AMERICAN CENTURY CALIFORNIA TAX FREE & MUNICIPAL FUNDS
485APOS, 1998-10-16
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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. 26                                  [X]

                             and/or

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

     Amendment No. 30                                                 [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: December 14, 1998

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

     [ ] immediately upon filing pursuant to paragraph (b)
     [ ] on (date) pursuant to paragraph (b)
     [X] 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>
[left margin]

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



PROSPECTUS

December 14, 1998

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 truthful or complete.  Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.


[inside front cover]

Dear Investor,

American  Century   prospectuses   have  a  new   personality,   highlighted  by
easy-to-read and easy-to-understand  language.  Designed with you, the investor,
in mind, the new prospectus provides comprehensive fund information that doesn't
get lost in lengthy,  technical  language.  As you read through this prospectus,
please take note of the many improvements we've made, especially:

            * A less-cluttered, larger-sized booklet

            * A new section that discusses a fund's risk and return potential

            * A new fund  performance  section that shows a fund's  returns from
            year to year

            * Charts and tables that help illustrate important information about
            the funds

            * Key information and definitions highlighted in the margins

The prospectus is your tool to understanding American Century funds. If you have
questions or comments about the prospectus, please give us a call. You can reach
one of our Investor Services  Representatives at 1-800-345-2021 weekdays, 7 a.m.
to 7 p.m. Central time.

Sincerely,


/s/Mark Killen
Mark Killen
Senior Vice President
American Century Investment Services, Inc.




Table of Contents

An Overview of the Funds.......................................................2

Fees and Expenses..............................................................3

Detailed 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....................................6

California Insured Tax-Free Fund...............................................8

California High-Yield Municipal Fund..........................................10

Basics of Fixed Income Investing..............................................12

Management....................................................................15

How to Invest in American Century.............................................18

Share Price and Distributions.................................................21

Taxes.........................................................................22

Financial Highlights..........................................................23


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     CALtdTxF
- --------------------------------------------------------------------------------
California Intermediate-Term Tax-Free   931          BCITX     CAIntTxF
- --------------------------------------------------------------------------------
California Long-Term Tax-Free           932          BCLTX     CALgTxF
- --------------------------------------------------------------------------------
California Insured Tax-Free             934          BCINX     CAInsTxF
- --------------------------------------------------------------------------------
California High-Yield Municipal         933          BCHYX     CAHYldMu


[LEFT MARGIN CALLOUTS]

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

[pointed index finger] This symbol  highlights  special  information and helpful
tips.



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 among the funds.  Additional important information about
the funds' investment strategies and risks begins on page 4.

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


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 through an IRA or other tax-advantaged retirement plan

    *   investing for long-term growth

    *   looking for the added security of FDIC insurance

[LEFT MARGIN CALLOUTS]

An  investment  in the  funds  is  not a bank  deposit  and  is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation 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.



2        American Century Investments                             1-800-345-2021


Fees and Expenses

There are no sales loads or 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  tables describe the fees and expenses that you may pay if you buy
and hold shares of the funds.

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

                                            Management       Distribution and         Other          Total Annual Fund
                                            Fee(1)           Service (12b-1) Fees     Expenses(2)    Operating Expenses
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
<S>                                         <C>              <C>                      <C>            <C>  
California Tax-Free Money Market            0.50%            None                     0.00%          0.50%
California Municipal Money Market
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
California Limited-Term Tax-Free            0.51%            None                     0.00%          0.51%
California Intermediate-Term Tax-Free
California Long-Term Tax-Free
California Instured Tax-Free
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
California High-Yield Municipal             0.54%            None                     0.00%          0.54%

1   Based upon fund  assets at 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.

2   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.

Examples of Hypothetical Fund Costs

The  examples in the table  below are  intended to help you compare the costs of
investing in a fund with those of 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 a 5% return each year and

    *   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             $50                $160                $280                $630
California Municipal Money Market
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
California Limited-Term Tax-Free             $51                $168                $290                $640
California Intermediate-Term Tax-Free
California Long-Term Tax-Free
California Instured Tax-Free
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
California High-Yield Municipal              $54                $173                $300                $670
</TABLE>

[LEFT MARGIN CALLOUTS]

[pointed  index  finger] Use this  example to compare the costs of  investing in
other funds. Of course, your actual costs may be higher or lower.


www.americancentury.com                     American Century Investments       3


Detailed 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  California  state and federal  income  taxes.  The
weighted average maturity of the funds is 90 days or less.

What is the difference between the two funds?

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

    *   California  Municipal  Money  Market's  income  is exempt  from  regular
        federal income taxes, but not necessarily the 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  California  and federal  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 California and regular federal income
taxes, but not 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.

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

[LEFT MARGIN CALLOUTS]

[pointed  index finger]  Income from  California  Municipal  Money Market may be
subject to the  alternative  minimum tax,  which is described  under the heading
"Taxes" on page 23.

[pointed  index  finger]  Weighted  average  maturity  is a measure  of a fund's
interest rate sensitivity. It is discussed on page 11.

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 fund's credit  quality  standards  are described in the funds'  Statement of
Additional Information.


4        American Century Investments                             1-800-345-2021


Fund Performance History

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

Annual Total Returns

The  following  bar chart shows the  performance  of the funds'  Investor  Class
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.

[GRAPH  DEPICTING 10 YEAR ANNUAL TOTAL  RETURNS FOR  CALIFORNIA  TAX-FREE  MONEY
MARKET AND 7 YEAR ANNUAL TOTAL RETURNS FOR  CALIFORNIA  MUNICIPAL  MONEY MARKET;
UPDATED FIGURES NOT AVAILABLE]

Highest and Lowest Quarterly Returns
The  highest  and  lowest  returns  of the funds'  Investor  Class  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.

[GRAPH DEPICTING HIGHEST AND LOWEST RETURNS FOR CALIFORNIA TAX-FREE MONEY MARKET
AND CALIFORNIA MUNICIPAL MONEY MARKET; UPDATED FIGURES NOT AVAILABLE]

Average Annual Returns

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

                                       1 year   5 years   10 years Life of Fund*
- --------------------------------------------------------------------------------
California Tax-Free Money Market .....  3.17%     3.12%     3.31%     3.33%
                                                                      ----
                                                                      ----
California Municipal Money Market ....  3.15%     3.23%     3.35%     3.35%
                                                                      ----
                                                                      ----
Index Performance ....................  ?.??%     ?.??%     ?.??%     ?.??%

*   The inception  dates for the funds are:  Tax-Free Money Market,  November 9,
    1983; and Municipal Money Market, December 31, 1991.

[LEFT MARGIN CALLOUTS]

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

California Tax-Free Money Market      X.XX%
- ------------------------------------- -----
California Municipal Money Market     X.XX%

[pointed index finger] 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.


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 California state and federal 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 on the chart to the right.

<TABLE>
                                                  Typical Maturity  of Investments    Weighted Average Maturity
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                 <C>      
California Limited-Term Tax-Free Fund             1-5 years                           1-5 years
- ---------------------------------------------------------------------------------------------------------------------------
California Intermediate-Term Tax-Free Fund        4 or more years                     5-10 years
- ---------------------------------------------------------------------------------------------------------------------------
California Long-Term Tax-Free Fund                7 or more years                     10 or more years
</TABLE>

What kinds of debt securities do the funds buy?

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

The funds may also use futures  contracts and options to pursue their investment
objectives.  For  more  information,  please  see the  Statement  of  Additional
Information.

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.

<TABLE>
                                                                Potential Loss               Potential Income
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                         <C>
California Limited-Term Tax-Free Fund                           Lower                        Lower
- --------------------------------------------------------------------------------------------------------------------------
California Intermediate-Term Tax-Free Fund                      Moderate                     Moderate
- --------------------------------------------------------------------------------------------------------------------------
California Long-Term Tax-Free Fund                              Higher                       Higher
</TABLE>

[LEFT MARGIN CALLOUTS]

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 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  fund's  credit  quality
standards are described in the funds' Statement of Additional Information.


6        American Century Investments                             1-800-345-2021


Fund Performance History

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

Annual Total Returns

The  following  bar chart shows the  performance  of the funds'  Investor  Class
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.

[GRAPH  DEPICTING  10 YEAR  ANNUAL  TOTAL  RETURNS FOR  CALIFORNIA  LIMITED-TERM
TAX-FREE,   CALIFORNIA   INTERMEDIATE-TERM  TAX-FREE  AND  CALIFORNIA  LONG-TERM
TAX-FREE; UPDATED FIGURES NOT AVAILABLE]

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

[GRAPH   DEPICTING   HIGHEST  AND  LOWEST   QUARTERLY   RETURNS  FOR  CALIFORNIA
LIMITED-TERM  TAX-FREE,  CALIFORNIA  INTERMEDIATE-TERM  TAX-FREE AND  CALIFORNIA
LONG-TERM TAX-FREE; UPDATED FIGURES NOT AVAILABLE]

Average Annual Returns

The  following  table shows the average  annual  returns of the funds'  Investor
Class Shares for the periods  indicated  during the last 10 calendar years.  The
benchmarks for long-term  performance are included for  performance  comparison.
The benchmarks are unmanaged indices that have no operating costs.

                                         1 year  5 years  10 years Life of Fund*
- --------------------------------------------------------------------------------
California Limited-Term Tax-Free ........ 3.17%    3.12%    3.31%    3.33%
                                                                     ----
[INDEX PERFORMANCE] ..................... ?.??%    ?.??%    ?.??%    ?.??%
                                                                     ----
California Intermediate-Term Tax-Free ... 3.17%    3.12%    3.31%    3.33%
                                                                     ----
[INDEX PERFORMANCE] ..................... ?.??%    ?.??%    ?.??%    ?.??%
                                                                     ----
California Long-Term Tax-Free ........... 3.17%    3.12%    3.31%    3.33%
                                                                     ----
[INDEX PERFORMANCE] ..................... ?.??%    ?.??%    ?.??%    ?.??%

*  The inception dates for the funds are: Limited-Term  Tax-Free,  June 1, 1992;
   Intermediate-Term   Tax-Free,  November  9,  1983;  and  Long-Term  Tax-Free,
   November 9, 1983.

[LEFT MARGIN CALLOUTS]

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

California Limited-Term Tax-Free            X.XX%
- ------------------------------------------- -----
California Intermediate-Term Tax-Free       X.XX%
- ------------------------------------------- -----
Californiat Long-Term Tax-Free              X.XX%

[pointed index finger] 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.


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 California and
        federal  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  that
        interest and other payments will be made as scheduled.

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

The fund also may use futures  contracts  and  options to pursue its  investment
objectives.  For  more  information,  please  see the  Statement  of  Additional
Information.

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 funds?

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 larger universe of securities.

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

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

    *   potential  income is lower than for funds that invest 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 CALLOUTS]

An insured debt security is a debt security that

    1)  is rated in the highest category by an independent rating agency;

    2)  comes with  insurance that  guarantees  that interest and other payments
        will be made; OR

    3)  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.

[pointed index finger] The insurance feature of the fund's  investments is not a
guarantee; the fund can still lose money.


8        American Century Investments                             1-800-345-2021


Fund Performance History

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

Annual Total Returns

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

[GRAPH DEPICTING 10 YEAR ANNUAL TOTAL RETURNS FOR CALIFORNIA  INSURED  TAX-FREE;
UPDATED FIGURES NOT AVAILABLE]

Highest and Lowest Quarterly Returns

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

[GRAPH  DEPICTING  HIGHEST AND LOWEST QUARTERLY  RETURNS FOR CALIFORNIA  INSURED
TAX-FREE; UPDATED FIGURES NOT AVAILABLE]

Average Annual Returns

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

                              1 Year    5 years     10 years     Life of Fund*
- ------------------------------------------------------------------------------
California Insured Tax-Free   3.17%     3.12%       3.31%        3.33%
- ------------------------------------------------------------------------------
[INDEX PERFORMANCE]           ?.??%     ?.??%       ?.??%        ?.??%

*  The inception date for the fund is December 30, 1986.

[LEFT MARGIN CALLOUTS]

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

California Tax-Free Insured   X.XX%

[pointed index finger] 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.


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
        California  and  federal  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,  including  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 to pursue its  investment
objectives.  For  more  information,  please  see the  Statement  of  Additional
Information.

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 CALLOUTS]

[pointed  index  finger]  Income from  California  High Yield  Municipal  may be
subject to the alternative minimum tax, which is described on page 19.


10       American Century Investments                             1-800-345-2021


Fund Performance History

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

Annual Total Returns

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

[GRAPH  DEPICTING  10  YEAR  ANNUAL  TOTAL  RETURNS  FOR  CALIFORNIA  HIGH-YIELD
MUNICIPAL; UPDATED FIGURES NOT AVAILABLE]

Highest and Lowest Quarterly Returns

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

[GRAPH DEPICTING HIGHEST AND LOWEST QUARTERLY RETURNS FOR CALIFORNIA  HIGH-YIELD
MUNICIPAL; UPDATED FIGURES NOT AVAILABLE]

Average Annual Returns

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

                                    1 Year   5 years   10 years   Life of Fund*
- -------------------------------------------------------------------------------
California High-Yield Municipal     3.17%    3.12%     3.31%      3.33%
- -------------------------------------------------------------------------------
[INDEX PERFORMANCE]                 ?.??%    ?.??%     ?.??%      ?.??%

*  The inception date for the fund is 12/30/1986.

[LEFT MARGIN CALLOUTS]

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

California High-Yield Municipal     X.XX%

[pointed index finger] 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.


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.  Debt securities
also are referred to as fixed income securities.  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 advisor decides which debt securities to buy and sell by

    0   determining which securities help a fund meet its maturity requirements

    0   eliminating  securities  that do not  satisfy  a fund's  credit  quality
        standards

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

    0   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 advisor  calculates 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 an advisor would
calculate  the  weighted  average  maturity  for a fund that owned only two debt
securities.

<TABLE>
                  Amount of Security Owned   Percent of Portfolio  Remaining Maturity   Weighted Maturity
- ---------------------------------------------------------------------------------------------------------
<S>               <C>                        <C>                   <C>                  <C>     
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                                                               7750 days
</TABLE>

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 the 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 MARGIN CALLOUTS]

[pointed index finger] Weighted average maturity is a tool that the advisor uses
to approximate the remaining maturity of a fund's investment portfolio.

[pointed index finger] The longer a fund's weighted average  maturity,  the more
sensitive it is to changes in interest rates.


12       American Century Investments                             1-800-345-2021


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 that the issuer will
be able to make interest and principal payments on time.

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 has assumed additional credit risk.

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

                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
- ------------- ------ ------- ----------- -------- --------- ----- ---- ---- ---
XXXXXXXXXXXXXXXXXXXX  CA Tax-Free Money Market
XXXXXXXXXXXXXXXXXXXX  CA Municipal Money Market
XXXX  CA Limited-Term Tax-Free  XXXXXXXX
X  CA Intermediate-Term Tax-Free  XXXXXX
XXXXXX CA Long-Term Tax-Free XXXXXXXXXXX
XXXXXXXXXXXXX CA Insured Tax-Free*
XXXXXXXXXXXXXXXXXXXXXXXXX  CA High Yield Municipal  XXXXXXXXXXXXXXXXXXXXXXXXXXX
- -------------------------------------------------------------------------------
*******Investment Grade **************** ######## Non-investment grade ########
- -------------------------------------------------------------------------------

*Securities must be rated AAA or be insured by a third party with a AAA rating.

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.

Inflation Risk

The safest investments usually have the lowest potential income and performance.
There is a risk,  then,  that the investment may fail to  significantly  outpace
inflation.  Even if the value of your  investment has not gone down,  your money
will  not  be  worth  as  much  as  if  there  had  been  no   inflation.   Your
after-inflation return may be quite small. This risk is called inflation risk.

[LEFT MARGIN CALLOUTS]

[pointed index finger] Credit quality may be reduced when

        *   the issuer has a less reliable cash flow

        *   the  issuer's  finances  are  more  sensitive  to  adverse  economic
            conditions or changing circumstances

        *   the  securities may be repaid after the issuer's other (more senior)
            debt.

        *   the issuer has a shorter financial history

[pointed  index  finger] The  Statement  of  Additional  Information  provides a
detailed description of these securities ratings.


www.americancentury.com                     American Century Investments      13


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     Credit Risk      Liquidity Risk    Inflation Risk
                                          Risk
- ----------------------------------------- ----------------- ---------------- ----------------- -----------------
<S>                                      <C>               <C>              <C>               <C>
California Tax-Free Money Market          Lowest            Lowest           Lowest            Highest
- ----------------------------------------- ----------------- ---------------- ----------------- -----------------
California Municipal Money Market         Lowest            Lowest           Lowest            Highest
- ----------------------------------------- ----------------- ---------------- ----------------- -----------------
California Limited-Term Tax-Free          Low               Medium           Medium            High
- ----------------------------------------- ----------------- ---------------- ----------------- -----------------
California Intermediate-Term Tax-Free     Medium            Medium           Medium            Medium
- ----------------------------------------- ----------------- ---------------- ----------------- -----------------
California Long-Term Tax-Free             High              Medium           Medium            Low
- ----------------------------------------- ----------------- ---------------- ----------------- -----------------
California Insured Tax-Free               High              Low              Medium            Medium
- ----------------------------------------- ----------------- ---------------- ----------------- -----------------
California High-Yield Municipal           Highest           Highest          Highest           Lowest
</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 portfolio 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 it was  founded  in 1958.
American  Century is headquartered  at 4500 Main Street,  Kansas City,  Missouri
64111.

The  advisor  manages  the  investment  portfolios  of the funds and directs 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  provides  to the funds,  the  advisor  receives a unified
management fee based on a percentage of the average net assets of each fund. The
rate of the  management  fee for a fund is  determined  monthly using a two-step
formula  that takes into  account the 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  pays all
expenses of managing and operating the fund except  brokerage  expenses,  taxes,
interest, fees and expenses of the independent Trustees (including counsel fees)
and extraordinary expenses.

Fees Paid by the Funds to the Advisor in Most Recent Fiscal Year
- ------------------------------------------------------------------------------
California Tax-Free Money Market                                  X.XX%
- -------------------------------------------------------------- ---------------
California Municipal Money Market                                 X.XX%
- -------------------------------------------------------------- ---------------
California Limited-Term Tax-Free                                  X.XX%
- -------------------------------------------------------------- ---------------
California Intermediate-Term Tax-Free                             X.XX%
- -------------------------------------------------------------- ---------------
California Long-Term Tax-Free                                     X.XX%
- -------------------------------------------------------------- ---------------
California Insured Tax-Free                                       X.XX%
- -------------------------------------------------------------- ---------------
California High-Yield Municipal                                   X.XX%

www.americancentury.com                     American Century Investments      15


The Portfolio 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 team include:

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.
He joined American Century in 1991 as Municipal Portfolio Manager. He has an MBA
in finance from the  University  of Delaware  and a BA in Economics  from Boston
University.

Todd Pardula

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

Joel Silva

Mr.  Silva,  Municipal  Portfolio  Manager,  has been a member  of the team that
manages  California  Limited-Term  Tax-Free  since June  1993.  He has a BS from
California Polytechnic University and an MBA from California State University in
Hayward.

Steven M. Permut

Mr. Permut,  Senior Portfolio  Manager and Director of Municipal  Research,  has
been a member of the team that manages  California  High-Yield  Municipal  since
1993. He has a bachelor's degree in Business and Geography from State University
of New York and an MBA in Finance from Golden Gate University in San Francisco.

Colleen M. Denzler

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


[LEFT MARGIN CALLOUTS]

[pointed index finger] 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.


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 advisor may consider when making investment decisions, and other factors may
receive greater weight.

www.americancentury.com                     American Century Investments      17


How to Invest in 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 to do  business in writing  only,  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.

<TABLE>
Ways to Manage Your Account
- ------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                             <C>
By telephone                    Open an account                                 Make additional investments
1800 345-2021                   If you are a current investor, you can          Call us or use our Automated Information Line
7 a.m. to 7 p.m.                open an account by exchanging shares            if you have authorized us to withdraw from
Central time                    from another American Century account.          your bank account.
                                (This service is not available if you
Automated \information Line     have chosen to do business in writing           Sell shares
1-800-345-8765                  only.)                                          Call an Investor Services Representative.
24 hours
                                Exchange  shares  Call us or use  our  Automated
[telephone icon]                Information  Line if you have  authorized  us to
                                accept telephone instructions.
- ------------------------------- ----------------------------------------------- -----------------------------------------------
By mail or fax                  Open an account                                 Make additional investments 
PO Box 419200                   Send a signed and completed                     Send us your check or money order for at 
Kansas City, MO 64141-6200      application and check or money order            least $50 with an investment slip or $250
                                payable to American Century                     without an investment slip. If you don't have
Fax 816 340-7962                Investments.                                    an investment slip, include your name,
                                                                                address, and account number on your check or
                                Exchange shares                                 money order.
[icon of envelope and           Send us written instructions to
 icon of fax machine]           exchange your shares from one American          Sell shares
                                Century account to another.                     Send us written instructions to sell shares
                                                                                or send us a redemption form. Call an
                                                                                Investor Services Representative to request a
                                                                                form.
- ------------------------------- ----------------------------------------------- -----------------------------------------------
Online                          Open an account                                 Make additional investments
www.americancentury.com         If you are a current investor, you can          Follow the wire instructions provided in the
                                open an account by exchanging shares            Open an account section
                                from another American Century account.
                                (This service is not available if you           Sell shares
[icon of computer]              have chosen to do business in writing           Not available.
                                only.)

                                Exchange shares
                                Exchange  shares from another  American  Century
                                account.
</TABLE>

18       American Century Investments                             1-800-345-2021



A Note About Mailings to Shareholders

To reduce expenses and demonstrate 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 an Investor  Services  Guide,  which
explains  the  services  available  to you and the  policies of the fund and the
transfer agent.

<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                              <C>
By wire                         Open an account                                 Make additional investments
Commerce Bank N.A.              Call us to set up your account or mail          Follow the wire instructions provided in the
Routing No. 101000019           a completed application to the address          Open an account section
ACMF Account No. 2804918        provided above and give your bank:

[icon of high wires]

[pointed index finger]          *    The fund name                              Sell shares
     Please remember that if    *    Your American Century account              You can receive redemption proceeds by
     you request redemptions         number                                     wire  or electronic transfer. . (This
     by wire, $10 will be       *    Name of the investor                       service is not available if you have
     deducted from the amount   *    The contribution year (for IRAs            chosen to do business in writing only.)
     wired. Your bank also           only)
     may charge a fee.          Exchange shares
                                Not available.
- ------------------------------- ----------------------------------------------- -----------------------------------------------
Automatically                   Open an account                                 Make additional investments
                                Not available.                                  Select "Establish Automatic Investments" on
                                                                                your application to make automatic purchases
                                Sell shares                                     of shares on a regular basis. You must invest
                                If you have at least $10,000 in your            at least $600 per year per account.
                                account, sell shares automatically by
                                Check-a-Month, or by Automatic                  Exchange shares
                                Redemption.                                     Send us written instructions to exchange your
                                                                                shares from one American Century account to
                                                                                another.
- ------------------------------- -----------------------------------------------------------------------------------------------
In Person                       If you prefer to handle your transactions in person, visit one of our Investor Centers and
                                a  representative  can help you open an account, make additional investments, sell or exchange
                                shares.  Here are the Investor Centers you can visit
[icon of office building]
                                4500 Main Street                        4917 Town Center Dr.
                                Kansas City, Missouri                   Leawood, Kansas

                                1665 Charleston Road                    2000 S. Colorado Blvd.
                                Mountain View, California               Denver, Colorado
</TABLE>

www.americancentury.com                     American Century Investments      19


Minimum Initial Investment Amounts

To open an account the minimum 
investment is as follows                      for Money Markets     Other funds
- -------------------------------------------------------------------------------
Individual or Joint                                  $2,500            $5,000
 ...............................................................................
Traditional IRA                                      $1,000            $1,000
 ...............................................................................
Roth IRA                                             $1,000            $1,000
 ...............................................................................
Education IRA                                          $500              $500
 ...............................................................................
UGMA/UTMA                                            $1,000            $1,000
 ...............................................................................
403(b)                                             No minimum        No minimum

Redemption of shares in low-balance accounts

If your account falls below the minimum  balance we will notify you and give you
90 days to meet the minimum or, for most types of equity accounts,  to establish
an  automatic  monthly  investment.  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  in which
they represent that they will track the time investment orders are received. The
funds have  authorized  those  intermediaries  to accept  orders on each  funds'
behalf up to the time net asset value is determined.  Such orders will be priced
at the net asset value next determined after acceptance of the order on a fund's
behalf.

LEFT MARGIN CALLOUTS

[pointed index finger] Financial intermediaries include bankers, broker-dealers,
insurance companies and investment advisors.


20       American Century Investments                             1-800-345-2021


Share Price and Distributions

Share Price

We determine 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) on 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.  Trading of
securities  in foreign  markets may not take place on every day the  Exchange is
open.  Also,  trading in some  foreign  markets  may take place on  weekends  or
holidays  when a fund's net asset  value is not  calculated.  So, the value of a
fund's  portfolio  may be  affected  on days when you can't  purchase  or redeem
shares of the fund.

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.
The  distributions  generally  consist of dividends  and interest  received by a
fund,  as well as capital gains  realized on the sale of investment  securities.
Each fund pays distributions from net income quarterly. Each fund generally pays
distributions  of  capital  gains,  if any,  once a year.  A fund may make  more
frequent distributions if necessary to avoid taxes.

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 on the redeemed with your redemption proceeds. For the money market
funds,  if you  notify  us of your  purchase  prior  to  ______and  pay for your
purchase by bank wire  transfer  prior to  ___________on  the same day, you will
begin to participate in fund distributions on the day your notice is received.

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
our Investor Services Guide for further information regarding  distributions and
your distribution options.

[LEFT MARGIN CALLOUTS]

The net asset value of a fund is the price of the fund's shares.


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. In general,  distributions
are taxable as follows:

Taxability of distributions

Tax-Exempt  Income.  Most of the income that 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 may also 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 is taxable to you.  Consult your tax
advisor to determine whether you are subject to the alternative minimum tax.

Taxable Income. The funds' investment performance is also 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 to shareholders 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.

*   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 may also be subject to state and local taxes.  Because  everyone's
tax situation is unique,  always  consult your tax  professional  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 CALLOUTS]

[pointed index finger] 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 take the distribution in
     cash or  reinvest  it.  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 your, after  subtracting
    any losses, even if you did not own the shares when the gains occurred.

    Thus  if you  buy a  divided,  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.


22       American Century Investments                             1-800-345-2021


Financial Highlights

Understanding the Financial Highlights

This table  itemizes what  contributed  to the changes in share price during the
period,  and compares  this to changes over the last five fiscal years (or less,
if the share class is not five years old).

On a per-share basis, it 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

It 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
    assets

*   portfolio turnover--the percentage of the fund's buying and selling activity

The  Financial  Highlights  have been  audited by  PricewaterhouseCoopers,  LLP,
independent  auditors.  Their report is in the funds'  annual  report,  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.

www.americancentury.com                     American Century Investments      23


<TABLE>
<CAPTION>
California Tax-Free Money Market

                                                           1997            1996         1995           1994            1993
PER-SHARE DATA

<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 (dividends) ..................       0.03            0.03         0.03            0.02            0.02
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions ............................        -.-             -.-          -.-             -.-             -.-
                                                       -----------     -----------  -----------     -----------     -----------
   Total From Investment Operations ...................       0.03            0.03         0.03            0.02            0.02
                                                       -----------     -----------  -----------     -----------     -----------
Less Distributions
   From Net Investment Income (dividends) .............      (0.03)          (0.03)       (0.03)          (0.02)          (0.02)
                                                       -----------     -----------  -----------     -----------     -----------
Net Asset Value, End of Year ..........................$      1.00     $      1.00  $      1.00     $      1.00     $      1.00
                                                       ===========     ===========  ===========     ===========     ===========
Total Return(1) .......................................       3.17%           3.12%        3.31%           2.09%           2.13%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....       0.49%           0.49%        0.52%           0.50%           0.51%
Ratio of Net Investment Income to Average Net Assets ..       3.10%           3.12%        3.28%           2.07%           2.09%
Net Assets, End of Year (in thousands) ................$   417,784     $   425.846  $   414,099     $   371,074     $   338,731

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>

24       American Century Investments                             1-800-345-2021


<TABLE>
<CAPTION>
California Municipal Money Market

                                                           1997            1996           1995            1994            1993
PER-SHARE DATA
<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 (dividends) ..................       0.03            0.03            0.03            0.02            0.02
                                                       -----------     -----------     -----------     -----------     -----------
Less Distributions
   From Net Investment Income (dividends) .............      (0.03)          (0.03)          (0.03)          (0.02)          (0.02)
                                                       -----------     -----------     -----------     -----------     -----------
Net Asset Value, End of Year ..........................$      1.00     $      1.00     $      1.00     $      1.00     $      1.00
                                                       ===========     ===========     ===========     ===========     ===========

Total Return(1) .......................................       3.15%           3.23%           3.35%           2.15%           2.25%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .....       0.52%           0.53%           0.53%           0.51%           0.46%
Ratio of Net Investment Income to Average Net Assets ..       3.10%           3.20%           3.31%           2.13%           2.21%
Net Assets, End of Year (in thousands) ................$   170,447     $   196,520     $   191,722     $   243,701     $   247,621

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>

www.americancentury.com                     American Century Investments      25


<TABLE>
<CAPTION>
California Limited-Term Tax-Free

                                                             1997           1996            1995            1994            1993
PER-SHARE DATA
<S>                                                    <C>             <C>             <C>             <C>             <C>        
Net Asset Value, Beginning of Year ....................$     10.19     $     10.23     $     10.12     $     10.34     $     10.12
                                                       -----------     -----------     -----------     -----------     -----------
Income from Investment Operations
   Net Investment Income (dividends) ..................       0.43            0.43            0.41            0.38            0.38
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions ............................       0.11           (0.04)           0.11           (0.18)           0.22
                                                       -----------     -----------     -----------     -----------     -----------
   Total From Investment Operations ...................       0.54            0.39            0.52            0.20            0.60
                                                       -----------     -----------     -----------     -----------     -----------
Less Distributions
   From Net Investment Income (dividends) .............      (0.43)          (0.43)          (0.41)          (0.38)          (0.38)
   In Excess of Net Realized Gains ....................        -.-             -.-             -.-           (0.04)            -.-
                                                       -----------     -----------     -----------     -----------     -----------
   Total Distributions ................................      (0.43)          (0.43)          (0.41)          (0.42)          (0.38)
                                                       -----------     -----------     -----------     -----------     -----------
Net Asset Value, End of Year ..........................$     10.30     $     10.19     $     10.23     $     10.12     $     10.34
                                                       ===========     ===========     ===========     ===========     ===========

Total Return(1) .......................................       5.42%           3.87%           5.33%           1.90%           6.15%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....       0.49%           0.49%           0.51%           0.51%           0.36%
Ratio of Net Investment Income to Average Net Assets ..       4.20%           4.20%           4.10%           3.68%           3.76%
Portfolio Turnover Rate ...............................         47%             44%             50%             66%             54%
Net Assets, End of Year (in thousands) ................$   126,631     $   103,707     $   104,723     $   120,627     $   114,019

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>

26       American Century Investments                             1-800-345-2021


<TABLE>
<CAPTION>
California Intermediate-Term Tax-Free

                                                            1997           1996           1995           1994          1993
PER-SHARE DATA
<S>                                                    <C>            <C>            <C>            <C>            <C>        
Net Asset Value, Beginning of Year ....................$     11.05    $     11.06    $     10.86    $     11.36    $     10.85
                                                       -----------    -----------    -----------    -----------    -----------
Income from Investment Operations
   Net Investment Income (dividends) ..................       0.54           0.54           0.54           0.54           0.56
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions ............................       0.25          (0.01)          0.20          (0.41)          0.53
                                                       -----------    -----------    -----------    -----------    -----------
   Total From Investment Operations ...................       0.79           0.53           0.74           0.13           1.09
                                                       -----------    -----------    -----------    -----------    -----------
Less Distributions
   From Net Investment Income (dividends) .............      (0.54)         (0.54)         (0.54)         (0.54)         (0.56)
   From Net Realized Gains on Investment Transactions .      (0.03)           -.-            -.-          (0.08)         (0.02)
   In Excess of Net Realized Gains ....................        -.-            -.-            -.-          (0.01)           -.-
                                                       -----------    -----------    -----------    -----------    -----------

   Total Distributions ................................      (0.57)         (0.54)         (0.54)         (0.63)         (0.58)
                                                       -----------    -----------    -----------    -----------    -----------
Net Asset Value, End of Year ..........................$     11.27    $     11.05    $     11.06    $     10.86    $     11.36
                                                       ===========    ===========    ===========    ===========    ===========

Total Return(1) .......................................       7.39%          4.79%          7.09%          1.11%         10.42%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....       0.48%          0.48%          0.48%          0.48%          0.50%
Ratio of Net Investment Income to Average Net Assets ..       4.81%          4.87%          5.02%          4.82%          5.05%
Portfolio Turnover Rate ...............................         42%            36%            25%            44%            27%
Net Assets, End of Year (in thousands) ................$   435,440    $   430,950    $   417,550    $   428,293    $   444,460

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>

www.americancentury.com                     American Century Investments      27


<TABLE>
<CAPTION>
California Long-Term Tax-Free

                                                            1998           1997           1996           1995          1994
PER-SHARE DATA
<S>                                                    <C>            <C>            <C>            <C>            <C>        
Net Asset Value, Beginning of Year ....................$     11.06    $     10.94    $     10.88    $     12.02    $     11.44
                                                       -----------    -----------    -----------    -----------    -----------
Income from Investment Operations
   Net Investment Income (dividends) ..................       0.61           0.61           0.62           0.63           0.66
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions ............................       0.44           0.12           0.12          (0.71)          0.85
                                                       -----------    -----------    -----------    -----------    -----------
   Total From Investment Operations ...................       1.05           0.73           0.74          (0.08)          1.51
                                                       -----------    -----------    -----------    -----------    -----------
Less Distributions
   From Net Investment Income (dividends) .............      (0.61)         (0.61)         (0.62)         (0.63)         (0.66)
   From Net Realized Gains on Investment Transactions .      (0.02)           -.-          (0.06)         (0.43)         (0.27)
                                                       -----------    -----------    -----------    -----------    -----------
   Total Distributions ................................      (0.63)         (0.61)         (0.68)         (1.06)         (0.93)
                                                       -----------    -----------    -----------    -----------    -----------
Net Asset Value, End of Year ..........................$     11.48    $     11.06    $     10.94    $     10.88    $     12.02
                                                       ===========    ===========    ===========    ===========    ===========

Total Return(1) .......................................       9.70%          6.77%          7.21%         (0.78)%        14.02%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....       0.48%          0.48%          0.49%          0.48%          0.49%
Ratio of Net Investment Income to Average Net Assets ..       5.40%          5.48%          5.84%          5.51%          5.76%
Portfolio Turnover Rate ...............................         50%            42%            60%            62%            55%
Net Assets, End of Year (in thousands) ................$   304,671    $   288,022    $   276,085    $   277,477    $   338,075

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>

28       American Century Investments                             1-800-345-2021


<TABLE>
<CAPTION>
California Insured Tax-Free

                                                             1998           1997           1996            1995          1994
PER-SHARE DATA
<S>                                                    <C>            <C>            <C>            <C>            <C>        
Net Asset Value, Beginning of Year ....................$     10.00    $      9.89    $      9.67    $     10.64    $      9.97
                                                       -----------    -----------    -----------    -----------    -----------
Income from Investment Operations
   Net Investment Income (dividends) ..................       0.53           0.53           0.53           0.53           0.55
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions ............................       0.37           0.11           0.22          (0.69)          0.76
                                                       -----------    -----------    -----------    -----------    -----------
   Total From Investment Operations ...................       0.90           0.64           0.75          (0.16)          1.31
                                                       -----------    -----------    -----------    -----------    -----------
Less Distributions
   From Net Investment Income (dividends) .............      (0.53)         (0.53)         (0.53)         (0.53)         (0.55)
   From Net Realized Gains on Investment Transactions .        -.-            -.-            -.-          (0.21)         (0.09)
   In Excess of Net Realized Gains ....................        -.-            -.-            -.-          (0.07)           -.-
                                                       -----------    -----------    -----------    -----------    -----------
   Total Distributions ................................      (0.53)         (0.53)         (0.53)         (0.81)         (0.55)
                                                       -----------    -----------    -----------    -----------    -----------
Net Asset Value, End of Year ..........................$     10.37    $     10.00    $      9.89    $      9.67    $     10.64
                                                       ===========    ===========    ===========    ===========    ===========

Total Return(1) .......................................       9.25%          6.60%          8.09%         (1.68)%        13.74%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....       0.48%          0.49%          0.50%          0.49%          0.52%
Ratio of Net Investment Income to Average Net Assets ..       5.23%          5.30%          5.54%          5.20%          5.37%
Portfolio Turnover Rate ...............................         46%            43%            40%            47%            61%
Net Assets, End of Year (in thousands) ................$   189,145    $   191,811    $   178,913    $   189,439    $   223,440

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>

www.americancentury.com                     American Century Investments      29


<TABLE>
<CAPTION>
California High-Yield Municipal

                                                            1998            1997          1996            1995          1994
PER-SHARE DATA
<S>                                                    <C>            <C>            <C>            <C>            <C>        
Net Asset Value, Beginning of Year ....................$      9.27    $      9.11    $      9.06    $      9.66    $      9.12
                                                       -----------    -----------    -----------    -----------    -----------
Income from Investment Operations
   Net Investment Income (dividends) ..................       0.55           0.56           0.56           0.56           0.57
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions ............................       0.41           0.16           0.05          (0.48)          0.54
                                                       -----------    -----------    -----------    -----------    -----------
   Total From Investment Operations ...................       0.96           0.72           0.61           0.08           1.11
                                                       -----------    -----------    -----------    -----------    -----------
Less Distributions
   From Net Investment Income (dividends) .............      (0.55)         (0.56)         (0.56)         (0.56)         (0.57)
   From Net Realized Gains on Investment Transactions .        -.-            -.-            -.-          (0.12)           -.-
                                                       -----------    -----------    -----------    -----------    -----------
   Total Distributions ................................      (0.55)         (0.56)         (0.56)         (0.68)         (0.57)
                                                       -----------    -----------    -----------    -----------    -----------
Net Asset Value, End of Year ..........................$      9.68    $      9.27    $      9.11    $      9.06    $      9.66
                                                       ===========    ===========    ===========    ===========    ===========

Total Return(1) .......................................      10.61%          8.02%          7.09%          0.87%         12.61%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....       0.50%          0.51%          0.51%          0.51%          0.55%
Ratio of Net Investment Income to Average Net Assets ..       5.77%          5.99%          6.30%          6.02%          6.14%
Portfolio Turnover Rate ...............................         46%            36%            40%            43%            27%
Net Assets, End of Year (in thousands) ................$   192,831    $   144,675    $   116,166    $   166,000    $   114,564

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>

30       American Century Investments                             1-800-345-2021

[back inside cover]

AT YOUR SERVICE

Make virtually any transaction online

The next time  you're  surfing  the Net,  stop by  American  Century's  Web site
(www.americancentury.com),   which  can  make  managing  your  American  Century
portfolio  easier.  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 can also sign up to
receive annual updates to your  prospectuses  and financial  reports via the Net
instead of the 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  Account[reg.sm]),  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

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.  It will save you time and a trip to the bank.
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 FYI library that are  available to you.  Financial  FYI, a growing
library of one-page  resources,  clearly and quickly explains various  financial
subjects to help you make informed decisions.  To request one of these articles,
call an Investor Services Representative.


[back cover]

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

Fax
816-340-7962

www.americancentury.com

Telecommunications Device for the Deaf
1-800-634-4113 or 816-444-3485

Institutional, Corporate, Keogh,
SEP/SARSEP, SIMPLE and 403(b) Services
1-800-345-3533

More information about the funds is contained in these documents:

ANNUAL  AND  SEMIANNUAL  REPORTS.  Contain  more  information  about the  fund's
investments   and  the  market   conditions  and  investment   strategies   that
significantly  affected the fund's  performance during the most recent six-month
fiscal period.

STATEMENT OF ADDITIONAL INFORMATION. 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 can also get information about the funds (including the SAI) from the SEC.

v   In person.  Go to the SEC's Public  Reference Room in Washington,  D.C. Call
    1-800-SEC-0330 for information about location and hours of operation.

v   On the internet. Go to www.sec.gov.

v   By mail.  Write to Public  Reference  Section of the Securities and Exchange
    Commission,  Washington,  D.C.  20549-6009.  The SEC  will  charge a fee for
    copying the documents you request.

Investment Company Act File No. 811-3706
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

December 14, 1998

AMERICAN CENTURY
CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS

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


This  Statement of Additional  Information  adds to the discussion in the funds'
Prospectus,  dated December 14, 1998, but is not a prospectus. If you would like
a copy of the  Prospectus,  please  contact us at one of the  addresses or phone
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.


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



Distributed by Funds Distributor, Inc.




Table of Contents

THE FUNDS' HISTORY .........................................................   1
FUND INVESTMENT OUTLINES ...................................................   1
   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 ......................................   2
   California Insured Tax-Free Fund ........................................   2
   California High-Yield Municipal Fund ....................................   3

DETAILED INFORMATION ABOUT THE FUNDS .......................................   3
   Investment Strategies and Risks .........................................   3
   Investment Policies .....................................................  13
   Temporary Defensive Measures ............................................  14
   Portfolio Turnover ......................................................  14

MANAGEMENT .................................................................  15
   The Board of Trustees ...................................................  15
   Officers ................................................................  17

THE FUNDS' BIGGEST SHAREHOLDERS ............................................  18
SERVICE PROVIDERS 18
   Investment Advisor ......................................................  18
   Distributor .............................................................  20
   Transfer Agent and Administrator ........................................  21
   Other Service Providers .................................................  21

BROKERAGE ALLOCATION .......................................................  21
INFORMATION ABOUT FUND SHARES ..............................................  22
BUYING AND SELLING FUND SHARES .............................................  22
VALUATION OF PORTFOLIO SECURITIES ..........................................  22
   Money Market Funds ......................................................  22
   Non-Money Market Funds ..................................................  23

TAXES ......................................................................  23
HOW FUND PERFORMANCE INFORMATION IS CALCULATED .............................  26
FINANCIAL STATEMENTS .......................................................  27
EXPLANATION OF FIXED INCOME SECURITIES RATINGS .............................  27
   Bond Ratings ............................................................  27
   Commercial Paper Ratings ................................................  28
   Note Ratings ............................................................  28

QUALITY OF PORTFOLIO SECURITIES HELD BY THE NON-MONEY MARKET FUNDS .........  29



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. The funds may have different inception dates.

<TABLE>
- --------------------------------------------------------------------------------------------------- --------------------
                                                                                                      Inception Date
Fund-Class (Ticker Symbol)
- --------------------------------------------------------------------------------------------------- --------------------
<S>                                                                                                      <C> 
American Century California Tax-Free Money Market Fund--Investor Class (BCTXX)                           11/09/1983
American Century California Municipal Money Market Fund--Investor Class (BNCXX)                          12/31/1990
American Century California Limited-Term Tax-Free Fund--Investor Class (BCSTX)                           06/01/1992
American Century California Intermediate-Term Tax-Free Fund--Investor Class (BCITX)                      11/09/1983
American Century California Long-Term Tax-Free Fund--Investor Class (BCLTX)                              11/09/1983
American Century California Insured Tax-Free Fund--Investor Class (BCINX)                                12/30/1986
American Century California High-Yield Municipal Fund--Investor Class (BCHYX)                            12/30/1986
- --------------------------------------------------------------------------------------------------- --------------------
</TABLE>

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 3.  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 25.

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 27.


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  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 23.


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.


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 23.


DETAILED 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  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  1996  population  of  approximately  32.4  million,
representing  approximately 12% of the U.S.  population,  has grown by 36% since
1980.  Total personal income,  an estimated $810 billion in 1996,  accounted for
approximately 12% of personal income nationwide.

From 1990-1993,  the state suffered through 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  300,000  non-farm  jobs were added in the state in 1996,
while personal  income grew by more than $55 billion.  Another  380,000 jobs are
expected to be created in 1997. The  unemployment  rate, while still higher than
the national average, fell to the low 6% range in mid-1997, 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  "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 September 1, 1997,  the state had  approximately  $17.9 billion of general
obligation bonds outstanding, and approximately $4.6 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
1996-97,  debt service on general obligation bonds and  lease-purchase  debt was
approximately  5.00% of General  Fund  revenues  down from 5.25% in fiscal  year
1994-95.

The state's  principal  sources of General Fund revenues for fiscal year 1996-97
were the California  personal income tax (45% of total revenues),  the sales tax
(35%), bank and corporations  taxes (13%) 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-12 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, an
initiative (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 two fiscal years, due
primarily to stronger than anticipated revenue and lower than anticipated social
spending.  The state  finished  fiscal  year  1996-97  with $408  million in the
state's  budget  reserve.  The past two  fiscal  years'  budgets  contained  the
following features:

*   Expenditures  for K-14 schools grew  significantly  as the new revenues were
    directed to school spending under Proposition 98.

*   The budgets restrained health and welfare spending levels.

*   General Fund support for the University of California  and California  State
    Universities grew by an average of 5.2% and 3.3% per year.

*   General Fund support for corrections grew as needed to meet increased prison
    population.

*   There was a 5% corporate income tax cut.

Current Budget.  The Budget Act anticipates  General Fund revenues and transfers
of $52.5 billion (6.8% increase from the prior fiscal year) and  expenditures of
$52.8 billion (an 8.0% increase).  On a budgetary  basis,  the budget reserve is
projected  to decrease  from $408 million as of June 30, 1997 to $112 million as
of June 30, 1998. The following are major features of the 1997-98 Budget Act:

*   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
    that 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.

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

Due to the improvement in the state's economy and financial condition, the State
of  California  was  upgraded 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  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,  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.

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 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:

(i) 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.

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

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

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

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

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

Lower-Quality Bonds

As indicated in the Prospectus, an investment in California High-Yield Municipal
carries  greater risk than an investment in the other funds because the fund may
invest without  limitation in lower-rated  bonds and unrated bonds judged by the
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.

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.

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 fund's  investment
objectives.  The fund 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
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.

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  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,  except  that the fund may
                        borrow 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 the fund from
                        investment 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.
- --------------------------------------------------------------------------------

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            [California  Municipal Money Market only]The fund, to
                           meet federal tax requirements for  qualification as a
                           "regulated investment company," limits its investment
                           so that at the close of each  quarter of its  taxable
                           year:  (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.

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

Futures and  options       The  money  market  funds  may not  purchase  or sell
[money market funds only]  futures  contracts or call options.  This  limitation
                           does not apply to 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
                           that the fund may obtain such  short-term  credits as
                           are necessary for the clearance of transactions,  and
                           provided  that  margin  payments in  connection  with
                           futures  contracts  and options on futures  contracts
                           shall not constitute purchasing securities on margin.
- --------------------------------------------------------------------------------

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' the 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.; 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>
- ------------------------------------- ------------------------- ----------------------------------------------------------
Name (Age)                            Position(s) Held With     Principal Occupation(s)
Address                               Fund                      During Past 5 Years
- ------------------------------------- ------------------------- ----------------------------------------------------------
<S>                                   <C>                       <C> 
Albert A. Eisenstat (68)              trustee                   Independent Director, Commercial Metals Co. (1982 to
1665 Charleston Road                                            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* (42)                trustee                   President, Chief Operating Officer and Assistant
4500 Main Street                                                Secretary, ACC
Kansas City, MO 64111                                           Executive Vice President, Chief Operating Officer and
                                                                Secretary, ACSC and ACIS

Myron S. Scholes (57)                 trustee                   Principal, Long-Term Capital Management (investment
1665 Charleston Road                                            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 (69)                 trustee                   Ralph M. Parsons Professor of Law and Business, Stanford
1665 Charleston Road                                            Law School (since 1972)
Mountain View, CA  94043                                        Director, RCM Capital Funds, Inc. (since 1994)

Isaac Stein (51)                      trustee                   Director, Raychem Corporation (electrical equipment,
1665 Charleston Road                                            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, Chairman of      Chief Executive Officer and Director, ACC
4500 Main Street                      the Board                 President, Chief Executive Officer and Director, ACSC
Kansas City, MO 64111                                           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)
- ------------------------------------- ------------------------- ----------------------------------------------------------

Committees
The Board has three  committees  to oversee  specific  functions  of the Trust's
operations.  Only independent  trustees serve on these  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 the activities of the Trust's
                     Kenneth E. Scott         independent auditor. The Committee receives reports from the advisor's
                     Jeanne D. Wohlers        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 and recommends
                     Ronald J. Gilson         individuals for nomination as trustees. The names of potential trustee
                     Myron S. Scholes         candidates are drawn from a number of sources, including
                     Kenneth E. Scott         recommendations from members of the Board, management and
                     Isaac Stein              shareholders. This committee also reviews and makes recommendations to
                     Jeanne D. Wohlers        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 the investment activities
                     Myron S. Scholes         and strategies used to manage fund assets. The Committee regularly
                     Isaac Stein              receives reports from portfolio managers, credit analysts and other
                                              investment personnel concerning the funds' investments.

Quality of Service   Ronald J. Gilson         The Quality of Service Committee reviews the level and quality of
                     Myron S. Scholes         transfer agent and administrative services provided to the funds and
                     Isaac Stein              their shareholders. It receives and reviews reports comparing those
                                              services to fund  competitors  and
                                              seeks  to  improve  such  services
                                              where feasible and appropriate.
- -------------------- ------------------------ ------------------------------------------------------------------------
</TABLE>

Compensation of Trustees

The  trustees  also serve as trustees for six (6)  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.

<TABLE>
Aggregate Trustee Compensation for Fiscal Year Ended August 31, 1998
- ----------------------------- ----------------------- ---------------------- ------------------- -----------------------
                                                                                                   Total Compensation
                                                           Pension or         Estimated Annual          from the
                                Total Compensation     Retirement Benefits     Benefits Upon        American Century
Name of Trustee                        from            Accrued as Part of        Retirement         Family of Funds
                                    the Funds             Fund Expenses
- ----------------------------- ----------------------- ---------------------- ------------------- -----------------------
<S>                                     <C>                 <C>                   <C>                   <C>
Albert A. Eisenstat                     $                      N/A                  N/A                    $
Ronald J. Gilson                        $                      N/A                  N/A                    $
Myron S. Scholes                        $                      N/A                  N/A                    $
Kenneth E. Scott                        $                      N/A                  N/A                    $
Isaac Stein                             $                      N/A                  N/A                    $
Jeanne D. Wohlers                       $                      N/A                  N/A                    $
- ----------------------------- ----------------------- ---------------------- ------------------- -----------------------
</TABLE>

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.

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 below. 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 below 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, ACSC, FDI,
ACC or ACC's subsidiaries, as specified in the table.

<TABLE>
- -------------------------------------- ---------------- ----------------------------------------------------------------
Name (Age)                             Position(s)      Principal Occupation(s)
Address                                Held With Fund   During Past 5 Years
- -------------------------------------- ---------------- ----------------------------------------------------------------
<S>                                    <C>              <C>  
George A. Rio (43)                     President        Executive Vice President and Director of Client Services, FDI
4500 Main Street                                        (March 1998 to present).
Kansas City, Missouri 64111                             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 (33)                    Vice President   Vice President and Manager of Treasury Services and
4500 Main Street                                        Administration, FDI, (1994 to present)
Kansas City, Missouri 64111                             Assistant Vice President and Client Manager, The Boston
                                                        Company, Inc. (1989 to 1994)

Maryanne Roepke, CPA (42)              Vice President   Vice President, Treasurer and Principal Accounting Officer,
4500 Main Street                       and Treasurer    ACSC
Kansas City, Missouri 64111

Patrick A. Looby (39)                  Vice President   Vice President and Assistant General Counsel, ACSC
4500 Main Street
Kansas City, MO 64111

Christopher J. Kelley (33)             Vice President   Vice President and Associate General Counsel, FDI (since July
4500 Main Street                                        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 General Counsel, ACSC
1665 Charleston Road                   Vice President
Mountain View, CA  94043

C. Jean Wade (34)                      Controller       Controller--Fund Accounting, ACSC
4500 Main Street
Kansas City, MO 64111
- -------------------------------------- ---------------- ----------------------------------------------------------------

The Funds' Biggest Shareholders
As of November 28, 1998, the following  companies were the record owners of more
than 5% of a fund's outstanding shares:

- ----------------------------------------------------------- -------------------------------- ----------------- -----------
                                                                                                               % of Shares
Fund                                                        Shareholder                      # of Shares Held  Out-standing
- ----------------------------------------------------------- -------------------------------- ----------------- -----------
California Limited-Term Tax-Free                            Charles Schwab & Co.                    2,169,419       17.2%
                                                            101 Montgomery Street
                                                            San Francisco, CA 94101
                                                            Bank of America                         1,328,888       10.5%
                                                            P.O. Box 513577
                                                            Los Angeles, CA 90051

California Intermediate-Term Tax-Free                       Charles Schwab & Co.                    5,739,593       14.9%
                                                            101 Montgomery Street
                                                            San Francisco, CA 94101

California Long-Term Tax-Free                               Charles Schwab & Co.                    1,792,649        6.7%
                                                            101 Montgomery Street
                                                            San Francisco, CA 94101

California Insured Tax-Free                                 Charles Schwab & Co.                    1,123,069        6.0%
                                                            101 Montgomery Street
                                                            San Francisco, CA 94101

California High-Yield Municipal                             Charles Schwab & Co.                    2,995,086       13.7%
                                                            101 Montgomery Street
                                                            San Francisco, CA 94101
- ----------------------------------------------------------- -------------------------------- ----------------- -----------
</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 November 28, 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.

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         Category Assets       Fee Rate
                                             ------------------ -------------
      California Municipal Money Market      First $1 billion       0.2700%
      California Tax-Free Money Market       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         Category Assets       Fee Rate
                                             ------------------ -------------
      California Limited-Term Tax-Free       First $1 billion       0.2800%
      California Intermediate-Term Tax-Free  Next $1 billion        0.2280%
      California Long-Term Tax-Free          Next $3 billion        0.1980%
      California Insured Tax-Free            Next $5 billion        0.1780%
                                             Next $15 billion       0.1650%
                                             Next $25 billion       0.1630%
                                             Thereafter             0.1625%
                                             ------------------ -------------

                                             ------------------ -------------
Investment Category Fee Schedule for         Category Assets       Fee Rate
                                             ------------------ -------------
      California High-Yield Municipal        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 right.

  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 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 fund.  In
addition,  purchases  or sales of the same  security may be made for two or more
clients or fund 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 following  table.  Fee amounts are
net of amounts  reimbursed  or  recouped  under the funds'  previous  investment
advisory agreement with Benham Management Corporation.

Unified Management Fees
- ------------------------------------------- -------------- ------------------
Fund                                            1998                1997
- ------------------------------------------- -------------- ------------------
California Tax-Free Money Market                               $1,309,574
California Municipal Money Market                                 654,212
California Limited-Term Tax-Free                                  346,562
California Intermediate-Term Tax-Free                           1,340,435
California Long-Term Tax-Free                                     920,960
California Tax-Free Insured                                       584,652
California High-Yield Municipal                                   527,834
- ------------------------------------------- -------------- ------------------

 Investment Advisory Fees
- ----------------------------------------------------- -----------------------
Fund                                                           1996
- ----------------------------------------------------- -----------------------
California Tax-Free Money Market                          $1,240,288
California Municipal Money Market                            563,912
California Limited-Term Tax-Free                             294,665
California Intermediate-Term Tax-Free                      1,249,491
California Long-Term Tax-Free                                833,863
California Tax-Free Insured                                  544,813
California High-Yield Municipal                              379,805
- ----------------------------------------------------- -----------------------


[right margin CALLOUT BOX]

Other Advisory Relationships

In addition  to  managing  the funds,  the  advisor  also acts as an  investment
advisor to 12 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.

[END CALLOUT BOX]

Distributor
The funds'  shares are  distributed  by Funds  Distributors,  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 below.
Fee amounts are net of expense limitations.

Administrative Fees
- ----------------------------------------- ------------------ -----------------
Fund                                         Fiscal 1997       Fiscal 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 Tax-Free Insured                         163,254           179,812
California High-Yield Municipal                     142,879           125,323
- ----------------------------------------- ------------------ -----------------
  Transfer Agent Fees
- ----------------------------------------- ------------------ -----------------
Fund                                         Fiscal 1997       Fiscal 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 Tax-Free Insured                          78,485            91,516
California High-Yield Municipal                      70,935            70,036
- ----------------------------------------- ------------------ -----------------

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 Auditors

PricewaterhouseCoopers  LLP is the independent auditor of the funds. The address
of  PricewaterhouseCoopers  LLP is City Center Square,  1100 Main Street,  Suite
900, Kansas City, Missouri 64105-2140.  As the independent auditor of the funds,
PricewaterhouseCoopers  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.

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  (the  Exchange),  usually  at 3 p.m.
Central  time each day the  Exchange  is open for  business.  The  Exchange  has
designated the following  holiday  closings for 1999: New Year's Day (observed),
Martin  Luther  King Jr.  Day,  Presidents'  Day,  Good  Friday,  Memorial  Day,
Independence  Day,  Labor Day,  Thanksgiving  Day and Christmas Day  (observed).
Although  the funds  expect the same  holiday  schedule  to be  observed  in the
future, the Exchange may modify its holiday schedule at any time.

The 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 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.

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

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

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

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

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

As of August  31,  1998,  the funds on the table to the right 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 Money Market    $298,915 (expiring 1999 through 2004)
California Municipal Money Market   $158,606 (expiring 2003 through 2004)
California Limited-Term Tax-Free    $833,657 (expiring 2003 and 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.

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)
- ----------------------------------------- ------------------- ------------------
Fund                                         7-Day Yield         Effective Yield
- ----------------------------------------- ------------------- ------------------
California Tax-Free Money Market           2.91%                 2.95%
California Municipal Money Market          2.97%                 3.01%
- ----------------------------------------- ------------------- ------------------

Non-Money Market Fund Yields
(30-day period ended August 31, 1998)

- ---------------------------------------------------- ---------------------------
Fund                                                          30-Day Yield
- ---------------------------------------------------- ---------------------------
California Limited-Term Tax-Free                        3.67%
California Intermediate-Term Tax-Free                   3.97%
California Long-Term Tax-Free                           4.64%
California High-Yield Municipal                         5.04%
California Insured Tax-Free                             4.55%
- ---------------------------------------------------- ---------------------------

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 equation to
the right.

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

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.

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.  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.

Average Annual Total Returns
- ------------------------------- ----------- ----------- ----------- ------------
                                One-Year    Five-Years  Ten-Years   Life of Fund
Fund
- ------------------------------- ----------- ----------- ----------- ------------
Tax-Free Money Market(1)         3.17%       2.76%       3.64%       3.86%
Municipal Money Market(2)        3.15%       2.82%            --     3.12%
Limited-Term Tax-Free(3)         5.42%       4.52%            --     4.74%
Intermediate-Term Tax-Free(1)    7.39%       6.12%       6.67%       6.95%
Long-Term Tax-Free(1)            9.70%       7.27%       7.97%       8.48%
High-Yield Municipal Fund(4)    10.61%       7.76%       8.13%       6.70%
Insured Tax-Free(4)              9.25%       7.08%       7.91%       6.87%
- ------------------------------- ----------- ----------- ----------- ------------
(1) Commenced operations on November 9, 1983.
(2) Commenced operations on December 31, 1990.
(3) Commenced operations on June 1, 1992.
(4) Commenced operations on December 30, 1986.

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

The funds'  performance  may be compared  with the  performance  of other mutual
funds  tracked by mutual  fund rating  services or with other  indexes of market
performance.  This may include  comparisons with funds that, unlike 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 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  and the  Statements of Operations  for the fiscal year ended August
31, 1998, and the Statements of Changes in Net Assets for the fiscal years ended
August 31, 1997 and 1998, are included in the Annual Reports to shareholders for
the fiscal year ended August 31, 1998.  The report on the  financial  highlights
for the  fiscal  years  1993,  1994,  1995 and 1996 are  included  in the Annual
Reports to  shareholders  for the fiscal year ended August 31,  1996,  Each such
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 phone
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  to  meet
                       timely payment of interest and repayment of principal. In
                       the event of  adverse  business,  financial  or  economic
                       conditions,  it is not likely to have the capacity to pay
                       interest and repay principal. The CCC/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.

    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.

<TABLE>
Commercial Paper Ratings
- ------------------------------------------------------------------------------------------------------------------------
S&P         Moody's          Description
- ----------- ---------------- -------------------------------------------------------------------------------------------
<S>         <C>              <C>                                                                                 
A-1         Prime-1          This indicates that the degree of safety regarding timely payment is strong. Standard &
            (P-1)            Poor's rates those issues determined to possess extremely strong safety characteristics
                             as A-1+.

A-2         Prime-2          Capacity for timely payment on commercial paper is satisfactory, but the relative degree
            (P-2)            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. Issues that carry this rating are somewhat
            (P-3)            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 the 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.
- ----------- ---------------- -------------------------------------------------------------------------------------------

Quality of Portfolio Securities Held by the Non-Money Market Funds

The table below provides a summary of ratings  assigned to  obligations  held by
each of the non-money market funds. These figures are  dollar-weighted  averages
of month-end  holdings  during  fiscal 1998,  presented as a percentage of total
investments. For obligations with different ratings assigned by different rating
agencies,  the  highest  rating  assigned  is the one relied upon to create this
table.  The  percentages  are historical and are not  necessarily  indicative of
current or future portfolio holdings, which may vary in quality.

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



More  information  about  the  funds  is  contained  in the  funds'  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  six-month  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  get  the  annual  and  semiannual  reports  for  free  and ask any
     questions about the funds by contacting us at one of the addresses or phone
     numbers listed below.

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

www.americancentury.com

Investor Services
1-800-345-2021 or 816-531-5575

Automated Information Line
1-800-345-8765

Institutional, Corporate, Keogh, SEP/SARSEP, SIMPLE and 403(b) Services
1-800-345-3533

Telecommunications Device for Deaf
1-800-634-4113 or 816-444-3485

Fax
816-340-7962

*    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 get the annual and semiannual reports directly from them.


*    You can also get information about the funds from the SEC.

     *    In person.  Go to the SEC's Public Reference Room in Washington,  D.C.
          Call  1-800-SEC-0330  for  information  about  location  and  hours of
          operation.

     *    On the internet. Go to www.sec.gov.

     *    By mail.  Write to Public  Reference  Section  of the  Securities  and
          Exchange Commission,  Washington, D.C. 20549-6009. The SEC will charge
          a fee for copying the documents you request.

Investment Company Act File No. 811-XXXX
<PAGE>
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


1933 Act Post-Effective Amendment No. 26
1940 Act Amendment No. 30
- --------------------------------------------------------------------------------

PART C   OTHER INFORMATION

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

         (1)      (a)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).

                  (b)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).

         (2)      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).

         (3)      Not applicable.

         (4)      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).

         (5)      (a)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).

                  (b)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).

         (6)      Not applicable.

         (7)      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).

         (8)      (a)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).

                  (b)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).

         (9)      Opinion and consent of counsel is included herein.

         (10)     (a)Consent  of  Pricewaterhouse   Coopers,   LLP,  independent
                  auditors to be filed by amendment.

                  (b)Consent of KPMG Peat Marwick,  LLP, independent auditors to
                  be filed by amendment.

                  (c)Power of Attorney dated July 9, 1998, is included herein.

         (11)     Not applicable.

         (12)     Not applicable.

         (13)     Not applicable.

         (14)     (a)FDS - California Tax-Free Money Market Fund.

                  (b)FDS - California Municipal Money Market Fund.

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

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

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

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

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

         (15)     Not applicable.


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

         None.

Item 25. Indemnification.

         As stated  in  Article  VII,  Section  3 of the  Declaration  of Trust,
         incorporated  herein by  reference  to  Exhibit  1 to the  Registration
         Statement, "The Trustees shall be entitled and empowered to the fullest
         extent  permitted  by law to purchase  insurance  for and to provide by
         resolution or in the Bylaws for indemnification out of Trust assets for
         liability and for all expenses  reasonably incurred or paid or expected
         to be paid by a  Trustee  or  officer  in  connection  with any  claim,
         action,  suit,  or  proceeding  in which he or she becomes  involved by
         virtue of his or her capacity or former  capacity  with the Trust.  The
         provisions,   including  any  exceptions  and  limitations   concerning
         indemnification,  may be set  forth in  detail  in the  Bylaws  or in a
         resolution adopted by the Board of Trustees."

         Registrant hereby incorporates by reference,  as though set forth fully
         herein, Article VI of the Registrant's Bylaws, amended on May 17, 1995,
         appearing as Exhibit 2 to Post-Effective Amendment No. 23.

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 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.          
          BJB Investment Funds                               
          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

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

Allen B. Closser                     Senior Vice President               none

Bernard A. Whalen                    Senior Vice President               none

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

         (c) Not applicable.

Item 29. 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 30. Management Services.

         Not applicable.

Item 31. Undertakings.

         Registrant  undertakes  to furnish each person to whom a Prospectus  is
         delivered   with  a  copy  of  the   Registrant's   latest   report  to
         shareholders, upon request and without charge.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of  1940,  the  Registrant  has  duly  caused  this  Post-Effective
Amendment No. 26/Amendment No. 30 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, and State of Missouri, on
the 16th day of October,  1998. I hereby certify that this  Amendment  meets the
requirements for immediate effectiveness pursuant to Rule 485(a).

                     AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


                     By:  /s/Patrick A. Looby
                          Patrick A. Looby
                          Vice President

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment No. 26/Amendment No. 30 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            October 16, 1998
- ---------------------------------    Principal Financial Officer
George A. Rio

*                                    Vice President and Treasurer                  October 16, 1998
- ---------------------------------
Maryanne Roepke

*                                    Trustee                                       October 16, 1998
- ---------------------------------    
James E. Stowers III

*                                    Trustee                                       October 16, 1998
- ---------------------------------    
William M. Lyons

*                                    Trustee                                       October 16, 1998
- ---------------------------------
Albert A. Eisenstat

*                                    Trustee                                       October 16, 1998
- ---------------------------------
Ronald J. Gilson

*                                    Trustee                                       October 16, 1998
- ---------------------------------
Myron S. Scholes

*                                    Trustee                                       October 16, 1998
- ---------------------------------
Kenneth E. Scott

*                                    Trustee                                       October 16, 1998
- ---------------------------------
Isaac Stein

*                                    Trustee                                       October 16, 1998
- ---------------------------------
Jeanne D. Wohlers

</TABLE>
/s/Patrick a. Looby
*by Patrick a. Looby,  Attorney in Fact  (pursuant to a Power of Attorney  dated
July 9, 1998).

EXHIBIT     DESCRIPTION

EX-99.B1a   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.B1b   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.B2    Amended and  Restated  Bylaws dated May 17, 1995 (filed as a part of
            Post-Effective  Amendment  No. 22 on Form N-1A of the  Registrant on
            October 27, 1995, Accession #717316-95-000007).

EX-99.B4    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.B5a   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.B5b   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.B7    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.B8a   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.B8b   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.B9    Opinion and consent of counsel.

EX-99.B10a  Consent of Pricewaterhouse Coopers, LLP, independent auditors, to be
            filed by amendment.

EX-99.B10b  Consent of KPMG Peat Marwick, LLP, independent auditors, to be filed
            by amendment.

EX-99.B10c  Power of Attorney dated July 9, 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.

                               CHARLES C.S. PARK
                                ATTORNEY AT LAW

                              1665 CHARLESTON ROAD
                        MOUNTAIN VIEW, CALIFORNIA 94043

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

October 16, 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. 26 and 1940 Act Amendment No. 30 to its Registration  Statement on
Form N-1A, to be filed with the  Securities  and Exchange  Commission on October
16, 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. 26 and Amendment No. 30, referenced above.

                                 Very truly yours,

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

                                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, Douglas A. Paul,  Patrick A. Looby,  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 9th day of July, 1998.

                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


                        By: /s/  George A. Rio
                        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                        Director
Principal Financial Officer

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

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

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

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


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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