AMERICAN CENTURY CALIFORNIA TAX FREE & MUNICIPAL FUNDS
485BPOS, 1998-12-28
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                           FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]

     Pre-Effective Amendment No.                                      [ ]

     Post-Effective Amendment No. 28                                  [X]

                             and/or

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

     Amendment No. 32                                                 [X]

                        (Check appropriate box or boxes.)


            AMERICAN CENTURY 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) (Zip Code)


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


         William M. Lyons, 4500 Main Street, Kansas City, MO 64141-6200
       _________________________________________________________________
                     (Name and Address of Agent for Service)

  Approximate Date of Proposed Public Offering: Immediately, upon effectiveness

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

     [ ] immediately upon filing pursuant to paragraph (b)
     [X] on January 1, 1999 pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [ ] on (date) pursuant to paragraph (a)(1)
     [ ] 75 days after filing pursuant to paragraph (a)(2)
     [ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

     [ ] This post-effective amendment designates a new effective date for a 
         previously filed post-effective amendment.
<PAGE>
   
                                  PROSPECTUS

                                January 1, 1999
    

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

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

                                INVESTOR CLASS

   
                     The Securities and Exchange Commission
              has not approved or disapproved these securities or
            determined if this Prospectus is accurate or complete.
             Anyone who tells you otherwise is committing a crime.
    

                    Distributed by Funds Distributor, Inc.




   
Dear Investor,

   Reading a prospectus  doesn't have to be a chore. We've done the hard work so
you can focus on what's  important--learning about the funds. Take a look inside
and you'll see this  prospectus is different  from others.  It takes a clear-cut
approach to fund information.

   Here's what you'll find:

  * The funds' primary investments and risks

  * A description of who may or may not want to invest in the funds

  * Fund  performance,  including  returns for each year, best and worst quarter
    and average annual returns compared to the funds' benchmarks

  * An overview of ways to best manage your accounts

  * Helpful tips and definitions of key investment terms

   Whether you're a current  investor or investing in mutual funds for the first
time, this prospectus will give you a clear  understanding  of the funds. If you
have questions,  our Investor Services Representatives are available weekdays, 7
a.m. to 7 p.m.,  and  Saturdays,  9 a.m. to 2 p.m.,  Central time. Our toll-free
number is 1-800-345-2021.  We look forward to helping you achieve your financial
goals.
                                     Sincerely,
                                     Mark Killen
                                     Senior Vice President
                                     American Century Investment Services, Inc
    



[LEFT MARGIN CALLOUT]

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

+ This symbol highlights special information and helpful tips.

[END LEFT MARGIN CALLOUT]

TABLE OF CONTENTS

   
An Overview of the Funds ..................................................    2
Fees and Expenses .........................................................    3
Information about the Funds ...............................................    4
     California Tax-Free Money Market Fund
     California Municipal Money Market Fund ...............................    4
     California Limited-Term Tax-Free Fund
     California Intermediate-Term Tax-Free Fund
     California Long-Term Tax-Free Fund
     California Insured Tax-Free Fund .....................................    8
     California High-Yield Municipal Fund .................................   10
Basics of Fixed Income Investing ..........................................   12
Management ................................................................   15
Investing with American Century ...........................................   18
Share Price and Distributions .............................................   21
Taxes .....................................................................   22
Financial Highlights ......................................................   23
At Your Service ...........................................................   33
    


                                                American Century Investments


AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT GOALS?

These  conservatively  managed funds seek income that is exempt from federal and
California  income  tax.  They  also  attempt  to  protect  the  value  of  your
investments.

WHAT ARE THE FUNDS' PRIMARY INVESTMENTS AND RISKS?

The  funds  invest  in debt  securities  issued by  cities,  counties  and other
California municipalities. Each of the funds invests in different types of these
municipal debt securities and involves  different  risks.  The chart below shows
the primary  differences  between the funds.  Additional  important  information
about the funds' investment strategies and risks begins on page 4.

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Lower Income
More Liquid
Shorter Term

(illustration of arrow)

Higher Income
Less Liquid
Longer Term

[END LEFT MARGIN CALLOUT]

Lower Income    Fund             Primary Investments          Primary Risks
More Liquid     ---------------------------------------------------------------
Shorter Term    California       High-quality,                California
    ^           Tax-Free         very short-term              economic risk
    ^           Money            debt securities              Some credit risk
    ^           Market
    *           
    *           California       High-quality, very short-    California
    *           Municipal        term debt securities,        economic risk
    *           Money            including private            Some credit risk
    *           Market           activity bonds
    *           ---------------------------------------------------------------
    *           California       Quality debt                 California
    *           Limited-Term     securities that              economic risk
    *           Tax-Free         mature in one                Credit risk
    *                            to five years                Some interest
    *                                                         rate risk
    *           
    *           California       Quality debt                 California
    *           Intermediate-    securities that              economic risk
    *           Term             mature in four               Credit risk
    *           Tax-Free         or more years                Interest rate risk
    *           
    *           California       Quality debt                 California
    *           Long-Term        securities that              economic risk
    *           Tax-Free         mature in seven              Credit risk
    *                            or more years                High interest
    *                                                         rate risk
    *           ---------------------------------------------------------------
    *           California       Quality debt securities      California
    *           Insured          that are covered             economic risk
    *           Tax-Free         by insurance                 Some credit risk
    *                            that guarantees              High interest
    *                            interest and                 rate risk
    *                            principal payments
    *           ---------------------------------------------------------------
    *           California       Debt securities that         California
    v           High-Yield       provide high                 economic risk
    v           Municipal        income, including            High credit risk
    v                            non-investment               High interest
Higher Income                    grade debt                   rate risk
Less Liquid                      securities and private
Longer Term                      activity bonds


WHO MAY WANT TO INVEST IN THE FUNDS?

The  funds  may be a good  investment  if you  are 

   
  * a California resident or taxpayer
    

  * seeking current tax-free income

  * comfortable with risk based on California's economy

  * comfortable with the funds' other investment risks

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are 

   
  * investing in an IRA or other tax-advantaged retirement plan
    

  * investing for long-term growth

  * looking for the added security of FDIC insurance

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+ An  investment  in the  funds  is not a bank  deposit  and is not  insured  or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency.

Although the money market funds seek to preserve the value of your investment At
$1.00 per share, it is possible to lose money by investing in them.

[END LEFT MARGIN CALLOUT]


2        American Century Investments                            1-800-345-2021


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

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


<TABLE>
Annual Operating Expenses (expenses that are deducted from fund assets)

                              Management    Distribution and     Other          Total Annual
                              Fee(1)(2)     Service              Expenses       Fund Operating
                                            (12b-1) Fees                        Expenses
- --------------------------------------------------------------------------------------------
California Tax-Free
<S>                           <C>           <C>                  <C>           <C>  
Money Market                  0.50%         None                 0.00%(3)       0.50%

California Municipal
Money Market                  0.50%         None                 0.00%(3)       0.50%
- --------------------------------------------------------------------------------------------
California Limited-Term
Tax-Free                      0.51%         None                 0.01%          0.52%

California
Intermediate-Term
Tax-Free                      0.51%         None                 0.00%(3)       0.51%

California Long-Term
Tax-Free.                     0.51%         None                 0.00%(3)       0.51%
- --------------------------------------------------------------------------------------------
California Insured
Tax-Free                      0.51%         None                 0.00%(3)       0.51%
- ---------------------------------------------------------------------------------------------
California High-Yield
Municipal                     0.54%         None                 0.00%(3)       0.54%


(1) A  portion  of the  management  fee  may be paid by the  funds'  advisor  to
unaffiliated third parties who provide recordkeeping and administrative services
that would otherwise be performed by an affiliate of the advisor.

(2) Based on fund  assets as of August 31,  1998.  The funds have a stepped  fee
schedule.  As a result,  the funds'  management fees generally  decrease as fund
assets increase. Please consult the Statement of Additional Information for more
details about the funds' management fees.

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

Example

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

*  invest $10,000 in the fund

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

*  earn 5% return each year

*  incur the same operating expenses shown above

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

                                           1 year      3 years        5 years       10 years
- ------------------------------------------------------------------------------------------
California Tax-Free Money Market             $51         $160           $279          $627
California Municipal Money Market
- ------------------------------------------------------------------------------------------
California Limited-Term Tax-Free             $53         $167           $290          $652
- ------------------------------------------------------------------------------------------
California Intermediate-Term  Tax-Free       $52         $163           $285          $640
California Long-Term Tax-Free
California Insured Tax-Free
- ------------------------------------------------------------------------------------------
California High-Yield Municipal              $55         $173           $301          $676
</TABLE>
    

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

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www.americancentury.com                   American Century Investments      3


   
INFORMATION ABOUT THE FUNDS
    

CALIFORNIA TAX-FREE MONEY MARKET FUND
CALIFORNIA MUNICIPAL MONEY MARKET FUND

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These money market funds seek safety of principal  and high current  income that
is exempt from federal and California income taxes. This is a fundamental policy
and cannot be changed without shareholder approval.

HOW DO THE FUNDS IMPLEMENT THEIR INVESTMENT OBJECTIVES?

   
The funds invest in  high-quality,  very short-term debt securities that produce
income that is exempt from federal and California income taxes.
    

What is the difference between the two funds?

   
*  California  Tax-Free Money Market's  income is exempt from all federal income
   tax.

*  California  Municipal  Money Market's  income is exempt from regular  federal
   income tax, but not necessarily the federal alternative minimum tax.
    

What kinds of debt securities do the funds buy?

   
The funds buy HIGH-QUALITY, very short-term debt securities with income payments
exempt from federal and  California  income  taxes.  Cities,  counties and other
municipalities in California usually issue these securities for public projects,
such as schools and roads.

California  Municipal Money Market also buys high-quality,  very short-term debt
securities  whose payments are exempt from federal and California  income taxes,
but not necessarily the federal  alternative  minimum tax. Cities,  counties and
other  municipalities  in  California  usually  issue these  securities  (called
private activity bonds) to fund for-profit  private  projects,  such as athletic
stadiums and hospitals.
    

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

Because the funds invest primarily in California municipal securities, they will
be sensitive  to events that affect  California's  economy.  They may be riskier
than funds that invest in a larger universe of securities.


[LEFT MARGIN CALLOUT]

   
+  Income  from  California  Municipal  Money  Market  may  be  subject  to  the
alternative minimum tax. See "Taxes," page 22.

A  HIGH-QUALITY  debt security is one that has been  determined to be in the top
two credit quality categories.  This can be established in a number of ways. For
example,  independent  rating  agencies  may rate the  security in their  higher
rating  categories.  The funds' advisor also can analyze an unrated  security to
determine if its credit  quality is high enough for  investment.  The details of
the funds' credit quality standards are described in the Statement of Additional
Information.
    

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4        American Century Investments                             1-800-345-2021


   
FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the  performance  of the funds' shares for each of
the last 10  calendar  years  (or for each  full year in the life of the fund if
less than 10 years).  It  indicates  the  volatility  of the  funds'  historical
returns from year to year.
    

[bar chart - data below]
<TABLE>
                        1997      1996     1995    1994    1993     1992     1991      1990     1989     1988
California Tax-Free
<S>                     <C>       <C>      <C>     <C>     <C>      <C>      <C>       <C>      <C>      <C>  
Money Market            3.19%     3.07%    3.41%   2.42%   2.03%    2.49%    3.81%     5.16%    5.71%    4.67%

California Municipal
Money Market            3.23%     3.10%   3.49%    2.47%   2.09%    2.95%    4.61%
</TABLE>

   
The funds' total returns for the period  January 1, 1998, to September 30, 1998,
are:

California Tax-Free  Money Market                  2.25%
California Municipal Money Market                  2.31%

Highest and Lowest Quarterly Returns

The  highest  and lowest  returns of the  funds'  shares for a calendar  quarter
during the last 10  calendar  years (or during the life of the fund if less than
10 years)  are  provided  below to  indicate  the funds'  historical  short-term
volatility.

[bar chart - data below]
                           California          California
                           Municipal            Tax-Free
                         Money Market          Money Market
Highest Return                1.18%               1.52%
End Date of Quarter
with Highest Return          9/30/91             6/30/89

Lowest Return                 0.47%               0.44%
End Date of Quarter
with Lowest Return           3/31/94            3/31/94

Average Annual Returns

The following  table shows the average  annual  returns of the funds' shares for
the periods indicated during the last 10 calendar years (or the life of the fund
if less than 10 years).
    

<TABLE>
   
                                                1 year       5 years       10 years     Life of Fund*
- -------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>           <C>          <C>  
California Tax-Free Money Market                3.19%        2.82%         3.59%        3.85%
- -------------------------------------------------------------------------------------------------
California Municipal Money Market               3.23%        2.87%         N/A          3.13%
    

* The inception date for  California  Tax-Free Money Market is November 9, 1983,
and California Municipal Money Market is December 31, 1990.
</TABLE>


[LEFT MARGIN CALLOUT]

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

+ For  current  performance  information,  including  yields,  please call us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments         5


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

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

   
These funds seek safety of principal and high current income that is exempt from
federal and California income taxes.
    

HOW DO THE FUNDS IMPLEMENT THEIR INVESTMENT OBJECTIVES?

   
The funds invest in QUALITY DEBT SECURITIES of differing maturities.  The income
from these securities is exempt from federal and California income taxes.
    

What is the difference between the three funds?

The funds  differ in the maturity of the debt  securities  they  purchase.  This
difference is shown in the chart below.

                                       Typical Maturity       Weighted
                                       of Investments         Average Maturity
- -------------------------------------------------------------------------------
California Limited-Term Tax-Free         1-5 years            1-5 years
- ------------------------------------------------------------------------------
California Intermediate-Term  Tax-Free   4 or more years      5-10 years
- -------------------------------------------------------------------------------
California Long-Term Tax-Free            7 or more years      10 or more years

What kinds of debt securities do the funds buy?

   
The funds primarily buy quality debt securities whose income payments are exempt
from  federal  and  California   income  taxes.   Cities,   counties  and  other
municipalities in California usually issue these securities for public projects

The funds also may use futures  contracts and options as part of its  investment
strategy.
    

During unusual market conditions,  the funds are permitted to keep a significant
amount of their  assets in cash or cash  equivalents.  If they do,  they may not
achieve their investment objectives and may generate taxable income.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

   
The funds have different WEIGHTED AVERAGE MATURITIES. Because of this, the funds
will  respond  differently  to  changes in  interest  rates.  Funds with  longer
weighted  average  maturities are more sensitive to interest rate changes.  When
interest  rates rise,  the values of the funds usually  fall,  but the values of
funds with longer weighted average maturities generally will fall farther.
    

Because the funds invest primarily in California municipal securities, they will
be sensitive  to events that affect  California's  economy.  They may be riskier
than funds that invest in a larger universe of securities.

The funds' share values will fluctuate.  In general,  the funds that have higher
potential  income  have a higher  potential  loss.  If you sell your shares when
their value is less than the price you paid, you will lose money.

                                           Potential Loss     Potential Income
- ---------------------------------------------------------------------------
California Limited-Term Tax-Free             Lower                Lower
- ---------------------------------------------------------------------------
California Intermediate-Term Tax-Free        Moderate             Moderate
- ---------------------------------------------------------------------------
California Long-Term Tax-Free                Higher               Higher

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A QUALITY DEBT SECURITY is one that has been determined to be  investment-grade.
This can be  established in a number of ways.  For example,  independent  rating
agencies may rate the security in one of their top four rating  categories.  The
funds'  advisor also can analyze an unrated  security to determine if its credit
quality is high enough for investment.  The details of the funds' credit quality
standards are described in the Statement of Additional Information.

WEIGHTED  AVERAGE  MATURITY is a measure of a fund's interest rate  sensitivity.
See "Weighted Average Maturity," page 12.
    

[END LEFT MARGIN CALLOUT]


6      American Century Investments                             1-800-345-2021


FUND PERFORMANCE HISTORY

   
Annual Total Returns

The following bar chart shows the  performance  of the funds' shares for each of
the last 10  calendar  years  (or for each  full year in the life of the fund if
less than 10 years).  It  indicates  the  volatility  of the  funds'  historical
returns from year to year.
    

[bar chart - data below]
<TABLE>
                         1997     1996     1995       1994       1993      1992     1991      1990     1989     1988
California
Intermediate-Term
<S>                      <C>       <C>     <C>         <C>       <C>        <C>     <C>        <C>      <C>      <C>  
Tax-Free                 7.45%     4.25%   13.52%     -3.72%     10.69%     7.09%   10.38%     6.99%    7.94%    5.91%

California
Long-Term Tax-Free       9.74%     3.59%   19.80%     -6.51%     13.74%     8.15%   11.80%     6.60%    9.76%    10.45%

California
Limited-Term Tax-Free    5.34%     3.93%   8.32%      -0.61%     5.92%
</TABLE>

   
The funds' total returns for the period  January 1, 1998, to September 30, 1998,
are:

California Limited-Term  Tax-Free                        4.42%
California Intermediate-Term  Tax-Free                   5.58%
California Long-Term  Tax-Free                           6.59%
    

Highest and Lowest Quarterly Returns

   
The highest  and lowest  returns of the funds'  shares for a quarter  during the
last 10  calendar  years (or  during the life of the fund if less than 10 years)
are provided below to indicate the funds' historical short-term volatility.
    

[bar chart - data below]

                            California        California      California
                         Intermediate-Term      Long-Term      Limited-Term
                              Tax-Free          Tax-Free        Tax-Free
Highest Return                 5.25%             7.13%            2.99%
End Date of Quarter
with Highest Return           3/31/95           3/31/95         3/31/95

Lowest Return                 -3.98%            -5.71%          -1.35%
End Date of Quarter
with Lowest                   3/31/94           3/31/94         3/31/94

   
Average Annual Returns

The following  table shows the average  annual  returns of the funds' shares for
the periods  indicated during the last 10 calendar years (or for the life of the
fund if less  than 10  years).  The  benchmarks  are  included  for  performance
comparison. The benchmarks are unmanaged indices that have no operating costs.
    

<TABLE>
   
                                         1 year      5 years     10 years      Life of Fund*
- ---------------------------------------------------------------------------------------
<S>                                       <C>         <C>        <C>              <C>  
California Limited-Term Tax-Free          5.34%       4.54%        N/A            4.81%
Lehman 3-Yr Municipal Bond Index          5.48%       5.10%        N/A            5.24%
- ---------------------------------------------------------------------------------------
California Intermediate-Term  Tax-Free    7.45%       6.27%       6.96%           7.01%
Lehman 5-Yr General Oblication Index      6.48%       5.89%       6.93%           7.65%
- ---------------------------------------------------------------------------------------
California Long-Term Tax-Free             9.74%       7.69%       8.51%           8.60%
Lehman Long-Term Municipal Bond Index    11.30%       8.37%       9.81%          10.77%
</TABLE>

* The  inception  date for  California  Limited-Term  Tax-Free  is June 1, 1992,
California  Intermediate-Term  Tax-Free  is  November  9,  1983  and  California
Long-Term Tax-Free is November 9, 1983.
    

 [LEFT MARGIN CALLOUT]

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

+ For  current  performance  information,  including  yields,  please call us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                    American Century Investments        7


CALIFORNIA INSURED TAX-FREE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks safety of principal  and high current  income that is exempt from
federal and  California  income  taxes.  The fund invests in insured  California
municipal securities.

HOW DOES THE FUND IMPLEMENT ITS INVESTMENT OBJECTIVE?

The fund invests in long-term INSURED DEBT SECURITIES.

   
*  These debt  securities  feature  income  payments  exempt  from  federal  and
   California  income  taxes.  Cities,  counties  and  other  municipalities  in
   California usually issue these securities for public projects.
    

*  A debt security's  insurance cannot be cancelled and guarantees  interest and
   other payments will be made as scheduled.

The weighted average maturity of the fund is expected to be 10 years or longer.

   
The fund also may use futures  contracts  and options as part of its  investment
strategy.
    

During  unusual market  conditions,  the fund is permitted to keep a significant
amount of its assets in cash or cash equivalents. If it does, it may not achieve
its investment objective and may generate taxable income.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

The fund invests in long-term  insured debt  securities.  Generally,  funds with
longer weighted average  maturities are more sensitive to interest rate changes.
When interest  rates rise, the values of bond funds usually fall, but the values
of funds with longer weighted average maturities generally will fall farther.

Because the fund invests primarily in California tax-free securities, it will be
sensitive  to events that affect  California's  economy.  It may be riskier than
funds that invest in a larger universe of securities.

The fund's investments are insured. This is significant because

   
  * the  credit  risk is less than that of funds  investing  in  long-term  debt
    securities without insurance

  * potential  income is lower than that of funds  investing in  long-term  debt
    securities without insurance
    

The fund's  share  value will  fluctuate.  In  general,  funds that have  higher
potential  income  have a higher  potential  loss.  If you sell your shares when
their value is less than the price you paid, you will lose money.

[LEFT MARGIN CALLOUT]

An INSURED DEBT SECURITY is a debt security that

* is rated in the highest category by  an independent rating agency

* comes with insurance that guarantees interest and other payments will be made

* has interest and principal payments secured by a special account holding U.S.
government securities


   
The fund's  primary focus on insurance  features is  essentially a way to pursue
very high credit-quality standards.
    


The insurance feature of the fund's investments is not a guarantee; the fund can
still lose money.

[END LEFT MARGIN CALLOUT]


8         American Century Investments                          1-800-345-2021


FUND PERFORMANCE HISTORY

   
Annual Total Returns

The following bar chart shows the  performance of the the fund's shares for each
of the last 10  calendar  years.  It  indicates  the  volatility  of the  fund's
historical returns from year to year.
    

[bar chart - data below]
<TABLE>
                   1997     1996    1995      1994    1993    1992     1991    1990    1989      1988
California
<S>                <C>     <C>     <C>       <C>     <C>      <C>     <C>      <C>     <C>      <C>   
Insured Tax-Free   9.34%   3.70%   19.03%   -6.55%   13.45%   9.19%   11.27%   6.76%   10.31%   10.17%
</TABLE>

   
The fund's total return for the period  January 1, 1998,  to September 30, 1998,
is:

California Insured Tax-Free           6.36%
    

Highest and Lowest Quarterly Returns

The highest  and lowest  returns of the fund's  shares for a quarter  during the
last 10 calendar  years are  provided  below to indicate  the fund's  historical
short-term volatility.

[bar chart - data below]
                           California Insured Tax-Free
Highest                                                  7.00%
End Date of Quarter with Highest Return                 3/31/95

Lowest Return                                           -6.00%
End Date of Quarter with Lowest Return                  3/31/94

   
Average Annual Returns

The following  table shows the average  annual  returns of the fund's shares for
the periods  indicated  during the last 10 calendar  years.  The is included for
performance  comparison.  The  benchmark  is an  unmanaged  index  that  has  no
operating costs.

                                        1 year   5 years   10 years
- ------------------------------------------------------------------
California Insured Tax-Free               9.34%    7.43%      8.47

Lehman Long-Term Municipal Bond Index    11.30%    8.37%      9.81

The inception date for California Insured Tax-Free is December 30, 1986.
    

[LEFT MARGIN CALLOUT]

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

+ For  current  performance  information,  including  yields,  please call us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.

[END LEFT MARGIN CALLOUT ]


www.americancentury.com                    American Century Investments        9


CALIFORNIA HIGH-YIELD MUNICIPAL FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks high current  income that is exempt from  federal and  California
income taxes.

HOW DOES THE FUND IMPLEMENT ITS INVESTMENT OBJECTIVE?

The fund invests in long-term and intermediate-term debt securities.

   
*  These debt  securities  feature income  payments that are exempt from federal
   and California  income taxes.  Cities,  counties and other  municipalities in
   California  usually  issue  these  securities  for public  projects,  such as
   schools and roads.
    

*  The fund also buys debt securities  whose payments are exempt from California
   and regular  federal income taxes,  but not the federal  alternative  minimum
   tax. Cities,  counties and other  municipalities in California  usually issue
   these  securities  to fund  for-profit  private  projects,  such as  athletic
   stadiums and hospitals.

   
*  Many  of the  debt  securities  that  the  fund  buys  are  considered  below
   investment grade (so-called "junk bonds").  Issuers of these securities often
   have short financial histories or have questionable credit.

The fund also may use futures  contracts  and options as part of its  investment
strategy.
    

During  unusual market  conditions,  the fund is permitted to keep a significant
amount of its assets in cash or cash equivalents. If it does, it may not achieve
its investment objective and may generate taxable income.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

The fund's  investments  often have high credit risk. The fund's share value may
fluctuate  significantly  more than other bond funds because the fund invests in
lower-rated  debt  securities.  If you sell your shares when their value is less
than the price you paid, you will lose money.

   
The fund  invests in long-term  debt  securities.  Generally,  funds with longer
weighted  average  maturities are more sensitive to interest rate changes.  When
interest  rates rise,  the values of bond funds usually fall,  but the values of
funds with longer weighted average maturities generally will fall farther.
    

Because the fund invests primarily in California tax-free securities, it will be
sensitive  to events that affect  California's  economy.  It may be riskier than
funds that invest in a broader universe of securities.

The fund has the highest  potential income and the highest potential loss of any
of our California funds.

[LEFT MARGIN CALLOUT]

   
+ Income from California  High-Yield Municipal may be subject to the alternative
minimum tax. See "Taxes," page 22.
    

[END LEFT MARGIN CALLOUT]


10       American Century Investments                           1-800-345-2021


FUND PERFORMANCE HISTORY

   
Annual Total Returns

The following bar chart shows the  performance  of the fund's shares for each of
the last 10 calendar years. It indicates the volatility of the fund's historical
returns from year to year.
    

[bar chart - data below]
<TABLE>
                         1997   1996      1995    1994    1993     1992    1991     1990    1989    1988
California
<S>                     <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>      <C>    <C>   
High-Yield Municipal    10.50%   5.89%   18.29%  -5.36%   13.18%   9.17%   10.91%   5.65%    9.68%  12.45%
</TABLE>

   
The fund's total return for the period  January 1, 1998,  to September 30, 1998,
are:

California High-Yield Municipal        6.57%
    

Highest and Lowest Quarterly Returns

The highest  and lowest  returns of the fund's  shares for a quarter  during the
last 10 calendar  years are  provided  below to indicate  the fund's  historical
short-term volatility.

[bar chart - data below]
                                       California High-Yield Municipal
Highest Return                                   7.18%
End Date of Quarter with Highest Return         3/31/95

Lowest Return                                    -4.54%
End Date of Quarter with Lowest Return          3/31/94

   
Average Annual Returns

The following  table shows the average  annual  returns of the fund's shares for
the  periods  indicated  during the last 10 calendar  years.  The  benchmark  is
included for  performance  comparison.  The benchmark is an unmanaged index that
has no operating costs.

                                         1 year     5 years   10 years
- ---------------------------------------------------------------------
California High-Yield Municipal          10.50%      8.20%       8.87%
Lehman Long-Term Municipal Bond Index    11.30%      8.37%       9.81%

The inception date of California High-Yield Municipal is December 30, 1986.
    

[LEFT MARGIN CALLOUT]

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

+ For  current  performance  information,  including  yields,  please call us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                    American Century Investments      11


BASICS OF FIXED INCOME INVESTING

DEBT SECURITIES

   
When a fund buys a debt security,  which is also called a fixed income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
issuer  first  sells  the  debt  security,  it may be  bought  and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation and liquidity.

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

*  determining which securities help a fund meet its maturity requirements

   
*  identifying securities that do not satisfy a fund's credit quality
   requirements
    

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

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

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.

   
Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining  maturities of all of the debt  securities the fund
owns to evaluate the interest rate  sensitivity  of the entire  portfolio.  This
average is weighted according to the size of the fund's individual  holdings and
is called  WEIGHTED  AVERAGE  MATURITY.  The  following  chart  shows how a fund
manager would calculate the weighted average maturity for a fund that owned only
two debt securities.
    

                            Amount of        Percent of  Remaining    Weighted
                            Security Owned   Portfolio   Maturity     Maturity
- --------------------------------------------------------------------------------
Debt Security A             $100,000         25%         1,000 days   250 days
- --------------------------------------------------------------------------------
Debt Security B             $300,000         75%         10,000 days  7500 days
- --------------------------------------------------------------------------------
Weighted Average Maturity                                             7,750 days

TYPES OF RISK

The basic types of risk that the funds face are described below.

INTEREST RATE RISK

Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  So when  interest  rates fall,  the prices of most debt  securities
rise; when interest rates rise, prices fall.  Because the funds invest primarily
in  debt   securities,   changes  in  interest  rates  will  affect  the  funds'
performance.

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


[LEFT MARTIN CALLOUT]

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

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

[END LEFT MARGIN CALLOUT]


12        American Century Investments                          1-800-345-2021


[LEFT MARTIN CALLOUT]

   
Credit  quality  may be lower  when the issuer has 
* a high debt level
* a short operating history
* a senior level of debt
* a difficult, competitive environment
    

+ The Statement of Additional  Information  provides a detailed  description  of
these securities ratings.

[END LEFT MARGIN CALLOUT]

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

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

CREDIT RISK

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

It's not as simple as buying the highest-rated debt securities,  though.  Higher
credit ratings  usually mean lower interest  rates,  so investors often purchase
securities that aren't the highest rated to increase return. If a fund purchases
lower-rated securities, it assumes additional credit risk.
    

The following  chart shows the  authorized  credit  quality ranges for the funds
offered by this Prospectus.

[bar chart - data below]
<TABLE>
- -------------------------------------------------------------
                              Quality
- -------------------------------------------------------------
                High Quality
- --------------------------------------------
                                         A-1               A-2           A-3
                                         P-1               P-2           P-3
                                       MIG-1             MIG-2         MIG-3
                                        SP-1              SP-2          SP-3
                                 AAA      AA        A      BBB      BB        B     CCC       CC        C        D
- -------------------------------------------------------------------------------------------------------------------
<S>                            <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>    <C>
California Tax-Free
Money Market                     X         X
- -------------------------------------------------------------------------------------------------------------------
California Municipal
Money Market                     X         X
- -------------------------------------------------------------------------------------------------------------------
California
Limited-Term Tax-Free            X         X         X      X
- -------------------------------------------------------------------------------------------------------------------
California
Long-Term Tax-Free               X         X         X      X
- -------------------------------------------------------------------------------------------------------------------
California
Intermediate-Term Tax-Free       X         X         X      X
- -------------------------------------------------------------------------------------------------------------------
California
Insured Tax-Free*                X
- -------------------------------------------------------------------------------------------------------------------
California High-Yield
Municipal                        X         X         X      X         X       X       X        X         X         X
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
                       INVESTMENT GRADE                                           NON-INVESTMENT GRADE
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

   
Securities  rated  in  one  of  the  highest  four  categories  by a  nationally
recognized  securities  organization  (e.g.,  Moody's or  Standard & Poor's) are
considered "investment grade." Although they are considered investment grade, an
investment  in these  securities  still  involves  some  credit risk since a AAA
rating is not a guarantee of payment.  For a complete description of the ratings
system, see "Explanation of Fixed Income Securities Ratings" in the Statement of
Additional Information. The funds' credit quality restrictions apply at the time
of  purchase;  the  fund  will  not  necessarily  sell  securities  if they  are
downgraded by a rating agency.
    

LIQUIDITY RISK

Debt securities can become  difficult to sell for a variety of reasons,  such as
lack of an active trading market.  When a fund's investments become difficult to
sell, it is said to have a problem with  liquidity.  The chance that a fund will
have liquidity issues is called liquidity risk.


www.americancentury.com                     American Century Investments      13


INFLATION RISK

   
The safest investments usually have the lowest potential income and performance.
During  periods  of  high  inflation,   shorter-term  fixed  income  investments
typically  perform better.  This reflects the high  short-term  demand for money
when inflation is high. The risk that your  short-term  performance  will suffer
during periods of high inflation is called inflation risk.
    

A COMPARISON OF BASIC RISK FACTORS

The  following  chart  depicts the basic risks of investing in the funds.  It is
designed to help you compare  these funds with each other;  it shouldn't be used
to compare these funds with other mutual funds.

<TABLE>
   
                              Interest Rate Risk     Credit Risk        Liquidity Risk      Inflation Risk
- ------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                  <C>             <C> 
California Tax-Free
Money Market                  Lowest                 Lowest             Lowest              Lowest
- ------------------------------------------------------------------------------------------------------
California Municipal
Money Market                  Lowest                 Lowest             Lowest              Lowest
- ------------------------------------------------------------------------------------------------------
California Limited-Term
Tax-Free                      Low                    Medium             Medium              Low
- ------------------------------------------------------------------------------------------------------
California Intermediate-
Term Tax-Free                 Medium                 Medium             Medium              Medium
- ------------------------------------------------------------------------------------------------------
California Long-Term
Tax-Free                      High                   Medium             Medium              High
- ------------------------------------------------------------------------------------------------------
California Insured
Tax-Free                      High                   Low                Medium              High
- ------------------------------------------------------------------------------------------------------
California High-Yield
Municipal                     Highest                Highest            Highest             Highest
</TABLE>
    

The funds  engage in a variety of  investment  techniques  as they pursue  their
investment  objectives.  Each technique has its own characteristics and may pose
some  level of risk to the funds.  If you would  like to learn more about  these
techniques,  you should review the Statement of  Additional  Information  before
making an investment.


14        American Century Investments                           1-800-345-2021


MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the funds during their most recent fiscal years,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the funds.  The rate of the  management  fee for a fund is
determined  monthly  using a two-step  formula  that takes into account a fund's
strategy  (money  market,  bond or equity)  and the total  amount of mutual fund
assets the advisor  manages.  The Statement of Additional  Information  contains
detailed  information  about the  calculation of the management fee. Out of that
fee, the advisor paid all  expenses of managing and  operating  the funds except
brokerage  expenses,  taxes,  interest,  fees and  expenses  of the  independent
trustees (including legal counsel fees) and extraordinary expenses.

Management Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended August 31, 1998
- -------------------------------------------------
California Tax-Free Money Market            0.50%
- -------------------------------------------------
California Municipal Money Market           0.50%
- -------------------------------------------------
California Limited-Term Tax-Free            0.51%
- -------------------------------------------------
California Intermediate-Term Tax-Free       0.51%
- -------------------------------------------------
California Long-Term Tax-Free               0.51%
- -------------------------------------------------
California Insured Tax-Free                 0.51%
- -------------------------------------------------
California High-Yield Municipal             0.54%



www.americancentury.com                   American Century Investments      15


THE FUND MANAGEMENT TEAM

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

Portfolio manager members of the investment teams are identified below:

G. DAVID MACEWEN
Mr. MacEwen,  Vice President and Senior  Portfolio  Manager,  is a member of the
teams that manage California  Long-Term Tax-Free and California Insured Tax-Free
since May 1991. He joined  American  Century in May 1991 as Municipal  Portfolio
Manager.  He has a bachelor's in economics from Boston  University and an MBA in
finance from the University of Delaware.

STEVEN M. PERMUT
Mr. Permut,  Vice President,  Senior Portfolio Manager and Director of Municipal
Research,  has been a member  of the team  that  manages  California  High-Yield
Municipal since January 1988. He joined American  Century in June 1987. He has a
bachelor's in business and geography from State University of New York - Oneonta
and an MBA in finance from Golden Gate University - San Francisco.

COLLEEN M. DENZLER
Ms.  Denzler,  Senior  Portfolio  Manager,  has been a member  of the team  that
manages  California  Intermediate-Term  Tax-Free  since January  1996.  Prior to
joining American  Century in January 1996, she was a Portfolio  Manager with the
Calvert Group for 10 years, specializing in state tax-exempt portfolios. She has
a bachelor's in finance from Radford  University.  She is a Chartered  Financial
Analyst.

JOEL SILVA
Mr. Silva, Senior Portfolio Manager,  has been a member of the team that manages
California  Limited-Term Tax-Free since June 1993. He joined American Century in
August 1989. He has a bachelor's from California  Polytechnic  University and an
MBA in corporate finance from California State University - Hayward.

BRYAN E. KARCHER
Mr.  Karcher,  Portfolio  Manager,  has been a member of the teams  that  manage
California  Tax-Free  Money Market and California  Municipal  Money Market since
April 1995. He joined American Century in 1989 and has been a portfolio  manager
since June  1995.  He has a  bachelor's  in  economics  from the  University  of
California - Los Angeles. He is a Chartered Financial Analyst.

TODD PARDULA
Mr.  Pardula,  Portfolio  Manager,  has been a member of the teams  that  manage
California Tax-Free Money Market and California Municipal Money Market since May
1994.  He joined  American  Century in  February  1990 as an  Investor  Services
Representative. He also was an Associate Municipal Credit Analyst for two years.
He has a bachelor's  in finance from Santa Clara  University.  He is a Chartered
Financial Analyst.
    

[LEFT MARGIN CALLOUT]

+ CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

[END LEFT MARGIN CALLOUT]


16        American Century Investments                          1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  funds'  business,
particularly the provision of shareholder services, may be hampered.

   
In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  manager may  consider  when  making  investment  decisions,  and other
factors may receive greater weight.
    


www.americancentury.com                   American Century Investments       17


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

   
You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.
    

CONDUCTING BUSINESS IN WRITING

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

WAYS TO MANAGE YOUR ACCOUNT
- ------------------------------------------------------------------------------
BY TELEPHONE

   
Investor Services
1-800-345-2021

Corporate; Not-For-Profit; Foundations; Endowments
1-800-345-3533

Automated Information Line
1-800-345-8765
    

[illustration of telephone]

OPEN AN ACCOUNT

   
If you are a current investor, you can open an account by exchanging shares from
another  American  Century  account.  (This service is not available if you have
chosen to do business in writing only.)

EXCHANGE SHARES
    

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call an Investor Services Representative.

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

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

Fax
816-340-7962

[illustration of letter]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Send us written  instructions to sell shares or send us a redemption  form. Call
an Investor Services Representative to request a form.

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

www.americancentury.com

OPEN AN ACCOUNT

[illustration of computer]

   
If you are a current investor, you can open an account by exchanging shares from
another  American  Century  account.  (This service is not available if you have
chosen to do business in writing only.)
    

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Not available.


18        American Century Investments                           1-800-345-2021


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

   
To reduce  expenses and show respect for our  environment,  we will deliver most
financial reports, prospectuses and account statements to households in a single
envelope,  even if the accounts are registered  under  different  names.  If you
would like additional  copies of financial  reports and prospectuses or separate
mailing of account statements, please call us.
    

YOUR GUIDE TO SERVICES AND POLICIES

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


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

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

[illustration of wire machine]

OPEN AN ACCOUNT

Call us to set up your  account or mail a completed  application  to the address
provided in the "By mail" section and give your bank the following information:

* Our bank information
       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918
* The fund name
* Your American Century account number*
* Your name

* For additional investments

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can  receive  redemption  proceeds  by wire or  electronic  transfer.  (This
service is not available if you have chosen to do business in writing only.)

EXCHANGE SHARES

Not applicable.

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

[illustration of rotating arrows]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

Select "Establish  Automatic  Investments" on your application to make automatic
purchases of shares on a regular  basis.  You must invest at least $600 per year
per account.

SELL SHARES

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

- ------------------------------------------------------------------------------
IN PERSON

[illustration of a person]

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

4500 Main Street                        4917 Town Center Dr.
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5 p.m.                        8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday

1665 Charleston Road
Mountain View, California               2000 S. Colorado Blvd.
8:30 a.m. to 5 p.m.                     Denver, Colorado
                                        8:30 a.m. to 5 p.m.


www.americancentury.com                   American Century Investments        19


MINIMUM INITIAL INVESTMENT AMOUNTS*

[LEFT MARGIN CALLOUT]

+Financial intermediaries include banks, broker-dealers, insurance companies
and investment advisors.

[END LEFT MARGIN CALLOUT]

To open an account, the minimum
investments are as follows:                 Money Markets       Other Funds
- ------------------------------------------------------------------------
Individual or Joint                              $2,500           $5,000
- ------------------------------------------------------------------------
UGMA/UTMA                                        $2,500           $5,000
- ------------------------------------------------------------------------
Corporate/Foundations/Endowments                 $2,500           $5,000

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

INVESTING THROUGH FINANCIAL INTERMEDIARIES*
    

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

* minimum investment requirements
* exchange policies
* fund choices
* cut-off time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

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

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

   
American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on each fund's behalf up to the time at
which the net asset value is  determined.  Such orders will be priced at the net
asset  value next  determined  after  receipt of the  request in good order on a
fund's behalf.
    

* The funds in this Prospectus are not available for retirement accounts.


20     American Century Investments                             1-800-345-2021


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

[LEFT MARGIN CALLOUT]

The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in value of capital  assets,  such as stock from the
time they are purchased. Tax becomes due on capital gains once an asset is sold.

[END LEFT MARGIN CALLOUT]

   
American Century  determines the NET ASSET VALUE of the funds as of the close of
regular  trading on the New York Stock  Exchange  (usually 4 p.m.  Eastern time)
each day the Exchange is open.  On days when the Exchange is not open, we do not
calculate  the net  asset  value.  The net  asset  value of a fund  share is the
current value of the fund's investments,  minus any liabilities,  divided by the
number of fund shares outstanding.


If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Trustees.

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

DISTRIBUTIONS

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends  and interest  received by a fund, as well as CAPITAL GAINS
realized on the sale of investment securities.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.

Money Market Funds

Each money  market fund  declares  distributions  from net income  daily.  These
distributions are paid on the last Friday of each month.

You will begin to participate in fund  distributions the day after your purchase
is effective.  If you redeem shares, you will receive the distribution  declared
for  the day  you  redeem.  If you  redeem  all  shares,  we  will  include  the
distribution with your redemption proceeds. Effective January 19, 1999, you will
begin to  participate  in fund  distributions  on the day your  instructions  to
purchase are received if you

*  notify us of your purchase prior to 11 a.m. Central time AND

*  pay for your purchase by bank wire transfer prior to 3 p.m. Central time on
   the same day

Also, we will wire redemptions to you by the end of the business day if you
request your redemption before 11 a.m. Central Time.

Other Funds

Each fund pays distributions from net income quarterly. Each fund generally pays
capital gain  distributions,  if any, once a year. A fund may make more frequent
distributions if necessary to comply with Internal Revenue Code provisions.

You will begin to participate in fund  distributions the day after your purchase
is effective.  If you redeem shares, you will receive the distribution  declared
for  the day  you  redeem.  If you  redeem  all  shares,  we  will  include  the
distribution with your redemption proceeds.
    

www.americancentury.com                   American Century Investments        21


TAXES


Fund   distributions   are  taxable  to  most   investors.   The  taxability  of
distributions  is not  affected by how long you have been in the fund or whether
you reinvest your distributions or take them in cash.

TAXABILITY OF DISTRIBUTIONS

   
TAX-EXEMPT  INCOME.  Most  of the  income  the  funds  receive  from  California
municipal securities is exempt from California and regular federal income taxes.
However,  corporate  shareholders  should be aware that these  distributions are
subject to California's corporate franchise tax.

Certain funds also may purchase  private  activity bonds.  The income from these
securities is subject to the federal alternative minimum tax. If you are subject
to the alternative minimum tax, then distributions from the funds that represent
income derived from private  activity bonds are taxable to you. Consult your tax
advisor to determine whether you are subject to the alternative minimum tax.

TAXABLE INCOME. The funds' investment performance also is based on sources other
than income from California municipal securities.  These investment  performance
sources,  while not the  primary  source of fund  distributions,  will  generate
taxable income to you. Some of these investment performance sources are

  * Market  Discount  Purchases.  The funds may buy a tax-exempt  security for a
    price less than the  principal  amount of the bond. If the price of the bond
    increases over time, a portion of the gain may be treated as ordinary income
    and taxable as ordinary income if it is distributed to you.

  * Capital  Gains.  When a fund sells a security,  even a tax-exempt  municipal
    security,  it can generate a capital gain or loss,  which you must report on
    your tax return.

  * Temporary Investments.  Some temporary investments, such as securities loans
    and repurchase agreements, can generate taxable income.
    

<TABLE>
   
Type of Distribution      Tax Rate for 15% Bracket     Tax Rate for 28% Bracket or Above
- ------------------------------------------------------------------------------------
<S>                       <C>                          <C>
Income                    Ordinary income rate         Ordinary income rate
- ------------------------------------------------------------------------------------
Short-term capital gains  Ordinary income rate         Ordinary income rate
- ------------------------------------------------------------------------------------
Long-term capital gains   10%                          20%
</TABLE>
    

American  Century  will  detail  the tax status of fund  distributions  for each
calendar year in an annual tax statement from the fund.

   
Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always consult your tax advisor about  federal,  state
and local tax consequences.

TAXES ON TRANSACTIONS. Your redemptions -- including exchanges to other American
Century funds -- are subject to capital gains tax. A capital gain or loss is the
difference  between the cost of your  shares and the price you receive  when you
sell them.

The table above can provide a general  guide for your  potential  tax  liability
when selling or exchanging  fund shares.  Short-term  capital gains are gains on
fund shares held less than or equal to 12 months.  Long-term  capital  gains are
gains on fund shares held for more than 12 months.
    

[LEFT MARGIN CALLOUT]

+ BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.

 [END LEFT MARGIN CALLOUT]


22        American Century Investments                           1-800-345-2021


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in  comparison  to changes over the last five fiscal years (or less,
if the fund is not five years old).

On a per-share basis, each table includes
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

   
Each table also includes some key statistics for the period
    

*  Total  Return--the  overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

   
The Financial  Highlights  for the fiscal year ended August 31, 1998,  have been
audited by PricewaterhouseCoopers LLP, independent accountants.  Their report is
included in the funds' annual  reports,  which is incorporated by reference into
the Statement of Additional  Information,  and is available upon request.  Prior
years'  information  was  audited by other  independent  auditors  whose  report
thereon also is  incorporated  by  reference  into the  Statement of  Additional
Information.



www.americancentury.com                   American Century Investments       23


CALIFORNIA TAX-FREE MONEY MARKET FUND

For a share outstanding throughout the years ended August 31

<TABLE>
PER-SHARE DATA
                                       1998            1997            1996           1995            1994
- --------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>             <C>            <C>  
Net Asset Value, Beginning of Year     $1.00           $1.00           $1.00           $1.00          $1.00
- --------------------------------------------------------------------------------------------------------
Income From Investment Operations
      Net Investment Income            $0.03           $0.03           $0.03           $0.03          $0.02
      ---------------------------------------------------------------------------------------------------
Distributions
      From Net Investment Income     $(0.03)         $(0.03)          $(0.03)         $(0.03)        $(0.02)
      ---------------------------------------------------------------------------------------------------
Net Asset Value, End of Year           $1.00           $1.00           $1.00           $1.00          $1.00
=========================================================================================================
Total Return(1)                        3.12%           3.17%           3.12%           3.31%          2.09%

RATIOS/SUPPLEMENTAL DATA
                                        1998            1997            1996           1995            1994
- --------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                   0.50%           0.49%           0.49%           0.52%           0.50%

Ratio of Net Investment
Income to Average Net Assets            3.07%           3.10%           3.12%           3.28%           2.07%

Net Assets,
End of Year (in thousands)            $455,994        $417,784        $425,846        $414,099        $371,074
</TABLE>

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions, if any.


24       American Century Investments                           1-800-345-2021


CALIFORNIA MUNICIPAL MONEY MARKET FUND

For a share outstanding throughout the years ended August 31

<TABLE>
PER-SHARE DATA
                                        1998           1997            1996            1995           1994
- ------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>             <C>            <C>  
Net Asset Value, Beginning of Year     $1.00           $1.00           $1.00           $1.00          $1.00
- ------------------------------------------------------------------------------------------------------
Income From Investment Operations
      Net Investment Income             $0.03          $0.03           $0.03           $0.03          $0.02
      -------------------------------------------------------------------------------------------------
Distributions
      From Net Investment Income       $(0.03)       $(0.03)          $(0.03)         $(0.03)        $(0.02)
      -------------------------------------------------------------------------------------------------
Net Asset Value, End of Year           $1.00           $1.00           $1.00           $1.00          $1.00
=======================================================================================================
Total Return(1)                        3.20%           3.15%           3.23%           3.35%          2.15%

RATIOS/SUPPLEMENTAL DATA
                                       1998           1997            1996            1995           1994
- ------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                 0.50%          0.52%           0.53%            0.53%          0.51%

Ratio of Net Investment
Income to Average Net Assets          3.16%          3.10%           3.20%            3.31%          2.13%

Net Assets,
End of Year (in thousands)           $172,592      $170,477         $196,520         $191,722       $243,701
</TABLE>

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions, if any.


www.americancentury.com                   American Century Investments      25


CALIFORNIA LIMITED-TERM TAX-FREE FUND

For a share outstanding throughout the years ended August 31

<TABLE>
PER-SHARE DATA
                                            1998       1997        1996        1995       1994
- ----------------------------------------------------------------------------------------------
<S>                                        <C>         <C>         <C>         <C>        <C>   
Net Asset Value, Beginning of Year         $10.30      $10.19      $10.23      $10.12     $10.34
- ----------------------------------------------------------------------------------------------
Income From Investment Operations
      Net Investment Income                 $0.42       $0.43       $0.43       $0.41      $0.38
      Net Realized and
      Unrealized Gain (Loss)
      on Investment Transactions            $0.13       $0.11      $(0.04)      $0.11      $(0.18)
      ----------------------------------------------------------------------------------------
      Total From Investment Operations      $0.55       $0.54       $0.39       $0.52       $0.20
      ----------------------------------------------------------------------------------------
Distributions
      From Net Investment Income           $(0.42)     $(0.43)     $(0.43)     $(0.41)    $(0.38)
      In Excess of Net Realized Gains           -           -           -           -     $(0.04)
      ----------------------------------------------------------------------------------------
      Total Distributions                  $(0.42)     $(0.43)     $(0.43)     $(0.41)    $(0.42)
      ----------------------------------------------------------------------------------------
Net Asset Value, End of Year               $10.43      $10.30      $10.19      $10.23     $10.12
==============================================================================================
Total Return(1)                             5.40%       5.42%       3.87%       5.33%      1.90%

RATIOS/SUPPLEMENTAL DATA
                                            1998       1997        1996        1995       1994
- ----------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                       0.52%       0.49%       0.49%       0.51%       0.51%

Ratio of Net Investment Income
to Average Net Assets                       4.02%       4.20%       4.20%       4.10%       3.68%

Portfolio Turnover Rate                       44%         47%         44%         50%         66%

Net Assets,
End of Year (in thousands)                $130,137    $126,631    $103,707    $104,723    $120,627
</TABLE>

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions, if any.


26       American Century Investments                           1-800-345-2021


CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND

For a share outstanding throughout the years ended August 31

<TABLE>
PER-SHARE DATA
                                         1998           1997            1996            1995           1994
- ------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>             <C>            <C>   
Net Asset Value, Beginning of Year      $11.27          $11.05          $11.06          $10.86         $11.36
- ------------------------------------------------------------------------------------------------------------
Income From Investment Operations
      Net Investment Income              $0.52           $0.54          $0.54           $0.54          $0.54
      Net Realized and
      Unrealized Gain (Loss)
      on nvestment Transactions          $0.25          $0.25          $(0.01)          $0.20         $(0.41)
      ------------------------------------------------------------------------------------------------------
      Total From
      Investment Operations               $0.77          $0.79           $0.53           $0.74          $0.13
      ------------------------------------------------------------------------------------------------------
Distributions
      From Net Investment Income        $ 0.52)         $(0.54)        $(0.54)          $0.54)          $(0.54)
      From Net Realized Gains
      on Investment Transactions        $(0.15)         $(0.03)               -               -         $ 0.08)
      In Excess of Net Realized Gains      -               -                 -               -          $(0.01)
      ------------------------------------------------------------------------------------------------------
      Total Distributions               $(0.67)         $(0.57)        $(0.54)          $(0.54)         $(0.63)
      ------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year            $11.37          $11.27          $11.05          $11.06         $10.86
============================================================================================================
Total Return(1)                           7.00%           7.39%           4.79%           7.09%          1.11%

RATIOS/SUPPLEMENTAL DATA
                                           1998           1997            1996            1995           1994
- ------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                      0.51%           0.48%           0.48%           0.48%           0.48%

Ratio of Net Investment Income
to Average Net Assets                      4.60%           4.81%           4.87%           5.02%           4.82%

Portfolio Turnover Rate                      28%             42%             36%             25%             44%

Net Assets,
End of Year (in thousands)              $460,604        $435,440        $430,950        $417,550        $448,293
</TABLE>

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions, if any.


www.americancentury.com                   American Century Investments       27


CALIFORNIA LONG-TERM TAX-FREE FUND

For a share outstanding throughout the years ended August 31

<TABLE>
PER-SHARE DATA
                                              1998           1997            1996            1995           1994
- --------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>             <C>            <C>   
Net Asset Value, Beginning of Year          $11.48          $11.06          $10.94          $10.88         $12.02
- --------------------------------------------------------------------------------------------------------------
Income From Investment Operations
      Net Investment Income                  $0.59           $0.61           $0.61           $0.62          $0.63
      Net Realized and
      Unrealized Gain (Loss)
      on Investment Transactions             $0.44           $0.44           $0.12           $0.12         $(0.71)
      --------------------------------------------------------------------------------------------------------
      Total From Investment Operations       $1.03           $1.05           $0.73           $0.74         $(0.08)
      --------------------------------------------------------------------------------------------------------
Distributions
      From Net Investment Income            $(0.59)        $(0.61)         $(0.61)         $(0.62)         $(0.63)
      From Net Realized Gains on
      Investment Transactions               $(0.20)         $(0.02)               -         $(0.06)        $(0.43)
      --------------------------------------------------------------------------------------------------------
      Total Distributions.                  $(0.79)         $(0.63)         $(0.61)         $(0.68)        $(1.06)
      --------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year                $11.72          $11.48          $11.06          $10.94         $10.88
==============================================================================================================
Total Return(1)                              9.25%           9.70%           6.77%           7.21%        (0.78)%

RATIOS/SUPPLEMENTAL DATA
                                              1998           1997            1996            1995           1994
- --------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                        0.51%           0.48%           0.48%           0.49%           0.48%

Ratio of Net Investment
Income to Average Net Assets                 5.07%           5.40%           5.48%           5.84%           5.51%

Portfolio Turnover Rate                        36%             50%             42%             60%             62%

Net Assets,
End of Year (in thousands)                $325,194        $304,671        $288,022        $276,085        $277,477
</TABLE>

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions, if any.


28       American Century Investments                           1-800-345-2021


CALIFORNIA INSURED TAX-FREE FUND

For a share outstanding throughout the years ended August 31

<TABLE>
PER-SHARE DATA
                                                1998           1997            1996            1995           1994
- --------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>             <C>              <C>           <C>   
Net Asset Value, Beginning of Year         $10.37           $10.00          $9.89            $9.67         $10.64
- --------------------------------------------------------------------------------------------------------------
Income From Investment Operations
      Net Investment Income                 $0.51            $0.53            $0.53            $0.53       $0.53
      Net Realized and
      Unrealized Gain (Loss)
      on Investment Transactions            $0.39            $0.37            $0.11            $0.22       $(0.69)
      --------------------------------------------------------------------------------------------------------
      Total From Investment Operations      $0.90            $0.90            $0.64            $0.75       $(0.16)
      --------------------------------------------------------------------------------------------------------
Distributions
      From Net Investment Income           $(0.51)          $(0.53)          $(0.53)          $(0.53)      $(0.53)
      From Net Realized Capital Gains      $(0.16)             --              --              --          $(0.21)
      In Excess of Net Realized Gains          --              --              --              --          $(0.07)
      --------------------------------------------------------------------------------------------------------
      Total Distributions                  $(0.67)         $(0.53)          $(0.53)          $(0.53)       $(0.81)
      --------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year               $10.60          $10.37          $10.00            $9.89         $9.67
==============================================================================================================
Total Return(1)                             8.96%           9.25%           6.60%            8.09%        (1.68)%

RATIOS/SUPPLEMENTAL DATA
                                                1998           1997            1996            1995           1994
- --------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                         0.51%           0.48%           0.49%           0.50%           0.49%

Ratio of Net Investment Income
to Average Net Assets                         4.91%           5.23%           5.30%           5.54%           5.20%

Portfolio Turnover Rate.                        31%             46%             43%             40%             47%

Net Assets,
End of Year (in thousands)                   $215,509        $189,145        $191,811        $178,913     $189,439
</TABLE>

(1)Total   return   assumes   reinvestment   of   dividends   and  capital  gain
   distributions, if any.


www.americancentury.com                  American Century Investments         29


CALIFORNIA HIGH-YIELD MUNICIPAL FUND

For a share outstanding throughout the years ended August 31

<TABLE>
PER-SHARE DATA
                                             1998       1997       1996       1995      1994
- -------------------------------------------------------------------------------------------
<S>                                         <C>          <C>        <C>        <C>       <C>  
Net Asset Value, Beginning of Year          $9.68        $9.27      $9.11      $9.06     $9.66
- -------------------------------------------------------------------------------------------
Income From Investment Operations
      Net Investment Income                 $0.51        $0.55      $0.56      $0.56     $0.56
      Net Realized and
      Unrealized Gain (Loss)
      on Investment Transactions            $0.37        $0.41      $0.16      $0.05    $(0.48)
      --------------------------------------------------------------------------------------
      Total From Investment Operations      $0.88        $0.96      $0.72      $0.61     $0.08
      --------------------------------------------------------------------------------------
Distributions
      From Net Investment Income            $(0.51)     $(0.55)    $(0.56)    $(0.56)    $(0.56)
      From Net Realized Capital Gains       $(0.12)           -          -          -    $(0.12)
      --------------------------------------------------------------------------------------
      Total Distributions                   $(0.63)     $(0.55)    $(0.56)    $(0.56)    $(0.68)
      --------------------------------------------------------------------------------------
Net Asset Value, End of Year                 $9.93       $9.68      $9.27      $9.11     $9.06
============================================================================================
Total Return(1)                              9.35%      10.61%      8.02%      7.09%     0.87%

RATIOS/SUPPLEMENTAL DATA
                                             1998       1997       1996       1995      1994
- -------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                        0.54%       0.50%      0.51%      0.51%      0.51%

Ratio of Net Investment Income
to Average Net Assets.                       5.23%       5.77%      5.99%      6.30%      6.02%

Portfolio Turnover Rate                        36%         46%        36%        40%        43%

Net Assets,
End of Year (in thousands)                 $303,842    $192,831    $144,675   $116,166   $116,000
</TABLE>

(1)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions, if any.
    

30       American Century Investments                           1-800-345-2021


NOTES


www.americancentury.com                   American Century Investments        31


NOTES


32        American Century Investments                           1-800-345-2021


[inside back cover]

AT YOUR SERVICE

   
MAKE ANY TRANSACTIONS ONLINE ANYTIME

The next time you're  surfing the Net,  stop by American  Century's  Web site at
www.americancentury.com.   Current   shareholders   can  open  new  accounts  by
exchanging  shares  (provided  the account  registration  does not  change).  In
addition,  you can view transactions and check your account  balances.  You also
can sign up to receive annual updates to your prospectuses and financial reports
via the Net instead of through the mail.
    

EXPAND YOUR INVESTMENT OPTIONS WITH AMERICAN CENTURY BROKERAGE

   
If  you're  looking  for  a  wide  range  of  investment  options--from  trading
individual  securities  to  purchasing  mutual  funds  offered  by  hundreds  of
companies--look to American Century Brokerage. With this new investment service,
you  can  take  advantage  of  24-hour  trading  on our Web  site or  TeleSelect
automated  telephone  service.  Or, if you prefer,  you can do business directly
with a Brokerage Associate.
    

With  service  features  including  a Gold  MasterCard(reg.tm)  ATM/Debit  Card,
unlimited CheckWriting and cost basis reporting (all available with the American
Century  Brokerage Access  AccountSM),  our brokerage  service can simplify your
life now while you prepare  financially  for the years to come. For  information
about opening a brokerage  account,  please call an American  Century  Brokerage
Associate at 1-888-345-2071.

SEND YOUR DISTRIBUTIONS STRAIGHT TO THE BANK

It will save you time and a trip to the bank.  If you opt to have your  dividend
and capital gain  distributions paid to you in cash rather than reinvesting them
into your account, consider an electronic transfer to your bank account. Call an
Investor Services Representative for more information.

CHECK OUT OUR LIBRARY

   
Are you looking for additional information on bond basics? Or, are you trying to
decide if municipal bonds have a place in your portfolio? Perhaps you would like
to test your knowledge of bonds and how they work. These are subjects covered in
our  Financial  FYIs,  a series of one-page  resources  that clearly and quickly
explains a variety of financial subjects. To request one of these articles, call
an Investor Services Representative.


FUND REFERENCE
                           Fund Code      Ticker      Newspaper Listing
- ---------------------------------------------------------------------------
California Tax-Free
Money Market               930            BCTXX       BenhmCaTF

California Municipal
Money Market               935            BNCXX       BenhmCaMu
- ---------------------------------------------------------------------------
California
Limited-Term Tax-Free      936            BCSTX       CaLtdTF

California
Intermediate-Term
Tax-Free                   931            BCITX       CaIntTF

California Long-Term
Tax-Free                   932            BCLTX       CaLgTF
- ---------------------------------------------------------------------------
California Insured
Tax-Free                   934            BCINX       CaInsTF
- ---------------------------------------------------------------------------
California High-Yield
Municipal                  933            BCHYX       CaHYMu


www.americancentury.com                   American Century Investments      33


[back cover]

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the funds'  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
funds' performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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

You also can get  information  about  the  funds  (including  the SAI)  from the
Security and Exchange Commission (SEC).
- ----------------------------------------------------------------------------
*  In person         SEC Public Reference Rm.
                     Washington, D.C.
                     Call 1-800-SEC-0330 for location and hours.

* On the Internet    www.sec.gov.

* By mail            SEC Public Reference Section
                     Washington, D.C. 20549-6009.
                     (The SEC will charge a fee for copying the documents.)


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

INVESTOR SERVICES:  1-800-345-2021 or 816-531-5575

AUTOMATED INFORMATION LINE:  1-800-345-8765

WWW.AMERICANCENTURY.COM

FAX:  816-340-7962

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

Corporate; Not-For-Profit; Foundations; Endowments; 
Keogh; SEP-, SARSEP- and SIMPLE-IRA; and 403(b) 
Services: 1-800-345-3533

Investment Company Act File No. 811-3706

- ---------------------------------------------------------------------------
American Century Investments                            BULK RATE
P.O. Box 419200                                      U.S. POSTAGE PAID
Kansas City, MO 64141-6200                            AMERICAN CENTUR
www.americancentury.com                                   COMPANIES


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



9812
SH-PRS-14766
    
<PAGE>
                        STATEMENT OF ADDITIONAL INFORMATION

                                   January 1, 1999

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

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

   
- --------------------------------------------------------------------------------
          AMERICAN CENTURY CALIFORNIA TAX-FREE  AND MUNICIPAL FUNDS

   This Statement of Additional Information adds to the discussion in the funds'
Prospectus,  dated January 1, 1999, but is not a prospectus. If you would like a
copy of the  Prospectus,  please contact us at one of the addresses or telephone
numbers  listed  on the  back  cover  or visit  American  Century's  Web site at
www.americancentury.com.

   This Statement of Additional  Information  incorporates by reference  certain
information that appears in the funds' annual and semiannual reports,  which are
delivered to all  shareholders.  You may obtain a free copy of the funds' annual
or semiannual report by calling 1-800-345-2021.

                     Distributed by Funds Distributor, Inc.


                       STATEMENT OF ADDITIONAL INFORMATION
                                 JANUARY 1, 1999

TABLE OF CONTENTS

The Funds' History ........................................................    2
Fund Investment Outlines ..................................................    2
    California Tax-Free Money Market Fund
    California Municipal Money Market Fund ................................    2
    California Limited-Term Tax-Free Fund
    California Intermediate-Term Tax-Free Fund
    California Long-Term Tax-Free Fund ....................................    3
    California Insured Tax-Free Fund ......................................    3
    California High-Yield Municipal Fund ..................................    4
Information About the Funds ...............................................    4
    Investment Strategies and Risks .......................................    4
    Investment Policies ...................................................   15
    Temporary Defensive Measures ..........................................   17
    Portfolio Turnover ....................................................   17
Management ................................................................   17
    The Board of Trustees .................................................   17
    Officers ..............................................................   20
The Funds' Biggest Shareholders ...........................................   22
Service Providers .........................................................   22
    Investment Advisor ....................................................   22
    Distributor ...........................................................   25
    Transfer Agent and Administrator ......................................   25
Other Service Providers ...................................................   26
Brokerage Allocation ......................................................   26
Information About Fund Shares .............................................   26
    Buying and Selling Fund Shares ........................................   27
    Valuation of Portfolio Securities .....................................   27
Taxes .....................................................................   29
How Fund Performance
Information Is Calculated .................................................   31
Financial Statements ......................................................   33
Explanation of Fixed
Income Securities Ratings .................................................   33
    Bond Ratings ..........................................................   33
    Commercial Paper Ratings ..............................................   34
    Note Ratings ..........................................................   34
    


STATEMENT OF ADDITIONAL INFORMATION                                          1


THE FUNDS' HISTORY

   
    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. The Trust was known as Benham
California Tax-Free and Municipal Funds until January 1997.
    

    Each fund is a separate  series of the Trust and operates for many  purposes
as if it were an independent  company.  Each fund has its own tax identification
and stock registration number.

Fund-Class (Ticker Symbol)                                       Inception Date
- --------------------------------------------------------------------------------
California Tax-Free
Money Market Fund--Investor Class (BCTXX)                            11/09/1983
- --------------------------------------------------------------------------------
California Municipal Money
Market Fund--Investor Class (BNCXX)                                  12/31/1990
- --------------------------------------------------------------------------------
California Limited-Term
Tax-Free Fund--Investor Class (BCSTX)                                06/01/1992
- --------------------------------------------------------------------------------
California Intermediate-Term
Tax-Free Fund--Investor Class (BCITX)                                11/09/1983
- --------------------------------------------------------------------------------
California Long-Term
Tax-Free Fund--Investor Class (BCLTX)                                11/09/1983
- --------------------------------------------------------------------------------
California Insured
Tax-Free Fund--Investor Class (BCINX)                                12/30/1986

California High-Yield
Municipal Fund--Investor Class (BCHYX)                               12/30/1986
- --------------------------------------------------------------------------------

FUND INVESTMENT OUTLINES

   
    This  section  explains  the  extent to which  American  Century  Investment
Management,  Inc.  (the  "advisor")  can use  various  investment  vehicles  and
strategies  in  managing  a  fund's  assets.   Descriptions  of  the  investment
techniques  and risks  associated  with each appear in the section,  "Investment
Strategies  and  Risks,"  which  begins  on page 4.  In the  case of the  funds'
principal investment  strategies,  these descriptions  elaborate upon discussion
contained in the Prospectus.
    

    Each fund is a  diversified  open-end  investment  company as defined in the
Investment  Company Act of 1940 (the Investment Company Act), with the exception
of the California Municipal Money Market which is non-diversified. "Diversified"
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.
California Municipal Money Market also will seek to meet this test.

    To meet federal tax requirements for qualification 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.  A municipal  obligation  is a  "California"
municipal obligation if its income is exempt from California state income taxes.

    The remaining 20% of net assets may be invested in (1) municipal obligations
issued  in other  states  and (2) 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 non-money market fund may invest
up to 5% of its  total  assets  in  shares  of  money  market  funds,  including
California Municipal Money Market and California Tax-Free Money Market.

   
    Each fund 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  that  are  subject  to the
alternative minimum tax. See "Alternative Minimum Tax," page 30.

    For an explanation of the securities  ratings  referred to in the Prospectus
and this Statement of Additional  Information,  see "Explanation of Fixed Income
Securities Ratings" beginning on page 33.
    

CALIFORNIA TAX-FREE MONEY MARKET FUND
CALIFORNIA MUNICIPAL MONEY MARKET FUND

    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.

    In selecting  investments for the money market funds, the advisor adheres to
regulatory guidelines


2                                                AMERICAN CENTURY INVESTMENTS


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

*   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)

*   maintains a dollar-weighted average maturity of 90 days or less

*   restricts its  investments  to  high-quality  obligations  determined by the
    advisor,  pursuant to procedures  established  by the Board of Trustees,  to
    present minimal credit risks

    To be considered high-quality, an obligation must be

*   a U.S. government obligation

*   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)

*   an obligation judged by the advisor,  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 advisor 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 29.
    

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

    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 stated in the Prospectus.

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

*   municipal  bonds rated,  when acquired,  within the four highest  categories
    designated by a rating agency

*   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

*   unrated obligations judged by the advisor,  under the direction of the Board
    of Trustees, to be of quality comparable to the securities listed above

CALIFORNIA INSURED TAX-FREE FUND

    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.

    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) secured by an escrow or trust account holding
U.S. government  securities,  or (4) rated AAA by a rating agency based upon the
issuer's credit quality.

    California  Insured  Tax-Free  also  may  invest  in  short-term  securities
carrying one of the two highest ratings designated by a rating agency.


STATEMENT OF ADDITIONAL INFORMATION                                            3


CALIFORNIA HIGH-YIELD MUNICIPAL FUND

    Like California Long-Term Tax-Free,  California High-Yield Municipal invests
primarily  in long-  and  intermediate-term  California  municipal  obligations.
Although California High-Yield Municipal typically invests a significant portion
of its assets in investment-grade bonds, the advisor does not adhere to specific
rating  criteria in  selecting  investments  for this fund.  The fund invests in
securities  rated or  judged  by the  advisor  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  15% and 50% of its total  assets in below  investment  grade
securities.

    Many  issuers of medium- and  lower-quality  bonds  choose not to 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 advisor 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 advisor,  under direction of the
Board of  Trustees,  to be of a quality  as low as  obligations  rated C or D by
Moody's or S&P.

    California  High-Yield  Municipal may invest in  investment-grade  municipal
obligations if the advisor  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 29.
    

INFORMATION ABOUT THE FUNDS

INVESTMENT STRATEGIES AND RISKS

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

CONCENTRATION IN TYPES OF MUNICIPAL ACTIVITIES

    From time to time, a significant  portion of a fund's assets may be invested
in municipal obligations that are 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 group.  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.

   
ABOUT THE RISKS AFFECTING CALIFORNIA MUNICIPAL SECURITIES
    

    As noted 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 advisor has not independently verified the information
contained in the


4                                                  AMERICAN CENTURY INVESTMENTS


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 1997 population of approximately 33.0 million,
representing  approximately 12% of the U.S.  population,  has grown by 39% since
1980.  Total personal income,  an estimated $856 billion in 1997,  accounted for
approximately 12% of personal income nationwide.

    From 1990-1993,  the state suffered a severe recession,  the worst since the
1930s, heavily influenced by large cutbacks in defense/aerospace  industries and
military  base   closures  and  a  major  drop  in  real  estate   construction.
California's economy has been recovering and growing steadily since the start of
1994,  to the point where the state's  economic  growth is outpacing the rest of
the nation.  More than  400,000  non-farm  jobs were added in the state in 1997,
while personal  income grew by more than $45 billion.  Another  340,000 jobs are
expected to be created in 1998. The  unemployment  rate, while still higher than
the national average,  fell to the low 5.7% range in mid-1998,  compared to over
10% at the worst of the recession.

    California's  economic  expansion  is  being  fueled  by  strong  growth  in
high-technology   industries,    including   computer   software,    electronics
manufacturing and motion picture/television production. Growth is also strong in
business  services,  export  trade and  manufacturing,  with even the  aerospace
sector  showing   increasing   employment.   Non-residential   and   residential
construction have been moderately growing since the depths of the recession, but
remain much lower (as measured by annual new unit permits) than the late 1980s.

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 California Supreme Court rendered a decision in the case
of Santa Clara County Local  Transportation  Authority v. Guardino that rejected
the prior  decision and upheld  Proposition  62, while  striking down a 1/2-cent
sales tax for transportation  purposes that 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.

    On November 5, 1996, the voters of the state approved  Proposition 218. This
proposition  adds  Articles  XIIIC and XIIID to the  state  Constitution,  which
affect the ability of local  governments,  including charter cities, to levy and
collect  both  existing  and  future  taxes,  assessments,   fees  and  charges.
Proposition 218 became  effective on November 6, 1996,  although  application of
some of its provisions was deferred until July 1, 1997. This  proposition  could
negatively  impact  a local  government's  ability  to  make  its  debt  service
payments, and thus could result in a lowering of credit ratings.

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


STATEMENT OF ADDITIONAL INFORMATION                                            5


   
"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, 1998, the state had approximately  $18.2 billion of general
obligation bonds outstanding, and approximately $3.0 billion remained authorized
but  unissued.  Of the  state's  outstanding  general  obligation  debt,  21% is
presently self-liquidating (i.e., program revenues are expected to be sufficient
to  reimburse  the  General  Fund for debt  service  payments).  In fiscal  year
1997-98,  debt service on general obligation bonds and  lease-purchase  debt was
approximately  4.4% of general  fund  revenues  down from  4.98% in fiscal  year
1996-97.

    The  state's  principal  sources of General  Fund  revenues  for fiscal year
1997-98 were the California  personal  income tax (50% of total  revenues),  the
sales tax (32%), bank and corporations  taxes (11%) and the gross premium tax on
insurance (2%).  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.  Pressures on the state's  budget in the late 1980s and early 1990s
were caused by a combination of external  economic  conditions and growth of the
largest General Fund expenditure  programs--K-14 education,  health, welfare and
corrections--at   rates  faster  than  the  revenue  base.   The  largest  state
expenditure  program is assistance to local public  school  districts.  In 1988,
Proposition 98 was enacted that  essentially  guarantees  local school districts
and  community  college  districts a minimum  share of the state's  General Fund
revenues (currently 35%).

    Expenditures  pressures could continue as the state's overall population and
school age population  continue to grow, and as the state's  corrections program
responds to a "Three Strikes" law enacted in 1994 (which requires mandatory life
prison  terms  for  certain  third-time  felony  offenders).  In  addition,  the
long-term impact of federal welfare reform on the state's budget is uncertain.

    Recent  Budgets.  State  finances  have  improved over the past three fiscal
years,  due  primarily  to  stronger  than  anticipated  revenue  and lower than
anticipated  social  spending.  The state finished fiscal year 1997-98 with $1.8
billion in the state's  budget  reserve.  The fiscal 1998 budget  contained  the
following features:

   
*   For the second  year in a row,  the  budget  contains  a large  increase  in
    funding for K-14 education under  Proposition 98, reflecting strong revenues
    have exceeded initial budgeted amounts.
    

*   The budget reflects a $1.235 billion pension  judgment payment to the Public
    Employees Retirement System (PERS).

*   General fund support for the University of California  and California  State
    University is increased by approximately 6%.

*   Health and  welfare  costs are  contained,  continuing  generally  the grant
    levels from prior years,  as part of the initial  implementation  of welfare
    reform.

*   Unlike prior years,  this budget does not include  uncertain  federal budget
    actions.


6                                              AMERICAN CENTURY INVESTMENTS


*   The budget does not have any tax increases or tax cuts.

    Current  Budget.  The Budget  Act  anticipates  General  Fund  revenues  and
transfers  of $57.0  billion  (4.2%  increase  from the prior  fiscal  year) and
expenditures  of $57.3  billion (a 7.3%  increase).  On a budgetary  basis,  the
budget reserve is projected to decrease from $1.8 billion as of June 30, 1998 to
$1.3  billion as of June 30,  1999.  The  following  are major  features  of the
1998-99 Budget Act:

*   Funding for higher education was increased  substantially as funding for the
    University of  California  and the  California  State  University  System is
    budgeted to increase 15.6% and 14.1%, respectively.

*   The  budget  includes  increased  funding  for  health,  welfare  and social
    services programs  primarily based on a 4.9% grant increase,  the first such
    increase in nine years.

*   Funding for  judiciary and criminal  justice  programs  increased  about 11%
    reflecting  increased state support for local trial courts and rising prison
    population.

   
*   The budget also includes a dedication of $376 million of General Fund moneys
    for capital outlay projects, funding of a 3% State employee salary increase,
    funding of 2,000 new  Department of  Transportation  positions to accelerate
    transportation  construction projects, and funding of the Infrastructure and
    Economic Development Bank ($50 million).
    

*   The budget contains a tax reduction of $1.4 billion,  primarily reflected in
    the  phased-in  reduction  of the  Vehicle  License  Fee  (VLF).  Other  tax
    reductions  include both a temporary and permanent  increase in the personal
    income tax dependent credit, a nonrefundable renters tax credit, and various
    targeted business tax credits.

    Due to the improvement in the state's economy and financial  condition,  the
State of California was upgraded by Moody's Investors  Service in October,  1998
from A1 to Aa3;  by  Standard  and Poor's in  August,  1996 from A to A+; and by
Fitch Investors Service in September, 1997 from A+ to AA-.

OBLIGATIONS OF OTHER ISSUERS IN CALIFORNIA

    Property tax revenues received by local  governments  declined more than 50%
following the 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  municipalities.  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,  more than 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.

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,


STATEMENT OF ADDITIONAL INFORMATION                                            7


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 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.  Floating-rate securities, or floaters, 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.

    The advisor  expects that the funds will pay more for  securities  with puts
attached than for securities without these liquidity  features.  The advisor 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 fund's investments.


8                                                   AMERICAN CENTURY INVESTMENTS


    To ensure  that the  interest  on  municipal  securities  subject to puts is
tax-exempt to the funds, the advisor 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 advisor 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
advisor  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 rating agency.

    The advisor  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 advisor
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, a
fund assumes the rights and risks of ownership, including the risks of price and
yield  fluctuations.  While the fund will make  commitments  to purchase or sell
securities 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, a
fund will establish and maintain until the settlement date a segregated  account
consisting of cash, cash equivalents or other  appropriate  liquid securities in
an amount  sufficient to meet the purchase price. When the time comes to pay for
the when-issued  securities,  the fund will meet its obligations  with available
cash, through the sale of securities,  or, although it would not normally expect
to do so, by selling the  when-issued  securities  themselves  (which may have a
market  value  greater  or less than the  fund's  payment  obligation).  Selling
securities to meet  when-issued or forward  commitment  obligations may generate
taxable capital gains or losses.

    As an  operating  policy,  no fund  will  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 advisor need
not sell such agreements, but it will be restricted from


STATEMENT OF ADDITIONAL INFORMATION                                           9


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

    The funds  (except the money  market  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  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.  A Dutch Auction is an auction system
in which  the  price  of the  security  is  gradually  lowered  until it meets a
responsive  bid and is sold.  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:

    *    Floater  holders  receive  interest  based on rates  set at a six month
         interval or 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.

     *   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


10                                                AMERICAN CENTURY INVESTMENTS


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

    As indicated in the  Prospectus,  an  investment  in  California  High-Yield
Municipal  carries greater risk than an investment in the other funds because it
may invest, without limitation, in lower-rated bonds and unrated bonds judged by
the advisor 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  advisor 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
dominated 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 advisor'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 also may hinder the advisor's  ability to obtain market quotations for
purposes of valuing the fund's portfolio and determining its net asset value.

    The advisor  continually  monitors  securities to determine  their  relative
liquidity.

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

SHORT-TERM SECURITIES

    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).  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 advisor
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.

    Except as otherwise required for temporary defensive  purposes,  the advisor
does not expect California Long-Term Tax-Free,  California  High-Yield Municipal
or  California  Insured  Tax-Free  to invest  more  than 35% of total  assets in
short-term securities.

    Pursuant to an exemptive  order from the Securities and Exchange  Commission
(SEC), each non-money market fund may invest in shares of the money market funds
to facilitate  cash  management  provided that the investment is consistent with
the funds' investment policies and restrictions.


STATEMENT OF ADDITIONAL INFORMATION                                           11


    The  non-money  market  funds may invest up to 5% of their  total  assets in
shares of the money market funds. To avoid generating dividend income subject to
the federal alternative minimum tax (AMT), the non-money market 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.

OTHER INVESTMENT COMPANIES

    Each of the  funds  may  invest  up to 5% of its  total  assets in any money
market  fund,  including  those  advised  by  the  manager,  provided  that  the
investment is consistent with the funds'  investment  policies and restrictions.
Under the Investment  Company Act of 1940 (the  "Investment  Company Act"),  the
funds' investment in such securities,  subject to certain exceptions,  currently
is limited to (a) 3% of the total  voting stock of any one  investment  company,
(b) 5% of the funds' total assets with respect to any one investment company and
(c) 10% of the funds' total assets in the aggregate. Such purchases will be made
in the open market where no commission or profit to a sponsor or dealer  results
from  the  purchase  other  than  the  customary  brokers'  commissions.   As  a
shareholder of another  investment  company, a fund would bear, along with other
shareholders,  its pro rata portion of the other investment  company's expenses,
including  advisory fees.  These expenses would be in addition to the management
fee that each fund bears directly in connection with its own operations.

FUTURES AND OPTIONS

    Each  non-money  market 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 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 funds'  investment
objectives.  The funds also may 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


12                                                 AMERICAN CENTURY INVESTMENTS


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 advisor 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 advisor  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 advisor  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 advisor 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 also could 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. 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  non-money  market fund may enter into  futures  contracts,  options or
options on futures contracts.


STATEMENT OF ADDITIONAL INFORMATION                                          13


    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 total 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

    Securities  held by California  Insured  Tax-Free may be (a) insured under a
new-issue insurance policy obtained by the issuer of the security or (b) insured
under a secondary  market  insurance  policy purchased by the fund or a previous
bond  holder.  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,
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.

RESTRICTED AND ILLIQUID SECURITIES

    The  funds  may,  from  time  to  time,   purchase  restricted  or  illiquid
securities,  including  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  advisor.  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 or other
security that is illiquid. In such an event, the


14                                                 AMERICAN CENTURY INVESTMENTS


advisor will consider appropriate remedies to minimize the effect on such fund's
liquidity.

INVESTMENT POLICIES

    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 a 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  Industrial  Development
Bond,   if  the  bond  were  backed  only  by  the  assets  and  revenues  of  a
non-governmental  user,  the  non-governmental  user  would be  deemed  the sole
issuer. If, in either case, the creating government or some other entity were to
guarantee the security,  the guarantee  would be considered a separate  security
and treated as an issue of the guaranteeing entity.

FUNDAMENTAL INVESTMENT POLICIES

    The funds'  investment  restrictions  are set forth below.  These investment
restrictions  are  fundamental  and may not be  changed  without  approval  of a
majority of the  outstanding  votes of  shareholders of a fund, as determined in
accordance with the Investment Company Act.

Subject            Policies
- --------------------------------------------------------------------------------

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

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

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

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

Lending            A fund may not lend any  security  or make any other loan if,
                   as a result,  more than  33-1/3% of the fund's  total  assets
                   would be lent to  other  parties,  except,  (i)  through  the
                   purchase of debt securities in accordance with its investment
                   objective,  policies and  limitations  or (ii) by engaging in
                   repurchase agreements with respect to portfolio securities.

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

Real Estate        A fund may not purchase or sell real estate  unless  acquired
                   as a result of ownership of securities or other  instruments.
                   This  policy  shall  not  prevent a fund  from  investing  in
                   securities  or other  instruments  backed  by real  estate or
                   securities  of  companies  that  deal in real  estate  or are
                   engaged in the real estate business.

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

Concentration      A fund may not  concentrate  its investments in securities of
                   issuers  in a  particular  industry  (other  than  securities
                   issued or  guaranteed  by the U.S.  government  or any of its
                   agencies or instrumentalities).

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

Underwriting       A fund may not act as an underwriter of securities  issued by
                   others,  except to the extent that the fund may be considered
                   an  underwriter  within the meaning of the  Securities Act of
                   1933 in the disposition of restricted securities.

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

Commodities        A fund may not purchase or sell physical  commodities  unless
                   acquired  as a result of  ownership  of  securities  or other
                   instruments; provided that this limitation shall not prohibit
                   the fund from  purchasing  or  selling  options  and  futures
                   contracts   or  from   investing  in   securities   or  other
                   instruments backed by physical commodities.

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

Control            A fund may not invest for purposes of exercising control over
                   management.

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


STATEMENT OF ADDITIONAL INFORMATION                                           15


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

NONFUNDAMENTAL INVESTMENT POLICIES

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

Subject             Policies
- --------------------------------------------------------------------------------

Diversification     The fund, to meet federal tax requirements for qualification
[California         as a "regulated  investment  company," limits its investment
Municipal           so that at the close of each  quarter of its  taxable  year:
Money Market only]  (i) with  regard  to at least 50% of total  assets,  no more
                    than 5% of total assets are invested in the  securities of a
                    single issuer, and (ii) no more than 25% of total assets are
                    invested in the securities of a single  issuer.  Limitations
                    (i) and (ii) do not  apply  to  "Government  securities"  as
                    defined for federal tax  purposes.  The fund does not,  with
                    respect  to 75% of its  total  assets,  currently  intend to
                    purchase the securities of any issuer (other than securities
                    issued or  guaranteed  by the U.S.  government or any of its
                    agencies or instrumentalities)  if, as a result thereof, the
                    fund  would  own  more  than 10% of the  outstanding  voting
                    securities of such issuer.

[California         A fund may not purchase additional  investment securities at
Municipal           any time during which  outstanding  borrowings  exceed 5% of
Money Market only]  the total assets of the fund.

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

Futures and options The money  market  funds may not  purchase  or sell  futures
[Money market       contracts or call options. This limitation does not apply to
 funds only]        options  attached to, or acquired or traded  together  with,
                    their   underlying   securities,   and  does  not  apply  to
                    securities that  incorporate  features similar to options or
                    futures contracts.

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

Liquidity           A fund  may  not  purchase  any  security  or  enter  into a
                    repurchase  agreement if, as a result,  more than 15% of its
                    net  assets  (10%  for the  money  market  funds)  would  be
                    invested in repurchase  agreements  not entitling the holder
                    to payment of principal  and interest  within seven days and
                    in  securities  that  are  illiquid  by  virtue  of legal or
                    contractual  restrictions  on  resale  or the  absence  of a
                    readily available market.

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

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

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

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

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


16                                               AMERICAN CENTURY INVESTMENTS


TEMPORARY DEFENSIVE MEASURES

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

    *    interest-bearing bank accounts or Certificates of Deposit

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

    *    money market funds

PORTFOLIO TURNOVER

    Under normal conditions,  the 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 advisor  carefully weighs the
potential benefits of short-term investing against these considerations.

    The funds' portfolio turnover rates (except those of the money market funds)
are listed in the Financial  Highlights table in the Prospectus.  Because of the
short-term  nature of the money market funds'  investments,  portfolio  turnover
rates are not generally used to evaluate their trading activities.

MANAGEMENT

THE BOARD OF TRUSTEES

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

   
    The  individuals  listed in the table  below  whose  names are  marked by an
asterisk (*) are  interested  persons of the funds (as defined in the Investment
Company Act) by virtue of, among other  considerations,  their  affiliation with
either the funds; the advisor,  American  Century  Investment  Management,  Inc.
(ACIM);  the funds'  agent for transfer and  administrative  services,  American
Century  Services   Corporation   (ACSC);  the  funds'  distribution  agent  and
co-administrator,   Funds  Distributor,  Inc.  (FDI);  the  parent  corporation,
American Century  Companies,  Inc. (ACC) or ACC's  subsidiaries;  or other funds
advised  by the  advisor.  Each  trustee  listed  below  serves as a trustee  or
director of seven registered investment companies in the American Century family
of funds, which are also advised by the advisor.
    

<TABLE>
   
                           Position(s)
Name (Age)                 Held              Principal Occupation(s)
Address                    With Fund         During Past 5 Years
- ------------------------------------------------------------------------------------------
<S>                       <C>                <C>                                                 
Albert A. Eisenstat (68)   Trustee           Independent Director, Commercial Metals Co.
1665 Charleston Road                         (1982 to present)
Mountain View, CA  94043                     Independent Director, Sungard Data Systems (1991
                                             to present)
                                             Independent Director, Business Objects S/A
                                             (software & programming, 1994 to present)
- ------------------------------------------------------------------------------------------
Ronald J. Gilson (52)     Trustee            Charles J. Meyers Professor of Law and Business,
1665 Charleston Road.                        Stanford Law School (since 1979)
Mountain View, CA  94043                     Mark and Eva Stern Professor of Law and Business,
                                             Columbia University School of Law (since 1992);
                                             Counsel, Marron, Reid & Sheehy (a San Francisco
                                             law firm, since 1984)
- ------------------------------------------------------------------------------------------
William M. Lyons* (43)   Trustee             President, Chief Operating Officer and Assistant
4500 Main Street                             Secretary, ACC
Kansas City, MO 64111                        Executive Vice President, Chief Operating Officer,
                                             Secretary and Director, ACSC and ACIM
    

                                                                     (continued on next page)


STATEMENT OF ADDITIONAL INFORMATION                                                 17


(continued from previous page)

   
                           Position(s)
Name (Age)                 Held           Principal Occupation(s)
Address                    With Fund      During Past 5 Years
- -------------------------------------------------------------------------------------
Myron S. Scholes (57)      Trustee        Principal, Long-Term Capital Management
1665 Charleston Road                      (investment advisor, since 1993)
Mountain View, CA  94043                  Frank E. Buck Professor of Finance,
                                          Stanford  Graduate  School of Business
                                          (since  1983)  Director,   Dimensional
                                          Fund  Advisors   (investment  advisor,
                                          since 1982)  Director,  Smith  Breeden
                                          Family of Funds (since 1992)  Managing
                                          Director,    Salomon   Brothers   Inc.
                                          (securities brokerage, 1991 to 1993)
- -------------------------------------------------------------------------------------
Kenneth E. Scott (70)     Trustee         Ralph M. Parsons Professor of Law and
1665 Charleston Road                      Business, Stanford Law School
Mountain View, CA  94043                  (since 1972)
                                          Director, RCM Capital Funds, Inc. (since 1994)
- -------------------------------------------------------------------------------------
Isaac Stein (52)          Trustee         Director, Raychem Corporation
1665 Charleston Road                      (electrical equipment, since 1993)
Mountain View, CA  94043                  President, Waverley Associates, Inc.
                                          (private investment firm, since 1983)
                                          Director, ALZA Corporation
                                          (pharmaceuticals, since 1987)
                                          Trustee, Stanford University (since 1994)
                                          Chairman, Stanford Health Services (since 1994)
- -------------------------------------------------------------------------------------
James E. Stowers III* (39)  Trustee,      Chief Executive Officer and
4500 Main Street            Chairman      Director, ACC
Kansas City, MO 64111       of the Board  Chief Executive Officer and Director, ACSC
                                          and ACIS
- -------------------------------------------------------------------------------------
Jeanne D. Wohlers (53)     Trustee        Private Investor
1665 Charleston Road                      Director and Partner, Windy Hill Productions, LP
Mountain View, CA  94043                  Vice President and Chief Financial Officer,
                                          Sybase, Inc. (software company, 1988 to 1992)
- --------------------------------------------------------------------------------------
</TABLE>
    


18                                               AMERICAN CENTURY INVESTMENTS


COMMITTEES

   
  The Board has four  committees  to oversee  specific  functions of the Trust's
operations.  Only  independent  trustees  serve  on the  Audit,  Nominating  and
Portfolio  committees.  Information about these committees  appears in the table
below:

Committee   Members                Function of Committee
- --------------------------------------------------------------------------------
Audit      Albert A. Eisenstat     The Audit Committee selects and oversees
           Kenneth E. Scott        the activities of the Trust's
           Jeanne D. Wohlers       independent auditor. The Committee
                                   receives reports from the advisor's  Internal
                                   Audit Department, which is accountable solely
                                   to the Committee. The Committee also receives
                                   reporting about compliance  matters affecting
                                   the Trust.
- --------------------------------------------------------------------------------
Nominating   Albert A. Eisenstat   The Nominating Committee primarily considers
             Ronald J. Gilson      and recommends individuals for
             Myron S. Scholes      nomination as trustees. The names
             Kenneth E. Scott      of potential trustee candidates are drawn
             Isaac Stein           from a number of sources, including
             Jeanne D. Wohlers     recommendations from members of the Board,
                                   management and  shareholders.  This committee
                                   also reviews and makes recommendations to the
                                   Board  with  respect  to the  composition  of
                                   Board  committees  and  other   Board-related
                                   matters,  including its  organization,  size,
                                   composition, responsibilities,  functions and
                                   compensation.
- --------------------------------------------------------------------------------
Portfolio    Ronald J. Gilson      The Portfolio Committee reviews quarterly
             Myron S. Scholes      the investment activities and
             Isaac Stein           strategies used to manage fund assets.
                                   The Committee regularly receives reports from
                                   portfolio managers, credit analysts and other
                                   investment  personnel  concerning  the funds'
                                   investments.
- --------------------------------------------------------------------------------
Quality      Ronald J. Gilson      The Quality of Service Committee reviews
of           Myron S. Scholes      the level and quality of transfer
Service       (ad hoc)             agent and administrative services
             Isaac Stein           provided to the funds and their
             William M. Lyons      shareholders. It receives and reviews
                                   reports  comparing  those  services  to  fund
                                   competitors   and  seeks  to   improve   such
                                   services where feasible and appropriate.
- --------------------------------------------------------------------------------
    

COMPENSATION OF TRUSTEES

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

    The table  presented shows the aggregate  compensation  paid for the periods
indicated by the Trust and by the American Century family of funds as a whole to
each  trustee  who is not an  "interested  person" as defined in the  Investment
Company Act.


STATEMENT OF ADDITIONAL INFORMATION                                           19


   
Aggregate Trustee Compensation for Fiscal Year Ended August 31, 1998
- --------------------------------------------------------------------------------
                                      Total              Total Compensation
                                  Compensation                from the
                                    from the              American Century
Name of Trustee (1)                 Funds (2)            Family of Funds(3)
- --------------------------------------------------------------------------------
Albert A. Eisenstat                  $7,657                    $65,000
Ronald J. Gilson                     $7,992                    $67,750
Myron S. Scholes                     $7,146                    $60,750
Kenneth E. Scott                     $7,864                    $66,750
Isaac Stein                          $7,268                    $62,000
Jeanne D. Wohlers                    $7,864                    $66,750
- --------------------------------------------------------------------------------

(1) Interested trustees receive no compensation for their services as such.

(2) Includes  compensation  paid to the  trustees  during the fiscal  year ended
    August 31, 1998, and also includes  amounts  deferred at the election of the
    trustees under the American Century Mutual Funds Deferred  Compensation Plan
    for  Non-Interested  Directors  and  Trustees.  The total amount of deferred
    compensation  included in the preceding table is as follows:  Mr. Eisenstat,
    $1,127; Mr. Gilson, $1,461; Mr. Scholes, $816 and Mr. Scott, $767.

(3) Includes  compensation  paid by the 13  investment  company  members  of the
    American Century family of funds.

    The Trust has adopted the American  Century Deferred  Compensation  Plan for
Non-Interested  Directors and Trustees. Under the plan, the independent trustees
may defer  receipt of all or any part of the fees to be paid to them for serving
as trustees of the trust.

    Under the plan, all deferred fees are credited to an account  established in
the name of the trustees.  The amounts  credited to the account then increase or
decrease,  as the case may be, in accordance with the performance of one or more
of the American  Century  funds that are  selected by the  trustee.  The account
balance  continues  to  fluctuate  in  accordance  with the  performance  of the
selected  fund or funds  until  final  payment of all  amounts  credited  to the
account.  trustees are allowed to change their  designation of mutual funds from
time to time.

    No deferred fees are payable until such time as a trustee  resigns,  retires
or  otherwise  ceases  to be a member  of the Board of  Trustees.  Trustees  may
receive  deferred  fee  account  balances  either  in a lump sum  payment  or in
substantially equal installment  payments to be made over a period not to exceed
10 years.  Upon the death of a  trustee,  all  remaining  deferred  fee  account
balances are paid to the  trustee's  beneficiary  or, if none,  to the Trustee's
estate.

    The plan is an unfunded plan and,  accordingly,  the Trust has no obligation
to segregate  assets to secure or fund the deferred fees. The rights of trustees
to receive their  deferred fee account  balances are the same as the rights of a
general unsecured  creditor of the Trust. The plan may be terminated at any time
by the  administrative  committee of the plan. If  terminated,  all deferred fee
account balances will be paid in a lump sum.
    

    No deferred  fees were paid to any trustee  under the plan during the fiscal
year ended August 31, 1998.

OFFICERS

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


20                                               AMERICAN CENTURY INVESTMENTS


<TABLE>
                            Position(s)
Name (Age)                  Held With        Principal Occupation(s)
Address                     Fund             During Past 5 Years
- ----------------------------------------------------------------------------------
<S>                        <C>               <C>                                                     
   
George A. Rio (43)          President        Executive Vice President and Director of
4500 Main Street                             Client Services, FDI (March 1998
Kansas City, MO 64111                        to present).
                                             Senior  Vice  President  and Senior
                                             Key Account Manager,  Putnam Mutual
                                             Funds  (June  1995 to  March  1998)
                                             Director   Business    Development,
                                             First Data Corporation (May 1994 to
                                             June 1995)  Senior  Vice  President
                                             and Manager of Client  Services and
                                             Director  of  Internal  Audit,  The
                                             Boston Company, Inc.
                                            (September 1983 to May 1994)
- -----------------------------------------------------------------------------------
Mary A. Nelson (34)        Vice President   Vice President and Manager of
4500 Main Street                            Treasury Services and Administration,
Kansas City, MO 64111                       FDI (1994 to present)
                                            Assistant Vice President and Client
                                            Manager, The Boston Company, Inc.
                                           (1989 to 1994)
- ------------------------------------------------------------------------------------
Maryanne Roepke, CPA (42)  Vice President   Senior Vice President, Treasurer an
4500 Main Street           and Treasurer    Principal Accounting Officer, ACSC
Kansas City, MO 64111
- ------------------------------------------------------------------------------------
David C. Tucker (40)       Vice President   Senior Vice President and General
4500 Main Street                            Counsel, ACSC and ACIM (June
Kansas City, MO 64111                       1998 to present)
                                            General Counsel, ACC
                                            (June 1998 to present)
                                            Consultant to Mutual Fund
                                            Industry (May 1997 to April 1998)
                                            Vice President and General Counsel,
                                            Janus Companies (1990 to May 1997)
- ------------------------------------------------------------------------------------
Christopher J. Kelley (33)  Vice President  Vice President and Associate
4500 Main Street                            General Counsel, FDI (since July 1996)
Kansas City, MO 64111                       Assistant Counsel, Forum Financial
                                            Group (April 1994 to July 1996)
                                            Compliance Officer, Putnam Investments
                                            (1992 to April 1994)
- ------------------------------------------------------------------------------------
Douglas A. Paul (51)      Secretary and     Vice President and Associate
1665 Charleston Road      Vice President    General Counsel, ACSC
Mountain View, CA
94043
- ------------------------------------------------------------------------------------
C. Jean Wade (34)         Controller        Controller-Fund Accounting, ACSC
4500 Main Street
Kansas City, MO 64111
- ------------------------------------------------------------------------------------
Jon Zindel (31)           Tax Officer       Director of Taxation, ACSC (since 1996)
4500 Main Street                            Tax Manager, Price Waterhouse LLP (1989)
Kansas City, MO 64111
- ------------------------------------------------------------------------------------
</TABLE>
    


STATEMENT OF ADDITIONAL INFORMATION                                           21


THE FUNDS' BIGGEST SHAREHOLDERS

  As of December 4, 1998, the following companies were the record owners of more
than 5% of a fund's outstanding shares:

<TABLE>
   
                                                         Number             Percentage
                                                         of                 of Shares
Fund                         Shareholder                 Shares Held        Outstanding
- -----------------------------------------------------------------------------------------
<S>                          <C>                       <C>                  <C>
California Municipal         Arthur Irwin Trueger
Money Market                 650 California Street
                             Suite 2800
                             San Francisco, CA 94108     10,282,889           5.7%
- -----------------------------------------------------------------------------------------
California Limited-Term      Charles Schwab & Co.
Tax-Free                     101 Montgomery Street
                             San Francisco, CA 94101     2,476,738            17.1%
                             Bank of America
                             P.O. Box 513577
                             Los Angeles, CA 90051       2,614,547            18.1%
- -----------------------------------------------------------------------------------------
California                   Charles Schwab & Co.
Intermediate-Term            101 Montgomery Street
Tax-Free                     San Francisco, CA 94101     5,914,612            14.2%
- -----------------------------------------------------------------------------------------
California Long-Term         Charles Schwab & Co.
Tax-Free                     101 Montgomery Street
                             San Francisco, CA 94101     1,976,982            6.8%
- -----------------------------------------------------------------------------------------
California Insured           Charles Schwab & Co.
Tax-Free                     101 Montgomery Street
                             San Francisco, CA 94101     1,241,536            5.9%
- -----------------------------------------------------------------------------------------
California High-Yield        Charles Schwab & Co.
Municipal                    101 Montgomery Street
                             San Francisco, CA 94101     5,257,863            16.7%
                             Morgan Guaranty Trust
                             522 5th Avenue
                             New York, NY 10036          2,362,215            7.5%
- -----------------------------------------------------------------------------------------
</TABLE>

    The funds are unaware of any other  shareholders,  beneficial  or of record,
who own more than 5% of a fund's outstanding shares. As of December 4, 1998, the
officers and trustees of the funds,  as a group,  own less than 1% of any fund's
outstanding shares.
    

SERVICE PROVIDERS

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

    The advisor and ACSC are both wholly  owned by ACC.  James E.  Stowers  Jr.,
Chairman of ACC,  controls  ACC by virtue of his  ownership of a majority of its
common stock.

INVESTMENT ADVISOR

    Each fund has an investment management agreement with the advisor,  American
Century  Investment  Management,  Inc., dated August 1, 1997. This agreement was
approved by the shareholders of each of the funds on July 30, 1997.


   
22                                               AMERICAN CENTURY INVESTMENTS
    


    A  description  of  the  responsibilities  of  the  advisor  appears  in the
Prospectus under the caption "Management."

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

    The schedules by which the  Investment  Category Fees are  determined are as
follows:

INVESTMENT CATEGORY FEE SCHEDULE FOR

*   California Municipal Money Market
*   California Tax-Free Money Market

   
Category Assets                                     Fee Rate
- --------------------------------------------------------------------------------
First $1 billion                                    0.2700%
Next $1 billion                                     0.2270%
Next $3 billion                                     0.1860%
Next $5 billion                                     0.1690%
Next $15 billion                                    0.1580%
Next $25 billion                                    0.1575%
Thereafter                                          0.1570%
- --------------------------------------------------------------------------------
    

INVESTMENT CATEGORY FEE SCHEDULE FOR

*   California Limited-Term Tax-Free
*   California Intermediate-Term Tax-Free
*   California Long-Term Tax-Free
*   California Insured Tax-Free

Category Assets                                     Fee Rate
- --------------------------------------------------------------------------------
First $1 billion                                    0.2800%
Next $1 billion                                     0.2280%
Next $3 billion                                     0.1980%
Next $5 billion                                     0.1780%
Next $15 billion                                    0.1650%
Next $25 billion                                    0.1630%
Thereafter                                          0.1625%
- --------------------------------------------------------------------------------

INVESTMENT CATEGORY FEE SCHEDULE FOR

*    California High-Yield Municipal

Category Assets                                     Fee Rate
- --------------------------------------------------------------------------------
First $1 billion                                    0.3100%
Next $1 billion                                     0.2580%
Next $3 billion                                     0.2280%
Next $5 billion                                     0.2080%
Next $15 billion                                    0.1950%
Next $25 billion                                    0.1930%
Thereafter                                          0.1925%
- --------------------------------------------------------------------------------

    The Complex Fee is determined according to the schedule on the table below.

COMPLEX FEE SCHEDULE

Complex Assets                                      Fee Rate
- --------------------------------------------------------------------------------
First $2.5 billion                                  0.3100%
Next $7.5 billion                                   0.3000%
Next $15.0 billion                                  0.2985%
Next $25.0 billion                                  0.2970%
Next $50.0 billion                                  0.2960%
Next $100.0 billion                                 0.2950%
Next $100.0 billion                                 0.2940%
Next $200.0 billion                                 0.2930%
Next $250.0 billion                                 0.2920%
Next $500.0 billion                                 0.2910%
Thereafter                                          0.2900%
- --------------------------------------------------------------------------------

    On the first  business day of each month,  the funds pay a management fee to
the  advisor  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by multiplying the applicable fee


STATEMENT OF ADDITIONAL INFORMATION                                           23


for the fund by the aggregate average daily closing value of a fund's net assets
during the previous month by a fraction, the numerator of which is the number of
days in the  previous  month  and the  denominator  of which is 365 (366 in leap
years).

    The management  agreement  shall continue in effect until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (1) the funds'
Board of Trustees, or by the vote of a majority of outstanding votes (as defined
in the Investment Company Act) and (2) by the vote of a majority of the trustees
of the funds who are not parties to the agreement or  interested  persons of the
advisor,  cast in person at a meeting  called for the  purpose of voting on such
approval.

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

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

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

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

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

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

    Investment  management  fees paid by each fund for the fiscal  periods ended
August 31, 1998,  1997 and 1996,  are  indicated  in the table on the  following
page.  Fee amounts are net of amounts  reimbursed  or recouped  under the funds'
previous investment advisory agreement with Benham Management Corporation.


   
24                                              AMERICAN CENTURY INVESTMENTS
    


Unified Management Fees*

   
Fund                     1998          1997        1996
- ----------------------------------------------------------
California
Tax-Free
Money Market          $2,159,236    $1,309,574   $1,240,288

California
Municipal
Money Market            845,834       564,212     563,912

California
Limited-Term
Tax-Free                656,701       346,562     294,665

California
Intermediate-
Term
Tax-Free               2,264,194     1,304,435   1,249,491

California
Long-Term
Tax-Free               1,599,824      920,960     833,863

California
Insured
Tax-Free               1,031,569      584,652     544,813

California
High-Yield
Municipal              1,311,664      527,834     379,805
- ----------------------------------------------------------

* Net of reimbursements
    

OTHER ADVISORY RELATIONSHIPS

    In addition to managing the funds,  the advisor  also acts as an  investment
advisor  to  nine  institutional   accounts  and  to  the  following  registered
investment companies:

    American Century Mutual Funds, Inc.
    American Century World Mutual Funds, Inc.
    American Century Premium Reserves, Inc.
    American Century Variable Portfolios, Inc.
    American Century Capital Portfolios, Inc.
    American Century Strategic Asset Allocations, Inc.
    American Century Municipal Trust
    American Century Government Income Trust
    American Century Investment Trust
    American Century Target Maturities Trust
    American Century Quantitative Equity Funds
    American Century International Bond Funds

DISTRIBUTOR

   
    The funds' shares are distributed by Funds  Distributor,  Inc., a registered
broker-dealer.  The distributor is a wholly owned indirect  subsidiary of Boston
Institutional  Group,  Inc. The distributor's  principal  business address is 60
State Street, Suite 1300, Boston, Massachusetts 02109.
    

    The  distributor  is the principal  underwriter  of the funds'  shares.  The
distributor makes a continuous,  best-efforts underwriting of the funds' shares.
This means that the distributor has no liability for unsold shares.

TRANSFER AGENT AND ADMINISTRATOR

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

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

   
    Administrative  service  and  transfer  agent fees paid by each fund for the
fiscal years ended August 31, 1998, 1997 and 1996, are indicated in the table on
the following page. Fee amounts are net of expense limitations.
    


STATEMENT OF ADDITIONAL INFORMATION                                           25


   
ADMINISTRATIVE FEES
                      Fiscal           Fiscal        Fiscal
Fund                  1998(1)           1997          1996
- ---------------------------------------------------------------
California
Tax-Free
Money Market                          $368,680      $409,257

California
Municipal
Money Market                           160,175       186,076

California
Limited-Term
Tax-Free                               94,859        97,232

California
Intermediate-
Term
Tax-Free                               373,977       412,298

California
Long-Term
Tax-Free                               256,250       275,154

California
Insured
Tax-Free                               63,254        179,812

California
High-Yield
Municipal                              142,879       125,323
- ---------------------------------------------------------------

TRANSFER AGENT FEES
                      Fiscal           Fiscal        Fiscal
Fund                  1998(1)           1997          1996
- ---------------------------------------------------------------
California
Tax-Free
Money Market                          $190,056      $229,922

California
Municipal
Money Market                           112,925       145,450

California
Limited-Term
Tax-Free                               39,157        47,787

California
Intermediate-
Term
Tax-Free                               164,081       188,108

California
Long-Term
Tax-Free                               108,533       119,915

California
Insured
Tax-Free                               78,485        91,516

California
High-Yield
Municipal                              70,935        70,036
- ---------------------------------------------------------------

(1)  Administrative  fees and  transfer  agent fees are  included in the unified
management fees effective August 1, 1997.
    
OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

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

INDEPENDENT ACCOUNTANTS

   
    PricewaterhouseCoopers  LLP is the independent  accountant of the funds. The
address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th Floor, Kansas City,
Missouri    64105.    As   the    independent    accountant    of   the   funds,
PricewaterhouseCoopers  LLP provides services  including (1) audit of the annual
financial  statements,  (2) assistance and  consultation  in connection with SEC
filings and (3) review of the annual  federal  income tax return  filed for each
fund.
    

BROKERAGE ALLOCATION

   
    Under the  management  agreement  between  the funds  and the  advisor,  the
advisor  has the  responsibility  of  selecting  brokers  and dealers to execute
portfolio  transactions.  In many  transactions,  the selection of the broker or
dealer  is  determined  by the  availability  of the  desired  security  and its
offering  price. In other  transactions,  the selection of broker or dealer is a
function of the selection of market and the negotiation of price, as well as the
broker's  general  execution and operational  and financial  capabilities in the
type of transaction  involved.  The advisor will seek to obtain prompt execution
of orders at the most  favorable  prices or yields.  The  advisor  may choose to
purchase and sell portfolio  securities to and from dealers who provide services
or research,  statistical and other information to the funds and to the advisor.
Such  information  or  services  will be in  addition  to and not in lieu of the
services  required  to be  performed  by the  advisor,  and the  expenses of the
advisor  will not  necessarily  be  reduced  as a result of the  receipt of such
supplemental information.


26                                               AMERICAN CENTURY INVESTMENTS
    


INFORMATION ABOUT FUND SHARES

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

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

    Each shareholder has rights to dividends and  distributions  declared by the
fund he or she owns and to the net assets of such fund upon its  liquidation  or
dissolution  proportionate  to his or her share ownership  interest in the fund.
Shares  of each  fund  have  equal  voting  rights,  although  each  fund  votes
separately on matters affecting that fund 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 as a  result  of
shareholder  liability  is limited  to  circumstances  in which both  inadequate
insurance exists and the Trust is unable to meet its obligations.

BUYING AND SELLING FUND SHARES

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

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 (usually at 4 p.m. Eastern time) on each
day the Exchange is open.  The Exchange has  designated  the  following  holiday
closings for 1999: New Year's Day, Martin Luther King Jr. Day,  Presidents' Day,
Good Friday,  Memorial Day,  Independence  Day, Labor Day,  Thanksgiving Day and
Christmas  Day.  Although  the funds  expect  the same  holiday  schedule  to be
observed  in the future,  the  Exchange  may modify its holiday  schedule at any
time.
    

    The  advisor  typically  completes  its  trading  on  behalf of 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


   
STATEMENT OF ADDITIONAL INFORMATION                                           27
    


priced at market value.  The converse would apply in a period of rising interest
rates.

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

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

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

NON-MONEY MARKET FUNDS

    Securities  held by the  non-money  market  funds  normally are priced by an
independent  pricing  service,  provided  that such  prices are  believed by the
advisor 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  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  advisor  under  the  general
supervision  of the Board of  Trustees.  There are a number of pricing  services
available,  and the  advisor,  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.

MULTIPLE CLASS PERFORMANCE ADVERTISING

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


   
28                                               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 (if any) to shareholders.  If a
fund fails to qualify as a regulated  investment  company, it will be liable for
taxes,  significantly reducing its distributions to shareholders and eliminating
shareholders'  ability to treat  distributions  of the funds in the manner  they
were realized by the funds.
    

    Certain  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  taxable to the
shareholder as ordinary income.
    

    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,  or 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 share-


   
STATEMENT OF ADDITIONAL INFORMATION                                          29
    


holder received exempt-interest dividends with respect to those shares.

   
    As of  August  31,  1998,  the funds on the  table  below had the  following
capital loss carryovers.  When a fund has a capital loss carryover,  it does not
make capital gain distributions until the loss has been offset or expired.
    

Fund                                   Capital Loss Carryover
- --------------------------------------------------------------------------------
California Tax-Free                    $299,089
Money Market                           (expiring 1999 through 2006)

California Municipal                   $159,275
Money Market                           (expiring 2003 through 2006)

   
California Limited-Term                $580,559
Tax-Free                               (expiring 2003 through 2004)
- --------------------------------------------------------------------------------
    

    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.


   
30                                               AMERICAN CENTURY INVESTMENTS
    


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 also will be exempt from California personal income
tax.  The  Trust  will  inform  shareholders   annually  as  to  the  amount  of
distributions  from each fund that  constitutes  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.

    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 with his or
her tax  advisors or state or local tax  authorities  to  determine  whether the
funds are suitable investments.

HOW FUND PERFORMANCE INFORMATION IS CALCULATED

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

MONEY MARKET FUND YIELDS
(seven-day period ended August 31, 1998)
                                                    7-Day           Effective
Fund                                                Yield             Yield
- --------------------------------------------------------------------------------
California Tax-Free Money Market                    2.68%             2.72%
California Municipal Money Market                   2.86%             2.90%
- --------------------------------------------------------------------------------

NON-MONEY MARKET FUND YIELDS
(30-day period ended August 31, 1998)

Fund                                                      30-Day Yield
- --------------------------------------------------------------------------------
California Limited-Term Tax-Free                              3.45%
California Intermediate-Term Tax-Free                         3.70%
California Long-Term Tax-Free                                 4.32%
California High-Yield Municipal                               4.61%
California Insured Tax-Free                                   4.17%
- --------------------------------------------------------------------------------

    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

    For the non-money market 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 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

    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 (if any) and any change in the fund's NAV during the period.


   
STATEMENT OF ADDITIONAL INFORMATION                                         31
    


    Average  annual total returns are  calculated by  determining  the growth or
decline in value of a  hypothetical  historical  investment  in a fund  during a
stated period and then calculating the annually compounded  percentage rate that
would have  produced  the same  result if the rate of growth or decline in value
had been constant  throughout the period. The funds' average annual total return
for the period  ended August 31 are shown in the chart  below.  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.

    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 the American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic  data that may be used for such  comparisons  may include,  but are not
limited to, U.S. Treasury bill, note and bond yields,  money market fund yields,
U.S.  government debt and percentage held by foreigners,  the U.S. money supply,
net  free  reserves,  and  yields  on  current-coupon  GNMAs  (source:  Board of
Governors of the Federal Reserve  System);  the federal funds and discount rates
(source:  Federal  Reserve  Bank of New York);  yield  curves for U.S.  Treasury
securities and AA/AAA-rated  corporate  securities (source:  Bloomberg Financial
Markets);  yield curves for AAA-rated  tax-free  municipal  securities  (source:
Telerate);  yield curves for foreign government  securities (sources:  Bloomberg
Financial  Markets and Data  Resources,  Inc.);  total  returns on foreign bonds
(source:  J.P.  Morgan  Securities  Inc.);  various U.S. and foreign  government
reports;  the junk bond market (source:  Data Resources,  Inc.); the CRB Futures
Index  (source:  Commodity  Index Report);  the price of gold  (sources:  London
a.m./p.m.  fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper 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

<TABLE>
<CAPTION>
Average Annual Total Returns for Periods ended August 31

Fund                                         1-Year      5-Years     10-Years     Life of Fund
- ----------------------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>          <C>                
   
California Tax-Free Money Market(1)          3.12%        2.96%        3.50%            --
California Municipal Money Market(2)         3.20%        3.01%         --             3.13%
California Limited-Term Tax-Free(3)          5.40%        4.38%         --             4.85%
California Intermediate-Term Tax-Free(1)     7.00%        5.45%        6.99%            --
California Long-Term Tax-Free(1)             9.25%        6.36%        8.33%            --
California High-Yield Municipal Fund(4)      9.35%        7.13%        8.55%            --
California Insured Tax-Free(4)               8.96%        6.16%        8.36%            --
- ----------------------------------------------------------------------------------------------
</TABLE>
    

(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.


   
32                                               AMERICAN CENTURY INVESTMENTS
    


advisory  firms.  The  funds  also may  utilize  reprints  from  newspapers  and
magazines furnished by third parties to illustrate historical performance.

FINANCIAL STATEMENTS

   
    The financial  statements of the funds,  including the  Statements of Assets
and  Liabilities as of August 31, 1998, and the Statements of Operations for the
fiscal year, the Statements of Changes in Net Assets for the two fiscal years in
the period and the financial  highlights  for the five fiscal years are included
in the Annual Reports to shareholders for the fiscal year ended August 31, 1998.
The Annual Report is incorporated herein by reference. You may receive copies of
the reports  without charge upon request to American  Century at the address and
telephone  number  shown  on the  back  cover of this  Statement  of  Additional
Information.
    

EXPLANATION OF FIXED INCOME SECURITIES RATINGS

    As  described  in the  Prospectus,  the  funds may  invest  in fixed  income
securities.  Those investments,  however,  are subject to certain credit quality
restrictions,  as noted in the  Prospectus.  The  following  is a summary of the
rating categories referenced in the prospectus disclosure.

Bond Ratings

S&P       Moody's   Description
- ----------------------------------------------------------------------------
AAA       Aaa       These  are  the  highest  ratings  assigned  by S&P and
                    Moody's to a debt  obligation  and  indicates  an  extremely
                    strong capacity to pay interest and repay principal.
- ----------------------------------------------------------------------------
AA        Aa        Debt rated in this  category is considered to have a very
                    strong  capacity to pay  interest  and repay  principal  and
                    differs from AAA/Aaa issues only in a small degree.
- ----------------------------------------------------------------------------
A         A         Debt rated A has a strong capacity to pay
                    interest and repay principal although it is
                    somewhat more  susceptible to the adverse effects of changes
                    in  circumstances  and  economic  conditions  than  debt  in
                    higher-rated categories.
- ----------------------------------------------------------------------------
BBB       Baa       Debt rated BBB/Baa is regarded as having
                    an adequate capacity to pay interest and repay
                    principal. Whereas it normally exhibits adequate
                    protection parameters, adverse economic conditions
                    or changing circumstances are more likely to lead
                    to a weakened capacity to pay interest and repay
                    principal for debt in this category than in
                    higher-rated categories.
- ----------------------------------------------------------------------------
BB        Ba        Debt rated BB/Ba has less near-term vulnerability
                    to default than other speculative issues. However,
                    it faces major ongoing uncertainties or exposure
                    to adverse business, financial or economic conditions
                    that could lead to inadequate capacity to meet
                    timely interest and principal payments. The BB rating
                    category also is used for debt subordinated to
                    senior debt that is assigned an actual or implied BBB-
                    rating.
- ----------------------------------------------------------------------------
B         B         Debt rated B has a greater vulnerability to default
                    but currently has the capacity to meet interest
                    payments and principal repayments. Adverse
                    business, financial or economic conditions will
                    likely impair capacity or willingness to pay interest
                    and repay principal. The B rating category is also
                    used for debt subordinated to senior debt that is
                    assigned an actual or implied BB/Ba or BB-/Ba3 rating.
- ----------------------------------------------------------------------------
CCC       Caa       Debt rated CCC/Caa has a currently identifiable
                    vulnerability to default and is dependent upon
                    favorable business, financial and economic conditions t
                    o meet timely payment of interest and repayment of
                    principal. In the event of adverse business, financial or
                    economic conditions, it is not likely to have the
                    capacity to pay interest and repay principal. The
                    CCC/Caa rating category is also used for debt
                    subordinated to senior debt that is assigned an
                    actual or implied B or B-/B3 rating.
- ----------------------------------------------------------------------------
CC        Ca        The rating CC/Ca typically is applied to debt
                    subordinated to senior debt that is assigned an actual or
                    implied CCC/Caa rating.

                                                       (continued on next page)


   
STATEMENT OF ADDITIONAL INFORMATION                                       33
    


Bond Ratings (continued from previous page)

S&P  Moody's   Description
- ----------------------------------------------------------------------
C    C        The rating C typically is applied to debt
              subordinated to senior debt, which is
              assigned an actual or implied CCC-/Caa3
              debt rating. The C rating may be used to
              cover a situation where a bankruptcy
              petition has been filed, but debt service
              payments are continued.
- ----------------------------------------------------------------------
CI   -        The rating CI is reserved for income bonds 
              on which no interest is being paid.
- ----------------------------------------------------------------------
D    D        Debt rated D is in payment default. The
              D rating category is used when interest
              payments or principal payments are not made
              on the date due even if the applicable grace
              period has not expired, unless S&P believes
              that such payments will be made during such
              grace period. The D rating also will be used
              upon the filing of a bankruptcy petition if
              debt service payments are jeopardized.

   
    To provide  more  detailed  indications  of credit  quality,  the Standard &
Poor's ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within these major rating categories.  Similarly,
Moody's adds numerical  modifiers (1,2,3) to designate  relative standing within
its major bond rating categories. Fitch Investors Service, Inc. also rates bonds
and uses a ratings system that is substantially similar to that used by Standard
& Poor's.
    

Commercial Paper Ratings

S&P    Moody's      Description
- ----------------------------------------------------------------------
A-1    Prime-1      This indicates that the degree of safety 
       (P-1)        regarding timely payment is strong.
                    Standard & Poor's rates those issues determined to possess
                    extremely strong safety characteristics as A-1+.
- ----------------------------------------------------------------------
A-2    Prime-2      Capacity for timely payment on
       (P-2)        commercial paper is satisfactory, but
                    the relative degree of
                    safety is not as high as for issues designated
                    A-1. Earnings trends and coverage ratios, while
                    sound, will be more subject to variation.
                    Capitalization characteristics, while still
                    appropriated, may be more affected by
                    external conditions. Ample alternate liquidity
                    is maintained.
- ----------------------------------------------------------------------
A-3    Prime-3      Satisfactory capacity for timely repayment.
       (P-3)        Issues that carry this rating are somewhat more
                    vulnerable to the adverse changes in
                    circumstances than obligations carrying
                    the higher designations.

Note Ratings

   
S&P    Moody's         Description
- ----------------------------------------------------------------------
SP-1   MIG-1; VMIG-1   Notes are of the highest quality  enjoying
                       strong  protection from  established  cash flows of funds
                       for their  servicing or from  established and broad-based
                       access to t he market for refinancing, or both.
- ----------------------------------------------------------------------
SP-2   MIG-2; VMIG-2   Notes are of high quality,  with margins of
                       protection  ample,  although  not  so  large  as  in  the
                       preceding group.
- ----------------------------------------------------------------------
SP-3   MIG-3; VMIG-3   Notes are of favorable  quality,  with all
                       security   elements   accounted   for,  but  lacking  the
                       undeniable  strength  of  the  preceding  grades.  Market
                       access for  refinancing,  in particular,  is likely to be
                       less well established.
- ----------------------------------------------------------------------
SP-4   MIG-4; VMIG-4   Notes are of adequate  quality,  carrying
                       specific risk but having protection and not distinctly or
                       predominantly speculative.


34                                              AMERICAN CENTURY INVESTMENTS


STATEMENT OF ADDITIONAL INFORMATION                                       35
    


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

   
These  contain  more  information  about the funds'  investments  and the market
conditions  and investment  strategies  that  significantly  affected the funds'
performance  during the most recent  fiscal  period.  The annual and  semiannual
reports  are  incorporated  by  reference  into this SAI.  This means that it is
legally part of this SAI.
    
                                                                                
You can receive a free copy of the annual and  semiannual  reports,  and ask any
questions  about the funds,  by  contacting  us at one of the addresses or phone
numbers listed below.

If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan
* a bank
* a broker-dealer
* an insurance company
* another financial intermediary

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

   
You also can get  information  about the funds from the  Security  and  Exchange
Commission (SEC).

* In person                   SEC Public Reference Rm.
                              Washington, D.C.
                              Call 1-800-SEC-0330 for location and hours.

* On the Internet             www.sec.gov

* By mail                     SEC Public Reference Section
                              Washington, D.C.  20549-6009
                              (The SEC will charge a  fee for copying the
                              documents.)

Investment Company Act File No. 811-3706
    

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

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

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

AUTOMATED INFORMATION LINE
1-800-345-8765

WWW.AMERICANCENTURY.COM

FAX
816-340-7962

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

   
CORPORATE; NOT-FOR-PROFIT; FOUNDATIONS; ENDOWMENTS; KEOGH; SEP-, SARSEP- AND
SIMPLE-IRA; AND 403(B) SERVICES  
1-800-345-3533
    

SH-BKT-14767    9812
<PAGE>
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


1933 Act Post-Effective Amendment No. 28
1940 Act Amendment No. 32
- --------------------------------------------------------------------------------

PART C   OTHER INFORMATION

ITEM 23  EXHIBITS (All exhibits not filed herewith are being incorporated herein
                  by reference.)

         (a)      (1)Amended  Declaration  of Trust  dated May 31,  1995  (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  22  to  the  Registration   Statement  on  October  27,  1995,
                  Accession #717316-95-000007).

                  (2)Amendment to the Declaration of Trust (filed electronically
                  as an  Exhibit  to  Post-Effective  Amendment  No.  25 to  the
                  Registration   Statement  on  December  15,  1997,   Accession
                  #717316-97-000012).

         (b)      (1)Amended  and  Restated  Bylaws  dated May 17,  1995  (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  22  to  the  Registration   Statement  on  October  27,  1995,
                  Accession #717316-95-000007).

                  (2) Amended  and  Restated  Bylaws  dated March 9, 1998 (filed
                  electronically as an Exhibit to Post-Effective Amendment No. 7
                  to the Registration  Statement of American Century  Investment
                  Trust, on May 13, 1998, Accession #908406-98-000006).

         (c)      Registrant  hereby  incorporates  by reference,  as though set
                  forth fully  herein,  Article III,  Article  VIII,  Article X,
                  Article XI and  Article  XII of  Registrant's  Declaration  of
                  Trust, appearing as Exhibit (a)(1) to Post-Effective Amendment
                  No. 22 and Exhibit (a)(2) to  Post-Effective  Amendment No. 25
                  to the Registration Statements on Form N-1A of the Registrant;
                  and Article II,  Article VII and Article VIII of  Registrant's
                  Amended and Restated  Bylaws,  appearing as Exhibit  (b)(2) to
                  Post-Effective  Amendment No. 28 to the Registration Statement
                  on Form N-1A of the Registrant.

         (d)      Investor Class Management  Agreement  between American Century
                  California  Tax-Free and Municipal Funds and American  Century
                  Investment  Management,  Inc.,  dated  August 1,  1997  (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  33 to  the  Registration  Statement  of the  American  Century
                  Government   Income   Trust  on  July  31,   1997,   Accession
                  #773674-97-000014).

         (e)      (1)Distribution  Agreement between American Century California
                  Tax-Free and Municipal Funds and American  Century  Investment
                  Services,   Inc.   dated  as  of   August   1,   1997   (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  33 to  the  Registration  Statement  of the  American  Century
                  Government   Income   Trust  on  July  31,   1997,   Accession
                  #773674-97-000014).

                  (2)Amendment No. 1 to Distribution  Agreement between American
                  Century  California  Tax-Free  and  Municipal  Funds and Funds
                  Distributor, Inc., dated June 1, 1998 (filed electronically as
                  an  Exhibit  to   Post-Effective   Amendment  No.  23  to  the
                  Registration Statement of American Century Quantitative Equity
                  Funds on June 29, 1998, Accession #827060-98-000010).

                  (3)Amendment No. 2 to Distribution  Agreement between American
                  Century  California  Tax-Free  and  Municipal  Funds and Funds
                  Distributor,    Inc.,    dated   December   1,   1998   (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  12 to the  Registration  Statement of American  Century  World
                  Mutual Funds, Inc., File No. 33-39242 on November 13, 1998).

                  (4)Amendment No. 3 to Distribution  Agreement between American
                  Century  California  Tax-Free  and  Municipal  Funds and Funds
                  Distributor,  Inc.,  dated January 29, 1999 (filed herewith as
                  EX-99.e4).

         (f)      Not applicable.

         (g)      Custodian   Agreement  between  American  Century   California
                  Tax-Free and  Municipal  Funds and The Chase  Manhattan  Bank,
                  dated  August 9, 1996 (filed  electronically  as an Exhibit to
                  Post-Effective  Amendment No. 31 to the Registration Statement
                  of the American Century Government Income Trust on February 7,
                  1997, Accession #773674-97-000002).

         (h)      (1)Transfer   Agency   Agreement   between   American  Century
                  California  Tax-Free and Municipal Funds and American  Century
                  Services   Corporation,    dated   August   1,   1997   (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  33 to  the  Registration  Statement  of the  American  Century
                  Government   Income   Trust  on  July  31,   1997,   Accession
                  #773674-97-000014).

                  (2)Amendment to Transfer  Agency  Agreement  between  American
                  Century  California  Tax-Free and Municipal Funds and American
                  Century  Services  Corporation,  dated  June 29,  1998  (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  23  to  the   Registration   Statement  of  American   Century
                  Quantitative   Equity  Funds  on  June  29,  1998,   Accession
                  #827060-98-000010).

         (i)      Opinion and consent of counsel (filed herewith as EX-99.i).

         (j)      (1)Consent   of   PricewaterhouseCoopers    LLP,   independent
                  accountants (filed herewith as EX-99.j1).

                  (2)Consent of KPMG Peat  Marwick,  LLP,  independent  auditors
                  (filed herewith as EX-99.j2).

                  (3)Power of Attorney dated  December 18, 1998, (filed herewith
                  as EX-99.j3).

         (k)      Not applicable.

         (l)      Not applicable.

         (m)      Not applicable.

         (n)      (1)FDS - California Tax-Free Money Market Fund.

                  (2)FDS - California Municipal Money Market Fund.

                  (3)FDS - California Intermediate-Term Tax-Free Fund.

                  (4)FDS - California Long-Term Tax-Free Fund.

                  (5)FDS - California High-Yield Municipal Fund.

                  (6)FDS - California Insured Tax-Free Fund.

                  (7)FDS - California Limited-Term Tax-Free Fund.

         (o)      Not applicable.


Item 24. Persons Controlled by or Under Common Control with Registrant.

         None.

Item 25. Indemnification.

         As stated in  Article  V,  Section  1(t) of the  Declaration  of Trust,
         incorporated  herein by reference to Exhibit (a)(1) to the Registration
         Statement, Powers of the Trustees "To purchase and pay for entirely out
         of Trust property, insurance of any kind, including without limitation,
         insurance  on behalf of any person  who is or was a  trustee,  officer,
         employee or agent of the Trust,  or is or was serving at the request of
         the Trust as a trustee, director, officer, agent or employee of another
         corporation,  partnership,  joint venture, trust or other such capacity
         or arising out of his status as such;"

         Registrant hereby incorporates by reference,  as though set forth fully
         herein,  Article  VI of the  Registrant's  Bylaws,  amended on March 9,
         1998, appearing as Exhibit (b)(2) to Post-Effective Amendment No. 28.

Item 26. Business and Other Connections of Investment Advisor.

         American Century Investment Management, Inc., the investment advisor to
         each of the Registrant's  funds, is engaged in the business of managing
         investments for registered investment companies,  deferred compensation
         plans and other institutional investors.

Item 27. Principal Underwriters.

         (a) Funds  Distributor,  Inc.  (the  "Distributor")  acts as  principal
         underwriter for the following investment companies.

          American Century California Tax-Free and Municipal Funds
          American Century Capital Portfolios, Inc.
          American Century Government Income Trust
          American Century International Bond Funds
          American Century Investment Trust                  
          American Century Municipal Trust                   
          American Century Mutual Funds, Inc.                
          American Century Premium Reserves, Inc.            
          American Century Quantitative Equity Funds         
          American Century Strategic Asset Allocations, Inc. 
          American Century Target Maturities Trust           
          American Century Variable Portfolios, Inc.         
          American Century World Mutual Funds, Inc.          
          The Brinson Funds                                  
          Dresdner RCM Capital Funds, Inc.                   
          Dresdner RCM Equity Funds, Inc.                    
          Founders Funds, Inc.                               
          Harris Insight Funds Trust                         
          HT Insight Funds, Inc. d/b/a Harris Insight Funds  
          J.P. Morgan Institutional Funds                    
          J.P. Morgan Funds                                  
          JPM Series Trust                                   
          JPM Series Trust II                                
          LaSalle Partners Funds, Inc.                       
          Kobrick-Cendant Investment Trust                   
          Merrimac Series                                    
          Monetta Fund, Inc.                                 
          Monetta Trust                                      
          The Montgomery Funds I                             
          The Montgomery Funds II                            
          The Munder Framlington Funds Trust            
          The Munder Funds Trust                        
          The Munder Funds, Inc.                        
          National Investors Cash Management Fund, Inc. 
          Orbitex Group of Funds                        
          SG Cowen Funds, Inc.                          
          SG Cowen Income + Growth Fund, Inc.           
          SG Cowen Standby Reserve Fund, Inc.           
          SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
          SG Cowen Series Funds, Inc.                   
          St. Clair Funds, Inc.                         
          The Skyline Funds                             
          Waterhouse Investors Family of Funds, Inc.    
          WEBS Index Fund, Inc.                         

         The   Distributor  is  registered  with  the  Securities  and  Exchange
         Commission  as  a  broker-dealer  and  is  a  member  of  the  National
         Association  of Securities  Dealers.  The  Distributor is located at 60
         State Street, Suite 1300, Boston,  Massachusetts 02109. The Distributor
         is an indirect  wholly-owned  subsidiary of Boston Institutional Group,
         Inc., a holding  company all of whose  outstanding  shares are owned by
         key employees.

         (b) The  following is a list of the executive  officers,  directors and
         partners of the Distributor:

<TABLE>
Name and Principal Business          Positions and Offices with          Positions and Offices with
Address*                             Underwriter                         Registrant

<S>                                 <C>                                 <C>
Marie E. Connolly                    Director, President and Chief       none
                                     Executive Officer

George A. Rio                        Executive Vice President            President, Principal Executive
                                                                         and Principal Financial Officer

Donald R. Roberson                   Executive Vice President            none

William S. Nichols                   Executive Vice President            none

Margaret W. Chambers                 Senior Vice President,              none
                                     General Counsel, Chief
                                     Compliance Officer,
                                     Secretary and Clerk

Michael S. Petrucelli                Senior Vice President               none

Joseph F. Tower, III                 Director, Senior Vice President,    none
                                     Treasurer and Chief Financial
                                     Officer

Paula R. David                       Senior Vice President               none

Gary S. MacDonald                    Senior Vice President               none

Judith K. Benson                     Senior Vice President               none

Allen B. Closser                     Senior Vice President               none

Bernard A. Whalen                    Senior Vice President               none

William J. Nutt                      Chairman and Director               none
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>

         (c) Not applicable.

Item 28. Location of Accounts and Records.

         All accounts,  books and other  documents  required to be maintained by
         Section  31(a) of the 1940 Act, and the rules  promulgated  thereunder,
         are  in  the  possession  of  Registrant,   American  Century  Services
         Corporation  and American  Century  Investment  Management,  Inc.,  all
         located at 4500 Main Street, Kansas City, Missouri 64111.

Item 29. Management Services.

         Not applicable.

Item 30. Undertakings.

         Not applicable.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for  effectiveness  of this 1933  Post-Effective  Amendment  No. 28 and 1940 Act
Amendment  No.  32  to  its  Registration  Statement  pursuant  to  Rule  485(b)
promogulated  under the Securities Act of 1933, as amended,  and has duly caused
this Post-Effective Amendment No. 28/Amendment No. 32 to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in the City of Kansas City, and
State of Missouri, on the 28th day of December, 1998.

                     AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


                     By:  /*/George A. Rio
                          George A. Rio
                          President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment No. 28/Amendment No. 32 has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                                                   Date
<S>                                  <C>                                           <C>
*                                    President, Principal Executive and            December 28, 1998
- ---------------------------------    Principal Financial Officer
George A. Rio

*                                    Vice President and Treasurer                  December 28, 1998
- ---------------------------------
Maryanne Roepke

*                                    Chairman of the Board and Trustee             December 28, 1998
- ---------------------------------    
James E. Stowers III

*                                    Trustee                                       December 28, 1998
- ---------------------------------    
William M. Lyons

*                                    Trustee                                       December 28, 1998
- ---------------------------------
Albert A. Eisenstat

*                                    Trustee                                       December 28, 1998
- ---------------------------------
Ronald J. Gilson

*                                    Trustee                                       December 28, 1998
- ---------------------------------
Myron S. Scholes

*                                    Trustee                                       December 28, 1998
- ---------------------------------
Kenneth E. Scott

*                                    Trustee                                       December 28, 1998
- ---------------------------------
Isaac Stein

*                                    Trustee                                       December 28, 1998
- ---------------------------------
Jeanne D. Wohlers

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

EXHIBIT     DESCRIPTION

EX-99.a1    Amended  Declaration of Trust dated May 31, 1995 (filed as a part of
            Post-Effective  Amendment  No. 22 to the  Registration  Statement on
            Form  N-1A  of  the  Registrant  on  October  27,  1995,   Accession
            #717316-95-000007).

EX-99.a2    Amendment  to  the   Declaration  of  Trust  (filed  as  a  part  of
            Post-Effective  Amendment  No. 25 to the  Registration  Statement on
            Form  N-1A  of  the  Registrant  on  December  15,  1997,  Accession
            #717316-97-000012).

EX-99.b1    Amended and  Restated  Bylaws dated May 17, 1995 (filed as a part of
            Post-Effective  Amendment  No. 22 to the  Registration  Statement on
            Form  N-1A  of  the  Registrant  on  October  27,  1995,   Accession
            #717316-95-000007).

EX-99.b2    Amended and Restated  Bylaws dated March 9, 1998 (filed as a part of
            Post-Effective Amendment No. 7 to the Registration Statement on Form
            N-1A of American Century Investment Trust on May 13, 1998, Accession
            #908406-98-000006).

EX-99.d     Investor  Class  Management   Agreement   between  American  Century
            California   Tax-Free  and  Municipal  Funds  and  American  Century
            Investment  Management,  Inc., dated August 1, 1997 (filed as a part
            of Post-Effective  Amendment No. 33 to the Registration Statement on
            Form N-1A of American  Century  Government  Income Trust on July 31,
            1997, Accession #773674-97-000014).

EX-99.e1    Distribution  Agreement between American Century California Tax-Free
            and Municipal Funds and American Century Investment  Services,  Inc.
            dated  as of  August  1,  1997  (filed  as a part of  Post-Effective
            Amendment No. 33 to the  Registration  Statement on Form N-1A of the
            American  Century  Government  Income  Trust filed on July 31, 1997,
            Accession #773674-97-000014).

EX-99.e2    Amendment No. 1 to Distribution  Agreement  between American Century
            California Tax-Free and Municipal Funds and Funds Distributor,  Inc.
            dated  as of  June  1,  1998  (filed  as a  part  of  Post-Effective
            Amendment  No.  23 to the  Registration  Statement  on Form  N-1A of
            American  Century  Quantitative  Equity  Funds  on  June  29,  1998,
            Accession #827060-98-000010).

EX-99.e3    Amendment No. 2 to Distribution  Agreement  between American Century
            California Tax-Free and Municipal Funds and Funds Distributor,  Inc.
            dated as of  December  1, 1998  (filed  as a part of  Post-Effective
            Amendment  No.  12 to the  Registration  Statement  on Form  N-1A of
            American Century World Mutual Funds, Inc., File No. 33-39242,  filed
            on November 13, 1998, and incorporated herein by reference).

EX-99.e4    Amendment No. 3 to Distribution  Agreement  between American Century
            California Tax-Free and Municipal Funds and Funds Distributor,  Inc.
            dated as of January 29, 1999 is included herein.

EX-99.g     Custodian Agreement between American Century California Tax-Free and
            Municipal Funds and The Chase Manhattan Bank,  dated August 9, 1996,
            (filed  as  a  part  of  Post-Effective  Amendment  No.  31  to  the
            Registration  Statement on Form N-1A of American Century  Government
            Income    Trust    filed   on    February    7,   1997,    Accession
            #773674-97-000002).

EX-99.h1    Transfer  Agency  Agreement  between  American  Century   California
            Tax-Free  and  Municipal   Funds  and  American   Century   Services
            Corporation,   dated   August   1,   1997,   (filed  as  a  part  of
            Post-Effective  Amendment  No. 33 to the  Registration  Statement on
            Form N-1A of American  Century  Government  Income Trust on July 31,
            1997, Accession #773674-97-000014).

EX-99.h2    Amendment to Transfer  Agency  Agreement  between  American  Century
            California   Tax-Free  and  Municipal  Funds  and  American  Century
            Services  Corporation  dated  June  29,  1998  (filed  as a part  of
            Post-Effective  Amendment  No. 23 to the  Registration  Statement on
            Form N-1A of American Century  Quantitative Equity Funds on June 29,
            1998, Accession #827060-98-000010).

EX-99.i     Opinion and consent of counsel.

EX-99.j1    Consent of  PricewaterhouseCoopers  LLP, independent  accountants is
            included herein.

EX-99.j2    Consent of KPMG Peat Marwick,  LLP, independent auditors is included
            herein.

EX-99.j3    Power of Attorney dated December 18, 1998, is included herein.

EX-27.4.1   FDS - California Tax-Free Money Market Fund.

EX-27.4.2   FDS - California Municipal Money Market Fund.

EX-27.5.3   FDS - California Intermediate-Term Tax-Free Fund.

EX-27.5.4   FDS - California Long-Term Tax-Free Fund.

EX-27.5.5   FDS - California High-Yield Municipal Fund.

EX-27.5.6   FDS - California Insured Tax-Free Fund.

EX-27.5.7   FDS - California Limited-Term Tax-Free Fund.

                   AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT


         THIS AMENDMENT NO. 3 TO  DISTRIBUTION  AGREEMENT is made as of the 29th
of January,  1999,  by and between  each of the open end  management  investment
companies listed on Schedule A, attached  hereto,  as of the dates noted on such
Schedule A, together  with all other open end  management  investment  companies
subsequently  established  and made subject to this Agreement in accordance with
Section  16  (the  "Issuers")  and  Funds  Distributor,   Inc.  ("Distributor").
Capitalized  terms not otherwise  defined herein shall have the meaning ascribed
to them in the Distribution Agreement.

                                    RECITALS

         WHEREAS,   the  Issuers  and  Distributor  are  parties  to  a  certain
Distribution Agreement dated January 15, 1998, amended June 1, 1998 and December
1, 1998 (the "Distribution Agreement"); and

         WHEREAS, American Century Capital Portfolios,  Inc. has added a series,
American Century Equity Index Fund; and

         WHEREAS,  American  Century  Mutual  Funds,  Inc.  has  added a series,
American Century Tax-Managed Value Fund; and

         WHEREAS, the parties desire to amend the Distribution  Agreement to add
the new series, and multiple classes; and

         WHEREAS, the parties desire to amend the language regarding the renewal
of the Distribution Agreement.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereto agree as follows:

         1. The new  series are  hereby  added as  parties  to the  Distribution
Agreement.

         2.  Schedules  A, B, C, D and E to  Distribution  Agreement  are hereby
amended by deleting  the text thereof in their  entirety  and  inserting in lieu
therefor the Schedules A, B, C, D and E attached hereto.

         3. Section  13(a) of the  Distribution  Agreement is hereby  amended by
deleting the last two sentences thereof.

         4. After the date hereof, all references to the Distribution  Agreement
shall be deemed to mean the Distribution  Agreement, as amended by Amendment No.
1, Amendment 2 and this Amendment No. 3.

         5. In the event of a conflict  between the terms of this  Amendment No.
3, Amendment No. 2, Amendment No. 1 and the  Distribution  Agreement,  it is the
intention of the parties that the terms of this  Amendment  No. 3 shall  control
and the Distribution Agreement shall be interpreted on that basis. To the extent
the provisions of the Distribution Agreement,  Amendment No. 1 and Amendment No.
2 have not been amended by this  Amendment No. 3, the parties hereby confirm and
ratify the Distribution Agreement.

         6. This  Amendment  No. 3 may be executed in two or more  counterparts,
each of which shall be an original and all of which  together  shall  constitute
one instrument.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment No. 3
as of the date first above written.

                        FUNDS DISTRIBUTOR, INC.


                        By:   /s/ Marie E. Connolly
                        Name:   Marie E. Connolly
                        Title:  President and CEO

                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                        AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                        AMERICAN CENTURY GOVERNMENT INCOME TRUST
                        AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                        AMERICAN CENTURY INVESTMENT TRUST
                        AMERICAN CENTURY MUNICIPAL TRUST
                        AMERICAN CENTURY MUTUAL FUNDS, INC.
                        AMERICAN CENTURY PREMIUM RESERVES, INC.
                        AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                        AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                        AMERICAN CENTURY TARGET MATURITIES TRUST
                        AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
                        AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                        By:    /s/ David C. Tucker
                               David C. Tucker
                               Vice President of each of the Issuers
<PAGE>
<TABLE>
                                   SCHEDULE A

           Companies and Funds Covered by this Distribution Agreement
Fund                                                                            Date of Agreement

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
<S>      <C>                                                                    <C> 
0        Benham California Municipal Money Market Fund                          January 15, 1998
0        Benham California High-Yield Municipal Fund                            January 15, 1998
0        Benham California Tax-Free Money Market Fund                           January 15, 1998
0        Benham California Limited Term Tax-Free Fund                           January 15, 1998
0        Benham California Intermediate-Term Tax-Free Fund                      January 15, 1998
0        Benham California Long-Term Tax-Free Fund                              January 15, 1998
0        Benham California Insured Tax-Free Fund                                January 15, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        American Century Equity Income Fund                                    January 15, 1998
0        American Century Real Estate Fund                                      January 15, 1998
0        American Century Value Fund                                            January 15, 1998
0        American Century Small Cap Value Fund                                  July 30, 1998
0        American Century Equity Index Fund                                     January 29, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0        Benham Short-Term Treasury Fund                                        January 15, 1998
0        Benham Intermediate-Term Treasury Fund                                 January 15, 1998
0        Benham Long-Term Treasury Fund                                         January 15, 1998
0        Benham Government Agency Money Market Fund                             January 15, 1998
0        Benham Short-Term Government Fund                                      January 15, 1998
0        Benham GNMA Fund                                                       January 15, 1998
0        Benham Inflation-Adjusted Treasury Fund                                January 15, 1998
0        Benham Capital Preservation Fund                                       January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0        Benham International Bond Fund                                         January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
0        Benham Prime Money Market Fund                                         January 15, 1998

AMERICAN CENTURY MUNICIPAL TRUST
0        Benham Arizona Intermediate-Term Municipal Fund                        January 15, 1998
0        Benham Florida Municipal Money Market Fund                             January 15, 1998
0        Benham Florida Intermediate-Term Municipal Fund                        January 15, 1998
0        Benham Tax-Free Money Market Fund                                      January 15, 1998
0        Benham Intermediate-Term Tax-Free Fund                                 January 15, 1998
0        Benham Long-Term Tax-Free Fund                                         January 15, 1998
0        Benham Limited-Term Tax-Free Fund                                      January 15, 1998
0        Benham High-Yield Municipal Fund                                       March 31, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        American Century Balanced Fund                                         January 15, 1998
0        Twentieth Century Growth Fund                                          January 15, 1998
0        Twentieth Century Heritage Fund                                        January 15, 1998
0        Benham Intermediate-Term Bond Fund                                     January 15, 1998
0        Benham Limited-Term Bond Fund                                          January 15, 1998
0        Benham Bond Fund                                                       January 15, 1998
0        Twentieth Century Select Fund                                          January 15, 1998
0        Twentieth Century Ultra Fund                                           January 15, 1998
0        Twentieth Century Vista Fund                                           January 15, 1998
0        Twentieth Century Giftrust                                             January 15, 1998
0        Twentieth Century New Opportunities Fund                               January 15, 1998
0        Benham High Yield Fund                                                 January 15, 1998
0        American Century Tax-Managed Value Fund                                February 15, 1999

AMERICAN CENTURY PREMIUM RESERVES, INC.
0        Benham Premium Government Reserve Fund                                 January 15, 1998
0        Benham Premium Capital Reserve Fund                                    January 15, 1998
0        Benham Premium Managed Bond Fund                                       January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        American Century Equity Growth Fund                                    January 15, 1998
0        American Century Income & Growth Fund                                  January 15, 1998
0        American Century Global Gold Fund                                      January 15, 1998
0        American Century Global Natural Resources Fund                         January 15, 1998
0        American Century Utilities Fund                                        January 15, 1998
0        American Century Small Cap Quantitative Fund                           July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        American Century Strategic Allocation: Aggressive                      January 15, 1998
0        American Century Strategic Allocation: Conservative                    January 15, 1998
0        American Century Strategic Allocation: Moderate                        January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
0        Benham Target Maturities Trust:  2000                                  January 15, 1998
0        Benham Target Maturities Trust:  2005                                  January 15, 1998
0        Benham Target Maturities Trust:  2010                                  January 15, 1998
0        Benham Target Maturities Trust:  2015                                  January 15, 1998
0        Benham Target Maturities Trust:  2020                                  January 15, 1998
0        Benham Target Maturities Trust:  2025                                  January 15, 1998

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
0        American Century VP Advantage                                          January 15, 1998
0        American Century VP Balanced                                           January 15, 1998
0        American Century VP Capital Appreciation                               January 15, 1998
0        American Century VP International                                      January 15, 1998
0        American Century VP Income & Growth                                    January 15, 1998
0        American Century VP Value                                              January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Twentieth Century Emerging Markets Fund                                January 15, 1998
0        Twentieth Century International Growth Fund                            January 15, 1998
0        Twentieth Century International Discovery Fund                         January 15, 1998
0        Twentieth Century Global Growth Fund                                   December 1, 1998
<PAGE>
                                   SCHEDULE B

                              Investor Class Funds
Fund                                                                            Date of Agreement

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
0        Benham California Municipal Money Market Fund                          January 15, 1998
0        Benham California High-Yield Municipal Fund                            January 15, 1998
0        Benham California Tax-Free Money Market Fund                           January 15, 1998
0        Benham California Limited Term Tax-Free Fund                           January 15, 1998
0        Benham California Intermediate-Term Tax-Free Fund                      January 15, 1998
0        Benham California Long-Term Tax-Free Fund                              January 15, 1998
0        Benham California Insured Tax-Free Fund                                January 15, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        American Century Equity Income Fund1                                   January 15, 1998
0        American Century Real Estate Fund1                                     January 15, 1998
0        American Century Value Fund1                                           January 15, 1998
0        American Century Small Cap Value Fund                                  July 30, 1998
0        American Century Equity Index Fund1                                    January 29, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0        Benham Short-Term Treasury Fund1                                       January 15, 1998
0        Benham Intermediate-Term Treasury Fund1                                January 15, 1998
0        Benham Long-Term Treasury Fund1                                        January 15, 1998
0        Benham Government Agency Money Market Fund1                            January 15, 1998
0        Benham Short-Term Government Fund1                                     January 15, 1998
0        Benham GNMA Fund1                                                      January 15, 1998
0        Benham Inflation-Adjusted Treasury Fund1                               January 15, 1998
0        Benham Capital Preservation Fund                                       January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0        Benham International Bond Fund1                                        January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
0        Benham Prime Money Market Fund1                                        June 1, 1998

AMERICAN CENTURY MUNICIPAL TRUST
0        Benham Arizona Intermediate-Term Municipal Fund                        January 15, 1998
0        Benham Florida Municipal Money Market Fund                             January 15, 1998
0        Benham Florida Intermediate-Term Municipal Fund                        January 15, 1998
0        Benham Tax-Free Money Market Fund                                      January 15, 1998
0        Benham Intermediate-Term Tax-Free Fund                                 January 15, 1998
0        Benham Long-Term Tax-Free Fund                                         January 15, 1998
0        Benham Limited-Term Tax-Free Fund                                      January 15, 1998
0        Benham High-Yield Municipal Fund                                       March 31, 1998

0        AMERICAN CENTURY MUTUAL FUNDS, INC.

0        American Century Balanced Fund1                                        January 15, 1998
0        Twentieth Century Growth Fund1                                         January 15, 1998
0        Twentieth Century Heritage Fund1                                       January 15, 1998
0        Benham Intermediate-Term Bond Fund1                                    January 15, 1998
0        Benham Limited-Term Bond Fund1                                         January 15, 1998
0        Benham Bond Fund1                                                      January 15, 1998
0        Twentieth Century Select Fund1                                         January 15, 1998
0        Twentieth Century Ultra Fund1                                          January 15, 1998
0        Twentieth Century Vista Fund1                                          January 15, 1998
0        Twentieth Century Giftrust                                             January 15, 1998
0        Twentieth Century New Opportunities Fund                               January 15, 1998
0        Benham High Yield Fund                                                 January 15, 1998
0        American Century Tax-Managed Value Fund                                February 15, 1999

AMERICAN CENTURY PREMIUM RESERVES, INC.
0        Benham Premium Government Reserve Fund                                 January 15, 1998
0        Benham Premium Capital Reserve Fund                                    January 15, 1998
0        Benham Premium Bond Fund                                               January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        American Century Equity Growth Fund1                                   January 15, 1998
0        American Century Income & Growth Fund1                                 January 15, 1998
0        American Century Global Gold Fund1                                     January 15, 1998
0        American Century Global Natural Resources Fund1                        January 15, 1998
0        American Century Utilities Fund1                                       January 15, 1998
0        American Century Small Cap Quantitative Fund1                          July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        American Century Strategic Allocation: Aggressive1                     January 15, 1998
0        American Century Strategic Allocation: Conservative1                   January 15, 1998
0        American Century Strategic Allocation: Moderate1                       January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
0        Benham Target Maturities Trust:  20001                                 January 15, 1998
0        Benham Target Maturities Trust:  20051                                 January 15, 1998
0        Benham Target Maturities Trust:  20101                                 January 15, 1998
0        Benham Target Maturities Trust:  20151                                 January 15, 1998
0        Benham Target Maturities Trust:  20201                                 January 15, 1998
0        Benham Target Maturities Trust:  20251                                 January 15, 1998

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
0        American Century VP Advantage                                          January 15, 1998
0        American Century VP Balanced                                           January 15, 1998
0        American Century VP Capital Appreciation                               January 15, 1998
0        American Century VP International                                      January 15, 1998
0        American Century VP Income & Growth                                    January 15, 1998
0        American Century VP Value                                              January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Twentieth Century Emerging Markets Fund1                               January 15, 1998
0        Twentieth Century International Growth Fund1                           January 15, 1998
0        Twentieth Century International Discovery Fund1                        January 15, 1998
0        Twentieth Century Global Growth Fund1                                  December 1, 1998

- --------
1 Multiple Classes of Shares
<PAGE>
                                   SCHEDULE C

                            Institutional Class Funds

Fund                                                                            Date of Agreement

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        American Century Equity Income Fund                                    January 15, 1998
0        American Century Real Estate Fund                                      January 15, 1998
0        American Century Value Fund                                            January 15, 1998
0        American Century Small Cap Value Fund                                  July 30, 1998
0        American Century Equity Index Fund                                     January 29, 1999

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        American Century Balanced Fund                                         January 15, 1998
0        Twentieth Century Growth Fund                                          January 15, 1998
0        Twentieth Century Heritage Fund                                        January 15, 1998
0        Twentieth Century Select Fund                                          January 15, 1998
0        Twentieth Century Ultra Fund                                           January 15, 1998
0        Twentieth Century Vista Fund                                           January 15, 1998
0        American Century Tax-Managed Value Fund                                February 15, 1999

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        American Century Equity Growth Fund                                    January 15, 1998
0        American Century Income & Growth Fund                                  January 15, 1998
0        American Century Small Cap Quantitative Fund                           July 30, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Twentieth Century Emerging Markets Fund                                January 15, 1998
0        Twentieth Century International Growth Fund                            January 15, 1998
0        Twentieth Century International Discovery Fund                         January 15, 1998
0        Twentieth Century Global Growth Fund                                   December 1, 1998
<PAGE>
                                   SCHEDULE D

                               Service Class Funds
Fund                                                                            Date of Agreement

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        American Century Equity Income Fund                                    January 15, 1998
0        American Century Real Estate Fund                                      January 15, 1998
0        American Century Value Fund                                            January 15, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        American Century Balanced Fund                                         January 15, 1998
0        Twentieth Century Growth Fund                                          January 15, 1998
0        Twentieth Century Heritage Fund                                        January 15, 1998
0        Benham Intermediate-Term Bond Fund                                     January 15, 1998
0        Benham Limited-Term Bond Fund                                          January 15, 1998
0        Benham Bond Fund                                                       January 15, 1998
0        Twentieth Century Select Fund                                          January 15, 1998
0        Twentieth Century Ultra Fund                                           January 15, 1998
0        Twentieth Century Vista Fund                                           January 15, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        American Century Strategic Allocation: Aggressive                      January 15, 1998
0        American Century Strategic Allocation: Conservative                    January 15, 1998
0        American Century Strategic Allocation: Moderate                        January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Twentieth Century Emerging Markets Fund                                January 15, 1998
0        Twentieth Century International Growth Fund                            January 15, 1998
0        Twentieth Century International Discovery Fund                         January 15, 1998
<PAGE>
                                   SCHEDULE E

                               Advisor Class Funds

Fund                                                                            Date of Agreement

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        American Century Equity Income Fund                                    January 15, 1998
0        American Century Value Fund                                            January 15, 1998
0        American Century Real Estate Fund                                      January 15, 1998
0        American Century Small Cap Value Fund                                  July 30, 1998

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0        Benham Short-Term Treasury Fund                                        January 15, 1998
0        Benham Intermediate-Term Treasury Fund                                 January 15, 1998
0        Benham Long-Term Treasury Fund                                         January 15, 1998
0        Benham Government Agency Money Market Fund                             January 15, 1998
0        Benham Short-Term Government Fund                                      January 15, 1998
0        Benham GNMA Fund                                                       January 15, 1998
0        Benham Inflation-Adjusted Treasury Fund                                January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0        Benham International Bond Fund                                         January 15, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        American Century Balanced Fund                                         January 15, 1998
0        Twentieth Century Growth Fund                                          January 15, 1998
0        Twentieth Century Heritage Fund                                        January 15, 1998
0        Benham Intermediate-Term Bond Fund                                     January 15, 1998
0        Benham Limited-Term Bond Fund                                          January 15, 1998
0        Benham Bond Fund                                                       January 15, 1998
0        Twentieth Century Select Fund                                          January 15, 1998
0        Twentieth Century Ultra Fund                                           January 15, 1998
0        Twentieth Century Vista Fund                                           January 15, 1998
0        Benham High Yield Fund                                                 January 15, 1998
0        American Century Tax-Managed Value Fund                                February 15, 1999

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        American Century Equity Growth Fund                                    January 15, 1998
0        American Century Income & Growth Fund                                  January 15, 1998
0        American Century Global Gold Fund                                      January 15, 1998
0        American Century Global Natural Resources Fund                         January 15, 1998
0        American Century Utilities Fund                                        January 15, 1998
0        American Century Small Cap Quantitative Fund                           July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        American Century Strategic Allocation: Aggressive                      January 15, 1998
0        American Century Strategic Allocation: Conservative                    January 15, 1998
0        American Century Strategic Allocation: Moderate                        January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
0        Benham Target Maturities Trust:  2000                                  January 15, 1998
0        Benham Target Maturities Trust:  2005                                  January 15, 1998
0        Benham Target Maturities Trust:  2010                                  January 15, 1998
0        Benham Target Maturities Trust:  2015                                  January 15, 1998
0        Benham Target Maturities Trust:  2020                                  January 15, 1998
0        Benham Target Maturities Trust:  2025                                  January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Twentieth Century Emerging Markets Fund                                January 15, 1998
0        Twentieth Century International Growth Fund                            January 15, 1998
0        Twentieth Century International Discovery Fund                         January 15, 1998
0        Twentieth Century Global Growth Fund                                   December 1, 1998

AMERICAN CENTURY INVESTMENT TRUST
0        Benham Prime Money Market Fund                                         June 1, 1998
</TABLE>

                               CHARLES C.S. PARK
                                ATTORNEY AT LAW

                              1665 CHARLESTON ROAD
                        MOUNTAIN VIEW, CALIFORNIA 94043

                            TELEPHONE (650)965-8300
                            TELECOPIER (650)964-9591

December 28, 1998

American Century California Tax-Free and Municipal Funds
American Century Tower
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

     As counsel to American Century California Tax-Free and Municipal Funds (the
"Trust"), I am generally familiar with its affairs. Based upon this familiarity,
and upon the  examination  of such  documents  as I  deemed  relevant,  it is my
opinion  that the  shares  of the  Trust  described  in 1933 Act  Post-Effective
Amendment No. 28 and 1940 Act Amendment No. 32 to its Registration  Statement on
Form N-1A, to be filed with the Securities  and Exchange  Commission on December
28, 1998, will, when issued, be validly issued, fully paid and nonassessable.

     For the  record,  it should be stated  that I am an  employee  of  American
Century  Services  Corporation,  an affiliated  corporation of American  Century
Investment Management, Inc., the investment advisor of the Corporation.

     I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 28 and Amendment No. 32, referenced above.

                                 Very truly yours,

                                 /s/Charles C.S. Park
                                 Charles C.S. Park

                       Consent of Independent Accountants

We consent to the incorporation by reference in Post-Effective  Amendment No. 28
to the Registration Statement 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 the American Century-Benham California
Insured  Tax-Free  Fund  (all  of the  funds  comprising  the  American  Century
California  Tax-Free  and  Municipal  Funds ) on Form N-1A of our reports  dated
October  14, 1998  on our  audits  of 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 the American  Century-Benham  California  Insured Tax-Free Fund, which
reports are  included in the Annual  Report to  Shareholders  for the year ended
August 31, 1998 which are incorporated by reference in Post-Effective  Amendment
No. 28 to the  Registration  Statement.  We also consent to the reference in the
Statement of Additional  Information to our Firm under the caption  "Independent
Accountants."


Kansas City, Missouri
December 23, 1998

                        Independent Auditors' Consent


The Board of Trustees
American Century California Tax-Free and Municipal Funds:

We consent  to the use of our report  dated  October  3, 1997  included  in your
registration statement.


Kansas City, Missouri
December 28, 1998

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  American Century
California  Tax-Free and Municipal Funds,  hereinafter  called the "Trust",  and
certain  trustees and officers of the Trust,  do hereby  constitute  and appoint
George A. Rio, David C. Tucker,  Douglas A. Paul,  Charles A.  Etherington,  and
Charles  C.S.  Park,  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 18th day of December, 1998.

                                            AMERICAN CENTURY CALIFORNIA TAX-FREE
                                            AND MUNICIPAL FUNDS


                                            By:/s/George A. Rio, President
                                               George A. Rio, President

                               SIGNATURE AND TITLE

/s/George A. Rio                                     /s/Ronald J. Gilson
George A. Rio                                        Ronald J. Gilson
President, Principal Executive and Principal         Trustee
Financial Officer

/s/Maryanne Roepke                                    /s/Myron S. Scholes
Maryanne Roepke                                       Myron S. Scholes
Vice President and Treasurer                          Trustee


/s/James E. Stowers, III                              /s/Kenneth E. Scott
James E. Stowers, III                                 Kenneth E. Scott
Trustee                                               Trustee


/s/William M. Lyons                                   /s/Isaac Stein
William M. Lyons                                      Isaac Stein
Trustee                                               Trustee


/s/Albert A. Eisenstat                                /s/Jeanne D. Wohlers
Albert A. Eisenstat                                   Jeanne D. Wohlers
Trustee                                               Trustee

Attest: 
By:/s/Douglas A. Paul                                   
   Douglas A. Paul, Secretary

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF  AMERICAN  CENTURY  CALIFORNIA  TAX-FREE  AND  MUNICIPAL  FUNDS AND IS
QUALIFIED IN ITS ENTIRELY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000717316
<NAME> AMERICAN CENTURY 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-31-1998
<PERIOD-END>                                     AUG-31-1998
<INVESTMENTS-AT-COST>                               456,861,275
<INVESTMENTS-AT-VALUE>                              456,861,275
<RECEIVABLES>                                         2,351,137
<ASSETS-OTHER>                                        1,121,640
<OTHER-ITEMS-ASSETS>                                          0
<TOTAL-ASSETS>                                      460,334,052
<PAYABLE-FOR-SECURITIES>                              2,427,024
<SENIOR-LONG-TERM-DEBT>                                       0
<OTHER-ITEMS-LIABILITIES>                             1,913,468
<TOTAL-LIABILITIES>                                   4,340,492
<SENIOR-EQUITY>                                     455,993,563
<PAID-IN-CAPITAL-COMMON>                                      0
<SHARES-COMMON-STOCK>                               455,993,560
<SHARES-COMMON-PRIOR>                               417,784,475
<ACCUMULATED-NII-CURRENT>                               299,086
<OVERDISTRIBUTION-NII>                                        0
<ACCUMULATED-NET-GAINS>                               (299,089)
<OVERDISTRIBUTION-GAINS>                                      0
<ACCUM-APPREC-OR-DEPREC>                                      0
<NET-ASSETS>                                        455,993,560
<DIVIDEND-INCOME>                                             0
<INTEREST-INCOME>                                    15,542,270
<OTHER-INCOME>                                                0
<EXPENSES-NET>                                        2,171,919
<NET-INVESTMENT-INCOME>                              13,370,351
<REALIZED-GAINS-CURRENT>                                      0
<APPREC-INCREASE-CURRENT>                                     0
<NET-CHANGE-FROM-OPS>                                13,369,771
<EQUALIZATION>                                                0
<DISTRIBUTIONS-OF-INCOME>                            13,369,357
<DISTRIBUTIONS-OF-GAINS>                                      0
<DISTRIBUTIONS-OTHER>                                         0
<NUMBER-OF-SHARES-SOLD>                             434,812,626
<NUMBER-OF-SHARES-REDEEMED>                         409,349,170
<SHARES-REINVESTED>                                  12,745,632
<NET-CHANGE-IN-ASSETS>                               38,209,502
<ACCUMULATED-NII-PRIOR>                                 397,834
<ACCUMULATED-GAINS-PRIOR>                             (398,251)
<OVERDISTRIB-NII-PRIOR>                                       0
<OVERDIST-NET-GAINS-PRIOR>                                    0
<GROSS-ADVISORY-FEES>                                 2,159,270
<INTEREST-EXPENSE>                                            0
<GROSS-EXPENSE>                                       2,171,919
<AVERAGE-NET-ASSETS>                                435,217,099
<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>                                            0.50
<AVG-DEBT-OUTSTANDING>                                        0
<AVG-DEBT-PER-SHARE>                                       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF  AMERICAN  CENTURY  CALIFORNIA  TAX-FREE  AND  MUNICIPAL  FUNDS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000717316
<NAME> AMERICAN CENTURY CALIFORNIA TAX-FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 2
   <NAME> BENHAM CALIFORNIA MUNICIPAL MONEY MARKET FUND
       
<S>                      <C>
<PERIOD-TYPE>                                           12-MOS
<FISCAL-YEAR-END>                                       AUG-31-1998
<PERIOD-END>                                            AUG-31-1998
<INVESTMENTS-AT-COST>                                   172,403,052
<INVESTMENTS-AT-VALUE>                                  172,403,052
<RECEIVABLES>                                               783,271
<ASSETS-OTHER>                                            1,795,748
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                          174,982,071
<PAYABLE-FOR-SECURITIES>                                          0
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                 2,390,449
<TOTAL-LIABILITIES>                                       2,390,449
<SENIOR-EQUITY>                                         172,628,461
<PAID-IN-CAPITAL-COMMON>                                          0
<SHARES-COMMON-STOCK>                                   172,591,622
<SHARES-COMMON-PRIOR>                                   170,519,185
<ACCUMULATED-NII-CURRENT>                                   122,436
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                   (159,275)
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                          0
<NET-ASSETS>                                            172,591,622
<DIVIDEND-INCOME>                                                 0
<INTEREST-INCOME>                                         6,258,285
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                              854,000
<NET-INVESTMENT-INCOME>                                   5,404,285
<REALIZED-GAINS-CURRENT>                                      (669)
<APPREC-INCREASE-CURRENT>                                         0
<NET-CHANGE-FROM-OPS>                                     5,403,616
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                 5,398,614
<DISTRIBUTIONS-OF-GAINS>                                          0
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                 153,582,331
<NUMBER-OF-SHARES-REDEEMED>                             156,647,128
<SHARES-REINVESTED>                                       5,174,073
<NET-CHANGE-IN-ASSETS>                                    2,114,278
<ACCUMULATED-NII-PRIOR>                                     116,795
<ACCUMULATED-GAINS-PRIOR>                                 (158,606)
<OVERDISTRIB-NII-PRIOR>                                           0
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                       845,834
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                             854,000
<AVERAGE-NET-ASSETS>                                    171,283,170
<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>                                                0.50
<AVG-DEBT-OUTSTANDING>                                            0
<AVG-DEBT-PER-SHARE>                                           0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF  AMERICAN  CENTURY  CALIFORNIA  TAX-FREE  AND  MUNICIPAL  FUNDS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000717316
<NAME> AMERICAN CENTURY CALIFORNIA TAX-FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 3
   <NAME> BENHAM CALIFORNIA INTERMEDIATE TERM TAX-FREE
       
<S>                      <C>
<PERIOD-TYPE>                                       12-MOS
<FISCAL-YEAR-END>                                   AUG-31-1998
<PERIOD-END>                                        AUG-31-1998
<INVESTMENTS-AT-COST>                                 439,449,344
<INVESTMENTS-AT-VALUE>                                463,133,282
<RECEIVABLES>                                          15,078,433
<ASSETS-OTHER>                                            397,245
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                        478,608,960
<PAYABLE-FOR-SECURITIES>                               14,363,084
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                               3,642,037
<TOTAL-LIABILITIES>                                    18,005,121
<SENIOR-EQUITY>                                           405,064
<PAID-IN-CAPITAL-COMMON>                              433,907,523
<SHARES-COMMON-STOCK>                                  40,506,442
<SHARES-COMMON-PRIOR>                                  38,621,249
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                      8,020
<ACCUMULATED-NET-GAINS>                                 2,559,294
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                               23,683,938
<NET-ASSETS>                                          460,603,839
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                      22,679,637
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                          2,277,153
<NET-INVESTMENT-INCOME>                                20,402,484
<REALIZED-GAINS-CURRENT>                                3,919,772
<APPREC-INCREASE-CURRENT>                               5,632,637
<NET-CHANGE-FROM-OPS>                                  29,954,893
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                              20,402,484
<DISTRIBUTIONS-OF-GAINS>                                5,651,243
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                13,806,443
<NUMBER-OF-SHARES-REDEEMED>                            13,662,495
<SHARES-REINVESTED>                                     1,741,245
<NET-CHANGE-IN-ASSETS>                                 25,164,000
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                               4,338,785
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                   2,264,194
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                         2,277,153
<AVERAGE-NET-ASSETS>                                  437,512,837
<PER-SHARE-NAV-BEGIN>                                       11.27
<PER-SHARE-NII>                                              0.52
<PER-SHARE-GAIN-APPREC>                                      0.25
<PER-SHARE-DIVIDEND>                                         0.52
<PER-SHARE-DISTRIBUTIONS>                                    0.15
<RETURNS-OF-CAPITAL>                                         0.00
<PER-SHARE-NAV-END>                                         11.37
<EXPENSE-RATIO>                                              0.51
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF  AMERICAN  CENTURY  CALIFORNIA  TAX-FREE  AND  MUNICIPAL  FUNDS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000717316
<NAME> AMERICAN CENTURY CALIFORNIA TAX-FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 4
   <NAME> BENHAM CALIFORNIA LONG-TERM TAX-FREE FUND
       
<S>                      <C>
<PERIOD-TYPE>                                     12-MOS
<FISCAL-YEAR-END>                                 AUG-31-1998
<PERIOD-END>                                      AUG-31-1998
<INVESTMENTS-AT-COST>                               299,379,367
<INVESTMENTS-AT-VALUE>                              324,678,249
<RECEIVABLES>                                         3,906,560
<ASSETS-OTHER>                                          500,990
<OTHER-ITEMS-ASSETS>                                          0
<TOTAL-ASSETS>                                      329,088,799
<PAYABLE-FOR-SECURITIES>                              2,243,761
<SENIOR-LONG-TERM-DEBT>                                       0
<OTHER-ITEMS-LIABILITIES>                             1,651,382
<TOTAL-LIABILITIES>                                   3,895,143
<SENIOR-EQUITY>                                         277,428
<PAID-IN-CAPITAL-COMMON>                            297,953,010
<SHARES-COMMON-STOCK>                                27,742,768
<SHARES-COMMON-PRIOR>                                26,542,552
<ACCUMULATED-NII-CURRENT>                                 9,033
<OVERDISTRIBUTION-NII>                                        0
<ACCUMULATED-NET-GAINS>                               1,655,303
<OVERDISTRIBUTION-GAINS>                                      0
<ACCUM-APPREC-OR-DEPREC>                             25,298,882
<NET-ASSETS>                                        325,193,656
<DIVIDEND-INCOME>                                             0
<INTEREST-INCOME>                                    17,485,505
<OTHER-INCOME>                                                0
<EXPENSES-NET>                                        1,610,506
<NET-INVESTMENT-INCOME>                              15,874,999
<REALIZED-GAINS-CURRENT>                              2,963,978
<APPREC-INCREASE-CURRENT>                             8,929,558
<NET-CHANGE-FROM-OPS>                                27,768,535
<EQUALIZATION>                                                0
<DISTRIBUTIONS-OF-INCOME>                            15,874,999
<DISTRIBUTIONS-OF-GAINS>                              5,354,293
<DISTRIBUTIONS-OTHER>                                         0
<NUMBER-OF-SHARES-SOLD>                               8,544,372
<NUMBER-OF-SHARES-REDEEMED>                           8,606,849
<SHARES-REINVESTED>                                   1,262,693
<NET-CHANGE-IN-ASSETS>                               20,523,088
<ACCUMULATED-NII-PRIOR>                                       0
<ACCUMULATED-GAINS-PRIOR>                             4,054,651
<OVERDISTRIB-NII-PRIOR>                                       0
<OVERDIST-NET-GAINS-PRIOR>                                    0
<GROSS-ADVISORY-FEES>                                 1,599,824
<INTEREST-EXPENSE>                                            0
<GROSS-EXPENSE>                                       1,610,506
<AVERAGE-NET-ASSETS>                                308,905,669
<PER-SHARE-NAV-BEGIN>                                     11.48
<PER-SHARE-NII>                                            0.59
<PER-SHARE-GAIN-APPREC>                                    0.44
<PER-SHARE-DIVIDEND>                                       0.59
<PER-SHARE-DISTRIBUTIONS>                                  0.20
<RETURNS-OF-CAPITAL>                                       0.00
<PER-SHARE-NAV-END>                                       11.72
<EXPENSE-RATIO>                                            0.51
<AVG-DEBT-OUTSTANDING>                                        0
<AVG-DEBT-PER-SHARE>                                       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF  AMERICAN  CENTURY  CALIFORNIA  TAX-FREE  AND  MUNICIPAL  FUNDS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000717316
<NAME> AMERICAN CENTURY CALIFORNIA TAX-FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 5
   <NAME> BENHAM CALIFORNIA HIGH-YIELD MUNICIPAL FUND
       
<S>                      <C>
<PERIOD-TYPE>                                     12-MOS
<FISCAL-YEAR-END>                                 AUG-31-1998
<PERIOD-END>                                      AUG-31-1998
<INVESTMENTS-AT-COST>                               288,259,202
<INVESTMENTS-AT-VALUE>                              303,455,303
<RECEIVABLES>                                         5,054,723
<ASSETS-OTHER>                                          927,416
<OTHER-ITEMS-ASSETS>                                          0
<TOTAL-ASSETS>                                      309,437,442
<PAYABLE-FOR-SECURITIES>                              4,899,944
<SENIOR-LONG-TERM-DEBT>                                       0
<OTHER-ITEMS-LIABILITIES>                               695,958
<TOTAL-LIABILITIES>                                   5,595,902
<SENIOR-EQUITY>                                         305,942
<PAID-IN-CAPITAL-COMMON>                            286,338,115
<SHARES-COMMON-STOCK>                                30,594,204
<SHARES-COMMON-PRIOR>                                19,919,066
<ACCUMULATED-NII-CURRENT>                                     0
<OVERDISTRIBUTION-NII>                                        0
<ACCUMULATED-NET-GAINS>                               2,001,382
<OVERDISTRIBUTION-GAINS>                                      0
<ACCUM-APPREC-OR-DEPREC>                             15,196,101
<NET-ASSETS>                                        303,841,540
<DIVIDEND-INCOME>                                             0
<INTEREST-INCOME>                                    13,998,056
<OTHER-INCOME>                                                0
<EXPENSES-NET>                                        1,320,927
<NET-INVESTMENT-INCOME>                              12,677,129
<REALIZED-GAINS-CURRENT>                              2,562,512
<APPREC-INCREASE-CURRENT>                             6,311,903
<NET-CHANGE-FROM-OPS>                                21,551,544
<EQUALIZATION>                                                0
<DISTRIBUTIONS-OF-INCOME>                            12,677,129
<DISTRIBUTIONS-OF-GAINS>                              2,454,652
<DISTRIBUTIONS-OTHER>                                         0
<NUMBER-OF-SHARES-SOLD>                              18,553,052
<NUMBER-OF-SHARES-REDEEMED>                           9,015,907
<SHARES-REINVESTED>                                   1,137,993
<NET-CHANGE-IN-ASSETS>                              111,010,249
<ACCUMULATED-NII-PRIOR>                               9,693,133
<ACCUMULATED-GAINS-PRIOR>                             2,344,182
<OVERDISTRIB-NII-PRIOR>                                       0
<OVERDIST-NET-GAINS-PRIOR>                                    0
<GROSS-ADVISORY-FEES>                                 1,311,664
<INTEREST-EXPENSE>                                            0
<GROSS-EXPENSE>                                       1,320,927
<AVERAGE-NET-ASSETS>                                233,808,662
<PER-SHARE-NAV-BEGIN>                                      9.68
<PER-SHARE-NII>                                            0.51
<PER-SHARE-GAIN-APPREC>                                    0.37
<PER-SHARE-DIVIDEND>                                       0.51
<PER-SHARE-DISTRIBUTIONS>                                  0.12
<RETURNS-OF-CAPITAL>                                       0.00
<PER-SHARE-NAV-END>                                        9.93
<EXPENSE-RATIO>                                            0.54
<AVG-DEBT-OUTSTANDING>                                        0
<AVG-DEBT-PER-SHARE>                                       0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF  AMERICAN  CENTURY  CALIFORNIA  TAX-FREE  AND  MUNICIPAL  FUNDS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000717316
<NAME> AMERICAN CENTURY CALIFORNIA TAX-FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 6
   <NAME> BENHAM CALIFORNIA INSURED FUND TAX-FREE
       
<S>                      <C>
<PERIOD-TYPE>                                      12-MOS
<FISCAL-YEAR-END>                                  AUG-31-1998
<PERIOD-END>                                       AUG-31-1998
<INVESTMENTS-AT-COST>                                 200,844,327
<INVESTMENTS-AT-VALUE>                                217,200,278
<RECEIVABLES>                                           2,887,560
<ASSETS-OTHER>                                          3,424,965
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                        223,512,803
<PAYABLE-FOR-SECURITIES>                                6,237,045
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                               1,766,541
<TOTAL-LIABILITIES>                                     8,003,586
<SENIOR-EQUITY>                                           203,258
<PAID-IN-CAPITAL-COMMON>                              198,268,322
<SHARES-COMMON-STOCK>                                  20,325,822
<SHARES-COMMON-PRIOR>                                  18,241,002
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                   681,686
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                               16,355,951
<NET-ASSETS>                                          215,509,217
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                      10,968,312
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                          1,040,256
<NET-INVESTMENT-INCOME>                                 9,928,056
<REALIZED-GAINS-CURRENT>                                1,583,804
<APPREC-INCREASE-CURRENT>                               5,870,522
<NET-CHANGE-FROM-OPS>                                  17,382,382
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                               9,928,056
<DISTRIBUTIONS-OF-GAINS>                                2,921,262
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                 7,856,824
<NUMBER-OF-SHARES-REDEEMED>                             6,627,802
<SHARES-REINVESTED>                                       855,798
<NET-CHANGE-IN-ASSETS>                                 26,364,509
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                               2,019,144
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                   1,031,569
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                         1,040,256
<AVERAGE-NET-ASSETS>                                  197,726,150
<PER-SHARE-NAV-BEGIN>                                       10.37
<PER-SHARE-NII>                                              0.51
<PER-SHARE-GAIN-APPREC>                                      0.39
<PER-SHARE-DIVIDEND>                                         0.51
<PER-SHARE-DISTRIBUTIONS>                                    0.16
<RETURNS-OF-CAPITAL>                                         0.00
<PER-SHARE-NAV-END>                                         10.60
<EXPENSE-RATIO>                                              0.51
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                         0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF  AMERICAN  CENTURY  CALIFORNIA  TAX-FREE  AND  MUNICIPAL  FUNDS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000717316
<NAME> AMERICAN CENTURY CALIFORNIA TAX-FREE & MUNICIPAL FUNDS
<SERIES>
   <NUMBER> 7
   <NAME> BENHAM CALIFORNIA LIMITED-TERM TAX-FREE
       
<S>                      <C>
<PERIOD-TYPE>                                       12-MOS
<FISCAL-YEAR-END>                                   AUG-31-1998
<PERIOD-END>                                        AUG-31-1998
<INVESTMENTS-AT-COST>                                   132,960,099
<INVESTMENTS-AT-VALUE>                                  135,798,378
<RECEIVABLES>                                             1,784,067
<ASSETS-OTHER>                                              119,932
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                          137,702,377
<PAYABLE-FOR-SECURITIES>                                  4,915,798
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                 2,649,992
<TOTAL-LIABILITIES>                                       7,565,790
<SENIOR-EQUITY>                                             124,815
<PAID-IN-CAPITAL-COMMON>                                127,754,052
<SHARES-COMMON-STOCK>                                    12,481,523
<SHARES-COMMON-PRIOR>                                    12,292,606
<ACCUMULATED-NII-CURRENT>                                         0
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                   (580,559)
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                  2,838,279
<NET-ASSETS>                                            130,136,587
<DIVIDEND-INCOME>                                                 0
<INTEREST-INCOME>                                         5,824,726
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                              664,135
<NET-INVESTMENT-INCOME>                                   5,610,591
<REALIZED-GAINS-CURRENT>                                    253,098
<APPREC-INCREASE-CURRENT>                                 1,302,650
<NET-CHANGE-FROM-OPS>                                     6,716,339
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                 5,160,591
<DISTRIBUTIONS-OF-GAINS>                                          0
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                   4,214,707
<NUMBER-OF-SHARES-REDEEMED>                               4,357,987
<SHARES-REINVESTED>                                         332,197
<NET-CHANGE-IN-ASSETS>                                    3,505,406
<ACCUMULATED-NII-PRIOR>                                   4,682,931
<ACCUMULATED-GAINS-PRIOR>                                   317,683
<OVERDISTRIB-NII-PRIOR>                                           0
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                       656,701
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                             664,135
<AVERAGE-NET-ASSETS>                                    126,543,906
<PER-SHARE-NAV-BEGIN>                                         10.30
<PER-SHARE-NII>                                                0.42
<PER-SHARE-GAIN-APPREC>                                        0.13
<PER-SHARE-DIVIDEND>                                           0.42
<PER-SHARE-DISTRIBUTIONS>                                      0.00
<RETURNS-OF-CAPITAL>                                           0.00
<PER-SHARE-NAV-END>                                           10.43
<EXPENSE-RATIO>                                                0.52
<AVG-DEBT-OUTSTANDING>                                            0
<AVG-DEBT-PER-SHARE>                                           0.00
        

</TABLE>


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