities (cost $175,204,532)                                          $ 185,315,439
============                                                                                            ===========

NR = Not Rated

- -------------------
1 Inverse floaters bear interest rates that move inversely to market interest rates. Inverse floaters typically have durations 
  twice as long as long-term bonds, which may cause them to be twice as volatile as long-term bonds when market interest rates 
  change. The Insured Fund is limited to 10% of its net assets in inverse floaters.

* These variable interest rate securities have maturities greater than the indicated maturity dates but are redeemable upon 
  demand on the date indicated.  For purposes of calculating the Fund's weighted average maturity, the length to maturity of 
  these investments is considered to be the greater of the period until the interest rate is adjusted or until the principal 
  can be recovered by demand.

                                               PORTFOLIO COMPOSITION BY MARKET SECTOR

                  Certificates of Participation..  26.3%               General Obligation..............  6.0%
                  Water/Sewer....................  16.4                Transportation..................  5.9
                  Tax Allocation.................  10.2                Prerefunded.....................  4.5
                  Hospital.......................   9.3                Other...........................  3.8
                  Electric.......................   8.8                                                -----
                  Sales Tax......................   8.8                TOTAL...........................100.0%
                                                                                                       =====
</TABLE>
  
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                                       68


TRUSTEES

James M. Benham
Albert A. Eisenstat
Ronald J. Gilson
Myron S. Scholes
Kenneth E. Scott
Ezra Solomon
Isaac Stein
James E. Stowers, III
Jeanne D. Wohlers

OFFICERS

James M. Benham
Chairman of the Board

John T. Kataoka
President and Chief Executive Officer

Maryanne Roepke
Treasurer and Chief Financial Officer

Douglas A. Paul
Vice President, Secretary
and General Counsel

Ann N. McCoid
Controller

[company logo] The Benham Group
Part of the Twentieth Century Family of Mutual Funds

     1665 Charleston Road
     Mountain View, CA 94043
     
     1-800-321-8321

     Not authorized for distribution unless preceded or
     accompanied by a current fund prospectus

     Benham Distributors, Inc.     4/96 Q062
<PAGE>
                               BENHAM CALIFORNIA
                              TAX-FREE BOND FUNDS

                               -----------------

                     Semiannual Report * February 29, 1996

                           [picture of the California
                                  state flag]

                            Tax-Free Short-Term Fund
                        Tax-Free Intermediate-Term Fund
                            Tax-Free Long-Term Fund

                        [company logo] The Benham Group
              Part of the Twentieth Century Family of Mutual Funds




                                    CONTENTS

   U.S. ECONOMIC REVIEW............................................ 1

   MUNICIPAL MARKET SUMMARY........................................ 2

   CALIFORNIA ECONOMIC &
   CREDIT ANALYSIS................................................. 4

   TAX-FREE SHORT-TERM FUND
   Performance Information......................................... 5
   Performance Comparisons & Total Return Breakdown................ 6
   Portfolio Information........................................... 7
   Management Discussion........................................... 8
   Financial Highlights............................................28
   Financial Statements and Notes..................................31
   Schedule of Investments.........................................39

   TAX-FREE INTERMEDIATE-TERM FUND
   Performance Information.........................................10
   Performance Comparisons & Total Return Breakdown................11
   Portfolio Information...........................................12
   Management Discussion ..........................................13
   Financial Highlights............................................29
   Financial Statements and Notes..................................31
   Schedule of Investments.........................................42

   TAX-FREE LONG-TERM FUND
   Performance Information.........................................15
   Performance Comparisons & Total Return Breakdown................16
   Portfolio Information...........................................17
   Management Discussion ..........................................18
   Financial Highlights............................................30
   Financial Statements and Notes..................................31
   Schedule of Investments.........................................50

   INVESTMENT FUNDAMENTALS
   Definitions.....................................................20
   The Yield Curve.................................................22
   Muni Risk Factors...............................................23
   Portfolio Sensitivity Measures..................................24
   Bond Pricing....................................................25
   Portfolio Structures & Taxable Distributions....................26




                              U.S. ECONOMIC REVIEW
                                 JAMES M. BENHAM       [photo of James
                             Chairman, Benham Funds       M. Benham]

Slow economic growth and low inflation characterized the U.S. economy in 1995,
creating similar expectations for 1996. The U.S. economy grew at a 2% annual
rate in 1995, the weakest yearly performance since the 1991 recession. U.S.
inflation was just 2.5% in 1995, the lowest annual rate since 1986.

[bar graph on left side of page.  graph data described below.]

The Federal Reserve's (the Fed's) success in slowing the economy and inhibiting
inflation by raising short-term interest rates from February 1994 to February
1995 eventually led to a new interest rate strategy. The Fed reduced the federal
funds rate target, from 6.00% to 5.75% in July 1995, then lowered it twice
more--to 5.50% in December 1995 and to 5.25% in January 1996. Slowing corporate
and government spending, declining auto sales and housing activity, and
poorer-than-expected holiday season retail sales seemed to indicate lower
interest rates in 1996 and a possible recession.

Federal budget battles, which led to two government shutdowns, furthered the
cause of economic weakness. The shutdowns also delayed key economic reports,
causing confusion in the financial markets during the first quarter of 1996.
Amid this confusion and slow growth/low inflation expectations, the February
payroll employment report, showing the strongest job creation in 12 years,
exploded like a time bomb (see the accompanying graph). It dashed hopes that the
Fed would cut interest rates at its policy meeting in March, triggering a bond
sell-off and higher interest rates.

The March payroll employment report was also unexpectedly strong. The strength
of the recent employment reports seems to indicate that the economy is picking
up momentum, with no immediate need for the Fed to reduce interest rates. Other
signs of a stronger economy include higher auto sales and factory orders, rising
consumer confidence and strong housing starts. But the economy still doesn't
feel particularly robust--layoffs are at historically high levels, wages are
stagnant, capital expenditures are slowing, and personal bankruptcies and loan
delinquencies are higher. Overall, we believe the evidence still suggests
moderate economic growth in 1996, with both growth and inflation around 3%.

[graph data]
U.S. Nonfarm Payroll Employment
(seasonally adjusted, in thousands)

                Monthly Change           Three-Month Moving Average
Jan-95            186                       292
Feb-95            313                       232
Mar-95            179                       226
Apr-95              8                       167
May-95            -62                        42
Jun-95            299                        82
Jul-95             28                        88
Aug-95            263                       197
Sep-95             94                       128
Oct-95             66                       141
Nov-95            214                       125
Dec-95            145                       142
Jan-96           -146                        71
Feb-96            624                       208
Mar-96            140                       206

Source: Bloomberg Financial Markets

                                       1

 
                                 MARKET SUMMARY
                              MUNICIPAL SECURITIES
      by Dave MacEwen, Vice President & Senior Municipal Portfolio Manager

MUNICIPAL MARKET OVERVIEW

Decelerating economic growth and low levels of inflation during the six months
ended February 29, 1996, provided a very favorable environment for U.S. bonds.
However, the rally in municipal bonds (munis) was dampened initially by flat tax
fears. Investors feared that the adoption of a flat tax would strip munis of
their tax-exempt advantage, and fearing the worst, many muni investors moved out
of long-term munis and into shorter-term securities to await future
developments.

The patience of these investors was rewarded by a change in the political
climate. The waning "Republican Revolution" in Washington and a lack of support
(especially on the part of Republican front-runner Bob Dole) for the flat tax
made it increasingly clear by late 1995 that this particular type of tax reform
was unlikely to become a reality.

In early 1996, demand for long-term munis increased significantly as many muni
bonds were called (see Callability on page 23). Over the past few years, low
interest rates have prompted high volumes of muni refundings, freeing billions
of dollars for reinvestment in munis.

[line graph on left side of page.  graph data described below.]

Seasonal factors also played a part--January is historically characterized by
low levels of muni issuance as municipalities gear up for the new fiscal year.

Overall, muni issuance remains sluggish--1996 issuance to date is running below
the average for 1995. This combination of low supply and strong demand helped
munis post gains during the six-month period as yields fell across all
maturities (see the accompanying graph).

[graph data]
The Shifting Municipal Yield Curve

years         2/29/96      8/31/95
1             3.35%        3.65%
2             3.65         3.85
3             3.85         4.01
              3.97         4.16
5             4.09         4.31
              4.2          4.435
7             4.31         4.56
              4.41         4.66
              4.51         4.76
10            4.61         4.86
              4.708        4.98
              4.806        5.1
              4.904        5.22
              5.002        5.34
15            5.1          5.46
              5.138        5.514
              5.176        5.568
              5.214        5.622
              5.252        5.676
20            5.29         5.73
              5.3          5.754
              5.31         5.778
              5.32         5.802
              5.33         5.826
25            5.34         5.85
              5.346        5.854
              5.352        5.858
              5.358        5.862
              5.364        5.866
30            5.37         5.87

Source: Bloomberg Financial Markets


                                       2

                                 MARKET SUMMARY
                              MUNICIPAL SECURITIES
                       (Continued from the previous page)

MUNICIPAL SECURITIES VS. TREASURY SECURITIES

Over the six-month period, munis in the 10- to 30-year maturity sector
outperformed Treasury securities with comparable maturities. This resulted from
a combination of fading flat tax fears, as wary investors moved back to
long-term munis, and a high volume of bond maturities and bond calls.

Conversely, as demand for long-term munis increased and investors moved away
from short-term securities, munis with maturities of five years or less
underperformed Treasuries of like maturity.

[bar graph on right side of page.  graph data described below.]

The accompanying graph, showing muni yields as a percent of Treasury yields,
demonstrates the difference in relative performance at either end of the muni
yield curve over the six-month period.

The increasing percentage seen in the three-year maturity sector shows that muni
and Treasury yields moved closer together, indicating that short-term munis
underperformed Treasuries. The decreasing percentage in the 30-year sector shows
a widening of the spread between muni and Treasury yields, indicating that
long-term munis outperformed Treasuries.

[graph data]
Municipal Yields as a % of Treasury Yields

                  8/31/95     2/29/96
3-year note       67%         69%
30-year bond      88          83

Source: Bloomberg Financial Markets


                                       3
 

                           CALIFORNIA CREDIT ANALYSIS
                        STATE ECONOMIC AND CREDIT REVIEW
      by Steve Permut, Manager of Municipal Credit Analysis, and the Benham
  Municipal Credit Analysis Team: Joe Crowley, Scott Lord and Bill McClintock

California's economic recovery, which began in the fourth quarter of 1993,
continued through the six months ended February 29, 1996. Strong employment
growth in the state (twice the national growth rate) lowered California's
unemployment rate to 7.6%, down from a 1993 recessionary high of more than 9%.
In fact, California's economy has replaced all of the jobs lost during the
recession (see the graph below), with significant growth in the high-wage
sectors of technology, tourism and entertainment.

[mountain graph on left side of page.  graph data described below.]

California retail sales also continued to outperform the nation without the
housing- and construction-related expenditures that have fueled previous state
economic recoveries. This illustrates a fundamental change in California's
economic structure--a shift away from dependence on the large, cyclical
manufacturing and construction industries toward a diversified economic base of
smaller, more nimble companies.

Regionally, rebounding economic growth in southern California has been crucial
to the state's overall growth because the metropolitan areas of Los Angeles and
San Diego account for approximately two-thirds of California's economy. The
gradual rebound in the southern part of the state contrasts with the exceptional
growth in the San Francisco Bay Area and Sacramento. At the local level,
California counties continue to struggle because of their unique mix of
responsibilities and funding sources. Revenue problems remain severe--counties
are dependent on state and federal funding, which has been reduced in recent
years. Other local governments, such as cities and school districts, have
generally benefited from the state's recent economic strength, but regional
disparities point to a continued need for thorough case-by-case credit analysis.

California's revitalized economy has brought the state closer to solving its
budget problems. State revenue collections remain positive. However, if several
major expenditure assumptions in the current budget (and in the proposed 1996-97
budget) are not approved, any revenue gains will be more than eliminated.
Despite these concerns, our outlook for the state is more positive than it's
been for several years. We believe that the recent economic and fiscal
improvements will lead to an upgrade in the state's credit rating by the end of
1996.

[graph data]
California Employment
(non-farm, seasonally adjusted, 6-mo. moving average, in thousands)

1/31/91           12505.6
2/28/91           12487.2
3/31/91           12466.7
4/30/91           12445.7
5/31/91           12423.3
6/30/91           12398.5
7/31/91           12383.1
8/31/91           12371.7
9/30/91           12361.5
10/31/91          12349.8
11/30/91          12335.1
12/31/91          12318.5
1/31/92           12293.3
2/29/92           12262.8
3/31/92           12241.9
4/30/92           12223.2
5/31/92           12207.3
6/30/92           12192.3
7/31/92           12187.5
8/31/92           12181.4
9/30/92           12163.9
10/31/92          12146.9
11/30/92          12130.8
12/31/92          12113.9
1/31/93           12099.5
2/28/93           12088.3
3/31/93           12078
4/30/93           12063.6
5/31/93           12051.5
6/30/93           12046
7/31/93           12039.6
8/31/93           12037.3
9/30/93           12037.9
10/31/93          12039.3
11/30/93          12039.2
12/31/93          12044.1
1/31/94           12042.7
2/28/94           12047.8
3/31/94           12060.7
4/30/94           12075.4
5/31/94           12093.9
6/30/94           12108.5
7/31/94           12126.2
8/31/94           12142
9/30/94           12156.5
10/31/94          12170.5
11/30/94          12187.1
12/31/94          12208.9
1/31/95           12225.9
2/28/95           12252
3/31/95           12275
4/30/95           12303.1
5/31/95           12331.3
6/30/95           12355.1
7/31/95           12388.6
8/31/95           12414.9
9/30/95           12445.4
10/31/95          12472.2
11/30/95          12497.2
12/31/95          12521.2
1/31/96           12545.1

Source: U.S. Department of Labor, Bureau of Labor Statistics


                                       4
 

                                 SHORT-TERM FUND

                                 CURRENT YIELD*
                             As of February 29, 1996

                                     30-DAY TAX-EQUIVALENT YIELDS
         30-DAY           ---------------------------------------------------
          SEC               34.70%       37.42%        41.95%       42.40%
         YIELD            TAX BRACKET  TAX BRACKET   TAX BRACKET  TAX BRACKET
                          ---------------------------------------------------
          3.25%              4.98%        5.19%         5.60%        5.64%

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements.

30-DAY TAX-EQUIVALENT YIELDS show the taxable yields that investors in the
following combined federal and California state income tax brackets would have
to earn before taxes to equal the Fund's tax-free 30-Day SEC Yield:

         34.70% -- joint taxable income of $63,401 to $94,250 
         37.42% -- joint taxable income of $94,251 to $143,600 
         41.95% -- joint taxable income of $143,601 to $219,872 
         42.40% -- joint taxable income of $219,873 to $256,500

All income dividends distributed by the Fund during the six months ended
February 29, 1996, are exempt from federal and California state income taxes.

                      NAV AND AVERAGE ANNUAL TOTAL RETURNS*
                       For Periods Ended February 29, 1996

                                       AVERAGE ANNUAL TOTAL RETURNS
    NET ASSET VALUE RANGE      -----------------------------------------------
      (9/1/95-2/29/96)         1 YEAR       3 YEARS     5 YEARS  LIFE OF FUND
                               -----------------------------------------------
        $10.21-$10.38           6.82%        3.90%        N/A        4.92%

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 28.

The Fund commenced operations on June 1, 1992.

*Yields and total returns are based on historical Fund performance and do not
 guarantee future results. The Fund's share price, yields and total returns will
 vary, so that shares, when redeemed, may be worth more or less than their
 original cost.


                                       5
 
                                 SHORT-TERM FUND

                           SEC PERFORMANCE COMPARISON
      Comparative Performance of $10,000 Invested on 6/1/92 in the Fund and
          in the Lehman Brothers, Inc. Three-Year Municipal Bond Index

[line graph]

                   Index              Fund
5/31/92          $10,000            $10,000
6/30/92           10,122             10,074
7/31/92           10,319             10,249
8/31/92           10,273             10,222
9/30/92           10,357             10,277
10/31/92          10,317             10,251
11/30/92          10,389             10,347
12/31/92          10,451             10,413
1/31/93           10,530             10,497
2/28/93           10,695             10,673
3/31/93           10,663             10,616
4/30/93           10,725             10,679
5/31/93           10,754             10,699
6/30/93           10,823             10,754
7/30/93           10,838             10,733
8/31/93           10,897             10,850
9/30/93           10,945             10,913
10/31/93          10,967             10,923
11/30/93          10,953             10,925
12/31/93          11,068             11,029
1/31/94           11,158             11,095
2/28/94           11,054             10,986
3/31/94           10,920             10,881
4/29/94           10,984             10,903
5/31/94           11,036             10,929
6/30/94           11,039             10,942
7/29/94           11,131             11,029
8/31/94           11,171             11,057
9/30/94           11,143             11,037
10/31/94          11,116             11,008
11/30/94          11,096             10,946
12/30/94          11,144             10,962
1/31/95           11,237             11,059
2/28/95           11,356             11,206
3/31/95           11,458             11,290
4/28/95           11,497             11,337
5/31/95           11,673             11,468
6/30/95           11,701             11,518
7/31/95           11,825             11,581
8/31/95           11,917             11,646
9/30/95           11,950             11,683
10/31/95          12,008             11,749
11/30/95          12,085             11,835
12/31/95          12,135             11,874
1/31/96           12,230             11,977
2/29/96           12,233             11,970

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based market index, the
Lehman Brothers, Inc. Three-Year Municipal Bond Index, over the life of the
Fund. Although the investment characteristics of the Index are similar to those
of the Fund, the securities owned by the Fund and those composing the Index are
likely to be different, and securities that the Fund and the Index have in
common are likely to have different weightings in the respective portfolios.
Investors cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.


                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on average annual total
returns for the periods ended 2/29/96 for the funds in Lipper's "California
Short Municipal Debt Funds" category.

                                  1 YEAR         3 YEARS       LIFE OF FUND+

The Fund:                         6.82%          3.90%         4.82%
Category Average:                 7.00%          4.06%         5.18%
The Fund's Ranking:               9 out of 12    4 out of 5    2 out of 2

+ from June 30, 1992, through February 29, 1996

Total returns are based on historical performance and do not guarantee future
results.

                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended February 29, 1996
 
               % FROM            % FROM ASSET           SIX-MONTH
                INCOME       +    APPRECIATION    =    TOTAL RETURN

                 2.07%       +        0.72%       =        2.79%


                                       6

                                 SHORT-TERM FUND

                            KEY PORTFOLIO STATISTICS

                                    2/29/96             8/31/95

         Market Value:              $100,157,096        $105,636,293
         Number of Issues:          52                  48
         Average Maturity:          3.22 years          2.49 years
         Average Coupon:            5.75%               5.61%
         Average Duration:          2.80 years          2.17 years

For definitions of these terms, see page 21.

                     PORTFOLIO COMPOSITION BY CREDIT RATING
                                  [pie charts]

                           2/29/96        8/31/95   
                           AAA 58.0%      AAA 57.4% 
                           AA 20.0%       AA 20.4%  
                           A 22.0%        A 22.2%   
                           
Credit ratings reflect the financial strength of the debt issuer and the
likelihood of repayment. For more information about credit quality and credit
ratings, see page 23.

                     PORTFOLIO COMPOSITION BY MARKET SECTOR
                                  [pie charts]

                   2/29/96                 8/31/95             
                   Prerefunded: 19.5%      Prerefunded: 15.5%  
                   COPs: 12.9%             Hospital: 12.5%     
                   Hospital: 11.3%         GO: 10.4%           
                   GO: 11.3%               COPs: 9.6%          
                   Water/Sewer: 11.0%      Sales Tax: 8.9%     
                   Sales Tax: 9.3%         Transportation: 6.5%
                   Electric: 6.2%          Water/Sewer: 6.3%   
                   Other: 18.5%            Other: 30.3%        
                        
For definitions of these security types, see page 20.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

               2/29/96                      8/31/95                
               less than 1 Year: 10.0%      less than 1 Year: 15.4%
               1-5 Years: 68.0%             1-5 Years: 78.3%       
               5-10 Years: 22.0%            5-10 Years: 6.3%       
                             
The Fund invests primarily in short-term California municipal obligations. The
Fund's weighted average portfolio maturity is typically one to five years, with
three years considered a "neutral" position.

The composition of the Fund's portfolio may change over time.


                                       7

 
                                 SHORT-TERM FUND
                              MANAGEMENT DISCUSSION
                  with Joel Silva, Municipal Portfolio Manager

NOTE: THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT 
FUNDAMENTALS SECTION (PAGES 20-26).

Q:       How did the Fund perform?

A:       The Fund's 6.82% total return for the year ended February 29, 1996, was
         slightly less than the 7.00% average total return for the funds in
         Lipper's "California Short Municipal Debt Funds" category (see the
         Lipper performance Comparison on page 6). For the six months ended
         February 29, the Fund's total return was 2.79%.

Q:       Why did the Fund slightly underperform its category average?

A:       The Fund is managed to minimize price volatility while providing a
         competitive yield. It is more conservatively styled than many of the
         funds in its Lipper category, which includes funds with a relatively
         broad range of investment policies and objectives. Therefore, though it
         tends to outperform its category average in a declining market, it will
         also tend to lag the average performance of its Lipper category during
         muni market rallies.

         It is important to note that although the Fund narrowly underperformed
         its overall Lipper category average, it outperformed the benchmark that
         we use to gauge its performance. This benchmark is a subset of the
         funds in the Lipper "California Short Municipal Debt Funds" category
         whose objectives and investment policies are more closely aligned with
         those of the Fund. In addition, the Fund's yield over the period was
         higher than the average yield of its peers.

Q:       Were there any changes in the Fund's positioning over the six months 
         ended February 29?

A:       We extended the Fund's average maturity* from 2.49 years to 3.22 years
         during the period as we continued to shift the Fund's holdings from a
         bullet structure* toward a barbell structure.* In particular, we
         decreased the Fund's holdings in securities with maturities of one to
         five years and increased its holdings in the five- to ten-year maturity
         sector (see the Portfolio Composition By Maturity graphs on page 7).
         This positioning enabled the Fund to pick up some extra yield, and it
         also provided some price appreciation as the muni yield curve flattened
         in late 1995 and early 1996.


                                       8

 
                                SHORT-TERM FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       The Fund's holdings of prerefunded bonds* increased over the six-month 
         period. Why?

A:       The performance of prerefunded bonds tends to track that of the
         Treasury bonds that back them. When munis began to outperform
         Treasuries in November, prices on prerefunded bonds became attractive
         (cheaper) compared to other short-term munis, prompting us to increase
         the Fund's holdings in those securities. In March, however, munis began
         to underperform Treasuries, causing prerefunded bonds to become rich
         (more expensive) compared to other short-term munis. If this trend
         continues, we will likely sell some of the Fund's prerefunded bonds to
         take advantage of this price appreciation.

Q:       As of March 31, 1996, the Fund's name was changed to the "Benham 
         California Tax-Free Limited-Term Fund." Why the change?

A:       According to Securities and Exchange Commission (SEC) guidelines, a
         "short-term" fund cannot extend its average maturity beyond three
         years. Though we have historically kept the Fund's average maturity
         within this range, we wanted the flexibility to extend the Fund's
         maturity up to five years to improve its performance when market
         conditions are favorable.

Q:       Will this result in any significant change in the way you manage the 
         Fund?

A:       No. The Fund's objectives and our management strategy will remain 
         essentially the same.

Q:       What are your plans for the Fund going forward?

A:       Though the threat of a flat tax seems to have subsided, there is
         considerable uncertainty in U.S. financial markets concerning the
         strength of the economy (see page 1). Until we can get a clearer
         picture of the strength and direction of the economy, we will probably
         maintain a neutral stance, keeping the Fund's average maturity and
         duration* close to those of its peer group average. We also continue to
         favor the barbell structure because we believe that there is room for
         further flattening of the muni yield curve, especially after the
         steepening that has recently occurred. We will look to improve the
         Fund's yield, probably by increasing its holdings in suitable A-rated
         securities.


                                       9

 
                            INTERMEDIATE-TERM FUND

                                 CURRENT YIELD*
                             As of February 29, 1996

                                     30-DAY TAX-EQUIVALENT YIELDS
         30-DAY           ---------------------------------------------------
           SEC              34.70%       37.42%        41.95%       42.40%
          YIELD           TAX BRACKET  TAX BRACKET   TAX BRACKET  TAX BRACKET
                          ---------------------------------------------------
          4.06%              6.22%        6.49%         6.99%        7.05%

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements.

30-DAY TAX-EQUIVALENT YIELDS show the taxable yields that investors in the
following combined federal and California state income tax brackets would have
to earn before taxes to equal the Fund's tax-free 30-Day SEC Yield:

         34.70% -- joint taxable income of $63,401 to $94,250 
         37.42% -- joint taxable income of $94,251 to $143,600 
         41.95% -- joint taxable income of $143,601 to $219,872 
         42.40% -- joint taxable income of $219,873 to $256,500

All income dividends distributed by the Fund during the six months ended
February 29, 1996, are exempt from federal and California state income taxes.

                      NAV AND AVERAGE ANNUAL TOTAL RETURNS*
                       For Periods Ended February 29, 1996

                                       AVERAGE ANNUAL TOTAL RETURNS
    NET ASSET VALUE RANGE      --------------------------------------------
      (9/1/95-2/29/96)         1 YEAR       3 YEARS     5 YEARS    10 YEARS
                               --------------------------------------------
        $11.06-$11.44          10.23%        5.13%       7.10%       6.68%

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 29.

The Fund commenced operations on November 9, 1983.

*Yields and total returns are based on historical Fund performance and do not
 guarantee future results. The Fund's share price, yields and total returns will
 vary, so that shares, when redeemed, may be worth more or less than their
 original cost.


                                       10

  
                             INTERMEDIATE-TERM FUND

                           SEC PERFORMANCE COMPARISON
      Comparative Performance of $10,000 Invested on 3/1/86 in the Fund and
    in the Lehman Brothers, Inc. Five-Year Municipal General Obligation Index

[line graph]

                  Index              Fund
2/28/86          $10,000            $10,000
3/31/86           10,026             10,027
4/30/86           10,090             10,091
5/31/86            9,952              9,989
6/30/86           10,054             10,122
7/31/86           10,049             10,139
8/31/86           10,293             10,426
9/30/86           10,425             10,493
10/31/86          10,603             10,705
11/30/86          10,733             10,792
12/31/86          10,699             10,748
1/31/87           10,907             10,981
2/28/87           11,006             11,049
3/31/87           10,943             10,962
4/30/87           10,619             10,465
5/31/87           10,618             10,484
6/30/87           10,843             10,653
7/31/87           10,968             10,801
8/31/87           10,989             10,794
9/30/87           10,620             10,430
10/31/87          10,776             10,540
11/30/87          10,905             10,722
12/31/87          11,025             10,831
1/31/88           11,297             11,099
2/29/88           11,411             11,199
3/31/88           11,367             11,138
4/30/88           11,471             11,224
5/31/88           11,333             11,142
6/30/88           11,415             11,197
7/31/88           11,467             11,240
8/31/88           11,434             11,215
9/30/88           11,545             11,339
10/31/88          11,645             11,455
11/30/88          11,584             11,378
12/31/88          11,616             11,471
1/31/89           11,782             11,602
2/28/89           11,657             11,498
3/31/89           11,583             11,445
4/30/89           11,782             11,641
5/31/89           11,996             11,812
6/30/89           12,128             11,930
7/31/89           12,304             12,086
8/31/89           12,256             12,031
9/30/89           12,262             12,018
10/31/89          12,273             12,118
11/30/89          12,429             12,287
12/31/89          12,530             12,382
1/31/90           12,536             12,401
2/28/90           12,630             12,484
3/31/90           12,591             12,448
4/30/90           12,550             12,391
5/31/90           12,779             12,617
6/30/90           12,873             12,715
7/31/90           13,026             12,870
8/31/90           12,981             12,772
9/30/90           13,009             12,807
10/31/90          13,200             13,030
11/30/90          13,390             13,220
12/31/90          13,440             13,248
1/31/91           13,638             13,455
2/28/91           13,762             13,552
3/31/91           13,730             13,509
4/30/91           13,902             13,671
5/31/91           13,972             13,751
6/30/91           13,970             13,720
7/31/91           14,109             13,845
8/31/91           14,291             14,016
9/30/91           14,467             14,204
10/31/91          14,577             14,285
11/30/91          14,623             14,295
12/31/91          14,951             14,623
1/31/92           14,980             14,624
2/29/92           14,990             14,590
3/31/92           14,940             14,551
4/30/92           15,071             14,658
5/31/92           15,206             14,819
6/30/92           15,425             15,043
7/31/92           15,830             15,544
8/31/92           15,711             15,303
9/30/92           15,810             15,441
10/31/92          15,759             15,280
11/30/92          15,949             15,520
12/31/92          16,060             15,660
1/31/93           16,233             15,898
2/28/93           16,657             16,436
3/31/93           16,468             16,176
4/30/93           16,574             16,300
5/31/93           16,632             16,347
6/30/93           16,857             16,610
7/30/93           16,869             16,558
8/31/93           17,098             16,898
9/30/93           17,221             17,143
10/31/93          17,247             17,162
11/30/93          17,197             17,023
12/31/93          17,433             17,334
1/31/94           17,596             17,524
2/28/94           17,267             17,096
3/31/94           16,882             16,644
4/29/94           17,053             16,710
5/31/94           17,148             16,830
6/30/94           17,109             16,774
7/29/94           17,295             17,027
8/31/94           17,378             17,086
9/30/94           17,248             16,934
10/31/94          17,152             16,737
11/30/94          17,042             16,506
12/30/94          17,192             16,688
1/31/95           17,357             17,004
2/28/95           17,608             17,328
3/31/95           17,888             17,564
4/28/95           17,937             17,632
5/31/95           18,330             18,021
6/30/95           18,344             17,930
7/31/95           18,601             18,120
8/31/95           18,789             18,297
9/30/95           18,845             18,435
10/31/95          18,924             18,631
11/30/95          19,085             18,823
12/31/95          19,190             18,945
1/31/96           19,419             19,162
2/29/96           19,353             19,100

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based market index, the
Lehman Brothers, Inc. Five-Year Municipal General Obligation Index, over the
past 10 years. Although the investment characteristics of the Index are similar
to those of the Fund, the securities owned by the Fund and those composing the
Index are likely to be different, and securities that the Fund and the Index
have in common are likely to have different weightings in the respective
portfolios. Investors cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on average annual total
returns for the periods ended 2/29/96 for the funds in Lipper's "California
Intermediate Municipal Debt Funds" category.

                          1 YEAR        3 YEARS       5 YEARS       10 YEARS

The Fund:                 10.23%        5.13%         7.10%         6.68%
Category Average:         9.14%         4.67%         5.90%         6.68%
The Fund`s Ranking:       5 out of 27   6 out of 11   2 out of 5    1 out of 1

Total returns are based on historical performance and do not guarantee future
results.

                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended February 29, 1996

                    % FROM            % FROM ASSET           SIX-MONTH
                     INCOME       +    APPRECIATION    =    TOTAL RETURN

                      2.41%       +        1.98%       =        4.39%


                                       11

  
                             INTERMEDIATE-TERM FUND

                            KEY PORTFOLIO STATISTICS

                                    2/29/96             8/31/95

         Market Value:              $429,337,052        $412,450,277
         Number of Issues:          146                 132
         Average Maturity:          8.11 years          7.43 years
         Average Coupon:            5.96%               6.12%
         Average Duration:          5.60 years          5.32 years

For definitions of these terms, see page 21.

                     PORTFOLIO COMPOSITION BY CREDIT RATING
                                  [pie charts]

                           2/29/96           8/31/95   
                           AAA 66.0%         AAA 59.0%
                           AA 14.0%          AA 16.6% 
                           A 18.0%           A 22.8%  
                           BBB 2.0%          BBB 1.6% 
                           
Credit ratings reflect the financial strength of the debt issuer and the
likelihood of repayment. For more information about credit quality and credit
ratings, see page 23.

                     PORTFOLIO COMPOSITION BY MARKET SECTOR
                                  [pie charts]

                      2/29/96                8/31/95             
                      COPs: 25.5%            COPs: 22.3%         
                      Water/Sewer: 20.5%     Water/Sewer: 14.4%  
                      Electric: 12.5%        Electric: 14.4%     
                      Sales Tax: 11.4%       Sales Tax: 10.4%    
                      GO: 7.4%               Transportation: 7.5%
                      Hospital: 6.0%         GO: 6.9%            
                      Other: 16.7%           Other: 24.1%        

For definitions of these security types, see page 20.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                 2/29/96                     8/31/95               
                 less than 1 Year: 3.0%      less than 1 Year: 0.7%
                 1-5 Years: 12.0%            1-5 Years: 18.2%      
                 5-10 Years: 55.0%           5-10 Years: 60.2%     
                 10-20 Years: 30.0%          10-20 Years: 20.9%    
                            
The Fund invests primarily in intermediate-term California municipal
obligations. The Fund's weighted average portfolio maturity is typically five to
ten years, with seven years considered a "neutral" position.

The composition of the Fund's portfolio may change over time.


                                       12

  
                             INTERMEDIATE-TERM FUND
                              MANAGEMENT DISCUSSION
   with Dave MacEwen, Vice President & Senior Municipal Portfolio Manager, and
              Colleen Denzler, Senior Municipal Portfolio Manager

NOTE: THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT 
FUNDAMENTALS SECTION (PAGES 20-26).

Q:       How did the Fund perform?

A:       The Fund turned in a strong performance in comparison with its peers.
         For the year ended February 29, 1996, the Fund ranked fifth out of 27
         funds in Lipper's "California Intermediate Municipal Debt Funds"
         category based on total return. The Fund's total return of 10.23% was
         109 basis points* higher than the 9.14% average total return for its
         Lipper category (see the Lipper Performance Comparison on page 11). For
         the six months ended February 29, the Fund's total return was 4.39%.

Q:       Why did the Fund perform so well compared to its peers?

A:       The key factor was the changes that we made in the Fund's positioning 
         in the latter half of 1995.

Q:       Why and how did you change the Fund's positioning?

A:       We believed that the market had overreacted to the flat tax scare
         (see page 2), and we thought that the muni yield curve* would
         eventually flatten as the muni market recovered from the declines
         caused by flat tax fears. We extended the Fund's average maturity* from
         7.43 years to 8.11 years during the period as we continued to shift the
         Fund's holdings from a bullet structure* toward a barbell structure.*
         In particular, we decreased the Fund's holdings in securities with
         maturities between one and ten years and increased its holdings in
         securities in the less-than-one-year and ten- to twenty-year sectors
         (see the Portfolio Composition By Maturity graphs on page 12). This
         barbell positioning helped the Fund outperform many of its peers as the
         muni yield curve flattened in late 1995 and early 1996.

Q:       You continued to increase the Fund's holdings in AAA-rated bonds. Why? 
         Isn't California's credit picture improving?

A:       Yes, it is. But we increased the Fund's AAA holdings back in October
         because yield spreads between insured and uninsured California munis
         were so narrow--that is, insured bonds offered yields almost as high as
         uninsured bonds--that it didn't make any sense not to buy the insured
         securities. We managed to improve the Fund's credit quality while
         giving up very little yield.


                                       13


                             INTERMEDIATE-TERM FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       What caused the narrowing of spreads between insured and uninsured 
         California munis?

A:       Low levels of muni issuance have forced bond insurers to become very
         competitive in both the primary and secondary muni markets. As a
         result, premiums for bond insurance have fallen dramatically.

Q:       What are your plans for the Fund going forward?

A:       Though the threat of a flat tax seems to have subsided, there is
         considerable uncertainty in U.S. financial markets concerning the
         strength of the economy (see page 1). Until we can get a clearer
         picture of the strength and direction of the economy, we will probably
         maintain a neutral stance, keeping the Fund's average maturity and
         duration* close to those of its peer group average. We also continue to
         favor the barbell structure because we believe that there is room for
         further flattening of the muni yield curve, especially after the
         steepening that has recently occurred.


                                       14

  
                                 LONG-TERM FUND

                                 CURRENT YIELD*
                             As of February 29, 1996

                                     30-DAY TAX-EQUIVALENT YIELDS
         30-DAY           ---------------------------------------------------
           SEC              34.70%       37.42%        41.95%       42.40%
          YIELD           TAX BRACKET  TAX BRACKET   TAX BRACKET  TAX BRACKET
                          ---------------------------------------------------
          4.74%              7.26%        7.57%         8.17%        8.23%

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements.

30-DAY TAX-EQUIVALENT YIELDS show the taxable yields that investors in the
following combined federal and California state income tax brackets would have
to earn before taxes to equal the Fund's tax-free 30-Day SEC Yield:

         34.70% -- joint taxable income of $63,401 to $94,250 
         37.42% -- joint taxable income of $94,251 to $143,600 
         41.95% -- joint taxable income of $143,601 to $219,872 
         42.40% -- joint taxable income of $219,873 to $256,500

All income dividends distributed by the Fund during the six months ended
February 29, 1996, are exempt from federal and California state income taxes.

                      NAV AND AVERAGE ANNUAL TOTAL RETURNS*
                       For Periods Ended February 29, 1996

                                       AVERAGE ANNUAL TOTAL RETURNS
    NET ASSET VALUE RANGE      --------------------------------------------
      (9/1/95-2/29/96)         1 YEAR       3 YEARS     5 YEARS    10 YEARS
                               --------------------------------------------
        $10.88-$11.65          12.26%        6.20%       8.54%       7.56%

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 30. 

The Fund commenced operations on November 9, 1983.

*Yields and total returns are based on historical Fund performance and do not
 guarantee future results. The Fund's share price, yields and total returns will
 vary, so that shares, when redeemed, may be worth more or less than their
 original cost.


                                       15
  

                                 LONG-TERM FUND

                           SEC PERFORMANCE COMPARISON
      Comparative Performance of $10,000 Invested on 3/1/86 in the Fund and
           in the Lehman Brothers, Inc. Long-Term Municipal Bond Index

[line graph]
                  Index               Fund
2/28/86          $10,000            $10,000
3/31/86            9,998             10,082
4/30/86            9,998             10,062
5/31/86            9,806              9,925
6/30/86            9,891             10,014
7/31/86            9,969             10,066
8/31/86           10,490             10,584
9/30/86           10,467             10,543
10/31/86          10,646             10,745
11/30/86          10,901             10,952
12/31/86          10,887             10,980
1/31/87           11,253             11,299
2/28/87           11,284             11,298
3/31/87           11,118             11,247
4/30/87           10,494             10,311
5/31/87           10,378             10,185
6/30/87           10,048             10,463
7/31/87           10,141             10,536
8/31/87           10,186             10,551
9/30/87            9,770             10,042
10/31/87           9,769              9,954
11/30/87          10,082             10,310
12/31/87          10,213             10,476
1/31/88           10,621             10,928
2/29/88           10,746             11,075
3/31/88           10,592             10,893
4/30/88           10,675             10,919
5/31/88           10,686             10,934
6/30/88           10,895             11,060
7/31/88           10,968             11,112
8/31/88           11,011             11,142
9/30/88           11,260             11,293
10/31/88          11,517             11,512
11/30/88          11,393             11,405
12/31/88          11,591             11,569
1/31/89           11,864             11,805
2/28/89           11,698             11,702
3/31/89           11,708             11,696
4/30/89           12,051             11,941
5/31/89           12,330             12,163
6/30/89           12,518             12,332
7/31/89           12,683             12,505
8/31/89           12,490             12,300
9/30/89           12,452             12,249
10/31/89          12,617             12,390
11/30/89          12,885             12,609
12/31/89          12,980             12,697
1/31/90           12,849             12,526
2/28/90           12,994             12,686
3/31/90           13,007             12,685
4/30/90           12,848             12,482
5/31/90           13,211             12,856
6/30/90           13,341             12,984
7/31/90           13,576             13,204
8/31/90           13,253             12,873
9/30/90           13,233             12,841
10/31/90          13,513             13,167
11/30/90          13,855             13,487
12/31/90          13,916             13,536
1/31/91           14,103             13,723
2/28/91           14,202             13,765
3/31/91           14,236             13,771
4/30/91           14,457             14,018
5/31/91           14,627             14,146
6/30/91           14,599             14,073
7/31/91           14,825             14,273
8/31/91           15,038             14,452
9/30/91           15,256             14,687
10/31/91          15,416             14,818
11/30/91          15,435             14,757
12/31/91          15,802             15,132
1/31/92           15,793             15,078
2/29/92           15,818             15,123
3/31/92           15,857             15,124
4/30/92           16,008             15,254
5/31/92           16,243             15,451
6/30/92           16,557             15,739
7/31/92           17,164             16,262
8/31/92           16,934             15,981
9/30/92           17,009             16,088
10/31/92          16,725             15,689
11/30/92          17,196             16,151
12/31/92          17,419             16,367
1/31/93           17,583             16,532
2/28/93           18,401             17,310
3/31/93           18,179             17,075
4/30/93           18,428             17,335
5/31/93           18,580             17,426
6/30/93           18,929             17,753
7/30/93           18,948             17,743
8/31/93           19,434             18,223
9/30/93           19,686             18,470
10/31/93          19,724             18,471
11/30/93          19,485             18,237
12/31/93          19,988             18,617
1/31/94           20,223             18,876
2/28/94           19,554             18,438
3/31/94           18,387             17,555
4/29/94           18,528             17,523
5/31/94           18,745             17,743
6/30/94           18,520             17,662
7/29/94           18,996             18,039
8/31/94           19,036             18,080
9/30/94           18,594             17,766
10/31/94          18,023             17,436
11/30/94          17,548             17,102
12/30/94          18,171             17,405
1/31/95           18,970             17,960
2/28/95           19,742             18,469
3/31/95           19,979             18,646
4/28/95           19,969             18,661
5/31/95           20,820             19,298
6/30/95           20,437             18,967
7/31/95           20,541             19,094
8/31/95           20,831             19,384
9/30/95           20,993             19,559
10/31/95          21,501             19,976
11/30/95          22,056             20,495
12/31/95          22,400             20,852
1/31/96           22,496             20,897
2/29/96           22,222             20,733

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based market index, the
Lehman Brothers, Inc. Long-Term Municipal Bond Index, over the past 10 years.
Although the investment characteristics of the Index are similar to those of the
Fund, the securities owned by the Fund and those composing the Index are likely
to be different, and securities that the Fund and the Index have in common are
likely to have different weightings in the respective portfolios. Investors
cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on average annual total
returns for the periods ended 2/29/96 for the funds in Lipper's "California
Municipal Debt Funds" category.

                          1 YEAR        3 YEARS      5 YEARS      10 YEARS

The Fund:                 12.26%        6.20%        8.54%        7.56%
Category Average:         10.35%        5.30%        7.91%        7.49%
The Fund`s Ranking:       4 out of 93   5 out of 60  7 out of 45  13 out of 22

Total returns are based on historical performance and do not guarantee future
results.
                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended February 29, 1996

                 % FROM            % FROM ASSET           SIX-MONTH
                  INCOME       +    APPRECIATION    =    TOTAL RETURN

                   2.70%       +        4.26%       =        6.96%


                                       16

                                 LONG-TERM FUND
                            KEY PORTFOLIO STATISTICS

                                    2/29/96             8/31/95

         Market Value:              $288,641,618        $272,596,939
         Number of Issues:          87                  86
         Average Maturity:          19.50 years         20.25 years
         Average Coupon:            6.06%               6.04%
         Average Duration:          8.30 years          8.29 years

For definitions of these terms, see page 21.

                     PORTFOLIO COMPOSITION BY CREDIT RATING
                                  [pie charts]

                             2/29/96         8/31/95  
                             AAA 47.0%       AAA 41.6%
                             AA 15.0%        AA 17.3% 
                             A 38.0%         A 41.1%  
                      
Credit ratings reflect the financial strength of the debt issuer and the
likelihood of repayment. For more information about credit quality and credit
ratings, see page 23.

                     PORTFOLIO COMPOSITION BY MARKET SECTOR
                                  [pie charts]

                     2/29/96                     8/31/95           
                     COPs: 25.3%                 COPs: 21.2%       
                     Hospital: 14.4%             Hospital: 19.9%   
                     Electric: 12.9%             Water/Sewer: 11.1%
                     GICs: 8.4%                  Sales Tax: 9.1%   
                     Tax Allocation: 6.6%        GICs: 8.7%        
                     Water/Sewer: 5.8%           Electric: 8.0%    
                     Other: 26.6%                Other: 22.0%      
                            
For definitions of these security types, see page 20.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                  2/29/96                   8/31/95               
                  less than 1 Year: 2.0%    less than 1 Year: 0.9%
                  1-5 Years: 1.0%           1-5 Years: 0.8%       
                  5-10 Years: 7.0%          5-10 Years: 3.2%      
                  10-20 Years: 39.0%        10-20 Years: 37.7%    
                  20-30 Years: 51.0%        20-30 Years: 57.4%    
                          
The Fund invests primarily in long-term California municipal obligations. The
Fund's weighted average portfolio maturity is typically ten or more years.

The composition of the Fund's portfolio may change over time.

                                       17


                                 LONG-TERM FUND
                              MANAGEMENT DISCUSSION
     with Dave MacEwen, Vice President & Senior Municipal Portfolio Manager

NOTE: THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT 
FUNDAMENTALS SECTION (PAGES 20-26).

Q:       How did the Fund perform?

A:       The Fund turned in a strong performance in comparison with its peers.
         For the year ended February 29, 1996, the Fund ranked fourth out of 93
         funds in Lipper's "California Municipal Debt Funds" category based on
         total return. The Fund's total return of 12.26% was nearly 200 basis
         points* higher than the 10.35% average total return for its Lipper
         category (see the Lipper Performance Comparison on page 16). For the
         six months ended February 29, the Fund's total return was 6.96%.

Q:       Why did the Fund perform so well compared to its peers?

A:       The Fund's holdings in long-term premium non-callable bonds,* which
         experienced significant price appreciation during the period, certainly
         benefited the Fund's performance. But the key factor was the changes
         that we made in the Fund's positioning in the latter half of 1995.

Q:       Why and how did you change the Fund's positioning?

A:       We believed that the market had overreacted to the flat tax scare
         (see page 2), and we thought that the muni yield curve* would
         eventually flatten as the muni market recovered from the declines
         caused by flat tax fears. In the last half of 1995, we began to shift
         the Fund's holdings from a bullet structure* toward a barbell
         structure.* This barbell positioning helped the Fund outperform many of
         its peers as the muni yield curve flattened in late 1995 and early
         1996.

Q:       You continued to increase the Fund's holdings in AAA-rated bonds. Why?

A:       We increased the Fund's AAA holdings back in October because yield
         spreads between insured and uninsured California munis were so
         narrow--that is, insured bonds offered yields almost as high as
         uninsured bonds--that it didn't make any sense not to buy the insured
         paper. We managed to improve the Fund's credit quality while giving up
         very little yield.


                                       18


                                 LONG-TERM FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       What caused the narrowing of spreads between insured and uninsured 
         California munis?

A:       Low levels of muni issuance have forced bond insurers to become very
         competitive in both the primary and secondary muni markets. As a
         result, premiums for bond insurance have fallen dramatically.

Q:       The Fund has held a small position in derivatives over the past few 
         years. Are there currently derivatives in the Fund?

A:       Yes. The Fund continues to hold one inverse floater,* which constitutes
         about 1.3% of the Fund's portfolio. We use inverse floaters as a
         management tool, in this case to balance the Fund's duration.* Inverse
         floaters have higher yields and longer durations than typical long-term
         bonds. In addition, as of February 29, the Fund held 10 futures
         contracts on municipal bonds, which at the time of purchase were priced
         more attractively than their underlying bonds (see FUTURES CONTRACTS on
         page 35 of the Notes to Financial Statements).

Q:       What are your plans for the Fund going forward?

A:       Though the threat of a flat tax seems to have subsided, there is
         considerable uncertainty in U.S. financial markets concerning the
         strength of the economy (see page 1). Until we can get a clearer
         picture of the strength and direction of the economy, we will probably
         move the Fund toward a more neutral stance, shortening its duration to
         more closely match that of its peer group average. We also continue to
         favor the barbell structure because we believe that there is room for
         further flattening of the muni yield curve, especially after the
         steepening that has recently occurred.


                                       19


                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS

COMMON CALIFORNIA MUNICIPAL SECURITIES (MUNIS)

AMT Paper--instruments with income subject to the federal alternative minimum
tax.

Certificates of Participation (COPs)--securities issued to finance public
property improvements (such as city halls and police stations).

Development Bonds--securities such as Mello-Roos bonds and 1915 Act bonds that
are issued to finance real estate development projects.

General Obligation (GO) bonds--securities backed by the taxing power of the
issuer.

Guaranteed Investment Contracts (GICs)--securities backed by a guarantee from an
insurance company.

Municipal Commercial Paper (CP)--high-grade short-term securities backed by a
line of credit from a bank.

Municipal Notes--securities with maturities of two years or less.

Prerefunded Bonds--securities refinanced by the issuer because of their premium
coupons (higher-than-market interest rates). These bonds tend to have higher
credit ratings because they are backed by Treasury securities.

Put Bonds--securities that provide the right to sell to a specified buyer at a
specified time and price.

Revenue Bonds--securities backed by revenues from sales taxes or from a specific
project, system or facility (such as a hospital, electric utility or water
system).

Tax Allocation Bonds--securities issued to finance improvements in redevelopment
areas (such as urban neighborhoods).

Tax and Revenue Anticipation Notes (TRANs)--securities backed by the general tax
revenues of the issuer.

Variable-Rate Demand Notes (VRDNs)--securities that track market interest rates
and stabilize their market values using periodic (daily or weekly) interest rate
adjustments.

MUNICIPAL DERIVATIVES

Inverse Floaters--securities bearing interest rates that move inversely to
market interest rates. Unlike most bonds, their yields increase as interest
rates decline. However, if interest rates rise, they lose considerably more
value than a regular fixed-rate bond. Therefore, each Benham California Tax-Free
and Municipal Fund limits its investment in inverse floaters to a maximum of 10%
of net assets (except for the Money Market Funds, which cannot own inverse
floaters at all).


                                       20


                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS
                       (Continued from the previous page)

Tender Option Bonds--intermediate- or long-term fixed-rate securities with put
options attached (which give the holder the option to sell the bonds at face
value at a specified time). Tender option bonds purchased by the Funds are
typically structured with seven-day put features attached and pay interest at
rates that are reset weekly. Each Fund limits its investment in tender option
bonds to 15% of net assets. Tender option bonds are not leveraged and have risk
characteristics that are similar to VRDNs.

PORTFOLIO STATISTICS

Market Value--the market value of a fund's investments on a given date.

Number of Issues--the number of different securities issuances held by a fund on
a given date.

Average Maturity--a weighted average of all bond maturities in a fund's
portfolio (see also page 24).

Average Coupon--a weighted average of all coupons held in a fund's portfolio.

Average Yield--a weighted average of the yields to maturity of the securities in
a money market fund's portfolio.

Average Duration--a weighted average of all bond durations in a fund's portfolio
(see also page 24).

INVESTMENT TERMS

Basis Points--a basis point equals one one-hundredth of a percentage point (or
0.01%). Therefore, 100 basis points equals one percentage point (or 1%). Basis
points are used to avoid confusion about interest rate changes. For example, if
an economist says that interest rates rose 1%, does that mean 1% of the previous
rate, or one percentage point? Saying that interest rates rose by 100 basis
points is a more precise way of describing the change.

Coupon--the stated interest rate on a security.

Discount Bonds--bonds with interest coupons that are lower than prevailing
interest rates (see also page 25).

Par Bonds--bonds that trade or are priced at their face value.

Premium Bonds-- bonds with interest coupons that are higher than prevailing
interest rates (see also page 25).


                                       21


                             INVESTMENT FUNDAMENTALS
                                 THE YIELD CURVE

One of the fundamental tenets of investing is the relationship between risks and
returns--the greater the risks, the greater the chances of earning higher
returns over time. The downside is the correspondingly higher potential for
short-term losses--an investment that generates a high return probably has a
greater likelihood of significant fluctuations in value or return, especially in
the short run.

Bonds are no exception. The riskiest bonds--those with the greatest exposure to
interest rate movements and price fluctuations--generally have the highest
yields and returns over time but can experience severe short-term losses. On the
other hand, bonds with less exposure to interest rate movements and less price
fluctuation generally have lower yields and returns but are more stable.

The yield curve is a graphic representation of the relationship between bond
risks and returns at a point in time. Yield curve graphs plot lengthening bond
maturities (which represent risk because longer maturities increase risk) along
the horizontal axis and rising yields (which represent return) on the vertical
axis. Therefore, the lower left corner of yield curve graphs have the lowest
risks and the lowest potential returns, while the upper right corners have the
highest risks and the highest potential returns.

Yield curves can have several different shapes, depending on interest rate
levels and the economic environment:

Normal (Upward Sloping) Yield Curve--a yield curve that shows a normal risk/
return relationship--short-term securities have lower yields than long-term
securities. Most normal yield curves start in the lower left corner of the graph
and rise to the upper right corner.

Steep Yield Curve--a normal yield curve that shows a large difference between
short-term yields and long-term yields. This typically occurs when the bond
market is responding to inflation fears (causing high long-term bond yields) and
the Fed hasn't raised short-term interest rates enough (or the economy hasn't
slowed down enough) to quell those fears.

Flat Yield Curve--a yield curve that shows short-term securities having almost
the same yields as long-term securities. This typically occurs after the Fed has
raised short-term interest rates several times--to fight inflation and slow down
the economy--and long-term bond yields begin to fall.

Inverted Yield Curve--a yield curve that shows short-term securities having
higher yields than long-term securities. It's the next step after a flat yield
curve if the Fed continues to raise short-term interest rates and long-term
rates stay flat or fall.


                                       22


                             INVESTMENT FUNDAMENTALS
                                MUNI RISK FACTORS

CREDIT QUALITY AND CREDIT RATINGS

Bond credit quality (the issuer's financial strength and the likelihood of
timely payment of interest and principal) is a key factor in bond investment
analysis. Credit ratings issued by independent rating and research companies
such as Standard & Poor's help quantify credit quality--the stronger the issuer,
the higher the credit rating. In turn, credit quality and ratings greatly
influence bond prices and yields--high ratings mean higher prices and less
current income (yield) as compensation for risk. But credit ratings are
subjective. They reflect the opinions of the rating agencies that issue them and
are not absolute standards of quality, as the Orange County bankruptcy in 1994
made painfully clear. In that case, highly rated munis issued by a wealthy
county still suffered defaults. Furthermore, in addition to the credit risk,
there is still market risk. High credit ratings do not guarantee good investment
performance. They do not reflect the price stability of a muni when economic or
market conditions change.

CALLABILITY

Many munis are callable, which means they can be redeemed by the issuer before
maturity. When interest rates fall, municipalities find it financially rewarding
to refinance the bonds they've issued because they can reduce their monthly
interest payments. The municipalities exercise their "call" options to refinance
the bonds. Although calls are good for the bond issuers, they're bad for
investors in munis--calls reduce the life of a municipal portfolio and force the
portfolio manager to reinvest in lower-yielding munis. The durations of munis
effectively shorten as rates fall.

Calls also boost supply and help drive down muni prices. Call options can only
be exercised on specific "call dates," which don't always coincide with periods
of low interest rates when refinancing is desirable. As a result, municipalities
will issue new bonds when interest rates are low and use the proceeds to buy
Treasuries, which offset the old bonds (now known as prerefunded bonds) on their
balance sheets until the bonds can be retired on the call date. When the call
date arrives, the Treasuries mature, and the prerefunded bonds are retired.
During this process, there is a period of time when both the newly issued bonds
and the prerefunded bonds remain outstanding. This situation doubles the
municipal bond supply, which can depress prices.

DURATION EXTENSION

Duration extension occurs when interest rates increase significantly, as they
did in 1994. Higher interest rates reduce calls, which is good for municipal
investors, but the lower level of calls causes the durations of munis to extend
longer, which is bad when rates are rising. Muni funds become more susceptible
to price declines at a time when greater price stability would be desirable. By
contrast, Treasury durations generally shorten slightly when interest rates
experience a large increase. Because of their higher coupons, premium bonds
experience less duration extension than par or discount bonds.


                                       23


                             INVESTMENT FUNDAMENTALS
                       PORTFOLIO SENSITIVITY MEASUREMENTS

DURATION

Duration measures the price sensitivity of a bond or bond fund to changes in
interest rates. Specifically, duration represents the approximate percentage
change in the price of a bond or bond fund if interest rates move up or down by
100 basis points (defined on page 21). For example, as of February 29, 1996, the
California Tax-Free Short-Term Fund's duration was approximately three years,
while the California Tax-Free Long-Term Fund's duration was approximately eight
years. If interest rates were to rise by 100 basis points, the Short-Term Fund's
share price would be expected to decline by 3%, while the Long-Term Fund's share
price would decline by 8%. Conversely, if interest rates were to fall by 100
basis points, the Short-Term Fund's share price would be expected to increase by
3%, while the Long-Term Fund's share price would increase by 8%.

As this example illustrates, the longer the duration, the more bond or bond fund
prices will move in response to interest rate changes. Therefore, portfolio
managers generally lengthen durations when interest rates fall (to maximize the
effects of bond price increases) and shorten durations when interest rates rise
(to minimize the effects of bond price declines), taking into account the
objectives of the portfolio.

Duration, measured in years, also approximates (but understates) the weighted
average life of a bond or bond portfolio. To calculate duration, the future
interest and principal payments are added together and weighted in proportion to
their time value (early payments are valued more than later payments because
early payments can be reinvested and compound additional returns).

AVERAGE MATURITY

Average maturity is another measurement of the interest rate sensitivity of a
bond portfolio. Average maturity measures the average amount of time that will
pass until a bond portfolio receives its principal payments from matured bonds.
The longer a portfolio's average maturity is, the more interest rate exposure
and interest rate sensitivity it has. For example, a portfolio with a ten-year
average maturity has much more potential exposure to interest rate changes than
a portfolio with a one-year average maturity.

Portfolio managers generally lengthen average maturities when interest rates
fall (to maximize exposure and capture as much price appreciation as possible)
and reduce average maturities when interest rates rise (to minimize exposure and
avoid as much price depreciation as possible), as long as this strategy is
compatible with the objectives of the portfolio. Reducing the average maturity
in a rising interest rate environment allows the portfolio manager to more
quickly reinvest matured assets in higher-yielding securities.


                                       24


                             INVESTMENT FUNDAMENTALS
                                  BOND PRICING

PREMIUM AND DISCOUNT BONDS

Municipal bonds are generally priced at a premium or at a discount. Premium
bonds are bonds that trade or are priced above par (face value), typically
because their interest coupons are higher than the prevailing market interest
rate. Discount bonds are bonds that trade or are priced below par, typically
because their interest coupons are lower than the prevailing market interest
rate.

A bond may be both a premium bond and a discount bond during its life, depending
on changing market conditions. As market rates rise and bond prices fall, the
price of a premium bond can fall below par, and the bond becomes a discount
bond. Conversely, as market rates fall and bond prices rise, the price of a
discount bond can rise above par, and the bond becomes a premium bond.

Premium munis tend to have more price stability than discount munis--premium
munis depreciate less when interest rates rise (they experience less duration
extension), but they appreciate less when interest rates fall (they experience
more calls). Discount munis behave more like long-term Treasury securities.

TAX TREATMENT OF DISCOUNT BONDS

In 1993, new rules were passed regarding the tax treatment of long-term gains on
discount munis. In the past, any gain earned from the market discount was
treated as a capital gain, which is taxed at a maximum rate of 28%. However, the
newer law requires that any gain attributable to the market discount must be
treated as taxable ordinary income, which is taxed at the same rate as an
individual's tax bracket (up to 39.6%). Small market discounts (according to a
formula based on the price of the bond and the maturity date) are not subject to
the new law.

This tax treatment has made discount bonds less attractive in the muni market
because most municipal investors prefer to avoid incurring taxable income.
Discount munis also tend to have relatively low prices to make up for the
expected tax liability. As a result, when the price of a muni falls to the point
where it is traded at a market discount, the combination of reduced desirability
and added tax liability tends to lead to further price declines.


                                       25


                             INVESTMENT FUNDAMENTALS
                  PORTFOLIO STRUCTURES & TAXABLE DISTRIBUTIONS

BOND PORTFOLIO STRUCTURES

Barbell Structure--a structure that overweights a portfolio in short- and
long-term securities and underweights intermediate-term securities. This
structure tends to outperform a bullet structure when the yield curve is moving
from steep to flat (short-term rates are rising faster than long-term rates, or
long-term rates are falling faster than short-term rates). In a rising interest
rate environment, the short-term securities capture the higher yields with
little price depreciation. In a declining interest rate environment, the
short-term securities provide a relatively steady yield, while the long bonds
produce more price appreciation than intermediate-term securities.

Bullet Structure--a structure that clusters a portfolio's bond maturities around
a single maturity (usually an intermediate-term maturity). This structure tends
to outperform a barbell structure when the yield curve is moving from flat to
steep (long-term rates are rising faster than short-term rates, or short-term
rates are falling faster than long-term rates). In a rising interest rate
environment, intermediate-term securities experience less price depreciation
than long-term securities. In a declining interest rate environment,
intermediate-term securities provide significantly more price appreciation than
short-term securities.

Ladder Structure--a balanced structure that staggers bond maturities so they
occur at regular intervals. This structure tends to be effective when interest
rates are relatively stable, and it provides a regular schedule of maturing
securities.

TAXABLE DISTRIBUTIONS

It's important to remember for your tax planning that tax-free funds often
generate taxable year-end distributions. These distributions typically result
from short-term and long-term capital gains. The taxable distributions usually
happen under favorable circumstances (the capital gains reflect bond
appreciation), but such distributions understandably attract attention simply
because they are taxable instead of tax free.

Although we manage our California tax-free and municipal funds to earn
tax-exempt income, they may realize taxable capital gains as we pursue higher
total returns. By law, the funds must distribute these capital gains to
shareholders each year. Under current tax law, each fund must distribute net
short-term capital gains realized by the fund as taxable ordinary income. Each
fund distributes net long-term capital gains to shareholders as a taxable
capital gains distribution.


                                       26


                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                       27


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                            FINANCIAL HIGHLIGHTS
            For a Share Outstanding Throughout the Six Months Ended February 29, and the Years Ended August 31 (except as noted)
                                                                 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
TAX-FREE SHORT-TERM FUND
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                     FEB. 29,     AUG. 31,     AUG. 31,     AUG. 31,       AUG. 31,
                                                                       1996         1995         1994         1993          1992+
                                                                     -------      -------      -------      -------        -------
PER-SHARE DATA
- --------------
<S>                                                                <C>           <C>          <C>          <C>           <C>      
NET ASSET VALUE AT BEGINNING OF PERIOD..........................     $10.23         10.12        10.34        10.12         10.00
  Income From Investment Operations
  Net Investment Income.........................................      .2129         .4148        .3766        .3840         .1012
  Net Realized and Unrealized Gains (Losses) on Investments.....      .0699         .1099       (.1832)       .2227         .1200
                                                                   --------      --------     --------     --------      --------
   Total Income From Investment Operations......................      .2828         .5247        .1934        .6067         .2212
                                                                   --------      --------     --------     --------      --------
  Less Distributions
  Dividends from Net Investment Income..........................     (.2128)       (.4147)      (.3761)      (.3867)       (.1012)
  Distributions from Net Realized Capital Gains.................          0             0            0            0             0
  Distributions in Excess of Net Realized Capital Gains.........          0             0       (.0373)           0             0
                                                                   --------      --------     --------     --------      --------
   Total Distributions..........................................     (.2128)       (.4147)      (.4134)      (.3867)       (.1012)
                                                                   --------      --------     --------     --------      --------
NET ASSET VALUE AT END OF PERIOD................................     $10.30         10.23        10.12        10.34         10.12
                                                                   ========      ========     ========     ========      ========
TOTAL RETURN*...................................................       2.79%         5.33%        1.90%        6.15%         1.47%
- ------------
SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period (in thousands of dollars)...........   $ 98,895       104,723      120,627      114,019        52,171
Ratio of Expenses to Average Daily Net Assets++.................        .51%**        .51%         .51%         .36%            0%
Ratio of Net Investment Income to Average Daily Net Assets......       4.14%**       4.10%        3.68%        3.76%         4.08%**
Portfolio Turnover Rate.........................................      38.00%        49.75%       65.66%       54.42%        19.37%

- -------------------
+  From June 1, 1992 (commencement of operations), through August 31, 1992.
++ The ratio for the six months ended February 29, 1996, includes expenses paid through expense offset arrangements. 
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.

   See the accompanying notes to financial statements.
</TABLE>

                                       28


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                            FINANCIAL HIGHLIGHTS
                     For a Share Outstanding Throughout the Six Months Ended February 29, and the Years Ended August 31
                                                                 (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
TAX-FREE INTERMEDIATE-TERM FUND
- ------------------------------------------------------------------------------------------------------------------------------------
                                 FEB. 29,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,   AUG. 31, AUG. 31,  AUG. 31,
                                  1996      1995      1994       1993      1992      1991      1990       1989      1988     1987
                                 -------   -------   -------    -------   -------   -------   -------    -------  -------   -------
PER-SHARE DATA
- --------------
<S>                              <C>        <C>       <C>       <C>       <C>      <C>        <C>       <C>      <C>        <C>     
NET ASSET VALUE AT BEGINNING
  OF PERIOD....................   $11.06      10.86     11.36     10.85     10.49     10.13    10.14      10.06     10.30    10.56
  Income From Investment Operations
  Net Investment Income........    .2717      .5414     .5354     .5582     .5853     .6038    .6184      .6305     .6294    .6241
  Net Realized and Unrealized Gains
    (Losses) on Investments....    .2097      .2000   (.4104)     .5285     .3600     .3600   (.0100)     .0800    (.2400)  (.2600)
                                --------   --------  --------  --------  --------  --------  --------  --------  -------- --------
    Total Income From
       Investment Operations...    .4814      .7414     .1250    1.0867     .9453     .9638    .6084      .7105     .3894    .3641
                                --------   --------  --------  --------  --------  --------  --------  --------  -------- --------
  Less Distributions
  Dividends from Net Investment
    Income.....................   (.2714)    (.5414)   (.5351)   (.5592)   (.5853)   (.6038)  (.6184)    (.6305)   (.6294)  (.6241)
  Distributions from Net
    Realized Capital Gains.....        0          0    (.0752)   (.0175)        0         0        0          0         0        0
  Distributions in Excess of Net
    Realized Capital Gains.....        0          0    (.0147)        0         0         0        0          0         0        0
                                --------   --------  --------  --------  --------  -------- --------   --------  -------- --------
    Total Distributions........   (.2714)    (.5414)   (.6250)   (.5767)   (.5853)   (.6038)  (.6184)    (.6305)   (.6294)  (.6241)
                                --------   --------  --------  --------  --------  --------  --------  --------  -------- --------
NET ASSET VALUE AT END OF PERIOD  $11.27      11.06     10.86     11.36     10.85     10.49    10.13      10.14     10.06    10.30
                                ========   ========  ========  ========  ========  ======== ========   ========  ======== ========
TOTAL RETURN*..................     4.39%      7.09%     1.11%    10.42%     9.18%     9.74%    6.16%      7.28%     3.90%    3.53%
- ------------
SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period
  (in thousands of dollars).... $438,404    417,550   448,293   444,460   304,988   241,496  191,217    167,444   157,300  166,966
Ratio of Expenses to
  Average Daily Net Assets+....      .49%**     .48%      .48%      .50%      .52%      .55%     .58%       .60%      .64%     .67%
Ratio of Net Investment Income
  to Average Daily Net Assets..     4.85%**    5.02%     4.82%     5.05%     5.50%     5.84%    6.08%      6.25%     6.19%    5.92%
Portfolio Turnover Rate........    24.01%     25.44%    43.80%    26.76%    48.70%    28.58%   20.05%     39.89%    47.01%   51.94%

- -------------------
+  The ratio for the six months ended February 29, 1996, includes expenses paid through expense offset arrangements. 
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.

   See the accompanying notes to financial statements.
</TABLE>


                                       29


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                            FINANCIAL HIGHLIGHTS
                     For a Share Outstanding Throughout the Six Months Ended February 29, and the Years Ended August 31
                                                                 (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
TAX-FREE LONG-TERM FUND
- ------------------------------------------------------------------------------------------------------------------------------------
                                 FEB. 29,  AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,  AUG. 31,   AUG. 31,  AUG. 31, AUG. 31,
                                  1996      1995      1994       1993      1992      1991      1990       1989      1988    1987
                                 -------   -------   -------   -------   -------   -------   -------    -------   -------  -------
PER-SHARE DATA
- --------------
<S>                             <C>       <C>       <C>        <C>       <C>      <C>       <C>       <C>       <C>        <C> 
NET ASSET VALUE AT BEGINNING
  OF PERIOD.....................  $10.94     10.88     12.02     11.44     11.00     10.45     10.67     10.36     10.54    11.42
  Income From Investment Operations
  Net Investment Income.........   .3068     .6229     .6266     .6649     .6878     .6987     .7060     .7388     .7436    .7675
  Net Realized and Unrealized Gains
    (Losses) on Investments.....   .4499     .1183    (.7101)    .8460     .4400     .5500    (.2200)    .3100    (.1800)  (.8011)
                                --------  --------  --------  --------  --------  --------  --------  --------  -------- --------
    Total Income (Loss) From
       Investment Operations....   .7567     .7412    (.0835)   1.5109    1.1278    1.2487     .4860    1.0488     .5636   (.0336)
                                --------  --------  --------  --------  --------  --------  --------  --------  -------- --------
  Less Distributions
  Dividends from Net Investment
    Income...................... (.3067)    (.6231)   (.6261)   (.6658)   (.6878)   (.6987)   (.7060)   (.7388)   (.7436)  (.7675)
  Distributions from Net
    Realized Capital Gains......      0     (.0581)   (.4304)   (.2651)        0         0         0         0         0   (.0789)
                               --------   --------  --------  --------  --------  --------  --------  --------  -------- --------
    Total Distributions......... (.3067)    (.6812)  (1.0565)   (.9309)   (.6878)   (.6987)   (.7060)   (.7388)   (.7436)  (.8464)
                               --------   --------  --------  --------  --------  --------  --------  --------  -------- --------
NET ASSET VALUE AT END OF 
   PERIOD....................... $11.39      10.94     10.88     12.02     11.44     11.00     10.45     10.67     10.36    10.54
                               ========   ========  ========  ========  ========  ========  ========  ========  ======== ========
TOTAL RETURN*...................   6.96%      7.21%     (.78)%   14.02%    10.58%    12.26%     4.66%    10.39%     5.61%    (.31)%
- ------------
SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period
  (in thousands of dollars)....$293,729    276,085   277,477   338,075   275,880   247,244   197,394   179,737   143,191  179,523
Ratio of Expenses to
  Average Daily Net Assets+.....    .49%**     .49%      .48%      .49%      .52%      .55%      .57%      .58%      .63%     .65%
Ratio of Net Investment Income
  to Average Daily Net Assets...   5.43%**    5.84%     5.51%     5.76%     6.14%     6.48%     6.64%     6.98%     7.19%    6.87%
Portfolio Turnover Rate.........  25.27%     59.92%    61.93%    55.11%    71.59%    37.80%    74.11%    78.08%    34.52%   81.54%

- -------------------
+  The ratio for the six months ended February 29, 1996, includes expenses paid through expense offset arrangements. 
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.

     See the accompanying notes to financial statements.
</TABLE>


                                       30


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                    STATEMENTS OF ASSETS AND LIABILITIES
                                                              February 29, 1996
                                                                 (Unaudited)
                                                                                TAX-FREE           TAX-FREE           TAX-FREE
                                                                               SHORT-TERM        INTERMEDIATE-        LONG-TERM
                                                                                  FUND             TERM FUND            FUND
                                                                                ---------          ---------          ---------
ASSETS
<S>                                                                        <C>                  <C>                 <C> 
   Investment securities at value (cost of $98,368,507, $408,722,713,
     and $272,444,554, respectively)....................................   $ 100,157,096        429,337,052         288,641,618
   Cash.................................................................         187,082          1,647,756           2,365,514
   Investment in affiliated money market fund (Note 2)..................               0          2,000,000                   0
   Interest receivable..................................................       1,361,292          5,858,473           3,849,184
   Receivable for fund shares sold......................................          33,523            155,193             428,958
   Margin deposit for futures contracts (Note 1)........................               0                  0              19,687
   Prepaid expenses and other assets....................................           2,895             30,403               7,155
                                                                            ------------        -----------         -----------
     Total assets.......................................................     101,741,888        439,028,877         295,312,116
                                                                            ------------        -----------         -----------
LIABILITIES
   Payable for securities purchased.....................................       2,654,218                  0                   0
   Payable for fund shares redeemed.....................................          86,435             50,300           1,065,789
   Dividends payable....................................................          70,512            396,199             406,613
   Fees payable to affiliates (Note 2)..................................          23,035            178,321             104,574
   Net unrealized depreciation on futures contracts (Note 1)............               0                  0               2,817
   Accrued expenses and other liabilities...............................          12,856                  0               3,000
                                                                            ------------        -----------         -----------
     Total liabilities..................................................       2,847,056            624,820           1,582,793
                                                                            ------------        -----------         -----------
NET ASSETS..............................................................  $   98,894,832        438,404,057         293,729,323
                                                                            ============        ===========         ===========
Net assets consist of:
   Capital paid in......................................................  $   98,319,051        416,336,206         275,758,158
   Undistributed accumulated net realized gain (loss) on investments....      (1,220,043)         1,443,425           1,770,344
   Undistributed net investment income..................................           7,235             10,087               6,574
   Net unrealized appreciation on investments...........................       1,788,589         20,614,339          16,194,247
                                                                            ------------        -----------         -----------
Net assets..............................................................  $   98,894,832        438,404,057         293,729,323
                                                                            ============        ===========         ===========
Shares of beneficial interest outstanding (unlimited number of 
   shares authorized)...................................................       9,601,273         38,911,409          25,777,154
                                                                            ============        ===========         ===========
Net asset value, offering price and redemption price per share..........          $10.30              11.27               11.39
                                                                                 =======              =====               =====
- -------------------
See the accompanying notes to financial statements.
</TABLE>


                                       31


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                          STATEMENTS OF OPERATIONS
                                                 For the Six Months Ended February 29, 1996
                                                                 (Unaudited)

                                                                                TAX-FREE           TAX-FREE           TAX-FREE
                                                                               SHORT-TERM        INTERMEDIATE-        LONG-TERM
                                                                                  FUND             TERM FUND            FUND
                                                                               ---------          ---------          ---------
INVESTMENT INCOME
<S>                                                                          <C>                 <C>                 <C>   
   Interest income.......................................................... $ 2,353,662         11,370,386           8,499,273
                                                                              ----------         ----------          ----------
EXPENSES (NOTE 2)
   Investment advisory fees.................................................     147,704            620,974             418,164
   Administrative fees......................................................      48,761            204,999             138,046
   Transfer agency fees.....................................................      24,098             93,536              59,497
   Printing and postage.....................................................      11,313             47,559              31,784
   Custodian fees...........................................................       9,634             29,085              20,426
   Auditing and legal fees..................................................       2,511              9,546               6,413
   Registration and filing fees.............................................         725              1,747               1,992
   Directors' fees and expenses.............................................       3,187              5,589               4,563
   Other operating expenses.................................................       8,283             29,529              17,357
                                                                              ----------         ----------          ----------
     Total expenses.........................................................     256,216          1,042,564             698,242
   Custodian earnings credits (Note 5)......................................      (7,388)           (24,248)            (16,257)
                                                                              ----------         ----------          ----------
     Net expenses...........................................................     248,828          1,018,316             681,985
                                                                              ----------         ----------          ----------
       Net investment income................................................   2,104,834         10,352,070           7,817,288
                                                                              ----------         ----------          ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 4)
Net realized loss (identified cost basis):
   Proceeds from sales......................................................  36,702,190         89,563,036          63,832,339
   Cost of securities sold..................................................  36,502,420         86,151,961          61,563,787
                                                                              ----------         ----------          ----------
     Net realized loss......................................................     199,770          3,411,075           2,268,552
                                                                              ----------         ----------          ----------
Unrealized appreciation of investments:
   Beginning of period......................................................   1,313,431         16,359,764           6,920,712
   End of period............................................................   1,788,589         20,614,339          16,198,940
                                                                              ----------         ----------          ----------
     Net unrealized appreciation for the year...............................     475,158          4,254,575           9,278,228
                                                                              ----------         ----------          ----------
     Net realized and unrealized gain on investments........................     674,928          7,665,650          11,546,780
                                                                              ----------         ----------          ----------
Net increase in net assets resulting from operations........................ $ 2,779,762         18,017,720          19,364,068
                                                                              ==========         ==========          ==========
- -------------------
See the accompanying notes to financial statements.
</TABLE>


                                       32


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                     STATEMENTS OF CHANGES IN NET ASSETS
                                 For the Six Months Ended February 29, 1996, and Year Ended August 31, 1995
                                                                 (Unaudited)

                                                             Tax-Free                    Tax-Free                   Tax-Free
                                                          Short-Term Fund         Intermediate-Term Fund         Long-Term Fund
                                                        ------------------        ----------------------       ------------------
                                                     FEBRUARY 29,   AUGUST 31,  FEBRUARY 29,   AUGUST 31,  FEBRUARY 29,   AUGUST 31,
                                                         1996          1995         1996          1995          1996       1995
                                                       --------      --------     --------      --------     --------     --------
FROM INVESTMENT ACTIVITIES:
<S>                                               <C>               <C>          <C>           <C>           <C>         <C>       
  Net investment income.......................... $   2,104,834     4,472,979    10,352,070    20,853,807    7,817,288   15,676,786
  Net realized gain (loss) on investments........       199,770      (900,112)    3,411,075    (1,365,817)   2,268,552     (498,209)
  Net change in unrealized appreciation
    on investments...............................       475,158     1,720,049     4,254,575     7,497,113    9,278,228    3,178,301
                                                    -----------    ----------   -----------    ----------   ----------  -----------
    Change in net assets derived from investment
      activities.................................     2,779,762     5,292,916    18,017,720    26,985,103   19,364,068   18,356,878
                                                    -----------    ----------   -----------    ----------   ----------  -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
  Net investment income..........................    (2,104,061)   (4,472,853)  (10,341,946)  (20,852,276)  (7,811,284) (15,680,810)
  Net realized gain on investments...............             0             0             0             0            0   (1,423,246)
                                                    -----------    ----------   -----------    ----------   ----------  -----------
    Total distributions to shareholders..........    (2,104,061)   (4,472,853)  (10,341,946)  (20,852,276)  (7,811,284) (17,104,056)
                                                    -----------    ----------   -----------    ----------   ----------  -----------
FROM CAPITAL SHARE TRANSACTIONS (NOTE 3):
  Proceeds from sales of shares..................    11,844,371    50,256,918    44,505,370    83,210,172   41,419,529   69,814,068
  Net asset value of dividends reinvested........     1,673,083     3,659,833     7,972,836    15,963,090    5,297,351   11,600,463
  Cost of shares redeemed........................   (20,021,585)  (70,640,061)  (39,300,067) (136,048,570) (40,625,386) (84,059,454)
                                                    -----------    ----------   -----------    ----------   ----------  -----------
    Change in net assets derived from capital
      share transactions.........................    (6,504,131)  (16,723,310)   13,178,139   (36,875,308)   6,091,494   (2,644,923)
                                                    -----------    ----------   -----------    ----------   ----------  -----------
      Net increase (decrease) in net assets......    (5,828,430)  (15,903,247)   20,853,913   (30,742,481)  17,644,278   (1,392,101)
NET ASSETS:
  Beginning of period............................   104,723,262   120,626,509   417,550,144   448,292,625  276,085,045  277,477,146
                                                    -----------    ----------   -----------    ----------   ----------  -----------
  End of period..................................  $ 98,894,832   104,723,262   438,404,057   417,550,144  293,729,323  276,085,045
                                                    ===========    ==========   ===========    ==========   ==========  ===========
Undistributed net investment income..............  $      7,235         6,462        10,087           (37)       6,574          570
                                                    ===========    ==========   ===========    ==========   ==========  ===========
- -------------------

See the accompanying notes to financial statements.
</TABLE>


                                       33



BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
NOTES TO FINANCIAL STATEMENTS
February 29, 1996
(Unaudited)

(1)   SIGNIFICANT ACCOUNTING POLICIES

Benham California Tax-Free and Municipal Funds (BCTFMF) is registered under the
Investment Company Act of 1940 as an open-end management investment company.
Tax-Free Short-Term Fund, Tax-Free Intermediate-Term Fund, and Tax-Free
Long-Term Fund (collectively the "Funds") are three of the seven Funds composing
BCTFMF. Each Fund invests primarily in municipal debt securities that pay
interest exempt from federal and California income taxes. Significant accounting
policies followed by BCTFMF are summarized below.

VALUATION OF INVESTMENT SECURITIES--Securities held by the Funds are valued at
current market value as provided by an independent pricing service. When
valuations are not readily available, securities are valued at market value as
determined in good faith by or under the direction of the Board of Trustees.
Securities transactions are recorded on the date the order to buy or sell is
executed. Realized gains and losses on security transactions are determined on
the basis of identified cost.

INCOME TAXES--Each Fund of BCTFMF intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. By doing so, each Fund
will not be subject to federal or state income or franchise taxes to the extent
that it distributes its net investment income and net realized capital gains to
shareholders. Accordingly, no provision for income taxes has been made.

As of August 31, 1995, the Tax-Free Short-Term Fund, Tax-Free Intermediate-Term
Fund, and Tax-Free Long-Term Fund had capital loss carryovers of $608,877,
$1,686,723, and $498,209, respectively. No capital gain distributions will be
made by each fund until the loss carryovers have been offset or expired. The
capital loss carryovers will expire by August 31, 2003.

Due to the timing of dividend distributions and the differences in accounting
for gains and losses for financial statement and federal income tax purposes,
the fiscal year in which amounts are distributed may differ from the year in
which the income and realized gains (losses) were recorded by each Fund. The
differences between capital gains distributed on a book versus tax basis are
shown as excess distributions of realized capital gains in the accompanying
Financial Highlights.


                                       34


SHARE VALUATION--Each Fund's net asset value per share is computed each business
day by dividing the value of its total assets, less its liabilities, by the
total number of shares outstanding at the beginning of each business day. The
Funds' net asset values fluctuate daily in response to changes in the market
value of their investments.

INVESTMENT INCOME, PREMIUM, AND DISCOUNT--Interest income and expenses are
accrued daily. Premium on securities purchased is amortized daily on a
straight-line basis over the shorter period of purchase date to call date or
purchase date to maturity date. The Funds recognize market discount, if any,
upon the sale or maturity of securities. Original issue discount for municipal
securities is accrued daily using the effective interest rate method.

DIVIDENDS AND OTHER DISTRIBUTIONS--The Funds' dividends are declared daily,
accrued throughout the month, and distributed on the last business day of the
month. Each Fund distributes net capital gains, if any, once per year.
Distributions are paid in cash or reinvested as additional shares.

FUTURES CONTRACTS--The Variable-Price Funds may use futures transactions to
maintain cash reserves while remaining fully invested, to facilitate trading, to
reduce transaction costs, or to pursue higher investment returns when a futures
contract is priced more attractively than its underlying security or index.

Some futures contract strategies present a substantial risk of loss, due to both
the low margin deposits required and the high degree of leverage involved in
futures pricing. A relatively small movement in a futures contract may result in
immediate, substantial gains or losses to the contract holder. Gains from
futures transactions are subject to federal income tax when distributed to
shareholders.

Upon entering into a futures contract, the Fund is required to deposit either
cash or securities in an amount (initial margin) equal to a certain percentage
of the contract value. Subsequent payments (variation margin) are made or
received by the Fund. The variation margin is equal to the daily change in the
contract value and is recorded as unrealized gains and losses. The Fund
recognizes a realized gain or loss when the contract is closed or expires.

As of February 29, 1996, the following Fund had futures contracts outstanding:

             Number of                                           Net Unrealized
    Fund     Contracts     Type      Expiration Date    Value      Depreciation
- ---------  ------------  --------    ---------------   -------   ---------------
Tax-Free 
Long-Term             Municipal Bond 
Fund            10   Futures Contract March 31, 1996  $1,180,313      $2,817


                                       35


Securities with market value of $2,158,082 have been segregated at the custodian
bank for these contracts.

(2)   INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Benham Management Corporation (BMC) is a wholly owned subsidiary of Twentieth
Century Companies, Inc. (TCC). BMC's former parent company, Benham Management
International, Inc., merged into TCC on June 1, 1995. Each Fund pays Benham
Management Corporation (BMC) a monthly investment advisory fee based on its pro
rata share of the dollar amount derived from applying BCTFMF's average daily net
assets to the following annualized investment advisory fee schedule.

           .50% of the first $100 million 
           .45% of the next $100 million 
           .40% of the next $100 million 
           .35% of the next $100 million 
           .30% of the next $100 million 
           .25% of the next $1 billion 
           .24% of the next $1 billion
           .23% of the next $1 billion 
           .22% of the next $1 billion 
           .21% of the next $1 billion 
           .20% of the next $1 billion
           .19% of average daily net assets over $6.5 billion

BMC provides BCTFMF with all investment advice. TCC pays all compensation of
BCTFMF officers and trustees who are officers or directors of TCC or any of its
subsidiaries. In addition, promotion and distribution expenses are paid by BMC.

BCTFMF has an Administrative Services and Transfer Agency Agreement with Benham
Financial Services, Inc. (BFS), a wholly owned subsidiary of TCC. Under the
agreement, BFS provides substantially all administrative and transfer agency
services necessary to operate the Funds. Fees for these services are based on
transaction volume, number of accounts, and average net assets of all funds in
The Benham Group.

BCTFMF has an additional agreement with BMC pursuant to which BMC established a
contractual expense guarantee that limits each Fund's expenses (excluding
extraordinary expenses such as brokerage commissions and taxes) to .62% of
average daily net assets for the Funds. The agreement provides that BMC may
recover amounts (representing expenses in excess of the Fund's expense guarantee
rate) absorbed during the preceding 11 months, if, and to the extent that, for
any given month, the Fund's expenses were less than the expense 


                                       36

guarantee rate in effect at that time. The expense guarantee is subject to 
renewal in June 1996.

The payables to affiliates as of February 29, 1996, based on the above
agreements were as follows:

                                Tax-Free         Tax-Free          Tax-Free
                               Short-Term    Intermediate-Term     Long-Term
                                  Fund             Fund              Fund
                               ----------     --------------       ---------

Investment Advisor...........  $ 23,035          100,966            68,407
Administrative Services......     7,608           33,347            22,593
Transfer Agent...............     5,248           44,008            13,574
                                -------          -------           -------
                               $ 35,891          178,321           104,574
                                =======          =======           =======

As of February 29, 1996, the Tax-Free Intermediate-Term Fund had invested cash
in the Benham California Tax-Free Money Market Fund (a Fund of BCTFMF). The
terms of this transaction were identical to those of non-related entities except
that, to avoid duplicate investment advisory fees, the Fund does not pay BMC
investment advisory fees for assets invested in shares of the Tax-Free Money
Market Fund.

BCTFMF has a distribution agreement with Benham Distributors, Inc. (BDI), which
is responsible for promoting sales of and distributing the Fund's shares. BMC
pays all costs incurred by BDI. BDI is a wholly owned subsidiary of TCC.

(3)   SHARE TRANSACTIONS

Share transactions for each of the Funds for the six months ended February 29,
1996, and year ended August 31, 1995, were as follows:
<TABLE>
<CAPTION>
                     Tax-Free                   Tax-Free                 Tax-Free        
                    Short-Term              Intermediate-Term            Long-Term                                                  
                       Fund                       Fund                     Fund
                ------------------          ----------------          ----------------    
               Feb. 29,   Aug. 31,       Feb. 29,      Aug. 31,     Feb. 29,     Aug. 31,
                 1996       1995           1996          1995         1996         1995  
               --------   ---------      -------       -------      -------      ------- 
<S>           <C>         <C>          <C>          <C>          <C>           <C>      
Shares sold ..1,152,768   4,990,923     3,960,460    7,744,303    3,667,387    6,574,067 
Reinvestment                                                                           
of dividends..  162,696     363,362       709,706    1,484,142      467,115    1,093,963 
              ---------   ---------     ---------    ---------     --------    --------- 
              1,315,464   5,354,285     4,670,166    9,228,445    4,134,502    7,668,030 
Less shares                                                                            
redeemed.... (1,948,017) (7,036,430)   (3,502,248) (12,750,380)  (3,595,866)  (7,943,944)
              ---------   ---------     ---------    ---------    --------     ---------   
Net increase                                                                           
(decrease)                                                                             
in shares....  (632,553) (1,682,145)    1,167,918   (3,521,935)     538,636     (275,914)  
              =========   =========     =========    =========     ========    =========   
</TABLE>
                                                                  

                                       37


(4)   INVESTMENT SECURITIES -- PURCHASES, SALES AND/OR MATURITIES

Portfolio activity, excluding short-term securities, for the six-months ended
February 29, 1996, was as follows:

                                Tax-Free         Tax-Free          Tax-Free
                               Short-Term    Intermediate-Term     Long-Term
                                  Fund             Fund              Fund
                               ----------     --------------       ---------
Purchases................... $ 30,747,834      102,195,237        70,600,666
                              ===========       ==========        ==========
Sales proceeds.............. $ 36,702,190       89,563,036        63,832,339
                              ===========       ==========        ==========

As of February 29, 1996, unrealized appreciation (depreciation) was as follows:

                                Tax-Free         Tax-Free          Tax-Free
                               Short-Term    Intermediate-Term     Long-Term
                                  Fund             Fund              Fund
                               ----------     --------------       ---------
Appreciated securities......  $ 1,792,397       20,830,657        16,660,701
Depreciated securities......       (3,808)        (216,318)         (463,637)
                              -----------       ----------        ----------
Net unrealized appreciation.  $ 1,788,589       20,614,339        16,197,064
                              ===========       ==========        ==========

The cost of securities for financial reporting and federal income tax purposes
is the same.

(5)   EXPENSE OFFSET ARRANGEMENTS

Each Fund's Statement of Operations reflects custodial earnings credits. These
amounts are used to offset the custody fees payable by the Funds to the
custodian bank. The credits are earned when the Fund maintains a balance of
uninvested cash at the custodian bank. Beginning with the six months ending
February 29, 1996, the ratios of expenses to average daily net assets shown in
the Financial Highlights are calculated as if these credits had not been earned.


                                       38


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                          Tax-Free Short-Term Fund
                                                      Schedule of Investment Securities
                                                              February 29, 1996
                                                                 (Unaudited)

                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>         <C>       <C>   
$ 3,500,000  Anaheim Redevelopment Agency Local Government Financing Joint Power,
                MBIA Insured                                                           7.950%  09/01/98  $3,916,675    Aaa/AAA
  1,775,000  Burbank Redevelopment Agency West Olive Tax Allocation Series 1994,
                AMBAC Insured                                                          6.000   12/01/97   1,846,266    Aaa/AAA
  1,080,000  California Educational Facility Authority Project Series A                4.950   12/01/02   1,094,148    A/NR
  1,140,000  California Educational Facility Authority University Project Series A     4.550   12/01/99   1,148,926    A/NR
  1,450,000  California Health Facility Financing Authority Mills Hospital Revenue
                Series B, Connie Lee Insured                                           5.500   01/15/00   1,510,407    NR/AAA
  1,400,000  California Health Facility Financing Authority
                St. Francis Memorial Hospital                                          5.000   11/01/98   1,430,436    A/NR
  1,750,000  California Health Facility Financing Authority
                St. Francis Memorial Hospital Series 1993 A                            5.500   11/01/01   1,813,595    A/NR
  1,745,000  California Health Facility Financing Authority
                St. Joseph Hospital Certificate of Participation                       5.500   07/01/97   1,787,246    Aa/AA 
  1,435,000  California State Public Works Department of Corrections                   4.600   12/01/02   1,425,859    A/A-  
  1,600,000  California State Public Works Department of Justice Series A              5.500   05/01/00   1,664,464    A/A-  
  1,000,000  City of Los Angeles Convention Center Certificate of Participation Series 
                1989 A, Prerefunded at 101.5% of par                                   7.300   08/15/99   1,120,460    Aaa/AAA 
  1,380,000  City of Oakland Health Facility Authority Children's                                                                
                Hospital Series 1988 A, Connie Lee Insured                             5.000   07/01/97   1,405,958    NR/AAA  
  3,175,000  City of Whittier Health Revenue Presbyterian                                                                        
                Intercommunity Hospital, MBIA Insured                                  5.500   06/01/02   3,371,977    Aaa/AAA 
  1,700,000  Imperial Irrigation District Certificate of Participation                 5.625   05/01/97   1,742,449    Aa/A+   
  1,000,000  Imperial Irrigation District Certificate of Participation Series 1993, 
                California                                                             6.700   11/01/98   1,072,300    Aa/A+
  1,500,000  Irvine Ranch Water District, Letter of Credit-Sanwa Bank of California    3.750   03/01/96*  1,500,000    NR/A1
  1,140,000  Kern High School District, California, Series A, MBIA Insured             6.000   02/01/04   1,248,482    Aaa/AAA
  2,250,000  Long Beach Redevelopment Agency Revenue Downtown Redevelopment
                Series 1988 A, California, AMBAC Insured, Escrowed to Maturity         6.750   11/01/96   2,302,560    Aaa/AAA
</TABLE>


                                       39


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE SHORT-TERM FUND (Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 2,000,000  Los Angeles Airport Revenue Bonds Series 1989 A, California,
                Prerefunded at 102% of par                                             7.000%  05/01/97  $2,121,880    Aa/AA
  1,000,000  Los Angeles Building Authority California Department
                of General Services, Series A                                          4.900   05/01/03   1,011,390    A/A-
  1,435,000  Los Angeles City General Obligation Series 1995 A, FGIC Insured           5.000   09/01/00   1,481,379    Aaa/AAA
  1,000,000  Los Angeles County Metropolitan Transit Authority Sales Tax
                Revenue Proposition C, AMBAC Insured                                   5.900   07/01/02   1,091,650    Aaa/AAA
  1,500,000  Los Angeles Department of Water and Power
                Electric Revenue, Crossover refunded at 102% of par                    7.400   05/01/98   1,637,445    Aa/AA
  3,605,000  Los Angeles Municipal Corporation, MBIA Insured                           5.750   02/01/98   3,737,736    Aaa/AAA
  1,000,000  Los Angeles Waste Water System Revenue                                    6.700   02/01/00   1,083,110    A1/A
  2,000,000  Los Angeles Waste Water System Revenue, Prerefunded at 102% of par        6.800   08/01/98   2,178,900    Aaa/A
  2,000,000  Merced CSAC Lease Financing Program Series
                1992, California, FSA Insured                                          4.750   10/01/96   2,016,900    Aaa/AAA
  1,000,000  Metropolitan Water District of Southern California Waterworks Revenue     6.375   07/01/02   1,110,770    Aa/AA
  2,000,000  Metropolitan Water District of Southern California
                Waterworks Revenue Series 1991                                         6.100   07/01/99   2,129,600    Aa/AA
  1,950,000  Modesto Multifamily Housing Revenue Bond
                Revenue Series 1992 A, Letter of Credit-Bank of America                5.000   03/01/96   1,950,293    Aa3/NR
  1,865,000  Oakland-Alameda County Coliseum Lease Revenue,
                Letter of Credit-Canadian Imperial Bank                                4.400   02/01/00   1,872,274    Aa3/AA-
  1,365,000  Ontario Redevelopment Project #1 Center City Cimarron Project,
                MBIA Insured                                                           5.700   08/01/01   1,459,567    Aaa/AAA
  2,265,000  Orange County Municipal Water District Water Facility C Series B,
                Letter of Credit-Barclay's Bank                                        4.500   07/01/96   2,269,938    Aa2/AA
  1,500,000  Orange County Transportation Sales Tax, AMBAC Insured                     5.500   02/15/01   1,573,470    Aaa/AAA
  2,000,000  Rancho Water District Financing Authority,
                Letter of Credit-Toronto Dominion                                      4.700   09/15/01   2,009,640    Aa2/AA
  4,485,000  Sacramento Municipal Utility District Series D, California                4.600   11/15/98   4,552,096    A/A-
  2,000,000  San Bernardino County Medical Center Poject Series A, MBIA Insured        5.200   08/01/04   2,089,320    Aaa/AAA
  2,625,000  San Diego Regional Transportation Commission
                Sales Tax Series 1994 A, FGIC Insured                                  5.000   04/01/99   2,700,075    Aaa/AAA
  4,000,000  San Francisco Bay Area Rapid Transit, California, AMBAC Insured           4.600   07/01/97   4,013,640    Aaa/AAA
</TABLE>


                                       40


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE SHORT-TERM FUND (Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 1,085,000  San Francisco City and County General Obligation, FGIC Insured            6.000%  06/15/98  $1,137,026    Aaa/AAA
  2,930,000  San Francisco Port Commision Revenue Refunding                            5.250   07/01/99   3,013,710    A/BBB+
  1,000,000  San Mateo Transportation Sales Tax Series A, AMBAC Insured                6.500   06/01/98   1,075,000    Aaa/AAA
  1,185,000  South Coast Air Quality Limited Tax General Obligation, AMBAC Insured     5.500   08/01/01   1,255,721    Aaa/AAA
  2,135,000  Southern California Public Power Agency Pooled Transmission Authority
                Joint Power Series 1989, Prerefunded at 102% of par                    7.000   07/01/00   2,417,204    Aaa/AAA
  1,000,000  Southern California Public Power Authority Electric
                Revenue Bonds Series 1989                                              6.750   07/01/99   1,077,950    A/A
  1,510,000  State of California General Obligation                                    6.500   11/01/97   1,578,977    A1/A
  2,000,000  State of California General Obligation, AMBAC Insured                     6.500   04/01/98   2,107,580    Aaa/AAA
  2,325,000  State of California General Obligation, AMBAC Insured                     6.100   02/01/02   2,523,950    Aaa/AAA
  1,000,000  Turlock Irrigation District, MBIA Insured                                 5.000   01/01/03   1,034,750    Aaa/AAA
  4,980,000  University of California Revenue Series A, California,
                MBIA Insured, Prerefunded at 102% of par                               7.000   09/01/97   5,331,787    Aaa/AAA
  2,000,000  West Basin Water District Certificate of Participation Series 1991, AMBAC
                Insured, Escrowed to Maturity                                          6.100   08/01/98   2,110,160    Aaa/AAA
- ------------                                                                                            -----------
$95,765,000  Total Investment Securities (cost $98,368,507)                                            $100,157,096
============                                                                                            ===========

NR = Not Rated
 
- -------------------
* These variable interest rate securities have maturities greater than the indicated maturity dates but are redeemable upon demand 
  on the date indicated.  For purposes of calculating the Fund's weighted average maturity, the length to maturity of
  these instruments is considered to be the greater of the period until the interest rate is adjusted or until the principal can 
  be recovered by demand.
 
                                 PORTFOLIO COMPOSITION BY MARKET SECTOR

Prerefunded....................  19.49%              Electric........................  6.19%
Certificates of Participation..  12.87               Transportation..................  5.13
General Obligation.............  11.31               Solid Waste.....................  3.70
Hospital.......................  11.29               Other...........................  9.64
Water/Sewer....................  11.04                                               ------
Sales Tax......................   9.34               TOTAL...........................100.00%
                                                                                     ======
</TABLE>


                                       41


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                       Tax-Free Intermediate-Term Fund
                                                      Schedule of Investment Securities
                                                              February 29, 1996
                                                                 (Unaudited)

Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>
$ 3,800,000  Anaheim Police Facility Refinancing Project, AMBAC Insured                3.350%  03/06/96* $3,800,000    VMIG1/A-1
  4,060,000  Burbank Redevelopment Agency West Olive Tax
                Allocation Series 1994, AMBAC Insured                                  6.500   12/01/01   4,520,648    Aaa/AAA
  4,795,000  California Department of Water Resources
                Central Valley Project Series J-2                                      5.800   12/01/04   5,214,466    Aa/AA
  1,505,000  California Department of Water Resources
                Central Valley Project Series M                                        4.500   12/01/08   1,424,362    Aa/AA
  2,145,000  California Educational Facility Authority University
                of San Diego Series 1989, MBIA Insured                                 6.750   10/01/02   2,385,991    Aaa/AAA
  3,695,000  California Health Facility Financing Authority
                Catholic Healthcare Series A, MBIA Insured                             5.000   07/01/07   3,693,153    Aaa/AAA
  3,145,000  California Health Facility Financing Authority
                Catholic Healthcare Series 1995, AMBAC Insured                         6.000   07/01/04   3,457,141    Aaa/AAA
  1,500,000  California Health Facility Financing Authority
                Kaiser Permanente Series A                                             6.700   10/01/99   1,623,135    Aa3/AA
  1,500,000  California Health Facility Financing Authority Pomona Valley
                Hospital Medical Center Series A, MBIA Insured                         6.750   01/01/07   1,632,120    Aaa/AAA
  1,660,000  California Health Facility Financing Authority
                St. Francis Memorial Hospital Series A                                 5.375   11/01/00   1,698,711    A/NR
  1,280,000  California Health Facility Financing Authority
                St. Francis Memorial Hospital Series A                                 5.250   11/01/99   1,305,139    A/NR
  1,560,000  California Health Facility Financing Authority
                St. Francis Memorial Hospital Series A                                 5.750   11/01/04   1,607,081    A/NR
  1,745,000  California Health Facility Financing Authority
                St. Francis Memorial Hospital Series A                                 5.625   11/01/02   1,805,098    A/NR
  4,520,000  California Public Works Board Lease Revenue
                Secretary of State, AMBAC Insured                                      6.200   12/01/05   5,062,174    Aaa/AAA
  3,000,000  California Public Works Board University of
                California Series A, Various Projects                                  6.150   11/01/09   3,164,250    A1/A-
</TABLE>


                                       42


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INTERMEDIATE-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 3,250,000  California Public Works Energy-Efficiency Pooled Project Series 1991 A    6.000%  09/01/99  $3,432,358    A/BBB+
  4,325,000  California Public Works Series A                                          6.250   09/01/05   4,648,293    A/A-
  1,000,000  California Public Works University of California
                Project Series A, AMBAC Insured                                        5.900   12/01/03   1,093,800    Aaa/AAA
  3,500,000  California State Public Works Department of
                Corrections Series A, AMBAC Insured                                    5.250   12/01/05   3,661,525    Aaa/AAA
  2,500,000  California State Department of Veteran's Affairs Series A                 6.200   08/01/98   2,614,500    Aa/A+
  3,000,000  California State Public Works California State University
                Series 1992 A, Various Projects                                        5.700   10/01/99   3,140,220    A/A-
  1,415,000  California State Public Works Lease Revenue Series A                      5.200   06/01/07   1,410,118    A/A-
  3,710,000  California State Public Works Prison Board (Franchise Tax Board)
                Certificate of Participation                                           6.900   10/01/06   3,971,147    A/A-
  2,000,000  California State Public Works University of California Regents Series A   5.080** 09/01/00   1,621,580    A1/A
  3,100,000  California Statewide Association of Counties Oakland Convention
                Center Lease Revenue, AMBAC Insured                                    6.125   10/01/06   3,369,359    Aaa/AAA
  2,385,000  California Statewide Association of Counties
                St. Joseph Health System Certificate of Participation                  6.500   07/01/03   2,654,934    Aa/AA
  1,000,000  Castaic Lake Water Agency Certificate of Participation Series A,
                California, MBIA Insured                                               7.250   08/01/09   1,211,980    Aaa/AAA
  2,945,000  Castaic Lake Water Agency Certificate of Participation
                Series A, California, MBIA Insured                                     5.750   08/01/01   3,148,735    Aaa/AAA
  2,075,000  Chabot Las Positas Community College District
                Certificage of Participation, FSA Insured                              5.500   12/01/10   2,161,258    Aaa/AAA
  2,545,000  City and County of San Francisco General Obligation
                Series A, FGIC Insured                                                 5.300   06/15/07   2,613,002    Aaa/AAA
  2,080,000  City of Los Angeles Equipment Acquisition Project
                Certificate of Participation Series 1989 G                             7.300   10/01/96   2,124,491    A/NR
  1,045,000  City of Los Angeles General Obligation, FGIC  Insured                     5.600   09/01/07   1,093,916    Aaa/AAA
  3,980,000  City of Whittier Health Revenue Presbyterian Intercommunity
                Hospital, MBIA  Insured                                                6.000   06/01/06   4,374,776    Aaa/AAA
  1,465,000  City of Woodland Waste Water System Refunding Certificate of
                Participation, AMBAC Insured                                           6.000   03/01/06   1,615,016    Aaa/AAA
  2,500,000  Contra Costa County Public Facility Certificate of Participation, BIGI 
                Insured                                                                7.450   06/01/00   2,790,125    Aaa/AAA
</TABLE>


                                       43


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INTERMEDIATE-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 1,065,000  Contra Costa County Water District Revenue Series A,
                California, Prerefunded at 102% of par                                 7.000%  10/01/00  $1,208,231    NR/NR***
  1,750,000  East Bay Municipal Utilities District Revenue Refunding, FGIC Insured     4.900   06/01/09   1,717,275    Aaa/AAA
  2,255,000  East Bay Municipal Utilities District Revenue Refunding, FGIC Insured     4.800   06/01/08   2,214,884    Aaa/AAA
  1,625,000  East Bay Municipal Utilities District Revenue Refunding, FGIC Insured     4.700   06/01/07   1,598,269    Aaa/AAA
  5,000,000  East Bay Municipal Utilities District Revenue, MBIA Insured               5.000   06/01/06   5,094,100    Aaa/AAA
  3,485,000  East Bay Municipal Utilities District Waste System Revenue                6.100   06/01/06   3,773,906    A1/AA-
  2,570,000  East Bay Municipal Utilities District Waste Water System Revenue          6.000   06/01/05   2,785,288    A1/AA-
  1,640,000  Fairfield Water Revenue Refunding Series 1996, AMBAC Insured              4.900   04/01/08   1,621,222    Aaa/AAA
  3,325,000  Fairfield Water Revenue Refunding Series 1996, AMBAC Insured              4.800   04/01/07   3,292,481    Aaa/AAA
  6,850,000  Imperial Irrigation District Certificate of Participation, MBIA Insured   6.500   11/01/07   7,837,907    Aaa/AAA
  3,750,000  Irvine Assessment District No. 89-10 Variable Rate
                Demand Note, Letter of Credit-National Westminster Bank                3.150   03/01/96*  3,750,000    VMIG1/A-1+
  1,750,000  Loma Linda Hospital Revenue University Medical Center, AMBAC Insured      6.950   12/01/05   1,928,972    Aaa/AAA
  2,500,000  Los Angeles Airport Revenue Bond Series A, California, FGIC Insured       6.000   05/15/05   2,749,350    Aaa/AAA
  4,000,000  Los Angeles Capital Asset Lease Revenue, AMBAC Insured                    5.875   12/01/05   4,378,840    Aaa/AAA
  1,000,000  Los Angeles Convention Center Certificate of
                Participation, California, AMBAC Insured                               6.750   08/15/01   1,120,420    Aaa/AAA
  4,000,000  Los Angeles County Correctional Facility Project
                Certificate of Participation, MBIA Insured                             6.000   09/01/99   4,258,560    Aaa/AAA
  1,415,000  Los Angeles County Master Refund Project
                Certificate of Participation Series 1991                               6.400   05/01/00   1,462,728    Baa1/BBB+
  1,000,000  Los Angeles County Metropolitan Transit
                Authority Sales Tax Revenue, AMBAC Insured                             5.900   07/01/06   1,102,910    Aaa/AAA
  1,000,000  Los Angeles County Multiple Capital Facilities
                Project #2 Certificate of Participation                                6.900   03/01/01   1,056,070    Baa1/BBB+
  1,000,000  Los Angeles County Public Properties, California, BIGI Insured            6.250   04/01/00   1,077,990    Aaa/AAA
  1,500,000  Los Angeles County Public Properties Certificate of Participation         6.000   10/01/98   1,546,200    Baa1/BBB+
  2,650,000  Los Angeles County Public Properties Certificate of Participation         6.150   04/01/99   2,715,535    Baa1/BBB+
  2,000,000  Los Angeles County Transportation Commission
                Certificate of Participation Series B                                  6.250   07/01/04   2,202,520    A1/NR
  3,900,000  Los Angeles County Transportation Commission
                Certificate of Participation Series B                                  6.000   07/01/01   4,156,542    A1/NR
</TABLE>


                                       44


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INTERMEDIATE-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 4,765,000  Los Angeles County Transportation Commission
                Certificate of Participation Series B                                  6.200%  07/01/03  $5,154,825    A1/A+
  4,000,000  Los Angeles County Transportation Commission
                Sales Tax Revenue, FGIC Insured                                        5.875   07/01/02   4,333,360    Aaa/AAA
  3,515,000  Los Angeles County Transportation Commission
                Sales Tax Revenue Proposition C Series A                               6.200   07/01/04   3,890,367    A1/A+
  3,765,000  Los Angeles County Transportation Commission
                Sales Tax Revenue Proposition C Series A                               6.400   07/01/06   4,234,797    A1/A+
  3,000,000  Los Angeles County Transportation Commission
                Sales Tax Revenue Series 1992 A, MBIA  Insured                         5.700   07/01/01   3,197,520    Aaa/AAA
  2,500,000  Los Angeles County Transportation Commission
                Sales Tax Revenue Series A, Proposition A                              6.400   07/01/02   2,747,700    A1/AA-
  2,095,000  Los Angeles Department of Water and Power, FGIC Insured                   4.750   08/15/09   2,019,224    Aaa/AAA
  2,135,000  Los Angeles Department of Water and Power Electric Revenue                6.625   10/01/01   2,385,670    Aa/AA-
  1,000,000  Los Angeles Department of Water and Power
                Electric Revenue, FGIC Insured                                         6.300   04/15/06   1,092,030    Aaa/AAA
  1,000,000  Los Angeles Department of Water and Power
                Electric Revenue, MBIA Insured                                         5.700   01/15/05   1,072,970    Aaa/AAA
  4,685,000  Los Angeles Municipal Improvement Corporation
                Revenue, MBIA Insured                                                  6.000   02/01/03   5,111,897    Aaa/AAA
  2,000,000  Los Angeles Municipal Improvement Corporation
                Revenue Lease Series 1989, California                                  7.200   09/01/96   2,037,380    Aa/AA
  2,070,000  Los Angeles Municipal Improvement Corporation
                Revenue Lease Series A                                                 4.900   09/01/02   2,082,586    Aa/NR
  2,000,000  Los Angeles Solid Waste Project Certificate
                of Participation Series 1990                                           6.400   11/01/97   2,085,340    A1/AA
  4,780,000  Los Angeles Waste Water System Revenue, AMBAC Insured                     6.200   06/01/06   5,218,087    Aaa/AAA
  2,045,000  Los Angeles Waste Water System Revenue, MBIA Insured                      6.600   02/01/00   2,217,434    Aaa/AAA
  1,000,000  Los Angeles Waste Water System Revenue Series B                           6.800   06/01/02   1,100,130    A1/A
  7,190,000  Metropolitan Water District of Southern California Water Revenue          6.500   07/01/04   8,077,174    Aa/AA
  1,000,000  Metropolitan Water District of Southern California
                Waterworks Revenue                                                     6.625   07/01/06   1,129,310    Aa/AA
</TABLE>


                                       45


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INTERMEDIATE-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 3,715,000  Metropolitan Water District of Southern California
                Waterworks Revenue Refunding, MBIA Insured                             4.750%  07/01/09  $3,609,308    Aaa/AAA
  3,260,000  Metropolitan Water District of Southern California
                Waterworks Revenue Series A, MBIA  Insured                             5.600   07/01/10   3,371,818    Aaa/AAA
  2,000,000  Northern California Power Agency Geothermal
                Project R, AMBAC Insured                                               5.600   07/01/06   2,134,940    Aaa/AAA
 10,000,000  Northern California Power Agency Geothermal
                Project 3 Revenue, AMBAC Insured                                       5.500   07/01/05  10,586,800    Aaa/AAA
  1,500,000  Northern California Power Agency Multi-Capital
                Series A, MBIA Insured                                                 6.300   08/01/06   1,649,085    Aaa/AAA
  2,000,000  Northern California Power Agency Public Power
                Revenue Series A, MBIA Insured                                         6.200   08/01/05   2,199,520    Aaa/AAA
  1,000,000  Oakland Refunding Pension Financing Authority
                Certificate of Participation Series 1988 A, FGIC Insured               7.200   08/01/00   1,087,300    Aaa/AAA
  1,165,000  Ontario Redevelopment Financing Authority Local
                Agency Series A, Capital Guaranty Insured                              5.800   09/02/06   1,250,802    Aaa/AAA
  3,000,000  Orange County Sales Tax Revenue, FGIC Insured                             6.000   02/15/07   3,261,300    Aaa/AAA
  1,645,000  Orange County Transportation Sales Tax                                    5.750   02/15/05   1,718,581    Aa/AA
  7,500,000  Orange County Transportation Sales Tax
                Revenue, AMBAC Insured                                                 5.500   02/15/01   7,867,350    Aaa/AAA
  1,250,000  Orange County Water District Certificate of
                Participation Series 1990, Prerefunded at 102% of par                  7.000   08/15/00   1,418,900    Aaa/AAA
  1,900,000  Orange County Water District Certificate of
                Participation Series A, AMBAC Insured                                  4.900   08/15/02   1,930,457    Aaa/AAA
  1,000,000  Orange County West Valley Detention Center
                Certificate of Participation, Prerefunded at 102% of par               7.625   06/01/99   1,124,170    NR/NR***
  1,330,000  Oxnard Harbor District Revenue Refunding Series
                1995, Capital Guaranty Insured                                         7.000   08/01/04   1,554,278    Aaa/AAA
    350,000  Palomar/Pomerado Hospital District Revenue
                Bond Series 1989 A, MBIA Insured                                       6.600   11/01/96     357,630    Aaa/AAA
    750,000  Puerto Rico Commonwealth, MBIA Insured, Prerefunded at 101.5% of par      6.500   07/01/02     851,025    Aaa/AAA
    200,000  Puerto Rico Public Education and Health Revenue Series G,
                FGIC Insured, Prerefunded at 102% of par                               7.600   07/01/97     214,604    Aaa/AAA
</TABLE>


                                       46


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INTERMEDIATE-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 1,000,000  Ramona Municipal Water District Certificate of
                Participation Refunding, AMBAC Insured                                 6.900%  10/01/01  $1,125,650    Aaa/AAA
  1,010,000  Richmond Joint Powers Financing Authority Revenue Series A                5.300   05/15/06     989,659    NR/A
  2,000,000  Richmond Redevelopment Agency Tax Allocation Harbor
                Redevelopment, FSA Insured                                             7.000   07/01/09   2,269,240    Aaa/AAA
  1,225,000  Riverside County Transportation Commission
                Sales Tax Revenue, AMBAC  Insured                                      5.600   06/01/05   1,311,154    Aaa/AAA
  2,000,000  Riverside County Transportation Commission
                Sales Tax Revenue Series A                                             6.625   06/01/01   2,253,520    A/A+
  4,000,000  Riverside Transit Sales Tax Revenue Series A, AMBAC Insured               6.500   06/01/01   4,418,600    Aaa/AAA
  5,710,000  Sacramento Municipal Utility District Revenue Series C, MBIA Insured      5.750   11/15/07   6,056,540    Aaa/AAA
  1,700,000  Sacramento Municipal Utility District Electric Revenue
                Refunding Series A, MBIA Insured                                       6.250   08/15/07   1,848,155    Aaa/AAA
  9,000,000  Sacramento Municipal Utility District Electric Revenue
                Series A, MBIA Insured                                                 6.200   08/15/05   9,901,710    Aaa/AAA
  6,825,000  Sacramento Municipal Utility District Series
                1991 Z, FGIC Insured                                                   6.000   07/01/02   7,440,615    Aaa/AAA
  5,000,000  San Bernardino County Medical Center Project Series
                A Certificate of Participation, MBIA Insured                           5.750   08/01/07   5,374,950    Aaa/AAA
  8,090,000  San Diego Public Facility Financing Authority Sewer
                Revenue Series 1995, FGIC Insured                                      4.875   05/15/09   7,896,973    Aaa/AAA
  3,800,000  San Diego County Water Authority Certificate of Participation Series A    6.000   05/01/02   4,074,322    Aa/AA
  7,200,000  San Diego County Water Authority Certificate of Participation Series A    6.125   05/01/03   7,765,128    Aa/AA
  1,000,000  San Diego Regional Transportation Series 1992, FGIC Insured               5.500   04/01/05   1,062,000    Aaa/AAA
  3,505,000  San Diego Regional Transportation Series 1992, FGIC Insured               5.500   04/01/04   3,726,867    Aaa/AAA
  4,000,000  San Diego Regional Transportation Commission Sales
                Tax Revenue Series 1994 A, FGIC Insured                                6.000   04/01/04   4,387,240    Aaa/AAA
  2,410,000  San Francisco City and County Airport Commission
                Series 2 Revenue, MBIA Insured                                         6.350   05/01/01   2,642,011    Aaa/AAA
  1,000,000  San Francisco Bay Area Rapid Transit Revenue, FGIC Insured                5.350   07/01/07   1,033,710    Aaa/AAA
  1,250,000  San Francisco Bay Area Rapid Transit Sales Tax Revenue, FGIC Insured      6.400   07/01/05   1,366,550    Aaa/AAA
  2,100,000  San Francisco City & County Airport Commission
                Revenue Refunding, MBIA Insured                                        6.350   05/01/03   2,341,857    Aaa/AAA
</TABLE>


                                       47



<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INTERMEDIATE-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 3,405,000  San Francisco Port Commission Revenue Refunding                           5.625%  07/01/02  $3,571,879    A/BBB+
  2,000,000  San Jose Financing Authority Convention Center Revenue                    6.300   09/01/09   2,104,960    A1/A+
  3,950,000  San Jose Financing Authority Convention Center Revenue                    6.000   09/01/05   4,133,083    A1/A+
  4,580,000  San Jose Financing Authority Convention Center Revenue
                Refunding Series 1993                                                  6.100   09/01/06   4,794,344    A1/A+
  3,875,000  San Jose Redevelopment Agency Tax Allocation
                Series A, Escrowed to Maturity, MBIA  Insured                          6.000   08/01/02   4,225,222    Aaa/AAA
  1,015,000  Santa Ana Police Administration Holding Certificate
                of Participation Series A, MBIA Insured                                5.500   07/01/07   1,052,190    Aaa/AAA
  1,230,000  Santa Clara County Multi-Facilities Project Certificate
                of Participation, AMBAC Insured                                        6.000   05/15/05   1,332,557    Aaa/AAA
  2,000,000  Santa Clara County Multi-Facilities Project Certificate
                of Participation, AMBAC Insured                                        6.125   05/15/04   2,198,280    Aaa/AAA
  2,215,000  Santa Clara County Multi-Facilities Project Certificate
                of Participation, AMBAC Insured                                        6.000   05/15/01   2,393,795    Aaa/AAA
  1,785,000  South Sutter Hydroelectric Refunding Revenue, FGIC Insured                6.800   08/01/01   1,959,091    Aaa/AAA
  3,000,000  Southern California Public Power Authority Revenue Series 1989            6.750   07/01/01   3,328,950    A/A
  1,500,000  Southern California Public Power Agency Transmission
                Authority Project Series 1988 A                                        7.000   07/01/00   1,621,320    Aa/AA-
  3,090,000  Southern California Public Power Agency Transmission
                Project Revenue Series 1992, Junior Lien, MBIA Insured                 5.625   07/01/03   3,313,994    Aaa/AAA
  2,000,000  Southern California Public Power Authority Revenue Series A               6.750   07/01/00   2,186,140    A/A
  1,500,000  Southern California Rapid Transit District Certificate
                of Participation, MBIA Insured                                         6.500   07/01/07   1,641,030    Aaa/AAA
  4,065,000  Southern California Rapid Transit District Certificate
                of Participation Series 1991, MBIA Insured                             6.200   07/01/02   4,460,037    Aaa/AAA
  5,000,000  Southern California Rapid Transit District Certificate
                of Participation Workers Compensation, MBIA Insured                    6.400   07/01/04   5,482,950    Aaa/AAA
  2,000,000  Stanislaus County Refunding Certificate of Participation, MBIA Insured    5.500   05/01/06   2,107,380    Aaa/AAA
  1,950,000  State of California General Obligation                                    6.750   02/01/06   2,242,286    A1/A
  2,000,000  State of California General Obligation                                    7.000   08/01/05   2,344,340    A1/A
  1,175,000  State of California General Obligation, AMBAC Insured                     6.250   06/01/04   1,310,665    Aaa/AAA
  1,855,000  State of California General Obligation, FGIC  Insured                     7.000   11/01/06   2,208,823    Aaa/AAA
</TABLE>


                                       48


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE INTERMEDIATE-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 1,975,000  State of California General Obligation, MBIA Insured                      5.500%  04/01/07  $2,097,075    Aaa/AAA
  3,000,000  State of California General Obligation, MBIA Insured                      6.000   09/01/03   3,292,950    Aaa/AAA
  3,000,000  State of California General Obligation, AMBAC Insured                     6.800   05/01/01   3,350,880    Aaa/AAA
 10,000,000  State of California General Obligation, AMBAC  Insured                    6.500   03/01/02  11,122,800    Aaa/AAA
  3,000,000  University of California Multipurpose Project
                Revenue Series A, California, MBIA Insured                             6.000   09/01/02   3,276,960    Aaa/AAA
  1,650,000  Y/S School Facility Financing Authority Special Tax, MBIA Insured         5.750   09/01/07   1,726,149    Aaa/AAA
- ------------                                                                                           ------------
$400,510,000 Total Investment Securities (cost $408,722,713)                                          $ 429,337,052
============                                                                                           ============

NR = Not Rated

- -------------------
*  These variable interest rate securities have maturities greater than the indicated maturity dates but are redeemable upon 
   demand on the date indicated.For purposes of calculating the Fund's weighted average maturity, the length to maturity of
   these instruments is considered to be the greater of the period until the interest rate is adjusted or until the principal can 
   be recovered by demand.
** These securities are zero-coupon municipal bonds. The yield to maturity at current market value is shown instead of a stated 
   coupon rate.  Zero-coupon securities are purchased at a substantial discount from their value at maturity.
***Prerefunded with U.S. government securities, not re-rated.

                                 PORTFOLIO COMPOSITION BY MARKET SECTOR

Certificates of Participation..  25.46%              Transportation.................   3.62%
Water/Sewer....................  20.52               Higher Education...............   3.44
Electric.......................  12.51               Prerefunded....................   2.62
Sales Tax......................  11.44               Other..........................   6.87
General Obligation.............   7.43                                               ------
Hospital.......................   6.09               TOTAL.......................... 100.00%
                                                                                     ======
</TABLE>


                                       49


<TABLE>
<CAPTION>
                                               BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                                                           Tax-Free Long-Term Fund
                                                      Schedule of Investment Securities
                                                              February 29, 1996
                                                                 (Unaudited)

MUNICIPAL SECURITIES-98.7%
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                       <C>     <C>       <C>           <C>  
$ 2,300,000  Alameda County Certificate of Participation
                Capital Project Series 1989, California, MBIA Insured                  6.420%**06/15/17  $  670,933    Aaa/AAA
  4,100,000  Anaheim Refunding Project Certificate of Participation,
                Letter of Credit-Industrial Bank of Japan (VRDN)                       3.050   03/06/96*  4,100,000    VMIG1/NR
  2,700,000  Brea Public Financing Authority Revenue
                Project Area AB Series 1991, MBIA Insured                              7.000   08/01/15   3,017,439    Aaa/AAA
  2,500,000  Brea Redevelopment Agency Tax Allocation Project A, MBIA Insured          5.500   08/01/17   2,458,200    Aaa/AAA
  6,000,000  California Educational Facility Authority for
                Santa Clara University, MBIA Insured                                   6.250   02/01/16   6,370,560    Aaa/AAA
  1,300,000  California Educational Facility Authority for
                Stanford University Series I                                           7.125   01/01/19   1,418,092    Aaa/AAA
  2,000,000  California Educational Facility Authority for
                University of Redlands                                                 6.000   10/01/25   2,000,700    A/NR
  2,500,000  California Health Facilities Financing Authority
                Adventist Health System Series 1991 B, MBIA Insured                    6.750   03/01/14   2,753,475    Aaa/AAA
  2,775,000  California Health Facilities Financing Authority
                Episcopal Homes Series 1985 A, State Insured                           7.800   07/01/15   3,021,059    NR/A
  1,730,000  California Health Facilities Financing Authority
                Gould Medical Center Series A, State
                Insured, Escrowed to Maturity                                          7.300   04/01/20   2,069,513    NR/A
  5,165,000  California Health Facilities Financing Authority
                St. Francis Memorial Hospital Series 1993 C                            5.875   11/01/23   5,242,630    A/NR
  3,000,000  California Health Facilities Financing Authority
                Kaiser Permanente Series A                                             6.140** 10/01/09   1,403,310    Aa3/AA
  6,420,000  California Health Facilities Financing Authority Kaiser Permanente        7.000   01/01/18   6,996,259    Aa3/AA
  4,915,000  California Health Facilities Financing Authority
                Kaiser Permanente Series A                                             6.500   12/01/20   5,280,283    Aa3/AA
</TABLE>


                                       50


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE LONG-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 1,500,000  California Health Facilities Financing Authority H.M. Newhall
                Memorial Hospital Series 1988 A, State Insured                         8.000%  10/01/18  $1,651,845    NR/A
  5,000,000  California Health Facilities Financing Authority
                Mills Hospital Revenue Series B, Connie Lee Insured                    5.750   01/15/15   5,029,750    NR/AAA
  2,000,000  California Health Facilities Financing Authority
                Revenue Series A, State Insured                                        6.750   03/01/20   2,127,540    NR/A
  1,400,000  California Housing Finance Agency Multi-Unit                              6.750   02/01/09   1,404,662    A1/A+
  1,290,000  California Housing Finance Agency Multi-Unit Rental                       6.875   02/01/22   1,295,443    A1/A+
  1,150,000  California Housing Finance Authority Home Mortgage Series 1987 C          6.800   08/01/17   1,213,434    Aa/AA-
  2,000,000  California Housing Finance Authority Home Mortgage Series 1987 A          8.200   08/01/17   2,104,160    Aa/AA-
  5,125,000  California Housing Finance Authority Home Mortgage Series 1994 G          7.250   08/01/17   5,452,282    Aa/AA-
  1,500,000  California Pollution Control Revenue for Southern
                California Edison Series D                                             6.850   12/01/08   1,606,935    A2/A+
 17,000,000  California State Public Works Department of
                Corrections, Capital Guaranty Insured                                  5.250   06/01/15  16,606,110    Aaa/AAA
  1,150,000  California State Public Works Department of
                Corrections State Prisons Series A, AMBAC Insured                      5.250   12/01/13   1,140,075    Aaa/AAA
  2,500,000  California State Public Works Department of
                Corrections State Prisons Series A, AMBAC Insured                      5.000   12/01/19   2,355,675    Aaa/AAA
  1,410,000  California State New Prison Construction Series 1984 B                   10.000   08/01/03   1,881,462    A1/A
  3,000,000  California State Public Works Lease Revenue Series A                      5.750   09/01/21   2,927,520    A/A-
  3,500,000  California State Public Works California State
                University Series 1992 A, Various Projects                             6.700   10/01/17   3,838,415    A/A-
  1,000,000  California State Public Works University of California Project            6.625   12/01/19   1,096,640    A/A-
  1,000,000  California State Public Works Prison Board
                (Franchise Tax Board) Certificate of Participation                     6.900   10/01/06   1,070,390    A/A-
  4,500,000  California Statewide Community Development
                Authority Certificates of Participation for
                United Medical Center, State Insured                                   6.750   12/01/21   4,808,565    NR/A
  4,000,000  California Statewide Community Development
                Authority Sisters of Charity Leavenworth                               5.000   12/01/23   3,609,080    Aa/NR
  3,030,000  City of Alameda Sewer System Certificate of
                Participation, AMBAC Insured                                           4.875   03/01/18   2,788,206    Aaa/AAA
</TABLE>


                                       51


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE LONG-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 2,580,000  City of Concord Joint Power Financing Authority Concord Police
                Facilities Project Lease Revenue Series 1993, California               5.250%  08/01/13  $2,470,556    A/NR
  1,000,000  Coachella Valley Water District #71                                       6.750   10/01/12   1,076,190    A/NR
  8,000,000  Compton Redevelopment Agency Tax Allocation
                Series 1995 A, Capital Guaranty Insured                                6.500   08/01/13   8,881,040    Aaa/AAA
  2,510,000  Fontana Public Financing Authority Series 1993 A, MBIA Insured            5.000   09/01/20   2,331,037    Aaa/AAA
  1,500,000  Fresno Sewer System Revenue Series 1995 A, MBIA Insured                   4.750   09/01/26   1,333,515    Aaa/AAA
  1,500,000  Irvine Ranch Water District, Letter of Credit-Sanwa
                Bank of California (VRDN)                                              3.750   03/01/96*  1,500,000    NR/A1
  5,000,000  Irvine Ranch Water District Joint Powers Agency
                Local Pool Revenue, California, GIC                                    7.800   02/15/08   5,334,850    NR/A+
  1,900,000  Irvine Ranch Water District Joint Powers Agency
                Local Pool Revenue, California, GIC                                    7.875   02/15/23   2,015,919    NR/A+
  1,815,000  Kern County High School District General
                Obligation, MBIA Insured                                               7.150   08/01/14   2,221,832    Aaa/AAA
  2,125,000  Laverne Regional Development Agency Certificate
                of Participation Capital Improvement Bonds
                Series 1988, California, BIGI Insured                                  7.450   11/01/18   2,328,618    Aaa/AAA
  4,050,000  Los Angeles County Transportation Commission
                Sales Tax Refunding Revenue Series
                1989 A, California, MBIA Insured                                       5.630** 07/01/02   2,874,083    Aaa/AAA
  3,000,000  Los Angeles County Transportation Commission
                Sales Tax Revenue Series A                                             7.400   07/01/15   3,333,720    A1/AA-
  5,000,000  Los Angeles Department of Water and Power
                Electric Revenue, MBIA Insured                                         4.750   11/15/19   4,478,700    Aaa/AAA
  6,000,000  Los Angeles Department of Water and Power
                Electric Revenue, MBIA Insured                                         5.375   09/01/23   5,766,960    Aaa/AAA
  1,000,000  Los Angeles Municipal Improvement Lease Revenue Library
                Series A, California, Prerefunded at 102% of par                       7.100   06/01/99   1,110,920    NR/A+
  2,000,000  Los Angeles Metropolitan Transportation Sales Tax Series A, FGIC Insured  5.000   07/01/21   1,839,700    Aaa/AAA
  1,000,000  Los Angeles Transportation Sales Tax Revenue, MBIA Insured                6.500   07/01/13   1,098,400    Aaa/AAA
  2,420,000  Los Angeles Waste Water System Revenue Series C, California               6.900   06/01/09   2,634,557    A1/A
  3,050,000  Los Angeles Waste Water System Revenue Series C, California               7.100   06/01/18   3,341,611    A1/A
</TABLE>


                                       52


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE LONG-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 5,830,000  Modesto, Stockton, Redding Public Power Agency San Juan
                Project Series D, MBIA Insured                                         6.750%  07/01/20  $6,875,202    Aaa/AAA
  2,650,000  Metropolitan Water District of Southern California Water Revenue          6.625   07/01/01   2,992,672    Aa/AA
  8,000,000  Metropolitan Water District of Southern California Water Revenue          5.750   08/10/18   8,276,560    Aa/AA
  4,910,000  Northern California Power Agency Public Power
                Hydroelectric Project #1 Series E                                      7.150   07/01/24   5,299,658    A/A-
  3,000,000  Oakland Redevelopment Agency Tax
                Allocation, California, AMBAC Insured                                  5.500   02/01/14   3,049,590    Aaa/AAA
  4,750,000  Orange County Civic Center Expansion Certificate
                of Participation, AMBAC Insured                                        6.700   08/01/18   5,155,745    Aaa/AAA
  3,000,000  Orange County Water District Certificate of
                Participation Series 1989, California, AMBAC Insured                   6.500   08/15/11   3,249,240    Aaa/AAA
  1,500,000  Orange County West Valley Detention Center
                Certificate of Participation, Prerefunded at 102% of par               7.625   06/01/99   1,686,255    NR/NR***
  5,750,000  Riverside County Transportation Authority Sales
                Tax Revenue Series A, California, Prerefunded at 102% of par           6.500   06/01/01   6,445,348    Aaa/AAA
  1,000,000  Sacramento Lease Revenue Series A, AMBAC Insured                          5.375   11/01/14     999,920    Aaa/AAA
  1,000,000  San Bernardino County Medical Center Series A
                Certificate of Participation, MBIA Insured                             5.500   08/01/22     977,480    Aaa/AAA
  1,000,000  San Bernardino Valley Municipal Water
                District, Prerefunded at 102% of par                                   6.750   07/01/00   1,118,930    A/A
  3,500,000  San Diego Transportation Sales Tax Revenue
                Series 1991 A, California, Escrowed to Maturity                        5.470** 04/01/04   2,388,505    Aaa/AA-
  1,000,000  San Francisco City and County Redevelopment
                Hotel Tax, Capital Guaranty Insured                                    6.750   07/01/15   1,127,280    Aaa/AAA
  5,000,000  San Jose Financing Authority Central Services Series D                    5.250   10/15/23   4,600,700    A1/A+
  5,500,000  San Jose Financing Authority Community Facilities Project                 5.625   11/15/18   5,294,905    A1/A+
  3,000,000  San Jose Convention Center                                                6.375   09/01/13   3,112,050    A1/A+
  4,000,000  San Mateo County Joint Power Finance Authority
                Lease Revenue-Cap Projects, MBIA Insured                               6.000   07/01/19   4,307,600    Aaa/AAA
  3,475,000  San Mateo Joint Power Finance Authority Lease
                Revenue, California, MBIA Insured                                      6.500   07/01/16   3,959,380    Aaa/AAA
  3,000,000  San Pablo Redevelopment Agency Merged Project, FGIC Insured               5.250   12/01/23   2,838,600    Aaa/AAA
</TABLE>


                                       53


<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE LONG-TERM FUND(Continued)
====================================================================================================================================
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 3,500,000  Santa Ana Financial Authority Lease Revenue
                Police, MBIA Insured                                                   6.250%  07/01/15  $3,869,635    Aaa/AAA
  5,150,000  Santa Clara/San Mateo Counties Midpeninsula Open Space District           7.000   09/01/14   5,677,824    NR/A+
  2,000,000  South Orange County Financial Authority Special Tax Revenue
                Series A, California, MBIA Insured                                     7.000   09/01/11   2,376,420    Aaa/AAA
  3,260,000  Southern California Multiple Projects Series 1989                         6.000   07/01/18   3,266,454    A/A
  3,000,000  Southern California Public Power Agency Palo
                Verde Series 1989 A, AMBAC Insured                                     5.580** 07/01/04   2,001,930    Aaa/AAA
  1,425,000  Southern California Public Power Agency Pooled
                Transportation Authority Project Series 1989                           7.000   07/01/09   1,538,359    A/A
  3,730,000  Southern California Public Power Authority Revenue
                Multipurpose Projects Series 1989                                      6.750   07/01/13   4,289,649    A/A
  7,315,000  Southern California Public Power Authority Revenue
                Multipurpose Projects Series 1989                                      6.750   07/01/12   8,398,937    A/A
  1,000,000  Southern California Public Power Authority San Juan
                Series A, MBIA Insured                                                 5.000   01/01/20     922,120    Aaa/AAA
  4,000,000  Southern California Public Power Authority
                Transmission Series A, MBIA Insured                                    5.000   07/01/22   3,673,760    Aaa/AAA
  5,000,000  State of California General Obligation                                    5.750   03/01/19   5,022,250    A1/A
  3,000,000  State of California General Obligation, AMBAC Insured                     6.125   10/01/11   3,315,810    Aaa/AAA
- ------------                                                                                            -----------
 279,155,000 Total Municipal Securities                                                                 284,891,618
- ------------                                                                                            -----------
</TABLE>


                                       54



<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT SECURITIES - TAX-FREE LONG-TERM FUND(Continued)
====================================================================================================================================
MUNICIPAL DERIVATIVES--1.3%1
                                                                                                           Value       Rating
Face Value                                  Issue                                     Coupon   Maturity   (Note 1)   Moody's/S&P
- -----------  ---------------------------------------------------------------------    ------   --------    ------    -----------
<S>          <C>                                                                      <C>      <C>       <C>           <C>
$ 4,000,000  Northern California Transmission Agency Series 1993 A, California,
                Inverse Floater, Residual Interest Bonds, MBIA Insured                 6.770%  04/29/24  $3,750,000    Aaa/AAA
- -----------                                                                                             -----------
  4,000,000  Total Municipal Derivatives                                                                  3,750,000
- -----------                                                                                             -----------
$283,155,000 Total Investment Securities (cost $272,444,554)                                           $288,641,618
============                                                                                            ===========

NR = Not Rated

- -------------------
*  These variable interest rate securities have maturities greater than the indicated maturity dates but are redeemable upon demand 
   on the date indicated.  For purposes of calculating the Fund's weighted average maturity, the length to maturity of these 
   instruments is considered to be the greater of the period until the interest rate is adjusted or until the principal can be 
   recovered by demand. 
** These securities are zero-coupon municipal bonds. The yield to maturity at current market value is shown instead of a stated 
   coupon rate.  Zero-coupon securities are purchased at a substantial discount from their value at maturity.
***Prerefunded with U.S. government securities, not re-rated.
1  Inverse floaters bear interest rates that move inversely to market interest rates. Inverse floaters typically have durations 
   twice as long as long-term bonds, which may cause them to be twice as volatile as long-term bonds when market interest rates 
   change. The Long-Term Fund is limited to 10% of its net assets in inverse floaters.

                                  PORTFOLIO COMPOSITION BY MARKET SECTOR

 Certificates of Participation....  25.26%           General Obligation.............   5.48%
 Hospital.........................  14.35            Higher Education...............   4.65
 Electric.........................  12.85            Prerefunded....................   4.55
 GIC..............................   8.42            Other..........................  12.02
 Tax Allocation...................   6.63                                            ------
 Water/Sewer......................   5.79             TOTAL......................... 100.00%
                                                                                     ======
</TABLE>


                                       55



                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                       56


TRUSTEES

James M. Benham
Albert A. Eisenstat
Ronald J. Gilson
Myron S. Scholes
Kenneth E. Scott
Ezra Solomon
Isaac Stein
James E. Stowers, III
Jeanne D. Wohlers

OFFICERS

James M. Benham
Chairman of the Board

John T. Kataoka
President and Chief Executive Officer

Maryanne Roepke
Treasurer and Chief Financial Officer

Douglas A. Paul
Vice President, Secretary
and General Counsel

Ann N. McCoid
Controller

[company logo] The Benham Group
Part of the Twentieth Century Family of Mutual Funds

     1665 Charleston Road
     Mountain View, CA 94043
     
     1-800-321-8321

     Not authorized for distribution unless preceded or
     accompanied by a current fund prospectus

     Benham Distributors, Inc.     4/96 Q080
          


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