BENHAM CALIFORNIA TAX FREE TRUST /
485BPOS, 1996-12-24
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                X
                                                                     -----

         File No. 2-82734:

         Pre-Effective Amendment No.____

         Post-Effective Amendment No._24_                              X
                                                                     -----
                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        X
                                                                     -----

         File No. 811-3706:

         Amendment No._28_


         BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
         (Exact Name of Registrant as Specified in Charter)

         4500 Main Street, Kansas City, MO  64141-6200
         (Address of Principal Executive Offices)

         Registrant's Telephone Number, including Area Code:  415-965-8300

         Douglas A. Paul
         General Counsel
         1665 Charleston Road, Mountain View, CA  94043
         (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Immediately, upon effectiveness 
(first offered 8/1/84)

It is proposed that this filing become effective:

     __X__ immediately upon filing pursuant to paragraph (b) of Rule 485 
     _____ on (date) pursuant to paragraph (b) of Rule 485 
     _____ 60 days after filing pursuant to paragraph (a) of Rule 485 
     _____ on (date) pursuant to paragraph (a)(1) of Rule 485 
     _____ 75 days after filing pursuant to paragraph (a) (2) of Rule 485 
     _____ on (date) pursuant to paragraph (a)(2) of Rule 485

- --------------------------------------------------------------------------------
Registrant has elected to register an indefinite number of shares of beneficial
interest under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. On October 16, 1996, the Registrant filed a Rule
24f-2 Notice on Form 24f-2 with respect to its fiscal year ended August 31,
1996.





                 BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                    1933 Act Post-Effective Amendment No. 24
                            1940 Act Amendment No. 28

                                    FORM N-1A
                              CROSS-REFERENCE SHEET


PART A:  PROSPECTUS

ITEM      PROSPECTUS CAPTION

1         Cover Page

2         Transaction and Operating Expense Table

3         Financial Highlights, Performance Advertising

4         Further Information About American Century, Investment 
          Policies of the Funds, Investment Objectives of the Funds, Risk 
          Factors and  Investment Techniques, Other Investment Practices,
          Their Characteristics and Risks

5         Investment Management, Transfer and Administrative Services, Financial
          Highlights

5A        Not Applicable

6         Further Information About American Century, How to Redeem Shares, 
          Cover Page, Distributions, Taxes

7         How to Open an Account, Distribution of Fund Shares, Cover Page, Share
          Price, Transfer and Administrative Services, How to Exchange from One
          Account to Another

8         How to Redeem Shares, Transfer and Administrative Services

9         Not Applicable



PART B:  STATEMENT OF ADDITIONAL INFORMATION

ITEM      STATEMENT OF ADDITIONAL INFORMATION CAPTION

10        Cover Page

11        Table of Contents

12        About the Trust

13        Investment Policies and Techniques, Investment Restrictions, Portfolio
          Transactions

14        Trustee and Officers

15        Additional Purchase and Redemption Information, Trustees and Officers

16        Investment Advisory Services, Transfer and Administrative Services, 
          About the Trust, Expense Limitation Agreement

17        Portfolio Transactions

18        About the Trust

19        Additional Purchase and Redemption Information, Valuation of Portfolio
          Securities

20        Taxes

21        Distribution of Fund Shares, Additional Purchase and Redemption 
          Information

22        Performance

23        Cover Page





                                   PROSPECTUS

                                 [company logo]
                                    American
                                  Century(sm)

                                 January 1, 1997

                                     BENHAM
                                    GROUP(R)

                        California Tax-Free Money Market
                        California Municipal Money Market
                        California Limited-Term Tax-Free
                      California Intermediate-Term Tax-Free
                          California Long-Term Tax-Free
                         California High-Yield Municipal
                           California Insured Tax-Free

                                  [cover page]

                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS

American Century  Investments offers you nearly 70 fund choices covering stocks,
bonds, money markets,  specialty investments and blended portfolios. To help you
find the funds that may meet your investment needs,  American Century funds have
been divided into three groups based on investment  style and objectives.  These
groups, which appear below, are designed to help simplify your fund decisions.

                          AMERICAN CENTURY INVESTMENTS

        Benham Group         American Century Group   Twentieth Century(R) Group

     MONEY MARKET FUNDS        ASSET ALLOCATION &
    GOVERNMENT BOND FUNDS        BALANCED FUNDS             GROWTH FUNDS
   DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS    INTERNATIONALFUNDS
    MUNICIPAL BOND FUNDS         SPECIALTY FUNDS


    California Tax-Free
     Money Market Fund o

    California Municipal
     Money Market Fund o

  California Limited-Term
       Tax-Free Fund o

  California Intermediate-
    Term Tax-Free Fund o

    California Long-Term
       Tax-Free Fund o

    California High-Yield
      Municipal Fund o

     California Insured
       Tax-Free Fund

 
                                   PROSPECTUS
                                 JANUARY 1, 1997

             CALIFORNIA TAX-FREE MONEY MARKET o CALIFORNIA MUNICIPAL
          MONEY MARKET o CALIFORNIA LIMITED-TERM TAX-FREE o CALIFORNIA
          INTERMEDIATE-TERM TAX-FREE o CALIFORNIA LONG-TERM TAX-FREE o
         CALIFORNIA HIGH-YIELD MUNICIPAL o CALIFORNIA INSURED TAX-FREE

            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


American Century California  Tax-Free and Municipal Funds are a part of American
Century  Investments,  a family of funds that includes  nearly 70 no-load mutual
funds  covering a variety of investment  opportunities.  Seven of the funds from
our Benham  Group,  which seek to obtain  interest  income  that is exempt  from
federal and California  income taxes,  are described in this  Prospectus.  Their
investment  objectives are listed on page 2 of this Prospectus.  The other funds
are described in separate prospectuses.

American Century offers investors a full line of no-load funds, investments that
have no sales charges or commissions.

This  Prospectus  gives you  information  about the Funds that you  should  know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated January 1, 1997,  and filed with the  Securities and Exchange
Commission  ("SEC").  It is incorporated  into this Prospectus by reference.  To
obtain a copy without charge, call or write:

                          American Century Investments
                       4500 Main Street o P.O. Box 419200
                Kansas City, Missouri 64141-6200 o 1-800-345-2021
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-753-1865
                        Internet: www.americancentury.com

Additional   information,   including  this  Prospectus  and  the  Statement  of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus                                                                     1

                       INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY - BENHAM CALIFORNIA TAX-FREE
MONEY MARKET FUND

AMERICAN CENTURY - BENHAM CALIFORNIA MUNICIPAL
MONEY MARKET FUND

California Tax-Free Money Market and California Municipal Money Market are money
market funds which seek to obtain as high a level of interest income exempt from
federal and  California  income taxes as is consistent  with prudent  investment
management and conservation of shareholders'  capital. THERE CAN BE NO ASSURANCE
THAT THESE FUNDS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE PER SHARE.

AMERICAN CENTURY - BENHAM CALIFORNIA
LIMITED-TERM TAX-FREE FUND

AMERICAN CENTURY - BENHAM CALIFORNIA
INTERMEDIATE-TERM TAX-FREE FUND

AMERICAN CENTURY - BENHAM CALIFORNIA
LONG-TERM TAX-FREE FUND

California  Limited-Term  Tax-Free,  California  Intermediate-Term  Tax-Free and
California  Long-Term Tax-Free seek to obtain as high a level of interest income
exempt from federal and  California  income taxes as is consistent  with prudent
investment management and conservation of shareholders' capital.

AMERICAN CENTURY - BENHAM CALIFORNIA
HIGH-YIELD MUNICIPAL FUND

California  High-Yield  Municipal  seeks to  provide  as high a level of current
income exempt from federal and California income taxes as is consistent with its
investment  policies,   which  permit  investment  in  lower-rated  and  unrated
municipal securities.

AMERICAN CENTURY - BENHAM CALIFORNIA
INSURED TAX-FREE FUND

California  Insured  Tax-Free seeks to provide as high a level of current income
exempt from federal and California  income taxes as is consistent with safety of
principal through investment in insured California municipal securities.

AN  INVESTMENT  IN THE  FUNDS IS  NEITHER  INSURED  NOR  GUARANTEED  BY THE U.S.
GOVERNMENT.

For  ease  of  reference,  the  Funds  sometimes  will  be  referred  to in this
Prospectus by their investment category or fund type.  California Tax-Free Money
Market and  California  Municipal  Money  Market are  referred  to as the "Money
Market  Funds." The other five funds are sometimes  referred to as the "Variable
Price Funds."

EACH OF THE FUNDS  CONCENTRATES ITS INVESTMENTS  GEOGRAPHICALLY  BY INVESTING IN
SECURITIES ISSUED BY AGENCIES, INSTRUMENTALITIES AND MUNICIPALITIES OF THE STATE
OF  CALIFORNIA.  BECAUSE OF THIS  CONCENTRATION,  THE FUNDS MAY BE RISKIER  THAN
SIMILAR MUTUAL FUNDS WITH NO GEOGRAPHIC CONCENTRATION.

There is no assurance  that the Funds will achieve their  respective  investment
objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  TO GIVE ANY  INFORMATION  OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.


2    Investment Objectives                          American Century Investments


                                TABLE OF CONTENTS


Transaction and Operating Expense Table......................4
Financial Highlights.........................................5

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds............................12
   California Tax-Free Money Market, California
   Municipal Money Market, California Limited-Term
   Tax-Free, California Intermediate-Term Tax-Free,
   California Long-Term Tax-Free............................12
   California High-Yield Municipal..........................12
   California Insured Tax-Free..............................12
Portfolio Investment Quality and Maturity
   Guidelines...............................................13
   Money Market Funds.......................................13
   Variable Price Funds.....................................13
Risk Factors and Investment Techniques......................14
   Basic Fixed Income Investment Risks......................14
     Interest Rate Risk.....................................15
     Credit Risk............................................15
     Liquidity Risk.........................................15
     Concentration Risk.....................................15
     Call Risk..............................................15
   California Obligations...................................15
   Special Considerations Regarding
     California High-Yield Municipal........................16
   California Insured Tax-Free: Insurance Feature...........16
   Municipal Securities.....................................16
Tax-Exempt Securities.......................................18
Other Investment Practices, Their Characteristics
   and Risks................................................18
   Portfolio Turnover.......................................18
   When-Issued and Forward Commitment
     Agreements.............................................18
   Interest Rate Futures Contracts and
     Options Thereon........................................18
   Rule 144A Securities.....................................19
   Cash Management..........................................19
   Other Techniques.........................................19
Performance Advertising.....................................20

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments................................21
Investing in American Century...............................21
How to Open an Account......................................21
     By Mail................................................21
     By Wire................................................21
     By Exchange............................................22
     In Person..............................................22
   Subsequent Investments...................................22
     By Mail................................................22
     By Telephone...........................................22
     By Online Access.......................................22
     By Wire................................................22
     In Person..............................................22
   Automatic Investment Plan................................22
How to Exchange from One Account to Another ................22
     By Mail ...............................................22
     By Telephone...........................................23
     By Online Access.......................................23
How to Redeem Shares........................................23
     By Mail................................................23
     By Telephone...........................................23
     By Check-A-Month.......................................23
     Other Automatic Redemptions............................23
   Redemption Proceeds......................................23
     By Check...............................................23
     By Wire and ACH........................................23
   Redemption of Shares in Low-Balance Accounts.............23
Signature Guarantee.........................................24
Special Shareholder Services................................24
     Automated Information Line.............................24
     Online Account Access..................................24
     CheckWriting...........................................24
     Open Order Service.....................................25
     Tax-Qualified Retirement Plans.........................25
Important Policies Regarding Your Investments...............25
Reports to Shareholders.....................................26
Employer-Sponsored Retirement Plans and
   Institutional Accounts...................................26

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price.................................................27
   When Share Price Is Determined...........................27
   How Share Price Is Determined............................27
   Where to Find Information About Share Price..............28
Distributions...............................................28
Taxes.......................................................28
   Tax-Deferred Accounts....................................28
   Taxable Accounts.........................................28
   Special Tax Information..................................29
   Municipal Securities.....................................29
   AMT Liability............................................30
   Exempt-Interest Dividends................................30
Management..................................................30
   Investment Management....................................30
   Code of Ethics...........................................31
   Transfer and Administrative Services.....................32
Distribution of Fund Shares.................................32
Expenses....................................................32
Further Information About American Century..................33


Prospectus                                                Table of Contents    3
<TABLE>
<CAPTION>
                                                              TRANSACTION AND OPERATING EXPENSE TABLE


                                                California  California   California   California   California  California California
                                                 Tax-Free    Municipal  Limited-Term Intermediate-  Long-Term  High Yield  Insured
                                               Money Market Money Market  Tax-Free   Term Tax-Free  Tax-Free   Municipal  Tax-Free

SHAREHOLDER TRANSACTION EXPENSES:
<S>                                                <C>          <C>         <C>          <C>           <C>        <C>       <C> 
Maximum Sales Load Imposed
   on Purchases..................................  none         none        none         none          none       none      none

Maximum Sales Load Imposed on
   Reinvested Dividends..........................  none         none        none         none          none       none      none

Deferred Sales Load..............................  none         none        none         none          none       none      none

Redemption Fee(1)................................  none         none        none         none          none       none      none

Exchange Fee.....................................  none         none        none         none          none       none      none

ANNUAL FUND OPERATING EXPENSES:(2)
(as a percentage of net assets)

Management Fees.................................   .29%         .29%        .29%         .29%          .29%       .29%      .29%

12b-1 Fees.......................................  none         none        none         none          none       none      none

Other Expenses..................................   .20%         .24%        .20%         .19%          .19%       .22%      .20%

Total Fund Operating Expenses...................   .49%         .53%        .49%         .48%          .48%       .51%      .49%

EXAMPLE:

You would pay the following
expenses on a $1,000 investment,           1 year $  5         $  5        $  5         $  5          $  5       $  5      $  5
assuming a 5% annual return and           3 years   16           17          16           15            15         16        16
redemption at the end of each             5 years   27           30          27           27            27         29        27
time period:                             10 years   62           66          62           60            60         64        62
</TABLE>

(1)  Redemption proceeds sent by wire are subject to a $10 processing fee.

(2)  Benham  Management  Corporation  (the  "Manager")  has agreed to limit each
     Fund's total  operating  expenses to specified  percentages  of each Fund's
     average  daily net  assets.  The  agreement  provides  that the Manager may
     recover  amounts  absorbed  on behalf of the Fund during the  preceding  11
     months if, and to the extent that, for any given month,  Fund expenses were
     less than the expense  limit in effect at that time.  The  current  expense
     limits for California Tax-Free Money Market and California  Municipal Money
     Market are .53% and .60%,  respectively,  of average daily net assets.  The
     current  expense limit for the remaining Funds is .59% of average daily net
     assets. These expense limitations are subject to annual renewal in June.

Each Fund pays the Manager  advisory fees equal to an  annualized  percentage of
each Fund's average daily net assets. Other expenses include  administrative and
transfer agent fees paid to American Century Services Corporation.

The purpose of the above table is to help you  understand  the various costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection  with an  investment  in the  shares  of the  Funds  offered  by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES  SHOWN ABOVE SHOULD BE CONSIDERED
INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES.  ACTUAL RETURNS AND EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.

4    Transaction and Operating Expense Table        American Century Investments
<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                        CALIFORNIA TAX-FREE MONEY MARKET


The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information  presented  is for a share  outstanding  throughout  the years ended
August 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,
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 ..............        .0308    .0328   .0207    .0209    .0298    .0420   .0510    .0559    .0464    .0383

   Net Realized and Unrealized Losses
   on Investment Transactions..........         --     (.0003)   --       --       --       --      --       --     (.0053)     -
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Income from Investment
   Operations..........................        .0308   .0325   .0207    .0209     .0298   .0420   .0510     .0559   .0411     .0383
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Distributions

   From Net Investment Income..........       (.0308) (.0325) (.0207)  (.0209)   (.0298) (.0420) (.0510)   (.0559) (.0411)   (.0383)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Distributions.................       (.0308) (.0325) (.0207)  (.0209)   (.0298) (.0420) (.0510)   (.0559) (.0411)   (.0383)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Net Asset Value,
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)........................        3.12%    3.31%   2.09%    2.13%    3.00%    4.23%   5.23%    5.70%    4.24%    3.88%


RATIOS/SUPPLEMENTAL DATA

   Ratio of Expenses
   to Average Daily Net Assets(2)......         .49%     .52%    .50%     .51%     .54%     .56%    .56%     .59%     .63%     .67%

   Ratio of Net Investment Income
   to Average Daily Net Assets(2)......        3.12%    3.28%   2.07%    2.09%    2.98%    4.20%   5.10%    5.59%    4.10%    3.83%

   Net Assets, End
   of Period (in thousands)............    $425,846 $414,099 $371,074 $338,731 $321,307 $361,007 $463,130 $490,700 $328,532 $318,095
</TABLE>

(1)  Total return  figures  assume  reinvestment  of dividends  and capital gain
     distributions.

(2)  The ratio for the year ended August 31, 1996 includes expenses paid through
     expense offset arrangements.


Prospectus                                             Financial Highlights    5
<TABLE>
<CAPTION>

                                               FINANCIAL HIGHLIGHTS
                                         CALIFORNIA MUNICIPAL MONEY MARKET


The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information  presented  is for a share  outstanding  throughout  the years ended
August 31.

                                                        1996         1995         1994         1993         1992        1991(1)

PER-SHARE DATA
<S>                                                     <C>          <C>          <C>          <C>          <C>          <C>  
Net Asset Value,
Beginning of Period.........................            $1.00        $1.00        $1.00        $1.00        $1.00        $1.00

Income from Investment Operations

   Net Investment Income ...................            .0318        .0331        .0213        .0221        .0344        .0293

   Net Realized and Unrealized
   Losses on Investment Transactions........             --         (.0003)        --           --           --           --
                                                       -------      -------      -------      -------      -------      -------

   Total Income from
   Investment Operations....................            .0318        .0328        .0213        .0221        .0344        .0293
                                                       -------      -------      -------      -------      -------      -------

Distributions

   From Net Investment Income...............           (.0318)      (.0328)      (.0213)      (.0221)      (.0344)      (.0293)
                                                       -------      -------      -------      -------      -------      -------

   Total Distributions......................           (.0318)      (.0328)      (.0213)      (.0221)      (.0344)      (.0293)
                                                       -------      -------      -------      -------      -------      -------

Net Asset Value, End of Period..............            $1.00        $1.00        $1.00        $1.00        $1.00        $1.00
                                                       =======      =======      =======      =======      =======      =======

TOTAL RETURN(2).............................            3.23%        3.35%        2.15%        2.25%        3.63%        3.04%


RATIOS/SUPPLEMENTAL DATA

   Ratio of Expenses
   to Average Daily Net Assets(3)...........            .53%         .53%         .51%         .46%         .07%          0%

   Ratio of Net Investment Income
   to Average Daily Net Assets(3)...........            3.20%        3.31%        2.13%        2.21%        3.44%      4.39%(4)

   Net Assets, End
   of Period (in thousands).................          $196,520     $191,722     $243,701     $247,621     $254,823     $136,860
</TABLE>

(1)  From December 31, 1990  (commencement  of  operations)  through  August 31,
     1991.

(2)  Total return  figures  assume  reinvestment  of dividends  and capital gain
     distributions and are not annualized.

(3)  The ratio for the year ended August 31, 1996 includes expenses paid through
     expense offset arrangements.

(4)  Annualized.


6    Financial Highlights                           American Century Investments
<TABLE>
<CAPTION>
                                               FINANCIAL HIGHLIGHTS
                                         CALIFORNIA LIMITED-TERM TAX-FREE


The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information  presented  is for a share  outstanding  throughout  the years ended
August 31.


                                                       1996      1995       1994      1993      1992(1)

PER-SHARE DATA
<S>                                                   <C>       <C>        <C>       <C>        <C>   
Net Asset Value, Beginning of Period............      $10.23    $10.12     $10.34    $10.12     $10.00

Income from Investment Operations

   Net Investment Income .......................       .4309     .4148      .3766     .3840      .1012

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions..........      (.0407)    .1099     (.1832)    .2227      .1200
                                                      -------   -------    -------   -------    -------

   Total Income from
   Investment Operations........................       .3902     .5247      .1934     .6067      .2212
                                                      -------   -------    -------   -------    -------

Distributions

   From Net Investment Income...................      (.4302)   (.4147)    (.3761)   (.3867)    (.1012)

   In Excess of Net Realized Capital Gains
   on Investment Transactions...................        --        --       (.0373)     --         --
                                                      -------   -------    -------   -------    -------

   Total Distributions..........................      (.4302)   (.4147)    (.4134)   (.3867)    (.1012)
                                                      -------   -------    -------   -------    -------

Net Asset Value, End of Period..................      $10.19    $10.23     $10.12    $10.34     $10.12
                                                      =======   =======    =======   =======    =======

TOTAL RETURN(2).................................       3.87%     5.33%      1.90%     6.15%      1.47%


RATIOS/SUPPLEMENTAL DATA

   Ratio of Expenses
   to Average Daily Net Assets(3)...............       .49%      .51%       .51%      .36%        0%

   Ratio of Net Investment Income
   to Average Daily Net Assets(3)...............       4.20%     4.10%      3.68%     3.76%    4.08%(4)

   Portfolio Turnover Rate......................      43.70%    49.75%     65.66%    54.42%     19.37%

   Net Assets, End of Period (in thousands).....     $103,707  $104,723   $120,627  $114,019    $52,171
</TABLE>

(1)  From June 1, 1992 (commencement of operations) through August 31, 1992.

(2)  Total return  figures  assume  reinvestment  of dividends  and capital gain
     distributions and are not annualized.

(3)  The ratio for the year ended August 31, 1996 includes expenses paid through
     expense offset arrangements.

(4)  Annualized.

Prospectus                                             Financial Highlights    7
<TABLE>
<CAPTION>
                                               FINANCIAL HIGHLIGHTS
                                       CALIFORNIA INTERMEDIATE-TERM TAX-FREE


The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information  presented  is for a share  outstanding  throughout  the years ended
August 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,
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 ..............        .5422    .5414   .5354    .5582    .5853    .6038   .6184    .6305    .6294    .6241

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions.       (.0102)   .2000  (.4104)   .5285    .3600    .3600  (.0100)   .0800   (.2400)  (.2600)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Income from
   Investment Operations...............        .5320    .7414   .1250   1.0867    .9453    .9638   .6084    .7105    .3894    .3641
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Distributions

   From Net Investment Income..........       (.5420)  (.5414) (.5351)  (.5592)  (.5853)  (.6038) (.6184)  (.6305)  (.6294)  (.6241)

   From Net Realized Gains
   on Investment Transactions..........         --       --    (.0752)  (.0175)    --       --      --       --       --       --

   In Excess of Net Realized Gains
   on Investment Transactions..........         --       --    (.0147)    --       --       --      --       --       --       --
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Distributions.................       (.5420)  (.5414) (.6250)  (.5767)  (.5853)  (.6038) (.6184)  (.6305)  (.6294)  (.6241)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Net Asset Value, End of Period.........       $11.05   $11.06  $10.86   $11.36   $10.85   $10.49  $10.13   $10.14   $10.06   $10.30
                                              =======  ======= =======  =======  =======  ======= =======  =======  =======  =======

TOTAL RETURN(1)........................        4.79%    7.09%   1.11%   10.42%    9.18%    9.74%   6.16%    7.28%    3.90%    3.53%


RATIOS/SUPPLEMENTAL DATA

   Ratio of Expenses
   to Average Daily Net Assets(2)......         .48%     .48%    .48%     .50%     .52%     .55%    .58%     .60%     .64%     .67%

   Ratio of Net Investment Income
   to Average Daily Net Assets(2)......        4.87%    5.02%   4.82%    5.05%    5.50%    5.84%   6.08%    6.25%    6.19%    5.92%

   Portfolio Turnover Rate.............       35.66%   25.44%  43.80%   26.76%   48.70%   28.58%  20.05%   39.89%   47.01%   51.94%

   Net Assets, End
   of Period (in thousands)............     $430,950 $417,550 $448,293 $444,460 $304,988 $241,496$191,217 $167,444 $157,300 $166,966
</TABLE>

(1)  Total return  figures  assume  reinvestment  of dividends  and capital gain
     distributions.

(2)  The ratio for the year ended August 31, 1996 includes expenses paid through
     expense offset arrangements.


8    Financial Highlights                           American Century Investments
<TABLE>
<CAPTION>
                                               FINANCIAL HIGHLIGHTS
                                           CALIFORNIA LONG-TERM TAX-FREE

The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information  presented  is for a share  outstanding  throughout  the years ended
August 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,
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 ..............        .6122    .6229   .6266    .6649    .6878    .6987   .7060    .7388    .7436    .7675

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions.        .1198    .1183  (.7101)   .8460    .4400    .5500  (.2200)   .3100   (.1800)  (.8011)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Income (Loss) from
   Investment Operations...............        .7320    .7412  (.0835)  1.5109   1.1278   1.2487   .4860   1.0488    .5636   (.0336)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Distributions

   From Net Investment Income..........       (.6120)  (.6231) (.6261)  (.6658)  (.6878)  (.6987) (.7060)  (.7388)  (.7436)  (.7675)

   From Net Realized Gains
   on Investment Transactions..........         --     (.0581) (.4304)  (.2651)    --       --      --       --       --     (.0789)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Distributions.................       (.6120)  (.6812)(1.0565)  (.9309)  (.6878)  (.6987) (.7060)  (.7388)  (.7436)  (.8464)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Net Asset Value, End of Period.........       $11.06   $10.94  $10.88   $12.02   $11.44   $11.00  $10.45   $10.67   $10.36   $10.54
                                              =======  ======= =======  =======  =======  ======= =======  =======  =======  =======

TOTAL RETURN(1)........................        6.77%    7.21%  (.78)%   14.02%   10.58%   12.26%   4.66%   10.39%    5.61%   (.31)%


RATIOS/SUPPLEMENTAL DATA

   Ratio of Expenses
   to Average Daily Net Assets(2)......         .48%     .49%    .48%     .49%     .52%     .55%    .57%     .58%     .63%     .65%

   Ratio of Net Investment Income
   to Average Daily Net Assets(2)......      5.48%(4)   5.84%   5.51%    5.76%    6.14%    6.48%   6.64%    6.98%    7.19%    6.87%

   Portfolio Turnover Rate.............       41.66%   59.92%  61.93%   55.11%   71.59%   37.80%  74.11%   78.08%   34.52%   81.54%

   Net Assets, End
   of Period (in thousands)............    $288,022 $276,085 $277,477 $338,075 $275,880 $247,244 $197,394 $179,737 $143,191 $179,523
</TABLE>

(1)  Total return  figures  assume  reinvestment  of dividends  and capital gain
     distributions.

(2)  The ratio for the year ended August 31, 1996 includes expenses paid through
     expense offset arrangements.

Prospectus                                             Financial Highlights    9
<TABLE>
<CAPTION>
                                               FINANCIAL HIGHLIGHTS
                                          CALIFORNIA HIGH-YIELD MUNICIPAL


The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information  presented  is for a share  outstanding  throughout  the years ended
August 31.

                                               1996     1995    1994     1993     1992     1991    1990     1989     1988    1987(1)

PER-SHARE DATA
<S>                                            <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>     <C>   
Net Asset Value,
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 ..............        .5554    .5612   .5629    .5703    .5809    .5879   .6266    .6611    .6527    .4509

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions.        .1600    .0497  (.4793)   .5401    .2800    .3000  (.1400)   .2300   (.2400) (1.3100)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Income (Loss) from
   Investment Operations...............        .7154    .6109   .0836   1.1104    .8609    .8879   .4866    .8911    .4127   (.8591)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Distributions

   From Net Investment Income..........       (.5554)  (.5609) (.5627)  (.5704)  (.5809)  (.5879) (.6266)  (.6611)  (.6527)  (.4509)

   From Net Realized Gains
   on Investment Transactions..........         --       --    (.1208)    --       --       --      --       --       --       --

   In Excess of Net Realized Capital Gains
   on Investment Transactions..........         --       --    (.0001)    --       --       --      --       --       --       --
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Distributions.................       (.5554)  (.5609) (.6836)  (.5704)  (.5809)  (.5879) (.6266)  (.6611)  (.6527)  (.4509)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Net Asset Value, End of Period.........        $9.27    $9.11   $9.06    $9.66    $9.12    $8.84   $8.54    $8.68    $8.45    $8.69
                                              =======  ======= =======  =======  =======  ======= =======  =======  =======  =======

TOTAL RETURN(2)........................        8.02%    7.09%   .87%    12.61%   10.11%   10.75%   5.77%   10.86%    5.17%  (10.19)%


RATIOS/SUPPLEMENTAL DATA

   Ratio of Expenses
   to Average Daily Net Assets(3)......         .51%     .51%    .51%     .55%     .56%     .50%    .24%      --       --       --

   Ratio of Net Investment Income
   to Average Daily Net Assets(3)......        5.99%    6.30%   6.02%    6.14%    6.54%    6.79%   7.23%    7.67%    7.85%  7.50%(4)

   Portfolio Turnover Rate.............       35.98%   40.00%  42.55%   27.40%   32.51%   47.41%  103.74%  49.54%   142.86%  57.42%

   Net Assets, End
   of Period (in thousands)............     $144,675 $116,166 $116,000 $114,564 $79,949  $65,741 $44,602  $32,631  $13,169   $8,434
</TABLE>

(1)  From December 30, 1986 (commencement of operations) through August 31,1987.

(2)  Total return  figures  assume  reinvestment  of dividends  and capital gain
     distributions and are not annualized.

(3)  The ratio for the year ended August 31, 1996 includes expenses paid through
     expense offset arrangements.

(4)  Annualized.

10   Financial Highlights                           American Century Investments
<TABLE>
<CAPTION>
                                               FINANCIAL HIGHLIGHTS
                                            CALIFORNIA INSURED TAX-FREE

The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information  presented  is for a share  outstanding  throughout  the years ended
August 31.

                                               1996     1995    1994     1993     1992     1991    1990     1989     1988    1987(1)

PER-SHARE DATA
<S>                                            <C>      <C>    <C>       <C>      <C>      <C>     <C>      <C>      <C>     <C>   
Net Asset Value,
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 ................      .5342    .5320   .5267    .5470    .5705    .5733   .5889    .6026    .6246    .4370

   Net Realized and Unrealized Gains
   (Losses) on Investment Transactions...      .1100    .2200  (.6922)   .7588    .5000    .4700  (.2300)   .4300   (.2700)  (.9300)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Income (Loss) from
   Investment Operations.................      .6442    .7520  (.1655)  1.3058   1.0705   1.0433   .3589   1.0326    .3546   (.4930)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Distributions

   From Net Investment Income............     (.5342)  (.5320) (.5263)  (.5477)  (.5705)  (.5733) (.5889)  (.6026)  (.6246)  (.4370)

   From Net Realized Gains
   on Investment Transactions............       --       --    (.2082)  (.0881)    --       --      --       --       --       --

   In Excess of Net Realized Gains
   on Investment Transactions............       --       --    (.0700)    --       --       --      --       --       --       --
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

   Total Distributions...................     (.5342)  (.5320) (.8045)  (.6358)  (.5705)  (.5733) (.5889)  (.6026)  (.6246)  (.4370)
                                              -------  ------- -------  -------  -------  ------- -------  -------  -------  -------

Net Asset Value, End of Period...........     $10.00    $9.89   $9.67   $10.64    $9.97    $9.47   $9.00    $9.23    $8.80    $9.07
                                              =======  ======= =======  =======  =======  ======= =======  =======  =======  =======

TOTAL RETURN(2)..........................      6.60%    8.09%  (1.68)%  13.74%   11.67%   11.87%   3.96%   12.04%    4.58%   (8.51)%


RATIOS/SUPPLEMENTAL DATA

   Ratio of Expenses
   to Average Daily Net Assets(3)........       .49%     .50%    .49%     .52%     .55%     .59%    .61%     .66%      --       --

   Ratio of Net Investment Income
   to Average Daily Net Assets(3)........      5.30%    5.54%   5.20%    5.37%    5.90%    6.18%   6.43%    6.62%    7.39%  7.11%(4)

   Portfolio Turnover Rate...............     42.71%   40.45%  47.12%   60.94%   53.73%   37.59%  117.47%  73.02%   145.29%  21.04%

   Net Assets, End
   of Period (in thousands)..............   $191,811 $178,913 $189,439 $223,440 $145,965  $94,951 $59,870  $42,569  $29,531  $12,748
</TABLE>

(1)  From December 30, 1986 (commencement of operations) through August 31,1987.

(2)  Total return  figures  assume  reinvestment  of dividends  and capital gain
     distributions and are not annualized.

(3)  The ratio for the year ended August 31,1996 includes  expenses paid through
     expense offset arrangements.

(4)  Annualized.

Prospectus                                             Financial Highlights   11

                         INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

The Funds have adopted certain investment restrictions that are set forth in the
Statement  of  Additional  Information.  Those  restrictions,  as  well  as  the
investment objectives of the Funds identified on page 2 of this Prospectus,  and
any other investment  policies designated as "fundamental" in this Prospectus or
in  the  Statement  of  Additional   Information,   cannot  be  changed  without
shareholder approval.  The Funds have implemented additional investment policies
and  practices  to guide their  activities  in the  pursuit of their  respective
investment  objectives.  These  policies  and  practices,  which  are  described
throughout this Prospectus,  are not designated as fundamental  policies and may
be changed without shareholder approval.

Each Fund is a "diversified company" as defined in the Investment Company Act of
1940 (the "1940 Act"),  with the  exception of the  California  Municipal  Money
Market which is a  "non-diversified  company." This means that,  with respect to
75% of its total  assets,  each Fund will not  invest  more than 5% of its total
assets in the securities of a single issuer. As a result of new rules applicable
to all money market funds,  California  Municipal Money Market will also seek to
meet this test.

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

Each Fund  intends to remain  fully  invested  in  municipal  obligations.  As a
fundamental  policy,  each  Fund will  invest at least 80% of its net  assets in
California  municipal  obligations.  The  remaining  20%  of net  assets  may be
invested in (1)  municipal  obligations  issued in other  states,  (2) municipal
obligations  issued by territories  or  possessions of the U.S.,  such as Puerto
Rico, and (3) U.S.  government  obligations.  For temporary  defensive purposes,
each Fund may invest more than 20% of its net assets in these  obligations.  For
liquidity  purposes,  each Variable  Price Fund may invest up to 5% of its total
assets in shares of the Money Market Funds.

The  Funds  will  invest  at least 80% of its net  assets  in  obligations  with
interest  exempt from regular  federal income tax.  California  Municipal  Money
Market and California High-Yield  Municipal,  unlike the other Funds, may invest
substantially  all of their  assets  in  securities  which  are  subject  to the
alternative minimum tax.

For an  explanation  of the  securities  ratings  referred  to in the  following
discussion, see "Other Information" in the Statement of Additional Information.

CALIFORNIA TAX-FREE MONEY MARKET, CALIFORNIA 
MUNICIPAL MONEY MARKET, CALIFORNIA LIMITED-
TERM TAX-FREE, CALIFORNIA INTERMEDIATE-TERM
TAX-FREE, AND CALIFORNIA LONG-TERM TAX-FREE

These  Funds  seek to  obtain as high a level of  interest  income  exempt  from
federal and  California  income taxes as is consistent  with prudent  investment
management and conservation of shareholders' capital.

CALIFORNIA HIGH-YIELD MUNICIPAL

California  High-Yield  Municipal  seeks to  provide  as high a level of current
income exempt from federal and California income taxes as is consistent with its
investment  policies,   which  permit  investment  in  lower-rated  and  unrated
municipal securities.

CALIFORNIA INSURED TAX-FREE

California  Insured  Tax-Free seeks to provide as high a level of current income
exempt from federal and California  income taxes as is consistent with safety of
principal through investment in insured California municipal securities.

12   Information Regarding the Funds                American Century Investments

PORTFOLIO INVESTMENT QUALITY AND
MATURITY GUIDELINES

The Money Market Funds may be  appropriate  for  investors  seeking  share price
stability who can accept the lower yields that short-term  obligations typically
provide.  To offer investors the potential for higher yields, the Variable Price
Funds invest in obligations with longer maturities.

MONEY MARKET FUNDS

In selecting  investments  for the Money Market  Funds,  the Manager  adheres to
regulatory  guidelines  concerning the quality and maturity of money market fund
investments as well as to internal  guidelines designed to minimize credit risk.
In particular, each Fund:

(1)  Buys only U.S. dollar-denominated  obligations with remaining maturities of
     13 months or less (and variable- and floating-rate  obligations with demand
     features that effectively shorten their maturities to 13 months or less);

(2)  Maintains a dollar-weighted average maturity of 60 days or less; and

(3)  Restricts its  investments to  high-quality  obligations  determined by the
     Manager,  pursuant to procedures  established by the board of trustees,  to
     present minimal credit risks.

To be considered high-quality, an obligation must be:

(1)  A U.S. government obligation; or

(2)  Rated (or issued by an issuer rated with  respect to a class of  comparable
     short-term  obligations)  in one of the two highest  rating  categories for
     short-term  obligations by at least two nationally  recognized  statistical
     rating  agencies  ("rating  agencies")  (or one if only one has  rated  the
     obligation); or

(3)  An  unrated  obligation  judged  by the  Manager,  pursuant  to  guidelines
     established  by the board of trustees,  to be of quality  comparable to the
     securities listed above.

While it  adheres  to the same  quality  and  maturity  criteria  as  California
Tax-Free Money Market,  California  Municipal Money Market may purchase  private
activity municipal securities.  The interest from these securities is treated as
a  tax-preference  item in  calculating  federal  alternative  minimum tax (AMT)
liability.  In the past,  private  activity  securities  have provided  somewhat
higher  yields than  comparable  municipal  securities  whose  interest is not a
tax-preference item. Under normal  circumstances,  the Manager expects to invest
between 50% and 80% of  California  Municipal  Money  Market's  total  assets in
private activity securities.  Therefore,  the Fund is designed for investors who
do not expect to pay alternative minimum taxes. See "Taxes," page 28.

VARIABLE PRICE FUNDS

The quality and maturity criteria of the Variable Price Funds is as follows:

CALIFORNIA LIMITED-TERM TAX-FREE
CALIFORNIA INTERMEDIATE-TERM TAX-FREE
CALIFORNIA LONG-TERM TAX-FREE

California  Limited-Term  Tax-Free,  California  Intermediate-Term  Tax-Free and
California  Long-Term  Tax-Free have identical policies governing the quality of
securities in which they may invest. The Funds differ in their maturity criteria
as depicted in the table below.

                                     Typical              Weighted
                                   Maturity of        Average Portfolio
Fund                               Investments            Maturity
- ----------------------------------------------------------------------------
California Limited-                  one to                one to
Term Tax-Free                      five years            five years
- ----------------------------------------------------------------------------
California Intermediate-            four or             five to ten
Term Tax-Free                      more years               years
- ----------------------------------------------------------------------------
California Long-                    seven or               ten or
Term Tax-Free                      more years            more years
- ----------------------------------------------------------------------------


In terms of credit quality, each of these funds restricts its investments to:

(1)  Municipal bonds rated,  when acquired,  within the four highest  categories
     designated by a rating agency;

(2)  Municipal notes (including variable-rate demand obligations) and tax-exempt
     commercial paper rated,  when acquired,  within the two highest  categories
     designated by a rating agency; and

(3)  Unrated obligations judged by the Manager, under the direction of the board
     of trustees, to be of quality comparable to the securities listed above.

Prospectus                                  Information Regarding The Funds   13


CALIFORNIA HIGH-YIELD MUNICIPAL

Like California  Long-Term  Tax-Free,  California  High-Yield  Municipal invests
primarily in long- and  intermediate-term  California municipal  obligations and
maintains a weighted average portfolio  maturity of ten or more years.  Although
California  High-Yield  Municipal typically invests a significant portion of its
assets in investment-grade bonds, the Manager does not adhere to specific rating
criteria in selecting  investments for this Fund. The Fund invests in securities
rated or judged by the Manager to be of below  investment-grade  quality  (e.g.,
bonds rated BB/Ba or lower,  which are sometimes referred to as "junk bonds") or
unrated  bonds.  California  High Yield  Municipal  currently  expects to invest
between 20% and 40% of its total assets in below investment grade securities.

Many  issuers  of  medium-  and  lower-quality  bonds  choose not the have their
obligations  rated,  and a large  portion of California  High-Yield  Municipal's
portfolio may consist of obligations that, when acquired,  were not rated. While
there is no limit on the  percentage  of assets  the Fund may  invest in unrated
securities,  the Manager will not select  investments  for the Fund that, at the
time of purchase (1) are not paying interest,  (2) are rated C (lowest grade) by
Moody's  Investors  Service,  Inc.  (Moody's)  or C or D by  Standard  &  Poor's
Corporation (S&P), or (3) are considered by the Manager,  under direction of the
Trustees,  to be of a quality as low as  obligations  rated C or D by Moody's or
S&P. See "Other  Information"  in the Statement of Additional  Information for a
summary of bond ratings.

California  High-Yield  Municipal  may  invest  in  investment-grade   municipal
obligations if the Manager  considers it  appropriate  to do so.  Investments of
this nature may be made due to market  considerations (e.g., a limited supply of
medium- and lower-grade  municipal  obligations) or to increase liquidity of the
Fund. Investing in high-grade obligations may lower the Fund's return.

California   High-Yield   Municipal  may  purchase  private  activity  municipal
securities.  The interest from these  securities is treated as a  tax-preference
item in  calculating  federal AMT  liability.  Under normal  circumstances,  the
advisor  expects to invest  between  10% and 30% of the Fund's  total  assets in
private activity securities.  Therefore, the Fund is better suited for investors
who do not expect alternative minimum tax liability. See "Taxes," page 28.

CALIFORNIA INSURED TAX-FREE

California Insured Tax-Free invests primarily in long-term municipal obligations
covered by  insurance  that  guarantees  the  timely  payment  of  interest  and
repayment of principal. The Fund maintains a weighted average portfolio maturity
of ten or more years.

Under normal conditions, at least 65% of the Fund's total assets are invested in
insured  municipal  obligations.  Securities held by the Fund may be (1) insured
under a new-issue  insurance policy obtained by the issuer of the security,  (2)
insured under a secondary  market  insurance  policy  purchased by the Fund or a
previous bondholder,  (3) insured under a "while-in-portfolio"  insurance policy
purchased  by the Fund,  (4) secured by an escrow or trust  account  holing U.S.
government  securities,  or (5)  rated  AAA by a rating  agency  based  upon the
issuer's credit quality.

California  Insured Tax-Free may also invest in short-term  securities  carrying
one of  the  two  highest  ratings  designated  by a  rating  agency.  For  more
information about the Fund's insurance feature, see page 16.

RISK FACTORS AND INVESTMENT TECHNIQUES

The Funds are designed for individuals in upper tax brackets seeking income free
from federal and California  personal income taxes. By themselves,  the Funds do
not constitute  balanced  investment plans. When choosing between the Funds, you
should  consider  relative yield  potential  together with potential  changes in
share price,  because  these two factors  determine  each Fund's total return to
investors.

BASIC FIXED INCOME INVESTMENT RISKS

The Money Market Funds may be  appropriate  for  investors who would like to (1)
earn income at tax-exempt  money market rates while  preserving their investment
or (2) use a money  market  fund as  part of a  long-term,  balanced  investment
portfolio consisting of money market instruments, bonds and stocks.

The Variable Price Funds are quite distinct from one another;  these Funds offer
a range of potential for

14   Information Regarding The Funds                American Century Investments


income and total return based on their respective quality and maturity criteria.

The basic risk factors you should consider before making an investment in one or
more of the Funds are described in the following paragraphs.

INTEREST RATE RISK

One  feature  the  Funds  have in  common is their  susceptibility  to  changing
interest  rates.  For both Money Market Funds,  interest rate changes affect the
level of income the Funds  generate for  shareholders.  For the  Variable  Price
Funds,  changing  interest  rates  affect not only the level of income the Funds
generate  for  shareholders,  but their share prices as well.  In general,  when
interest  rates rise,  the Variable  Price Funds'  share  prices  decline;  when
interest rates decline, their share prices rise.

This pattern is due to the time value of money.  A bond's worth is determined by
the  present  value of its future cash flows.  Consequently,  changing  interest
rates have a greater  effect on the  present  value of a  long-term  bond than a
short-term bond.

CREDIT RISK

In selecting  investments  for each Fund,  the Manager  carefully  considers the
creditworthiness of parties to be relied upon for the timely payment of interest
and repayment of principal.

In many cases, these parties include not only the issuer of the obligation,  but
a bank or other financial  intermediary who offers a letter of credit or another
form of guarantee on the obligation.

LIQUIDITY RISK

A security's rating reflects the opinions of the rating agencies that issue them
and are not  absolute  standards  of quality.  Because of the cost of  obtaining
credit  ratings,  some issuers forego them.  Under the direction of the board of
trustees,  the Manager may buy unrated  bonds for the Funds if these  securities
are judged to be of a quality  consistent with the Funds'  investment  policies.
Similarly,  on behalf of the  Variable  Price  Funds,  the Manager may  purchase
securities  whose ratings are not consistent with the Funds' rating criteria but
which the Manager judges under the direction of the board of trustees to present
credit risks consistent with the Funds' quality standards. With the exception of
California  High-Yield Municipal (which may invest without limitation in unrated
securities),  each  Fund  may  invest  up to 10% of its net  assets  in  unrated
securities. Unrated securities may be less liquid than rated securities.

California  Limited-Term Tax-Free,  California  Inter-mediate-Term  Tax-Free and
California  Long-Term  Tax-Free  may invest up to 25% of their  total  assets in
securities  rated Baa or BBB-  (the  lowest  investment  grade  category).  Such
securities are  medium-grade  investment  obligations  that may have speculative
characteristics.  Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity for such obligations to make principal and
interest payments.

CONCENTRATION RISK

Each of the Funds  described  in this  Prospectus  may invest 25% or more of its
total assets in obligations  that generate income from similar types of projects
(in particular, projects in health care, electric,  water/sewer,  education, and
transportation). Political or economic developments affecting a single issuer or
industry or similar  types of  projects  may have a  significant  effect on Fund
performance.

CALL RISK

Many municipal obligations are issued with a call feature (call features include
a date on which the issuer has reserved the right to redeem the obligation prior
to maturity).  An  obligation  may be called for  redemption  before the Manager
would otherwise choose to eliminate it from a Fund's  holdings.  A call may also
reduce an obligation's yield to maturity.

CALIFORNIA OBLIGATIONS

Because the Funds invest  primarily in  California  municipal  securities,  each
Fund's yield and share price are affected by political and economic developments
within the State of California.

California  municipal  budgets have been strained in recent years.  "Proposition
13"  and  similar   California   constitutional,   statutory,   and  legislative
initiatives  have  restricted  the  ability of  California  taxing  entities  to
increase real property taxes and other tax revenues.

State and local  revenues are also adversely  affected by the recent  recession,
the worst in the state since the 1930's.  California has  experienced a net loss
of approximately 750,000 jobs since 1990. However, net

Prospectus                                  Information Regarding The Funds   15


job  growth  has  occurred  since  early  1994 and all the jobs  lost  since the
recession  have now been  replaced.  The state  government's  response  to these
events in the early 1990's  resulted in  reductions in the amount of and rate of
growth in the aid to counties,  cities and school districts. The impact of these
reductions has been lessened by the state's recent economic recovery.

However,  any events  which  affect the revenue  received by the state and local
bodies in  California  can have an  impact on the  Funds.  For  example,  recent
developments at the federal level, particularly federal welfare reform, may have
the effect of offsetting the revenue gains  achieved in the last two years.  The
ability of state and local entities to make  scheduled  payments of interest and
principal on their outstanding debt obligations could be negatively  affected by
such events.

For further  information about the risks associated with investing in California
obligations, please see the Statement of Additional Information.

SPECIAL CONSIDERATIONS REGARDING
CALIFORNIA HIGH-YIELD MUNICIPAL

California  High-Yield  Municipal is designated for long-term  investors who can
accept the risks  associated  with  seeking a high level of current  income from
long- or intermediate-term, medium- or lower-quality California municipal bonds.

Medium- to  lower-rated  and unrated  municipal  bonds  frequently are traded in
markets with a limited number of  participants.  These  conditions may limit the
availability of bonds eligible for purchase by the Fund and the  availability of
ready buyers for bonds the Manager wants to sell on behalf of the Fund.  Adverse
publicity and changing  investor  perceptions,  whether or not they are based on
fundamental analysis, may affect the value and liquidity of lower-quality bonds,
especially in markets with a low volume of trading.

Lower-quality  and  unrated  bonds may be more  sensitive  to  adverse  economic
changes in specific localities or among specific types of projects and generally
are regarded as  speculative.  There is no guarantee  that interest  payments or
principal  repayments  will be made when due. A delay in debt service payment or
other  deterioration  in credit  quality  could  negatively  affect  the  Fund's
performance.

However, under the direction of the Trustees, the Manager attempts to reduce the
risks of investing in medium- and lower- rated and unrated municipal obligations
through active portfolio management, diversification,  thorough credit analysis,
and  attention  to  developments  and trends in the  economy  and the  financial
markets.  More than the other Funds  described  in this  Prospectus,  California
High-Yield  Municipal  relies on the  Manager's  credit  analysis to achieve its
investment objective.

CALIFORNIA INSURED TAX-FREE: INSURANCE FEATURE

Insurance attached to securities held in California Insured Tax-Free's portfolio
provides for the timely  payment of interest and repayment of principal on those
securities;  however,  this insurance does not guarantee the market value of the
securities or the value of the Fund's shares.

A bond issuer may purchase new-issue  insurance to enhance the credit quality of
a  security.  By  paying  a  premium  and  meeting  the  insurer's  underwriting
standards,  the bond issuer obtains a credit rating for its bonds  comparable to
the rating assigned to the insurer's claims-paying ability.

A bondholder may purchase a secondary  market  insurance policy for a particular
bond after it is issued.  The Fund expects to limit its  purchases of securities
insured under new-issue or secondary market insurance  policies to those insured
by companies whose claims-paying  ability is rated AAA by a rating agency at the
time of the purchase.  New-issue and secondary market insurance  policies cannot
be canceled; they continue in force as long as the bonds are outstanding.

MUNICIPAL SECURITIES

Municipal securities are issued to raise money for a variety of public purposes,
including general financing for state and local governments as well as financing
for specific projects and public facilities.  Municipal securities may be backed
by the full  taxing  power  of a  municipality,  the  revenues  from a  specific
project,  or the  credit of a private  organization.  The  following  discussion
provides a brief description of some securities the Funds may buy. The Funds are
not limited by this  discussion,  and they may buy other types of securities and
enter into other  types of  transactions  that meet  their  respective  quality,
maturity, and liquidity requirements.

16   Information Regarding The Funds                American Century Investments


MUNICIPAL  NOTES  typically have maturities of 13 months or less and are used to
provide short-term capital or to meet cash flow demands.

GENERAL OBLIGATION BONDS are backed by the taxing power of the issuer.

REVENUE  BONDS are  backed by the  revenues  derived  from a  specific  project,
system,  or facility.  Industrial  development  bonds are a type of revenue bond
backed by the credit of a private issuer.

VARIABLE- AND  FLOATING-RATE  DEMAND  OBLIGATIONS  have interest rate adjustment
formulas designed to stabilize their market values.  These obligations  normally
have maturities in excess of one year but carry demand  features  permitting the
holders to demand repayment of principal at any time or at specified  intervals.
With respect to the Money Market Funds, such intervals may not exceed 13 months.

TENDER  OPTION  BONDS are created by  combining  an  intermediate-  or long-term
fixed-rate  tax-exempt  bond with a tender  agreement  that gives the holder the
option to tender the bond at face value.  Tender  option bonds  purchased by the
Funds are structured with rates that are reset weekly or at regular intervals.

A sponsor may terminate a tender option agreement if, for example, the issuer of
the underlying  bond defaults on interest  payments,  or the underlying  bond is
downgraded or becomes taxable. Under such circumstances, a Fund might then own a
bond that does not meet its quality or maturity criteria.

The Manager  monitors the credit  quality of bonds  underlying the Funds' tender
option  bond  holdings  and will  sell or put back a tender  option  bond if the
rating on the underlying bond falls below the  second-highest  rating designated
by a rating  agency.  In addition,  each Fund limits its  investments  in tender
option bonds to 15% of net assets.

MUNICIPAL LEASE OBLIGATIONS are issued by state and local governments to acquire
land and a wide variety of equipment and facilities. These obligations typically
are not fully  backed by the issuing  municipality's  ability to assess taxes to
meet its debt  obligations.  If the  state  or  local  government  does not make
appropriations for the following year's lease payments, the lease may terminate,
with the possibility of default on the lease obligation and loss to investors.

Prior to purchasing a municipal lease obligation (or a participation interest in
such  obligations)  and on a regular  basis  thereafter,  pursuant to guidelines
adopted by the board of trustees,  the Manager  evaluates the credit quality and
liquidity of the obligation.  In making this evaluation,  the Manager  considers
various  credit  factors,  such as the  necessity of the  project;  the issuer's
credit quality, future borrowing plans, and sources of revenue pledged for lease
repayment;  general  economic  conditions  in the region  where the  security is
issued;  liquidity indictors such as dealer activity; and with regard to unrated
obligations the likelihood such lease will not be canceled.

ZERO-COUPON MUNICIPAL SECURITIES do not make regular interest payments. Instead,
they are sold at a deep  discount  to their face  value.  In  calculating  daily
dividends,  the Funds take into account,  as income, a portion of the difference
between these securities'  purchase prices and face values.  Because zero-coupon
securities  do not pay current  income,  their prices can be very  volatile when
interest rates change.

The  Variable  Price Funds may invest in INVERSE  FLOATERS  to  generate  higher
tax-exempt yields than are offered by other  instruments.  Inverse floaters bear
interest  rates that move inversely to market  interest  rates.  Generally,  the
interest rate on the inverse  floater is computed as the  difference  between an
above-market  fixed rate of interest and a floating rate determined by reference
to a market-based or bond-specific interest rate.

Since inverse floaters are long-term bonds, the value of these securities may be
volatile when market interest rates change.  In addition,  there is no guarantee
that the Manager will find a ready buyer for inverse floaters.
The Money Market Funds may not invest in inverse floaters.

AMT BONDS (CALIFORNIA MUNICIPAL MONEY MARKET AND CALIFORNIA HIGH YIELD MUNICIPAL
ONLY) typically are tax-exempt  "private  activity" bonds issued after August 7,
1986,  whose  proceeds  are  directed at least in part to a private,  for-profit
organization. Although the interest income from AMT bonds is exempt from regular
federal  income tax,  that income is a tax  preference  item for purposes of the
AMT.

In addition,  corporate investors should note that all income from a Fund may be
part of an adjustment  to AMT under Section 55 of the Internal  Revenue Code and
the  environmental  tax under  Internal  Revenue  Code Section 59A. The AMT is a
special separate tax

Prospectus                                  Information Regarding The Funds   17

that applies to certain taxpayers who have certain  adjustments to income or tax
preference items.


TAX-EXEMPT SECURITIES

Historically,  interest paid on securities issued by states,  cities,  counties,
school districts and other political  subdivisions of the United States has been
exempt from federal income taxes.  Legislation since 1985, however,  affects the
tax  treatment of certain  types of municipal  bonds issued after  certain dates
and, in some cases,  subjects  the income from certain  bonds to  differing  tax
treatment depending on the tax status of its recipient.

The California Municipal Money Market and California High-Yield Municipal should
be expected to invest some portion of their assets in bonds which,  in the hands
of some holders,  would be subject to the AMT, as long as management  determines
it is in  the  best  interest  of  shareholders  generally  to  invest  in  such
securities. See "Taxes," page 28.

The  tax-equivalent  yield is based on the current double  tax-exempt  yield and
your  combined  federal and state  marginal  tax rate.  Assuming  all the Funds'
dividends are  tax-exempt  in California  (which may not always be the case) and
that your California taxes are fully deductible for federal income tax purposes,
you can calculate  your tax  equivalent  yield for the Funds using the following
equation:


                 Fund's Double Tax-Free Yield                 Your Tax-
       -------------------------------------------------  =  Equivalent
        (100% - Federal Rate) (100% - California Rate)         Yield


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

For  additional  information  regarding the  investment  practices of any of the
Funds, see the Statement of Additional Information.

PORTFOLIO TURNOVER

The  portfolio  turnover  rates of the  Variable  Price  Funds  are shown in the
Financial Highlights tables on pages 5 through 11 of this Prospectus.

Investment   decisions  to  purchase  and  sell  securities  are  based  on  the
anticipated  contribution  of the security in question to the particular  Fund's
objectives.  The  manger  believes  that  the  rate  of  portfolio  turnover  is
irrelevant  when it determines a change is in order to achieve those  objectives
and accordingly, the annual portfolio turnover rate cannot be anticipated.

The  portfolio  turnover of each Fund may be higher than other mutual funds with
similar   investment   objectives.   Higher   turnover   rate   would   generate
correspondingly  greater brokerage  commissions,  which is a cost that the funds
pay  directly.  Portofolio  turnover  may also affect the  character  of capital
gains, if any, realized and distributed by a Fund since short-term capital gains
are taxable as ordinary income.

WHEN-ISSUED AND FORWARD
COMMITMENT AGREEMENTS

Each  of the  Funds  may  sometimes  purchase  new  issues  of  securities  on a
when-issued  or forward  commitment  basis when,  in the opinion of the Manager,
such purchases will further the investment  objectives of the Fund. The price of
when-issued  securities  is  established  at the time  commitment to purchase is
made.  Delivery of and payment for these  securities  typically  occurs 15 to 45
days  after  the  commitment  to  purchase.  Market  rates of  interest  on debt
securities at the time of delivery may be higher or lower than those  contracted
for on the security.  Accordingly,  the value of each security may decline prior
to delivery, which could result in a loss to the Fund.

INTEREST RATE FUTURES CONTRACTS
AND OPTIONS THEREON

The  Variable  Price  Funds may buy and sell  interest  rate  futures  contracts
relating to debt securities  ("debt futures," i.e.,  futures relating to indexes
on types or groups of bonds) and write and buy put and call options  relating to
interest rate futures contracts.

For options sold, a fund will segregate  cash or  high-quality  debt  securities
equal to the value of  securities  underlying  the  option  unless the option is
otherwise covered.

A fund will deposit in a segregated account with its custodian bank high-quality
debt  obligations  maturing in one year or less,  or cash, in an amount equal to
the fluctuating  market value of long futures  contracts it has purchased,  less
any margin deposited on its long position. It may hold cash or acquire such debt
obligations for the purpose of making these deposits.

18   Information Regarding the Funds                American Century Investments

The Variable  Price Funds may use futures and options  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.

Since futures contracts and options thereon can replicate  movements in the cash
markets  for the  securities  in which a fund  invests  without  the large  cash
investments  required  for  dealing in such  markets,  the may subject a fund to
greater and more volatile risks than might  otherwise be the case. The principal
risks related to the use of such instruments are (1) the offsetting  correlation
between  movements in the market  price of the  portfolio  investments  (held or
intended) being hedged and in the price of the futures contract or option may be
imperfect;  (2)  possible  lack of a liquid  secondary  market for  closing  out
futures or option  positions;  (3) the need of additional  portfolio  management
skills  and  techniques;  and  (4)  losses  due to  unanticipated  market  price
movements.  For a hedge to be  completely  effective,  the  price  change of the
hedging instrument should equal the price change of the securities being hedged.
Such  equal  price  changes  are not  always  possible  because  the  investment
underlying the hedging  instrument may not be the same  investment that is being
hedged.

The ordinary spreads between prices in the cash and futures markets,  due to the
differences in the natures of those markets,  are subject to distortion.  Due to
the  possibility  of  distortion,  a correct  forecast of general  interest rate
trends  by  management  may  still  not  result  in  a  successful  transaction.
Management  may be  incorrect  in its  expectations  as to the extent of various
interest rate movements or the time span within which the movements take place.

See the Statement of Additional  Information for further information about these
instruments and their risks.

RULE 144A SECURITIES

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

With respect to securities eligible for resale under Rule 144A, the staff of the
SEC has  taken  the  position  that  the  liquidity  of such  securities  in the
portfolio of a fund offering redeemable securities is a question of fact for the
Board  of  Trustees  to  determine,  such  determination  to  be  based  upon  a
consideration  of the readily  available  trading  markets and the review of any
contractual restrictions.  Accordingly, the Board of Trustees is responsible for
developing and  establishing  the guidelines and procedures for  determining the
liquidity  of Rule  144A  securities.  As  allowed  by Rule  144A,  the Board of
Trustees of the Funds has delegated the day-to-day  function of determining  the
liquidity  of Rule  144A  securities  to the  Manager.  The  board  retains  the
responsibility to monitor the implementation of the guidelines and procedures it
has adopted.

Since the secondary  market for such securities is limited to certain  qualified
institutional  investors,  the  liquidity  of  such  securities  may be  limited
accordingly and a Fund may, from time to time, hold a Rule 144A security that is
illiquid.  In such an event, the Manager will consider  appropriate  remedies to
minimize the effect on such Fund's  liquidity.  No Fund may invest more than 10%
of its total  assets in  illiquid  securities  (securities  that may not be sold
within seven days at  approximately  the price used in determining the net asset
value of Fund shares).

CASH MANAGEMENT

Each of the Variable  Price Funds may invest up to 5% of its total assets in any
money  market fund  advised by the  Manager,  provided  that the  investment  is
consistent with the Fund's investment policies and restrictions.

OTHER TECHNIQUES

The  Manager  may buy  other  types of  securities  or  employ  other  portfolio
management  techniques on behalf of the Funds. When SEC guidelines require it to
do so, a Fund will set aside cash or  appropriate  liquid assets in a segregated
account  to cover  its  obligations.  See the  Funds'  Statement  of  Additional
Information for a more detailed  discussion of these investments and some of the
risks associated with them.

Prospectus                                  Information Regarding the Funds   19

PERFORMANCE ADVERTISING

From time to time, the Funds may advertise  performance  data. Fund  performance
may be shown  by  presenting  one or more  performance  measurements,  including
cumulative total return or average annual total return,  yield,  effective yield
and tax-equivalent yield (for tax-exempt funds).

Cumulative  total return data is computed by considering all elements of return,
including  reinvestment  of dividends  and capital gains  distributions,  over a
stated  period of time.  Average  annual total return is determined by computing
the annual compound return over a stated period of time that would have produced
the  Fund's  cumulative  total  return  over  the  same  period  if  the  Fund's
performance had remained constant throughout.

A quotation of yield reflects a Fund's income over a stated period  expressed as
a percentage  of the fund's share price.  In the case of the Money Market Funds,
yield is calculated  by measuring  the income  generated by an investment in the
Fund over a seven-day period (net of expenses).  This income is then annualized,
that is, the amount of income  generated  by the  investment  over the seven day
period is assumed to be generated over each similar period each week  throughout
a full year and is shown as a percentage of the investment.  The effective yield
is calculated in a similar manner but, when annualized, the income earned by the
investment is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  on  the  assumed
reinvestment.

With respect to the Variable  Price Funds,  yield is calculated by adding over a
30-day (or  one-month)  period all  interest  and  dividend  income (net of fund
expenses)  calculated  on each day's  market  values,  dividing  this sum by the
average number of Fund shares  outstanding during the period, and expressing the
result as a  percentage  of the Fund's share price on the last day of the 30-day
(or one month)  period.  The  percentage is then  annualized.  Capital gains and
losses are not included in the calculation.

Yields are calculated  according to accounting  methods that are standardized in
accordance  with SEC rules.  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.

A  tax-equivalent  yield  demonstrates  the taxable  yield  necessary to produce
after-tax  yield  equivalent  to that of a mutual  fund which  invests in exempt
obligations.  See  "Tax-Exempt  Securities,"  page 18, for a description  of the
formula used in comparing yields to tax-equivalent yields.

The Funds may also include in advertisements data comparing performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance.  In addition,  a fund's performance may be compared,  on a relative
basis, to the other funds in our fund family.  This relative  comparison,  which
may be based upon historical or expected fund  performance,  volatility or other
fund characteristics, may be presented numerically, graphically or in text. Fund
performance may also be combined or blended with other funds in our fund family,
and that combined or blended  performance may be compared to the same indices to
which individual funds may be compared.

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

20   Information Regarding The Funds                American Century Investments

                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

The  Funds  offered  by  this  Prospectus  are a part  of the  American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-2021  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

INVESTING IN AMERICAN CENTURY

The  following  section  explains  how to  invest  in  American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

If  you   own  or  are   considering   purchasing   Fund   shares   through   an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 26.

HOW TO OPEN AN ACCOUNT

To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You must also certify whether you are subject
to withholding  for failing to report income to the IRS.)  Investments  received
without a certified taxpayer identification number will be returned.

The minimum  investment  is $2,500 for the Money Market Funds and $5,000 for the
Variable Price Funds.

The  minimum  investment  requirements  may  be  different  for  some  types  of
retirement  accounts.  Call one of our  Investor  Services  Representatives  for
information  on  our  retirement  plans,  which  are  available  for  individual
investors or for those investing through their employers.

Please note: If you register your account as belonging to multiple owners (e.g.,
as joint  tenants),  you must  provide us with  specific  authorization  on your
application in order for us to accept written or telephone  instructions  from a
single owner. Otherwise,  all owners will have to agree to any transactions that
involve the account  (whether the transaction  request is in writing or over the
telephone).

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S. dollars to
American Century Investments.

BY WIRE

You may make your initial  investment by wiring funds. To do so, call us or mail
a completed application and provide your bank with the following information:

o  RECEIVING BANK AND ROUTING NUMBER:
   Commerce Bank, N.A. (101000019)

o  BENEFICIARY (BNF):
   American Century Services Corporation
   4500 Main St., Kansas City, Missouri 64111

o  BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
   2804918

o  REFERENCE FOR BENEFICIARY (RFB):
   American  Century  account number into which you are investing.  If more than
   one, leave blank and see Bank to Bank Information below.

o  ORIGINATOR TO BENEFICIARY (OBI):
   Name and address of owner of account into which you are investing.

o  BANK TO BANK INFORMATION
   (BBI OR FREE FORM TEXT):

   o Taxpayer identification or Social Security number

   o If more than one account, account numbers and amount to be invested in each
     account.

   o Current tax year, previous tax year or rollover designation if an IRA.
     Specify whether IRA, SEP-IRA or SARSEP-IRA.

Prospectus                  How to Invest with American Century Investments   21

BY EXCHANGE

Call  1-800-345-2021  from 7 a.m. to 7 p.m.  Central time to get  information on
opening an account by exchanging from another American Century account. See this
page for more information on exchanges.

IN PERSON

If you prefer to work with a representative  in person,  please visit one of our
Investors Centers, located at:

4500 Main Street
Kansas City, Missouri 64111

1665 Charleston Road
Mountain View, California 94043

2000 S. Colorado Blvd.
Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

Subsequent  investments may be made by an automatic bank,  payroll or government
direct  deposit (see  "Automatic  Investment  Plan," this page) or by any of the
methods below. The minimum  investment  requirement for subsequent  investments:
$250 for checks submitted without the remittance portion of a previous statement
or confirmation, $50 for all other types of subsequent investments.

BY MAIL

When  making  subsequent  investments,  enclose  your check with the  remittance
portion of the confirmation of a previous investment.  If the investment slip is
not available, indicate your name, address and account number on your check or a
separate  piece of paper.  (Please  be aware  that the  investment  minimum  for
subsequent investments is higher without an investment slip.)

BY TELEPHONE

Once your  account is open,  you may make  investments  by telephone if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank  account.  You may  call an  Investor  Services  Representative  or use our
Automated Information Line.

BY ONLINE ACCESS

Once  your  account  is  open,  you may  make  investments  online  if you  have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

BY WIRE

You  may  make  subsequent   investments  by  wire.  Follow  the  wire  transfer
instructions on page 21 and indicate your account number.

IN PERSON

You may make subsequent  investments in person at one of our Investors  Centers.
The locations of our three Investors Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

You  may  elect  on  your  application  to  make  investments  automatically  by
authorizing us to draw on your bank account regularly.  Such investments must be
at least the  equivalent  of $50 per  month.  You also may  choose an  automatic
payroll or government  direct  deposit.  If you are  establishing a new account,
check the appropriate box under "Automatic  Invest-ments" on your application to
receive  more  information.  If you  would  like to add a direct  deposit  to an
existing account, please call one of our Investor Services Representatives.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

As long as you meet any minimum investment  requirements,  you may exchange your
Fund shares to our other funds up to six times per year per account. An exchange
request will be processed  the same day it is received if it is received  before
the fund's net asset values are calculated, which is one hour prior to the close
of the New York Stock  Exchange  for the funds in the  American  Century  Target
Maturities  Trust,  and at the close of the Exchange for all of our other funds.
See "When Share Price is Determined," page 27.

For any single  exchange,  the shares of each fund  being  acquired  must have a
value  of at  least  $100.  How-  ever,  we will  allow  investors  to set up an
Automatic  Exchange Plan between any two funds in the amount of at least $50 per
month. See our Investor Services Guide for further information about exchanges.

BY MAIL

You may direct us in writing to exchange  your shares from one American  Century
account to another. For additional information, please see our Investor Services
Guide.

22 How to Invest with American Century Investments  American Century Investments

BY TELEPHONE

You can  make  exchanges  over  the  phone  (either  with an  Investor  Services
Representative or using our Automated Information Line--see page 24) if you have
authorized  us to  accept  telephone  instructions.  You can  authorize  this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to receive the appropriate form.

BY ONLINE ACCESS

You can make exchanges  online if you have authorized us to accept  instructions
over the Internet.  You can authorize this by selecting  "Full Services" on your
application or by calling us at 1-800-345-2021 to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time.  Redemptions  will be made
at the next net asset value  determined after a complete  redemption  request is
received.

Please  note that a request  to redeem  shares in an IRA or 403(b)  plan must be
accompanied  by an  executed  IRS  Form  W4-P  and a reason  for  withdrawal  as
specified by the IRS.

BY MAIL

Your written  instructions  to redeem  shares may be made either by a redemption
form,  which we will send to you upon  request,  or by a letter  to us.  Certain
redemptions may require a signature guarantee. Please see "Signature Guarantee,"
page 24.

BY TELEPHONE

If you have authorized us to accept telephone instructions,  you may redeem your
shares by calling an Investor Services Representative.

BY CHECK-A-MONTH

If you have at least a $10,000  balance in your Variable Price Fund account,  or
if you have a Money Market Fund account, you may redeem shares by Check-A-Month.
A Check-A-Month plan  automatically  redeems enough shares each month to provide
you with redemption  proceeds in an amount you choose (minimum $50). To set up a
Check-A-Month plan, please call to request our Check-A-Month brochure.

OTHER AUTOMATIC REDEMPTIONS

If you have at least a $10,000  balance in your Variable Price Fund account,  or
if you have a Money  Market  Fund  account,  you may  elect to make  redemptions
automatically by authorizing us to send funds directly to you or to your account
at a bank or other financial institution. To set up automatic redemptions,  call
one of our Investor Services Representatives.

REDEMPTION PROCEEDS

Please  note  that  shortly  after a  purchase  of  shares  is made by  check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

Ordinarily,  all redemption  checks will be made payable to the registered owner
of the  shares  and will be  mailed  only to the  address  of  record.  For more
information, please refer to our Investor Services Guide.

BY WIRE AND ACH

You may  authorize  us to transmit  redemption  proceeds  by wire or ACH.  These
services will be effective 15 days after we receive the authorization.

Your bank will  usually  receive  wired funds  within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Wired  funds  are  subject  to a $10 fee to cover  bank wire  charges,  which is
deducted from redemption proceeds.  Once the funds are transmitted,  the time of
receipt and the funds' availability are not under our control.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

Whenever  the shares held in an account  have a value of less than the  required
minimum,  a letter  will be sent  advising  you to bring the value of the shares
held in the account up to the minimum.  If action is not taken within 90 days of
the letter's date, the shares held in the account will be redeemed and proceeds

Prospectus                  How to Invest with American Century Investments   23

from the redemption will be sent by check to your address of record.  We reserve
the right to increase the investment minimums.

SIGNATURE GUARANTEE

To protect your accounts from fraud,  some transactions will require a signature
guarantee.  Which transactions will require a signature guarantee will depend on
which service options you elect when you open your account.  For example, if you
choose "In Writing Only," a signature guarantee will be required when:

o    redeeming more than $25,000; or

o    establishing  or  increasing a  Check-A-Month  or automatic  transfer on an
     existing account.

You may obtain a signature guarantee from a bank or trust company, credit union,
broker- dealer,  securities exchange or association,  clearing agency or savings
association, as defined by federal law.

For a more in-depth  explanation of our signature  guarantee  policy,  or if you
live outside the United  States and would like to know how to obtain a signature
guarantee, please consult our Investor Services Guide.

We reserve the right to require a signature guarantee on any transaction,  or to
change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several  service  options to make your account easier to manage.  These
are listed on the account  application.  Please  make note of these  options and
elect the ones that are  appropriate  for you. Be aware that the "Full Services"
option offers you the most  flexibility.  You will find more  information  about
each of these service options in our Investor Services Guide.

Our special shareholder services include:

AUTOMATED INFORMATION LINE

We offer an Automated  Information  Line, 24 hours a day,  seven days a week, at
1-800-345-8765.  By calling the Automated  Information  Line,  you may listen to
fund prices,  yields and total return  figures.  You may also use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  If you have authorized us to accept telephone  instructions,  you
also may exchange shares from one fund to another via the Automated  Information
Line.  Redemption  instructions  cannot be given via the  Automated  Information
Line.

ONLINE ACCOUNT ACCESS

You may contact us 24 hours a day, seven days a week, at www.americancentury.com
to access  your funds'  daily  share  prices,  receive  updates on major  market
indexes  and view  historical  performance  of your funds.  If you select  "Full
Services" on your application,  you can use your personal access code and Social
Security  number  to view your  account  balances  and  account  activity,  make
subsequent  investments  from your bank account or exchange shares from one fund
to another.

CHECKWRITING

We offer  CheckWriting  as a service  option  for your  account in either of the
Money Market Funds.  CheckWriting allows you to redeem shares in your account by
writing  a  draft  ("check")  against  your  account  balance.  (Shares  held in
certificate  form may not be redeemed by check.) There is no limit on the number
of checks you can write, but each one must be for at least $100.

When you write a check,  you will  continue to receive  dividends  on all shares
until your check is presented  for payment to our clearing  bank.  If you redeem
all shares in your account by check,  any accrued  distributions on the redeemed
shares will be paid to you in cash on the next monthly distribution date.

If you want to add CheckWriting to an existing account that offers CheckWriting,
contact us by phone or mail for an appropriate form. For a new account,  you may
elect CheckWriting on your purchase  application by choosing the "Full Services"
option.  CheckWriting  is not available for any account held in an IRA or 403(b)
plan.

CheckWriting  redemptions may only be made on checks provided by us.  Currently,
there is no charge for checks or for the CheckWriting service.

We will return checks drawn on insufficient  funds or on funds from  investments
made by means  other  than by wire  within the  previous  15 days.  Neither  the
company nor our clearing bank will be liable for any loss or expenses associated
with  returned  checks. 

24 How to Invest with American Century Investments  American Century Investments

Your  account  may  be  assessed  a $15  service  charge  for  checks  drawn  on
insufficient funds.

A stop payment may be ordered on a check written  against your account.  We will
use reasonable  efforts to stop a payment,  but we cannot guarantee that we will
be able to do so. If we are successful in fulfilling a stop-payment  order, your
account may be assessed a $15 fee.

OPEN ORDER SERVICE

Through our open order service, you may designate a price at which to buy shares
of a variable  price fund by exchange from one of our money market  funds,  or a
price at which to sell shares of a variable price fund by exchange to one of our
money market funds. The designated  purchase price must be equal to or lower, or
the designated sale price equal to or higher, than the variable price fund's net
asset  value at the time the order is  placed,  If the  designated  price is met
within 90 calendar  days, we will execute your exchange order  automatically  at
that  price  (or  better).  Open  orders  not  executed  within  90 days will be
canceled.

If the fund you have selected deducts a distribution  from its share price, your
order  price  will  be  adjusted   accordingly  so  the  distribution  does  not
inadvertently  trigger an open order transaction on your behalf. If you close or
re-register  the  account  from which the shares are to be  redeemed,  your open
order will be canceled.

Because of their  time-sensitive  nature,  open order  transactions are accepted
only by  telephone  or in person.  These  transactions  are  subject to exchange
limitations  described  in  each  fund's  prospectus,  except  that  orders  and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your  tax-deferred  retirement plan. Call or write us
and request the appropriate forms for:

o  Individual Retirement Accounts ("IRAs");

o  403(b) plans for employees of public school
   systems and non-profit organizations; or

o  Profit sharing plans and pension plans for corporations and other employers.

If your IRA and 403(b) accounts do not total $10,000, each account is subject to
an annual $10 fee, up to a total of $30 per year.

You can also  transfer  your  tax-deferred  plan to us from  another  company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

Every account is subject to policies that could affect your  investment.  Please
refer to the Investor Services Guide for further  information about the policies
discussed below, as well as further detail about the services we offer.

(1)  We reserve the right for any reason to suspend the offering of shares for a
     period  of time,  or to  reject  any  specific  purchase  order  (including
     purchases by exchange).  Additionally,  purchases may be refused if, in the
     opinion  of the  manager,  they  are  of a  size  that  would  disrupt  the
     management of the Fund.

(2)  We reserve the right to make changes to any stated investment requirements,
     including  those that relate to purchases,  transfers and  redemptions.  In
     addition,  we may also alter, add to or terminate any investor services and
     privileges.  Any changes may affect all shareholders or only certain series
     or classes of shareholders.

(3)  Shares  being  acquired  must  be  qualified  for  sale in  your  state  of
     residence.

(4)  Transactions  requesting a specific price and date, other than open orders,
     will be  refused.  Once you  have  mailed  or  otherwise  transmitted  your
     transaction instructions to us, they may not be modified or canceled.

(5)  If a  transaction  request is made by a  corporation,  partnership,  trust,
     fiduciary,  agent or unincorporated  association,  we will require evidence
     satisfactory to us of the authority of the individual making the request.

(6)  We have  established  procedures  designed  to assure the  authenticity  of
     instructions  received by telephone.  These procedures  include  requesting
     personal  identification  from  callers,  recording  telephone  calls,  and
     providing written confirmations of telephone transactions. These procedures
     are  designed  to protect  shareholders  from  unauthorized  or  fraudulent
     instructions.

Prospectus                  How to Invest with American Century Investments   25

     If we do not employ  reasonable  procedures to confirm the  genuineness  of
     instructions,  then we may be liable  for  losses  due to  unauthorized  or
     fraudulent  instructions.  The company,  its transfer  agent and investment
     advisor  will not be  responsible  for any loss  due to  instructions  they
     reasonably believe are genuine.

(7)  All signatures  should be exactly as the name appears in the  registration.
     If the owner's name appears in the  registration  as Mary Elizabeth  Jones,
     she should sign that way and not as Mary E. Jones.

(8)  Unusual stock market conditions have in the past resulted in an increase in
     the number of shareholder  telephone calls. If you experience difficulty in
     reaching us during such periods, you may send your transaction instructions
     by mail,  express  mail or  courier  service,  or you may  visit one of our
     Investors Centers.  You may also use our Automated  Information Line if you
     have requested and received an access code and are not attempting to redeem
     shares.

(9)  If  you  fail  to  provide   us  with  the   correct   certified   taxpayer
     identification  number,  we may reduce any  redemption  proceeds  by $50 to
     cover the  penalty  the IRS will  impose on us for  failure to report  your
     correct taxpayer identification number on information reports.

(10) We will perform special inquiries on shareholder  accounts.  A research fee
     of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter,  we will send you a consolidated  statement
that summarizes all of your American Century holdings,  as well as an individual
statement for each fund you own that reflects all year-to-date  activity in your
account. You may request a statement of your account activity at any time.

With the exception of most automatic transactions, each time you invest, redeem,
transfer  or  exchange   shares,   we  will  send  you  a  confirmation  of  the
transactions. See the Investor Services Guide for more detail.

Carefully review all the information relating to transactions on your statements
and  confirmations  to ensure  that your  instructions  were acted on  properly.
Please  notify us  immediately  in writing if there is an error.  If you fail to
provide  notification of an error with reasonable  promptness,  i.e.,  within 30
days of  non-automatic  transactions  or  within  30  days  of the  date of your
consolidated quarterly statement, in the case of automatic transactions, we will
deem you to have ratified the transaction.

No later than January  31st of each year,  we will send you reports that you may
use in completing your U.S. income tax return.  See the Investor  Services Guide
for more information.

Each year, we will send you an annual and a semiannual  report  relating to your
fund,  each of which is  incorporated  herein by  reference.  The annual  report
includes audited financial  statements and a list of portfolio  securities as of
the  fiscal  year  end.  The  semiannual  report  includes  unaudited  financial
statements  for the first six  months of the fiscal  year,  as well as a list of
portfolio  securities at the end of the period. You also will receive an updated
prospectus at least once each year.  Please read these materials  carefully,  as
they will help you understand your fund.

EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS

Information  contained in our Investor  Services Guide pertains to  shareholders
who  invest   directly   with   American   Century   rather   than   through  an
employer-sponsored retirement plan or through a financial intermediary.

If  you   own  or  are   considering   purchasing   Fund   shares   through   an
employer-sponsored  retirement  plan,  your  ability to  purchase  shares of the
Funds,  exchange them for shares of other American Century funds, or redeem them
will depend on the terms of your plan.

If  you  own  or  are  considering   purchasing  Fund  shares  through  a  bank,
broker-dealer,  insurance company or other financial intermediary,  your ability
to purchase,  exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

You may  reach  one of our  Institutional  Service  Representatives  by  calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our Funds that you
are unable to obtain through your plan administrator or financial intermediary.

26 How to Invest with American Century Investments  American Century Investments

                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net asset
value is determined by calculating the total value of a fund's assets, deducting
total  liabilities and dividing the result by the number of shares  outstanding.
For all American Century funds,  except the American  Century Target  Maturities
Trust, net asset value is determined at the close of regular trading on each day
that the New York Stock Exchange is open, usually 3 p.m. Central time. Net asset
value for the Target Maturities is determined one hour prior to the close of the
Exchange.

Investments  and  requests to redeem or exchange  shares will  receive the share
price next  determined  after  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares of a fund  received by us or one of our agents before the net asset value
of the fund is  determined,  are  effective  on,  and  will  receive  the  price
determined,  that day.  Investment,  redemption and exchange  requests  received
thereafter  are effective on, and receive the price  determined on, the next day
the Exchange is open.

Investments  are considered  received only when payment is received by us. Wired
funds are considered  received on the day they are deposited in our bank account
if they are deposited before the net asset value is determined.

Investments by telephone  pursuant to your prior  authorization to us to draw on
your bank account are considered received at the time of your telephone call.

Investment and  transaction  instructions  received by us on any business day by
mail before the net asset value is  determined  will  receive  that day's price.
Investments  and  instructions  received  after that time will receive the price
determined on the next business day.

If you invest in Fund shares through an  employer-sponsored  retirement  plan or
other financial intermediary, it is the responsibility of your plan recordkeeper
or financial  intermediary  to transmit your  purchase,  exchange and redemption
requests to the Fund's  transfer agent prior to the applicable  cut-off time for
receiving orders and to make payment for any purchase transactions in accordance
with the Fund's  procedures or any contractual  arrangement with the Fund or the
Fund's distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The  valuation of assets for  determining  net asset value may be  summarized as
follows:

The portfolio  securities  of each Fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  are  generally  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used.  Depending on local convention or regulation,  securities traded
over-the-counter  are priced at the mean of the latest bid and asked prices,  or
at the last sale  price.  When  market  quotations  are not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Trustees.

Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the most recent mean
of the bid and asked prices  provided by investment  dealers in accordance  with
procedures established by the Board of Trustees.

Pursuant to a  determination  by the Money  Market  Funds' Board of Trustees and
Rule 2a-7 under the Investment  Company Act of 1940 (the "1940 Act"),  portfolio
securities of the Funds are valued at amortized  cost. When a security is valued
at amortized  cost, it is valued at its cost when  purchased,  and thereafter by
assuming a  constant  amortization  to  maturity  of any  discount  or  premium,
regardless of the impact of  fluctuating  interest  rates on the market value of
the instrument.

Prospectus                           Additional Information You Should Know   27

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset values of the Funds are published in leading newspapers daily. The
yields of the Money  Market  Funds are  published  weekly in  leading  financial
publications and daily in many local  newspapers.  The net asset values, as well
as yield  information  on the  Funds  and all the  other  funds in the  American
Century family of funds, may be obtained by calling us or accessing our Web site
at www.americancentury.com.

DISTRIBUTIONS

At the close of each day including Saturdays,  Sundays and holidays,  net income
of the Variable  Price Funds is determined and declared as a  distribution.  For
the  Money  Market  Funds,  net  income  plus net  realized  gains on  portfolio
securities  is  determined  and  declared  as a  distribution  daily,  including
Saturdays, Sundays and holidays. These distributions will be paid monthly on the
last Friday of each month, except for year-end  distributions which will be made
on the last business day of the year.

You will begin to participate in the  distributions  the day after your purchase
is  effective.  See "When  Share  Price is  Determined,"  page 27. If you redeem
shares,  you  will  receive  the  distribution  declared  for  the  day  of  the
redemption.  If all  shares  are  redeemed  (other  than by  CheckWriting),  the
distribution  on the  redeemed  shares  will be  included  with your  redemption
proceeds.

Distributions from net realized securities gains of the Variable Price Funds, if
any,  generally  are  declared  and paid  once a year,  but the  Funds  may make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the  provisions  of the 1940 Act.  The Money  Market Funds do not expect to
realize any long-term capital gains and, accordingly,  do not expect to make any
captial gains distributions.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.    For   shareholders   investing   through   taxable   accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b)  plans  paid  in  cash  only  if you  are at  least  591/2  years  old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date. Please consult our Investor Services Guide for
further information regarding your distribution options.

TAXES

Each Fund has elected to be taxed under  Sub-chapter  M of the Internal  Revenue
Code,  which means that to the extent its income is distributed to shareholders,
it pays no income taxes.

TAX-DEFERRED ACCOUNTS

If Fund shares are purchased through tax-deferred accounts,  such as a qualified
employer-sponsored   retirement  or  savings  plan,  income  and  capital  gains
distributions  paid by the  Funds  will  generally  not be  subject  to  current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored  retirement  and  savings  plans are  governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If Fund shares are purchased  through  taxable  accounts,  distributions  of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income, except as described below. The dividends from net income of the
Variable Price Funds do not qualify for the 70% dividends-received deduction for
corporations since they are derived from interest income. Dividends representing
income derived from  tax-exempt  bonds  generally  retain the bonds'  tax-exempt
character in a shareholder's  hands.  Distributions  from net long-term  capital
gains are taxable as long-term  capital  gains  regardless of the length of time
you have held the  shares on which such  distributions  are paid.  However,  you
should note that any loss  realized  upon the sale or  redemption of shares held
for six months or less will be treated as a long-term

28   Additional Information You Should Know         American Century Investments

capital loss to the extent of any distribution of long-term  capital gain to you
with respect to such shares.

Distributions are taxable to you regardless of whether they are taken in cash or
reinvested, even if the value of your shares is below your cost. If you purchase
shares  shortly  before  a  distribution,  you  must  pay  income  taxes  on the
distribution,  even though the value of your investment (plus cash received,  if
any) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the Fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains.

In  January  of the year  following  the  distribution,  if you own  shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your  distributions  for federal income tax purposes.  The Funds anticipate that
substantially  all of the  dividends to be paid by the Funds will be exempt from
federal  income  taxes to an  individual  unless,  due to that  person's own tax
situation,  he or she is subject to the AMT.  In that case,  it is likely that a
portion of the dividends  will be taxable to that  shareholder  while  remaining
tax-exempt  in the  hands of most  other  shareholders.  The Funds  will  advise
shareholders of the percentage, if any, of the dividends not exempt from federal
income tax, and the percentage,  if any,  subject to the individual AMT should a
shareholder be subject to it.

If you have not complied with certain  provisions  of the Internal  Revenue Code
and Regulations, we are required by federal law to withhold and remit to the IRS
31%  of  reportable  payments  (which  may  include  dividends,   capital  gains
distributions  and redemptions).  Those regulations  require you to certify that
the Social Security number or tax  identification  number you provide is correct
and that you are not subject to 31% withholding for previous  under-reporting to
the  IRS.  You  will be asked  to make  the  appropriate  certification  on your
application.  Payments  reported by us that omit your Social  Security number or
tax  identification  number will  subject us to a penalty of $50,  which will be
charged  against  your account if you fail to provide the  certification  by the
time the report is filed, and is not refundable.

Redemption  of  shares  of a fund  (including  redemptions  made in an  exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will generally  recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of Fund shares,  the reinvestment in additional Fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the Internal  Revenue Code,  resulting in a postponement  of the  recognition of
such loss for federal income tax purposes.

SPECIAL TAX INFORMATION

Each Fund  intends  to invest a  sufficient  portion  of its assets in state and
municipal obligations so that it will qualify to pay "exempt-interest dividends"
to shareholders.  Such exempt-interest dividends are generally excludable from a
shareholder's gross income for federal tax purposes.  If a Fund earned federally
taxable income from any of its  investments,  the income would be distributed to
shareholders as a taxable dividend as described above.

MUNICIPAL SECURITIES

Opinions relating to the validity of municipal  securities and the exemptions of
interest  thereon  from  federal  income tax are rendered by bond counsel to the
issuers.  The Funds and the Manager  rely on the opinion of bond  counsel and do
not undertake  any  independent  investigation  of  proceedings  relating to the
issuance  of state or  municipal  securities.  The Funds may  invest in  various
instruments  that are not traditional  state and local  obligations and that are
believed to generate  interest  excludable  from taxable  income under  Internal
Revenue  Code  Section  103,  including,  but not  limited to,  municipal  lease
obligations  and  inverse  floaters.  Although  the  Funds  may  invest in these
instruments,  they cannot  guarantee the tax-exempt  status of the income earned
thereon from any other investment.

Prospectus                           Additional Information You Should Know   29

AMT LIABILITY

To the extent that  either  California  Municipal  Money  Market and  High-Yield
Municipal  invest  in  municipal  obligations  (private  activity  bonds)  whose
interest  is treated as a tax  preference  item in  calculating  AMT  liability,
shareholders  who calculate AMT liability  will be required to include a portion
of the Fund's dividends as a tax preference item in making this calculation.  In
addition,  corporate  shareholders  may be required to include all dividends and
distri-butions  by the Fund in an  adjustment  of  alternative  minimum  taxable
income for purposes of the AMT and the  environmental tax imposed under Internal
Revenue Code Sections 55 and 59A, respectively.

EXEMPT-INTEREST DIVIDENDS

Exempt-interest dividends of a Fund, although exempt from regular federal income
tax, are includable in the tax base for  determining  the extent to which Social
Security or railroad retirement benefits will be subject to federal income tax.

Distributions  from net  short-term  capital gains and all or a portion of gains
realized upon the disposition of market discount bonds are federally  taxable as
ordinary income.  Long-term  capital gains  distributions  designated as capital
gain dividends are federally taxable as long-term  capital gains,  regardless of
how long you have held your shares.  Distributions  generally are subject to the
same tax treatment,  whether they are received in cash or in additional  shares.
Distributions  declared  to  shareholders  of record  in  October,  November  or
December  and paid in January of the  following  year are  treated as if paid on
December 31st.

If a Fund qualifies to pay exempt-interest  dividends, its income dividends will
be exempt  from  California  personal  income tax to the extent  that the Fund's
dividends are derived from interest on California  state  tax-free  obligations.
Distributions  derived from  obligations  other than  California  state tax-free
obligations, as well as distributions from short- or long-term capital gains and
any other taxable  income or gains,  are subject to California  personal  income
tax. The Funds'  dividends  are not exempt from  California  state  franchise or
corporate income taxes. Shareholders who are domiciled outside of California may
be subject to income,  personal  property,  intangibles  or other taxes in their
respective states.

You may realize a taxable gain or loss when you redeem (sell) or exchange shares
of a  Variable  Price  Fund.  For most  types of  accounts,  proceeds  from your
redemption transactions will be reported to the IRS annually.  However,  because
the  tax  treatment  depends  on your  purchase  price  and  your  personal  tax
situation,  your should keep regular  account  statements to use in  determining
your tax liability.

If your hold Fund  shares  for six  months or less,  the  deduction  of any loss
realized  upon  redemption  is  disallowed  to  the  extent  that  you  received
"exempt-interest  dividends" on those shares.  All  shareholders are required to
report the receipt of dividends  and  distributions,  including  exempt-interest
dividends, on their federal income tax returns.

Shareholders  should be aware that redeeming  shares of a Fund after  tax-exempt
interest  income  has been  accrued by a Fund but  before  that  income has been
distributed as a dividend may be  disadvantageous.  Any gain on such  redemption
will be taxable, even though the gain may be attributable in part to the accrued
tax-exempt interest that might have qualified as an exempt-interest  dividend if
distributed as a dividend rather than as redemption proceeds.

MANAGEMENT

INVESTMENT MANAGEMENT

The Funds are series of the American Century  California  Tax-Free and Municipal
Funds (the "Trust").  Under the laws of the Commonwealth of  Massachusetts,  the
Board of Trustees is  responsible  for  managing the business and affairs of the
Trust. Acting pursuant to an investment advisory agreement entered into with the
Trust,  Benham  Management  Corporation (the "Manager") serves as the investment
advisor of the Funds.  Its principal place of business is 1665 Charleston  Road,
Mountain  View,  California  94043.  The Manager has been  providing  investment
advisory services to investment companies and other clients since 1971.

The Manager  supervises  and manages the  investment  portfolio of each Fund and
directs the purchase and sale of its investment securities. It utilizes teams of
portfolio managers, assistant portfolio managers

30   Additional Information You Should Know         American Century Investments

and analysts acting  together to manage the assets of the Funds.  The teams meet
regularly  to  review  portfolio  holdings  and to  discuss  purchase  and  sale
activity.  The teams  adjust  holdings in the Funds'  portfolios  and the Funds'
asset  mix  as  they  deem  appropriate  in  pursuit  of the  Funds'  investment
objectives.  Individual  portfolio  manager members of the team may also adjusts
portfolio  holdings of the Funds or of sectors of the Funds as necessary between
team meetings.

In  June  1995,  American  Century  Companies,   Inc.  ("ACC")  acquired  Benham
Management  International,  Inc., the then-parent company of the Manager. In the
acquisition,  the Manager  became a wholly owned  subsidiary of ACC. ACC is also
the parent company of American Century  Investment  Management,  Inc.  ("ACIM"),
which  provides  investment  management  services to many funds in the  American
Century family of funds.

The portfolio  manager members of the teams managing the Funds described in this
Prospectus  and their  work  experience  for the last five  years are  listed as
follows:

G. DAVID MACEWEN,  Vice  President,  is the manager of the portfolio  management
team  which  manages  the  Funds  and has  had  primary  responsibility  for the
day-to-day  operations of California  Long-Term  Tax-Free and California Insured
Tax-Free  since May, 1991.  Mr.  MacEwen  joined  American  Century in 1991 as a
Senior Municipal  Portfolio Manager.  Mr. MacEwen is a member of the Association
of Investment  Management and Research (AIMR) and the Securities Analysts of San
Francisco. Mr. MacEwen has an MBA in finance from the University of Delaware and
a BA in Economics from Boston University.

TODD PARDULA, Municipal Portfolio Manager, has been directly responsible for the
management of the Money Market Funds since May, 1994.  Before he was promoted to
Portfolio  Manager,  Mr. Pardula,  who joined  American  Century in 1990, was an
Associate  Municipal  Credit  Analyst  for two  years.  Prior to that,  he was a
Customer Service Representative in the Investor Services Department. Mr. Pardula
is a Chartered  Financial Analyst and a member of the Securities Analysts of San
Francisco and the California Society of Municipal  Analysts.  He has a BS degree
in Finance from Santa Clara University.

JOEL SILVA,  Municipal Portfolio Manager,  has been directly responsible for the
management  of  California  Limited-Term  Tax-Free  and has been  co-manager  of
California Intermediate-Term Tax-Free since June, 1993. Before being promoted to
Portfolio  Manager,  Mr.  Silva was a  municipal  bond  trader.  Mr.  Silva is a
Registered  Representative  and  has a BS  degree  from  California  Polytechnic
University and an MBA from California State University in Hayward.

STEVEN M. PERMUT, Senior Portfolio Manager and Manager of Municipal Research, is
primarily responsible for the management of California High-Yield Municipal. Mr.
Permut is currently  Secretary-Treasurer  of the California Society of Municipal
Analysts and a member of the National Federation of Municipal Analysts. He has a
bachelor's  degree in Business and Geography from State  University of New York,
Oneonta.

COLLEEN M. DENZLER,  Senior  Municipal  Portfolio  Manager,  has been  primarily
responsible  for  the  day-to-day  operations  of  California  Intermediate-Term
Tax-Free  since January 1996.  Prior to joining the Manager in January 1996, Ms.
Denzler was a Portfolio Manager with Calvert Group for 10 years, specializing in
state tax-exempt portfolios. Ms. Denzler is a Chartered Financial Analyst and is
a member of the  Association  for Investment  Management and Research (AIMR) and
the  Washington  Society of Investment  Analysts.  Ms.  Denzler has a bachelor's
degree in Finance from Radford University.

The  activities  of the Manager are subject  only to  directions  of the Trust's
Board of Trustees.  For the services provided to the Funds, the Manager receives
an annual  fee which  cannot  exceed  0.50% of  average  daily net  assets.  The
Manager's  fee drops to a marginal  rate of 0.19% of average daily net assets as
the Trust's assets increase.

CODE OF ETHICS

The  Trust  and the  Manager  have  adopted a Code of  Ethics,  which  restricts
personal  investing  practices by  employees of the Manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information about the purchase or sale of securities in the Funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers and other invest-

Prospectus                           Additional Information You Should Know   31

ment  personnel,  the Code of Ethics  prohibits  acquisition of securities in an
initial public  offering,  as well as profits derived from the purchase and sale
of the same security within 60 calendar days.  These  provisions are designed to
ensure that the interests of the fund  shareholders come before the interests of
the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

American Century Services  Corporation,  4500 Main Street, Kansas City, Missouri
64111,  acts as  transfer  agent and  dividend-paying  agent for the Funds.  The
transfer agent provides facilities,  equipment and personnel to the Funds and is
paid for such services by the Funds. For administrative services, each Fund pays
the  transfer  agent a  monthly  fee equal to its pro rata  share of the  dollar
amount  derived from  applying the average  daily net assets of all of the Funds
managed by the Manager.  The  administrative fee rate ranges from 0.11% to 0.08%
of average daily net assets, dropping as assets managed by the Manager increase.
For transfer agent services, each Fund pays the transfer agent a monthly fee for
each  shareholder  account  maintained  and  for  each  shareholder  transaction
executed during that month.

The Funds  charge  no sales  commissions,  or  "loads,"  of any  kind.  However,
investors  who do not choose to purchase or sell Fund shares  directly  from the
transfer   agent  may   purchase   or  sell  Fund  shares   through   registered
broker-dealers  and other qualified  service  providers who may charge investors
fees for their services.  These  broker-dealers and service providers  generally
provide  shareholder,  administrative  and/or  accounting  services  which would
otherwise be provided by the transfer agent.  To accom- modate these  investors,
the  Manager  and  its  affiliates   have  entered  into  agreements  with  some
broker-dealers  and service  providers to provide these services.  Fees for such
services  are borne  normally  by the Funds at the  rates  normally  paid to the
transfer agent,  which would otherwise  provide the services.  Any  distribution
expenses associated with these arrangements are borne by the Manager.

Although there is no sales charge levied by the Funds, transactions in shares of
the Funds may be  executed  by  brokers  or  investment  advisors  who  charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer or financial  advisor and not remitted to the Funds or the
investment  manger.  You should be aware of the fact that these transactions may
be made directly with American Century without incurring such fees.

From time to time,  special services may be offered to shareholders who maintain
higher  share  balances in our family of funds.  These  services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions,  newsletters and a team of personal representatives.  Any expenses
associated  with  these  special  services  will be paid by the  Manager  or its
affiliates.

The  Manager  and  transfer  agent are both  wholly  owned by  American  Century
Companies, Inc. James E. Stowers Jr., Chairman of the Board of Directors of ACC,
controls ACC by virtue of his ownership of a majority of its common stock.

DISTRIBUTION OF FUND SHARES

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

EXPENSES

Each Fund pays certain operating expenses directly,  including,  but not limited
to:  custodian,  audit,  and legal fees;  fees of the  independent  directors or
trustees;  costs of printing and mailing prospectuses,  statements of additional
information, proxy statements,  notices, and reports to shareholders;  insurance
expenses;  and costs of registering the Fund's shares for sale under federal and
state securities laws. See the Funds' Statement of Additional  Information for a
more detailed discussion of independent trustee compensation.

32   Additional Information You Should Know         American Century Investments

FURTHER INFORMATION ABOUT AMERICAN CENTURY

The Trust was organized as a Massachusetts  business trust on February 18, 1983.
The Trust is a registered open-end management  investment company.  Its business
and affairs  are managed by its  officers  under the  direction  of its Board of
Trustees.

The principal office of the Trust is American  Century Tower,  4500 Main Street,
P.O. Box 419200, Kansas City, Missouri 64141-6200.  All inquiries may be made by
mail to that address,  or by telephone to 1-800-345-2021  (international  calls:
816-531-5575).

The Funds are  individual  series of the Trust which  issues  shares with no par
value.  The assets belonging to each series of shares are held separately by the
custodian and in effect each series is a separate fund.

Each share,  irrespective of series,  is entitled to one vote for each dollar of
net asset value applicable to such share on all questions,  except those matters
which must be voted on separately by the series of shares affected.
Matters affecting only one Fund are voted upon only by that Fund.

Shares have non-cumulative  voting rights,  which means that the holders of more
than 50% of the  votes  cast in an  election  of  trustees  can elect all of the
trustees if they choose to do so, and in such event the holders of the remaining
votes will not be able to elect any person or persons to the Board of Trustees.

Unless  required by the 1940 Act, it will not be necessary for the Trust to hold
annual meetings of  shareholders.  As a result,  shareholders  may not vote each
year on the  election of  trustees  or the  appointment  of  auditors.  However,
pursuant to the Trust's by-laws, the holders of shares representing at least 10%
of the votes  entitled  to be cast may  request  that the  Trust  hold a special
meeting of shareholders.  The Trust will assist in the communication  with other
shareholders.

WE RESERVE THE RIGHT TO CHANGE ANY OF OUR  POLICIES,  PRACTICES  AND  PROCEDURES
DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL INFORMATION,
WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN  THOSE  INSTANCES  WHERE  SHAREHOLDER
APPROVAL IS EXPRESSLY REQUIRED.

THIS PROSPECTUS  CONSTITUTES AN OFFER TO SELL SECURITIES OF A FUND ONLY IN THOSE
STATES WHERE THE FUND'S SHARES HAVE BEEN  REGISTERED OR OTHERWISE  QUALIFIED FOR
SALE. A FUND WILL NOT ACCEPT  APPLICATIONS FROM PERSONS RESIDING IN STATES WHERE
THE FUND'S SHARES ARE NOT REGISTERED.

Prospectus                           Additional Information You Should Know   33


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

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

Automated Information Line:
1-800-345-8765

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

Fax: 816-340-7962

Internet: www.americancentury.com

9701           [recycled logo]
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                                 [company logo]
                                    American
                                  Century(sm)




                      STATEMENT OF ADDITIONAL INFORMATION

                            [american century logo]
                             American Century (sm)

                                JANUARY 1, 1997

                                     BENHAM
                                     GROUP(R)

                        California Tax-Free Money Market
                        California Municipal Money Market
                        California Limited-Term Tax-Free
                      California Intermediate-Term Tax-Free
                          California Long-Term Tax-Free
                         California High-Yield Municipal
                           California Insured Tax-Free

                                 [front cover]


                      STATEMENT OF ADDITIONAL INFORMATION
                                JANUARY 1, 1997

                          AMERICAN CENTURY CALIFORNIA
                          TAX-FREE AND MUNICIPAL FUNDS

This statement is not a Prospectus  but should be read in  conjunction  with the
current  Prospectus for the American Century  California  Tax-Free and Municipal
Funds dated January 1, 1997. The Funds' annual reports for the fiscal year ended
August 31, 1996 are  incorporated by reference.  Please retain this document for
future reference.  To obtain the Prospectus,  call American Century  Investments
toll-free at 1-800-345-2021  (international calls: 816-531-5575),  or write P.O.
Box 419200, Kansas City, Missouri 64141-6200.


                               TABLE OF CONTENTS

Investment Policies and Techniques........................................2
Special Considerations Regarding California Municipal Securities..........9
Investment Restrictions..................................................14
Portfolio Transactions...................................................17
Valuation of Portfolio Securities........................................18
Performance..............................................................19
Taxes....................................................................21
About the Trust..........................................................23
Trustees and Officers....................................................24
Investment Advisory Services.............................................25
Transfer and Administrative Services.....................................27
Distribution of Fund Shares..............................................28
Direct Fund Expenses.....................................................28
Expense Limitation Agreement.............................................28
Additional Purchase and Redemption Information...........................28
Other Information........................................................29

NOTE:  Throughout this document,  American  Century--Benham  California Tax-Free
Money Market and American Century--Benham  California Municipal Money Market are
referred  to  collectively  as  the  Money  Market  Funds.  Likewise,   American
Century--Benham  California  Limited-Term  Tax-Free,   American  Century--Benham
California   Intermediate-Term  Tax-Free,  American  Century--Benham  California
Long-Term Tax-Free,  American  Century--Benham  California High-Yield Municipal,
and American  Century--Benham  California  Insured Tax-Free Fund are referred to
collectively as the Variable-Price Funds.

Statement of Additional Information                                   1

INVESTMENT POLICIES AND TECHNIQUES

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

MUNICIPAL NOTES

Municipal notes are issued by state and local governments or government entities
to provide short-term capital or to meet cash flow needs.

TAX  ANTICIPATION  NOTES  (TANS)  are issued in  anticipation  of  seasonal  tax
revenues,  such as ad valorem property,  income, sales, use, and business taxes,
and are payable from these future  taxes.  Tax  anticipation  notes  usually are
general  obligations  of the  issuer.  General  obligations  are  secured by the
issuer's  pledge of its full  faith and  credit  (i.e.,  taxing  power)  for the
payment of principal and interest.

REVENUE  ANTICIPATION  NOTES (RANS) are issued with the expectation that receipt
of future revenues,  such as federal revenue sharing or state aid payments, will
be used to repay the  notes.  Typically,  these  notes also  constitute  general
obligations of the issuer.

BOND  ANTICIPATION  NOTES (BANS) are issued to provide  interim  financing until
long-term financing can be arranged.  In most cases, the long-term bonds provide
the money for repayment of the notes.

TAX-EXEMPT  COMMERCIAL PAPER is an obligation with a stated maturity of 365 days
or less  issued to finance  seasonal  cash flow  needs or to provide  short-term
financing in anticipation of longer-term financing.

REVENUE ANTICIPATION WARRANTS, or reimbursement warrants, are issued to meet the
cash flow needs of the State of  California  at the end of a fiscal  year and in
the early weeks of the following  fiscal year.  These  warrants are payable from
unapplied money in the State's  General Fund,  including the proceeds of revenue
anticipation notes issued following  enactment of a State budget or the proceeds
of refunding warrants issued by the State.

MUNICIPAL BONDS

Municipal  bonds,  which  generally  have  maturities of more than one year when
issued,  are designed to meet longer-term  capital needs.  These securities have
two principal classifications: general obligation bonds and revenue bonds.

GENERAL OBLIGATION (GO) BONDS are issued by states, counties, cities, towns, and
regional districts to fund a variety of public projects,  including construction
of and improvements to schools,  highways, and water and sewer systems.  General
obligation  bonds are backed by the issuer's  full faith and credit based on its
ability to levy  taxes for the  timely  payment of  interest  and  repayment  of
principal,  although such levies may be  constitutionally or statutorily limited
as to rate or amount.

REVENUE BONDS are not backed by an issuer's taxing authority;  rather,  interest
and  principal  are  secured by the net  revenues  from a project  or  facility.
Revenue  bonds are issued to finance a variety  of capital  projects,  including
construction or refurbishment of utility and waste disposal  systems,  highways,
bridges,  tunnels,  air and sea port facilities,  schools,  and hospitals.  Many
revenue bond issuers provide  additional  security in the form of a debt-service
reserve  fund that may be used to make  payments of interest and  repayments  of
principal on the issuer's obligations.  Some revenue bond financings are further
protected  by a  state's  assurance  (without  obligation)  that it will make up
deficiencies in the debt-service reserve fund.

INDUSTRIAL DEVELOPMENT BONDS (IDBS), a type of revenue bond, are issued by or on
behalf of public  authorities to finance privately  operated  facilities.  These
bonds  are used to  finance  business,  manufacturing,  housing,  athletic,  and
pollution  control  projects,  as well as public facilities such as mass transit
systems, air and sea port facilities,  and parking garages.  Payment of interest
and  repayment  of  principal  on an IDB  depend  solely on the  ability  of the
facility's user to meet financial obligations, and on the pledge, if any, of the
real or personal property  financed.  The interest earned on IDBs may be subject
to the federal alternative minimum tax.

VARIABLE- AND FLOATING-RATE DEMAND OBLIGATIONS
The Funds may buy  variable- and  floating-rate  demand  obligations  (VRDOs and
FRDOs).  These obligations carry rights that permit holders to demand payment of
the unpaid principal plus accrued  interest,  from the issuers or from financial
intermediaries.

2                                          American Century Investments


Floating-rate  securities  have interest  rates that change  whenever there is a
change in a  designated  base  rate;  variable-rate  instruments  provide  for a
specified, periodic adjustment in the interest rate, which typically is based on
an index.  These rate  formulas are designed to result in a market value for the
VRDO or FRDO that approximates par value.

OBLIGATIONS WITH TERM PUTS ATTACHED

Each Fund may invest in  fixed-rate  bonds  subject  to third  party puts and in
participation  interests  in such  bonds  held by a bank in trust or  otherwise.
These bonds and  participation  interests have tender options or demand features
that  permit  the Funds to tender  (or put)  their  bonds to an  institution  at
periodic intervals and to receive the principal amount thereof.

Benham Management  Corporation (the "Manager"),  the Funds' investment  advisor,
expects that the Funds will pay more for securities  with puts attached than for
securities without these liquidity features. The Manager may buy securities with
puts  attached  to keep a Fund fully  invested  in  municipal  securities  while
maintaining  sufficient  portfolio  liquidity to meet redemption  requests or to
facilitate management of the Funds' investments.  To ensure that the interest on
municipal  securities  subject to puts is tax-exempt  to the Funds,  the Manager
limits the Funds' use of puts in accordance with applicable  interpretations and
rulings of the Internal Revenue Service (IRS).

Because it is difficult to evaluate the  likelihood of exercise or the potential
benefit of a put,  puts  normally  will be  determined  to have a value of zero,
regardless of whether any direct or indirect consideration is paid. Accordingly,
puts as  separate  securities  are not  expected  to affect the Funds'  weighted
average  maturities.  When a Fund has paid for a put, the cost will be reflected
as unrealized  depreciation on the underlying security for the period the put is
held.  Any gain on the sale of the  underlying  security  will be reduced by the
cost of the put.

There is a risk  that the  seller  of a put will not be able to  repurchase  the
underlying  obligation  when (or if) a Fund  attempts  to  exercise  the put. To
minimize such risks, the Funds will purchase obligations with puts attached only
from sellers deemed creditworthy by the Manager under the direction of the Board
of Trustees.

TENDER OPTION BONDS

Tender option bonds (TOBs) were created to increase the supply of  high-quality,
short-term tax-exempt  obligations,  and thus they are of particular interest to
the  Money  Market  Funds.   However,  any  of  the  Funds  may  purchase  these
instruments.

TOBs are created by municipal  bond dealers who  purchase  long-term  tax-exempt
bonds in the  secondary  market,  place the  certificates  in  trusts,  and sell
interests in the trusts with puts or other liquidity  guarantees  attached.  The
credit quality of the resulting synthetic short-term  instrument is based on the
guarantor's short-term rating and the underlying bond's long-term rating.

There is some risk  that a  remarketing  agent  will  renege on a tender  option
agreement if the underlying bond is downgraded or defaults. Because of this, the
Manager  monitors the credit quality of bonds underlying the Funds' TOB holdings
and  intends  to sell or put back any TOB if the rating on its  underlying  bond
falls  below the  second-highest  rating  category  designated  by a  nationally
recognized statistical rating agency (a "rating agency").

The  Manager  also takes  steps to  minimize  the risk that the Fund may realize
taxable   income  as  a  result  of  holding  TOBs.   These  steps  may  include
consideration  of (a) legal opinions  relating to the  tax-exempt  status of the
underlying  municipal bonds, (b) legal opinions relating to the tax ownership of
the underlying  bonds, and (c) other elements of the structure that could result
in taxable income or other adverse tax consequences.

After purchase, the Manager monitors factors related to the tax-exempt status of
the Fund's TOB  holdings in order to  minimize  the risk of  generating  taxable
income.

WHEN-ISSUED AND FORWARD
COMMITMENT AGREEMENTS

The Funds may engage in municipal  securities  transactions  on a when-issued or
forward commitment basis in which the transaction price and yield are each fixed
at the time the  commitment is made,  but payment and delivery occur at a future
date (typically 15 to 45 days later).

When purchasing securities on a when-issued or forward commitment basis, the
Fund assumes the

Statement of Additional Information                                   3


rights  and  risks  of  ownership,  including  the  risks  of  price  and  yield
fluctuations.  While  the  Fund  will  make  commitments  to  purchase  or  sell
securities with the intention of actually  receiving or delivering  them, it may
sell the securities  before the settlement date if doing so is deemed  advisable
as a matter of investment strategy.

In purchasing  securities on a when-issued or forward commitment basis, the Fund
will maintain until the settlement date a segregated account consisting of cash,
cash equivalents,  or high-quality  liquid securities in an amount sufficient to
meet the purchase price. When the time comes to pay for when-issued  securities,
the Fund will meet its  obligations  with  available  cash,  through the sale of
securities,  or,  although it would not normally expect to do so, by selling the
when-issued securities themselves (which may have a market value greater or less
than the Fund's payment  obligation).  Selling securities to meet when-issued or
forward commitment obligations may generate capital gains or losses.

The Funds may sell a security and at the same time make a commitment to purchase
the same security at a future date and specified  price.  Conversely,  the Funds
may purchase a security and at the same time make a commitment  to sell the same
security at a future date and specified  price.  These types of transactions are
executed  simultaneously in what are known as "dollar-roll" or  "cash-and-carry"
transactions.  For example,  a  broker-dealer  may seek to purchase a particular
security  that  the  Funds  own.  The  Funds  will  sell  that  security  to the
broker-dealer and simultaneously  enter into a forward  commitment  agreement to
buy it back at a future date. This type of transaction  generates income for the
Funds if the dealer is willing to execute the  transaction at a favorable  price
in order to  acquire  a  specific  security.  In  purchasing  "dollar-rolls"  or
"cash-and-carry"  transactions, the Fund will maintain until the settlement date
a segregated  account  consisting of cash,  cash  equivalents,  or  high-quality
liquid securities in an amount sufficient to meet the purchase price.

As an  operating  policy,  each Fund will not commit  more than 50% of its total
assets to when-issued or forward commitment  agreements.  If fluctuations in the
value of  securities  held  cause more than 50% of a Fund's  total  assets to be
committed under when-issued or forward commitment  agreements,  the Manager need
not sell such  agreements,  but it will be restricted from entering into further
agreements  on behalf of the Fund until the  percentage  of assets  committed to
such agreements is below 50% of total assets.

MUNICIPAL LEASE OBLIGATIONS

Each Fund may invest in municipal lease obligations.  These  obligations,  which
may take the form of a lease,  an installment  purchase,  or a conditional  sale
contract,  are issued by state and local  governments and authorities to acquire
land and a wide variety of equipment and facilities.  Generally,  the Funds will
not hold such obligations directly as a lessor of the property but will purchase
a participation  interest in a municipal  lease  obligation from a bank or other
third party.

Municipal  leases  frequently  carry risks distinct from those  associated  with
general obligation or revenue bonds. State  constitutions and statutes set forth
requirements that states and  municipalities  must meet to incur debt. These may
include  voter  referenda,  interest rate limits,  or public sale  requirements.
Leases,  installment  purchases,  or conditional  sale contracts (which normally
provide for title to the leased  asset to pass to the  government  issuer)  have
evolved  as a way for  government  issuers  to acquire  property  and  equipment
without meeting  constitutional  and statutory  requirements for the issuance of
debt.

Many leases and contracts include  nonappropriation  clauses, which provide that
the  governmental  issuer has no  obligation to make future  payments  under the
lease  or  contract  unless  money is  appropriated  for  such  purposes  by the
appropriate  legislative  body on a yearly or other  periodic  basis.  Municipal
lease   obligations  also  may  be  subject  to  abatement  risk.  For  example,
construction  delays or  destruction of a facility as a result of an uninsurable
disaster  that  prevents  occupancy  could result in all or a portion of a lease
payment not being made.

California and its  municipalities  are the largest  issuers of municipal  lease
obligations in the United States.

INVERSE FLOATERS (VARIABLE-PRICE FUNDS)

The Variable-Price Funds may hold inverse floaters. An inverse floater is a type
of  derivative  that  bears an  interest  rate that  moves  inversely  to market
interest rates. As market interest rates rise, the interest rate on

4                                          American Century Investments


inverse floaters goes down, and vice versa.  Generally,  this is accomplished by
expressing  the interest rate on the inverse  floater as an  above-market  fixed
rate of interest, reduced by an amount determined by reference to a market-based
or bond-specific  floating interest rate (as well as by any fees associated with
administering the inverse floater program).

Inverse  floaters  may be issued in  conjunction  with an equal  amount of Dutch
Auction  floating-rate bonds (floaters),  or a market-based index may be used to
set the interest rate on these securities.  Floaters and inverse floaters may be
brought to market by a broker-dealer  who purchases  fixed-rate bonds and places
them in a trust or by an issuer seeking to reduce  interest  expenses by using a
floater/inverse floater structure in lieu of fixed-rate bonds.

In the case of a broker-dealer  structured offering (where underlying fixed-rate
bonds have been placed in a trust),  distributions from the underlying bonds are
allocated to floater and inverse floater holders in the following manner:

(i)  Floater  holders  receive  interest  based on rates set at a Dutch Auction,
     which  is  typically  held  every 28 to 35 days.  Current  and  prospective
     floater  holders  bid the  minimum  interest  rate that they are willing to
     accept on the  floaters,  and the interest  rate is set just high enough to
     ensure that all of the floaters are sold.

(ii) Inverse  floater  holders  receive all of the interest  that remains on the
     underlying bonds after floater interest and auction fees are paid.

Procedures for determining the interest payment on floaters and inverse floaters
brought to market directly by the issuer are  comparable,  although the interest
paid on the inverse  floaters is based on a presumed coupon rate that would have
been required to bring  fixed-rate  bonds to market at the time the floaters and
inverse floaters were issued.

Where inverse floaters are issued in conjunction with floaters,  inverse floater
holders may be given the right to acquire the underlying  security (or to create
a fixed-rate  bond) by calling an equal amount of  corresponding  floaters.  The
underlying security may then be held or sold. However, typically, there are time
constraints and other limitations associated with any right to combine interests
and claim the underlying security.

Floater holders subject to a Dutch Auction  procedure  generally do not have the
right to "put back"  their  interests  to the issuer or to a third  party.  If a
Dutch  Auction  fails,  the floater  holder may be required to hold its position
until the underlying bond matures,  during which time interest on the floater is
capped at a predetermined rate.

The  secondary  market for  floaters and inverse  floaters  may be limited.  The
market value of inverse  floaters tends to be  significantly  more volatile than
fixed-rate  bonds.  The interest rates on inverse  floaters may be significantly
reduced, even to zero, if interest rates rise.

LOWER-QUALITY BONDS
(CALIFORNIA HIGH-YIELD MUNICIPAL)

As indicated in the Prospectus, an investment in California High-Yield Municipal
carries  greater risk than an investment in the other Funds because the Fund may
invest without  limitation in lower-rated  bonds and unrated bonds judged by the
Manager to be of comparable quality (collectively, "lower-quality bonds").

While the market  values of  higher-quality  bonds tend to  correspond to market
interest rate changes,  the market values of lower-quality bonds tend to reflect
the financial condition of their issuers.

Projects  financed through the issuance of lower-quality  bonds are often highly
leveraged. The issuer's ability to service its debt obligations may be adversely
affected  by an  economic  downturn,  a period of  rising  interest  rates,  the
issuer's  inability to meet  projected  revenue  forecasts,  or a lack of needed
additional financing.

Lower-quality  bonds generally are unsecured and often are subordinated to other
obligations of the issuer. These bonds frequently have call or buy-back features
that permit the issuer to call or repurchase the bond from the holder. Premature
disposition  of  a  lower-quality  bond  due  to a  call  or  buy-back  feature,
deterioration  of the  issuer's  creditworthiness,  or a  default  may  make  it
difficult  for the  Manager to manage the flow of income to the Fund,  which may
have negative tax implications for shareholders.

The market for  lower-quality  bonds  tends to be  concentrated  among a smaller
number of dealers than the market for higher-quality bonds. This market is domi-

Statement of Additional Information                                   5


nated by dealers  and  institutions  (including  mutual  funds),  rather than by
individuals.  To the extent that a secondary  trading  market for  lower-quality
bonds exists, it may not be as liquid as the secondary market for higher-quality
bonds.  Limited  liquidity in the secondary  market may adversely  affect market
prices and hinder the Manager's  ability to dispose of particular  bonds when it
determines  that  it is in the  best  interest  of the  Fund  to do so.  Reduced
liquidity may also hinder the Manager's  ability to obtain market quotations for
purposes of valuing the Fund's portfolio and determining its net asset value.

The  Manager  continually   monitors  securities  to  determine  their  relative
liquidity.

The Fund may incur expenses in excess of its ordinary  operating  expenses if it
becomes necessary to seek recovery on a defaulted lower-quality bond.

LIMITED-TERM SECURITIES (VARIABLE-PRICE FUNDS)

Under  certain   circumstances,   California   Long-Term  Tax-Free,   California
High-Yield  Municipal,  and California Insured Tax-Free may invest in short-term
municipal or U.S.  government  securities,  including  money market  instruments
(short-term  securities).  Except as otherwise required for temporary  defensive
purposes,  the Manager does not expect these Funds'  investments  in  short-term
securities to exceed 35% of total assets.  If a Fund invests in U.S.  government
securities,  a portion of dividends paid to shareholders  will be taxable at the
federal  level,  and may be  taxable at the state  level,  as  ordinary  income.
However,  the Manager  intends to minimize such  investments  and, when suitable
short-term  municipal  securities are  unavailable,  may allow the Funds to hold
cash to avoid generating taxable dividends.

Pursuant to an exemptive order from the Securities and Exchange Commission, each
Variable-Price  Fund may  invest up to 5% of its  total  assets in shares of the
Money Market Funds to facilitate cash management provided that the investment is
consistent  with the  Funds'  investment  policies  and  restrictions.  To avoid
generating dividend income subject to the federal alternative minimum tax (AMT),
the Variable-Price Funds (excluding  California High-Yield Municipal) will limit
their  Money  Market Fund  investments  to  California  Tax-Free  Money  Market.
California High-Yield Municipal, which ordinarily invests in AMT securities, may
invest  up to 5% of its total  assets  in  shares of either of the Money  Market
Funds.

CONCENTRATION OF ASSETS IN OBLIGATIONS ISSUED TO FINANCE SIMILAR PROJECTS OR
FACILITIES

From time to time, a  significant  portion of a Fund's assets may be invested in
municipal  obligations  related  to  the  extent  that  economic,  business,  or
political developments affecting one of these obligations could affect the other
obligations in a similar manner.  For example,  if a Fund invested a significant
portion of its assets in utility bonds and a state or federal  government agency
or  legislative  body  promulgated  or  enacted  new  environmental   protection
requirements  for utility  providers,  projects  financed by utility bonds could
suffer as a class. Additional financing might be required to comply with the new
environmental  requirements,  and  outstanding  debt might be  downgraded in the
interim.  Among other  factors  that could  negatively  affect  bonds  issued to
finance  similar types of projects are state and federal  legislation  regarding
financing  for  municipal  projects,  pending  court  decisions  relating to the
validity  or  means  of  financing  municipal  projects,  material  or  manpower
shortages,  and  declining  demand for  projects or  facilities  financed by the
municipal bonds.

FUTURES AND OPTIONS (VARIABLE-PRICE FUNDS)

Each Variable-Price  Fund may enter into futures contracts,  options, or options
on futures  contracts.  Some  futures  and options  strategies,  such as selling
futures,  buying puts, and writing  calls,  hedge a Fund's  investments  against
price fluctuations.  Other strategies, such as buying futures, writing puts, and
buying calls, tend to increase market exposure. The Funds do not use futures and
options transactions for speculative purposes.

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

FUTURES  CONTRACTS  provide  for the sale by one party and  purchase  by another
party of a specific  security  at a  specified  future  time and price.  Futures
contracts are

6                                          American Century Investments


traded  on  national  futures  exchanges.  Futures  exchanges  and  trading  are
regulated  under the  Commodity  Exchange Act by the Commodity  Futures  Trading
Commission (CFTC), a U.S. government agency. The Funds may engage in futures and
options transactions based on securities indexes such as the Bond Buyer Index of
Municipal Bonds that are consistent with the Fund's investment  objectives.  The
Fund may also  engage in futures  and  options  transactions  based on  specific
securities such as U.S. Treasury bonds or notes.

Bond Buyer  Municipal  Bond Index  futures  contracts  differ  from  traditional
futures  contracts in that when  delivery  takes place,  no bonds change  hands.
Instead,  these  contracts  settle in cash at the spot market  value of the Bond
Buyer Municipal Bond Index.  Although other types of futures  contracts by their
terms call for actual  delivery or acceptance of the underlying  securities,  in
most cases the  contracts are closed out before the  settlement  date. A futures
position may be closed by taking an opposite  position in an identical  contract
(i.e.,  buying a contract  that has  previously  been sold or selling a contract
that has previously been bought).

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

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

RISKS RELATED TO FUTURES AND OPTIONS  TRANSACTIONS.  Futures and options  prices
can be volatile,  and trading in these markets  involves  certain risks.  If the
Manager applies a hedge at an inappropriate  time or judges interest rate trends
incorrectly, futures and options strategies may lower a Fund's return.

A Fund could suffer  losses if it were unable to close out its position  because
of an illiquid secondary market.  Futures contracts may be closed out only on an
exchange that provides a secondary market for these  contracts,  and there is no
assurance that a liquid secondary  market will exist for any particular  futures
contract at any particular time. Consequently, it may not be possible to close a
futures  position when the Manager  considers it  appropriate or desirable to do
so. In the  event of  adverse  price  movements,  a Fund  would be  required  to
continue making daily cash payments to maintain its required margin. If the Fund
had insufficient cash, it might have to sell portfolio  securities to meet daily
margin  requirements  at a time when the Manager would not otherwise elect to do
so.  In  addition,  a Fund  may be  required  to  deliver  or take  delivery  of
instruments  underlying  futures  contracts  it holds.  The Manager will seek to
minimize  these risks by limiting  the  contracts  entered into on behalf of the
Funds to those traded on national futures  exchanges and for which there appears
to be a liquid secondary market.

A Fund could  suffer  losses if the prices of its futures and options  positions
were poorly correlated with its other investments,  or if securities  underlying
futures contracts purchased by a Fund had different maturities than those of the
portfolio  securities being hedged. Such imperfect  correlation may give rise to
circumstances in which a Fund loses money on a futures contract at the same time
that it experiences a decline in the value of its "hedged" portfolio securities.
A Fund could also lose margin  payments it has deposited  with a margin  broker,
if, for example, the broker became bankrupt.

Most  futures  exchanges  limit the amount of  fluctuation  permitted in futures
contract  prices during a single  trading day. The daily limit  establishes  the
maximum  amount that the price of a futures  contract may vary either up or down
from the previous day's settlement price at the end of the trading session.

Statement of Additional Information                                   7


Once the daily  limit has been  reached in a  particular  type of  contract,  no
trades may be made on that day at a price beyond the limit.  However,  the daily
limit  governs  only  price  movement  during  a  particular  trading  day  and,
therefore,  does not limit potential  losses.  In addition,  the daily limit may
prevent  liquidation  of unfavorable  positions.  Futures  contract  prices have
occasionally moved to the daily limit for several  consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses.

OPTIONS  ON  FUTURES.  By  purchasing  an option on a futures  contract,  a Fund
obtains the right,  but not the obligation,  to sell the futures contract (a put
option) or to buy the contract (a call option) at a fixed strike  price.  A Fund
can  terminate  its  position  in a put  option by  allowing  it to expire or by
exercising the option.  If the option is exercised,  the Fund completes the sale
of the  underlying  security  at the  strike  price.  Purchasing  an option on a
futures  contract  does not  require a Fund to make margin  payments  unless the
option is exercised.

Although  they do not  currently  intend to do so, the Funds may write (or sell)
call  options that  obligate it to sell (or  deliver)  the  option's  underlying
instrument  upon  exercise of the option.  While the receipt of option  premiums
would  mitigate  the  effects of price  declines,  the Funds  would give up some
ability to participate in a price increase on the underlying security. If a Fund
were to engage in options transactions, it would own the futures contract at the
time a call were written and would keep the contract  open until the  obligation
to deliver it pursuant to the call expired.

RESTRICTIONS ON THE USE OF FUTURES  CONTRACTS AND OPTIONS.  Each  Variable-Price
Fund may enter into futures contracts, options, or options on futures contracts,
provided  that such  obligations  represent  no more than 20% of the  Fund's net
assets.  Under the  Commodity  Exchange  Act, a Fund may enter into  futures and
options  transactions  (a) for hedging purposes without regard to the percentage
of assets committed to initial margin and option premiums, or (b) for other than
hedging  purposes,  provided that assets  committed to initial margin and option
premiums  do not exceed 5% of the Fund's net assets.  To the extent  required by
law, each Fund will set aside cash and appropriate liquid assets in a segregated
account to cover its obligations related to futures contracts and options.

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

MUNICIPAL BOND INSURERS
(CALIFORNIA INSURED TAX-FREE)

Securities  held by  California  Insured  Tax-Free  may be (a)  insured  under a
new-issue  insurance policy obtained by the issuer of the security,  (b) insured
under a secondary  market  insurance  policy purchased by the Fund or a previous
bond holder, or (c) insured under a "when-in-portfolio" policy held by the Fund.
The  following   paragraphs  provide  some  background  on  the  bond  insurance
organizations  most  frequently  relied upon for municipal bond insurance in the
United States.

AMBAC Indemnity  Corporation  (AMBAC Indemnity) is a  Wisconsin-domiciled  stock
insurance  corporation  with  admitted  assets  of  approximately  $2.1  billion
(unaudited) and statutory capital of approximately  $1.2 billion  (unaudited) as
of  December  31,  1994.   Statutory   capital  consists  of  AMBAC  Indemnity's
policyholders'  surplus and statutory contingency reserve.  AMBAC Indemnity is a
wholly  owned  subsidiary  of  AMBAC  Inc.,  a  publicly-held  company.  Moody's
Investors  Service,  Inc. (Moody's) and Standard & Poor's Corporation (S&P) have
rated AMBAC Indemnity's claims-paying ability Aaa and AAA, respectively.

Financial Guaranty Insurance Company (FGIC) is a wholly owned subsidiary of FGIC
Corporation,  a Delaware  corporation with admitted assets of $2.1 billion and a
statutory  capital  base of $1.1  billion as of  December  31,  1994.  Statutory
capital  consists of total capital and surplus as well as  contingency  reserve.
FGIC's claims-paying  ability was rated Aaa/AAA/AAA by Moody's,  S&P, and Fitch,
respectively.

Municipal Bond Investors  Assurance  Corporation  (MBIA) is a monoline insurance
company organized as a New York corporation. As of December 31, 1994,

8                                          American Century Investments


MBIA  (consolidated)  had  admitted  assets of $3.4 billion  (unaudited),  total
liabilities of $1.6 billion  (unaudited),  and total capital and surplus of $1.7
billion (unaudited).  All bond issues insured by MBIA are rated "Aaa" by Moody's
and all  short-term  loans insured by MBIA  "MIG-1." All bond issues  insured by
MBIA are rated "AAA" by S&P.

SPECIAL CONSIDERATIONS REGARDING CALIFORNIA
MUNICIPAL SECURITIES

As briefly discussed in the Prospectus,  the Funds are susceptible to political,
economic,  and  regulatory  events that affect  issuers of California  municipal
obligations. These include possible adverse affects of California constitutional
amendments, legislative measures, voter initiatives, and other matters described
below.

The following  information  about risk factors is provided in view of the Funds'
policies of concentrating their assets in California municipal securities.  This
information  is based on  recent  official  statements  relating  to  securities
offerings  of  California  issuers,  although it does not  constitute a complete
description  of the  risk  associated  with  investing  in  securities  of these
issuers.  While the  Manager  has not  independently  verified  the  information
contained  in  the  official  statements,  it  has  no  reason  to  believe  the
information is inaccurate.

ECONOMIC OVERVIEW

California's  economy is the largest  among the 50 states and one of the largest
in the world. The State's population of over 30 million as of 1990, representing
approximately  12% of the  U.S.  population,  grew  by 27% in the  1980s.  Total
personal income, an estimated $703 billion in 1994,  accounted for approximately
12% of personal income nationwide.  In 1994, total employment  increased 260,000
from 1993 levels of 13.8 million.  Jobs are concentrated in the service,  trade,
and manufacturing sectors.

From mid-1990 to late 1993,  the State's  economy  suffered its worst  recession
since the 1930s,  with recovery  starting  later than for the nation as a whole.
The  State has  experienced  the worst  job  losses of any  post-war  recession.
Prerecession  job levels may not be  realized  until near the end of the decade.
The largest job losses have been in Southern California,  led by declines in the
aerospace  and  construction   industries.   Weakness   statewide   occurred  in
manufacturing,  construction,  services,  and trade.  Additional  military  base
closures will have further  adverse  effects on the State's economy later in the
decade.

Since the  start of 1994,  the  California  economy  has  shown  signs of steady
recovery and growth.  The State  Department  of Finance  reports net job growth,
particularly in  construction  and related  manufacturing,  wholesale and retail
trade,  transportation,  recreation,  and  services.  This growth has offset the
continuing but slowing job losses in the aerospace industry and restructuring of
the  finance  and  utility   sectors.   Unemployment   in  the  State  was  down
substantially  in 1994 from its 10% peak in  January,  1994,  but still  remains
higher than the  national  average  rate.  Retail sales were up strongly in 1994
from year-earlier  figures.  Delay or slowdown in recovery will adversely affect
State revenues.

CONSTITUTIONAL LIMITATIONS ON TAXES

Many  California  issuers  rely on ad  valorem  property  taxes as a  source  of
revenue.  The taxing powers of California  local  governments  and districts are
limited by Article XIIIA of the  California  Constitution,  enacted by voters in
1978 and commonly known as "Proposition  13." Article XIIIA limits to 1% of full
cash value the rate of ad  valorem  taxes on real  property  and  restricts  the
reassessment  of  property  to 2% per year,  except  where new  construction  or
changes of ownership have occurred  (subject to a number of exemptions).  Taxing
entities  may,  however,  raise ad valorem  taxes above the 1% limit to pay debt
service on voter-approved bonded indebtedness. The U.S. Supreme Court has upheld
Proposition 13 against claims that it has unlawfully  resulted in widely varying
tax liability on similarly situated properties.

Article XIIIA also requires voters of any  governmental  unit to give two-thirds
approval to levy any "special tax." Subsequent court  decisions,  however,  have
allowed non-voter  approved "general taxes" so long as they are not dedicated to
a specific use. In response to these decisions,  voters adopted an initiative in
1986 that  imposed  new limits on the  ability of local  government  entities to
raise  or  levy  general  taxes  without  voter  approval.  Based  upon  a  1991
intermediate appellate court decision, it was believed that significant parts of
this initiative, known as "Proposition 62," were unconstitutional.  On September
28, 1995, the

Statement of Additional Information                                   9


California  Supreme Court  rendered a decision in the case of Santa Clara County
Local Transportation Authority v. Guardino which rejected the prior decision and
upheld   Proposition   62,  while   striking  down  a  1/2-cent  sales  tax  for
transportation  purposes  which  was  approved  by a  majority,  but  less  than
two-thirds,  vote.  Proposition 62 does not apply to charter  cities,  but other
local  governments  may be  constrained  in  raising  any  taxes  without  voter
approval.

CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS

The State and its local  governments  are  subject  to an annual  appropriations
limit imposed by Article XIIIB of the California Constitution.  This article was
enacted by voters in 1979 and was  significantly  amended by Propositions 98 and
111 in 1988 and  1990,  respectively.  Article  XIIIB  prohibits  the  State and
subject local governments from spending  "appropriations  subject to limitation"
in excess of an  appropriations  limit.  The  appropriations  limit is  adjusted
annually to reflect population changes and changes in the cost of living as well
as transfers of responsibility between government units. "Appropriations subject
to limitation" are authorizations to spend "proceeds of taxes" consisting of tax
revenues  and certain  other  charges and fees to the extent that such  proceeds
exceed the cost of providing the product or service.  However, proceeds of taxes
exclude most State subventions to local governments.

"Excess revenues" under Article XIIIB are measured over a two-year cycle.  Local
governments  must  return any excess  revenues  to  taxpayers  through  tax rate
reductions.  The State  must  refund  50% of any excess and pay the other 50% to
schools and community  colleges.  With the  application  of more liberal  annual
adjustment  factors  since  1988 and  depressed  revenues  since 1990 due to the
recession,  few governments are currently  operating near their spending limits,
but this  condition  may  change  over time.  Local  governments  may,  by voter
approval, exceed their spending limits for a limited time.

Because of the complex nature of Articles XIIIA and XIIIB,  the  ambiguities and
possible  inconsistencies  in their terms,  and the  impossibility of predicting
future appropriations, population changes, changes in the cost of living, or the
probability of continuing legal challenges,  it is difficult to measure the full
impact of these Articles on the California municipal market or on the ability of
California issuers to pay debt service on their obligations.

OBLIGATIONS OF THE STATE OF CALIFORNIA

As of October  1, 1995,  the State had  approximately  $18.4  billion of general
obligation bonds outstanding, and approximately $3.3 billion remained authorized
but  unissued.  Of the  State's  outstanding  general  obligation  debt,  22% is
presently self-liquidating (i.e., program revenues are expected to be sufficient
to reimburse  the General Fund for debt service  payments).  In fiscal  1994-95,
debt  service  on  general   obligation  bonds  and   lease-purchase   debt  was
approximately 5.25% of General Fund revenues.

The State's  principal  sources of General Fund revenues for fiscal 1993-94 were
the California personal income tax (44% of total revenues), the sales tax (35%),
bank and corporation  taxes (12%),  and the gross premium tax on insurance (3%).
Historically,  the State has paid the  principal  of and interest on its general
obligation bonds, lease-purchase debt, and short-term obligations when due.

GENERAL.  Throughout the 1980s,  State spending  increased  rapidly as the State
population and economy also grew rapidly,  including increased spending for many
assistance programs to local governments,  which were constrained by Proposition
13 and other laws.  The largest  State  program is  assistance  to local  public
school  districts.  In 1988,  an initiative  (Proposition  98) was enacted which
(subject to suspension by a two-thirds vote of the Legislature and the Governor)
guarantees  local school  districts  and community  college  districts a minimum
share of State General Fund revenues (currently about 33%).

Since the start of 1990-91  Fiscal Year,  the State has faced adverse  economic,
fiscal, and budget conditions.  The economic recession  seriously affected State
tax  revenues.  It also  caused  increased  expenditures  for health and welfare
programs. The State is also facing a structural imbalance in its budget with the
largest programs supported by the General Fund (education,  health,  welfare and
corrections)  growing at rates  higher than the growth  rates for the  principal
revenue  sources  of  the  General  Fund.  These  structural  concerns  will  be
exacerbated  in coming  years by the  expected  need to  substantially  increase
capital and operating funds for corrections as a result of a "Three Strikes" law
enacted in 1994.

10                                         American Century Investments


RECENT BUDGETS. As a result of these factors,  among others, from the late 1980s
until 1992-93,  the State had a period of nearly chronic budget imbalance,  with
expenditures  exceeding  revenues  in  four  out of six  years,  and  the  State
accumulated  and sustained a budget deficit in the budget  reserve,  the Special
Fund for Economic Uncertainties ("SFEU") approaching $2.8 billion at its peak at
June 30, 1993. Starting in the 1990-91 Fiscal Year and for each year thereafter,
each budget required multibillion dollar actions to bring projected revenues and
expenditures   into  balance  and  to  close  large  "budget  gaps"  which  were
identified.  The  Legislature  and  Governor  eventually  agreed  on a number of
different  steps  to  produce  Budget  Acts in the  years  1991-92  to  1994-95,
including:

*    significant cuts in health and welfare program expenditures;

*    transfers of program  responsibilities  and funding from the State to local
     governments, coupled with some reduction in mandates on local government;

*    transfer of about $3.6 billion in annual local  property tax revenues  from
     cities, counties,  redevelopment agencies and some other districts to local
     school districts, thereby reducing State funding for schools;

*    reduction in growth of support for higher education programs,  coupled with
     increases in student fees;

*    revenue increases (particularly in the 1991-92 Fiscal Year budget), most of
     which were for a short duration;

*    increased  reliance on aid from the federal  government to offset the costs
     of  incarcerating,  educating and providing  health and welfare services to
     undocumented aliens (although these efforts have produced much less federal
     aid than the State Administration has requested); and

*    various one-time adjustments and accounting changes.

Despite  these  budget  actions,  the  effects  of the  recession  led to large,
unanticipated  deficits in the SFEU, as compared to projected positive balances.
By the start of the 1993-94  Fiscal Year, the  accumulated  deficit was so large
(almost  $2.8  billion)  that it was  impractical  to budget to retire it in one
year,  so a two-year  program  was  implemented,  using the  issuance of revenue
anticipation  warrants  to carry a portion  of the  deficit  over the end of the
fiscal  year.  When the economy  failed to recover  sufficiently  in 1993-94,  a
second two-year plan was implemented in 1994-95,  to carry the final  retirement
of the deficit into 1995-96.

The combination of stringent budget actions cutting State expenditures,  and the
turnaround  of the  economy  by late 1993,  finally  led to the  restoration  of
positive  financial  results.  While General Fund revenues and expenditures were
essentially equal in FY 1992-93 (following two years of excess expenditures over
revenues),  the General  Fund had positive  operating  results in FY 1993-94 and
1994-95,  which have  reduced  the  accumulated  budget  deficit to around  $600
million as of June 30, 1995.

A consequence of the accumulated  budget  deficits in the early 1990s,  together
with other  factors  such as  disbursement  of funds to local  school  districts
"borrowed"  from future  fiscal years and hence not shown in the annual  budget,
was to  significantly  reduce the State's  cash  resources  available to pay its
ongoing  obligations.  When the  Legislature  and the Governor failed to adopt a
budget for the 1992-93 Fiscal Year by July 1, 1992, which would have allowed the
State to carry out its normal  annual cash flow  borrowing to replenish its cash
reserves,  the State Controller was forced to issue registered warrants ("IOUs")
to  pay a  variety  of  obligations  representing  prior  years'  or  continuing
appropriations,  and mandates  from court orders.  Available  funds were used to
make  constitutionally-mandated  payments,  such as debt  service  on bonds  and
warrants.  Between July 1, and September 4, 1992, the State Controller  issued a
total of approximately $3.8 billion of registered warrants. After that date, all
remaining  outstanding  registered warrants (about $2.9 billion) were called for
redemption  from proceeds of the issuance of 1992 Interim Notes after the budget
was adopted.

The  State's  cash  condition  became so serious in late spring of 1992 that the
State Controller was required to issue revenue anticipation warrants maturing in
the following  fiscal year in order to pay the State's  continuing  obligations.
The State was forced to rely  increasingly  on external debt markets to meet its
cash needs, as a succession of notes and warrants (both forms of short-term cash
flow financing) were issued in the

Statement of Additional Information                                  11


period  from June 1992 to July 1994,  often  needed to pay  previously  maturing
notes or  warrants.  These  borrowings  were used also in part to spread out the
repayment of the accumulated budget deficit over the end of a fiscal year.

The State issued $7.0 billion of  short-term  debt in July 1994 to meet its cash
flow needs and to finance the deferral of part of the accumulated budget deficit
to the 1995-96  fiscal year. In order to assure  repayment of $4 billion of this
borrowing  which matures on April 25, 1996, the State enacted  legislation  (the
"Trigger  Law") which can lead to  automatic,  across-the-board  cuts in General
Fund  expenditures  in either the 1994-95 or 1995-96  fiscal  years if cash flow
projections made at certain times during those years show deterioration from the
projections  made in July 1994 when the  borrowings  were made.  On November 15,
1994,  the State  Controller  as part of the Trigger Law reported  that the cash
position  of the  General  Fund on June 30,  1995,  would be about $580  million
better than earlier projected,  so no automatic budget adjustments were required
in 1994-95. The Controller's report showed that loss of federal funds was offset
by higher  revenues,  lower  expenditures,  and certain other  increases in cash
resources.

CURRENT BUDGET.  For the first time in four years, the State entered the 1995-96
fiscal year with strengthening revenues based on an improving economy. The major
feature of the Governor's proposed Budget, a 15% phased tax cut, was rejected by
the Legislature.

The 1995-96  Budget Act was signed by the  Governor  on August 3, 1995,  34 days
after the start of the  fiscal  year.  The  Budget  Act  projects  General  Fund
revenues and transfers of $44.1 billion,  a 3.5 percent  increase from the prior
year.  Expenditures  are budgeted at $43.4 billion,  a 4 percent  increase.  The
Department of Finance  projects  that,  after repaying the last of the carryover
budget deficit, there will be a positive balance of less than $30 million in the
budget reserve, the Special Fund for Economic  Uncertainties,  at June 30, 1996,
providing no margin for adverse results during the year.

The  Department of Finance  projects cash flow  borrowings in the 1995-96 Fiscal
Year will be the smallest in many years, comprising about $2 billion of notes to
be issued in April, 1996, and maturing by June 30, 1996. With full payment of $4
billion of revenue anticipation  warrants on April 25, 1996, the Department sees
no further need for borrowing  over the end of the fiscal year.  The  Department
projects that available internal cash resources to pay State obligations will be
almost $2 billion at June 30, 1996.  This  "cushion"  will be re-examined by the
State  Controller  on October 15, 1995, in the last step under the "Trigger Law"
process.  If the  Controller  believes the available  internal cash resources on
June 30, 1996,  will, in fact, be zero or less, her report would start a process
which could lead to automatic budget cuts starting in December 1995.

The  principal  features of the  1995-96  Budget Act, in addition to those noted
above, are additional cuts in health and welfare expenditures (some of which are
subject to approvals or waivers by the federal  government);  assumed receipt of
an additional $473 million of federal aid for illegal  immigrant  costs;  and an
increase in per-pupil  funding for public  schools and community  colleges,  the
first such significant increase in four years.

In July 1994, all three of the rating  agencies that rate the State's  long-term
debt lowered  their ratings of the State's  general  obligation  bonds.  Moody's
Investors Service,  Inc. lowered its rating from "Aa" to "A1," Standard & Poor's
Ratings Group lowered its rating from "A+" to "A" and termed the bond outlook as
"stable," and Fitch Investors Service, Inc. lowered its rating from "AA" to "A."
The credit  quality of  obligations  issued by local  California  issuers is not
directly  related to the  quality of  obligations  issued by the State,  and the
State has no obligation to make payments on local debt  obligations in the event
of  default.  As  described  below,  the  State's  fiscal  problems  have placed
considerable pressure on local governments.

Finally,  the State is involved in certain  legal  proceedings  that, if decided
against the State, may require the State to make significant future expenditures
or substantially impair revenues.

OBLIGATIONS OF OTHER ISSUERS

Property  tax  revenues  received by local  governments  declined  more than 50%
following  passage  of  Proposition  13 in 1978.  Subsequently,  the  California
legislature  enacted measures to provide for the  redistribution  of the State's
General  Fund  surplus to local  agencies,  the  reallocation  of certain  State
revenues to local agencies,  and the assumption of certain government  functions
by the State to assist the State's munici-

12                                         American Century Investments

palities.  However,  in response to the fiscal  crisis at the State  level,  the
Legislature in 1992-93 and 1993-94 effectively  reversed the post-Proposition 13
"bailout" aid and directed over $3 billion of city, county, and special district
property taxes to school districts, which enabled the State to reduce its aid to
schools by the same  amount.  Part of this  shortfall is to be covered by a 0.5%
sales tax allocated to local government  public safety purposes.  The 0.5% sales
tax increase was imposed by Proposition 172, which was approved by a majority of
voters at the statewide election on November 2, 1993.

Even with these cuts and property tax shifts, over 70% of the State General Fund
expenditures are for local government  assistance.  To the extent that the State
is  constrained  by its Article XIIIB  appropriations  limit,  its obligation to
conform to Proposition 98, or other fiscal considerations, the absolute level or
rate of growth of State assistance to local governments may be reduced. Any such
reductions in State aid could  compound the serious fiscal  constraints  already
experienced by many local governments, particularly counties.

ORANGE COUNTY BANKRUPTCY

On December 6, 1994, Orange County,  California (the "County") together with the
pooled  investment  funds (the "Pools") filed for protection  under Chapter 9 of
the  federal  Bankruptcy  Code,  after  reports  that  the  Pools  had  suffered
significant  market losses in its investments  caused a liquidity crisis for the
Pools and the  County.  More than 180 other  public  entities,  most but not all
located in the County,  were also depositors in the Pools.  The County estimated
the Pools' loss at about $1.69 billion, or 23% of its initial deposits of around
$7.5 billion. Many of the entities which kept moneys in the Pools, including the
County, faced cash flow difficulties because of the bankruptcy filing and may be
required to reduce programs or capital projects. Moody's and Standard and Poor's
have suspended,  reduced to below investment grade levels,  or placed on "Credit
Watch" various  securities of the County and the entities  participating  in the
Pools.

On May 2, 1995, the Bankruptcy  Court approved a settlement  agreement  covering
claims of the other  participating  entities  against  the County and the Pools.
Most  participants have received in cash 80% (90% for school districts) of their
Pools' investment; the balance is to be paid in the future. The County succeeded
in deferring,  by consent, until June 30, 1996, the repayment of $800 million of
short-term  obligations due in July and August,  1995; these notes are, however,
considered to be in default by Moody's and S&P. On June 27, 1995,  County voters
turned down a proposal for temporary  0.5%  increase in local sales tax,  making
the County's fiscal recovery much harder.

A new financial plan has been implemented based largely on transfer of moneys to
the County from other local government entities, and further expenditure cuts.

The State of California  has no obligation  with respect to any  obligations  or
securities of the County or any of the other participating entities.

CALIFORNIA  ASSESSMENT  AND  SPECIAL  TAX BONDS may be  adversely  affected by a
general decline in real estate values or a further slowdown in real estate sales
activity.  In many cases,  such bonds are secured by land that is undeveloped at
the time of issuance but is expected to be developed  within a few years. In the
event of continued reductions or slowdowns,  development may not occur or may be
delayed,  thereby  increasing  the risk of  default on the  bonds.  Because  the
special assessments or taxes securing these bonds are not the personal liability
of the owners of the  property  assessed,  the lien on the  property is the only
security for the bonds.  Moreover,  in most cases,  the issuer of these bonds is
not required to make  payments on the bonds in the event of  delinquency  in the
payment of assessments or taxes,  except from amounts, if any, in a reserve fund
established for the bonds.

Certain CALIFORNIA LONG-TERM LEASE OBLIGATIONS,  though typically payable from a
municipality's  general  fund,  are  subject  to  "abatement"  in the  event the
facility  being leased is  unavailable  for  beneficial use and occupancy by the
municipality during the term of the lease. Abatement is not a default, and there
may be no remedies  available  to the holders of the  certificates  in the event
abatement  occurs and  available  reserves and  insurance  are  inadequate.  For
example,  several years ago the Richmond  Unified School District entered into a
lease transaction in which certain existing properties of the District were sold
and leased back in order to obtain funds to cover operating deficits.  Following
a fiscal  crisis in which the  District's  finances  were  taken over by a State
receiver, the

Statement of Additional Information                                  13


District failed to make rental payments on this lease, resulting in a lawsuit by
the trustee for the certificate of participation  holders in which the State was
named a defendant (on the grounds that it controlled the  District's  finances).
One of the defenses  raised in answer to this lawsuit was the  invalidity of the
original  lease  transaction.  The trial  court  ruled in favor of the  trustee.
Although  a  settlement  of this case is now  expected,  any  ultimate  judgment
against the trustee may have adverse  implications  for lease  transactions of a
similar nature issued by other California municipalities.

The  repayment of industrial  development  bonds secured by real property may be
affected by California laws limiting foreclosure rights of creditors. Securities
backed by health care and hospital  revenues may be affected by changes in State
regulations  governing  cost  reimbursements  to  health  care  providers  under
Medi-Cal  (the  State's  Medicaid  program),  including  the policy of  awarding
exclusive contracts to certain hospitals.

Limitations  on  ad  valorem  property  taxes  may   particularly   affect  "tax
allocation" bonds issued by California  redevelopment  agencies.  Such bonds are
secured solely by the increase in assessed valuation of a redevelopment  project
area  after the start of  redevelopment  activity.  In the event  that  assessed
values in the  redevelopment  project area decline  (e.g.,  because of a natural
disaster such as an earthquake),  the tax increment  revenue may be insufficient
to make  principal  and interest  payments on these bonds.  Both Moody's and S&P
suspended  ratings on  California  tax  allocation  bonds after the enactment of
Articles  XIIIA and XIIIB and have only  resumed  such  ratings  on a  selective
basis.

In addition,  Proposition  87, approved by California  voters in 1988,  requires
that any increase in project area property tax revenues  produced by an increase
in the  property  tax rate go directly to the taxing  entity on whose behalf the
taxes are levied to repay that entity's general  obligation  indebtedness.  As a
result,  although  redevelopment  agencies  (typical  issuers of tax  allocation
bonds)  continue to receive  additional  taxes  collected  on  increases  in the
assessed  value of the  taxable  property in the  project  area,  they no longer
receive that portion of any increase attributable to an increase in the property
tax rate.

The  effect of these  various  constitutional  and  statutory  changes  upon the
ability of California  municipal  issuers to pay interest and principal on their
obligations  remains  unclear.  Other measures  affecting the taxing or spending
authority of California or its political subdivisions may be approved or enacted
in the future. Legislation may be introduced that would modify existing taxes or
other   revenue-generating   measures,   or  that   would   further   limit  or,
alternatively, increase the ability of state and local governments to impose new
taxes or increase  existing taxes. It is not possible to determine the effect of
such legislation on the ability of state or local government entities to pay the
interest on, or repay the principal of, California municipal obligations.

Most of California is within an active  geologic region subject to major seismic
activity.  California municipal  obligations held by the Funds could be affected
by  interruptions of revenues due to damaged  facilities,  income tax deductions
for  casualty  losses,  or  property  tax  assessment  reductions.  Compensatory
financial  assistance  could be constrained by the inability of (i) an issuer to
have obtained earthquake insurance coverage at reasonable rates, (ii) an insurer
to perform on its contracts of insurance in the event of widespread  losses,  or
(iii) the federal or state  governments to appropriate  sufficient  funds within
their respective budget limitations.

INVESTMENT RESTRICTIONS

The Funds' investment  restrictions set forth below. Except for those designated
as operating  policies,  the restrictions are fundamental and may not be changed
without approval of "a majority of the outstanding votes of shareholders" of the
Fund, as determined in accordance with the Investment Company Act of 1940.

EACH MONEY MARKET FUND MAY NOT:

(1)  Borrow money in excess of 33-1/3% of the market value of its total  assets,
     and then only from a bank and as a temporary measure to satisfy  redemption
     requests  for  extraordinary  or  emergency  purposes,  and  provided  that
     immediately after any such borrowing there is an asset coverage of at least
     300 per centum for all such borrowings.  To secure any such borrowing, each
     Money Market Fund may not mortgage,  pledge,  or  hypothecate  in excess of
     33-1/3% of the value of its total assets. Each Money Market Fund will

14                                         American Century Investments


     not purchase any security while borrowings representing more than 5% of its
     total assets are outstanding.

(2)  Act as an underwriter of securities issued by others,  except to the extent
     that the purchase of municipal  securities or other  permitted  investments
     directly from the issuer thereof or from an underwriter for an issuer,  and
     the later  disposition  of such  securities in  accordance  with the Fund's
     investment policies and techniques, may be deemed to be an underwriting.

(3)  Purchase, sell, or invest in real estate, commodities, commodity contracts,
     foreign exchange, or interests in oil, gas, or other mineral exploration or
     development  programs,  provided that this limitation will not prohibit the
     purchase of municipal  securities and other debt securities secured by real
     estate or interests therein.

(4)  Engage in any short-selling operations.

(5)  Make  loans to others,  except in  accordance  with the  Fund's  investment
     objective and policies.

(6)  Purchase any equity  securities  in any  companies,  including  warrants or
     bonds with warrants attached,  or any preferred stocks,  convertible bonds,
     or convertible debentures.

(7)  Engage in margin  transactions  or in transactions  involving puts,  calls,
     straddles, or spreads, except that it may purchase and hold securities with
     rights to put securities to the seller (standby  commitments) in accordance
     with its investment techniques.

(8)  Invest in securities that are not readily  marketable or the disposition of
     which is restricted under federal securities laws (collectively,  "illiquid
     securities") if, as a result,  more than 10% of the Fund's net assets would
     be invested in illiquid securities.

(9)  Issue or sell any class of senior  security  as defined  in the  Investment
     Company Act of 1940 except to the extent  that notes  evidencing  temporary
     borrowings   or  the   purchase  of   securities   on  a   when-issued   or
     delayed-delivery basis might be deemed such.

(10) Acquire or retain the securities of any other investment  company except in
     connection with a merger, consolidation, acquisition, or reorganization.

(11) Purchase or retain  securities  of any issuer if, to the  knowledge  of the
     Trust's  management,  those  officers  and Trustees of the Trust and of its
     investment  advisor,  who  each  own  beneficially  more  than  0.5% of the
     outstanding securities of such issuer,  together own beneficially more than
     5% of such  securities.  However,  such  restrictions  will  not  apply  to
     holdings of issuers of industrial development bonds.

(12) Acquire securities for the purpose of exercising control over management of
     the issuer.

(13) As an operating policy, purchase any security if, as a result, more than 5%
     of the value of the Fund's total assets would be invested in the securities
     of issuers that at the time of purchase had been in operation for less than
     three years, except obligations issued or guaranteed by the U.S. government
     or its agencies and municipal  securities (for this purpose,  the period of
     operation  of any  issuer  will  include  the  period of  operation  of any
     predecessor or unconditional guarantor of such issuer), provided,  however,
     that for the  purpose  of this  limitation,  industrial  development  bonds
     issued by non-governmental users will not be deemed municipal securities.

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

EACH VARIABLE-PRICE FUND MAY NOT:

(1)  Borrow money in excess of 33-1/3% of the market value of its total  assets,
     and then only from a bank and as a temporary measure to satisfy  redemption
     requests  for  extraordinary  or  emergency  purposes,  and  provided  that
     immediately after any such borrowing there is an asset coverage of at least
     300%  for  all  such  borrowings.   To  secure  any  such  borrowing,  each
     Variable-Price  Fund may not mortgage,  pledge, or hypothecate in excess of
     33-1/3% of the value of its total assets.  (The deposit of assets in escrow
     in  connection  with  the  writing  of  covered  put and call  options  and
     collateral arrangements with respect to ini-

Statement of Additional Information                                  15


     tial or variation margin deposits for futures  contracts will not be deemed
     to be a pledge of the Fund's  assets.)  Each  Variable-Price  Fund will not
     purchase any security  while  borrowings  representing  more than 5% of its
     total assets are outstanding.

(2)  Act as an underwriter of securities issued by others,  except to the extent
     that the purchase of municipal securities,  or other permitted investments,
     directly from the issuer thereof or from an underwriter for an issuer,  and
     the later  disposition  of such  securities in  accordance  with the Fund's
     investment policies and techniques, may be deemed to be an underwriting.

(3)  Purchase, sell, or invest in real estate, commodities, commodity contracts,
     foreign exchange, or interests in oil, gas, or other mineral exploration or
     development  programs,  provided that this limitation will not prohibit the
     purchase of municipal  securities and other debt securities secured by real
     estate or interests therein and will not prohibit the Fund from purchasing,
     selling,  or entering into options on securities or indexes of  securities,
     futures contracts, options on futures contracts, or any other interest rate
     hedging  instrument,  subject  to the  Fund's  compliance  with  applicable
     provisions of the federal securities or commodities laws.

(4)  Engage in any short-selling operations,  except that the Fund may purchase,
     sell, or enter into short  positions in options on securities or indexes of
     securities,  futures contracts, options on futures contracts, and any other
     interest  rate hedging  instrument  as may be  permitted  under the federal
     securities or commodities laws.

(5)  Make  loans to others,  except in  accordance  with the  Fund's  investment
     objective and policies.

(6)  Purchase any equity securities in any company,  including warrants or bonds
     with warrants  attached,  or any preferred  stocks,  convertible  bonds, or
     convertible debentures.

(7)  Engage in margin transactions,  except that it may purchase, sell, or enter
     into positions in options on securities or indexes of  securities,  futures
     contracts,  options on futures  contracts,  and other interest rate hedging
     instruments,  and may make margin deposits in connection therewith, and may
     purchase and hold  securities  with rights to put  securities to the seller
     (standby commitments) in accordance with its investment policies.

(8)  Invest in securities that are not readily  marketable or the disposition of
     which is restricted under federal securities laws  (collectively  "illiquid
     securities") if, as a result,  more than 10% of the Fund's net assets would
     be invested in illiquid securities.

(9)  Issue or sell any class of senior  security  as defined  in the  Investment
     Company  Act of 1940  except to the extent  that  transactions  in options,
     futures,  options on futures,  and other interest rate hedging instruments,
     notes evidencing temporary  borrowings,  or the purchase of securities on a
     when-issued or delayed-delivery basis might be deemed such.

(10) Acquire or retain the  securities of any other  investment  company  except
     that the Fund  may,  for  temporary  purposes,  purchase  shares of a money
     market mutual fund,  subject to such  restrictions as may be imposed by (i)
     the Investment Company Act of 1940 and rules thereunder,  or (ii) any State
     in which shares of the Fund are  registered,  and may acquire shares of any
     investment company in connection with a merger, consolidation, acquisition,
     or reorganization.

(11) Purchase or retain  securities  of any issuer if, to the  knowledge  of the
     Trust's  management,  those  officers  and Trustees of the Trust and of its
     investment  advisor,  who  each  beneficially  own  more  than  0.5% of the
     outstanding securities of such issuer,  together beneficially own more than
     5% of such  securities.  However,  such  restrictions  will  not  apply  to
     holdings of the issuers of industrial development bonds.

(12) Acquire securities for the purpose of exercising control over management of
     the issuer.

(13) As an operating policy, purchase any security if, as a result, more than 5%
     of the value of the Fund's total assets would be invested in the securities
     of issuers that at the time of purchase had been in operation for less than
     three years, except obligations issued or guaranteed by the U.S. government
     or its agencies and municipal  securities (for this purpose,  the period of
     operation of any issuer will include the period of opera-

16                                         American Century Investments

     tion  of any  predecessor  or  unconditional  guarantor  of  such  issuer),
     provided,  however,  that for the  purpose of this  limitation,  industrial
     development  bonds  issued  by  non-governmental  users  will not be deemed
     municipal securities.

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

Unless otherwise indicated,  with the exception of the percentage limitations on
borrowing,  the  restrictions  apply at the time  transactions are entered into.
Accordingly,  any later  increase or decrease  beyond the  specified  limitation
resulting  from a change in the  Fund`s  net assets  will not be  considered  in
determining whether it has complied with its investment restrictions.

For purposes of the Funds' investment restrictions,  the party identified as the
"issuer"  of a  municipal  security  depends on the form and  conditions  of the
security.  When the assets and revenues of a political  subdivision are separate
from those of the government  that created the  subdivision  and the security is
backed only by the assets and revenues of the  subdivision,  the  subdivision is
deemed  the sole  issuer.  Similarly,  in the case of an IDB,  if the bond  were
backed  only  by  the  assets  and  revenues  of a  non-governmental  user,  the
non-governmental  user would be deemed the sole issuer.  If, in either case, the
creating  government or some other entity were to guarantee  the  security,  the
guarantee would be considered a separate security and treated as an issue of the
guaranteeing entity.

PORTFOLIO TRANSACTIONS

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

Under normal  conditions,  the  Variable-Price  Funds' annual portfolio turnover
rates are not expected to exceed 100%.  Because a higher turnover rate increases
transaction  costs and may increase taxable capital gains, the Manager carefully
weighs  the   potential   benefits  of   short-term   investing   against  these
considerations.

The  Variable-Price  Funds' portfolio  turnover rates for the fiscal years ended
August 31, 1996, and 1995 are indicated in the table below.

PORTFOLIO TURNOVER RATES
- ------------------------------------------------------------------------
                                        Fiscal Year     Fiscal Year
     Fund                                  1996            1995
- ------------------------------------------------------------------------
California Limited-Term Tax-Free          43.70%          49.75%
California Intermediate-Term Tax-Free     35.66%          25.44%
California Long-Term Tax-Free             41.66%          59.92%
California High-Yield Municipal           35.98%          40.00%
California Insured Tax-Free               42.71%          40.45%
- ------------------------------------------------------------------------

Investment  decisions are made for each Fund  independently  from those made for
other funds  advised by the  Manager.  From time to time,  however,  two or more
funds advised by the Manager may hold the same security.  When two or more funds
are simultaneously  engaged in purchasing or selling a security,  the prices and
amounts are  allocated  in a manner  believed by the Manager to be  equitable to
each of the funds involved. In some instances,  simultaneous  transactions could
have a  detrimental  effect  on the price or value of a  security  as far as the
participating funds are concerned.  In other instances,  however, the ability to
participate in volume transactions will produce better prices and executions for
the funds.

Statement of Additional Information                                  17


VALUATION OF PORTFOLIO SECURITIES

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

The Manager  typically  completes  its trading on behalf of each Fund in various
markets  before the  Exchange  closes for the day.  Each  Fund's  share price is
calculated  by adding the value of all  portfolio  securities  and other assets,
deducting  liabilities,  and  dividing  the  result  by  the  number  of  shares
outstanding.  Expenses and interest  earned on portfolio  securities are accrued
daily.

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

The amortized  cost valuation  method is permitted in accordance  with Rule 2a-7
under the Investment  Company Act of 1940. Under the Rule, a fund holding itself
out as a money market fund must adhere to certain quality and maturity criteria.
In particular,  such a fund must limit is investments to U.S. dollar-denominated
instruments  determined by its directors or trustees to present  minimal  credit
risks  and  that  are  (a)  high-grade  obligations  rated  in  accordance  with
applicable  rules in one of the two highest  rating  categories  for  short-term
obligations by at least two rating agencies (or by one if only one has rated the
obligation)  or (b)  unrated  obligations  judged  by  the  advisor,  under  the
direction  of the fund's  directors or trustees,  to be of  comparable  quality.
Further,   pursuant  to  Rule  2a-7,  a  money  market  fund  must   maintain  a
dollar-weighted  average  portfolio  maturity  of 90 days or less  and  purchase
instruments with remaining maturities of 397 days or less.

The Trustees have established  procedures designed to stabilize the Money Market
Funds'  NAV at  $1.00  per  share,  to the  extent  reasonably  possible.  These
procedures  require the Trust's chief  financial  officer to notify the Trustees
immediately if, at any time, the Funds'  weighted  average  maturity  exceeds 90
days, or its NAV, as determined by using available market  quotations,  deviates
from its  amortized  cost per share by .25% or more. If such  deviation  exceeds
 .40%,  a meeting of the Board of  Trustees'  audit  committee  will be called to
consider what actions,  if any, should be taken. If such deviation exceeds .50%,
the Trust's  chief  financial  officer is  instructed  to adjust daily  dividend
distributions  immediately  to the extent  necessary to reduce the  deviation to
 .50% or lower and to call a meeting of the Board of Trustees to consider further
action.

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

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

VARIABLE-PRICE  FUNDS.  Securities held by the Variable-Price Funds normally are
priced by an independent pricing service, provided that such prices are believed
by the Manager to reflect the fair market value of portfolio securities.

Because there are hundreds of thousands of municipal issues outstanding, and the
majority of them do not trade daily, the prices provided by pricing services are
generally  determined  without  regard to bid or last sale  prices.  In  valuing
securities, the pricing services

18                                         American Century Investments

generally take into account institutional  trading activity,  trading in similar
groups of securities,  and any developments related to specific securities.  The
methods  used by the  pricing  service and the  valuations  so  established  are
reviewed by the Manager under the general  supervision of the Board of Trustees.
There are a number of pricing services available,  and the Manager, on the basis
of ongoing  evaluation  of these  services,  may use other  pricing  services or
discontinue the use of any pricing service in whole or in part.

Securities  not priced by a pricing  service are valued at the mean  between the
most  recently  quoted  bid and  ask  prices  provided  by  broker-dealers.  The
municipal bond market is typically a "dealer  market";  that is, dealers buy and
sell bonds for their own accounts  rather than for customers.  As a result,  the
spread, or difference  between bid and asked prices, for certain municipal bonds
may differ substantially among dealers.

Securities  maturing within 60 days of the valuation date may be valued at cost,
plus or minus any amortized  discount or premium,  unless the Trustees determine
that this would not result in fair valuation of a given  security.  Other assets
and securities for which quotations are not readily available are valued in good
faith at their fair value using methods approved by the Board of Trustees.

PERFORMANCE

The  Funds  may  quote  performance  in  various  ways.  Historical  performance
information will be used in advertising and sales literature.

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

Calculations of effective yield begin with the same  base-period  return used to
calculate yield, but the return is then annualized to reflect weekly compounding
according to the following formula:

Effective Yield = [(Base-Period Return + 1)365/7] - 1

The Money Market  Funds' yields and  effective  yields for the seven-day  period
ended August 31, 1996, were as follows:

Money Market Fund                   7-Day Yield     Effective Yield
- ------------------------------------------------------------------------
California Tax-Free Money Market       2.85%             2.89%
California Municipal Money Market      2.96%             3.01%
- ------------------------------------------------------------------------

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

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

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

The  Variable-Price  Funds'  yields for the 30-day period ended August 31, 1996,
were as follows:

Variable-Price Fund                            30-Day Yield
- ------------------------------------------------------------------------
California Limited-Term Tax-Free                   3.72%
California Intermediate-Term Tax-Free              4.43%
California Long-Term Tax-Free                      5.03%
California High-Yield Municipal                    5.63%
California Insured Tax-Free                        4.88%
- ------------------------------------------------------------------------

Total returns quoted in advertising and sales literature  reflect all aspects of
a Fund's return,  including the effect of reinvesting dividends and capital gain
distributions and any change in the Fund's NAV during the period.

Average annual total returns are calculated by determining the growth or decline
in value of a hypothetical  historical investment in a Fund over a stated period
and then calculating the annually compounded

Statement of Additional Information                                  19


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

The Funds'  average  annual  total  returns  for the  one-year,  five-year,  and
ten-year or  life-of-fund  periods  ended  August 31, 1996 are  indicated in the
table below.

Average Annual Total Returns
- ------------------------------------------------------------------------
                                                  Life-of-
Fund One-Year     Five-Year  Ten-Year    Fund
- ------------------------------------------------------------------------
Tax-Free Money
Market Fund(1)      3.12%      2.73%     3.71%      3.92%

Municipal Money
Market Fund(2)      3.23%      2.92%      --        3.12%

Limited-Term
Tax-Free Fund(3)    3.87%       --        --        4.58%

Intermediate-
Term Tax-Free
Fund(1)             4.79%      6.48%     6.28%      6.92%

Long-Term
Tax-Free Fund(1)    6.77%      7.44%     6.93%      8.38%

High-Yield
Municipal Fund(4)   8.02%      7.66%      --        6.30%

Insured Tax-Free
Fund(4)             6.60%      7.55%      --        6.63%
- ------------------------------------------------------------------------
(1) Commenced operations on November 9, 1983.
(2) Commenced operations on December 31, 1990.
(3) Commenced operations on June 1, 1992.
(4) Commenced operations on December 30, 1986.

In addition to average annual total returns,  each Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Average annual and cumulative total returns may be quoted
as  percentages  or as  dollar  amounts  and  may  be  calculated  for a  single
investment,  a series of investments,  or a series of redemptions  over any time
period.  Total  returns may be broken down into their  components  of income and
capital  (including  capital gains and changes in share price) to illustrate the
relationship of these factors and their contributions to total return.

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

20                                         American Century Investments


TAXES
FEDERAL INCOME TAX

Each Fund intends to qualify annually as a "regulated  investment company" under
Subchapter M of the Internal  Revenue Code of 1986, as amended (the "Code").  By
so qualifying, a Fund will be exempt from federal and California income taxes to
the extent that it distributes  substantially  all of its net investment  income
and net realized capital gains to shareholders.

Certain  of the bonds  purchased  by the Funds may be treated as bonds that were
originally issued at a discount. Original issue discount represents interest for
federal  income tax  purposes  and can  generally  be defined as the  difference
between the price at which a security was issued and its stated redemption price
at maturity. Original issue discount, although no cash is actually received by a
Fund until the maturity of the bond, is treated for federal  income tax purposes
as income  earned by a Fund over the term of the bond,  and therefore is subject
to the distribution requirements of the Code. The annual amount of income earned
on such a bond by a Fund  generally  is  determined  on the basis of a  constant
yield to maturity that takes into account the semiannual  compounding of accrued
interest.  Original  issue discount on an obligation  with interest  exempt from
federal income tax will constitute tax-exempt interest income to the Fund.

In addition,  some of the bonds may be  purchased  by a Fund at a discount  that
exceeds the  original  issue  discount on such bonds,  if any.  This  additional
discount  represents  market discount for federal income tax purposes.  The gain
realized on the disposition of any bond having market discount generally will be
treated as taxable  ordinary income to the extent it does not exceed the accrued
market discount on such bond (unless a Fund elects to include market discount in
income in tax years to which it is  attributable).  Generally,  market  discount
accrues  on a daily  basis for each day the bond is held by a Fund on a straight
line basis over the time  remaining to the bond's  maturity.  In the case of any
debt security  having a fixed  maturity date of not more than one year from date
of  issue,  the gain  realized  on  disposition  generally  will be  treated  as
short-term capital gain. In general,  gain realized on disposition of a security
held less than one year is treated as short-term capital gain.

It is  intended  that  each  Fund's  assets  will be  sufficiently  invested  in
municipal  securities so that each Fund will be eligible to pay "exempt-interest
dividends" (as defined in the Code) to shareholders.  A Fund's dividends payable
from net tax-exempt interest earned from municipal securities will qualify to be
designated as exempt-interest  dividends if, at the close of each quarter of the
Fund's  taxable  year,  at least 50% of the  value of the  Fund's  total  assets
consists of  municipal  securities.  Exempt-interest  dividends  distributed  to
shareholders are not included in shareholders'  gross income for regular federal
income tax  purposes.  The  percentage  of income that is  tax-exempt is applied
uniformly to all  distributions  made during each calendar year. This percentage
may differ from the actual  percentage of tax-exempt  income received during any
particular month.

Distributions  of net investment  income  received by a Fund from  investment in
debt  securities  other than municipal  securities,  of ordinary income realized
upon the disposition of tax-exempt  market discount bonds,  and any net realized
short-term capital gains distributed by the Fund will be taxable to shareholders
as  ordinary  income.  Because  the Funds'  investment  income is  derived  from
interest rather than dividends, no portion of such distributions is eligible for
the dividends-received deduction available to corporations.

Under the Code,  any  distribution  of a Fund's net realized  long-term  capital
gains  designated  by  the  Fund  as a  capital  gain  dividend  is  taxable  to
shareholders as long-term capital gains, regardless of the length of time shares
are held.  If a capital  gain  dividend is paid with  respect to any shares of a
Fund sold at a loss after  being  held for six months or less,  the loss will be
treated as a long-term  capital loss for tax  purposes.  The Code also  provides
that if a  shareholder  holds  shares  of a Fund for six  months  or  less,  the
deduction of any loss on the sale or exchange of those shares is  disallowed  to
the extent that the shareholder received exempt-interest  dividends with respect
to those shares.

As of August 31, 1996,  the Funds had the following  capital loss  carryovers of
$298,508 for California Tax-Free Money Market, $158,606 for California Municipal
Money Market,  $359,444 for California  High-Yield  Municipal,  and $654,341 for
California Insured Tax-Free (expiring 1998 through 2004). As of August 31, 1996,
California Limited-Term Tax-Free had a capital

Statement of Additional Information                                  21


loss carryover of $1,151,341 (expiring 2003 and 2004). When a Fund has a capital
loss carryover,  it does not make capital gain distributions  until the loss has
been offset or expired.

Interest on certain  types of  industrial  development  bonds (small  issues and
obligations issued to finance certain exempt facilities that may be leased to or
used by persons  other than the  issuer) is not exempt from  federal  income tax
when received by "substantial  users" or persons related to substantial users as
defined  in the Code.  The term  "substantial  user"  includes  any  "non-exempt
person" who regularly uses in trade or business part of a facility financed from
the proceeds of industrial  development bonds. The Funds may invest periodically
in  industrial  development  bonds  and,  therefore,   may  not  be  appropriate
investments  for entities that are substantial  users of facilities  financed by
industrial   development  bonds  or  "related  persons"  of  substantial  users.
Generally,  an individual  will not be a related  person of a  substantial  user
under the Code unless he or his immediate  family  (spouse,  brothers,  sisters,
ancestors and lineal  descendants) owns directly or indirectly in aggregate more
than 50% in the equity value of the substantial user.

From time to time, proposals have been introduced in Congress for the purpose of
restricting  or  eliminating  the federal  income tax  exemption for interest on
municipal securities,  and similar proposals may be introduced in the future. If
such a proposal were  enacted,  the  availability  of municipal  securities  for
investment by the Funds and the Funds' NAVs would be adversely  affected.  Under
these  circumstances,  the  Trustees  would  re-evaluate  the Funds'  investment
objectives  and policies and would  consider  either changes in the structure of
the Trust or its dissolution.

ALTERNATIVE MINIMUM TAX

While  the  interest  on bonds  issued  to  finance  essential  state  and local
government  operations  is  generally  exempt from regular  federal  income tax,
interest on certain "private  activity" bonds issued after August 7, 1986, while
exempt from regular federal income tax,  constitutes a  tax-preference  item for
taxpayers in determining  alternative  minimum tax liability  under the Code and
income tax provisions of several states.

California  Municipal Money Market and California  High-Yield Municipal may each
invest in private  activity bonds.  The interest on private activity bonds could
subject a shareholder to, or increase  liability under, the federal  alternative
minimum  tax,  depending on the  shareholder's  tax  situation.  The interest on
California  private  activity  securities  is  not  subject  to  the  California
alternative minimum tax when it is earned (either directly or through investment
in a mutual  fund) by a  California  taxpayer.  However,  if either Fund were to
invest in  private  activity  securities  of  non-California  issuers  (due to a
limited supply of appropriate  California municipal  obligations,  for example),
the interest on those  securities  would be included in  California  alternative
minimum taxable income.

All  distributions  derived from interest exempt from regular federal income tax
may subject  corporate  shareholders  to, or increase their liability under, the
alternative  minimum  tax  because  these  distributions  are  included  in  the
corporation's "adjusted current earnings."

In  addition,  a  deductible  "environmental  tax"  of  0.12%  is  imposed  on a
corporation's  modified  alternative  minimum  taxable  income  in  excess of $2
million.  The  environmental  tax will be imposed even if the corporation is not
required to pay an alternative  minimum tax. To the extent that  exempt-interest
dividends paid by a Fund are included in  alternative  minimum  taxable  income,
corporate shareholders may be subject to the environmental tax.

The  Trust  will  inform  California   Municipal  Money  Market  and  California
High-Yield  Municipal  shareholders  annually  of the  amount  of  distributions
derived from interest payments on private activity bonds.

STATE AND LOCAL TAXES

California law concerning the payment of exempt-interest dividends is similar to
federal law. Assuming each Fund qualifies to pay exempt-interest dividends under
federal and  California  law, and to the extent that  dividends are derived from
interest on tax-exempt  bonds of  California  state or local  governments,  such
dividends  will also be exempt from  California  personal  income tax. The Trust
will inform  shareholders  annually as to the amount of distributions  from each
Fund  that  constitute  exempt-interest  dividends  and  dividends  exempt  from
California  personal  income  tax.  The Funds'  dividends  are not  exempt  from
California state franchise or corporate income taxes.

22                                         American Century Investments


The Funds'  dividends  may not qualify for  exemption  under income or other tax
laws of state or  local  taxing  authorities  outside  California.  Shareholders
should  consult their tax advisors or state or local tax  authorities  about the
status of distributions from the Funds in this regard.

The  information  above  is only a  summary  of  some of the tax  considerations
affecting the Funds and their shareholders;  no attempt has been made to discuss
individual tax  consequences.  A prospective  investor should consult his or her
tax advisor or state or local tax authorities to determine whether the Funds are
suitable investments based on his or her tax situation.

ABOUT THE TRUST

American  Century  California  Tax-Free and  Municipal  Funds (the "Trust") is a
registered  open-end  management  investment  company  that was  organized  as a
Massachusetts  business trust on February 18, 1983.  American Century California
Tax-Free  and  Municipal  Funds was known as  "Benham  California  Tax-Free  and
Municipal Funds" until January 1997.

Currently,  there are seven  series (or  Funds) of the  Trust.  The table on the
following page lists each Fund's current and prior name.

Prior to September 1996,  California  Limited-Term Tax-Free was known as "Benham
California   Tax-Free  Short-Term  Fund."  The  Board  of  Trustees  may  create
additional series from time to time.

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

Each series  votes  separately  on matters  affecting  that series  exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of the
Trust's (i.e.,  all series')  outstanding  shares may elect a Board of Trustees.
The Trust has instituted  dollar-based voting,  meaning that the number of votes
you are  entitled  to is based upon the  dollar  value of your  investment.  The
election  of  Trustees  is  determined  by the  votes  received  from all  Trust
shareholders,  without regard to whether a majority of  shareholders  of any one
series  voted in favor  of a  particular  nominee  or all  nominees  as a group.
Shareholders  have equal rights as to dividends  and  distributions  declared by
their  series  and in the net  assets of such  series  upon its  liquidation  or
dissolution.  Shares of each  series have equal  voting  rights,  although  each
series votes separately on matters affecting that series exclusively.

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

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

INDEPENDENT  AUDITORS:  KPMG Peat Marwick LLP, 1000 Walnut,  Suite 1600,  Kansas
City, Missouri 64106, serves as the Trust's  independent  auditors.  KPMG audits
the annual report and provides tax and other services.

Statement of Additional Information                                  23


FUND NAME AS OF JANUARY, 1997           FORMER FUND NAME
- ------------------------------------------------------------------------
American Century--Benham California      Benham California Tax-Free
Tax-Free Money Market Fund               Money Market Fund

American Century--Benham California      Benham California Municipal
Municipal Money Market Fund              Money Market Fund

American Century--Benham California      Benham California Tax-Free
Limited-Term Tax-Free Fund               Limited-Term Fund

American Century--Benham California      Benham California Tax-Free
Intermediate-Term Tax-Free Fund          Intermediate-Term Fund

American Century--Benham California      Benham California Tax-Free
Long-Term Tax-Free Fund                  Long-Term Fund

American Century--Benham California      Benham California Municipal
High-Yield Municipal Fund                High-Yield Fund

American Century--Benham California      Benham California Tax-Free
Insured Tax-Free Fund                    Insured Fund
- ------------------------------------------------------------------------

TRUSTEES AND OFFICERS

The Trust's  activities  are  overseen by a Board of Trustees,  including  seven
independent Trustees.  The individuals listed below whose names are marked by an
asterisk (*) are "interested persons" of the Trust (as defined in the Investment
Company Act of 1940) by virtue of, among other considerations, their affiliation
with  either  the Trust;  the  Trust's  investment  advisor,  Benham  Management
Corporation (the "Manager");  the Trust's agent for transfer and  administrative
services,  American Century Services Corporation (ACS); the Trust's distribution
agent,   American  Century   Investment   Services,   Inc.  (ACIS);  the  parent
corporation,  American Century Companies,  Inc. (ACC) or ACC's subsidiaries;  or
other funds advised by the Manager.  The Trustees listed below serve as Trustees
or Directors of other funds advised by the Manager.  Unless  otherwise  noted, a
date in  parentheses  indicates the date the Trustee or officer began his or her
service in a particular  capacity.  The Trustees' and officers' address with the
exception of Mr. Stowers III and Ms. Roepke is 1665  Charleston  Road,  Mountain
View,  California  94043.  The address of Mr. Stowers III and Ms. Roepke is 4500
Main Street, Kansas City, Missouri 64111.

TRUSTEES

*JAMES M. BENHAM, Chairman of the Board of Trustees (1983), President and
Chief Executive Officer (1996). Mr. Benham is also President and Chairman of
the Board of Benham Management Corporation (BMC) (1971); and a member of the
Board of Governors of the Investment Company Institute (1988). Mr. Benham has
been in the securities business since 1963, and he frequently comments through
the media on economic conditions, investment strategies, and the securities
markets.

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

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

MYRON S. SCHOLES, independent Trustee (1983). Mr. Scholes is a principal of
Long-Term Capital Management (1993). He is also Frank E. Buck Professor of
Finance at

24                                         American Century Investments


the Stanford Graduate School of Business (1983) and a Director of Dimensional
Fund Advisors (1982) and the Smith Breeden Family of Funds (1992). From August
1991 to June 1993, Mr. Scholes was a Managing Director of Salomon Brothers
Inc. (securities brokerage).

KENNETH E. SCOTT, independent Trustee (1983). Mr. Scott is Ralph M. Parsons
Professor of Law and Business at Stanford Law School (1972) and a Director of
RCM Capital Funds, Inc. (June 1994).

EZRA SOLOMON,  independent  Trustee (1983). Mr. Solomon is Dean Witter Professor
of Finance Emeritus at the Stanford Graduate School of Business, where he served
as Dean  Witter  Professor  of  Finance  from 1965 to 1990,  and a  Director  of
Encyclopedia Britannica.

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

*JAMES E. STOWERS III, Trustee (1995), President and Chief Executive Officer
and Director of ACC, American Century Investment Management, Inc., (ACIM), ACS
and ACIS.

JEANNE D. WOHLERS, independent Trustee (1984). Ms. Wohlers is a private investor
and  an  independent  Director  and  partner  of  Windy  Hill  Productions,  LP.
Previously,  she served as Vice President and Chief Financial Officer of Sybase,
Inc. (software company, 1988 to 1992).

OFFICERS

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

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

*DOUGLAS A. PAUL,  Secretary (1988),  Vice President (1990), and General Counsel
(1990); Secretary and Vice President of the funds advised by the Manager.

*C. JEAN WADE, Controller (1996).

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

The  table  on the next  page  summarizes  the  compensation  that the  Trustees
received  from the Funds for the Funds'  fiscal year ended August 31,  1996,  as
well as the  compensation  received  for serving as a Director or Trustee of all
other funds advised by the Manager.

As of November 30, 1996, the Trust's  officers and trustees,  as a group,  owned
less than 1% of the each Fund's  outstanding  shares,  except for the California
Tax-Free  Money  Market  of  which  they  owned as a group  0.95% of the  Fund's
outstanding shares.

INVESTMENT ADVISORY SERVICES

Each Fund has an investment  advisory  agreement  with the Manager dated June 1,
1995, that was approved by shareholders on May 31, 1995.

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

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

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

Pursuant to the investment advisory agreement, the Manager provides the Fund
with investment advice

Statement of Additional Information                                  25


<TABLE>
TRUSTEE COMPENSATION FOR THE FISCAL YEAR ENDED AUGUST 31, 1996

                               Aggregate           Pension or Retirement         Estimated          Total Compensation
Name of                      Compensation         Benefits Accrued As Part    Annual Benefits       From Fund and Fund
Trustee*                    From The Fund             of Fund Expenses        Upon Retirement   Complex** Paid to Trustees
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>                        <C>                     <C>                       <C>    
Albert A. Eisenstat       $377  (Money Market)         Not Applicable         Not Applicable              $47,750
                           169  (MuniMM)
                            88  (Limited-Term)
                           375  (Intermediate-Term)
                           253  (Long-Term)
                           112  (High-Yield)
                           164  (Insured)
- --------------------------------------------------------------------------------------------------------------------
Ronald J. Gilson        $1,386  (Money Market)         Not Applicable         Not Applicable              $63,999
                         1,097  (MuniMM)
                           983  (Limited-Term)
                         1,386  (Intermediate-Term)
                         1,212  (Long-Term)
                         1,013  (High-Yield)
                         1,087  (Insured)
- --------------------------------------------------------------------------------------------------------------------
Myron S. Scholes        $1,404  (Money Market)         Not Applicable         Not Applicable              $64,500
                         1,106  (MuniMM)
                           989  (Limited-Term)
                         1,406  (Intermediate-Term)
                         1,225  (Long-Term)
                         1,018  (High-Yield)
                         1,096  (Insured)
- --------------------------------------------------------------------------------------------------------------------
Kenneth E. Scott        $1,701  (Money Market)         Not Applicable         Not Applicable              $73,023
                         1,241  (MuniMM)
                         1,059  (Limited-Term)
                         1,705  (Intermediate-Term)
                         1,430  (Long-Term)
                         1,109  (High-Yield)
                         1,228  (Insured)
- --------------------------------------------------------------------------------------------------------------------
Ezra Solomon            $1,537  (Money Market)         Not Applicable         Not Applicable              $65,583
                         1,166  (MuniMM)
                         1,019  (Limited-Term)
                         1,537  (Intermediate-Term)
                         1,314  (Long-Term)
                         1,057  (High-Yield)
                         1,153  (Insured)
- --------------------------------------------------------------------------------------------------------------------
Isaac Stein             $1,419  (Money Market)         Not Applicable         Not Applicable              $65,000
                         1,112  (MuniMM)
                           990  (Limited-Term)
                         1,420  (Intermediate-Term)
                         1,237  (Long-Term)
                         1,024  (High-Yield)
                         1,103  (Insured)
- --------------------------------------------------------------------------------------------------------------------
Jeanne D. Wohlers       $1,526  (Money Market)         Not Applicable         Not Applicable              $68,000
                         1,161  (MuniMM)
                         1,018  (Limited-Term)
                         1,528  (Intermediate-Term)
                         1,309  (Long-Term)
                         1,055  (High-Yield)
                         1,149  (Insured)
- --------------------------------------------------------------------------------------------------------------------
*    Interested Trustees receive no compensation for their services as such.
**   American Century family of funds includes nearly 70 no-load mutual funds.
</TABLE>

26                                         American Century Investments


and  portfolio  management  services in  accordance  with the Fund's  investment
objectives,  policies, and restrictions.  The Manager determines what securities
will be  purchased  and sold by the Fund and  assists  the  Fund's  officers  in
carrying out decisions made by the Board of Trustees.

For these services, each Fund pays the Manager a monthly investment advisory fee
based on its pro rata share of the  dollar  amount  derived  from  applying  the
Fund's  average daily net assets to the following  investment  advisory fee rate
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; and
 .19% of net assets over $6.5 billion.

Investment  advisory fees paid by each Fund for the fiscal  periods ended August
31, 1996, 1995 and 1994, are indicated in the following  table.  Fee amounts are
net of amounts reimbursed or recouped as described under the section titled "Net
Reimbursements (Recoupments)."

INVESTMENT ADVISORY FEES*
- ------------------------------------------------------------------------
                         Fiscal       Fiscal      Fiscal
Fund                      1996         1995        1994
- ------------------------------------------------------------------------
California Tax-Free
Money Market           $1,240,288   $1,118,609  $1,077,091

California Municipal
Money Market             563,912      638,989     717,967

California Limited-
Term Tax-Free            294,665      320,571     351,908

California
Intermediate-
Term Tax-Free           1,249,491    1,219,371   1,329,806

California Long-Term
Tax-Free                 833,863      788,383     883,146

California High-Yield
Municipal                379,805      317,026     325,337

California Insured
Tax-Free                 544,813      505,500     601,906
- ------------------------------------------------------------------------
*Net of reimbursements.

TRANSFER AND ADMINISTRATIVE SERVICES

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

Group Assets          Administrative Fee Rate
- ------------------------------------------------------------------------
up to $4.5 billion             .11%
up to $6.0 billion             .10%
up to $9.0 billion             .09%
over $9.0 billion              .08%
- ------------------------------------------------------------------------

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

Administrative  service and transfer agent fees paid by each Fund for the fiscal
years ended August 31, 1996,  1995,  and 1994,  are  indicated in the  following
tables.  Fee amounts are net of expense  limitations as described under "Expense
Limitation Agreement."

ADMINISTRATIVE FEES
- ------------------------------------------------------------------------
                         Fiscal       Fiscal      Fiscal
Fund                      1996         1995        1994
- ------------------------------------------------------------------------
California Tax-Free
Money Market            $409,257     $372,776    $367,012
California Municipal
Money Market             186,076      213,037     244,617
California Limited-
Term Tax-Free            97,232       106,880     119,911
California
Intermediate-
Term Tax-Free            412,298      406,453     453,129
California Long-Term
Tax-Free                 275,154      262,741     300,842
California High-Yield
Municipal                125,323      105,659     110,808
California Insured
Tax-Free                 179,812      168,491     205,042
- ------------------------------------------------------------------------

Statement of Additional Information                                  27


TRANSFER AGENT FEES
- ------------------------------------------------------------------------
                         Fiscal       Fiscal      Fiscal
Fund                      1996         1995        1994
- ------------------------------------------------------------------------
California Tax-Free
Money Market            $229,922     $245,317    $254,089

California Municipal
Money Market             145,450      157,812     183,077

California Limited-
Term Tax-Free            47,787       60,682      64,485

California
Intermediate-
Term Tax-Free            188,108      195,808     198,370

California Long-Term
Tax-Free                 119,915      125,758     127,791

California High-Yield
Municipal                70,036       66,032      64,349

California Insured
Tax-Free                 91,516       95,075      105,575
- ------------------------------------------------------------------------

DISTRIBUTION OF FUND SHARES

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

DIRECT FUND EXPENSES

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

EXPENSE LIMITATION AGREEMENT

The  Manager  may  recover  amounts  absorbed  on  behalf of a Fund  during  the
preceding 11 months if, and to the extent that, for any given month,  the Fund's
expenses were less than the expense limitation in effect at that time.

Each Fund's  contractual  expense  limitation is subject to annual renewal.  The
expense limits in effect until May 31, 1997 are as follows:  California Tax-Free
Money  Market  .53%,   California   Municipal  Money  Market  .60%,   California
Limited-Term   Tax-Free  .59%,  California   Intermediate-Term   Tax-Free  .59%,
California  Long-Term Tax-Free .59%,  California  High-Yield Municipal .59%, and
California Insured Tax-Free .59% of average daily net assets.

Net  reimbursements  for the fiscal years ended August 31, 1996, 1995, and 1994,
are indicated in the table below.

NET REIMBURSEMENTS (RECOUPMENTS)
- ------------------------------------------------------------------------
                         Fiscal       Fiscal      Fiscal
Fund                      1996         1995        1994
- ------------------------------------------------------------------------
California Tax-Free
Money Market                0            0           0

California Municipal
Money Market                0            0           0

California Limited-
Term Tax-Free               0            0       $(11,338)

California
Intermediate-
Term Tax-Free               0            0           0

California Long-Term
Tax-Free                    0            0           0

California High-Yield
Municipal                   0            0           0

California Insured
Tax-Free                    0            0           0
- ------------------------------------------------------------------------


ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

While the Funds are designed for California investors, they are also offered for
sale to investors in certain other western states.

The Funds' shares are continuously offered at net asset value. Share
certificates are issued (without

28                                         American Century Investments


charge) only when requested in writing. Certificates are not issued for
fractional shares. Dividend and voting rights are not affected by the issuance
of certificates.

American  Century may reject or limit the amount of an investment to prevent any
one  shareholder or affiliated  group from  controlling  the Trust or one of its
series; to avoid jeopardizing a series' tax status; or whenever, in management's
opinion, such rejection is in the Trust's or a series' best interest.

As of November 30, 1996, to the knowledge of the Funds,  no shareholder  was the
record  holder of  beneficial  owner of 5% or more of the  Funds'  total  shares
outstanding except for those listed below.

                            California Tax-Free
Fund                        Money Market
- ------------------------------------------------------------------------
Shareholder Name and        M. Franklin Rudy and Margaret
Address                     C. Rudy, Trustees of the Rudy
                            Family Trust
                            23484 Park Columbo
                            Callabus Park, CA 91302
- ------------------------------------------------------------------------
# of Shares Held            22,393,788.50
- ------------------------------------------------------------------------
% of Total Shares
Outstanding                 5.09%
- ------------------------------------------------------------------------


                            California Intermediate-Term
Fund                        Tax-Free
- ------------------------------------------------------------------------
Shareholder Name and        Charles Schwab & Co.
Address                     101 Montgomery Street
                            San Francisco, CA 94101
- ------------------------------------------------------------------------
# of Shares Held            7,037,159.408
- ------------------------------------------------------------------------
% of Total Shares
Outstanding                 18.12%
- ------------------------------------------------------------------------

Fund                        California Long-Term Tax-Free
Shareholder Name and        Charles Schwab & Co.
- ------------------------------------------------------------------------
Address                     101 Montgomery Street
                            San Francisco, CA 94101
- ------------------------------------------------------------------------
# of Shares Held            1,522,134.131
- ------------------------------------------------------------------------
% of Total Shares
Outstanding                 5.8%
- ------------------------------------------------------------------------


Fund                        California High-Yield Municipal
Shareholder Name and        Charles Schwab & Co.
- ------------------------------------------------------------------------
Address                     101 Montgomery Street
                            San Francisco, CA 94101
- ------------------------------------------------------------------------
# of Shares Held            2,781,145.097
- ------------------------------------------------------------------------
% of Total Shares
Outstanding                 16.84%
- ------------------------------------------------------------------------


Fund                        California Insured Tax-Free
Shareholder Name and        Charles Schwab & Co.
- ------------------------------------------------------------------------
Address                     101 Montgomery Street
                            San Francisco, CA 94101
- ------------------------------------------------------------------------
# of Shares Held            1,318,110.278
- ------------------------------------------------------------------------
% of Total Shares
Outstanding                 7%
- ------------------------------------------------------------------------


Fund                        California Limited-Term Tax-Free
Shareholder Name and        Charles Schwab & Co.
- ------------------------------------------------------------------------
Address                     101 Montgomery Street
                            San Francisco, CA 94101
- ------------------------------------------------------------------------
# of Shares Held            1,626,843.481
- ------------------------------------------------------------------------
% of Total Shares
Outstanding                 16.53%
- ------------------------------------------------------------------------

ACS  charges  neither  fees nor  commissions  on the  purchase  and sale of fund
shares.  However,  ACS may  charge  fees for  special  services  requested  by a
shareholder or necessitated by acts or omissions of a shareholder.  For example,
ACS may charge a fee for processing dishonored investment checks or stop-payment
requests. See the Investor Services Guide for more information.

Share purchases and redemptions are governed by California law.

OTHER INFORMATION

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

Statement of Additional Information                                  29


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

MUNICIPAL SECURITIES RATINGS

Securities rating descriptions provided under this heading are excerpted from
publications of Moody's Investors Service, Inc. and Standard & Poor's
Corporation.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S
MUNICIPAL BOND RATINGS:

Aaa: Bonds that are rated "Aaa" are judged to be of the best quality. They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edge."  Interest  payments  are  protected  by a large or  exceptionally  stable
margin,  and  principal  is secure.  While the various  protective  elements are
likely to change,  such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa: Bonds that are rated "Aa" are judged to be of high quality by all standards.
Together  with  the Aaa  group,  they  constitute  what are  generally  known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection  may  not  be as  large  as in  Aaa  securities,  or  fluctuation  of
protective elements may be of greater amplitude,  or there may be other elements
present that make long-term risks appear somewhat larger than in Aaa securities.

A: Bonds that are rated "A" possess many favorable investment attributes and are
to be considered as upper medium-grade  obligations.  Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.

Baa: Bonds that are rated "Baa" are considered medium-grade  obligations,  i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present,  but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics and, in
fact, have speculative characteristics as well.

Ba:  Bonds that are rated "Ba" are judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and  bad  times  in  the  future.  Uncertainty  of  position
characterizes bonds in this class.

B: Bonds that are rated "B" generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be limited.

Caa: Bonds that are rated "Caa" are of poor standing. Such issues may be in
default, or there may be elements of danger present with respect to principal
or interest.

Ca: Bonds that are rated "Ca" represent obligations that are speculative to a
high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds that are rated "C" are the  lowest-rated  class of bonds, and issues so
rated can be regarded as having  extremely  poor prospects of ever attaining any
real investment standing.

Note:  Moody's may apply the numerical modifier "1" for municipally backed bonds
and  modifiers  "1,"  "2," and "3" for  corporate-backed  municipal  bonds.  The
modifier "1" indicates  that the security ranks in the higher end of its generic
rating  category;  the  modifier  "2"  indicates  a mid-range  ranking,  and the
modifier  "3"  indicates  that the issue  ranks in the lower end of its  generic
rating category.

DESCRIPTION OF MOODY'S INVESTORS SERVICE,  INC.'S RATINGS OF NOTES AND VARIABLE-
RATE DEMAND OBLIGATIONS:

Moody's  ratings for state and municipal  short-term  obligations are designated
Moody's Investment Grade or MIG. Such ratings recognize the differences  between
short-term credit and long-term risk.  Short-term  ratings on issues with demand
features (variable-rate demand obligations) are differentiated by the use of the
VMIG symbol to reflect  such  characteristics  as payment upon  periodic  demand
rather than on fixed maturity dates and payments relying on external liquidity.

30                                         American Century Investments


MIG 1/VMIG 1: This designation denotes best quality.  There is strong protection
present  through   established  cash  flows,   superior  liquidity  support,  or
demonstrated broad-based access to the market for refinancing.

MIG  2/VMIG 2: This  denotes  high  quality.  Margins of  protection  are ample,
although not as large as in the preceding group.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S
TAX-EXEMPT COMMERCIAL PAPER RATINGS:

Moody's  commercial  paper  ratings  are  opinions  of the ability of issuers to
punctually repay those promissory obligations that have an original maturity not
exceeding nine months. Moody's makes no representation that such obligations are
exempt from registration under the Securities Act of 1933, nor does it represent
that any  specific  note is a valid  obligation  of a rated  issuer or issued in
conformity with any applicable law. The following designations, all judged to be
investment  grade,  indicate the relative  repayment ability of rated issuers of
securities in which the Funds may invest.

Prime 1: Issuers rated "Prime 1" (or  supporting  institutions)  have a superior
ability for repayment of senior short-term promissory obligations.

Prime 2: Issuers rated "Prime 2" (or supporting institutions) have a strong
ability for repayment of senior short-term promissory obligations.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S RATINGS FOR MUNICIPAL BONDS:

INVESTMENT GRADE

AAA: Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest-rated issues only in a small degree.

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

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

SPECULATIVE

BB,  B,  CCC,  CC:  Debt  rated  in  these  categories  is  regarded  as  having
predominantly  speculative  characteristics  with  respect  to  capacity  to pay
interest and repay principal.  While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

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

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

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

CC: The rating "CC" typically is applied to debt subordinated to senior debt
that is assigned an actual or implied "CCC" debt rating.

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

Statement of Additional Information                                  31


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

D: Debt rated "D" is in default,  and payment of interest  and/or  repayment  of
principal is in arrears.

PLUS (+) OR MINUS (-):  The  ratings  from "AA" to "CCC" may be  modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

DESCRIPTION  OF STANDARD & POOR'S  CORPORATION'S  RATINGS FOR  INVESTMENT  GRADE
MUNICIPAL NOTES AND SHORT-TERM DEMAND OBLIGATIONS:

SP-1:  Issues carrying this designation have a very strong or strong capacity to
pay  principal  and interest.  Those issues  determined to possess  overwhelming
safety characteristics will be given a plus (+) designation.

SP-2:  Issues  carrying this  designation  have a  satisfactory  capacity to pay
principal and interest.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S RATINGS FOR DEMAND OBLIGATIONS
AND TAX-EXEMPT COMMERCIAL PAPER:

A Standard  & Poor's  commercial  paper  rating is a current  assessment  of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. The two rating categories for securities in which the Funds may invest
are as follows:

A-1: This highest category  indicates that the degree of safety regarding timely
payment is strong.  Those issues  determined to possess  extremely strong safety
characteristics are denoted with a plus (+) designation.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."

DESCRIPTION OF FITCH INVESTORS SERVICE, INC.'S RATINGS
FOR MUNICIPAL BONDS:

INVESTMENT GRADE

AAA: Bonds  considered to be investment grade and of the highest credit quality.
The  obligor  has an  exceptionally  strong  ability to pay  interest  and repay
principal that is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's  ability to pay interest and repay principal is very strong,  although
not quite as strong as bonds rated "AAA."  Because  bonds rated in the "AAA" and
"AA"  categories  are  not  significantly   vulnerable  to  foreseeable   future
developments, short-term debt of these issuers is generally rated "F-1+."

A: Bonds  considered  to be  investment  grade and of high credit  quality.  The
obligor's  ability to pay  interest  and repay  principal  is  considered  to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The  obligor's  ability to pay interest and repay  principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse  impact on these bonds and  therefore  impair timely
payment.  The  likelihood  that the  ratings  of these  bonds  will  fall  below
investment grade is higher than for bonds with higher ratings.

PLUS (+)  MINUS  (-):  Plus and minus  signs  are used  with a rating  symbol to
indicate the relative position of a credit within the rating category.  Plus and
minus signs, however, are not used in the "AAA" category.

SPECULATIVE

BB: Bonds are considered speculative.  The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes.  However,
business and  financial  alternatives  can be  identified  that could assist the
obligor in satisfying its debt service requirements.

B:  Bonds are  considered  highly  speculative.  While  bonds in this  class are
currently meeting debt service requirements, the probability of continued timely
payment of principal  and  interest  reflects the  obligor's  limited  margin or
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC: Bonds have certain identifiable characteristics that, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

32                                         American Century Investments


DDD/DD/D: Bonds are in default on interest and/or principal payments. Such bonds
are extremely  speculative  and should be valued on the basis of their  ultimate
recovery value in liquidation or reorganization of the obligor. "DDD" represents
the highest potential for recovery on these bonds, and "D" represents the lowest
potential for recovery.

PLUS (+)  MINUS  (-):  Plus and minus  signs  are used  with a rating  symbol to
indicate the relative position of a credit within the rating category.  Plus and
minus signs, however, are not used in the "DDD," "DD," or "D" categories.

DESCRIPTION OF FITCH  INVESTORS  SERVICE,  INC.'S  RATINGS FOR  INVESTMENT-GRADE
MUNICIPAL NOTES AND SHORT-TERM DEMAND OBLIGATIONS:

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1:  Very  Strong  Credit  Quality.  Issues  assigned  this  rating  reflect an
assurance  of timely  payment  only  slightly  less in degree than issues  rated
"F-1+."  

QUALITY OF PORTFOLIO  SECURITIES  HELD BY THE VARIABLE  PRICE FUNDS 

The table below provides a summary of ratings  assigned to  obligations  held by
each of the Variable Price Funds. These figures are dollar-weighted  averages of
month-end  holdings  during  fiscal 1996,  presented  as a  percentage  of total
investments. For obligations with different ratings assigned by different rating
agencies,  the  highest  rating  assigned  is the one relied upon to create this
table.  The  percentages  are historical and are not  necessarily  indicative of
current or future portfolio holdings, which may vary in quality.


                          Aaa/     Aa/           Baa/
                           AAA     AA      A      BBB    NR
- ------------------------------------------------------------------------
California Limited-
Term Tax-Free              65%     14%    21%      -      -
- ------------------------------------------------------------------------
California Intermediate-
Term Tax-Free              69%     14%    17%      -      -
- ------------------------------------------------------------------------
California Long-
Term Tax-Free              47%     15%    38%      -      -
- ------------------------------------------------------------------------
California High-Yield
Municipal                  23%      2%    27%     16%    32%
- ------------------------------------------------------------------------

Statement of Additional Information                                  33


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

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

Automated Information Line:
1-800-345-8765

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

Fax: 816-340-7962

Internet: www.americancentury.com


                            [american century logo]
                                    American
                                  Century (sm)


9701           [recycled logo]
SH-BKT-6754       Recycled







BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


1933 Act Post-Effective Amendment No. 24
1940 Act Amendment No. 28
- --------------------------------------------------------------------------------

PART C            OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)      FINANCIAL STATEMENTS. Audited financial statements for each series of
         the Trust for the fiscal year ended August 31, 1996, are filed herein
         as included in the Trust's Statement of Additional Information by
         reference to the Annual Report dated August 31, 1996, filed on
         October 30, 1996 (Accession # 717316-96-000015).

(b)      EXHIBITS.

         (1)      Amended Declaration of Trust dated May 31, 1995, is
                  incorporated herein by reference to Exhibit 1(d) of
                  Post-Effective Amendment No. 22 filed on October 27, 1995
                  (Accession # 717316-95-000007).

         (2)      Amended and Restated Bylaws dated May 17, 1995 are
                  incorporated herein by reference to Exhibit 2(d) of
                  Post-Effective Amendment No. 22 filed on October 27, 1995
                  (Accession # 717316-95-000007).

         (3)      Not applicable.

         (4)      Specimen copy of Limited-Term Tax-Free Fund's share 
                  certificate is incorporated herein by reference to Exhibit 4
                  to Post-Effective Amendment No. 16.

         (5)      Investment Advisory Agreement between Benham California
                  Tax-Free and Municipal Funds: Limited-Term Tax-Free Fund,
                  Benham California Tax-Free and Municipal Funds: Tax-Free Money
                  Market Fund, Benham California Tax-Free and Municipal Funds:
                  Municipal Money Market Fund, Benham California Tax-Free and
                  Municipal Funds: Tax-Free Intermediate-Term Fund, Benham
                  California Tax-Free and Municipal Funds: Tax-Free Long-Term
                  Fund, Benham California Tax-Free and Municipal Funds:
                  Municipal High-Yield Fund, Benham California Tax-Free and
                  Municipal Funds: Tax-Free Insured Fund and BMC, dated June 1,
                  1995, is incorporated herein by reference to Exhibit 5(a) of
                  Post-Effective Amendment No. 22 filed on October 27, 1995
                  (Accession # 717316-95-000007).

         (6)      Distribution Agreement between Benham California Tax-Free and
                  Municipal Funds and Twentieth Century Securities, Inc. dated 
                  as of September 3, 1996, is incorporated herein by reference
                  to Exhibit 6 of Post-Effective Amendment No. 29 to the 
                  Registration Statement of the Benham Government Income Trust 
                  filed on August 30, 1996 (Accession # 773674-96-000007).

         (7)      Not applicable.

         (8)      1993 Omnibus Custodian Agreement between the Benham Group of
                  Funds (including Benham California Tax-Free and Municipal
                  Funds) and State Street Bank and Trust Company, dated August
                  10, 1993, is incorporated herein by reference to Exhibit 8 to
                  Post-Effective Amendment No. 20 filed on October 27, 1995.

         (9)      Administrative Services and Transfer Agency Agreement between
                  Benham California Tax-Free and Municipal Funds and Twentieth
                  Century Services, Inc. dated as of September 3, 1996, is 
                  incorporated herein by reference to Exhibit 9 of 
                  Post-Effective Amendment No. 29 to the Registration Statement
                  of the Benham Government Income Trust filed on August 30, 1996
                  (Accession # 773674-96-000007).

         (10)     Opinion and consent of counsel as to the legality of the
                  securities being registered, dated October 16, 1996 is
                  incorporated herein by reference to Rule 24f-2 Notice filed on
                  October 16, 1996 (Accession # 717316-96-000012).

         (11)     Consent of KPMG Peat Marwick, LLP, independent auditors, is
                  included herein.

         (12)     Not applicable.

         (13)     Not applicable.

         (14)     Not applicable.

         (15)     Not applicable.

         (16)     Schedule for computation of each performance quotation 
                  provided in response to Item 22 is included herein.

         (17)     Power of Attorney dated March 4, 1996, is included herein 

Item 25. Persons Controlled by or Under Control with Registrant.

Not applicable

Item 26. Number of Holders of Securities.

As of November 1, 1996, each Series of the Registrant had the following number
of record shareholders.

          Municipal Money Market Fund                        3961
          Tax-Free Money Market Fund                         6997
          Tax-Free Limited-Term Fund                         1666
          Tax-Free Intermediate-Term Fund                    7081
          Tax-Free Long-Term Fund                            4867
          Municipal High-Yield Fund                          2638
          Tax-Free Insured Fund                              3588

Item 27. Indemnification.

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

Registrant hereby incorporates by reference, as though set forth fully herein,
Article VI of the Registrant's Bylaws, amended on May 17, 1995, appearing as
Exhibit 2 of this Post-Effective Amendment No. 23.

Item 28. Business and Other Connections of Investment Advisor.

The Registrant's investment advisor, Benham Management Corporation, provides
investment advisory services for various collective investment vehicles and
institutional clients and serves as investment advisor to a number of open-end
investment companies.

Item 29. Principal Underwriters.

The Registrant's distribution agent, Twentieth Century Securities, Inc., is
distribution agent to Capital Preservation Fund, Inc., Capital Preservation Fund
II, Inc., Benham California Tax-Free and Municipal Funds, Benham Government
Income Trust, Benham Municipal Trust, Benham Target Maturities Trust, Benham
Equity Funds, Benham International Funds, Benham Investment Trust, Benham
Manager Funds, TCI Portfolios, Inc., Twentieth Century Capital Portfolios, Inc.,
Twentieth Century Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Strategic Allocations, Inc. and Twentieth Century World
Investors, Inc. The information required with respect to each director, officer
or partner of Twentieth Century Securities is incorporated herein by reference
to Twentieth Century Securities' Form B-D filed on November 21, 1985 (SEC File
No. 8-35220; Firm CRD No. 17437).

Item 30. Location of Accounts and Records.

Benham Management Corporation, the Registrant's investment advisor, maintains
its principal office at 1665 Charleston Road, Mountain View, CA 94043. The
Registrant and its agent for transfer and administrative services, Twentieth
Century Services, maintain their principal office at 4500 Main St., Kansas City,
MO 64111. Twentieth Century Services maintains physical possession of each
account, book, or other document, and shareholder records as required by
ss.31(a) of the 1940 Act and rules thereunder. The computer and data base for
shareholder records are located at Central Computer Facility, 401 North Broad
Street, Sixth Floor, Philadelphia, PA 19108.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

Registrant undertakes to furnish each person to whom a Prospectus is delivered
with a copy of the Registrant's latest report to shareholders, upon request and
without charge.



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 24/Amendment No. 28 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mountain View, and State of
California, on the 24th day of December, 1996. I hereby certify that this
Amendment meets the requirements for immediate effectiveness pursuant to Rule
485(b).

                 BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


                     By:  /s/ Douglas A. Paul
                          Douglas A. Paul
                          Vice President, Secretary, and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 24/Amendment No. 28 has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                                                   Date
<S>                                  <C>                                           <C>
*                                    Chairman of the Board of Trustees,            December 24, 1996
- ---------------------------------    President and Chief Executive Officer
James M. Benham                                        

*                                    Trustee                                       December 24, 1996
- ---------------------------------
Albert A. Eisenstat

*                                    Trustee                                       December 24, 1996
- ---------------------------------
Ronald J. Gilson

*                                    Trustee                                       December 24, 1996
- ---------------------------------
Myron S. Scholes

*                                    Trustee                                       December 24, 1996
- ---------------------------------
Kenneth E. Scott

*                                    Trustee                                       December 24, 1996
- ---------------------------------
Ezra Solomon

*                                    Trustee                                       December 24, 1996
- ---------------------------------
Isaac Stein

*                                    Trustee                                       December 24, 1996
- ---------------------------------    
James E. Stowers III

*                                    Trustee                                       December 24, 1996
- ---------------------------------
Jeanne D. Wohlers

*                                    Chief Financial Officer, Treasurer            December 24, 1996
- ---------------------------------
Maryanne Roepke

</TABLE>

/s/ Douglas A. Paul
*by Douglas A. Paul, Attorney in Fact (pursuant to a Power of Attorney dated 
March 4, 1996).



EXHIBIT     DESCRIPTION

EX-99.B1    Amended Declaration of Trust dated May 31, 1995, is incorporated 
            herein by reference to Exhibit 1(d) of Post-Effective Amendment No.
            22 filed on October 27, 1995 (Accession # 717316-95-000007).

EX-99.B2    Amended and Restated Bylaws dated May 17, 1995 are incorporated 
            herein by reference to Exhibit 2(d) of Post-Effective Amendment No.
            22 filed on October 27, 1995 (Accession # 717316-95-000007).

EX-99.B4    Specimen copy of Limited-Term Tax-Free Fund's share certificate
            is incorporated herein by reference to Exhibit 4 to Post-Effective
            Amendment No. 16.

EX-99.B5    Investment Advisory Agreement between Benham California Tax-Free and
            Municipal Funds: Limited-Term Tax-Free Fund, Benham California
            Tax-Free and Municipal Funds: Tax-Free Money Market Fund, Benham
            California Tax-Free and Municipal Funds: Municipal Money Market
            Fund, Benham California Tax-Free and Municipal Funds: Tax-Free
            Intermediate-Term Fund, Benham California Tax-Free and Municipal
            Funds: Tax-Free Long-Term Fund, Benham California Tax-Free and
            Municipal Funds: Municipal High-Yield Fund, Benham California
            Tax-Free and Municipal Funds: Tax-Free Insured Fund and BMC, dated
            June 1, 1995, is incorporated herein by reference to Exhibit 5(a) of
            Post-Effective Amendment No. 22 filed on October 27, 1995 (Accession
            # 717316-95-000007).

EX-99.B6    Distribution Agreement between Benham California Tax-Free and
            Municipal Funds and Twentieth Century Securities, Inc. dated as of
            September 3, 1996, is incorporated herein by reference to Exhibit 6
            of Post-Effective Amendment No. 29 to the Registration Statement of
            the Benham Government Income Trust filed on August 30, 1996
            (Accession # 773674-96-000007).

EX-99.B8    1993 Omnibus Custodian Agreement between the Benham Group of
            Funds (including Benham California Tax-Free and Municipal Funds) and
            State Street Bank and Trust Company, dated August 10, 1993, is
            incorporated herein by reference to Exhibit 8 to Post-Effective
            Amendment No. 20, filed on October 27, 1995.

EX-99.B9    Administrative Services and Transfer Agency Agreement between Benham
            California Tax-Free and Municipal Funds and Twentieth Century
            Services, Inc. dated as of September 3, 1996,. is incorporated
            herein by reference to Exhibit 9 of Post-Effective Amendment No. 29
            to the Registration Statement of the Benham Government Income Trust
            filed on August 30, 1996 (Accession # 773674-96-000007).

EX-99.B10   Opinion and consent of counsel as to the legality of the securities
            being registered, dated October 16, 1996 is incorporated herein by
            reference to Rule 24f-2 Notice filed on October 16, 1996 (Accession
            # 717316-96-000012).

EX-99.B11   Consent of KPMG Peat Marwick, LLP, independent auditors, is included
            herein.

EX-99.B16   Schedule for computation of each performance quotation provided in
            response to Item 22 is included herein.

EX-99.B17   Power of Attorney dated March 4, 1996, is included herein.

EX-27.4.1   FDS - California Tax-Free Money Market Fund

EX-27.4.2   FDS - Municipal Money Market Fund

EX-27.5.3   FDS - California Tax-Free Intermediate-Term Fund

EX-27.5.4   FDS - California Tax-Free Long-Term Fund

EX-27.5.5   FDS - California Municipal High-Yield Fund

EX-27.5.6   FDS - California Tax-Free Insured Fund

EX-27.5.7   FDS - California Tax-Free Limited-Term Fund


                         Consent of Independent Auditors




The Board of Trustees and Shareholders
American Century California Tax-Free and Municipal Funds:

We consent to the inclusion in American Century California Tax-Free and
Municipal Funds' Post-Effective Amendment No. 24 to the Registration Statement
No. 2-82734 on Form N-1A under the Securities Act of 1933 and Amendment No. 28
to the Registration Statement No. 811-3706 filed on Form N-1A under the
Investment Company Act of 1940 of our reports dated October 4, 1996 on the
financial statements and financial highlights of the American Century-Benham
California Tax-Free Money Market Fund, American Century-Benham California
Municipal Money Market Fund, American Century-Benham California Limited-Term
Tax-Free Fund, American Century-Benham California Intermediate-Term Tax-Free
Fund, American Century-Benham California Long-Term Tax-Free Fund, American
Century-Benham California High-Yield Municipal Fund and American Century-Benham
California Insured Tax-Free Fund (the seven funds comprising the American
Century California Tax-Free and Municipal Funds) for the periods indicated
therein, which reports have been incorporated by reference into the Statements
of Additional Information of American Century California Tax-Free and Municipal
Funds. We also consent to the reference to our firm under the heading "Financial
Highlights" in the Prospectus and under the heading "About the Trust" in the
Statements of Additional Information which is incorporated by reference in the
Prospectus.


/s/KPMG Peat Marwick LLP

Kansas City, Missouri
December 27, 1996



          AMERICAN CENTURY-BENHAM CALIFORNIA TAX-FREE MONEY MARKET FUND
                                YIELD CALCULATION
                                 August 31, 1996

                                                           365/7
              Effective Yield:  [  (Base Period Return) + 1)      ] - 1


7 Day Yield = 2.85%

7 Day Effective Yield = 2.89%



<PAGE>


         AMERICAN CENTURY-BENHAM CALIFORNIA MUNICIPAL MONEY MARKET FUND
                                YIELD CALCULATION
                                 August 31, 1996


                                                           365/7
              Effective Yield:  [  (Base Period Return) + 1)      ] - 1


7 Day Yield = 2.96%

7 Day Effective Yield = 3.01%



<PAGE>


       AMERICAN CENTURY-BENHAM CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND
                                YIELD CALCULATION
                                 August 31, 1996

                               
                               [ (  A-B       ) 6     ]
           Formula: Yield  =  2[ (-------  + 1)   - 1 ]
                               [ (  C*D       )       ]



A = Investment income earned during the period.

B = Expenses accrued for the period (net of reimbursements).

C = The average daily number of shares outstanding during the period that were
    entitled to receive dividends.

D = The per share price on the last day of the period.


Calculation:

         A =           $1,738,953.37

         B =             $164,165.15

         C =          38,995,760.031

         D =                  $11.04

         Yield =               4.43%


<PAGE>


           AMERICAN CENTURY-BENHAM CALIFORNIA LONG-TERM TAX-FREE FUND
                                YIELD CALCULATION
                                 August 31, 1996


                               [ (  A-B       ) 6     ]
           Formula: Yield  =  2[ (-------  + 1)   - 1 ]
                               [ (  C*D       )       ]



A = Investment income earned during the period.

B = Expenses accrued for the period (net of reimbursements).

C = The average daily number of shares outstanding during the period that were
    entitled to receive dividends.

D = The per share price on the last day of the period.


Calculation:

         A =           $1,306,410.52

         B =             $112,927.55

         C =          26,029,151.754

         D =                  $11.06

         Yield =               5.03%


<PAGE>


          AMERICAN CENTURY-BENHAM CALIFORNIA HIGH-YIELD MUNICIPAL FUND
                                YIELD CALCULATION
                                 August 31, 1996


                               
                               [ (  A-B       ) 6     ]
           Formula: Yield  =  2[ (-------  + 1)   - 1 ]
                               [ (  C*D       )       ]



A = Investment income earned during the period.

B = Expenses accrued for the period (net of reimbursements).

C = The average daily number of shares outstanding during the period that were
    entitled to receive dividends.

D = The per share price on the last day of the period.


Calculation:

         A =             $726,452.91

         B =              $63,733.04

         C =          15,419,515.023

         D =                  $9.27

         Yield =               5.63%


<PAGE>


            AMERICAN CENTURY-BENHAM CALIFORNIA INSURED TAX-FREE FUND
                                YIELD CALCULATION
                                 August 31, 1996


                               
                               [ (  A-B       ) 6     ]
           Formula: Yield  =  2[ (-------  + 1)   - 1 ]
                               [ (  C*D       )       ]



A = Investment income earned during the period.

B = Expenses accrued for the period (net of reimbursements).

C = The average daily number of shares outstanding during the period that were
    entitled to receive dividends.

D = The per share price on the last day of the period.


Calculation:

         A =             $842,524.18

         B =              $76,369.83

         C =          19,032,860.238

         D =                  $10.00

         Yield =                4.88%


<PAGE>


          AMERICAN CENTURY-BENHAM CALIFORNIA LIMITED-TERM TAX-FREE FUND
                                YIELD CALCULATION
                                 August 31, 1996


                               
                               [ (  A-B       ) 6     ]
           Formula: Yield  =  2[ (-------  + 1)   - 1 ]
                               [ (  C*D       )       ]



A = Investment income earned during the period.

B = Expenses accrued for the period (net of reimbursements).

C = The average daily number of shares outstanding during the period that were
    entitled to receive dividends.

D = The per share price on the last day of the period.


Calculation:

         A =             $357,599.97

         B =              $42,032.87

         C =          10,071,980.397

         D =                  $10.19

         Yield =                3.72%

<PAGE>
          AMERICAN CENTURY-BENHAM CALIFORNIA TAX-FREE MONEY MARKET FUND
                           AVERAGE ANNUAL TOTAL RETURN
                                 August 31, 1996


                                    ( ERV ) 1/N
                      Formula:  T = (-----)     -  1
                                    (  P  )



P       =  A hypothetical initial payment of $1,000.

ERV     =  Ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the period.

N       =  Number of years.

T       =  Average annual total return.


                                 P             ERV           N          T
Calculation:                 ---------      ---------     --------    -------

    One Year                 $1,000.00      $1,031.20     1.000000     3.12%

    Five Years               $1,000.00      $1,144.00     5.000000     2.73%

    Ten Years                $1,000.00      $1,439.40    10.000000     3.71%

    Date Of Inception*       $1,000.00      $1,636.20    12.810404     3.92%


    TR=Total return for period.  TR=(ERV/P) - 1      63.62%


*Date Of Inception:  November 9, 1983



<PAGE>


       AMERICAN CENTURY-BENHAM CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND
                           AVERAGE ANNUAL TOTAL RETURN
                                 August 31, 1996


                                    ( ERV ) 1/N
                      Formula:  T = (-----)     -  1
                                    (  P  )



P       =  A hypothetical initial payment of $1,000.

ERV     =  Ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the period.

N       =  Number of years.

T       =  Average annual total return.


                                 P             ERV           N          T
Calculation:                 ---------      ---------     --------    -------

    One Year                 $1,000.00      $1,047.90     1.000000      4.79%

    Five Years               $1,000.00      $1,367.90     5.000000      6.48%

    Ten Years                $1,000.00      $1,839.00    10.000000      6.28%

    Date Of Inception*       $1,000.00      $2,355.40    12.810404      6.92%


    TR=Total return for period.  TR=(ERV/P) - 1      135.54%


*Date Of Inception:  November 9, 1983



<PAGE>


          AMERICAN CENTURY-BENHAM CALIFORNIA HIGH-YIELD MUNICIPAL FUND
                           AVERAGE ANNUAL TOTAL RETURN
                                 August 31, 1996


                                    ( ERV ) 1/N
                      Formula:  T = (-----)     -  1
                                    (  P  )



P       =  A hypothetical initial payment of $1,000.

ERV     =  Ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the period.

N       =  Number of years.

T       =  Average annual total return.


                                 P             ERV           N          T
Calculation:                 ---------      ---------     --------    -------

    One Year                 $1,000.00      $1,080.20     1.000000     8.02%

    Five Years               $1,000.00      $1,446.70     5.000000     7.66%

    Ten Years             

    Date Of Inception*       $1,000.00      $1,804.60     9.670089     6.30%


    TR=Total return for period.  TR=(ERV/P) - 1      80.46%


*Date Of Inception:  December 30, 1986



<PAGE>


            AMERICAN CENTURY-BENHAM CALIFORNIA INSURED TAX-FREE FUND
                           AVERAGE ANNUAL TOTAL RETURN
                                 August 31, 1996


                                    ( ERV ) 1/N
                      Formula:  T = (-----)     -  1
                                    (  P  )



P       =  A hypothetical initial payment of $1,000.

ERV     =  Ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the period.

N       =  Number of years.

T       =  Average annual total return.


                                 P             ERV           N          T
Calculation:                 ---------      ---------     --------    -------

    One Year                  $1,000.00     $1,066.00     1.000000      6.60%

    Five Years                $1,000.00     $1,439.00     5.000000      7.55%

    Ten Years

    Date Of Inception*        $1,000.00     $1,859.30     9.670089      6.63%


    TR=Total return for period.  TR=(ERV/P) - 1      85.93%


*Date Of Inception:  December 30, 1986



<PAGE>


         AMERICAN CENTURY-BENHAM CALIFORNIA MUNICIPAL MONEY MARKET FUND
                           AVERAGE ANNUAL TOTAL RETURN
                                 August 31, 1996



                                    ( ERV ) 1/N
                      Formula:  T = (-----)     -  1
                                    (  P  )



P       =  A hypothetical initial payment of $1,000.

ERV     =  Ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the period.

N       =  Number of years.

T       =  Average annual total return.


                                 P             ERV           N          T
Calculation:                 ---------      ---------     --------    -------

    One Year                 $1,000.00      $1,032.30     1.000000      3.23%

    Five Years               $1,000.00      $1,154.80     5.000000      2.92%

    Ten Years

    Date Of Inception*       $1,000.00      $1,189.90     5.667351      3.12%


    TR=Total return for period.  TR=(ERV/P) - 1      18.99


*Date Of Inception:  December 31, 1990




<PAGE>


          AMERICAN CENTURY-BENHAM CALIFORNIA TAX-FREE LIMITED-TERM FUND
                           AVERAGE ANNUAL TOTAL RETURN
                                 August 31, 1996


                                    ( ERV ) 1/N
                      Formula:  T = (-----)     -  1
                                    (  P  )



P       =  A hypothetical initial payment of $1,000.

ERV     =  Ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the period.

N       =  Number of years.

T       =  Average annual total return.


                                 P             ERV           N          T
Calculation:                 ---------      ---------     --------    -------

    One Year                 $1,000.00      $1,038.70     1.000000      3.87%

    Five Years

    Ten Years

    Date Of Inception*       $1,000.00      $1,209.70     4.249144      4.58%


    TR=Total return for period.  TR=(ERV/P) - 1     20.97%


*Date Of Inception:  June 1, 1992




<PAGE>


           AMERICAN CENTURY-BENHAM CALIFORNIA LONG-TERM TAX-FREE FUND
                           AVERAGE ANNUAL TOTAL RETURN
                                 August 31, 1996


                                    ( ERV ) 1/N
                      Formula:  T = (-----)     -  1
                                    (  P  )



P       =  A hypothetical initial payment of $1,000.

ERV     =  Ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the period.

N       =  Number of years.

T       =  Average annual total return.


                                 P             ERV           N          T
Calculation:                 ---------      ---------     --------    -------

    One Year                 $1,000.00      $1,067.70     1.000000      6.77%

    Five Years               $1,000.00      $1,432.10     5.000000      7.44%

    Ten Years                $1,000.00      $1,955.60    10.000000      6.93%

    Date Of Inception*       $1,000.00      $2,803.60    12.810404      8.38%


    TR=Total return for period.  TR=(ERV/P) - 1     180.36%


*Date Of Inception:  November 9, 1983





                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  BENHAM  CALIFORNIA
TAX-FREE  AND  MUNICIPAL  FUNDS,  hereinafter  called the  "Trust"  and  certain
trustees and officers of the Trust,  do hereby  constitute  and appoint James M.
Benham, James E. Stowers, III, William M. Lyons, Douglas A. Paul, and Patrick A.
Looby, and each of them individually, their true and lawful attorneys and agents
to take any and all  action  and  execute  any and all  instruments  which  said
attorneys  and agents may deem  necessary  or  advisable  to enable the Trust to
comply  with the  Securities  Act of 1933 and/or the  Investment  Company Act of
1940, as amended,  and any rules  regulations,  orders, or other requirements of
the United States Securities and Exchange Commission  thereunder,  in connection
with the  registration  under the  Securities  Act of 1933 and/or the Investment
Company Act of 1940, as amended, including specifically,  but without limitation
of the  foregoing,  power  and  authority  to sign the name of the  Trust in its
behalf and to affix its seal, and to sign the names of each of such trustees and
officers in their capacities as indicated, to any amendment or supplement to the
Registration  Statement filed with the Securities and Exchange  Commission under
the  Securities  Act of 1933  and/or  the  Investment  Company  Act of 1940,  as
amended,  and to any  instruments or documents filed or to be filed as a part of
or in connection with such Registration  Statement;  and each of the undersigned
hereby  ratifies  and confirms  all that said  attorneys  and agents shall do or
cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the Trust has caused this Power to be executed by its
duly authorized officers on this the 4th day of March, 1996

                       BENHAM CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                       (A Massachusetts Business Trust)


                        By: /s/James M. Benham, President
                           James M. Benham, President

SIGNATURE AND TITLE

/s/James M. Benham                                /s/Ezra Solomon
James M. Benham                                   Ezra Solomon
Chairman                                          Trustee

/s/Albert A. Eisenstat                            /s/Isaac Stein
Albert A. Eisenstat                               Isaac Stein
Trustee                                           Trustee

/s/Ronald J. Gilson                               /s/Jeanne D. Wohlers
Ronald J. Gilson                                  Jeanne D. Wohlers
Trustee                                           Trustee

/s/Myron S. Scholes                               /s/James E. Stowers, III
Myron S. Scholes                                  James E. Stowers, III
Trustee                                           Trustee

/s/Kenneth E. Scott                               /s/Maryanne Roepke
Kenneth E. Scott                                  Maryanne Roepke
Trustee                                           Treasurer

Attest:

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


<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000717316
<NAME> BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 1
   <NAME> BENHAM CALIFORNIA TAX-FREE MONEY MARKET FUND
       
<S>                      <C>
<PERIOD-TYPE>                     12-MOS
<FISCAL-YEAR-END>                 AUG-31-1996
<PERIOD-END>                      AUG-31-1996
<INVESTMENTS-AT-COST>                           422,621,155
<INVESTMENTS-AT-VALUE>                          422,621,155
<RECEIVABLES>                                     2,538,163
<ASSETS-OTHER>                                    1,121,982
<OTHER-ITEMS-ASSETS>                                      0
<TOTAL-ASSETS>                                  426,281,300
<PAYABLE-FOR-SECURITIES>                                  0
<SENIOR-LONG-TERM-DEBT>                                   0
<OTHER-ITEMS-LIABILITIES>                           434,894
<TOTAL-LIABILITIES>                                 434,894
<SENIOR-EQUITY>                                 425,773,728
<PAID-IN-CAPITAL-COMMON>                                  0
<SHARES-COMMON-STOCK>                           425,773,728
<SHARES-COMMON-PRIOR>                           414,243,637
<ACCUMULATED-NII-CURRENT>                           470,929
<OVERDISTRIBUTION-NII>                                    0
<ACCUMULATED-NET-GAINS>                            (398,251)
<OVERDISTRIBUTION-GAINS>                                  0
<ACCUM-APPREC-OR-DEPREC>                                  0
<NET-ASSETS>                                    425,846,406
<DIVIDEND-INCOME>                                         0
<INTEREST-INCOME>                                15,393,401
<OTHER-INCOME>                                            0
<EXPENSES-NET>                                    2,104,948
<NET-INVESTMENT-INCOME>                          13,288,453
<REALIZED-GAINS-CURRENT>                              5,024
<APPREC-INCREASE-CURRENT>                                 0
<NET-CHANGE-FROM-OPS>                            13,293,477
<EQUALIZATION>                                            0
<DISTRIBUTIONS-OF-INCOME>                        13,076,367
<DISTRIBUTIONS-OF-GAINS>                                  0
<DISTRIBUTIONS-OTHER>                                     0
<NUMBER-OF-SHARES-SOLD>                         417,665,171
<NUMBER-OF-SHARES-REDEEMED>                     418,632,419
<SHARES-REINVESTED>                              12,497,339
<NET-CHANGE-IN-ASSETS>                           11,747,201
<ACCUMULATED-NII-PRIOR>                                   0
<ACCUMULATED-GAINS-PRIOR>                                 0
<OVERDISTRIB-NII-PRIOR>                                   0
<OVERDIST-NET-GAINS-PRIOR>                                0
<GROSS-ADVISORY-FEES>                             1,240,288
<INTEREST-EXPENSE>                                        0
<GROSS-EXPENSE>                                   2,152,807
<AVERAGE-NET-ASSETS>                            425,246,650
<PER-SHARE-NAV-BEGIN>                                  1.00
<PER-SHARE-NII>                                        0.03
<PER-SHARE-GAIN-APPREC>                                0.00
<PER-SHARE-DIVIDEND>                                   0.03
<PER-SHARE-DISTRIBUTIONS>                              0.00
<RETURNS-OF-CAPITAL>                                   0.00
<PER-SHARE-NAV-END>                                    1.00
<EXPENSE-RATIO>                                        0.49
<AVG-DEBT-OUTSTANDING>                                    0
<AVG-DEBT-PER-SHARE>                                   0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000717316
<NAME> BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 2
   <NAME> BENHAM MUNICIPAL MONEY MARKET FUND
       
<S>                      <C>
<PERIOD-TYPE>                          12-MOS
<FISCAL-YEAR-END>                      AUG-31-1996
<PERIOD-END>                           AUG-31-1996
<INVESTMENTS-AT-COST>                                192,430,207
<INVESTMENTS-AT-VALUE>                               192,430,207
<RECEIVABLES>                                          2,850,271
<ASSETS-OTHER>                                         1,504,013
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                       196,784,491
<PAYABLE-FOR-SECURITIES>                                       0
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                264,489
<TOTAL-LIABILITIES>                                      264,489
<SENIOR-EQUITY>                                      196,563,510
<PAID-IN-CAPITAL-COMMON>                                       0
<SHARES-COMMON-STOCK>                                196,563,510
<SHARES-COMMON-PRIOR>                                191,817,804
<ACCUMULATED-NII-CURRENT>                                115,098
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                 (158,606)
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                       0
<NET-ASSETS>                                         196,520,002
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                      7,200,968
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                         1,018,195
<NET-INVESTMENT-INCOME>                                6,182,773
<REALIZED-GAINS-CURRENT>                                   3,762
<APPREC-INCREASE-CURRENT>                                      0
<NET-CHANGE-FROM-OPS>                                  6,186,535
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                              6,134,579
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                              221,042,487
<NUMBER-OF-SHARES-REDEEMED>                          222,193,970
<SHARES-REINVESTED>                                    5,897,189
<NET-CHANGE-IN-ASSETS>                                 4,797,662
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                      0
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                    563,912
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                        1,046,807
<AVERAGE-NET-ASSETS>                                 193,273,731
<PER-SHARE-NAV-BEGIN>                                       1.00
<PER-SHARE-NII>                                             0.03
<PER-SHARE-GAIN-APPREC>                                     0.00
<PER-SHARE-DIVIDEND>                                        0.03
<PER-SHARE-DISTRIBUTIONS>                                   0.00
<RETURNS-OF-CAPITAL>                                        0.00
<PER-SHARE-NAV-END>                                         1.00
<EXPENSE-RATIO>                                             0.52
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                        0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000717316
<NAME> BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 3
   <NAME> BENHAM CALIFORNIA TAX-FREE INTERMEDIATE-TERM FUND
       
<S>                      <C>
<PERIOD-TYPE>                          12-MOS
<FISCAL-YEAR-END>                      AUG-31-1996
<PERIOD-END>                           AUG-31-1996
<INVESTMENTS-AT-COST>                                412,752,115
<INVESTMENTS-AT-VALUE>                               425,195,712
<RECEIVABLES>                                          6,558,817
<ASSETS-OTHER>                                           157,744
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                       431,912,273
<PAYABLE-FOR-SECURITIES>                                       0
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                962,593
<TOTAL-LIABILITIES>                                      962,593
<SENIOR-EQUITY>                                      390,172,280
<PAID-IN-CAPITAL-COMMON>                              27,294,317
<SHARES-COMMON-STOCK>                                 39,017,228
<SHARES-COMMON-PRIOR>                                 37,743,491
<ACCUMULATED-NII-CURRENT>                                  6,359
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                1,033,127
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                              12,443,597
<NET-ASSETS>                                         430,949,680
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                     22,990,105
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                         2,047,316
<NET-INVESTMENT-INCOME>                               20,942,789
<REALIZED-GAINS-CURRENT>                               3,000,776
<APPREC-INCREASE-CURRENT>                             (3,916,167)
<NET-CHANGE-FROM-OPS>                                 20,027,398
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                             20,936,393
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                8,045,676
<NUMBER-OF-SHARES-REDEEMED>                            8,207,114
<SHARES-REINVESTED>                                    1,435,175
<NET-CHANGE-IN-ASSETS>                                13,399,536
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                      0
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                  1,249,491
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                        2,090,627
<AVERAGE-NET-ASSETS>                                 429,795,809
<PER-SHARE-NAV-BEGIN>                                      11.06
<PER-SHARE-NII>                                             0.54
<PER-SHARE-GAIN-APPREC>                                    (0.01)
<PER-SHARE-DIVIDEND>                                        0.54
<PER-SHARE-DISTRIBUTIONS>                                   0.00
<RETURNS-OF-CAPITAL>                                        0.00
<PER-SHARE-NAV-END>                                        11.05
<EXPENSE-RATIO>                                             0.48
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                        0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000717316
<NAME> BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 4
   <NAME> BENHAM CALIFORNIA TAX-FREE LONG-TERM FUND
       
<S>                      <C>
<PERIOD-TYPE>                        12-MOS
<FISCAL-YEAR-END>                    AUG-31-1996
<PERIOD-END>                         AUG-31-1996
<INVESTMENTS-AT-COST>                              276,356,268
<INVESTMENTS-AT-VALUE>                             285,296,703
<RECEIVABLES>                                        4,058,914
<ASSETS-OTHER>                                           4,185
<OTHER-ITEMS-ASSETS>                                         0
<TOTAL-ASSETS>                                     289,359,802
<PAYABLE-FOR-SECURITIES>                                     0
<SENIOR-LONG-TERM-DEBT>                                      0
<OTHER-ITEMS-LIABILITIES>                            1,337,416
<TOTAL-LIABILITIES>                                  1,337,416
<SENIOR-EQUITY>                                    260,495,880
<PAID-IN-CAPITAL-COMMON>                            18,297,418
<SHARES-COMMON-STOCK>                               26,049,588
<SHARES-COMMON-PRIOR>                               25,238,519
<ACCUMULATED-NII-CURRENT>                                6,149
<OVERDISTRIBUTION-NII>                                       0
<ACCUMULATED-NET-GAINS>                                282,504
<OVERDISTRIBUTION-GAINS>                                     0
<ACCUM-APPREC-OR-DEPREC>                             8,940,435
<NET-ASSETS>                                       288,022,386
<DIVIDEND-INCOME>                                            0
<INTEREST-INCOME>                                   17,067,319
<OTHER-INCOME>                                               0
<EXPENSES-NET>                                       1,362,572
<NET-INVESTMENT-INCOME>                             15,704,747
<REALIZED-GAINS-CURRENT>                               780,713
<APPREC-INCREASE-CURRENT>                            2,019,723
<NET-CHANGE-FROM-OPS>                               18,505,183
<EQUALIZATION>                                               0
<DISTRIBUTIONS-OF-INCOME>                           15,699,168
<DISTRIBUTIONS-OF-GAINS>                                     0
<DISTRIBUTIONS-OTHER>                                        0
<NUMBER-OF-SHARES-SOLD>                              7,807,077
<NUMBER-OF-SHARES-REDEEMED>                          7,947,182
<SHARES-REINVESTED>                                    951,174
<NET-CHANGE-IN-ASSETS>                              11,937,341
<ACCUMULATED-NII-PRIOR>                                      0
<ACCUMULATED-GAINS-PRIOR>                                    0
<OVERDISTRIB-NII-PRIOR>                                      0
<OVERDIST-NET-GAINS-PRIOR>                                   0
<GROSS-ADVISORY-FEES>                                  833,863
<INTEREST-EXPENSE>                                           0
<GROSS-EXPENSE>                                      1,391,500
<AVERAGE-NET-ASSETS>                               286,553,910
<PER-SHARE-NAV-BEGIN>                                    10.94
<PER-SHARE-NII>                                           0.61
<PER-SHARE-GAIN-APPREC>                                   0.12
<PER-SHARE-DIVIDEND>                                      0.61
<PER-SHARE-DISTRIBUTIONS>                                 0.00
<RETURNS-OF-CAPITAL>                                      0.00
<PER-SHARE-NAV-END>                                      11.06
<EXPENSE-RATIO>                                           0.48
<AVG-DEBT-OUTSTANDING>                                       0
<AVG-DEBT-PER-SHARE>                                      0.00
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000717316
<NAME> BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 5
   <NAME> BENHAM CALIFORNIA MUNICIPAL HIGH-YIELD FUND
       
<S>                      <C>
<PERIOD-TYPE>                        12-MOS
<FISCAL-YEAR-END>                    AUG-31-1996
<PERIOD-END>                         AUG-31-1996
<INVESTMENTS-AT-COST>                              138,234,308
<INVESTMENTS-AT-VALUE>                             142,114,909
<RECEIVABLES>                                        2,589,293
<ASSETS-OTHER>                                         301,173
<OTHER-ITEMS-ASSETS>                                         0
<TOTAL-ASSETS>                                     145,005,375
<PAYABLE-FOR-SECURITIES>                                     0
<SENIOR-LONG-TERM-DEBT>                                      0
<OTHER-ITEMS-LIABILITIES>                              330,132
<TOTAL-LIABILITIES>                                    330,132
<SENIOR-EQUITY>                                    156,046,220
<PAID-IN-CAPITAL-COMMON>                           (14,897,324)
<SHARES-COMMON-STOCK>                               15,604,622
<SHARES-COMMON-PRIOR>                                        0
<ACCUMULATED-NII-CURRENT>                                5,406
<OVERDISTRIBUTION-NII>                                       0
<ACCUMULATED-NET-GAINS>                               (359,660)
<OVERDISTRIBUTION-GAINS>                                     0
<ACCUM-APPREC-OR-DEPREC>                             3,880,601
<NET-ASSETS>                                       144,675,243
<DIVIDEND-INCOME>                                            0
<INTEREST-INCOME>                                    8,498,662
<OTHER-INCOME>                                               0
<EXPENSES-NET>                                         664,401
<NET-INVESTMENT-INCOME>                              7,834,261
<REALIZED-GAINS-CURRENT>                             1,514,159
<APPREC-INCREASE-CURRENT>                              798,655
<NET-CHANGE-FROM-OPS>                               10,147,075
<EQUALIZATION>                                               0
<DISTRIBUTIONS-OF-INCOME>                            7,832,946
<DISTRIBUTIONS-OF-GAINS>                                     0
<DISTRIBUTIONS-OTHER>                                        0
<NUMBER-OF-SHARES-SOLD>                              7,510,749
<NUMBER-OF-SHARES-REDEEMED>                          5,267,312
<SHARES-REINVESTED>                                    604,403
<NET-CHANGE-IN-ASSETS>                              28,509,375
<ACCUMULATED-NII-PRIOR>                                      0
<ACCUMULATED-GAINS-PRIOR>                                    0
<OVERDISTRIB-NII-PRIOR>                                      0
<OVERDIST-NET-GAINS-PRIOR>                                   0
<GROSS-ADVISORY-FEES>                                  379,805
<INTEREST-EXPENSE>                                           0
<GROSS-EXPENSE>                                        677,505
<AVERAGE-NET-ASSETS>                               130,809,678
<PER-SHARE-NAV-BEGIN>                                     9.11
<PER-SHARE-NII>                                           0.56
<PER-SHARE-GAIN-APPREC>                                   0.16
<PER-SHARE-DIVIDEND>                                      0.56
<PER-SHARE-DISTRIBUTIONS>                                 0.00
<RETURNS-OF-CAPITAL>                                      0.00
<PER-SHARE-NAV-END>                                       9.27
<EXPENSE-RATIO>                                           0.51
<AVG-DEBT-OUTSTANDING>                                       0
<AVG-DEBT-PER-SHARE>                                      0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000717316
<NAME> BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 6
   <NAME> BENHAM CALIFORNIA TAX-FREE INSURED FUND
       
<S>                      <C>
<PERIOD-TYPE>                        12-MOS
<FISCAL-YEAR-END>                    AUG-31-1996
<PERIOD-END>                         AUG-31-1996
<INVESTMENTS-AT-COST>                              183,138,086
<INVESTMENTS-AT-VALUE>                             189,391,294
<RECEIVABLES>                                        3,121,772
<ASSETS-OTHER>                                         186,795
<OTHER-ITEMS-ASSETS>                                         0
<TOTAL-ASSETS>                                     192,699,861
<PAYABLE-FOR-SECURITIES>                                     0
<SENIOR-LONG-TERM-DEBT>                                      0
<OTHER-ITEMS-LIABILITIES>                              888,895
<TOTAL-LIABILITIES>                                    888,895
<SENIOR-EQUITY>                                    191,773,300
<PAID-IN-CAPITAL-COMMON>                            (5,565,746)
<SHARES-COMMON-STOCK>                               19,177,330
<SHARES-COMMON-PRIOR>                               18,084,945
<ACCUMULATED-NII-CURRENT>                                4,546
<OVERDISTRIBUTION-NII>                                       0
<ACCUMULATED-NET-GAINS>                               (654,342)
<OVERDISTRIBUTION-GAINS>                                     0
<ACCUM-APPREC-OR-DEPREC>                             6,253,208
<NET-ASSETS>                                       191,810,966
<DIVIDEND-INCOME>                                            0
<INTEREST-INCOME>                                   10,848,379
<OTHER-INCOME>                                               0
<EXPENSES-NET>                                         922,183
<NET-INVESTMENT-INCOME>                              9,926,196
<REALIZED-GAINS-CURRENT>                               576,436
<APPREC-INCREASE-CURRENT>                            1,358,411
<NET-CHANGE-FROM-OPS>                               11,861,043
<EQUALIZATION>                                               0
<DISTRIBUTIONS-OF-INCOME>                            9,925,479
<DISTRIBUTIONS-OF-GAINS>                                     0
<DISTRIBUTIONS-OTHER>                                        0
<NUMBER-OF-SHARES-SOLD>                              6,546,262
<NUMBER-OF-SHARES-REDEEMED>                          6,132,458
<SHARES-REINVESTED>                                    678,581
<NET-CHANGE-IN-ASSETS>                              12,898,403
<ACCUMULATED-NII-PRIOR>                                      0
<ACCUMULATED-GAINS-PRIOR>                                    0
<OVERDISTRIB-NII-PRIOR>                                      0
<OVERDIST-NET-GAINS-PRIOR>                                   0
<GROSS-ADVISORY-FEES>                                  544,813
<INTEREST-EXPENSE>                                           0
<GROSS-EXPENSE>                                        942,639
<AVERAGE-NET-ASSETS>                               187,411,566
<PER-SHARE-NAV-BEGIN>                                     9.89
<PER-SHARE-NII>                                           0.53
<PER-SHARE-GAIN-APPREC>                                   0.11
<PER-SHARE-DIVIDEND>                                      0.53
<PER-SHARE-DISTRIBUTIONS>                                 0.00
<RETURNS-OF-CAPITAL>                                      0.00
<PER-SHARE-NAV-END>                                      10.00
<EXPENSE-RATIO>                                           0.49
<AVG-DEBT-OUTSTANDING>                                       0
<AVG-DEBT-PER-SHARE>                                      0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000717316
<NAME> BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 7
   <NAME> BENHAM CALIFORNIA TAX-FREE LIMITED-TERM FUND
       
<S>                      <C>
<PERIOD-TYPE>                             12-MOS
<FISCAL-YEAR-END>                         AUG-31-1996
<PERIOD-END>                              AUG-31-1996
<INVESTMENTS-AT-COST>                                   100,863,012
<INVESTMENTS-AT-VALUE>                                  101,541,532
<RECEIVABLES>                                             2,547,103
<ASSETS-OTHER>                                              903,840
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                          104,992,475
<PAYABLE-FOR-SECURITIES>                                  1,073,363
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                   212,288
<TOTAL-LIABILITIES>                                       1,285,651
<SENIOR-EQUITY>                                         101,735,660
<PAID-IN-CAPITAL-COMMON>                                  2,430,451
<SHARES-COMMON-STOCK>                                    10,173,566
<SHARES-COMMON-PRIOR>                                    10,233,826
<ACCUMULATED-NII-CURRENT>                                    13,533
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                  (1,151,340)
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                    678,520
<NET-ASSETS>                                            103,706,824
<DIVIDEND-INCOME>                                                 0
<INTEREST-INCOME>                                         4,753,559
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                              498,003
<NET-INVESTMENT-INCOME>                                   4,255,556
<REALIZED-GAINS-CURRENT>                                    268,474
<APPREC-INCREASE-CURRENT>                                  (634,911)
<NET-CHANGE-FROM-OPS>                                     3,889,119
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                 4,248,485
<DISTRIBUTIONS-OF-GAINS>                                          0
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                   3,379,409
<NUMBER-OF-SHARES-REDEEMED>                               3,766,480
<SHARES-REINVESTED>                                         327,171
<NET-CHANGE-IN-ASSETS>                                   (1,016,438)
<ACCUMULATED-NII-PRIOR>                                           0
<ACCUMULATED-GAINS-PRIOR>                                         0
<OVERDISTRIB-NII-PRIOR>                                           0
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                       294,665
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                             511,076
<AVERAGE-NET-ASSETS>                                    101,356,986
<PER-SHARE-NAV-BEGIN>                                         10.23
<PER-SHARE-NII>                                                0.43
<PER-SHARE-GAIN-APPREC>                                       (0.04)
<PER-SHARE-DIVIDEND>                                           0.43
<PER-SHARE-DISTRIBUTIONS>                                      0.00
<RETURNS-OF-CAPITAL>                                           0.00
<PER-SHARE-NAV-END>                                           10.19
<EXPENSE-RATIO>                                                0.49
<AVG-DEBT-OUTSTANDING>                                            0
<AVG-DEBT-PER-SHARE>                                           0.00
        

</TABLE>


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