AMERICAN CENTURY MUNICIPAL TRUST
485APOS, 1999-07-08
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                           FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]

     File No. 2-91229

     Pre-Effective Amendment No.                                      [ ]

     Post-Effective Amendment No. 26                                  [X]

                             and/or

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

     File No. 811-4025

     Amendment No. 27                                                 [X]

                        (Check appropriate box or boxes.)


                        AMERICAN CENTURY MUNICIPAL TRUST
       _________________________________________________________________
               (Exact Name of Registrant as Specified in Charter)


                     4500 Main Street, Kansas City, MO 64111
       _________________________________________________________________
               (Address of Principal Executive Offices) (Zip Code)


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


         David C. Tucker, Esq., 4500 Main Street, Kansas City, MO 64111
       _________________________________________________________________
                     (Name and Address of Agent for Service)

        Approximate Date of Proposed Public Offering: September 7, 1999

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

PROSPECTUS

SEPTEMBER 7, 1999
- --------------------------------------------------------------------------------

FLORIDA MUNICIPAL MONEY MARKET FUND
FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND
ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND


INVESTOR CLASS

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

Distributed by Funds Distributor, Inc.




Dear Investor,


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

Here's what you'll find:

o The funds' primary investments and risks
o A description of who may or may not want to invest in the funds
o Fund performance, including returns for each year, best and worst quarters
  and average annual returns compared to the funds' benchmarks
o An overview of ways to best manage your accounts
o Helpful tips and definitions of key investment terms

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

                                      Sincerely,


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







TABLE OF CONTENTS

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

Fund Performance History.......................................................3

Fees and Expenses..............................................................6

Information about the Funds....................................................7

         Florida Municipal Money Market Fund
         Florida Intermediate-Term Municipal Fund
         Arizona Intermediate-Term Municipal Fund

Basics of Fixed-Income Investing..............................................xx

Management....................................................................xx

Investing with American Century...............................................xx

Share Price and Distributions.................................................xx

Taxes.........................................................................xx

Financial Highlights..........................................................xx


**********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.

o........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS









AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek high current income and investment returns that are exempt from
regular federal income tax and taxes imposed by Florida or Arizona.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The funds  invest  most of their  assets in DEBT  SECURITIES  issued by  cities,
counties  and  other  municipalities  and U.S.  territories.  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.
A more detailed  description  about the funds'  investment  strategies and risks
begins on page 7.

<TABLE>
Fund                        Primary Investments                            Primary Risks
- -------------------------------------------------------------------------------------------------
<S>                         <C>                                            <C>
Florida Municipal Money     High-quality, very short-term debt securities  Florida economic risk
Market                                                                     Some credit risk
Florida Intermediate-Term   Quality debt securities that mature in one     Florida economic risk
Municipal                   to five years                                  Credit risk
                                                                           Interest rate risk
Arizona Intermediate-Term   Quality debt securities that mature in four    Arizona economic risk
Municipal                   or more years                                  Credit risk
                                                                           Interest rate risk
</TABLE>


WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

o a Florida or Arizona resident or taxpayer
o seeking current tax-free income
o comfortable with risk based on Florida's or Arizona's economy
o comfortable with the funds' other investment risks
o seeking diversification by investing in a fixed-income mutual fund

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

o investing in a IRA or other tax-advantaged retirement plan
o investing for long-term growth
o looking for the added security of FDIC insurance

**********LEFT MARGIN CALLOUTS

DEBT  SECURITIES  include   fixed-income   investments  such  as  notes,  bonds,
commercial paper and debentures.

o    An investment in the funds is not a bank deposit,  and it is not insured or
     guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
     government agency. Although the Florida Money Market Fund seeks to preserve
     the value of your  investment  at $1.00 per share,  it is  possible to lose
     money by investing in it.

**********END LEFT MARGIN CALLOUTS









FUND PERFORMANCE HISTORY

Florida Municipal Money Market Fund

ANNUAL TOTAL RETURNS (1)

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

[bar chart]
1998     3.13%
1997     3.39%
1996     3.67%
1995     4.07%

1 As of June 30,  1999,  the end of the most recent  calendar  quarter,  Florida
Municipal Money Market's year-to-date return was ___%.

The highest and lowest  quarterly  returns for the period reflected in the chart
are:

                                           Highest               Lowest
- --------------------------------------------------------------------------------
Florida Municipal Money Market             1.06% (2Q 1995)       0.73% (4Q 1998)


AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the fund's  Investor
Class Shares for the periods  indicated.  The benchmark is included in the table
for performance comparison.

<TABLE>
For the calendar year ended December 31, 1998               1 year     Life of Fund (1)
- ----------------------------------------------------------------------------------------
<S>                                                         <C>        <C>
Florida Municipal Money Market                              3.13%      3.52%
Lipper Other States Tax-Exempt Money Market Funds           3.01%      3.20% (2)
</TABLE>

1 The inception date for the fund is April 11, 1994.
2 Benchmark from April 30, 1994.


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

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

**********END LEFT MARGIN CALLOUTS







FUND PERFORMANCE HISTORY

Florida Intermediate-Term Municipal Fund

ANNUAL TOTAL RETURNS (1)

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

[bar chart]
1998     6.49%
1997     8.22%
1996     3.66%
1995     13.49%

1 As of June 30,  1999,  the end of the most recent  calendar  quarter,  Florida
Intermediate-Term Municipal's year-to-date return was ___%.

The highest and lowest  quarterly  returns for the period reflected in the chart
are:

                                          Highest               Lowest
- --------------------------------------------------------------------------------
Florida Intermediate-Term Municipal       5.06% (1Q 1995)       -0.51% (1Q 1996)


AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the fund's  Investor
Class Shares for the periods indicated. The benchmark is an unmanaged index that
has no operating costs and is included in the table for performance comparison.

<TABLE>
For the calendar year ended December 31, 1998               1 year     Life of Fund (1)
- ----------------------------------------------------------------------------------------
<S>                                                         <C>        <C>
Florida Intermediate-Term Municipal                         3.13%      3.52%
Lehman 5-Year General Obligation                            5.84%      6.25% (2)
</TABLE>

1 The inception date for Florida Intermediate-Term  Municipal is April 11, 1994.
2 Benchmark from April 30, 1994.

**********LEFT MARGIN CALLOUTS

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

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

**********END LEFT MARGIN CALLOUTS







FUND PERFORMANCE HISTORY

Arizona Intermediate-Term Municipal Fund

ANNUAL TOTAL RETURNS (1)

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

[bar chart]
1998     5.90%
1997     6.90%
1996     3.74%
1995     13.15%

1 As of June 30,  1999,  the end of the most recent  calendar  quarter,  Arizona
Intermediate-Term Municipal's year-to-date return was ___%.

The highest and lowest  quarterly  returns for the period reflected in the chart
are:

                                          Highest               Lowest
- --------------------------------------------------------------------------------
Arizona Intermediate-Term Municipal       4.60% (1Q 1995)       -0.53% (1Q 1996)


AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the fund's  Investor
Class Shares for the periods indicated. The benchmark is an unmanaged index that
has no operating costs and is included in the table for performance comparison.

<TABLE>
For the calendar year ended December 31, 1998               1 year     Life of Fund (1)
- ----------------------------------------------------------------------------------------
<S>                                                         <C>        <C>
Arizona Intermediate-Term Municipal                         5.90%      6.66%
Lehman 5-Year General Obligation Index                      5.84%      6.25% (2)
</TABLE>

1 The inception date for Arizona Intermediate-Term  Municipal is April 11, 1994.
2 Benchmark from April 30, 1994.


**********LEFT MARGIN CALLOUTS

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

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

**********END LEFT MARGIN CALLOUTS







Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Investor Class shares of other American Century funds
o to redeem your shares

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
                                            Management       Distribution and         Other          Total Annual Fund
                                            Fee(1)           Service (12b-1) Fees     Expenses(2)    Operating Expenses
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
<S>                                         <C>                                       <C>            <C>
Florida Municipal Money Market              0.50%            None                     0.01%          0.51%
Florida Intermediate-Term Municipal         0.50%            None                     0.01%          0.51%
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
Arizona Intermediate-Term Municipal         0.51%            None                     0.01%          0.52%
</TABLE>

1    Based on expenses  incurred  during the funds' most recent fiscal year. The
     funds have a stepped fee schedule.  As a result,  the funds' management fee
     rate generally decreases as fund assets increase.

2    Other  expenses  include the fees and  expenses  of the funds'  independent
     trustees, their legal counsel and interest.

EXAMPLES

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year and
o incur the same operating expenses shown above,

 ... your cost of investing in the fund would be:
<TABLE>
                                             1 year             3 years             5 years             10 years
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
<S>                                          <C>                <C>                 <C>                 <C>
Florida Municipal Money Market               $52                $163                $285                $640
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
Florida Intermediate-Term Municipal          $52                $163                $285                $640
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
Arizona Intermediate-Term Municipal          $53                $167                $290                $652
</TABLE>

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS






INFORMATION ABOUT THE FUNDS

FLORIDA MUNICIPAL MONEY MARKET FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Florida Municipal Money Market seeks safety of principal and high current income
that is exempt from  federal  income tax and seeks to be exempt from the Florida
intangible personal property tax.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy cash-equivalent,  HIGH-QUALITY DEBT SECURITIES with income
payments  exempt from  federal  income tax and which are exempt from the Florida
intangible personal property tax. Cities,  counties and other  municipalities in
Florida usually issue these securities for public projects,  such as schools and
roads.

The fund managers also may buy  cash-equivalent,  high-quality  debt  securities
with income  payments  exempt  federal  income tax and which are exempt from the
Florida  intangible  personal  property tax, but are not exempt from the federal
alternative  minimum tax. Cities,  counties and other  municipalities in Florida
usually  issue  these  securities   (called  private  activity  bonds)  to  fund
for-profit private projects, such as hospitals and athletic stadiums.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.

Because the fund invests primarily in Florida municipal  securities,  it will be
sensitive  to events that affect  Florida's  economy.  Florida  Municipal  Money
Market  may have a higher  level of risk  than  funds  that  invest  in a larger
universe of securities.


**********LEFT MARGIN CALLOUTS

o    Income from Tax-Free Money Market may be subject to the alternative minimum
     tax. For more information, see "Taxes" in this Prospectus.

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 fund's 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 Statement of Additional
Information.

**********END LEFT MARGIN CALLOUTS







FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Florida  Intermediate-Term  Municipal seeks safety of principal and high current
income  that is exempt from  federal  income tax and seeks to be exempt from the
Florida intangible personal property tax.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy QUALITY,  intermediate-term  debt  securities  with income
payments  exempt from  federal  income tax and which are exempt from the Florida
intangible personal property tax. Cities,  counties and other  municipalities in
Florida usually issue these securities for public projects,  such as schools and
roads.

The fund managers also may buy quality,  intermediate-term  debt securities with
income  payments exempt federal income tax and which are exempt from the Florida
intangible   personal  property  tax,  but  are  not  exempt  from  the  federal
alternative  minimum tax. Cities,  counties and other  municipalities in Florida
usually  issue  these  securities   (called  private  activity  bonds)  to  fund
for-profit private projects, such as hospitals and athletic stadiums.

The fund  managers  also may use  futures  contracts  and  options to pursue its
investment objective.

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.

The WEIGHTED  AVERAGE MATURITY of the fund is expected to be between five and 10
years.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

When interest rates change, the fund's share value will be affected.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates  decline.  The interest rate risk is higher for Florida
Intermediate-Term  Municipal than for funds that have shorter  weighted  average
maturities, such as money market and short-term bond funds.

The fund  may  invest  part of its  assets  in  securities  rated in the  lowest
investment-grade  category (e.g.,  Baa or BBB). The issuers of these  securities
are more likely to have problems making interest and principal payments.

Because the fund invests primarily in Florida municipal  securities,  it will be
sensitive to events that affect  Florida's  economy.  Florida  Intermediate-Term
Municipal  may have a higher  level of risk than funds  that  invest in a larger
universe of securities.

As with all  funds,  at any  given  time the  value of your  shares  of  Florida
Intermediate-Term  Municipal  may be worth more or less than the price you paid.
If you sell your shares when the value is less than the price you paid, you will
lose money.


**********LEFT MARGIN CALLOUTS

o    Income from the funds may be subject to the  alternative  minimum  tax. For
     more information, see "Taxes" in this Prospectus.

A 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 fund's 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 Statement of Additional
Information.

WEIGHTED  AVERAGE  MATURITY is a measure of a fund's interest rate  sensitivity.
For more information, see "Weighted Average Maturity" in this Prospectus.

**********END LEFT MARGIN CALLOUTS







ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Arizona  Intermediate-Term  Municipal seeks safety of principal and high current
income that is exempt from federal and Arizona income taxes.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy  intermediate-term,  QUALITY DEBT  SECURITIES  with income
payments  exempt from federal and Arizona  income  taxes.  Cities,  counties and
other  municipalities  in Arizona  usually  issue  these  securities  for public
projects, such as schools and roads.

The fund managers also may buy  intermediate-term,quality  debt securities whose
payments are exempt from federal and Arizona  income taxes,  but not the federal
alternative  minimum tax. Cities,  counties and other  municipalities in Arizona
usually  issue  these  securities   (called  private  activity  bonds)  to  fund
for-profit private projects, such as hospitals and athletic stadiums.

The fund  managers  also may use  futures  contracts  and  options to pursue the
fund's investment objectives.

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.

The WEIGHTED  AVERAGE MATURITY of the fund is expected to be between five and 10
years.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

When interest rates change, the fund's share value will be affected.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates  decline.  The interest rate risk is higher for Arizona
Intermediate-Term  Municipal than for funds which have shorter  weighted average
maturities, such as money market and short-term bond funds.

The fund  may  invest  part of its  assets  in  securities  rated in the  lowest
investment-grade  category (e.g.,  Baa or BBB). The issuers of these  securities
are more likely to have problems making interest and principal payments.

Because the fund invests primarily in Arizona municipal  securities,  it will be
sensitive to events that affect  Arizona's  economy.  Arizona  Intermediate-Term
Municipal  may have a higher  level of risk than funds  that  invest in a larger
universe of securities.

As with all  funds,  at any  given  time the  value of your  shares  of  Arizona
Intermediate-Term  Municipal  may be worth more or less than the price you paid.
If you sell your shares when the value is less than the price you paid, you will
lose money.


**********LEFT MARGIN CALLOUTS

o    Income from the funds may be subject to the  alternative  minimum  tax. For
     more information, see "Taxes" in this Prospectus.

A 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 fund's 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 Statement of Additional
Information.

WEIGHTED  AVERAGE  MATURITY is a measure of a fund's interest rate  sensitivity.
For more information, see "Weighted Average Maturity" in this Prospectus.

**********END LEFT MARGIN CALLOUTS








BASICS OF FIXED INCOME INVESTING

DEBT SECURITIES

When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
debt  security is first sold by the  issuer,  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, liquidity and credit quality.

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

o    determining which securities help a fund meet its maturity requirements

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

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

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

WEIGHTED AVERAGE MATURITY

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

Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining  maturities of all of the debt  securities the fund
owns to evaluate the interest rate  sensitivity  of the entire  portfolio.  This
average is weighted according to the size of the fund's individual  holdings and
is called WEIGHTED AVERAGE MATURITY. The following chart shows how fund managers
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              7,500 days
WEIGHTED AVERAGE MATURITY                                                                              7,750 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.  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 a funds' performance varies and
is related to the weighted  average  maturity of a particular 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

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

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

***********END LEFT MARGIN CALLOUTS

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

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

CREDIT RISK

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

It's not as simple as buying the  highest-rated  debt securities.  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.

<TABLE>
                     Quality
      High-Quality
                      A-1                     A-2                 A-3
                      P-1                     P-2                 P-3
<S>                     <C>                     <C>                 <C>          <C>       <C>       <C>       <C>
                    MIG-1                   MIG-2               MIG-3
                     SP-1                    SP-2                SP-3
          AAA          AA           A         BBB          BB           B       CCC        CC         C         D
- -------------------------- ----------------------------------------------- --------- --------- --------- ---------
                           Florida Municipal Money Market
                           -----------------------------------------------
Florida Intermediate-Term Municipal
- --------------------------------------------------
Arizona Intermediate-Term Municipal
- --------------------------------------------------
Investment Grade                                   Non-investment grade
- -------------- ----------------------------------- ---------------------------------------------------------------
</TABLE>

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


LIQUIDITY RISK

Debt securities can become  difficult to sell, or less liquid,  for a variety of
reasons,  such as lack of an active trading market.  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.
However,  returns  from  these  investments  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

o    Credit quality may be lower when the issuer has

     o a high debt level
     o a short operating history
     o a senior level of debt
     o a difficult, competitive environment
     o a less stable cash flow

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

**********END LEFT MARGIN CALLOUTS

A COMPARISON OF BASIC RISK FACTORS

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

<TABLE>
                                        Interest Rate Risk  Credit Risk  Liquidity Risk  Inflation Risk
- --------------------------------------- ------------------- ------------ --------------- ---------------
<S>                                    <C>                  <C>          <C>            <C>
Florida Municipal Money Market          Lowest              Lowest       Lowest          Lowest
Florida Intermediate-Term Municipal     Medium              Medium       Medium          Medium
Arizona Intermediate-Term Municipal     Medium              Medium       Medium          Medium
</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.










MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the funds during their most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Investor  Class  shares of the funds.  The rate of the
management fee for a fund is determined on a class-by-class  basis 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  paid all
expenses of managing and operating the fund except  brokerage  expenses,  taxes,
interest,  fees and  expenses  of the  independent  directors  (including  legal
counsel fees), and extraordinary  expenses.  A portion of the management fee may
be  paid by the  funds'  advisor  to  unaffiliated  third  parties  who  provide
recordkeeping and  administrative  services that would otherwise be performed by
an affiliate of the advisor.


Management Fees Paid by the Funds to the Advisor
as a Percentage of Average Net Assets
for the Most Recent Fiscal Year Ended May 31, 1999
- ---------------------------------------------------------------------------
Florida Municipal Money Market                                     0.50%
Florida Intermediate-Term Municipal                                0.50%
Arizona Intermediate-Term Municipal                                0.51%







THE FUND MANAGEMENT TEAM

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

The portfolio managers who lead the investment teams are identified below:

BRYAN E. KARCHER

Mr.  Karcher,  Portfolio  Manager,  has been a member of the team  that  manages
Florida  Municipal Money Market since June 1995. He joined  American  Century in
July 1989 and has been a Portfolio  Manager  since 1995.  He holds a  bachelor's
degree in economics  from the  University of  California--Los  Angeles.  He is a
Chartered Financial Analyst.

KENNETH M. SALINGER

Mr.  Salinger,  Portfolio  Manager,  has been a member of the team that  manages
Arizona  Intermediate-Term  Municipal  team  since  June  1998  and the  Florida
Intermediate-Term  Municipal team since October 1996. He joined American Century
in April 1992. He has a bachelor's  degree in  quantitative  economics  from the
University of California--San Diego.


**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS







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 were originally  programmed in a way that
prevented   them  from  properly   recognizing   or  processing   date-sensitive
information  relating to the Year 2000 and beyond.  Because  this may impact the
computer  systems of various  American  Century-affiliated  and external service
providers  for the  funds,  American  Century  formally  initiated  a Year  2000
readiness  project in July 1997.  It involves a team of  information  technology
professionals  assisted  by outside  consultants  and  guided by a  senior-level
steering committee.  The team's goal is to assess the impact of the Year 2000 on
American Century's systems,  renovate or replace  noncompliant  critical systems
and test  those  systems.  In  addition,  the team has been  working  to  gather
information  about the Year 2000  efforts  of the  funds'  other  major  service
providers.

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

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







INVESTING WITH AMERICAN CENTURY

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

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

<TABLE>
Ways to Manage Your Account
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                                <C>                                          <C>
By telephone                       Open an account                                Make additional investments
Investor Relations                 If you are a current investor, you can open    Call us or use our Automated Information Line
1-800-345-2021                     an account by exchanging shares from another   if you have authorized us to invest from your
                                   American Century account.                      bank account.
Business, Not-For-Profit
and Employer-Sponsored             Exchange shares                                Sell shares
Retirement Plans                   Call us or use our Automated Information       Call an Investor Relations Representative.
1-800-345-3533                     Line if you have authorized us to accept
                                   telephone instructions.
Automated Information Line
1-800-345-8765
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax                     Open an account                                Make additional investments
P.O. Box 419200                    Send a signed, completed application and       Send us your check or money order for at
Kansas City, MO 64141-6200         check or money order payable to American       least $50 with an investment slip or $250
                                   Century Investments.                           without an investment slip. If you don't have
Fax                                                                               an investment slip, include your name,
 816-340-7962                      Exchange shares                                address and account number on your check or
                                   Send us written instructions to exchange       money order.
                                   your shares from one American Century
                                   account to another.                            Sell shares
                                                                                  Send us written instructions or a redemption
                                                                                  form to sell shares. Call an Investor
                                                                                  Relations Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online                             Open an account                                Make additional investments
www.americancentury.com            If you are a current investor, you can open    Make an additional investment into an
                                   an account by exchanging shares from another   established American Century account if you
                                   American Century account.                      have authorized us to invest from your bank
                                                                                  account.
                                   Exchange shares
                                   Exchange shares from another American          Sell shares
                                   Century account.                               Not available.
</TABLE>








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.

<TABLE>
YOUR GUIDE TO SERVICES AND POLICIES
When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.

<S>                             <C>                                               <C>
By wire                          Open an account                                  Make additional investments
                                 Call us to set up your account or mail a         Follow the wire instructions provided in the
                                 completed application to the address provided    "Open an account" section
                                 in the "By Mail" section and give your bank
                                 the following information.                       Sell shares
                                 Our bank information:                            You can receive redemption proceeds by wire
Please remember that if you               Commerce Bank N.A.                      or electronic transfer.
request redemptions by wire,              Routing No. 101000019
$10 will be deducted from the             Account No. 2804918
amount wired. Your bank also     The fund name
may charge a fee.                Your American Century account number*
                                 Your name Exchange shares The contribution year
                                 (for IRAs only) Not available.

                                 *For additional investments only

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically                    Open an account                                  Make additional investments
                                 Not available.                                   With the automatic investment privilege, you
                                                                                  can purchase shares on a regular basis. You
                                 Exchange shares                                  must invest at least $600 per year per
                                 Send us written instructions to set up an        account.
                                 automatic exchange of your shares from one
                                 American Century account to another.             Sell shares
                                                                                  If you have at least $10,000 in your account,
                                                                                  you may sell shares automatically by
                                                                                  establishing Check-A-Month or Automatic
                                                                                  Redemption plans.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
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 and sell or exchange
                                 shares.

                                 4500 Main St.                                    4917 Town Center Drive
                                 Kansas City, Missouri                            Leawood, Kansas
                                 8 a.m. to 5:30 p.m., Monday-Friday               8 a.m. to 6 p.m., Monday-Friday
                                                                                  8 a.m. to noon, Saturday

                                 1665 Charleston Road                             9445 East County Line Road, Suite A
                                 Mountain View, California                        Englewood, Colorado
                                 8 a.m. to 5 p.m., Monday-Friday                  8 a.m. to 6 p.m., Monday-Friday
                                                                                  8 a.m. to noon, Saturday
- -------------------------------- ------------------------------------------------------------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
</TABLE>











MINIMUM INITIAL INVESTMENT AMOUNTS (1)

<TABLE>
To open an account the minimum investments are as follows:   Florida Municipal Money Market      Other Funds
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>
Individual or Joint                                                                  $2,500           $5,000
UGMA/UTMA                                                                            $2,500           $5,000
</TABLE>

1 The funds in this Prospectus are not available for retirement accounts

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

ABUSIVE TRADING PRACTICES
We do not permit market timing or other abusive trading practices in our funds.

Excessive,  short-term  (market timing) or other abusive  trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay delivery of your redemption proceeds -- up to seven days -- or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS
If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities, we will value the securities selected by the fund managers in the
same manner as we do in  computing  the fund's net asset  value.  We may provide
these securities in lieu of cash without prior notice.

If your  redemption  would  exceed  this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

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

o        minimum investment requirements
o        exchange policies
o        fund choices
o        cutoff time for investments

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

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

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

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on each fund's behalf up to the time at
which the net asset value is  determined.  If those  orders are  transmitted  to
American  Century and paid for in  accordance  with the  contract,  they will be
priced at the net asset value next determined  after your request is received in
the form required by the intermediary on a fund's behalf.

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS







SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines  the NET ASSET  VALUE (NAV) 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
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current market prices of securities owned by a fund (except Florida Municipal
Money Market) are not readily  available,  the advisor may determine  their fair
value in accordance with procedures adopted by the fund's Board of Trustees.

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

DISTRIBUTIONS

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

Each money market fund  declares  and  reinvests  distributions  from net income
daily. Each of the other funds declares  distributions from net income daily and
pays these  distributions  monthly.  Each fund (except  Florida  Municipal Money
Market)  generally  pays  distributions  of capital  gains,  if any, once a year
usually in December. A fund may make more frequent distributions if necessary to
comply with  Internal  Revenue Code  provisions.  Distributions  are  reinvested
automatically in additional shares unless you choose another option.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem. If you redeem all shares, we will include any distribution received with
your redemption proceeds.

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 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.

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

**********END LEFT MARGIN CALLOUTS







TAXES

TAX-EXEMPT  INCOME.  Most of the income that the funds  receive  from  municipal
securities  is exempt from regular  federal  income  taxes.  Distributions  from
Arizona  Intermediate-Term  Municipal  will also be exempt from  Arizona  income
taxes.  Shares of Florida  Municipal Money Market and Florida  Intermediate-Term
Municipal  will also  generally be exempt from the Florida  intangible  personal
property tax. However, corporate shareholders should be aware that distributions
may be subject to state corporate franchise tax.

The 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 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>
Short-term capital gains     Ordinary income rate              Ordinary income rate
Long-term capital gains               10%                              20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund  or  whether  you  reinvest  your  distribution  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each  calendar  year in an annual tax mailing
(Form 1099-DIV) from the fund.

Distributions  also may 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.  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 you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term  capital loss.  However,  you should note that any loss realized upon
the sale or  redemption of shares held for six months or less will be treated as
a long-term  capital loss to the extent of any distribution of long-term capital
gain to you with respect to such shares. If a loss is realized on the redemption
of fund shares, the reinvestment in additional fund shares within 30 days before
or after the  redemption  may be subject to the wash sale rules of the  Internal
Revenue Code.  This may result in a postponement of the recognition of such loss
for federal income tax purposes.

If you  have  not  certified  to us that  your  Social  Security  number  or tax
identification   number  is  correct  and  that  you  are  not  subject  to  31%
withholding,  we are  required to withhold and remit 31% of  dividends,  capital
gains distributions and redemptions to the IRS.

**********LEFT MARGIN CALLOUTS

o    BUYING A DIVIDEND
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes known as buying a dividend. In taxable accounts,  you must pay
     income taxes on the  distribution  whether you reinvest the distribution or
     take  it in  cash.  In  addition,  you  will  have  to  pay  taxes  on  the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that a fund's  portfolio may build up taxable gains  throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred. If you buy a dividend,  you
     incur the full tax liability of the  distribution  period,  but you may not
     enjoy the full benefit of the gains realized in the fund's portfolio.

**********END LEFT MARGIN CALLOUTS








Financial Highlights

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

On a per-share basis, each table includes as appropriate

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

Each table also includes some key statistics for the period as appropriate

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

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

o Net Income Ratio--net investment income as a percentage of average net assets

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

The Financial Highlights for the fiscal years ended March 31, 1998 and 1999 have
been  audited by  PricewaterhouseCoopers  LLP,  independent  accountants.  Their
report is included  in the funds'  annual  reports,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.










<TABLE>
<CAPTION>
FLORIDA MUNICIPAL MONEY MARKET
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
                                                                         1998           1997           1996           1995
                                             ------------------------------------------------------------------------------
PER-SHARE DATA

Net Asset Value,                                  Audited
<S>                                                                     <C>            <C>            <C>            <C>
Beginning of Period...........                    Numbers               $1.00          $1.00          $1.00          $1.00
                                             ------------------------------------------------------------------------------
                                                  Not Yet
Income From                                      Available
Investment Operations

  Net Investment Income ...........                                      0.03           0.03           0.04           0.04
                                             ------------------------------------------------------------------------------

Distributions

  From Net
  Investment Income...........                                         (0.03)         (0.03)         (0.04)         (0.04)
                                             ------------------------------------------------------------------------------

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

  TOTAL RETURN(1)..................                                     3.31%          3.55%          3.86%          3.71%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets ............                                    0.51%          0.12%          0.01%              -

  Ratio of Operating Expenses to Average
  Net Assets (Before Expense Waiver) .                                  0.53%          0.66%          0.71%          0.88%

  Ratio of Net Investment
  Income to Average Net Assets.                                         3.25%          3.48%          3.75%          3.93%

 Ratio of Net Investment Income to
  Average Net Assets (Before Expense Waiver)                            3.23%          2.94%          3.05%          3.05%

  Net Assets, End
  of Period (in thousands)................                           $109,684       $112,129        $99,993        $45,147

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







Florida Intermediate-Term Municipal
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
                                                    1999         1998           1997           1996             1995
                                                ----------------------------------------------------------------------------
PER-SHARE DATA

Net Asset Value,                                  Audited
Beginning of Period......                         Numbers       $10.34         $10.18         $10.30           $10.11
                                                ----------------------------------------------------------------------------
                                                  Not Yet
Income From Investment Operations                Available

  Net Investment Income ..............                           0.45           0.46           0.52             0.52

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions.....                                0.38           0.20          (0.08)            0.19
                                                ----------------------------------------------------------------------------

  Total From
  Investment Operations.........                                 0.83           0.66           0.44             0.71
                                                ----------------------------------------------------------------------------

Distributions

  From Net Investment Income.....                               (0.45)         (0.46)         (0.52)           (0.52)

  From Net Realized
  Capital Gains........                                         (0.16)         (0.04)         (0.04)             -
                                                ----------------------------------------------------------------------------

  Total Distributions........                                   (0.61)         (0.50)         (0.56)           (0.52)
                                                ----------------------------------------------------------------------------

Net Asset Value,
End of Period..........................                         $10.56         $10.34         $10.18           $10.30
                                                ============================================================================

  TOTAL RETURN(1)..............                                  8.20%         6.63%          4.34%            7.31%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets............                              0.54%         0.65%          0.13%              -

  Ratio of Operating Expenses to Average
  Net Assets (Before Expense Waiver)......                       0.58%         0.86%          0.88%            1.09%

  Ratio of Net Investment
  Income to Average Net Assets.                                  4.28%         4.42%          5.05%            5.23%

  Ratio of Net Investment Income to
  Average Net Assets (Before Expense Waiver)...                  4.24%         4.21%          4.30%            4.14%

  Portfolio Turnover Rate.......                                 154%           82%            66%              37%

  Net Assets, End
  of Period (in thousands)................                      $29,605       $16,513        $10,319           $9,532

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







Arizona Intermediate-Term Municipal
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
                                                           1998       1997      1996       1995
                                             -------------------------------------------------------
PER-SHARE DATA
                                               Audited
Net Asset Value,                               Numbers
Beginning of Period.......                     Not Yet    $10.44     $10.31    $10.35     $10.13
                                             -------------------------------------------------------
                                              Available
Income From
Investment Operations

  Net Investment Income                                    0.46       0.45      0.51       0.51

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions.....                          0.28       0.13     (0.03)      0.22
                                             -------------------------------------------------------

  Total From
  Investment Operations.........                           0.74       0.58      0.48       0.73
                                             -------------------------------------------------------

Distributions

  From Net Investment Income.......                       (0.46)     (0.45)    (0.51)     (0.51)

  From Net Realized Gains on
  Investment Transactions........                         (0.05)       -       (0.01)       -
                                             -------------------------------------------------------

  Total Distributions........                             (0.51)     (0.45)    (0.52)     (0.51)
                                             -------------------------------------------------------

Net Asset Value,
End of Period.........                                    $10.67     $10.44    $10.31     $10.35
                                             =======================================================

  TOTAL RETURN(1)..........                                7.19%     5.77%     4.65%      7.52%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets............                        0.54%     0.66%     0.14%        -

  Ratio of Operating Expenses to Average
  Net Assets (Before Expense Waiver).                      0.60%     0.79%     0.82%      1.01%

  Ratio of Net Investment
  Income to Average Net Assets.                            4.33%     4.35%     4.85%      5.16%

  Ratio of Net Investment Income to
  Average Net Assets (Before Expense Waiver)               4.27%     4.22%     4.17%      4.15%

  Portfolio Turnover Rate.......                            39%       81%       36%        33%

  Net Assets, End
  of Period (in thousands)................                $40,047   $30,555   $25,789    $19,778
</TABLE>

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








More information about the funds is contained in these documents

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

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

You may obtain a free copy of the SAI or annual and semiannual reports,  and ask
questions about the funds or your accounts,  by contacting  American  Century at
the address or telephone numbers listed below.

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

In person                  SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.
On the internet            www.sec.gov
By mail                    SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The  SEC  will   charge  a  fee  for   copying   the
                           documents.)


Investment Company Act File No. 811-4025



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

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

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


FUND REFERENCE
                                          Fund Code   Ticker   Newspaper Listing
- --------------------------------------------------------------------------------
Florida Municipal Money Market            945         BEFXX    AmC FLMu
Florida Intermediate-Term Municipal       946         ACBFX    FLIntMu
Arizona Intermediate-Term Municipal       948         BEAMX    AZIntMu
- --------------------------------------------------------------------------------
<PAGE>
[american century logo(reg.sm)]
American
Century

PROSPECTUS

SEPTEMBER 7, 1999
- --------------------------------------------------------------------------------

TAX-FREE MONEY MARKET FUND
LIMITED-TERM TAX-FREE FUND
INTERMEDIATE-TERM TAX-FREE FUND
LONG-TERM TAX-FREE FUND
HIGH-YIELD MUNICIPAL FUND


INVESTOR CLASS

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

Distributed by Funds Distributor, Inc.






Dear Investor,


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

Here's what you'll find:

o The funds' primary investments and risks
o A description of who may or may not want to invest in the funds
o Fund performance, including returns for each year, best and worst quarters
and average annual returns compared to the funds' benchmarks
o An overview of ways to best manage your accounts
o Helpful tips and definitions of key investment terms

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

                                      Sincerely,


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













TABLE OF CONTENTS

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

Fund Performance History.......................................................3

Fees and Expenses..............................................................5

Information about the Funds....................................................6

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

Basics of Fixed-Income Investing...............................................9

Management....................................................................11

Investing with American Century...............................................13

Share Price and Distributions.................................................17

Taxes.........................................................................18

Financial Highlights..........................................................19

**********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.

o........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS









AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek high current income and investment returns that are exempt from
federal income tax.

High-Yield Municipal also seeks capital appreciation as a secondary objective.


WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The funds  invest  most of their  assets in DEBT  SECURITIES  issued by  cities,
counties  and  other  municipalities  and U.S.  territories.  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.
A more detailed  description  about the funds'  investment  strategies and risks
begins on page 6.

<TABLE>
Fund                                 Primary Investments                   Primary Risks
- ------------------------------------ ------------------------------------- -------------------------------
<S>                                  <C>                                   <C>
Tax-Free Money Market                High-quality, very short-term debt    Some credit risk
                                     securities
Limited-Term Tax-Free                Quality debt securities that mature   Credit risk
                                     in five years or less                 Some interest rate risk
Intermediate-Term Tax-Free           Quality debt securities that mature   Credit risk
                                     in five to 10 years                   Interest rate risk
Long-Term Tax-Free                   Quality debt securities that mature   Credit risk
                                     in 10 years or more                   High interest rate risk
High-Yield Municipal                 Debt securities that provide high     High credit risk
                                     income, including non-investment      High interest rate risk
                                     grade debt securities and private
                                     activity bonds
</TABLE>

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

o seeking current tax-free income
o seeking diversification by investing in a fixed-income mutual fund
o 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

o investing in a IRA or other tax-advantaged retirement plan
o investing for long-term growth
o looking for the added security of FDIC insurance

**********LEFT MARGIN CALLOUTS

DEBT  SECURITIES  include   fixed-income   investments  such  as  notes,  bonds,
commercial paper and debentures.

o    An investment in the funds is not a bank deposit,  and it is not insured or
     guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
     government  agency.  Although  the  Tax-Free  Money  Market  Fund  seeks to
     preserve the value of your investment at $1.00 per share, it is possible to
     lose money by investing in it.

**********END LEFT MARGIN CALLOUTS









FUND PERFORMANCE HISTORY

Tax-Free Money Market Fund

ANNUAL TOTAL RETURNS (1)

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

[bar chart]

1989     6.04%
1990     5.60%
1991     4.21%
1992     2.47%
1993     1.90%
1994     2.31%
1995     1.90%
1996     2.98%
1997     3.43%
1998     3.47%

1    As of June 30, 1999, the end of the most recent calendar quarter,  Tax-Free
     Money Market's year-to-date return was ____%.

The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:

                                   Highest               Lowest
- -------------------------------------------------------------------------------
Tax-Free Money Market              1.59% (2Q 1989)       0.44% (1Q 1994)


AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the funds'  Investor
Class Shares for the periods  indicated.  The benchmark is included in the table
for performance comparison.

<TABLE>
For the calendar year ended December 31, 1998           1 year         5 years        10 years       Life of
                                                                                                     Fund(1)
- --------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>            <C>            <C>
Tax-Free Money Market                                   3.417%         3.11%          3.57%          3.96%
Lipper Tax-Exempt Money Market Average                  2.92%          2.93%          3.47%          3.72%(2)
</TABLE>

1    The inception  date for Tax-Free Money Market is July 31, 1984. 2 Benchmark
     from August 31, 1984.

**********LEFT MARGIN CALLOUTS

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

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

**********END LEFT MARGIN CALLOUTS




FUND PERFORMANCE HISTORY

Limited-Term Tax-Free Fund
Intermediate-Term Tax-Free Fund
Long-Term Tax-Free Fund

ANNUAL TOTAL RETURNS (1)

The  following  bar chart shows the  performance  of the funds'  Investor  Class
shares  for  full  calendar  year in the life of the  funds.  It  indicates  the
volatility of the funds' historical returns from year to year.

High-Yield  Municipal  is not  included  because  it does  not  yet  have a full
calendar year of performance.

<TABLE>
[bar chart]
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
                                  Limited-Term Tax-Free          Intermediate-Term Tax-Free      Long-Term Tax-Free
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
<S>                               <C>                            <C>                             <C>
1998                              5.13%                          5.81%                           5.94%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1997                              5.60%                          7.44%                           9.59%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1996                              3.68%                          3.94%                           3.08%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1995                              6.75%                          11.93%                          18.50%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1994                              2.47%                          -2.06%                          -5.58%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1993                              -                              9.07%                           12.15%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1992                              -                              7.17%                           7.61%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1991                              -                              10.05%                          12.01%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1990                              -                              6.28%                           6.15%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
1989                              -                              6.66%                           9.55%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
</TABLE>

1    As of June 30,  1999,  the end of the most  recent  calendar  quarter,  the
     funds'   year-to-date   returns   were:    Limited-Term   Tax-Free   ____%,
     Intermediate-Term Tax-Free ____% and Long-Term Tax-Free ____%.

The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:

                                   Highest               Lowest
- -------------------------------------------------------------------------------
Limited-Term Tax-Free              2.10% (3Q 1998)       -0.14% (1Q 1994)
Intermediate-Term Tax-Free         4.17% (1Q 1995)       -3.54% (1Q 1994)
Long-Term Tax-Free                 6.68% (1Q 1995)       -5.46% (1Q 1994)

AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the funds'  Investor
Class Shares for the periods.  The benchmarks are unmanaged indices that have no
operating costs and are included in the table for performance comparison.

<TABLE>
                                                        1 year         5 years        10 years       Life of
                                                                                                     Fund(1)
- --------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>                           <C>
Limited-Term Tax-Free                                   5.13%          4.71%          N/A            4.62%
Merrill Lynch 0-3 Year Municipal Index                  5.01%          4.45%          N/A            4.37%
- --------------------------------------------------------------------------------------------------------------------
Intermediate-Term Tax-Free                              5.81%          5.31%          6.57%          6.08%
Lehman 5-Year General Obligation Index                  5.84%          5.35%%         6.98%          6.35%
- --------------------------------------------------------------------------------------------------------------------
Long-Term Tax-Free                                      5.94%          6.01%          7.73%          7.25%%
Lehman Long-Term Municipal Bond Index                   6.89%          6.84%          9.15%          8.51%%
</TABLE>

1    The  inception  dates for the funds are:  Limited-Term  Tax-Free,  March 1,
     1993, Intermediate-Term Tax-Free and Long-Term Tax-Free, March 2, 1987.

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

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

**********END LEFT MARGIN CALLOUTS






Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Investor Class shares of other American Century funds
o to redeem your shares

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
                                Management       Distribution and         Other          Total Annual Fund
                                Fee(1)           Service (12b-1) Fees     Expenses       Operating Expenses
- ------------------------------- ---------------- ------------------------ -------------- -----------------------
<S>                             <C>                                       <C>            <C>
Tax-Free Money Market           0.50%            None                     0.00%(2)       0.50%(3)
- ------------------------------- ---------------- ------------------------ -------------- -----------------------
Limited-Term Tax-Free           0.51%            None                     0.01%(4)       0.52%
Intermediate-Term Tax-Free      0.51%            None                     0.01%(4)       0.52%
Long-Term Tax-Free              0.51%            None                     0.01%(4)       0.52%
- ------------------------------- ---------------- ------------------------ -------------- -----------------------
- ------------------------------- ---------------- ------------------------ -------------- -----------------------
High-Yield Municipal            0.64%            None                     0.01%(4)       0.65%(5)
</TABLE>

1    Based on expenses  incurred  during the funds' most recent fiscal year. The
     funds have a stepped fee schedule.  As a result,  the funds' management fee
     rate generally decreases as fund assets increase.

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

3    The  advisor  voluntarily  waived its  management  fee from  August 1, 1997
     through  July 31,  1998.  Effective  August  1,  1998,  the  advisor  began
     decreasing  the waiver by 0.10% of the fund's net assets,  until the waiver
     expired  in  December  1998.  The fee is shown  without  effect  of the fee
     waiver.

4    Other  expenses  include the fees and  expenses  of the funds'  independent
     trustees, their legal counsel and interest.

5    The advisor waived all expenses of High-Yield  Municipal  through April 30,
     1999. The fee is shown without the effect of the fee waiver.

EXAMPLES

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year and
o incur the same operating expenses shown above,

 ... your cost of investing in the fund would be:
<TABLE>
                               1 year             3 years             5 years             10 years
- ------------------------------ ------------------ ------------------- ------------------- -------------------
<S>                            <C>                <C>                 <C>                 <C>
Tax-Free Money Market          $51                $160                $279                $627
- ------------------------------ ------------------ ------------------- ------------------- -------------------
- ------------------------------ ------------------ ------------------- ------------------- -------------------
Limited-Term Tax-Free          $52                $167                $290                $652
Intermediate-Term Tax-Free     $52                $167                $290                $652
Long-Term Tax-Free             $52                $167                $290                $652
- ------------------------------ ------------------ ------------------- ------------------- -------------------
High-Yield Municipal           $66                $208                $362                $809
</TABLE>

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS






INFORMATION ABOUT THE FUNDS

TAX-FREE MONEY MARKET FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Tax-Free  Money Market seeks safety of principal and high current income that is
exempt from federal income tax.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy cash-equivalent,  HIGH-QUALITY DEBT SECURITIES with income
payments   exempt  from  federal   income  tax.   Cities,   counties  and  other
municipalities  in the 50  states  and  U.S.  territories  usually  issue  these
securities for public projects, such as schools and roads.

The  fund  managers  also  may  buy  some  cash-equivalent,   high-quality  debt
securities  whose  payments are exempt from regular  federal income tax, but not
the federal alternative minimum tax. Cities,  counties and other  municipalities
usually  issue  these  securities   (called  private  activity  bonds)  to  fund
for-profit private projects,  such as hospitals and athletic  stadiums.  No more
than 20% of the fund's total assets may be invested in these securities.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.

Because the fund invests primarily in municipal securities, it will be sensitive
to events that affect municipal markets. Tax-Free Money Market may have a higher
level of risk than funds that invest in a larger universe of securities.

**********LEFT MARGIN CALLOUTS

o    Income from Tax-Free Money Market may be subject to the alternative minimum
     tax. For more information, see "Taxes" in this Prospectus.

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 fund's 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 Statement of Additional
Information.

**********END LEFT MARGIN CALLOUTS







LIMITED-TERM TAX-FREE FUND
INTERMEDIATE-TERM TAX-FREE FUND
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 income tax.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

The fund managers buy QUALITY DEBT  SECURITIES  with income payments exempt from
federal income tax. Cities,  counties and other  municipalities in the 50 states
and U.S. territories usually issue these securities for public projects, such as
schools and roads.

The fund managers also may buy quality debt securities whose payments are exempt
from regular  federal income tax, but not the federal  alternative  minimum tax.
Cities, counties and other municipalities usually issue these securities (called
private activity bonds) to fund for-profit  private projects,  such as hospitals
and  athletic  stadiums.  No more than 20% of the  funds'  total  assets  may be
invested in these securities.

The funds may purchase  securities in a number of different  ways to seek higher
rates of return.  For  example,  by using  when-issued  and  forward  commitment
transactions,   the  funds  may  purchase  securities  in  advance  to  generate
additional income.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

The funds  differ in the maturity of the debt  securities  they  purchase.  This
difference is shown on the chart below.
                                            Weighted Average Maturity Range
- --------------------------------------------------------------------------------
Limited-Term Tax-Free                      5 years or less
Intermediate-Term Tax-Free                 5-10 years
Long-Term Tax-Free                         10 years or longer

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.

The funds may  invest  part of their  assets in  securities  rated in the lowest
investment-grade  category (e.g., BBB). The issuers of these securities are more
likely to have problems making  interest and principal  payments than issuers of
higher-rated securities.

Because  these funds  invest  primarily in  municipal  securities,  they will be
sensitive to events that affect municipal  markets.  The funds may have a higher
level of risk than funds that invest in a larger universe of securities.

As with all funds,  at any given time the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price you paid, you will lose money.

The funds' share values will fluctuate.  In general,  the funds that have higher
potential income have a higher potential loss.

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

**********LEFT MARGIN CALLOUTS

o    Income from the funds may be subject to the  alternative  minimum  tax. For
     more information, see "Taxes" in this Prospectus.

A QUALITY DEBT  SECURITY is one that has been  determined  to be in the top four
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 fund's 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 Statement of Additional
Information.

WEIGHTED  AVERAGE  MATURITY is a measure of a fund's interest rate  sensitivity.
For more information, see "Weighted Average Maturity" in this Prospectus.

**********END LEFT MARGIN CALLOUTS







HIGH-YIELD MUNICIPAL FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

High-Yield  Municipal  seeks high  current  income that is exempt  from  federal
income tax. Capital appreciation is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers buy long- and  intermediate-term  debt  securities with income
payments   exempt  from  federal   income  tax.   Cities,   counties  and  other
municipalities  in the 50  states  and  U.S.  territories  usually  issue  these
securities for public projects, such as schools and roads.

The fund managers also may buy long- and intermediate-term debt securities whose
payments  are exempt  from  regular  federal  income  tax,  but not the  federal
alternative minimum tax. Cities, counties and other municipalities usually issue
these  securities  (called private  activity  bonds) to fund for-profit  private
projects, such as hospitals and athletic stadiums.

The fund managers buy securities  that are considered  below  investment  grade,
including  so-called junk bonds.  Issuers of these  securities  often have short
financial histories or have questionable credit.

The WEIGHTED AVERAGE MATURITY of the fund is expected to be 10 years or longer.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

When interest rates change, the fund's share value will be affected.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when  interest  rates  decline.  This  interest  rate  risk is  higher  for
High-Yield   Municipal  than  for  funds  that  have  shorter  weighted  average
maturities, such as short-term and intermediate-term funds.

The fund may invest  part of its assets in  securities  rated  below  investment
grade, including bonds that are in technical or monetary default. By definition,
the  issuers  of many of  these  securities  have had and may  continue  to have
problems making interest and principal payments.

Some or all of the  fund's  income may be  subject  to the  federal  alternative
minimum tax.

Because the fund invests primarily in municipal securities, it will be sensitive
to events that affect municipal markets.  High-Yield Municipal may have a higher
level of risk than funds that invest in a larger universe of securities.

As with all  funds,  at any given  time the value of your  shares of  High-Yield
Municipal  may be worth  more or less than the price you paid.  If you sell your
shares when the value is less than the price you paid, you will lose money.

**********LEFT MARGIN CALLOUTS

o    Income from the fund may be subject to the  alternative  minimum  tax.  For
     more information, see "Taxes" in this Prospectus.

WEIGHTED  AVERAGE  MATURITY is a measure of a fund's interest rate  sensitivity.
For more information, see "Weighted Average Maturity" in this Prospectus.

**********END LEFT MARGIN CALLOUTS









BASICS OF FIXED INCOME INVESTING

DEBT SECURITIES

When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
debt  security is first sold by the  issuer,  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, liquidity and credit quality.

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

o    determining which securities help a fund meet its maturity requirements

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

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

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

WEIGHTED AVERAGE MATURITY

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

Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining  maturities of all of the debt  securities the fund
owns to evaluate the interest rate  sensitivity  of the entire  portfolio.  This
average is weighted according to the size of the fund's individual  holdings and
is called WEIGHTED AVERAGE MATURITY. The following chart shows how fund managers
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              7,500 days
WEIGHTED AVERAGE MATURITY                                                                              7,750 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.  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 a fund's performance varies and
is related to the weighted  average  maturity of a particular 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

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

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

***********END LEFT MARGIN CALLOUTS

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:

<TABLE>
Remaining Maturity                  Current Price          Price after 1% increase          Change in price
- ---------------------- --------------------------- -------------------------------- ------------------------
<S>                                       <C>                               <C>                       <C>
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%
</TABLE>

CREDIT RISK

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

It's not as simple as buying the  highest-rated  debt securities.  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.

<TABLE>
                     Quality
      High-Quality
                      A-1                     A-2                 A-3
                      P-1                     P-2                 P-3
<S>                     <C>                     <C>                 <C>           <C>          <C>        <C>          <C>
                    MIG-1                   MIG-2               MIG-3
                     SP-1                    SP-2                SP-3
          AAA          AA           A         BBB          BB           B         CCC          CC           C           D
- -------------------------- ----------------------------------------------- ----------- ----------- ----------- -----------
                           Tax-Free Money Market
                           -----------------------------------------------
Limited-Term Tax-Free
- --------------------------------------------------
Intermediate-Term Tax-Free
- --------------------------------------------------
Long-Term Tax-Free
- --------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
High-Yield Municipal
- --------------------------------------------------------------------------------------------------------------------------
Investment Grade                                   Non-investment grade
- -------------- ----------------------------------- -----------------------------------------------------------------------
</TABLE>

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

LIQUIDITY RISK


LIQUIDITY RISK

Debt securities can become  difficult to sell, or less liquid,  for a variety of
reasons,  such as lack of an active trading market.  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.
However,  returns  from  these  investments  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

o    Credit quality may be lower when the issuer has

     o a high debt level
     o a short operating history
     o a senior level of debt
     o a difficult, competitive environment
     o a less stable cash flow

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

**********END LEFT MARGIN CALLOUTS

A COMPARISON OF BASIC RISK FACTORS

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

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

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









MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the funds during their most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Investor  Class  shares of the funds.  The rate of the
management fee for a fund is determined on a class-by-class  basis 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  paid all
expenses of managing and operating the fund except  brokerage  expenses,  taxes,
interest,  fees and  expenses  of the  independent  directors  (including  legal
counsel fees), and extraordinary  expenses.  A portion of the management fee may
be  paid by the  funds'  advisor  to  unaffiliated  third  parties  who  provide
recordkeeping and  administrative  services that would otherwise be performed by
an affiliate of the advisor.

Management Fees Paid by the Funds to the Advisor
as a Percentage of Average Net Assets
for the Most Recent Fiscal Year Ended May 31, 1999
- -----------------------------------------------------------------------------
Tax-Free Money Market                                                0.50%
Limited-Term Tax-Free                                                0.51%
Intermediate-Term Tax-Free                                           0.51%
Long-Term Tax-Free                                                   0.51%
High-Yield Municipal                                                 0.65%







THE FUND MANAGEMENT TEAM

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

The portfolio managers who lead the investment teams are identified below:

G. DAVID MACEWEN
Mr.  MacEwen,  Senior Vice  President  and  Portfolio  Manager,  supervises  the
American  Century  Municipal  Trust team.  He has been a member of the team that
manages Long-Term  Tax-Free since May 1991 and Limited-Term  Tax-Free since June
1999. He joined American Century in May 1991 as a Municipal  Portfolio  Manager.
He has a bachelor's  degree in economics  from Boston  University  and an MBA in
finance from the University of Delaware.

STEVEN M. PERMUT
Mr.  Permut,  Vice  President,  Director of  Municipal  Research  and  Portfolio
Manager,  has been a member of the High-Yield Municipal team since its inception
in March  1998.  He joined  American  Century  in June 1987.  He has  bachelor's
degrees in business and geography from State University of New York--Oneonta and
an MBA in finance from Golden Gate University--San Francisco.

BRYAN E. KARCHER
Mr.  Karcher,  Portfolio  Manager,  has been a member of the team  that  manages
Tax-Free Money Market since June 1995 and Limited-Term Tax-Free since June 1999.
He joined American  Century in July 1989 and has been a Portfolio  Manager since
1995.  He  has  a  bachelor's   degree  in  economics  from  the  University  of
California--Los Angeles. He is a Chartered Financial Analyst.

KENNETH M. SALINGER
Mr.  Salinger,  Portfolio  Manager,  has been a member of the team that  manages
Intermediate-Term  Tax-Free since June 1999. He joined American Century in April
1992. He has a bachelor's  degree in quantitative  economics from the University
of California--San Diego.



**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS







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 were originally  programmed in a way that
prevented   them  from  properly   recognizing   or  processing   date-sensitive
information  relating to the Year 2000 and beyond.  Because  this may impact the
computer  systems of various  American  Century-affiliated  and external service
providers  for the  funds,  American  Century  formally  initiated  a Year  2000
readiness  project in July 1997.  It involves a team of  information  technology
professionals  assisted  by outside  consultants  and  guided by a  senior-level
steering committee.  The team's goal is to assess the impact of the Year 2000 on
American Century's systems,  renovate or replace  noncompliant  critical systems
and test  those  systems.  In  addition,  the team has been  working  to  gather
information  about the Year 2000  efforts  of the  funds'  other  major  service
providers.

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

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







Investing With American Century

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

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

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                                <C>                                            <C>
By telephone                       Open an account                                Make additional investments
Investor Relations                 If you are a current investor, you can open    Call us or use our Automated Information Line
1-800-345-2021                     an account by exchanging shares from another   if you have authorized us to invest from your
                                   American Century account.                      bank account.
Business, Not-For-Profit
and Employer-Sponsored             Exchange shares                                Sell shares
Retirement Plans                   Call us or use our Automated Information       Call an Investor Relations Representative.
1-800-345-3533                     Line if you have authorized us to accept
                                   telephone instructions.
Automated Information Line
1-800-345-8765
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax                     Open an account                                Make additional investments
P.O. Box 419200                    Send a signed, completed application and       Send us your check or money order for at
Kansas City, MO 64141-6200         check or money order payable to American       least $50 with an investment slip or $250
                                   Century Investments.                           without an investment slip. If you don't have
Fax                                                                               an investment slip, include your name,
 816-340-7962                      Exchange shares                                address and account number on your check or
                                   Send us written instructions to exchange       money order.
                                   your shares from one American Century
                                   account to another.                            Sell shares
                                                                                  Send us written instructions or a redemption
                                                                                  form to sell shares. Call an Investor
                                                                                  Relations Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online                             Open an account                                Make additional investments
www.americancentury.com            If you are a current investor, you can open    Make an additional investment into an
                                   an account by exchanging shares from another   established American Century account if you
                                   American Century account.                      have authorized us to invest from your bank
                                                                                  account.
                                   Exchange shares
                                   Exchange shares from another American          Sell shares
                                   Century account.                               Not available.








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 a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.


By wire                          Open an account                                  Make additional investments
                                 Call us to set up your account or mail a         Follow the wire instructions provided in the
                                 completed application to the address provided    "Open an account" section
                                 in the "By Mail" section and give your bank
                                 the following information.                       Sell shares
                                 Our bank information:                            You can receive redemption proceeds by wire
Please remember that if you               Commerce Bank N.A.                      or electronic transfer.
request redemptions by wire,              Routing No. 101000019
$10 will be deducted from the             Account No. 2804918
amount wired. Your bank also     The fund name
may charge a fee.                Your American Century account number*
                                 Your name                                        Exchange shares
                                 The contribution year (for IRAs only)            Not available.

                                 *For additional investments only

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically                    Open an account                                  Make additional investments
                                 Not available.                                   With the automatic investment privilege, you
                                                                                  can purchase shares on a regular basis. You
                                 Exchange shares                                  must invest at least $600 per year per
                                 Send us written instructions to set up an        account.
                                 automatic exchange of your shares from one
                                 American Century account to another.             Sell shares
                                                                                  If you have at least $10,000 in your account,
                                                                                  you may sell shares automatically by
                                                                                  establishing Check-A-Month or Automatic
                                                                                  Redemption plans.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
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 and sell or exchange
                                 shares.

                                 4500 Main St.                                    4917 Town Center Drive
                                 Kansas City, Missouri                            Leawood, Kansas
                                 8 a.m. to 5:30 p.m., Monday-Friday               8 a.m. to 6 p.m., Monday-Friday
                                                                                  8 a.m. to noon, Saturday

                                 1665 Charleston Road                             9445 East County Line Road, Suite A
                                 Mountain View, California                        Englewood, Colorado
                                 8 a.m. to 5 p.m., Monday-Friday                  8 a.m. to 6 p.m., Monday-Friday
                                                                                  8 a.m. to noon, Saturday
- -------------------------------- ------------------------------------------------------------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
</TABLE>










MINIMUM INITIAL INVESTMENT AMOUNTS(1)

<TABLE>
To open an account the minimum investments are as follows:         Tax-Free Money Market               Other Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                       <C>
Individual or Joint                                                               $2,500                    $5,000
UGMA/UTMA                                                                         $2,500                    $5,000
</TABLE>
1    The funds in this Prospectus are not available for retirement accounts

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

ABUSIVE TRADING PRACTICES
We do not permit market timing or other abusive trading practices in our funds.

Excessive,  short-term  (market timing) or other abusive  trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay delivery of your redemption proceeds -- up to seven days -- or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS
If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities, we will value the securities selected by the fund managers in the
same manner as we do in  computing  the fund's net asset  value.  We may provide
these securities in lieu of cash without prior notice.

If your  redemption  would  exceed  this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.


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

o minimum investment requirements
o exchange policies
o fund choices
o cutoff 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  Statement  of  Additional  Information  are  available  from  your
intermediary or plan sponsor.

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

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

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on each fund's behalf up to the time at
which the net asset value is  determined.  If those  orders are  transmitted  to
American  Century and paid for in  accordance  with the  contract,  they will be
priced at the net asset value next determined  after your request is received in
the form required by the intermediary on a fund's behalf.

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS







SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines  the NET ASSET  VALUE (NAV) 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
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current  market prices of securities  owned by a fund (except  Tax-Free Money
Market) are not readily available, the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Trustees.

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

DISTRIBUTIONS

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

Each money market fund  declares  and  reinvests  distributions  from net income
daily. Each of the other funds declares  distributions from net income daily and
pays these  distributions  monthly.  Each fund (except  Tax-Free  Money  Market)
generally pays  distributions  of capital gains,  if any, once a year usually in
December.  A fund may make more  frequent  distributions  if necessary to comply
with   Internal   Revenue  Code   provisions.   Distributions   are   reinvested
automatically in additional shares unless you choose another option.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem. If you redeem all shares, we will include any distribution received with
your redemption proceeds.

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 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.

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

**********END LEFT MARGIN CALLOUTS







TAXES

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

The 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 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:

o    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.

o    Capital Gains.  When a fund sells a security,  even a tax-exempt  municipal
     security, it can generate a capital gain or loss.

o    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>
Short-term capital gains    Ordinary income rate           Ordinary income rate
Long-term capital gains     10%                            20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund  or  whether  you  reinvest  your  distribution  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each  calendar  year in an annual tax mailing
(Form 1099-DIV) from the fund.

Distributions  also may 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.  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 you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term  capital loss.  However,  you should note that any loss realized upon
the sale or  redemption of shares held for six months or less will be treated as
a long-term  capital loss to the extent of any distribution of long-term capital
gain to you with respect to such shares. If a loss is realized on the redemption
of fund shares, the reinvestment in additional fund shares within 30 days before
or after the  redemption  may be subject to the wash sale rules of the  Internal
Revenue Code.  This may result in a postponement of the recognition of such loss
for federal income tax purposes.

If you  have  not  certified  to us that  your  Social  Security  number  or tax
identification   number  is  correct  and  that  you  are  not  subject  to  31%
withholding,  we are  required to withhold and remit 31% of  dividends,  capital
gains distributions and redemptions to the IRS.


**********LEFT MARGIN CALLOUTS

o    BUYING A DIVIDEND
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes known as buying a dividend. In taxable accounts,  you must pay
     income taxes on the  distribution  whether you reinvest the distribution or
     take  it in  cash.  In  addition,  you  will  have  to  pay  taxes  on  the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that a fund's  portfolio may build up taxable gains  throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred. If you buy a dividend,  you
     incur the full tax liability of the  distribution  period,  but you may not
     enjoy the full benefit of the gains realized in the fund's portfolio.
**********END LEFT MARGIN CALLOUTS






Financial Highlights

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

On a per-share basis, each table includes as appropriate

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

Each table also includes some key statistics for the period as appropriate

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

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

o Net Income Ratio--net investment income as a percentage of average net assets

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

The Financial Highlights for the fiscal years ended March 31, 1998 and 1999 have
been  audited by  PricewaterhouseCoopers  LLP,  independent  accountants.  Their
report is included  in the funds'  annual  reports,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.









<TABLE>
<CAPTION>
TAX-FREE MONEY MARKET FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
                                       1999        1998        1997       1996       1995
                                    ---------------------------------------------------------
PER-SHARE DATA
                                      Audited
Net Asset Value,                      Numbers
<S>                                                   <C>         <C>       <C>        <C>
Beginning of Period............       Not Yet         $1.00       $1.00     $1.00      $1.00
                                    ---------------------------------------------------------
                                      Available
Income From
Investment Operations

  Net Investment Income .......                        0.04        0.03      0.03       0.03
                                    ---------------------------------------------------------

Distributions

  From Net
  Investment Income.....                             (0.04)      (0.03)    (0.03)     (0.03)
                                    ---------------------------------------------------------

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

  Total Return(1)....................                 3.70%       2.98%     3.19%      2.95%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets....                        0.04%(2)       0.67%     0.65%      0.66%

  Ratio of Net Investment
  Income to Average
  Net Assets......                                 3.68%(2)       2.93%     3.12%      2.88%

  Net Assets, End
  of Period (in thousands)........                 $444,277     $85,730   $91,118    $92,034


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

(2)  The  advisor  voluntarily  waived its  management  fee from  August 1, 1997
     through  July 31,  1998.  Effective  August  1,  1998,  the  advisor  began
     decreasing  the waiver by 0.10% of the fund's net assets,  until the waiver
     expired in December 1998. In absence of the waiver, expenses to average net
     assets and annualized ratio of net investment  income to average net assets
     would  have  been  0.52%  and  3.20%  for 1998 and 0.50% and 2.90% for 1999
     respectively.









LIMITED-TERM TAX-FREE FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                            1999      1998(1)    1997(1)    1996(1)     1995(1)     1994(1)
                                        ----------------------------------------------------------------------
PER-SHARE DATA
Net Asset Value,                          Audited
Beginning of Period.............          Numbers        $10.11    $10.08       $10.09      $9.95      $10.04
                                        ----------------------------------------------------------------------
                                          Not Yet
Income From                              Available
Investment Operations

  Net Investment Income ...........                        0.24      0.41         0.43       0.44        0.36

 Net Realized and Unrealized
 Gain (Loss) on Investment
 Transactions                                              0.05      0.10       (0.01)       0.14      (0.09)
                                        ----------------------------------------------------------------------

  Total From
  Investment Operations.........                           0.29      0.51         0.42       0.58        0.27
                                        ----------------------------------------------------------------------

Distributions

  From Net Investment Income.....                        (0.24)    (0.41)       (0.43)     (0.44)      (0.36)

  From Net Realized Gains
  on Investment Transactions....                               -    (0.07)            -          -           -

                                        ----------------------------------------------------------------------
  Total Distributions..........                               (0.24)    (0.48)       (0.43)     (0.44)      (0.36)
                                        ----------------------------------------------------------------------

Net Asset Value,
End of Period.........                                   $10.16    $10.11       $10.08     $10.09       $9.95
                                        ======================================================================

  TOTAL RETURN(2) .....                                   2.87%     5.22%        4.26%      5.95%       2.75%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets...........                     0.52%(3)     0.59%     0.38%(4)       -(4)        -(4)

  Ratio of Net Investment
  Income to Average Net Assets..                       4.04%(3)     4.05%        4.28%      4.38%       3.62%

  Portfolio Turnover Rate....                               28%       74%          68%        78%         42%

  Net Assets, End
  of Period (in thousands)..........                    $38,410   $36,437      $49,866    $58,837     $60,857

(1)  The period ended May 31, 1998  represents a seven month  reporting  period.
     The fund's fiscal year end was changed from October 31 to May 31 during the
     period. Periods prior to 1998 are based on a fiscal year ended October 31.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(3)  Annualized.

(4)  The advisor had voluntarily  waived its management fee through February 29,
     1996. In absence of the waiver,  the ratio of operating expenses to average
     net assets would have been 0.60%.







INTERMEDIATE-TERM TAX-FREE FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                            1999        1998(1)     1997(1)     1996(1)     1995(1)      1994(1)
                                        ----------------------------------------------------------------------------
PER-SHARE DATA
Net Asset Value,                           Audited
Beginning of Period.....                   Numbers      $10.46      $10.35      $10.45      $10.01       $10.75
                                        ----------------------------------------------------------------------------
                                           Not Yet
Income From                               Available
Investment Operations

  Net Investment Income ....                             0.28        0.49        0.48        0.49         0.48

  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions                                           0.08        0.21       (0.03)       0.52        (0.61)
                                        ----------------------------------------------------------------------------

  Total From
  Investment Operations......                            0.36        0.70        0.45        1.01        (0.13)
                                        ----------------------------------------------------------------------------

Distributions

  From Net Investment Income.                           (0.28)      (0.49)      (0.48)      (0.49)       (0.48)

  From Net Realized
  Gains on Investment
  Transactions.................                         (0.02)      (0.10)      (0.07)      (0.08)       (0.13)
                                        ----------------------------------------------------------------------------

  Total Distributions..........                         (0.30)      (0.59)      (0.55)      (0.57)       (0.61)
                                        ----------------------------------------------------------------------------

Net Asset Value,
End of Period...........                                $10.52      $10.46      $10.35      $10.45       $10.01
                                        ============================================================================

  TOTAL RETURN(2)...                                     3.50%       6.88%       4.47%      10.41%       (1.25)%

RATIOS/SUPPLEMENTAL DATA
  Ratio of Operating Expenses
  to Average Net Assets...........                     0.51%(3)      0.58%       0.60%       0.60%        0.60%

  Ratio of Net Investment
  Income to Average
  Net Assets.......                                    4.62%(3)      4.71%       4.66%       4.77%        4.59%

  Portfolio Turnover Rate....                             17%       35%(4)        39%         32%          74%

  Net Assets, End
  of Period (in thousands)............                 $137,907    $132,416     $80,568     $80,248      $81,400

(1)  The period ended May 31, 1998  represents a seven month  reporting  period.
     The fund's fiscal year end was changed from October 31 to May 31 during the
     period. Periods prior to 1998 are based on a fiscal year ended October 31.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(3)  Annualized.

(4)  Purchases,  sales,  and market value  amounts for Benham  Intermediate-Term
     Tax-Free Fund prior to the merger were excluded from the portfolio turnover
     calculation.







LONG-TERM TAX-FREE FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                         1999        1998(1)         1997           1996          1995         1994
                                                  -----------------------------------------------------------------------
PER-SHARE DATA
Net Asset Value,
Beginning of Period ...........                       $10.75        $10.58         $10.54        $9.75        $11.10
                                                  -----------------------------------------------------------------------

Income From
Investment Operations

  Net Investment Income ...                            0.31          0.55           0.53          0.53         0.52

  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions                                         0.13          0.33           0.04          0.83        (1.01)
                                                  -----------------------------------------------------------------------

  Total From
  Investment Operations..                              0.44          0.88           0.57          1.36        (0.49)
                                                  -----------------------------------------------------------------------

Distributions

  From Net Investment Income..                        (0.31)        (0.55)         (0.53)        (0.53)       (0.52)

  From Net Realized
  Gains on Investment
  Transactions............                            (0.07)        (0.16)           -           (0.04)       (0.34)
                                                  -----------------------------------------------------------------------

  Total Distributions..........                       (0.38)        (0.71)         (0.53)        (0.57)       (0.86)
                                                  -----------------------------------------------------------------------

Net Asset Value,
End of Period........                                 $10.81        $10.75         $10.58        $10.54        $9.75
                                                  =======================================================================

  Total Return(2)...                                  4.18%          8.59%         5.60%         14.45%       (4.70)%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets......                        0.51%(3)        0.58%         0.59%         0.59%         0.60%

  Ratio of Net Investment
  Income to Average
  Net Assets......................                   4.96%(3)        5.16%         5.06%         5.24%         5.00%

  Portfolio Turnover Rate....                          47%          65%(4)          60%           61%           66%

  Net Assets, End
  of Period (in thousands).....                      $116,615      $108,868       $60,772       $57,997       $50,964

(1)  Seven  months ended May 31,  1998.  The Fund's  fiscal year end was changed
     from October 31 to May 31 resulting in a seven month reporting period.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(3)  Annualized.

(4)  Purchases,  sales, and market value amounts for Benham  Long-Term  Tax-Free
     Fund  prior  to the  merger  were  excluded  from  the  portfolio  turnover
     calculation.







HIGH-YIELD MUNICIPAL FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                                 1999       1998(1)
                                              -------------------------
PER-SHARE DATA
Net Asset Value,                                Audited
Beginning of Period.........                    Numbers      $9.99
                                              -------------------------
                                                Not Yet
Income From                                    Available
Investment Operations

  Net Investment Income .............                         0.09

  Net Realized and
  Unrealized Gain
  on Investment Transactions.....                             0.09
                                              -------------------------

  Total from Investment Operations......                      0.18
                                              -------------------------

Distributions

  From Net Investment Income..........                       (0.09)

  From Net Realized Gains on
  Investment Transactions ........                              -
                                              -------------------------

  Total Distributions .....................                  (0.09)
                                              -------------------------

Net Asset Value,
End of Period..........................                      $10.08
                                              =========================

  TOTAL                                                      1.81%
Return(2)...................................

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets(3) .......                             -

  Ratio of Net Investment
  Income to Average Net Assets(3).......                       5.38%(4)

  Portfolio Turnover Rate.......                              44%

  Net Assets, End
  of Period (in thousands)................                  $18,788
</TABLE>

(1)  March 31, 1998 (inception) through May 31, 1998.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(3)  The advisor  has  voluntarily  agreed to pay all  expenses of the fund from
     March 31,  1998  (inception)  through  April 30,  1999.  In  absence of the
     waiver,  the annualized  ratio of operating  expenses to average net assets
     would  have been 0.64% for both  periods  and the  annualized  ratio of net
     investment  income to average  net assets  would have been 4.66% and 4.74%,
     for the year ended May 31, 1999 and the period  March 31, 1998  through May
     31, 1998, respectively.

(4)  Annualized.









More information about the funds is contained in these documents

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

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

You may obtain a free copy of the SAI or annual and semiannual reports,  and ask
questions about the funds or your accounts,  by contacting  American  Century at
the address or telephone numbers listed below.

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

In person                  SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.
On the internet            www.sec.gov
By mail                    SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The  SEC  will   charge  a  fee  for   copying   the
                           documents.)


Investment Company Act File No. 811-4025


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

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

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







FUND REFERENCE
                             Fund Code      Ticker        Newspaper Listing
- ---------------------------------------------------------------------------
Tax-Free Money Market        941            BNTXX         AmC TF
Limited-Term Tax-Free        032            TWTSX         LtdTF
Intermediate-Term Tax-Free   028            TWTIX         IntTF
Long-Term Tax-Free           029            TWTLX         LgTF
High-Yield Municipal         942            ABHYZ         HiYldMu
- ---------------------------------------------------------------------------
<PAGE>
[american century logo(reg.sm)]
American
Century


PROSPECTUS

SEPTEMBER 7, 1999
- --------------------------------------------------------------------------------

NEW YORK MUNICIPAL MONEY MARKET FUND
FLORIDA MUNICIPAL MONEY MARKET FUND
FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND
ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND


INVESTOR CLASS

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

Distributed by Funds Distributor, Inc.






Dear Investor,


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

Here's what you'll find:

o The funds' primary investments and risks
o A description of who may or may not want to invest in the funds
o Fund performance, including returns for each year, best and worst quarters
  and average annual returns compared to the funds' benchmarks
o An overview of ways to best manage your accounts
o Helpful tips and definitions of key investment terms

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

                                      Sincerely,


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












TABLE OF CONTENTS

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

Fund Performance History.......................................................3

Fees and Expenses..............................................................6

Information about the Funds....................................................7

         New York Municipal Money Market Fund
         Florida Municipal Money Market Fund
         Florida Intermediate-Term Municipal Fund
         Arizona Intermediate-Term Municipal Fund

Basics of Fixed-Income Investing..............................................xx

Management....................................................................xx

Investing with American Century...............................................xx

Share Price and Distributions.................................................xx

Taxes.........................................................................xx

Financial Highlights..........................................................xx


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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.

o........This symbol highlights special information and helpful tips.

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AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek high current income and investment returns that are exempt from
regular  federal  income tax and taxes imposed by NewYork (both city and state),
Florida or Arizona.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The funds  invest  most of their  assets in DEBT  SECURITIES  issued by  cities,
counties  and  other  municipalities  and U.S.  territories.  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.
A more detailed  description  about the funds'  investment  strategies and risks
begins on page 7.

<TABLE>
FUND                        PRIMARY INVESTMENTS                            PRIMARY RISKS
- --------------------------- ---------------------------------------------- -------------------------------
<S>                        <C>                                             <C>
New York Municipal Money    High-quality, very short-term debt securities  New York economic risk
Market                                                                     Some credit risk

Florida Municipal Money     High-quality, very short-term debt securities  Florida economic risk
Market                                                                     Some credit risk

Florida Intermediate-Term   Quality debt securities that mature in one     Florida economic risk
Municipal                   to five years                                  Credit risk
                                                                           Interest rate risk

Arizona Intermediate-Term   Quality debt securities that mature in four    Arizona economic risk
Municipal                   or more years                                  Credit risk
                                                                           Interest rate risk
</TABLE>

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

o a New York, Florida or Arizona resident or taxpayer
o seeking current tax-free income
o comfortable with risk based on New York's, Florida's or Arizona's economy
o comfortable with the funds' other investment risks
o seeking diversification by investing in a fixed-income mutual fund

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

o investing in a IRA or other tax-advantaged retirement plan
o investing for long-term growth
o looking for the added security of FDIC insurance

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DEBT  SECURITIES  include   fixed-income   investments  such  as  notes,  bonds,
commercial paper and debentures.

o    An investment in the funds is not a bank deposit,  and it is not insured or
     guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
     government  agency.  Although  the money  market funds seek to preserve the
     value of your  investment at $1.00 per share,  it is possible to lose money
     by investing in it.

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FUND PERFORMANCE HISTORY

Florida Municipal Money Market Fund

ANNUAL TOTAL RETURNS (1)

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

[bar chart]
1998     3.13%
1997     3.39%
1996     3.67%
1995     4.07%

1 As of June 30,  1999,  the end of the most recent  calendar  quarter,  Florida
Municipal Money Market's year-to-date return was ___%.

The highest and lowest  quarterly  returns for the period reflected in the chart
are:

                                           Highest               Lowest
- --------------------------------------------------------------------------------
Florida Municipal Money Market             1.06% (2Q 1995)       0.73% (4Q 1998)


AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the fund's  Investor
Class Shares for the periods  indicated.  The benchmark is included in the table
for performance comparison.

For the calendar year ended December 31, 1998          1 year   Life of Fund (1)
- --------------------------------------------------------------------------------
Florida Municipal Money Market                         3.13%    3.52%
Lipper Other States Tax-Exempt Money Market Funds      3.01%    3.20% (2)

1 The inception date for the fund is April 11, 1994.
2 Benchmark from April 30, 1994.


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

o    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.

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FUND PERFORMANCE HISTORY

Florida Intermediate-Term Municipal Fund

ANNUAL TOTAL RETURNS (1)

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

[bar chart]
1998     6.49%
1997     8.22%
1996     3.66%
1995     13.49%

1 As of June 30,  1999,  the end of the most recent  calendar  quarter,  Florida
Intermediate-Term Municipal's year-to-date return was ___%.

The highest and lowest  quarterly  returns for the period reflected in the chart
are:

                                        Highest               Lowest
- --------------------------------------------------------------------------------
Florida Intermediate-Term Municipal     5.06% (1Q 1995)       -0.51% (1Q 1996)


AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the fund's  Investor
Class Shares for the periods indicated. The benchmark is an unmanaged index that
has no operating costs and is included in the table for performance comparison.

For the calendar year ended December 31, 1998       1 year     Life of Fund (1)
- --------------------------------------------------------------------------------
Florida Intermediate-Term Municipal                 3.13%      3.52%
Lehman 5-Year General Obligation                    5.84%      6.25% (2)

1 The inception date for Florida Intermediate-Term  Municipal is April 11, 1994.
2 Benchmark from April 30, 1994.

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

o    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.

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FUND PERFORMANCE HISTORY

Arizona Intermediate-Term Municipal Fund

ANNUAL TOTAL RETURNS (1)

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

[bar chart]
1998     5.90%
1997     6.90%
1996     3.74%
1995     13.15%

1 As of June 30,  1999,  the end of the most recent  calendar  quarter,  Arizona
Intermediate-Term Municipal's year-to-date return was ___%.

The highest and lowest  quarterly  returns for the period reflected in the chart
are:

                                           Highest             Lowest
- --------------------------------------------------------------------------------
Arizona Intermediate-Term Municipal        4.60% (1Q 1995)     -0.53% (1Q 1996)


AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the fund's  Investor
Class Shares for the periods indicated. The benchmark is an unmanaged index that
has no operating costs and is included in the table for performance comparison.

For the calendar year ended December 31, 1998        1 year     Life of Fund (1)
- --------------------------------------------------------------------------------
Arizona Intermediate-Term Municipal                  5.90%      6.66%
Lehman 5-Year General Obligation Index               5.84%      6.25% (2)

1 The inception date for Arizona Intermediate-Term  Municipal is April 11, 1994.
2 Benchmark from April 30, 1994.


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

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

**********END LEFT MARGIN CALLOUTS






Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Investor Class shares of other American Century funds
o to redeem your shares

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
                                            Management       Distribution and         Other          Total Annual Fund
                                            Fee(1)           Service (12b-1) Fees     Expenses(2)    Operating Expenses
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
<S>                                         <C>                                       <C>            <C>
New York Municipal Money Market             0.50%            None                     0.01%          0.51%
Florida Municipal Money Market              0.50%            None                     0.01%          0.51%
Florida Intermediate-Term Municipal         0.50%            None                     0.01%          0.51%
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
Arizona Intermediate-Term Municipal         0.51%            None                     0.01%          0.52%

1    Based on expenses  incurred  during the funds' most recent fiscal year. The
     funds have a stepped fee schedule.  As a result,  the funds' management fee
     rate generally decreases as fund assets increase.

2    Other  expenses  include the fees and  expenses  of the funds'  independent
     trustees, their legal counsel and interest.

EXAMPLES

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year and
o incur the same operating expenses shown above,

 ... your cost of investing in the fund would be:
                                             1 year             3 years             5 years             10 years
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
New York Municipal Money Market              $52                $163                $285                $640
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
Florida Municipal Money Market               $52                $163                $285                $640
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
Florida Intermediate-Term Municipal          $52                $163                $285                $640
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
Arizona Intermediate-Term Municipal          $53                $167                $290                $652
</TABLE>

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

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INFORMATION ABOUT THE FUNDS

NEW YORK MUNICIPAL MONEY MARKET FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

New York  Municipal  Money Market  seeks  safety of  principal  and high current
income  that is exempt from  federal  income tax and seeks to be exempt from the
New York tax.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy cash-equivalent,  HIGH-QUALITY DEBT SECURITIES with income
payments  exempt from  federal,  New York state and New York City income  taxes.
Cities, counties and other municipalities in New York and U.S. territories (such
as Puerto Rico)  usually issue these  securities  for public  projects,  such as
schools and roads.

The fund managers also may buy  cash-equivalent,  high-quality  debt  securities
with  income  payments  exempt  from  federal,  New York state and New York City
income taxes.  Cities,  counties and other  municipalities  in New York and U.S.
territories (such as Puerto Rico) usually issue these securities (called private
activity  bonds) to fund  for-profit  private  projects,  such as hospitals  and
athletic stadiums.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.

Because the fund invests primarily in New York municipal securities,  it will be
sensitive to events that affect New York's  economy.  New York  Municipal  Money
Market  may have a higher  level of risk  than  funds  that  invest  in a larger
universe of securities.


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o    Income  from  New  York  Municipal  Money  Market  may  be  subject  to the
     alternative  minimum  tax.  For  more  information,  see  "Taxes"  in  this
     Prospectus.

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 fund's 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 Statement of Additional
Information.

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FLORIDA MUNICIPAL MONEY MARKET FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Florida Municipal Money Market seeks safety of principal and high current income
that is exempt from  federal  income tax and seeks to be exempt from the Florida
intangible personal property tax.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy cash-equivalent,  HIGH-QUALITY DEBT SECURITIES with income
payments  exempt from  federal  income tax and which are exempt from the Florida
intangible personal property tax. Cities,  counties and other  municipalities in
Florida usually issue these securities for public projects,  such as schools and
roads.

The fund managers also may buy  cash-equivalent,  high-quality  debt  securities
with income  payments  exempt  federal  income tax and which are exempt from the
Florida  intangible  personal  property tax, but are not exempt from the federal
alternative  minimum tax. Cities,  counties and other  municipalities in Florida
usually  issue  these  securities   (called  private  activity  bonds)  to  fund
for-profit private projects, such as hospitals and athletic stadiums.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

Because  cash-equivalent  securities are among the safest securities  available,
the  interest  they  pay is  among  the  lowest  for  income-paying  securities.
Accordingly,  the yield on this fund will likely be lower than funds that invest
in longer-term or lower-quality securities.

Because the fund invests primarily in Florida municipal  securities,  it will be
sensitive  to events that affect  Florida's  economy.  Florida  Municipal  Money
Market  may have a higher  level of risk  than  funds  that  invest  in a larger
universe of securities.


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o    Income  from  Florida   Municipal  Money  Market  may  be  subject  to  the
     alternative  minimum  tax.  For  more  information,  see  "Taxes"  in  this
     Prospectus.

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 fund's 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 Statement of Additional
Information.

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FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Florida  Intermediate-Term  Municipal seeks safety of principal and high current
income  that is exempt from  federal  income tax and seeks to be exempt from the
Florida intangible personal property tax.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy QUALITY,  intermediate-term  debt  securities  with income
payments  exempt from  federal  income tax and which are exempt from the Florida
intangible personal property tax. Cities,  counties and other  municipalities in
Florida usually issue these securities for public projects,  such as schools and
roads.

The fund managers also may buy quality,  intermediate-term  debt securities with
income  payments exempt federal income tax and which are exempt from the Florida
intangible   personal  property  tax,  but  are  not  exempt  from  the  federal
alternative  minimum tax. Cities,  counties and other  municipalities in Florida
usually  issue  these  securities   (called  private  activity  bonds)  to  fund
for-profit private projects, such as hospitals and athletic stadiums.

The fund  managers  also may use  futures  contracts  and  options to pursue its
investment objective.

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.

The WEIGHTED  AVERAGE MATURITY of the fund is expected to be between five and 10
years.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

When interest rates change, the fund's share value will be affected.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates  decline.  The interest rate risk is higher for Florida
Intermediate-Term  Municipal than for funds that have shorter  weighted  average
maturities, such as money market and short-term bond funds.

The fund  may  invest  part of its  assets  in  securities  rated in the  lowest
investment-grade  category (e.g.,  Baa or BBB). The issuers of these  securities
are more likely to have problems making interest and principal payments.

Because the fund invests primarily in Florida municipal  securities,  it will be
sensitive to events that affect  Florida's  economy.  Florida  Intermediate-Term
Municipal  may have a higher  level of risk than funds  that  invest in a larger
universe of securities.

As with all  funds,  at any  given  time the  value of your  shares  of  Florida
Intermediate-Term  Municipal  may be worth more or less than the price you paid.
If you sell your shares when the value is less than the price you paid, you will
lose money.


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o    Income from the funds may be subject to the  alternative  minimum  tax. For
     more information, see "Taxes" in this Prospectus.

A 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 fund's 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 Statement of Additional
Information.

WEIGHTED  AVERAGE  MATURITY is a measure of a fund's interest rate  sensitivity.
For more information, see "Weighted Average Maturity" in this Prospectus.

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ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Arizona  Intermediate-Term  Municipal seeks safety of principal and high current
income that is exempt from federal and Arizona income taxes.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers buy  intermediate-term,  QUALITY DEBT  SECURITIES  with income
payments  exempt from federal and Arizona  income  taxes.  Cities,  counties and
other  municipalities  in Arizona  usually  issue  these  securities  for public
projects, such as schools and roads.

The fund managers also may buy  intermediate-term,quality  debt securities whose
payments are exempt from federal and Arizona  income taxes,  but not the federal
alternative  minimum tax. Cities,  counties and other  municipalities in Arizona
usually  issue  these  securities   (called  private  activity  bonds)  to  fund
for-profit private projects, such as hospitals and athletic stadiums.

The fund  managers  also may use  futures  contracts  and  options to pursue the
fund's investment objectives.

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.

The WEIGHTED  AVERAGE MATURITY of the fund is expected to be between five and 10
years.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

When interest rates change, the fund's share value will be affected.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates  decline.  The interest rate risk is higher for Arizona
Intermediate-Term  Municipal than for funds which have shorter  weighted average
maturities, such as money market and short-term bond funds.

The fund  may  invest  part of its  assets  in  securities  rated in the  lowest
investment-grade  category (e.g.,  Baa or BBB). The issuers of these  securities
are more likely to have problems making interest and principal payments.

Because the fund invests primarily in Arizona municipal  securities,  it will be
sensitive to events that affect  Arizona's  economy.  Arizona  Intermediate-Term
Municipal  may have a higher  level of risk than funds  that  invest in a larger
universe of securities.

As with all  funds,  at any  given  time the  value of your  shares  of  Arizona
Intermediate-Term  Municipal  may be worth more or less than the price you paid.
If you sell your shares when the value is less than the price you paid, you will
lose money.


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o    Income from the funds may be subject to the  alternative  minimum  tax. For
     more information, see "Taxes" in this Prospectus.

A 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 fund's 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 Statement of Additional
Information.

WEIGHTED  AVERAGE  MATURITY is a measure of a fund's interest rate  sensitivity.
For more information, see "Weighted Average Maturity" in this Prospectus.

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BASICS OF FIXED INCOME INVESTING

DEBT SECURITIES

When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
debt  security is first sold by the  issuer,  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, liquidity and credit quality.

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

o    determining which securities help a fund meet its maturity requirements

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

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

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

WEIGHTED AVERAGE MATURITY

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

Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining  maturities of all of the debt  securities the fund
owns to evaluate the interest rate  sensitivity  of the entire  portfolio.  This
average is weighted according to the size of the fund's individual  holdings and
is called WEIGHTED AVERAGE MATURITY. The following chart shows how fund managers
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              7,500 days
WEIGHTED AVERAGE MATURITY                                                                              7,750 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.  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 a funds' performance varies and
is related to the weighted  average  maturity of a particular 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.

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

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

***********END LEFT MARGIN CALLOUTS

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

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

CREDIT RISK

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

It's not as simple as buying the  highest-rated  debt securities.  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.

<TABLE>
                     Quality
      High-Quality
<S>                     <C>                     <C>                 <C>              <C>            <C>               <C>
                      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
- -------------------------- ----------------------------------------------- ----------- ----------- ----------- -----------
                           New York Municipal Money Market
                           -----------------------------------------------
- -------------------------- ----------------------------------------------- ----------- ----------- ----------- -----------
                           Florida Municipal Money Market
                           -----------------------------------------------
Florida Intermediate-Term Municipal
- --------------------------------------------------
- --------------------------------------------------
Arizona Intermediate-Term Municipal
- --------------------------------------------------
- --------------------------------------------------
Investment Grade                                   Non-investment grade
- -------------- ----------------------------------- -----------------------------------------------------------------------
</TABLE>

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


LIQUIDITY RISK

Debt securities can become  difficult to sell, or less liquid,  for a variety of
reasons,  such as lack of an active trading market.  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.
However,  returns  from  these  investments  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

o    Credit quality may be lower when the issuer has

     o a high debt level
     o a short operating history
     o a senior level of debt
     o a difficult, competitive environment
     o a less stable cash flow

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

**********END LEFT MARGIN CALLOUTS

A COMPARISON OF BASIC RISK FACTORS

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

<TABLE>
                                               Interest Rate Risk  Credit Risk         Liquidity Risk     Inflation Risk
- ---------------------------------------------- ------------------- ------------------- ------------------ -------------------
<S>                                          <C>                 <C>                  <C>                <C>
New York Municipal Money Market                Lowest              Lowest              Lowest             Lowest
Florida Municipal Money Market                 Lowest              Lowest              Lowest             Lowest
Florida Intermediate-Term Municipal            Medium              Medium              Medium             Medium
Arizona Intermediate-Term Municipal            Medium              Medium              Medium             Medium
</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.









MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the funds during their most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Investor  Class  shares of the funds.  The rate of the
management fee for a fund is determined on a class-by-class  basis 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  paid all
expenses of managing and operating the fund except  brokerage  expenses,  taxes,
interest,  fees and  expenses  of the  independent  directors  (including  legal
counsel fees), and extraordinary  expenses.  A portion of the management fee may
be  paid by the  funds'  advisor  to  unaffiliated  third  parties  who  provide
recordkeeping and  administrative  services that would otherwise be performed by
an affiliate of the advisor.


Management Fees Paid by the Funds to the Advisor
as a Percentage of Average Net Assets
for the Most Recent Fiscal Year Ended May 31, 1999
- --------------------------------------------------------------------------------
Florida Municipal Money Market                                       0.50%
Florida Intermediate-Term Municipal                                  0.50%
Arizona Intermediate-Term Municipal                                  0.51%






THE FUND MANAGEMENT TEAM

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

The portfolio managers who lead the investment teams are identified below:

BRYAN E. KARCHER

Mr.  Karcher,  Portfolio  Manager,  has been a member of the team  that  manages
Florida  Municipal Money Market since June 1995. He joined  American  Century in
July 1989 and has been a Portfolio  Manager  since 1995.  He holds a  bachelor's
degree in economics  from the  University of  California--Los  Angeles.  He is a
Chartered Financial Analyst.

KENNETH M. SALINGER

Mr.  Salinger,  Portfolio  Manager,  has been a member of the team that  manages
Arizona  Intermediate-Term  Municipal  team  since  June  1998  and the  Florida
Intermediate-Term  Municipal team since October 1996. He joined American Century
in April 1992. He has a bachelor's  degree in  quantitative  economics  from the
University of California--San Diego.


**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS






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 were originally  programmed in a way that
prevented   them  from  properly   recognizing   or  processing   date-sensitive
information  relating to the Year 2000 and beyond.  Because  this may impact the
computer  systems of various  American  Century-affiliated  and external service
providers  for the  funds,  American  Century  formally  initiated  a Year  2000
readiness  project in July 1997.  It involves a team of  information  technology
professionals  assisted  by outside  consultants  and  guided by a  senior-level
steering committee.  The team's goal is to assess the impact of the Year 2000 on
American Century's systems,  renovate or replace  noncompliant  critical systems
and test  those  systems.  In  addition,  the team has been  working  to  gather
information  about the Year 2000  efforts  of the  funds'  other  major  service
providers.

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

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






INVESTING WITH AMERICAN CENTURY

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

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

<TABLE>
Ways to Manage Your Account
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                                <C>                                           <C>
By telephone                       Open an account                                Make additional investments
Investor Relations                 If you are a current investor, you can open    Call us or use our Automated Information Line
1-800-345-2021                     an account by exchanging shares from another   if you have authorized us to invest from your
                                   American Century account.                      bank account.
Business, Not-For-Profit
and Employer-Sponsored             Exchange shares                                Sell shares
Retirement Plans                   Call us or use our Automated Information       Call an Investor Relations Representative.
1-800-345-3533                     Line if you have authorized us to accept
                                   telephone instructions.
Automated Information Line
1-800-345-8765
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax                     Open an account                                Make additional investments
P.O. Box 419200                    Send a signed, completed application and       Send us your check or money order for at
Kansas City, MO 64141-6200         check or money order payable to American       least $50 with an investment slip or $250
                                   Century Investments.                           without an investment slip. If you don't have
Fax                                                                               an investment slip, include your name,
 816-340-7962                      Exchange shares                                address and account number on your check or
                                   Send us written instructions to exchange       money order.
                                   your shares from one American Century
                                   account to another.                            Sell shares
                                                                                  Send us written instructions or a redemption
                                                                                  form to sell shares. Call an Investor
                                                                                  Relations Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online                             Open an account                                Make additional investments
www.americancentury.com            If you are a current investor, you can open    Make an additional investment into an
                                   an account by exchanging shares from another   established American Century account if you
                                   American Century account.                      have authorized us to invest from your bank
                                                                                  account.
                                   Exchange shares
                                   Exchange shares from another American          Sell shares
                                   Century account.                               Not available.







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 a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
By wire                          Open an account                                  Make additional investments
                                 Call us to set up your account or mail a         Follow the wire instructions provided in the
                                 completed application to the address provided    "Open an account" section
                                 in the "By Mail" section and give your bank
                                 the following information.                       Sell shares
                                 Our bank information:                            You can receive redemption proceeds by wire
Please remember that if you               Commerce Bank N.A.                      or electronic transfer.
request redemptions by wire,              Routing No. 101000019
$10 will be deducted from the             Account No. 2804918
amount wired. Your bank also     The fund name
may charge a fee.                Your American Century account number*
                                 Your name                                        Exchange shares
                                 The contribution year (for IRAs only)            Not available.

                                 *For additional investments only
- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically                    Open an account                                  Make additional investments
                                 Not available.                                   With the automatic investment privilege, you
                                                                                  can purchase shares on a regular basis. You
                                 Exchange shares                                  must invest at least $600 per year per
                                 Send us written instructions to set up an        account.
                                 automatic exchange of your shares from one
                                 American Century account to another.             Sell shares
                                                                                  If you have at least $10,000 in your account,
                                                                                  you may sell shares automatically by
                                                                                  establishing Check-A-Month or Automatic
                                                                                  Redemption plans.
- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
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 and sell or exchange
                                 shares.

                                 4500 Main St.                                    4917 Town Center Drive
                                 Kansas City, Missouri                            Leawood, Kansas
                                 8 a.m. to 5:30 p.m., Monday-Friday               8 a.m. to 6 p.m., Monday-Friday
                                                                                  8 a.m. to noon, Saturday

                                 1665 Charleston Road                             9445 East County Line Road, Suite A
                                 Mountain View, California                        Englewood, Colorado
                                 8 a.m. to 5 p.m., Monday-Friday                  8 a.m. to 6 p.m., Monday-Friday
                                                                                  8 a.m. to noon, Saturday
- -------------------------------- ------------------------------------------------------------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
</TABLE>









<TABLE>
MINIMUM INITIAL INVESTMENT AMOUNTS (1)

To open an account the minimum investments are as follows:         Florida Municipal Money Market      Other Funds
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>
Individual or Joint                                                                        $2,500           $5,000
UGMA/UTMA                                                                                  $2,500           $5,000
</TABLE>
1    The funds in this Prospectus are not available for retirement accounts

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

ABUSIVE TRADING PRACTICES
We do not permit market timing or other abusive trading practices in our funds.

Excessive,  short-term  (market timing) or other abusive  trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay delivery of your redemption proceeds -- up to seven days -- or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS
If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities, we will value the securities selected by the fund managers in the
same manner as we do in  computing  the fund's net asset  value.  We may provide
these securities in lieu of cash without prior notice.

If your  redemption  would  exceed  this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

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

o minimum investment requirements
o exchange policies
o fund choices
o cutoff time for investments

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

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

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

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on each fund's behalf up to the time at
which the net asset value is  determined.  If those  orders are  transmitted  to
American  Century and paid for in  accordance  with the  contract,  they will be
priced at the net asset value next determined  after your request is received in
the form required by the intermediary on a fund's behalf.

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS






SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines  the NET ASSET  VALUE (NAV) 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
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current market prices of securities owned by a fund (except Florida Municipal
Money Market) are not readily  available,  the advisor may determine  their fair
value in accordance with procedures adopted by the fund's Board of Trustees.

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

DISTRIBUTIONS

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

Each money market fund  declares  and  reinvests  distributions  from net income
daily. Each of the other funds declares  distributions from net income daily and
pays these  distributions  monthly.  Each fund (except  Florida  Municipal Money
Market)  generally  pays  distributions  of capital  gains,  if any, once a year
usually in December. A fund may make more frequent distributions if necessary to
comply with  Internal  Revenue Code  provisions.  Distributions  are  reinvested
automatically in additional shares unless you choose another option.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem. If you redeem all shares, we will include any distribution received with
your redemption proceeds.

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 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.

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

**********END LEFT MARGIN CALLOUTS






TAXES

TAX-EXEMPT  INCOME.  Most of the income that the funds  receive  from  municipal
securities is exempt from regular federal income taxes.  Distributions  from New
York Municipal Money Market and Arizona Intermediate-Term Municipal will also be
exempt from New York and Arizona income taxes,  respectively.  Shares of Florida
Municipal  Money  Market  and  Florida  Intermediate-Term  Municipal  will  also
generally be exempt from the Florida intangible  personal property tax. However,
corporate  shareholders  should be aware  that  distributions  may be subject to
state corporate franchise tax.

The 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 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>
Short-term capital gains             Ordinary income rate                      Ordinary income rate
Long-term capital gains                       10%                                      20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund  or  whether  you  reinvest  your  distribution  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each  calendar  year in an annual tax mailing
(Form 1099-DIV) from the fund.

Distributions  also may 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.  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 you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term  capital loss.  However,  you should note that any loss realized upon
the sale or  redemption of shares held for six months or less will be treated as
a long-term  capital loss to the extent of any distribution of long-term capital
gain to you with respect to such shares. If a loss is realized on the redemption
of fund shares, the reinvestment in additional fund shares within 30 days before
or after the  redemption  may be subject to the wash sale rules of the  Internal
Revenue Code.  This may result in a postponement of the recognition of such loss
for federal income tax purposes.

If you  have  not  certified  to us that  your  Social  Security  number  or tax
identification   number  is  correct  and  that  you  are  not  subject  to  31%
withholding,  we are  required to withhold and remit 31% of  dividends,  capital
gains distributions and redemptions to the IRS.

**********LEFT MARGIN CALLOUTS

o    BUYING A DIVIDEND
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes known as buying a dividend. In taxable accounts,  you must pay
     income taxes on the  distribution  whether you reinvest the distribution or
     take  it in  cash.  In  addition,  you  will  have  to  pay  taxes  on  the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that a fund's  portfolio may build up taxable gains  throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred. If you buy a dividend,  you
     incur the full tax liability of the  distribution  period,  but you may not
     enjoy the full benefit of the gains realized in the fund's portfolio.

**********END LEFT MARGIN CALLOUTS







Financial Highlights

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

On a per-share basis, each table includes as appropriate

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

Each table also includes some key statistics for the period as appropriate

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

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

o    Net Income  Ratio--net  investment  income as a  percentage  of average net
     assets

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

The Financial Highlights for the fiscal years ended March 31, 1998 and 1999 have
been  audited by  PricewaterhouseCoopers  LLP,  independent  accountants.  Their
report is included  in the funds'  annual  reports,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.









<TABLE>
<CAPTION>
FLORIDA MUNICIPAL MONEY MARKET
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
                                                                         1998           1997           1996           1995
                                             ------------------------------------------------------------------------------
PER-SHARE DATA
<S>                                                                     <C>            <C>            <C>            <C>
Net Asset Value,                                  Audited
Beginning of Period...........                    Numbers               $1.00          $1.00          $1.00          $1.00
                                             ------------------------------------------------------------------------------
                                                  Not Yet
Income From                                      Available
Investment Operations

  Net Investment Income ...........                                      0.03           0.03           0.04           0.04
                                             ------------------------------------------------------------------------------

Distributions

  From Net
  Investment Income...........                                         (0.03)         (0.03)         (0.04)         (0.04)
                                             ------------------------------------------------------------------------------

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

  TOTAL RETURN(1)..................                                     3.31%          3.55%          3.86%          3.71%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets ............                                    0.51%          0.12%          0.01%              -

  Ratio of Operating Expenses to Average
  Net Assets (Before Expense Waiver) .                                  0.53%          0.66%          0.71%          0.88%

  Ratio of Net Investment
  Income to Average Net Assets.                                         3.25%          3.48%          3.75%          3.93%

 Ratio of Net Investment Income to
  Average Net Assets (Before Expense Waiver)                            3.23%          2.94%          3.05%          3.05%

  Net Assets, End
  of Period (in thousands)................                           $109,684       $112,129        $99,993        $45,147

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






Florida Intermediate-Term Municipal
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
                                                    1999         1998           1997           1996             1995
                                                ----------------------------------------------------------------------------
PER-SHARE DATA

Net Asset Value,                                  Audited
Beginning of Period......                         Numbers       $10.34         $10.18         $10.30           $10.11
                                                ----------------------------------------------------------------------------
                                                  Not Yet
Income From Investment Operations                Available

  Net Investment Income ..............                           0.45           0.46           0.52             0.52

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions.....                                0.38           0.20          (0.08)            0.19
                                                ----------------------------------------------------------------------------

  Total From
  Investment Operations.........                                 0.83           0.66           0.44             0.71
                                                ----------------------------------------------------------------------------

Distributions

  From Net Investment Income.....                               (0.45)         (0.46)         (0.52)           (0.52)

  From Net Realized
  Capital Gains........                                         (0.16)         (0.04)         (0.04)             -
                                                ----------------------------------------------------------------------------

  Total Distributions........                                   (0.61)         (0.50)         (0.56)           (0.52)
                                                ----------------------------------------------------------------------------

Net Asset Value,
End of Period..........................                         $10.56         $10.34         $10.18           $10.30
                                                ============================================================================

  TOTAL RETURN(1)..............                                  8.20%         6.63%          4.34%            7.31%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets............                              0.54%         0.65%          0.13%              -

  Ratio of Operating Expenses to Average
  Net Assets (Before Expense Waiver)......                       0.58%         0.86%          0.88%            1.09%

  Ratio of Net Investment
  Income to Average Net Assets.                                  4.28%         4.42%          5.05%            5.23%

  Ratio of Net Investment Income to
  Average Net Assets (Before Expense Waiver)...                  4.24%         4.21%          4.30%            4.14%

  Portfolio Turnover Rate.......                                 154%           82%            66%              37%

  Net Assets, End
  of Period (in thousands)................                      $29,605       $16,513        $10,319           $9,532

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






Arizona Intermediate-Term Municipal
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
                                                           1998       1997      1996       1995
                                             -------------------------------------------------------
PER-SHARE DATA
                                               Audited
Net Asset Value,                               Numbers
Beginning of Period.......                     Not Yet    $10.44     $10.31    $10.35     $10.13
                                             -------------------------------------------------------
                                              Available
Income From
Investment Operations

  Net Investment Income                                    0.46       0.45      0.51       0.51

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions.....                          0.28       0.13     (0.03)      0.22
                                             -------------------------------------------------------

  Total From
  Investment Operations.........                           0.74       0.58      0.48       0.73
                                             -------------------------------------------------------

Distributions

  From Net Investment Income.......                       (0.46)     (0.45)    (0.51)     (0.51)

  From Net Realized Gains on
  Investment Transactions........                         (0.05)       -       (0.01)       -
                                             -------------------------------------------------------

  Total Distributions........                             (0.51)     (0.45)    (0.52)     (0.51)
                                             -------------------------------------------------------

Net Asset Value,
End of Period.........                                    $10.67     $10.44    $10.31     $10.35
                                             =======================================================

  TOTAL RETURN(1)..........                                7.19%     5.77%     4.65%      7.52%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets............                        0.54%     0.66%     0.14%        -

  Ratio of Operating Expenses to Average
  Net Assets (Before Expense Waiver).                      0.60%     0.79%     0.82%      1.01%

  Ratio of Net Investment
  Income to Average Net Assets.                            4.33%     4.35%     4.85%      5.16%

  Ratio of Net Investment Income to
  Average Net Assets (Before Expense Waiver)               4.27%     4.22%     4.17%      4.15%

  Portfolio Turnover Rate.......                            39%       81%       36%        33%

  Net Assets, End
  of Period (in thousands)................                $40,047   $30,555   $25,789    $19,778

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







More information about the funds is contained in these documents:

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

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

You may obtain a free copy of the SAI or annual and semiannual reports,  and ask
questions about the funds or your accounts,  by contacting  American  Century at
the address or telephone numbers listed below.

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

In person                  SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.
On the internet            www.sec.gov
By mail                    SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The  SEC  will   charge  a  fee  for   copying   the
                            documents.)


Investment Company Act File No. 811-4025


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

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

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






<TABLE>
FUND REFERENCE
                                                         Fund Code              Ticker          Newspaper Listing
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                    <C>             <C>
Florida Municipal Money Market                           945                    BEFXX           AmC FLMu
Florida Intermediate-Term Municipal                      946                    ACBFX           FLIntMu
Arizona Intermediate-Term Municipal                      948                    BEAMX           AZIntMu
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
SEPTEMBER 7, 1999

AMERICAN CENTURY
MUNICIPAL TRUST



This  Statement of Additional  Information  adds to the discussion in the funds'
Prospectuses,  dated August 31, 1999, but is not a prospectus.  The Statement of
Additional  Information  should be read in  conjunction  with the funds' current
Prospectuses. If you would like a copy of a Prospectus, please contact us at the
address  or  telephone  numbers  listed  on the back  cover  or  visit  American
Century's Web site at www.americancentury.com.

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





TAX-FREE MONEY MARKET FUND
FLORIDA MUNICIPAL MONEY MARKET FUND
LIMITED-TERM TAX-FREE FUND
INTERMEDIATE-TERM TAX-FREE FUND
LONG-TERM TAX-FREE FUND
HIGH-YIELD MUNICIPAL FUND
ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND
FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND

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

Distributed by Funds Distributor, Inc.





TABLE OF CONTENTS
================================================================================

THE FUNDS'HISTORY..............................................................1

FUND INVESTMENT GUIDELINES.....................................................1
   Florida Municipal MoneyMarket Fund and
     Florida Intermediate-Term Municipal Fund...................................
   Arizona Intermediate-Term Municipal Fund.....................................
   Tax-Free Money Market Fund, Limited-Term Tax-Free Fund,
     Intermediate-Term Tax-Free Fund and
   Long-Term Tax Free Fund......................................................
   High-Yield Municipal Fund....................................................
   Credit Quality and Maturity Guidelines.....................................13

DETAILED INFORMATION ABOUT THE FUNDS............................................
   Investment Strategies and Risks..............................................
   Investment Policies........................................................13
   Temporary Defensive Measures...............................................15
   Portfolio Turnover.........................................................15

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

THE FUNDS'PRINCIPAL SHAREHOLDERS..............................................18

SERVICE PROVIDERS.............................................................19
   Investment Advisor.........................................................19
   Transfer Agent and Administrator...........................................21
   Distributor................................................................21

OTHER SERVICE PROVIDERS.......................................................22
   Custodian Banks............................................................21
   Independent Accountants....................................................21

BROKERAGE ALLOCATION..........................................................22

INFORMATION ABOUT FUND SHARES.................................................23
   Buying and Selling Fund Shares.............................................XX
   Valuation of Portfolio Securities..........................................XX
      Money Market Funds......................................................23
      Non-Money Market Funds..................................................24

TAXES.........................................................................24
   Federal Income Tax.........................................................XX

HOW FUND PERFORMANCE INFORMATION IS CALCULATED................................24

FINANCIAL STATEMENTS..........................................................28
EXPLANATION OF FIXED-INCOME SECURITIES RATINGS................................XX








THE FUNDS' HISTORY
American Century Municipal Trust is a registered open-end management  investment
company that was  organized as a  Massachusetts  business  trust on May 1, 1984.
From then until  January 1997,  it was known as Benham  Municipal  Income Trust.
Throughout this Statement of Additional Information we refer to American Century
Municipal Trust as the Trust.

Each fund  described in this  Statement of Additional  Information is a separate
series of the Trust and operates for many purposes as if it were an  independent
company. Each fund has its own investment objective,  strategy, management team,
assets, tax identification and stock registration number.

Fund                                              Ticker Symbol   Inception Date
- ------------------------------------------------- --------------- --------------
Tax-Free Money Market                             BNTXX           7/31/84
Florida Municipal Money Market                    BEFXX           4/11/94
Limited-Term Tax-Free                             TWTSX           3/1/93
Intermediate-Term Tax-Free                        TWT1X           3/2/87
Long-Term Tax-Free                                TWTLX           3/2/87
High-Yield Municipal                              ABHY2           3/31/98
Arizona Intermediate-Term Municipal               BEAMX           4/11/94
Florida Intermediate-Term Municipal               ACBFX           4/11/94
- ------------------------------------------------- --------------- --------------

FUND INVESTMENT GUIDELINES
This section  explains the extent to which the funds' advisor,  American Century
Investment  Management,  Inc. 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  XX.  In the  case  of the  funds'  principal  investment
strategies,  these  descriptions  elaborate  upon  discussion  contained  in the
Prospectuses.

Each fund (except High-Yield Municipal,  Florida Municipal Money Market, Florida
Intermediate-Term  Municipal  and  Arizona  Intermediate-Term  Municipal)  is  a
diversified open-end investment company as defined in the Investment Company Act
of 1940 (the Investment  Company Act).  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.

Tax-Free Money Market and Florida  Municipal Money Market each operate  pursuant
to Rule 2a-7 under the  Investment  Company Act. That rule permits the valuation
of portfolio  securities  on the basis of amortized  cost.  To rely on the rule,
each fund must be diversified  with regard to 100% of its assets other than U.S.
government  securities.  This  operating  policy  is more  restrictive  than the
Investment  Company Act, which requires a diversified  investment  company to be
diversified with regard to only 75% of its assets.

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.

In  general,   within  the   restrictions   outlined  here  and  in  the  funds'
Prospectuses,  the fund  managers have broad powers to decide how to invest fund
assets, including the power to hold them uninvested.

So long as a sufficient  number of  acceptable  securities  are  available,  the
managers intend to keep the funds fully  invested.  However,  under  exceptional
conditions, the funds may assume a defensive position, temporarily investing all
or a substantial portion of their assets in cash or short-term securities.


FLORIDA MUNICIPAL MONEY MARKET FUND
FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND
The Florida Municipal Money Market Fund and Florida Intermediate-Term  Municipal
Fund  seek to obtain  as high a level of  current  income  exempt  from  regular
federal  income tax as is  consistent  with prudent  investment  management  and
conservation of shareholders' capital. In addition,  fund shares are intended to
be exempt from the Florida Intangibles Tax.

The funds are designed for individuals in upper tax brackets seeking income free
from regular  federal  income tax,  although the funds may generate some taxable
income.  The funds also provide an investment that is intended to be exempt from
the Florida  Intangibles Tax. Because of this emphasis on tax-exempt income, the
funds by themselves do not constitute a balanced investment plan.

Each fund intends to remain fully invested in municipal obligations (obligations
issued by or on behalf of a state,  its political  subdivisions,  agencies,  and
instrumentalities).  As a fundamental policy, each fund will invest at least 80%
of its net assets in obligations  with interest  exempt from the regular federal
income  tax.  The  funds  are not  limited,  however,  in their  investments  in
securities that are subject to the Federal Alternative Minimum Tax (AMT).

In  addition,  each fund will  invest at least 65% of its net  assets in Florida
municipal  obligations  (obligations  issued  by or on behalf  of  Florida,  its
political subdivisions,  agencies and instrumentalities,  or U.S. possessions or
territories  such as Puerto  Rico).  The remaining 35% of each fund's net assets
may be invested in (1)  obligations  issued by other states and their  political
subdivisions and (2) U.S. government securities.

Each fund is authorized under normal conditions to invest as much as 100% of its
net assets in municipal  obligations  for which the interest is a tax preference
item for purposes of the AMT. If you are or become subject to the AMT, a portion
of your income distributions that are exempt from the regular federal income tax
may not be exempt  from the AMT.  Interest  from AMT bonds is  considered  to be
exempt from federal income tax purposes of the 80% policy noted above.

A fund may need to sell certain  investments  near the end of each calendar year
so that on January 1 of each year,  its portfolio  consists only of  investments
that are exempt from the  Florida  Intangibles  Tax.  As a result,  a fund could
incur additional costs or taxable income or gains.


ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND
Arizona  Intermediate-Term  Municipal seeks to obtain as high a level of current
income exempt from Arizona and regular  federal income tax as is consistent with
prudent investment management and conservation of shareholders' capital.

Arizona  Intermediate-Term  Municipal is designed for  individuals  in upper tax
brackets  seeking  income free from  Arizona  state and regular  federal  income
taxes,  although the fund may  generate  some  taxable  income.  Because of this
emphasis  on  tax-exempt  income,  the  fund  does  not  constitute  a  balanced
investment.

The fund intends to remain fully invested in municipal obligations  (obligations
issued by or on behalf of a state,  its political  subdivisions,  agencies,  and
instrumentalities).  As a fundamental  policy, the fund will invest at least 80%
of its net assets in obligations  with interest  exempt from the regular federal
income tax. The fund is not limited,  however,  in its investments in securities
that are subject to the AMT.

In addition, Arizona Intermediate-Term Municipal will invest at least 65% of its
net assets in Arizona municipal obligations  (obligations issued by or on behalf
of Arizona; its political subdivisions, agencies and instrumentalities;  or U.S.
possessions  or territories  such as Puerto Rico).  The remaining 35% of its net
assets  may be  invested  in (1)  obligations  issued by other  states and their
political subdivisions and (2) U.S. government securities.

The fund is authorized under normal  conditions to invest as much as 100% of its
net assets in municipal  obligations  for which the interest is a tax preference
item for purposes of the AMT. If you are or become subject to the AMT, a portion
of your income distributions that are exempt from the regular federal income tax
may not be exempt  from the AMT.  Interest  from AMT bonds is  considered  to be
exempt from federal income tax for purposes of the 80% policy noted above.


TAX-FREE  MONEY  MARKET  FUND,  LIMITED-TERM  TAX-FREE  FUND,  INTERMEDIATE-TERM
TAX-FREE FUND, LONG-TERM TAX-FREE FUND
Tax-Free  Money  Market  Fund,  Limited-Term  Tax-Free  Fund,  Intermediate-Term
Tax-Free  Fund,  and  Long-Term  Tax-Free  Fund seek as high a level of  current
income  exempt from regular  federal  income tax as is  consistent  with prudent
investment management and conservation of shareholders' capital.

Each fund intends to remain fully  invested in municipal  obligations,  although
for  temporary  defensive  purposes,  each may invest a portion of its assets in
U.S. government  securities,  the interest income on which is subject to federal
income tax.  The  municipal  obligations  in which the funds may invest  include
securities  issued by U.S.  territories  or  possessions,  such as Puerto  Rico,
provided that the interest on these  securities  is exempt from regular  federal
income tax.

The funds may invest up to 20% of their total  assets in  municipal  obligations
for which the interest is a tax preference item for purposes of the AMT.


HIGH-YIELD MUNICIPAL FUND
High-Yield  Municipal  Fund seeks to provide  high  current  income  exempt from
federal income tax as is consistent with its investment  policies,  which permit
investment in lower-rated and unrated securities.  As a secondary objective, the
fund seeks capital appreciation.

The fund intends to remain fully invested in municipal obligations  (obligations
issued by or on behalf of a state or its  political  subdivisions,  agencies and
instrumentalities).  The fund  also may  invest  in  securities  issued  by U.S.
territories or possessions,  such as Puerto Rico,  provided that the interest on
these  securities  is exempt from regular  federal  income tax. As a fundamental
policy,  the fund will invest at least 80% of its net assets in obligations with
interest  exempt  from  regular  federal  income tax.  The fund is not  limited,
however, in its investments in securities that are subject to the AMT.

The fund is authorized,  under normal  conditions,  to invest as much as 100% of
its net  assets  in  municipal  obligations  for  which  the  interest  is a tax
preference  item for  purposes of the AMT.  If you are or become  subject to the
AMT, a portion of your income distributions that are exempt from regular federal
income tax may not be exempt from the AMT.

The fund intends to remain fully invested in municipal obligations, although for
temporary  defensive  purposes,  it may  invest a portion  of its assets in U.S.
government securities, the interest income on which is subject to federal income
tax.


CREDIT QUALITY AND MATURITY GUIDELINES

The Money Market Funds


Tax-Free  Money  Market Fund and  Florida  Municipal  Money  Market Fund seek to
maintain a $1.00 share price,  although  there is no guarantee they will be able
to do so.  Shares of the funds are neither  insured nor  guaranteed  by the U.S.
government.

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: (1) buys only U.S. dollar-denominated obligations with
remaining  maturities  of 13  months or less (and  variable-  and  floating-rate
obligations with demand features that effectively shorten their maturities to 13
months or less); (2) maintains a dollar-weighted  average portfolio  maturity of
90 days or less; and (3) restricts its investments to  high-quality  obligations
determined  by  the  advisor  to  present  minimal  credit  risks,  pursuant  to
guidelines established by the Board of Trustees.

To be considered high-quality, an obligation must be one of the following: (1) a
U.S. government obligation; (2) rated (or issued by an issuer rated with respect
to a class of short-term  obligations)  within the two highest rating categories
for  short-term  debt   obligations  by  at  least  two  nationally   recognized
statistical rating organizations (rating agencies) (or one if only one has rated
the obligation); or (3) an unrated obligation judged by the advisor, pursuant to
guidelines established by the Board of Trustees, to be of comparable quality.

The  fund  managers  intend  to buy only  obligations  that  are  designated  as
first-tier  securities  as  defined  by the SEC;  that is,  securities  with the
highest rating.

The  acquisition  of  securities  that are  unrated  or rated by only one rating
agency must be approved or ratified by the Board of Trustees.


Non-Money Market Funds (except High-Yield Municipal)

Limited-Term Tax-Free,  Intermediate-Term Tax-Free,  Long-Term Tax-Free, Arizona
Intermediate-Term   Municipal  and  Florida  Intermediate-Term   Municipal  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 (1)
municipal  bonds  rated,  when  acquired,  within  the four  highest  categories
designated by a rating  agency;  (2) municipal  notes  (including  variable-rate
demand obligations) and tax-exempt commercial paper rated, when acquired, within
the two  highest  categories  designated  by a rating  agency;  and (3)  unrated
obligations judged by the advisor, under the direction of the Board of Trustees,
to be of comparable quality.


DETAILED INFORMATION ABOUT THE FUNDS

INVESTMENT STRATEGIES AND RISKS
This section  describes each of the investment  vehicles and strategies that the
fund  managers  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 Arizona Municipal Securities
As noted in the  Prospectus,  the Arizona  Intermediate-Term  Municipal  fund is
susceptible to political,  economic and regulatory events that affect issuers of
Arizona municipal obligations. These include possible adverse affects of Arizona
constitutional  amendments,  legislative  measures,  voter initiatives and other
matters described below.

The following  information  about risk factors is provided in view of the fund's
policy  of  concentrating  its  assets in  Arizona  municipal  securities.  This
information  is based on  certain  official  statements  of the state of Arizona
published  in  connection  with  the  issuance  of  specific  Arizona  municipal
securities  as  well as from  other  publicly  available  sources.  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.

Located in the country's sunbelt, Arizona has been, and is projected to continue
to be,  one of the faster  growing  areas in the  United  States.  Over the last
several  decades,  the state has outpaced  most other  regions of the country in
population and personal income growth, gross state product, and job creation.

Geographically, Arizona is the nation's sixth largest state in terms of area. It
is divided into three distinct topographic regions: the northern third, which is
high plateau  country  traversed by deep canyons,  such as Grand Canyon National
Park; central Arizona, which is rugged,  mountainous,  and heavily forested; and
the  southern  third,   which  encompasses   desert  areas  and  flat,   fertile
agricultural lands in valleys between mountains rich in mineral deposits.  These
topographic  areas  all  have  different  climates,   which  have  distinctively
influenced  development in each region.  Land ownership is vested largely in the
federal and state governments:  32% is owned by the federal  government,  28% is
held as Federal Trust Land  (Indian),  17% is in private  ownership,  and 13% is
held by the state, leaving approximately 10% held in other categories.

The Arizona economy continues to diversify away from its historical  reliance on
the mining  and  agricultural  employment  sectors.  Significant  job growth has
occurred in the areas of aerospace and high technology,  construction,  finance,
insurance,  and real estate.  Arizona's  economy has continued to grow in recent
years, as it is among the fastest growing states in the nation.

Under its  constitution,  the state of Arizona is not permitted to issue general
obligation  bonds  secured by the full  faith and credit of the state.  However,
certain  agencies and  instrumentalities  of the state are  authorized  to issue
bonds secured by revenues from specific  projects and activities,  and the state
and local governmental units may enter into lease  transactions.  The particular
source of payments and security for an Arizona municipal  obligation is detailed
in the instruments themselves and in related offering materials.

The state and local  governmental  units are subject to  limitations  imposed by
Arizona law with respect to ad valorem taxation, bonded indebtedness, the amount
of annual  increases in taxes, and other matters.  These  limitations may affect
the  ability  of  the  issuers  to  generate  revenues  to  satisfy  their  debt
obligations.  There are periodic  attempts in the form of voter  initiatives and
legislative  proposals to further limit the amount of annual  increases in taxes
that may be levied  without  voter  approval.  If such a proposal  were enacted,
there might be an adverse impact on state or local government financing.

Arizona is required by law to maintain a balanced budget. In the past, the state
has  used a  combination  of  spending  reductions  and tax  increases  to avoid
potential budgetary shortfalls and may be required to do so again in the future.


About the Risks Affecting Florida Municipal Securities
As noted in the  Prospectus,  the  Florida  Municipal  Money  Market and Florida
Intermediate-Term  Municipal  funds are  susceptible to political,  economic and
regulatory  events that affect issuers of Florida municipal  obligations.  These
include   possible  adverse  affects  of  Florida   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 Florida  municipal  securities.  This
information  is  based on  independent  municipal  credit  reports  relating  to
securities offerings of Florida issuers and other publicly available sources. 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
this information, it has no reason to believe the information is inaccurate.

Because the funds invest primarily in Florida municipal securities, they will be
affected by political and economic  conditions and developments within the state
of Florida. In general,  the credit quality and credit risk of any issuer's debt
depend on the state and local economy, the health of the issuer's finances,  the
amount of the  issuer's  debt,  the quality of  management,  and the strength of
legal  provisions in debt  documents  that protect debt holders.  Credit risk is
usually lower whenever the economy is strong, growing and diversified, financial
operations are sound, and the debt burden is reasonable.

The state of Florida's  economy is  characterized  by a large service sector,  a
dependence on the tourism and  construction  industries,  and a large retirement
population.  The management of rapid growth has been the major challenge  facing
state and local governments.  Florida's  population has grown rapidly and is now
the fourth  largest state;  this growth is expected to continue,  but at reduced
rates.  The retiree  component is expected to continue to be a major factor.  As
this growth continues, particularly within the retirement population, the demand
for both public and private services will increase, which may strain the service
sector's capacity and impede the state's budget balancing efforts.

In recent years, the Florida economy has been transforming from a narrow base of
agriculture  and  seasonal  tourism  into a  service  and  trade  economy,  with
substantial  insurance,  banking  and  export  participation  as well as greater
year-round  attraction.  The  outlook  for  the  Florida  economy  is  continued
expansion  fueled by  population  growth  but at a slower  rate than that of the
1980s.

Debt  levels  in the state of  Florida  are  moderate  to high,  reflecting  the
tremendous capital demands  associated with rapid population growth.  Florida is
unusual among states in that all general  obligation  full faith and credit debt
issues  of  municipalities  must be  approved  by  public  referendum  and  are,
therefore, relatively rare. Most debt instruments issued by local municipalities
and authorities have a narrower pledge of security,  such as a sales tax stream,
special  assessment  revenue,  user fees,  utility  taxes or fuel taxes.  Credit
quality of such debt instruments tends to be somewhat lower than that of general
obligation  debt.  The state of Florida  issues  general  obligation  debt for a
variety of purposes; however, the state constitution requires a specific revenue
stream to be pledged to state general obligation bonds as well.

The state of Florida  is heavily  dependent  upon  sales  tax,  which  makes the
state's  general fund  vulnerable  to recession  and  presents  difficulties  in
expanding  the tax base in an  economy  increasingly  geared to  services.  This
dependence  upon sales tax,  combined with economic  recession,  has resulted in
budgetary  shortfalls  in the past;  Florida has reacted to preserve an adequate
financial position primarily through  expenditure  reductions.  State officials,
however, still face tremendous capital and operating pressures due to the growth
that will continue to strain the state's narrow revenue base. Future budgets may
require a wider revenue base to meet such demands; the most likely candidate for
such  revenue  enhancement  is a tax on  consumer  services.  The  creation of a
Florida personal income tax is a remote possibility  because it would require an
amendment to the state's constitution. However, there can be no assurance that a
personal income tax will not be implemented in the future. If such a tax were to
be imposed,  there is no assurance  that  interest  earned on Florida  municipal
obligations would be exempt from this tax.


About the Risks Affecting Puerto Rico Municipal Securities
From time to time the funds invest in obligations of the  Commonwealth of Puerto
Rico and its public corporations which are exempt from federal,  state, and city
or local income taxes. The majority of the Commonwealth's  debt is issued by the
major public  agencies  that are  responsible  for many of the  island's  public
functions, such as water, wastewater,  highways,  telecommunications,  education
and public  construction.  As of December 31, 1996, public sector debt issued by
the Commonwealth and its public corporations totaled $18.4 billion.

Since the 1980s, Puerto Rico's economy and financial  operations have paralleled
the economic cycles of the United States. The island's economy, particularly the
manufacturing sector, has experienced  substantial gains in employment.  Much of
these  economic  gains are  attributable  in part to favorable  treatment  under
Section 936 of the federal  Internal  Revenue Code for U.S.  corporations  doing
business in Puerto  Rico.  The number of persons  employed in Puerto Rico during
fiscal  1994  averaged  one  million  persons -- a record  level.  Unemployment,
however, still remains high at 13.8 percent.

Debt  ratios  for  the   Commonwealth  are  high  as  it  assumes  much  of  the
responsibility for local  infrastructure.  Sizable  infrastructure  programs are
ongoing  to  upgrade  the  island's   water,   sewer  and  road   systems.   The
Commonwealth's  general  obligation  debt  is  secured  by a  first  lien on all
available revenues. The Commonwealth has maintained a fiscal policy, which seeks
to correlate the growth in public sector debt to the growth of the economic base
available  to  service  that debt.  Between  fiscal  years  1992 and 1996,  debt
increased 27.5% while gross product rose 27.7%. Short-term debt remains a modest
13% of total debt  outstanding  as of December 31, 1996. The maximum annual debt
service  requirement on  Commonwealth  general  obligation  debt totaled 8.7% of
governmental  revenues for fiscal 1997. This is well below the 15% limit imposed
by the Constitution of Puerto Rico.

After recording three years of positive operating results from 1989 to 1991, the
Commonwealth's  General Fund moved into a deficit  position,  with a $62 million
cash  deficit for fiscal 1992 and a $116 million  deficit for fiscal  1993.  The
fiscal  1994 budget was  balanced  with an  increase  in the  "tollgate"  tax on
Section 936  companies  and  improved  revenue  collections,  which  enabled the
Commonwealth  to record a strong  turnaround in the General Fund balance to $309
million (6.8% of General Fund expenses).  A General Fund  unreserved  balance of
$171 million was recorded for the end of fiscal year 1996.

The Commonwealth's economy remains vulnerable to changes in oil prices, American
trade,  foreign  policy  and  levels of federal  assistance.  Per-capita  income
levels,  while  being the  highest in the  Caribbean,  lag far behind the United
States.  In November 1993, the voters of Puerto Rico were asked in a non-binding
referendum to consider the options of statehood,  continued  Commonwealth status
or  independence.  Of the  48.4%  of the  voters  who  favored  continuation  of
Commonwealth status,  46.2% were for statehood,  and 4.4% were for independence.
In February 1997,  legislation was introduced in Congress  proposing a mechanism
to permanently settle the political relationship with the United States.

For many years, U.S. companies operating in Puerto Rico were eligible to receive
a special tax credit  available under Section 936 of the federal tax code, which
helped spur significant expansion in capital-intensive  manufacturing  activity.
Federal tax  legislation  was passed in 1993,  which  revised  the tax  benefits
received by U.S.  corporations  (Section 936 firms) that  operate  manufacturing
facilities  in Puerto  Rico.  The  legislation  provides  these  firms  with two
options:  a five-year  phased reduction of the income-based tax credit to 40% of
the  previously  allowable  credit or the  conversion to a wage-based  standard,
allowing  a tax  credit  for the first  60% of  qualified  compensation  paid to
employees as defined in the Internal  Revenue Code.  Studies indicate that there
have been no reductions in the economic  growth rate or employment in industries
that were expected to be impacted by the 1993  amendments.  In 1996,  amendments
were  signed  into law to phase out the tax  credit  over a 10-year  period  for
existing  claimants  and to eliminate it for  corporations  without  established
operations after October 1995. At present,  it is difficult to forecast what the
short- and long-term effects of a phase-out of the Section 936 credit would have
on the economy of Puerto Rico.

A final  risk  factor  with the  Commonwealth  is the large  amount of  unfunded
pension   liabilities.   The  two  main  public  pension   systems  are  largely
underfunded.  The employees'  retirement system has a funded ratio of 19% and an
unfunded liability of $5.0 billion. The teachers' retirement system has a funded
ratio of 56% and an unfunded liability of $1.1 billion. A measure enacted by the
legislature  in 1990 is  designed  to address  the  solvency of the plans over a
50-year period.


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 state  governments  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 (1) legal opinions  relating to the  tax-exempt  status of the
underlying  municipal bonds, (2) legal opinions relating to the tax ownership of
the underlying  bonds, and (3) 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 fund managers 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.


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:

o    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.

o    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 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, the non-money market funds 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 the non-money market funds 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 any 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 any money market funds.  To avoid  generating  dividend income subject to the
AMT, the non-money  market funds  (excluding  High-Yield  Municipal)  will limit
their  money  market  fund  investments  to Tax-Free  Money  Market.  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.


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.

Because 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 following 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.


Fundamental Investment Policies
The  funds  are  subject  to the  following  investment  restrictions  that  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.

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.











<TABLE>
Subject           Policy
- ----------------- -----------------------------------------------------------------------------------------------
<S>               <C>
Senior            A fund may not issue  senior  securities,  except as permitted
Securities        under the Investment Company Act.

Borrowing         A fund may not borrow money, except 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.


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                       Policy
- ----------------------------- -----------------------------------------------------------------------------------
Diversification               A fund may not purchase additional investment securities at any time during which
(Tax-Free Money Market,       outstanding borrowings exceed 5% of the total assets of the fund.
Limited-Term,
Intermediate-Term and
Long-Term Tax-Free)

Diversification               To meet federal tax requirements for qualification as a regulated investment
(Florida Municipal Money      company, each fund must limit its investments so that at the close of each
Market, Florida               quarter of its taxable year (1) no more than 25% of its total assets are invested
Intermediate-Term             in the securities of a single issuer (other than the U.S government or a
Municipal, Arizona            regulated investment company), and (2) with respect to at least 50% of its total
Intermediate-Term Municipal   assets, no more than 5% of its total assets are invested in the securities of a
and High-Yield Municipal)     single issuer.

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


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:  (1)
interest-bearing  bank accounts or certificates of deposit;  (2) U.S. government
securities  and  repurchase   agreements   collateralized  by  U.S.   government
securities; and (3) other 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 managers  carefully weigh 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  Prospectuses.  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.
Two-thirds of the trustees are independent of the funds' advisor,  that is, they
are not employed by and have no financial interest in the advisor.

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

<TABLE>
                            Position(s)
Name (Age)                  Held       Principal Occupation(s)
Address                     With Fund  During Past Five Years
- --------------------------- ---------- --------------------------------------------------------------------------
<S>                        <C>        <C>
Albert A. Eisenstat (69)    Trustee    Independent Director, Commercial Metals Co. (1982 to present)
1665 Charleston Road                   Independent Director, Sungard Data Systems (1991 to present)
Mountain View, CA  94043               General Partner, Discovery Ventures (venture capital firm, 1996 to 1998)
                                       Independent Director, Business Objects S/A (software & programming, 1994
                                       to present)

Ronald J. Gilson (52)       Trustee    Charles J. Meyers Professor of Law and Business, Stanford Law School
1665 Charleston Road                   (1979 to present)
Mountain View, CA  94043               Mark and Eva Stern Professor of Law and Business, Columbia University
                                       School of Law (1992 to present)
                                       Counsel, Marron, Reid & Sheehy (a San Francisco law firm, 1984 to
                                       present)

William M. Lyons* (43)      Trustee    President, Chief Operating Officer and Assistant Secretary, ACC
4500 Main Street                       Executive Vice President, Chief Operating Officer and Secretary, ACSC
Kansas City, MO 64111                  and ACIS

Myron S. Scholes (58)       Trustee    Limited Partner, Long-Term Capital Management (since February 1999)
1665 Charleston Road                   Principal, Long-Term Capital Management (investment advisor, 1993 to
Mountain View, CA  94043               January 1999)
                                       Frank E. Buck Professor of Finance, Stanford Graduate School of Business
                                       (1981 to present)
                                       Director, Dimensional Fund Advisors (investment advisor, since 1982)
                                       Director, Smith Breeden Family of Funds (1992 to present)

Kenneth E. Scott (70)       Trustee    Ralph M. Parsons Professor of Law and Business, Stanford Law School
1665 Charleston Road                   (1972 to present)
Mountain View, CA  94043               Director, RCM Capital Funds, Inc. (1994 to present)

Isaac Stein (52)            Trustee    Director, Raychem Corporation (electrical equipment, since 1993)
1665 Charleston Road                   President, Waverley Associates, Inc. (private investment firm, 1983 to
Mountain View, CA  94043               present)
                                       Director,         ALZA        Corporation
                                       (pharmaceuticals,    1987   to   present)
                                       Trustee,  Stanford  University  (1994  to
                                       present)   Chairman,    Stanford   Health
                                       Services (1994 to present)

James E. Stowers III* (40)  Trustee,   Chief Executive Officer and Director, ACC
4500 Main Street            Chairman   President, Chief Executive Officer and Director, ACSC and ACIS
Kansas City, MO 64111       of the     Son of James E. Stowers, Jr. (founder)
                            Board

Jeanne D. Wohlers (54)      Trustee    Director, Indus International (software solutions, January 1999 to
1665 Charleston Road                   present)
Mountain View, CA  94043               Director and Partner, Windy Hill Productions, LP (educational software,
                                       1994 to 1998)
                                       Director, Quintus Corporation (automation solutions, 1995 to present)
- --------------------------- ---------- --------------------------------------------------------------------------

Committees
The Board has four  committees  to  oversee  specific  functions  of the  funds'
operations.  Information about these committees  appears in the table below. The
trustee first named acts as chairman of the committee:

- ------------------ ------------------- --------------------------------------------------------------------------
Committee          Members             Function of Committee
- ------------------ ------------------- --------------------------------------------------------------------------
Audit              Jeanne D. Wohlers   The Audit Committee selects and oversees the activities of the Trust's
                   Albert A.           independent auditor. The committee receives reports from the advisor's
                   Eisenstat           Internal Audit Department, which is accountable solely to the committee.
                   Kenneth E. Scott    The committee also receives reporting about compliance matters affecting
                                       the Trust.

Nominating         Kenneth E. Scott    The Nominating Committee primarily considers and recommends individuals
                   Myron S. Scholes    for nomination as trustees. The names of potential trustee candidates
                   Albert A.           are drawn from a number of sources, including recommendations from
                   Eisenstat           members of the Board, management and shareholders. This committee also
                   Ronald J. Gilson    reviews and makes recommendations to the Board with respect to the
                   Isaac Stein         composition of Board committees and other Board-related matters,
                   Jeanne D. Wohlers   including its organization, size, composition, responsibilities,
                                       functions and compensation.

Portfolio          Myron S. Scholes    The Portfolio Committee reviews quarterly the investment activities and
                   Ronald J. Gilson    strategies used to manage fund assets. The committee regularly receives
                   Isaac Stein         reports from portfolio managers, credit analysts and other investment
                                       personnel concerning the funds' investments.

Quality of         William Lyons       The Quality of Service Committee reviews the level and quality of
Service            Ronald J. Gilson    transfer agent and administrative services provided to the funds and
                   Myron S. Scholes    their shareholders. It receives and reviews reports comparing those
                   Isaac Stein         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  American  Century  investment
companies other than American Century  Municipal Trust.  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 takes into account the number of meetings  attended 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 following table shows the aggregate  compensation  paid by the Trust for the
periods indicated and by the seven investment  companies served by this Board to
each  trustee  who is not an  interested  person as  defined  in the  Investment
Company Act.

 AGGREGATE TRUSTEE COMPENSATION FOR FISCAL YEAR ENDED MAY 31, 1999
- ---------------------------- ---------------------- ---------------------
                               Total Compensation
                                    from the
                              Total Compensation      American Century
Name of Trustee                      from            Family of Funds(2)
                                 the Funds(1)
- ---------------------------- ---------------------- ---------------------
Albert A. Eisenstat                 $13,571               $57,750
Ronald J. Gilson                    13,917                 66,500
Myron S. Scholes                    13,424                 55,250
Kenneth E. Scott                    13,905                 66,500
Isaac Stein                         13,695                 61,750
Jeanne D. Wohlers                   13,832                 64,750
- ---------------------------- ---------------------- ---------------------

1    Includes compensation paid to the trustees during the fiscal year ended May
     31,  1999,  and also  includes  amounts  deferred  at the  election  of the
     trustees under the American Century Mutual Funds Deferred Compensation Plan
     for  Non-Interested  Directors and  Trustees.  The total amount of deferred
     compensation  included in the preceding table is as follows: Mr. Eisenstat,
     $13,571; Mr. Gilson, $13,917; Mr. Scholes, $13,424, and Mr. Scott, $6,952.

2    Includes  compensation paid by the seven investment  company members of the
     American Century family of funds served by this Board.

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

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 funds have 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 funds. 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 May 31, 1999.


OFFICERS
Background  information  for the  officers of the funds is provided  below.  All
persons named as officers of the funds also serve in similar  capacities for the
12 other investment companies advised by ACIM. Not all officers of the funds are
listed;  only those  officers  with  policy-making  functions  for the funds are
listed.  No officer is  compensated  for his or her service as an officer of the
funds. The individuals  listed in the table 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; ACC; ACC's subsidiaries
(including ACIM and ACSC); or the funds'  distributor (FDI), as specified in the
following table.

<TABLE>
                            Positions
Name (Age)                  Held       Principal Occupation(s)
Address                     With Fund  During Past Five Years
- --------------------------- ---------- ---------------------------------------------------------------------------
<S>                         <C>        <C>
George A. Rio (44)          President  Executive Vice President and Director of Client Services, FDI (March 1998
60 State St.                           to present)
Boston, MA 02109                       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)

Christopher J. Kelley (34)  Vice       Vice President and Associate General Counsel, FDI (July 1996 to present)
60 State St.                President  Assistant Counsel, Forum Financial Group (April 1994 to July 1996)
Boston, MA 02109                       Compliance Officer, Putnam Investments (1992 to April 1994)

Mary A. Nelson (35)         Vice       Vice President and Manager of Treasury Services and Administration, FDI,
60 State St.                President  (1994 to present)
Boston, MA 02109                       Assistant Vice President and Client Manager, The Boston Company, Inc.
                                       (1989 to 1994)

Maryanne Roepke, CPA (43)   Vice       Senior Vice President, Treasurer and Principal Accounting Officer, ACSC
4500 Main St.               President
Kansas City, MO 64111       and
                            Treasurer

David C. Tucker (41)        Vice       Senior Vice President and General Counsel, ACSC and ACIM (June 1998 to
4500 Main St.               President  present)
Kansas City, MO 64111                  General Counsel, ACC (June 1998 to present)
                                       Consultant  to mutual fund  industry (May
                                       1997 to April  1998) Vice  President  and
                                       General Counsel, Janus Companies (1990 to
                                       1997)

Douglas A. Paul (52)        Secretary  Vice President and Associate General Counsel, ACSC
1665 Charleston Road        and Vice
Mountain View, CA  94043    President

C. Jean Wade (35)           Controller Controller--Fund Accounting, ACSC
4500 Main St.
Kansas City, MO 64111

Jon Zindel (32)             Tax        Vice President and Director of Taxation, ACSC (1996 to present
4500 Main St.               Officer    Tax Manager, Price Waterhouse LLP (1989-1996)
Kansas City, MO 64111


THE FUNDS' PRINCIPAL SHAREHOLDERS
As of August 31, 1999,  the following  companies  were the record owners of more
than 5% of a fund's outstanding shares:


Fund                                           Shareholder and Percentage of Shares Outstanding
- ---------------------------------------------- -------------------------------------------------------------------
Tax-Free Money Market                          James A. Benham
                                               Incline Village, NV -- _____%

Florida Municipal Money Market                 Morgan Guaranty
                                               New York, NY -- _____%
                                               Margaret A. Benham
                                               Astatula, FL -- _____%
                                               Benjamin Benham
                                               Chuluota, FL -- _____%

Limited-Term Tax-Free                          Charles Schwab & Company
                                               San Francisco, CA -- _____%

Intermediate-Term Tax-Free                     Charles Schwab & Company
                                               San Francisco, CA -- _____%

Long-Term Tax-Free                             Charles Schwab & Company
                                               San Francisco, CA -- _____%

High-Yield Municipal                           American Century Investment Management, Inc.
                                               Kansas City, MO -- _____%
                                               Todd Morgan
                                               Scottsdale, AZ -- _____%

Arizona Intermediate-Term Municipal            Charles Schwab & Company
                                               San Francisco, CA -- _____%

Florida Intermediate-Term Municipal            Charles Schwab & Company
                                               San Francisco, CA -- _____%
                                               American Century Investment Management, Inc.
                                               Kansas City, MO -- _____%
                                               Morgan Guaranty
                                               New York, NY -- _____%
</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 August 31,  1999,  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 the funds' day-to-day  activities,  the
funds have hired a number of service  providers.  Each  service  provider  has a
specific function to fill on behalf of the funds and is described below.

ACIM 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 voting stock.


INVESTMENT ADVISOR
A description of the  responsibilities  of the advisor appears in the Prospectus
under the heading "Management."

For the services provided to the funds, the advisor receives a monthly fee based
on a  percentage  of the average net assets of a 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 a fund to
the advisor.

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

INVESTMENT CATEGORY FEE SCHEDULE FOR TAX-FREE MONEY MARKET AND FLORIDA MUNICIPAL
MONEY MARKET

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

INVESTMENT  CATEGORY FEE SCHEDULE FOR LIMITED-TERM  TAX-FREE,  INTERMEDIATE-TERM
TAX-FREE,  LONG-TERM TAX-FREE, ARIZONA INTERMEDIATE-TERM  MUNICIPAL, AND FLORIDA
INTERMEDIATE-TERM MUNICIPAL

- --------------------------- -----------------------
Category Assets                    Fee Rate
- --------------------------- -----------------------
First $1 billion                   0.4100%
Next $1 billion                    0.2280%
Next $3 billion                    0.1980%
Next $5 billion                    0.1780%
Next $15 billion                   0.1650%
Next $25 billion                   0.1630%
Thereafter                         0.1625%
- --------------------------- -----------------------

INVESTMENT CATEGORY FEE SCHEDULE FOR HIGH-YIELD MUNICIPAL

- --------------------------- -----------------------
Category Assets                    Fee Rate
- --------------------------- -----------------------
First $1 billion                   0.4100%
Next $1 billion                    0.3580%
Next $3 billion                    0.3280%
Next $5 billion                    0.3080%
Next $15 billion                   0.2950%
Next $25 billion                   0.2930%
Thereafter                         0.2925%
- --------------------------- -----------------------

The Complex Fee is determined according to the schedule below.

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

On the first  business day of each month,  the funds pay a management fee to the
advisor for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the fund by the
aggregate average daily closing value of a fund's net assets during the previous
month.  This number is then multiplied 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 their  shareholders  for anything other than willful  misfeasance,  bad
faith, gross negligence or reckless disregard of its obligations and duties. The
management  agreement also provides that the advisor and its officers,  trustees
and  employees  may engage in other  business,  devote time and attention to any
other business whether of a similar or dissimilar nature, and render services to
others.

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

The advisor may  aggregate  purchase and sale orders of the funds with  purchase
and sale  orders  of its  other  clients  when the  advisor  believes  that such
aggregation provides the best execution for the funds. The 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.

Unified  management  fees incurred by each fund for the fiscal periods ended May
31, 1999,  1998, and October 31, 1997, 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.

<TABLE>
UNIFIED MANAGEMENT FEES(1)
- ---------------------------------------------- --------------------- ------------------------- ----------------------
<S>                                                    <C>                     <C>                     <C>
Fund                                                   1999                    1998                    1997
- ---------------------------------------------- --------------------- ------------------------- ----------------------
Tax-Free Money Market                                    Data not            $1,201,502                  $341,854
Florida Municipal Money Market                                Yet               564,438                         0
Limited-Term Tax-Free                                   Available               112,235                   259,501
Intermediate-Term Tax-Free                                                      402,534                   489,817
Long-Term Tax-Free                                                              332,031                   378,372
High-Yield Municipal                                                                  0                       N/A
Arizona Intermediate-Term Municipal                                             179,507                    81,705
Florida Intermediate-Term Municipal                                             120,693                    23,601
- ---------------------------------------------- --------------------- ------------------------- ----------------------
</TABLE>
1    Net of Reimbursements

Other Advisory Relationships
In addition  to managing  the funds,  the advisor  also serves as an  investment
advisor  to  seven  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 Government Income Trust
American Century Investment Trust
American Century Target Maturities Trust
American Century Quantitative Equity Funds
American Century International Bond Funds
American Century California Tax-Free and Municipal Funds

TRANSFER AGENT AND ADMINISTRATOR
American Century Services  Corporation,  4500 Main Street, Kansas City, Missouri
64111,  serves 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
ACSC 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
periods  ended May 31, 1998 and October 31,  1997,  are  indicated  in the table
below. Fee amounts are net of expense limitations.

<TABLE>
ADMINISTRATIVE FEES
<S>                                                                 <C>                <C>
Fund                                                                1998               1997
- ------------------------------------------------------------- ------------------ -----------------
Tax-Free Money Market                                                   $13,717           $84,467
Florida Municipal Money Market                                           15,789                 0
Limitred-Term Tax-Free                                                      N/A               N/A
Intermediate-Term Tax-Free                                                  N/A               N/A
Long-Term Tax-Free                                                          N/A               N/A
High-Yield Municipal                                                        N/A               N/A
Arizona Intermediate-Term Municipal                                       4,889            26,168
Florida Intermediate-Term Municipal                                       3,851            10,678

  TRANSFER AGENT FEES
Fund                                                                1998               1997
- ------------------------------------------------------------- ------------------ -----------------
Tax-Free Money Market                                                    $9,971           $61,414
Florida Municipal Money Market                                            6,746                 0
Limited-Term Tax-Free                                                       N/A               N/A
Intermediate-Term Tax-Free                                                  N/A               N/A
Long-Term Tax-Free                                                          N/A               N/A
High-Yield Municipal                                                        N/A               N/A
Arizona Intermediate-Term Municipal                                       3,255            19,990
Florida Intermediate-Term Municipal                                       1,484            10,178
- ------------------------------------------------------------- ------------------ -----------------
</TABLE>

DISTRIBUTOR
The  funds'  shares are  distributed  by FDI, 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.


OTHER SERVICE PROVIDERS

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


INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers  LLP are the  independent  accountants of the funds.  The
address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th floor, Kansas City,
Missouri    64105.    As   the    independent    accountants   of   the   funds,
PricewaterhouseCoopers  provides  services  including  (1)  audit of the  annual
financial   statements  for  each  fund,  (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 a 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 statistical and other
information and services,  including research,  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
Each of the funds named on the front of this Statement of Additional Information
is a series of shares  issued by the  Trust,  and shares of each fund have equal
voting 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 undertakes  dollar-based voting, meaning that the number of
votes a  shareholder  is  entitled  to is based  upon the  dollar  amount of the
shareholder's  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
Your Guide to American  Century  Services.  The guide is  available to investors
without charge and may be obtained by calling us.


VALUATION OF A FUND'S 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 4 p.m.
Eastern time each day the Exchange is open for business.  The Exchange typically
observes the  following  holidays:  New Year's Day,  Martin Luther King Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.  Although the funds expect the same holidays
to be observed in the future,  the Exchange  may modify its holiday  schedule at
any time.

Each fund's NAV 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 fund
managers,   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 funds' portfolio holdings at such intervals as are reasonable in light of
current market conditions to determine whether the money market funds' net asset
values  calculated  by  using  available  market  quotations  deviate  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.

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

Debt  securities  maturing within 60 days of the valuation date may be valued at
cost,  plus or minus any  amortized  discount or premium,  unless the  directors
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 state  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.

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.


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.

The funds 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.

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."

The Trust will inform fund shareholders  annually of the amount of distributions
derived from interest payments on private activity bonds.





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.

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  funds  may also  quote  tax-equivalent  yields.  Arizona  Intermediate-Term
Municipal's 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 Arizona (which may not always be the case) and that
your Arizona taxes are fully deductible for federal income tax purposes, you can
calculate your tax equivalent yield for the fund using the equation below.

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


The Florida funds'  tax-equivalent yield is based on each fund's tax-free yield,
your federal income tax bracket, and the Florida Intangibles Tax applicable to a
taxable investment. The formula is:

 Fund's Tax-Free Yield    + Florida Intangibles Tax Rate  =  Your Tax-Equivalent
- ------------------------                                            Yield
100% - Federal Tax Rate


Tax-equivalent  yields  for  Tax-Free  Money  Market,   Limited-Term   Tax-Free,
Intermediate-Term  Tax-Free,  Long-Term  Tax-Free and  High-Yield  Municipal are
calculated using the following equation:

        Fund's Tax-Free Yield              =   Your Tax-Equivalent Yield
- ---------------------------------------
       100% - Federal Tax 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.

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,  including  periods  other  than one,  five and 10 years.
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.

MONEY MARKET FUND YIELDS
(seven-day period ended May 31, 1999)
- -------------------------------- ---------- ----------
                                 7-Day      Effective
                                 Yield      Yield
- -------------------------------- ---------- ----------
- -------------------------------- ---------- ----------
Tax-Free Money Market            3.03%      3.08%
Florida Municipal Money Market   2.92%      2.96%
- -------------------------------- ---------- ----------

NON-MONEY MARKET FUND YIELDS
(30-day period ended May 31, 1999)
- ---------------------------------------- -------------
Fund                                     30-Day Yield
- ---------------------------------------- -------------
- ---------------------------------------- -------------
Limited-Term Tax-Free                    3.86%
Intermediate-Term Tax-Free               4.56%
Long-Term Tax-Free                       4.93%
High-Yield Municipal                     5.28%
Arizona Intermediate-Term Municipal      4.36%
- ---------------------------------------- -------------
Florida Interdiate-Term Municipal        4.19%
- ---------------------------------------- -------------

<TABLE>
MONEY MARKET FUND TAX-EQUIVALENT YIELDS
(seven-day period ended May 31, 1999)
- -------------------------------- ---------- -------------- -------------- -------------- --------------
<S>                              <C>        <C>            <C>            <C>            <C>
                                 7-Day      Tax-Equivalent Tax-Equivalent Tax-Equivalent Tax-Equivalent
                                 Yield      Yield          Yield          Yield          Yield
                                            28% Tax        31% Tax        36% Tax        39.6% Tax
                                            Bracket        Bracket        Bracket        Bracket
- -------------------------------- ---------- -------------- -------------- -------------- --------------
- -------------------------------- ---------- -------------- -------------- -------------- --------------
Tax-Free Money Market            3.03%      4.21%          4.39%          4.73%          5.02%
Florida Municipal Money Market   2.92%      4.06%          4.23%          4.56%          4.83%
- -------------------------------- ---------- -------------- -------------- -------------- --------------

NON-MONEY MARKET FUND TAX-EQUIVALENT YIELDS
(30-day period ended May 31, 1999)
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------
Fund                                     30-Day SEC    Tax-Equivalent Tax-Equivalent Tax-Equivalent Tax-Equivalent
                                         Yield         Yield          Yield          Yield          Yield
                                                       28% Tax        31% Tax        36% Tax        39.6% Tax
                                                       Bracket        Bracket        Bracket        Bracket
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------
Limited-Term Tax-Free                    3.42%         4.75%          4.96%          5.34%          5/66%
Intermediate-Term Tax-Free               3.91%         5.43%          5.67%          6.11%          6.47%
Long-Term Tax-Free                       4.37%         6.07%          6.33%          6.83%          7.24%
High-Yield Municipal                     5.31%         7.38%          7.70%          8.30%          8.79%
Arizona Intermediate-Term Municipal      3.87%         5.61%          5.85%          5.92%          6.38%
Florida Interdiate-Term Municipal        3.95%         5.49%          5.72%          6.17%          6.54%
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED MAY 31
- ------------------------------------- ---------- --------- --------- ------------- -------------
Fund                                  1 year     5 years   10 years  Life of Fund  Inception
                                                                                   Date
- ------------------------------------- ---------- --------- --------- ------------- -------------
Tax-Free Money Market                 3.10%      3.18%     3.42%     3.93%         7/31/84
Florida Municipal Money Market        2.92%      3.47%     N/A       3.45%         4/11/94
Limited-Term Tax-Free                 4.15%      4.75%     N/A       4.44%         3/1/93
Intermediate-Term Tax-Free            4.07%      5.82%     6.35%     5.87%         3/2/87
Long-Term Tax-Free                    3.44%      6.79%     7.14%     6.95%         3/2/87
High-Yield Municipal                  6.18%      N/A       N/A       6.90%         3/31/98
Arizona Intermediate-Term Municipal   4.51%      5.92%     N/A       6.17%         4/11/94
Florida Interdiate-Term Municipal     4.71%      6.23%     N/A       6.42%         4/11/94
- ------------------------------------- ---------- --------- --------- ------------- -------------
</TABLE>

PERFORMANCE COMPARISONS
The funds'  performance  may be compared  with the  performance  of other mutual
funds  tracked by mutual  fund rating  services or with other  indices 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,  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  indices of stock  market  performance;  and  indices 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  or to provide
general information about the funds.


PERMISSIBLE ADVERTISING INFORMATION
From  time to  time,  the  funds  may,  in  addition  to any  other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost  averaging);  (2)  discussions  of general  economic
trends;  (3)  presentations of statistical data to supplement such  discussions;
(4)  descriptions of past or anticipated  portfolio  holdings for one or more of
the funds;  (5)  descriptions  of investment  strategies  for one or more of the
funds;  (6)  descriptions  or  comparisons  of various  savings  and  investment
products  (including,  but  not  limited  to,  qualified  retirement  plans  and
individual  stocks and  bonds),  which may or may not  include  the  funds;  (7)
comparisons of investment products (including the funds) with relevant market or
industry  indices  or other  appropriate  benchmarks;  (8)  discussions  of fund
rankings or ratings by recognized  rating  organizations;  and (9)  testimonials
describing  the  experience  of persons that have invested in one or more of the
funds. The funds also may include calculations, such as hypothetical compounding
examples,  which describe  hypothetical  investment  results.  Such  performance
examples will be based on an express set of  assumptions  and are not indicative
of the performance of any of the funds.


FINANCIAL STATEMENTS
The  financial  statements  of the funds are  included in the annual  reports to
shareholders  for the fiscal  year ended May 31,  1999.  The annual  reports are
incorporated herein by reference.  You may receive copies of the reports without
charge upon  request to American  Century at the  address and  telephone  number
shown on the back cover of this Statement of Additional Information.


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


<TABLE>
BOND RATINGS
- ---------- -------- -----------------------------------------------------------------------------------------------------
<S>        <C>      <C>
   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.


COMMERCIAL PAPER RATINGS
- ---------- -------- -----------------------------------------------------------------------------------------------------
   S&P     Moody's  Description
- ---------- -------- -----------------------------------------------------------------------------------------------------
   A-1     Prime-1  This indicates that the degree of safety regarding timely payment is strong. Standard & Poor's
            (P-1)   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 of safety
            (P-2)   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 more
            (P-3)   vulnerable to the adverse changes in circumstances than obligations carrying the higher
                    designations.
- ---------- -------- -----------------------------------------------------------------------------------------------------

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







MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS
These  contain  more  information  about the funds'  investments  and the market
conditions  and investment  strategies  that  significantly  affected the funds'
performance  during the most recent  fiscal  period.  The annual and  semiannual
reports  are  incorporated  by  reference  into  this  Statement  of  Additional
Information (SAI). This means that it is legally part of this SAI.

You can receive a free copy of the annual and  semiannual  reports,  and ask any
questions  about  the  funds,  by  contacting  us at the  address  or one of the
telephone numbers listed below.


If you own or are considering purchasing fund shares through

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

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

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

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

o    On the internet
     www.sec.gov

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


(Investment Company Act File No. 811-4025)

- -------------------------------------- -----------------------------------------
American Century Investments           Fax
P.O. Box 419200                        816-340-7962
Kansas City, Missouri  64141-6200
                                       Telecommunications Device for Deaf
Investor Relations                     1-800-634-4113 or 816-444-3485
1-800-345-2021 or 816-531-5575
                                       Business, Not-For-Profit and
Automated Information Line             Employer-Sponsored Retirement Plans
1-800-345-8765                         1-800-345-3533

www.americancentury.com
- -------------------------------------- -----------------------------------------
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
SEPTEMBER 7, 1999

AMERICAN CENTURY
MUNICIPAL TRUST



This  Statement of Additional  Information  adds to the discussion in the funds'
Prospectuses,  dated August 31, 1999, but is not a prospectus.  The Statement of
Additional  Information  should be read in  conjunction  with the funds' current
Prospectuses. If you would like a copy of a Prospectus, please contact us at the
address  or  telephone  numbers  listed  on the back  cover  or  visit  American
Century's Web site at www.americancentury.com.

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





TAX-FREE MONEY MARKET FUND
FLORIDA MUNICIPAL MONEY MARKET FUND
NEW YORK MUNICIPAL MONEY MARKET FUND
LIMITED-TERM TAX-FREE FUND
INTERMEDIATE-TERM TAX-FREE FUND
LONG-TERM TAX-FREE FUND
HIGH-YIELD MUNICIPAL FUND
ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND
FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND


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

Distributed by Funds Distributor, Inc.





TABLE OF CONTENTS
================================================================================

THE FUNDS'HISTORY..............................................................1

FUND INVESTMENT GUIDELINES.....................................................1
   Florida Municipal Money Market Fund and
     Florida Intermediate-Term Municipal Fund...................................
   Arizona Intermediate-Term Municipal Fund.....................................
   Tax-Free Money Market Fund, Limited-Term Tax-Free Fund,
     Intermediate-Term Tax-Free Fund and Long-Term Tax
   Free Fund....................................................................
   High-Yield Municipal Fund....................................................
   Credit Quality and Maturity Guidelines.....................................14

DETAILED INFORMATION ABOUT THE FUNDS............................................
   Investment Strategies and Risks..............................................
   Investment Policies........................................................14
   Temporary Defensive Measures...............................................16
   Portfolio Turnover.........................................................16

MANAGEMENT....................................................................16
   The Board of Trustees......................................................16
   Officers...................................................................18

THE FUNDS'PRINCIPAL SHAREHOLDERS..............................................19

SERVICE PROVIDERS.............................................................20
   Investment Advisor.........................................................20
   Transfer Agent and Administrator...........................................22
   Distributor................................................................22

OTHER SERVICE PROVIDERS.......................................................23
   Custodian Banks............................................................22
   Independent Accountants....................................................22

BROKERAGE ALLOCATION..........................................................23

INFORMATION ABOUT FUND SHARES.................................................24
   Buying and Selling Fund Shares.............................................XX
   Valuation of Portfolio Securities..........................................XX
      Money Market Funds......................................................24
      Non-Money Market Funds..................................................25

TAXES.........................................................................25
   Federal Income Tax.........................................................XX

HOW FUND PERFORMANCE INFORMATION IS CALCULATED................................25

FINANCIAL STATEMENTS..........................................................29
EXPLANATION OF FIXED-INCOME SECURITIES RATINGS................................XX








THE FUNDS' HISTORY
American Century Municipal Trust is a registered open-end management  investment
company that was  organized as a  Massachusetts  business  trust on May 1, 1984.
From then until  January 1997,  it was known as Benham  Municipal  Income Trust.
Throughout this Statement of Additional Information we refer to American Century
Municipal Trust as the Trust.

Each fund  described in this  Statement of Additional  Information is a separate
series of the Trust and operates for many purposes as if it were an  independent
company. Each fund has its own investment objective,  strategy, management team,
assets, tax identification and stock registration number.

Fund                                                Ticker Symbol   Inception
                                                                    Date
- --------------------------------------------------- --------------- -----------
New York Municipal Money Market
Tax-Free Money Market                               BNTXX           7/31/84
Florida Municipal Money Market                      BEFXX           4/11/94
Limited-Term Tax-Free                               TWTSX           3/1/93
Intermediate-Term Tax-Free                          TWT1X           3/2/87
Long-Term Tax-Free                                  TWTLX           3/2/87
High-Yield Municipal                                ABHY2           3/31/98
Arizona Intermediate-Term Municipal                 BEAMX           4/11/94
Florida Intermediate-Term Municipal                 ACBFX           4/11/94
- --------------------------------------------------- --------------- -----------

FUND INVESTMENT GUIDELINES
This section  explains the extent to which the funds' advisor,  American Century
Investment  Management,  Inc. 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  XX.  In the  case  of the  funds'  principal  investment
strategies,  these  descriptions  elaborate  upon  discussion  contained  in the
Prospectuses.

Each fund (except High-Yield Municipal, New York Municipal Money Market, Florida
Municipal  Money  Market,  Florida   Intermediate-Term   Municipal  and  Arizona
Intermediate-Term  Municipal) is a diversified  open-end  investment  company as
defined in the  Investment  Company Act of 1940 (the  Investment  Company  Act).
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.

Tax-Free Money Market and Florida  Municipal Money Market each operate  pursuant
to Rule 2a-7 under the  Investment  Company Act. That rule permits the valuation
of portfolio  securities  on the basis of amortized  cost.  To rely on the rule,
each fund must be diversified  with regard to 100% of its assets other than U.S.
government  securities.  This  operating  policy  is more  restrictive  than the
Investment  Company Act, which requires a diversified  investment  company to be
diversified with regard to only 75% of its assets.

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.

In  general,   within  the   restrictions   outlined  here  and  in  the  funds'
Prospectuses,  the fund  managers have broad powers to decide how to invest fund
assets, including the power to hold them uninvested.

So long as a sufficient  number of  acceptable  securities  are  available,  the
managers intend to keep the funds fully  invested.  However,  under  exceptional
conditions, the funds may assume a defensive position, temporarily investing all
or a substantial portion of their assets in cash or short-term securities.


FLORIDA MUNICIPAL MONEY MARKET FUND
FLORIDA INTERMEDIATE-TERM MUNICIPAL FUND
The Florida Municipal Money Market Fund and Florida Intermediate-Term  Municipal
Fund  seek to obtain  as high a level of  current  income  exempt  from  regular
federal  income tax as is  consistent  with prudent  investment  management  and
conservation of shareholders' capital. In addition,  fund shares are intended to
be exempt from the Florida Intangibles Tax.

The funds are designed for individuals in upper tax brackets seeking income free
from regular  federal  income tax,  although the funds may generate some taxable
income.  The funds also provide an investment that is intended to be exempt from
the Florida  Intangibles Tax. Because of this emphasis on tax-exempt income, the
funds by themselves do not constitute a balanced investment plan.

Each fund intends to remain fully invested in municipal obligations (obligations
issued by or on behalf of a state,  its political  subdivisions,  agencies,  and
instrumentalities).  As a fundamental policy, each fund will invest at least 80%
of its net assets in obligations  with interest  exempt from the regular federal
income  tax.  The  funds  are not  limited,  however,  in their  investments  in
securities that are subject to the Federal Alternative Minimum Tax (AMT).

In  addition,  each fund will  invest at least 65% of its net  assets in Florida
municipal  obligations  (obligations  issued  by or on behalf  of  Florida,  its
political subdivisions,  agencies and instrumentalities,  or U.S. possessions or
territories  such as Puerto  Rico).  The remaining 35% of each fund's net assets
may be invested in (1)  obligations  issued by other states and their  political
subdivisions and (2) U.S. government securities.

Each fund is authorized under normal conditions to invest as much as 100% of its
net assets in municipal  obligations  for which the interest is a tax preference
item for purposes of the AMT. If you are or become subject to the AMT, a portion
of your income distributions that are exempt from the regular federal income tax
may not be exempt  from the AMT.  Interest  from AMT bonds is  considered  to be
exempt from federal income tax purposes of the 80% policy noted above.

A fund may need to sell certain  investments  near the end of each calendar year
so that on January 1 of each year,  its portfolio  consists only of  investments
that are exempt from the  Florida  Intangibles  Tax.  As a result,  a fund could
incur additional costs or taxable income or gains.


NEW YORK MUNICIPAL MONEY MARKET FUND
New York  Municipal  Money  Market  is  designed  for  individuals  in upper tax
brackets  seeking  income  free from New York state and regular  federal  income
taxes,  although  New York  Municipal  Money  Market may  generate  some taxable
income.  Because of this emphasis on tax-exempt income, New York Municipal Money
Market does not constitute a balanced investment.

New York  Municipal  Money Market  intends to remain fully invested in municipal
obligations  (obligations  issued  by or on  behalf  of a state,  its  political
subdivisions, agencies and instrumentalities). As a fundamental policy, New York
Municipal Money Market will invest at least 80% of its net assets in obligations
with interest  exempt from the regular  federal  income tax. New York  Municipal
Money Market is not limited,  however, in its investments in securities that are
subject to the federal AMT.

In addition, New York Municipal Money Market will invest at least 65% of its net
assets in New York municipal obligations  (obligations issued by or on behalf of
the   state   of  New   York,   its   political   subdivisions,   agencies   and
instrumentalities  or U.S.  possessions or territories such as Puerto Rico). The
remaining  35% of its net assets may be  invested in (1)  obligations  issued by
other  states  and  their  political   subdivisions  and  (2)  U.S.   government
securities.

New York Municipal Money Market is authorized under normal  conditions to invest
as much as  100% of its net  assets  in  municipal  obligations  for  which  the
interest is a tax preference  item for purposes of the AMT. If you are or become
subject to the AMT, a portion of your income  distributions that are exempt from
the regular federal income tax may not be exempt from the AMT. Interest from AMT
bonds is considered to be exempt from federal income tax for purposes of the 80%
policy noted above.

Because New York Municipal Money Market invests  primarily in New York municipal
securities,  political  and economic  developments  within the state of New York
affect the fund's  yield.  The  following  summary is derived  from  independent
municipal credit reports but has not been independently  verified by the manager
and  does  not  purport  to be a  complete  description  of the  conditions  and
developments in New York that may affect New York Municipal Money Market.


ARIZONA INTERMEDIATE-TERM MUNICIPAL FUND
Arizona  Intermediate-Term  Municipal seeks to obtain as high a level of current
income exempt from Arizona and regular  federal income tax as is consistent with
prudent investment management and conservation of shareholders' capital.

Arizona  Intermediate-Term  Municipal is designed for  individuals  in upper tax
brackets  seeking  income free from  Arizona  state and regular  federal  income
taxes,  although the fund may  generate  some  taxable  income.  Because of this
emphasis  on  tax-exempt  income,  the  fund  does  not  constitute  a  balanced
investment.

The fund intends to remain fully invested in municipal obligations  (obligations
issued by or on behalf of a state,  its political  subdivisions,  agencies,  and
instrumentalities).  As a fundamental  policy, the fund will invest at least 80%
of its net assets in obligations  with interest  exempt from the regular federal
income tax. The fund is not limited,  however,  in its investments in securities
that are subject to the AMT.

In addition, Arizona Intermediate-Term Municipal will invest at least 65% of its
net assets in Arizona municipal obligations  (obligations issued by or on behalf
of Arizona; its political subdivisions, agencies and instrumentalities;  or U.S.
possessions  or territories  such as Puerto Rico).  The remaining 35% of its net
assets  may be  invested  in (1)  obligations  issued by other  states and their
political subdivisions and (2) U.S. government securities.

The fund is authorized under normal  conditions to invest as much as 100% of its
net assets in municipal  obligations  for which the interest is a tax preference
item for purposes of the AMT. If you are or become subject to the AMT, a portion
of your income distributions that are exempt from the regular federal income tax
may not be exempt  from the AMT.  Interest  from AMT bonds is  considered  to be
exempt from federal income tax for purposes of the 80% policy noted above.


TAX-FREE  MONEY  MARKET  FUND,  LIMITED-TERM  TAX-FREE  FUND,  INTERMEDIATE-TERM
TAX-FREE FUND, LONG-TERM TAX-FREE FUND
Tax-Free  Money  Market  Fund,  Limited-Term  Tax-Free  Fund,  Intermediate-Term
Tax-Free  Fund,  and  Long-Term  Tax-Free  Fund seek as high a level of  current
income  exempt from regular  federal  income tax as is  consistent  with prudent
investment management and conservation of shareholders' capital.

Each fund intends to remain fully  invested in municipal  obligations,  although
for  temporary  defensive  purposes,  each may invest a portion of its assets in
U.S. government  securities,  the interest income on which is subject to federal
income tax.  The  municipal  obligations  in which the funds may invest  include
securities  issued by U.S.  territories  or  possessions,  such as Puerto  Rico,
provided that the interest on these  securities  is exempt from regular  federal
income tax.

The funds may invest up to 20% of their total  assets in  municipal  obligations
for which the interest is a tax preference item for purposes of the AMT.


HIGH-YIELD MUNICIPAL FUND
High-Yield  Municipal  Fund seeks to provide  high  current  income  exempt from
federal income tax as is consistent with its investment  policies,  which permit
investment in lower-rated and unrated securities.  As a secondary objective, the
fund seeks capital appreciation.

The fund intends to remain fully invested in municipal obligations  (obligations
issued by or on behalf of a state or its  political  subdivisions,  agencies and
instrumentalities).  The fund  also may  invest  in  securities  issued  by U.S.
territories or possessions,  such as Puerto Rico,  provided that the interest on
these  securities  is exempt from regular  federal  income tax. As a fundamental
policy,  the fund will invest at least 80% of its net assets in obligations with
interest  exempt  from  regular  federal  income tax.  The fund is not  limited,
however, in its investments in securities that are subject to the AMT.

The fund is authorized,  under normal  conditions,  to invest as much as 100% of
its net  assets  in  municipal  obligations  for  which  the  interest  is a tax
preference  item for  purposes of the AMT.  If you are or become  subject to the
AMT, a portion of your income distributions that are exempt from regular federal
income tax may not be exempt from the AMT.

The fund intends to remain fully invested in municipal obligations, although for
temporary  defensive  purposes,  it may  invest a portion  of its assets in U.S.
government securities, the interest income on which is subject to federal income
tax.


CREDIT QUALITY AND MATURITY GUIDELINES

The Money Market Funds


Tax-Free  Money  Market Fund and  Florida  Municipal  Money  Market Fund seek to
maintain a $1.00 share price,  although  there is no guarantee they will be able
to do so.  Shares of the funds are neither  insured nor  guaranteed  by the U.S.
government.

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: (1) buys only U.S. dollar-denominated obligations with
remaining  maturities  of 13  months or less (and  variable-  and  floating-rate
obligations with demand features that effectively shorten their maturities to 13
months or less); (2) maintains a dollar-weighted  average portfolio  maturity of
90 days or less; and (3) restricts its investments to  high-quality  obligations
determined  by  the  advisor  to  present  minimal  credit  risks,  pursuant  to
guidelines established by the Board of Trustees.

To be considered high-quality, an obligation must be one of the following: (1) a
U.S. government obligation; (2) rated (or issued by an issuer rated with respect
to a class of short-term  obligations)  within the two highest rating categories
for  short-term  debt   obligations  by  at  least  two  nationally   recognized
statistical rating organizations (rating agencies) (or one if only one has rated
the obligation); or (3) an unrated obligation judged by the advisor, pursuant to
guidelines established by the Board of Trustees, to be of comparable quality.

The  fund  managers  intend  to buy only  obligations  that  are  designated  as
first-tier  securities  as  defined  by the SEC;  that is,  securities  with the
highest rating.

The  acquisition  of  securities  that are  unrated  or rated by only one rating
agency must be approved or ratified by the Board of Trustees.


Non-Money Market Funds (except High-Yield Municipal)
Limited-Term Tax-Free,  Intermediate-Term Tax-Free,  Long-Term Tax-Free, Arizona
Intermediate-Term   Municipal  and  Florida  Intermediate-Term   Municipal  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 (1)
municipal  bonds  rated,  when  acquired,  within  the four  highest  categories
designated by a rating  agency;  (2) municipal  notes  (including  variable-rate
demand obligations) and tax-exempt commercial paper rated, when acquired, within
the two  highest  categories  designated  by a rating  agency;  and (3)  unrated
obligations judged by the advisor, under the direction of the Board of Trustees,
to be of comparable quality.


DETAILED INFORMATION ABOUT THE FUNDS

INVESTMENT STRATEGIES AND RISKS
This section  describes each of the investment  vehicles and strategies that the
fund  managers  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 Arizona Municipal Securities
As noted in the  Prospectus,  the Arizona  Intermediate-Term  Municipal  fund is
susceptible to political,  economic and regulatory events that affect issuers of
Arizona municipal obligations. These include possible adverse affects of Arizona
constitutional  amendments,  legislative  measures,  voter initiatives and other
matters described below.

The following  information  about risk factors is provided in view of the fund's
policy  of  concentrating  its  assets in  Arizona  municipal  securities.  This
information  is based on  certain  official  statements  of the state of Arizona
published  in  connection  with  the  issuance  of  specific  Arizona  municipal
securities  as  well as from  other  publicly  available  sources.  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.

Located in the country's sunbelt, Arizona has been, and is projected to continue
to be,  one of the faster  growing  areas in the  United  States.  Over the last
several  decades,  the state has outpaced  most other  regions of the country in
population and personal income growth, gross state product, and job creation.

Geographically, Arizona is the nation's sixth largest state in terms of area. It
is divided into three distinct topographic regions: the northern third, which is
high plateau  country  traversed by deep canyons,  such as Grand Canyon National
Park; central Arizona, which is rugged,  mountainous,  and heavily forested; and
the  southern  third,   which  encompasses   desert  areas  and  flat,   fertile
agricultural lands in valleys between mountains rich in mineral deposits.  These
topographic  areas  all  have  different  climates,   which  have  distinctively
influenced  development in each region.  Land ownership is vested largely in the
federal and state governments:  32% is owned by the federal  government,  28% is
held as Federal Trust Land  (Indian),  17% is in private  ownership,  and 13% is
held by the state, leaving approximately 10% held in other categories.

The Arizona economy continues to diversify away from its historical  reliance on
the mining  and  agricultural  employment  sectors.  Significant  job growth has
occurred in the areas of aerospace and high technology,  construction,  finance,
insurance,  and real estate.  Arizona's  economy has continued to grow in recent
years, as it is among the fastest growing states in the nation.

Under its  constitution,  the state of Arizona is not permitted to issue general
obligation  bonds  secured by the full  faith and credit of the state.  However,
certain  agencies and  instrumentalities  of the state are  authorized  to issue
bonds secured by revenues from specific  projects and activities,  and the state
and local governmental units may enter into lease  transactions.  The particular
source of payments and security for an Arizona municipal  obligation is detailed
in the instruments themselves and in related offering materials.

The state and local  governmental  units are subject to  limitations  imposed by
Arizona law with respect to ad valorem taxation, bonded indebtedness, the amount
of annual  increases in taxes, and other matters.  These  limitations may affect
the  ability  of  the  issuers  to  generate  revenues  to  satisfy  their  debt
obligations.  There are periodic  attempts in the form of voter  initiatives and
legislative  proposals to further limit the amount of annual  increases in taxes
that may be levied  without  voter  approval.  If such a proposal  were enacted,
there might be an adverse impact on state or local government financing.

Arizona is required by law to maintain a balanced budget. In the past, the state
has  used a  combination  of  spending  reductions  and tax  increases  to avoid
potential budgetary shortfalls and may be required to do so again in the future.


About the Risks Affecting Florida Municipal Securities
As noted in the  Prospectus,  the  Florida  Municipal  Money  Market and Florida
Intermediate-Term  Municipal  funds are  susceptible to political,  economic and
regulatory  events that affect issuers of Florida municipal  obligations.  These
include   possible  adverse  affects  of  Florida   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 Florida  municipal  securities.  This
information  is  based on  independent  municipal  credit  reports  relating  to
securities offerings of Florida issuers and other publicly available sources. 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
this information, it has no reason to believe the information is inaccurate.

Because the funds invest primarily in Florida municipal securities, they will be
affected by political and economic  conditions and developments within the state
of Florida. In general,  the credit quality and credit risk of any issuer's debt
depend on the state and local economy, the health of the issuer's finances,  the
amount of the  issuer's  debt,  the quality of  management,  and the strength of
legal  provisions in debt  documents  that protect debt holders.  Credit risk is
usually lower whenever the economy is strong, growing and diversified, financial
operations are sound, and the debt burden is reasonable.

The state of Florida's  economy is  characterized  by a large service sector,  a
dependence on the tourism and  construction  industries,  and a large retirement
population.  The management of rapid growth has been the major challenge  facing
state and local governments.  Florida's  population has grown rapidly and is now
the fourth  largest state;  this growth is expected to continue,  but at reduced
rates.  The retiree  component is expected to continue to be a major factor.  As
this growth continues, particularly within the retirement population, the demand
for both public and private services will increase, which may strain the service
sector's capacity and impede the state's budget balancing efforts.

In recent years, the Florida economy has been transforming from a narrow base of
agriculture  and  seasonal  tourism  into a  service  and  trade  economy,  with
substantial  insurance,  banking  and  export  participation  as well as greater
year-round  attraction.  The  outlook  for  the  Florida  economy  is  continued
expansion  fueled by  population  growth  but at a slower  rate than that of the
1980s.

Debt  levels  in the state of  Florida  are  moderate  to high,  reflecting  the
tremendous capital demands  associated with rapid population growth.  Florida is
unusual among states in that all general  obligation  full faith and credit debt
issues  of  municipalities  must be  approved  by  public  referendum  and  are,
therefore, relatively rare. Most debt instruments issued by local municipalities
and authorities have a narrower pledge of security,  such as a sales tax stream,
special  assessment  revenue,  user fees,  utility  taxes or fuel taxes.  Credit
quality of such debt instruments tends to be somewhat lower than that of general
obligation  debt.  The state of Florida  issues  general  obligation  debt for a
variety of purposes; however, the state constitution requires a specific revenue
stream to be pledged to state general obligation bonds as well.

The state of Florida  is heavily  dependent  upon  sales  tax,  which  makes the
state's  general fund  vulnerable  to recession  and  presents  difficulties  in
expanding  the tax base in an  economy  increasingly  geared to  services.  This
dependence  upon sales tax,  combined with economic  recession,  has resulted in
budgetary  shortfalls  in the past;  Florida has reacted to preserve an adequate
financial position primarily through  expenditure  reductions.  State officials,
however, still face tremendous capital and operating pressures due to the growth
that will continue to strain the state's narrow revenue base. Future budgets may
require a wider revenue base to meet such demands; the most likely candidate for
such  revenue  enhancement  is a tax on  consumer  services.  The  creation of a
Florida personal income tax is a remote possibility  because it would require an
amendment to the state's constitution. However, there can be no assurance that a
personal income tax will not be implemented in the future. If such a tax were to
be imposed,  there is no assurance  that  interest  earned on Florida  municipal
obligations would be exempt from this tax.


About the Risks Affecting New York Municipal Securities
New York  Municipal  Money  Market is  susceptible  to  political,  economic and
regulatory  events that affect  issuers of New York municipal  obligations.  The
following  information  about  risk  factors is  provided  in view of the fund's
policies of concentrating its investments in New York municipal securities. This
information  is  based on  independent  municipal  credit  reports  relating  to
securities  offerings of New York issuers and other publicly  available sources.
It does not  constitute  a  complete  description  of the risk  associated  with
investing  in   securities  of  these   issuers.   While  the  manager  has  not
independently  verified  this  information,  it has no  reason  to  believe  the
information is inaccurate.

The fund's  concentration  in the debt obligations of one state carries a higher
risk than a portfolio that is geographically  diversified.  In addition to state
general  obligation bonds and notes and the debt of various state agencies,  the
fund will invest in local bond issues,  lease obligations and revenue bonds, the
credit  quality and risk of which will vary  according  to each  security's  own
structure and underlying economics.

The fund's  ability to  maintain  a high  level of  "triple-tax-free"  income is
primarily  dependent  upon the  ability of New York  issuers to continue to meet
debt service  obligations in a timely fashion.  In 1975 the State, New York City
and other  related  issuers  experienced  serious  financial  difficulties  that
ultimately  resulted  in much  lower  credit  ratings  and loss of access to the
public debt markets. A series of fiscal reforms and an improved economic climate
allowed  these  entities to return to  financial  stability  by the early 1980s.
Credit ratings were reinstated or raised and access to the public credit markets
was  restored.  During the early 1990s,  the State and City  confronted  renewed
fiscal pressure,  as the region suffered moderate  economic decline.  Conditions
began to improve in 1993, though  below-average  economic  performance and tight
budgetary  conditions  persist.  Both entities  experienced  financial relief in
fiscal 1997 because of the strong national economy,  a robust financial services
sector  and  vigilant  spending  control.  The State and City  continue  to face
challenging budgets while they attempt to adjust spending levels and priorities.


About the Risks Affecting Puerto Rico Municipal Securities
From time to time the funds invest in obligations of the  Commonwealth of Puerto
Rico and its public corporations which are exempt from federal,  state, and city
or local income taxes. The majority of the Commonwealth's  debt is issued by the
major public  agencies  that are  responsible  for many of the  island's  public
functions, such as water, wastewater,  highways,  telecommunications,  education
and public  construction.  As of December 31, 1996, public sector debt issued by
the Commonwealth and its public corporations totaled $18.4 billion.

Since the 1980s, Puerto Rico's economy and financial  operations have paralleled
the economic cycles of the United States. The island's economy, particularly the
manufacturing sector, has experienced  substantial gains in employment.  Much of
these  economic  gains are  attributable  in part to favorable  treatment  under
Section 936 of the federal  Internal  Revenue Code for U.S.  corporations  doing
business in Puerto  Rico.  The number of persons  employed in Puerto Rico during
fiscal 1994 averaged one million persons -- a record level.
Unemployment, however, still remains high at 13.8 percent.

Debt  ratios  for  the   Commonwealth  are  high  as  it  assumes  much  of  the
responsibility for local  infrastructure.  Sizable  infrastructure  programs are
ongoing  to  upgrade  the  island's   water,   sewer  and  road   systems.   The
Commonwealth's  general  obligation  debt  is  secured  by a  first  lien on all
available revenues. The Commonwealth has maintained a fiscal policy, which seeks
to correlate the growth in public sector debt to the growth of the economic base
available  to  service  that debt.  Between  fiscal  years  1992 and 1996,  debt
increased 27.5% while gross product rose 27.7%. Short-term debt remains a modest
13% of total debt  outstanding  as of December 31, 1996. The maximum annual debt
service  requirement on  Commonwealth  general  obligation  debt totaled 8.7% of
governmental  revenues for fiscal 1997. This is well below the 15% limit imposed
by the Constitution of Puerto Rico.

After recording three years of positive operating results from 1989 to 1991, the
Commonwealth's  General Fund moved into a deficit  position,  with a $62 million
cash  deficit for fiscal 1992 and a $116 million  deficit for fiscal  1993.  The
fiscal  1994 budget was  balanced  with an  increase  in the  "tollgate"  tax on
Section 936  companies  and  improved  revenue  collections,  which  enabled the
Commonwealth  to record a strong  turnaround in the General Fund balance to $309
million (6.8% of General Fund expenses).  A General Fund  unreserved  balance of
$171 million was recorded for the end of fiscal year 1996.

The Commonwealth's economy remains vulnerable to changes in oil prices, American
trade,  foreign  policy  and  levels of federal  assistance.  Per-capita  income
levels,  while  being the  highest in the  Caribbean,  lag far behind the United
States.  In November 1993, the voters of Puerto Rico were asked in a non-binding
referendum to consider the options of statehood,  continued  Commonwealth status
or  independence.  Of the  48.4%  of the  voters  who  favored  continuation  of
Commonwealth status,  46.2% were for statehood,  and 4.4% were for independence.
In February 1997,  legislation was introduced in Congress  proposing a mechanism
to permanently settle the political relationship with the United States.

For many years, U.S. companies operating in Puerto Rico were eligible to receive
a special tax credit  available under Section 936 of the federal tax code, which
helped spur significant expansion in capital-intensive  manufacturing  activity.
Federal tax  legislation  was passed in 1993,  which  revised  the tax  benefits
received by U.S.  corporations  (Section 936 firms) that  operate  manufacturing
facilities  in Puerto  Rico.  The  legislation  provides  these  firms  with two
options:  a five-year  phased reduction of the income-based tax credit to 40% of
the  previously  allowable  credit or the  conversion to a wage-based  standard,
allowing  a tax  credit  for the first  60% of  qualified  compensation  paid to
employees as defined in the Internal  Revenue Code.  Studies indicate that there
have been no reductions in the economic  growth rate or employment in industries
that were expected to be impacted by the 1993  amendments.  In 1996,  amendments
were  signed  into law to phase out the tax  credit  over a 10-year  period  for
existing  claimants  and to eliminate it for  corporations  without  established
operations after October 1995. At present,  it is difficult to forecast what the
short-and  long-term effects of a phase-out of the Section 936 credit would have
on the economy of Puerto Rico.

A final  risk  factor  with the  Commonwealth  is the large  amount of  unfunded
pension   liabilities.   The  two  main  public  pension   systems  are  largely
underfunded.  The employees'  retirement system has a funded ratio of 19% and an
unfunded liability of $5.0 billion. The teachers' retirement system has a funded
ratio of 56% and an unfunded liability of $1.1 billion. A measure enacted by the
legislature  in 1990 is  designed  to address  the  solvency of the plans over a
50-year period.


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 state  governments  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 (1) legal opinions  relating to the  tax-exempt  status of the
underlying  municipal bonds, (2) legal opinions relating to the tax ownership of
the underlying  bonds, and (3) 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 fund managers 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.


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:

o    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.

o    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 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, the non-money market funds 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 the non-money market funds 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 any 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 any money market funds.  To avoid  generating  dividend income subject to the
AMT, the non-money  market funds  (excluding  High-Yield  Municipal)  will limit
their  money  market  fund  investments  to Tax-Free  Money  Market.  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.


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.

Because 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 following 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.


Fundamental Investment Policies
The  funds  are  subject  to the  following  investment  restrictions  that  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.

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.












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

Borrowing         A fund may not borrow money, except 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.
- ----------------- --------------------------------------------------------------


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.


<TABLE>
Subject                       Policy
- ----------------------------- -----------------------------------------------------------------------------------
<S>                           <C>
Diversification               A fund may not purchase additional investment securities at any time during which
(Tax-Free Money Market,       outstanding borrowings exceed 5% of the total assets of the fund.
Limited-Term,
Intermediate-Term and
Long-Term Tax-Free)

Diversification               To meet federal tax requirements for qualification as a regulated investment
(New York Municipal Money     company, each fund must limit its investments so that at the close of each
Market, Florida Municipal     quarter of its taxable year (1) no more than 25% of its total assets are invested
Money Market, Florida         in the securities of a single issuer (other than the U.S government or a
Intermediate-Term             regulated investment company), and (2) with respect to at least 50% of its total
Municipal, Arizona            assets, no more than 5% of its total assets are invested in the securities of a
Intermediate-Term Municipal   single issuer.
and High-Yield Municipal)

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

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:  (1)
interest-bearing  bank accounts or certificates of deposit;  (2) U.S. government
securities  and  repurchase   agreements   collateralized  by  U.S.   government
securities; and (3) other 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 managers  carefully weigh 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  Prospectuses.  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.
Two-thirds of the trustees are independent of the funds' advisor,  that is, they
are not employed by and have no financial interest in the advisor.

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

                            Position(s)
Name (Age)                  Held       Principal Occupation(s)
Address                     With Fund  During Past Five Years
- --------------------------- ---------- --------------------------------------------------------------------------
Albert A. Eisenstat (69)    Trustee    Independent Director, Commercial Metals Co. (1982 to present)
1665 Charleston Road                   Independent Director, Sungard Data Systems (1991 to present)
Mountain View, CA  94043               General Partner, Discovery Ventures (venture capital firm, 1996 to 1998)
                                       Independent Director, Business Objects S/A (software & programming, 1994
                                       to present)

Ronald J. Gilson (52)       Trustee    Charles J. Meyers Professor of Law and Business, Stanford Law School
1665 Charleston Road                   (1979 to present)
Mountain View, CA  94043               Mark and Eva Stern Professor of Law and Business, Columbia University
                                       School of Law (1992 to present)
                                       Counsel, Marron, Reid & Sheehy (a San Francisco law firm, 1984 to
                                       present)

William M. Lyons* (43)      Trustee    President, Chief Operating Officer and Assistant Secretary, ACC
4500 Main Street                       Executive Vice President, Chief Operating Officer and Secretary, ACSC
Kansas City, MO 64111                  and ACIS

Myron S. Scholes (58)       Trustee    Limited Partner, Long-Term Capital Management (since February 1999)
1665 Charleston Road                   Principal, Long-Term Capital Management (investment advisor, 1993 to
Mountain View, CA  94043               January 1999)
                                       Frank E. Buck Professor of Finance, Stanford Graduate School of Business
                                       (1981 to present)
                                       Director, Dimensional Fund Advisors (investment advisor, since 1982)
                                       Director, Smith Breeden Family of Funds (1992 to present)

Kenneth E. Scott (70)       Trustee    Ralph M. Parsons Professor of Law and Business, Stanford Law School
1665 Charleston Road                   (1972 to present)
Mountain View, CA  94043               Director, RCM Capital Funds, Inc. (1994 to present)

Isaac Stein (52)            Trustee    Director, Raychem Corporation (electrical equipment, since 1993)
1665 Charleston Road                   President, Waverley Associates, Inc. (private investment firm, 1983 to
Mountain View, CA  94043               present)
                                       Director, ALZA  Corporation (pharmaceuticals, 1987 to present)
                                       Trustee, Stanford University (1994 to present)
                                       Chairman, Stanford Health Services (1994 to present)

James E. Stowers III* (40)  Trustee,   Chief Executive Officer and Director, ACC
4500 Main Street            Chairman   President, Chief Executive Officer and Director, ACSC and ACIS
Kansas City, MO 64111       of the     Son of James E. Stowers, Jr. (founder)
                            Board

Jeanne D. Wohlers (54)      Trustee    Director, Indus International (software solutions, January 1999 to
1665 Charleston Road                   present)
Mountain View, CA  94043               Director and Partner, Windy Hill Productions, LP (educational software,
                                       1994 to 1998)
                                       Director, Quintus Corporation (automation solutions, 1995 to present)
- --------------------------- ---------- --------------------------------------------------------------------------

Committees
The Board has four  committees  to  oversee  specific  functions  of the  funds'
operations.  Information about these committees  appears in the table below. The
trustee first named acts as chairman of the committee:

- ------------------ ------------------- --------------------------------------------------------------------------
Committee          Members             Function of Committee
- ------------------ ------------------- --------------------------------------------------------------------------
Audit              Jeanne D. Wohlers   The Audit Committee selects and oversees the activities of the Trust's
                   Albert A.           independent auditor. The committee receives reports from the advisor's
                   Eisenstat           Internal Audit Department, which is accountable solely to the committee.
                   Kenneth E. Scott    The committee also receives reporting about compliance matters affecting
                                       the Trust.

Nominating         Kenneth E. Scott    The Nominating Committee primarily considers and recommends individuals
                   Myron S. Scholes    for nomination as trustees. The names of potential trustee candidates
                   Albert A.           are drawn from a number of sources, including recommendations from
                   Eisenstat           members of the Board, management and shareholders. This committee also
                   Ronald J. Gilson    reviews and makes recommendations to the Board with respect to the
                   Isaac Stein         composition of Board committees and other Board-related matters,
                   Jeanne D. Wohlers   including its organization, size, composition, responsibilities,
                                       functions and compensation.

Portfolio          Myron S. Scholes    The Portfolio Committee reviews quarterly the investment activities and
                   Ronald J. Gilson    strategies used to manage fund assets. The committee regularly receives
                   Isaac Stein         reports from portfolio managers, credit analysts and other investment
                                       personnel concerning the funds' investments.

Quality of         William Lyons       The Quality of Service Committee reviews the level and quality of
Service            Ronald J. Gilson    transfer agent and administrative services provided to the funds and
                   Myron S. Scholes    their shareholders. It receives and reviews reports comparing those
                   Isaac Stein         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  American  Century  investment
companies other than American Century  Municipal Trust.  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 takes into account the number of meetings  attended 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 following table shows the aggregate  compensation  paid by the Trust for the
periods indicated and by the seven investment  companies served by this Board to
each  trustee  who is not an  interested  person as  defined  in the  Investment
Company Act.

 AGGREGATE TRUSTEE COMPENSATION FOR FISCAL YEAR ENDED MAY 31, 1999
- ---------------------------- ---------------------- ---------------------
                               Total Compensation
                                    from the
                              Total Compensation      American Century
Name of Trustee                      from            Family of Funds(2)
                                 the Funds(1)
- ---------------------------- ---------------------- ---------------------
Albert A. Eisenstat                 $13,571               $57,750
Ronald J. Gilson                    13,917                 66,500
Myron S. Scholes                    13,424                 55,250
Kenneth E. Scott                    13,905                 66,500
Isaac Stein                         13,695                 61,750
Jeanne D. Wohlers                   13,832                 64,750
- ---------------------------- ---------------------- ---------------------

1    Includes compensation paid to the trustees during the fiscal year ended May
     31,  1999,  and also  includes  amounts  deferred  at the  election  of the
     trustees under the American Century Mutual Funds Deferred Compensation Plan
     for  Non-Interested  Directors and  Trustees.  The total amount of deferred
     compensation  included in the preceding table is as follows: Mr. Eisenstat,
     $13,571; Mr. Gilson, $13,917; Mr. Scholes, $13,424, and Mr. Scott, $6,952.

2    Includes  compensation paid by the seven investment  company members of the
     American Century family of funds served by this Board.

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

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 funds have 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 funds. 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 May 31, 1999.


OFFICERS
Background  information  for the  officers of the funds is provided  below.  All
persons named as officers of the funds also serve in similar  capacities for the
12 other investment companies advised by ACIM. Not all officers of the funds are
listed;  only those  officers  with  policy-making  functions  for the funds are
listed.  No officer is  compensated  for his or her service as an officer of the
funds. The individuals  listed in the table 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; ACC; ACC's subsidiaries
(including ACIM and ACSC); or the funds'  distributor (FDI), as specified in the
following table.

<TABLE>
                            Positions
Name (Age)                  Held       Principal Occupation(s)
Address                     With Fund  During Past Five Years
- --------------------------- ---------- ---------------------------------------------------------------------------
<S>                         <C>        <C>
George A. Rio (44)          President  Executive Vice President and Director of Client Services, FDI (March 1998
60 State St.                           to present)
Boston, MA 02109                       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)

Christopher J. Kelley (34)  Vice       Vice President and Associate General Counsel, FDI (July 1996 to present)
60 State St.                President  Assistant Counsel, Forum Financial Group (April 1994 to July 1996)
Boston, MA 02109                       Compliance Officer, Putnam Investments (1992 to April 1994)

Mary A. Nelson (35)         Vice       Vice President and Manager of Treasury Services and Administration, FDI,
60 State St.                President  (1994 to present)
Boston, MA 02109                       Assistant Vice President and Client Manager, The Boston Company, Inc.
                                       (1989 to 1994)

Maryanne Roepke, CPA (43)   Vice       Senior Vice President, Treasurer and Principal Accounting Officer, ACSC
4500 Main St.               President
Kansas City, MO 64111       and
                            Treasurer

David C. Tucker (41)        Vice       Senior Vice President and General Counsel, ACSC and ACIM (June 1998 to
4500 Main St.               President  present)
Kansas City, MO 64111                  General Counsel, ACC (June 1998 to present)
                                       Consultant  to mutual fund  industry (May
                                       1997 to April  1998) Vice  President  and
                                       General Counsel, Janus Companies (1990 to
                                       1997)

Douglas A. Paul (52)        Secretary  Vice President and Associate General Counsel, ACSC
1665 Charleston Road        and Vice
Mountain View, CA  94043    President

C. Jean Wade (35)           Controller Controller--Fund Accounting, ACSC
4500 Main St.
Kansas City, MO 64111

Jon Zindel (32)             Tax        Vice President and Director of Taxation, ACSC (1996 to present
4500 Main St.               Officer    Tax Manager, Price Waterhouse LLP (1989-1996)
Kansas City, MO 64111


THE FUNDS' PRINCIPAL SHAREHOLDERS
As of August 31, 1999,  the following  companies  were the record owners of more
than 5% of a fund's outstanding shares:


Fund                                           Shareholder and Percentage of Shares Outstanding
- ---------------------------------------------- -------------------------------------------------------------------
Tax-Free Money Market                          James A. Benham
                                               Incline Village, NV -- _____%
Florida Municipal Money Market                 Morgan Guaranty
                                               New York, NY -- _____%
                                               Margaret A. Benham
                                               Astatula, FL -- _____%
                                               Benjamin Benham
                                               Chuluota, FL -- _____%
Limited-Term Tax-Free                          Charles Schwab & Company
                                               San Francisco, CA -- _____%
Intermediate-Term Tax-Free                     Charles Schwab & Company
                                               San Francisco, CA -- _____%
Long-Term Tax-Free                             Charles Schwab & Company
                                               San Francisco, CA -- _____%
High-Yield Municipal                           American Century Investment Management, Inc.
                                               Kansas City, MO -- _____%
                                               Todd Morgan
                                               Scottsdale, AZ -- _____%
Arizona Intermediate-Term Municipal            Charles Schwab & Company
                                               San Francisco, CA -- _____%
Florida Intermediate-Term Municipal            Charles Schwab & Company
                                               San Francisco, CA -- _____%
                                               American Century Investment Management, Inc.
                                               Kansas City, MO -- _____%
                                               Morgan Guaranty
                                               New York, NY -- _____%
</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 August 31,  1999,  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 the funds' day-to-day  activities,  the
funds have hired a number of service  providers.  Each  service  provider  has a
specific function to fill on behalf of the funds and is described below.

ACIM 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 voting stock.


INVESTMENT ADVISOR
A description of the  responsibilities  of the advisor appears in the Prospectus
under the heading "Management."

For the services provided to the funds, the advisor receives a monthly fee based
on a  percentage  of the average net assets of a 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 a fund to
the advisor.

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

INVESTMENT  CATEGORY FEE SCHEDULE FOR TAX-FREE MONEY MARKET,  FLORIDA  MUNICIPAL
MONEY MARKET AND NEW YORK MUNICIPAL MONEY MARKET

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


INVESTMENT  CATEGORY FEE SCHEDULE FOR LIMITED-TERM  TAX-FREE,  INTERMEDIATE-TERM
TAX-FREE,  LONG-TERM TAX-FREE, ARIZONA INTERMEDIATE-TERM  MUNICIPAL, AND FLORIDA
INTERMEDIATE-TERM MUNICIPAL

- --------------------------- -----------------------
Category Assets                    Fee Rate
- --------------------------- -----------------------
First $1 billion                   0.4100%
Next $1 billion                    0.2280%
Next $3 billion                    0.1980%
Next $5 billion                    0.1780%
Next $15 billion                   0.1650%
Next $25 billion                   0.1630%
Thereafter                         0.1625%
- --------------------------- -----------------------


INVESTMENT CATEGORY FEE SCHEDULE FOR HIGH-YIELD MUNICIPAL

- --------------------------- -----------------------
Category Assets                    Fee Rate
- --------------------------- -----------------------
First $1 billion                   0.4100%
Next $1 billion                    0.3580%
Next $3 billion                    0.3280%
Next $5 billion                    0.3080%
Next $15 billion                   0.2950%
Next $25 billion                   0.2930%
Thereafter                         0.2925%
- --------------------------- -----------------------

The Complex Fee is determined according to the schedule below.

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

On the first  business day of each month,  the funds pay a management fee to the
advisor for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the fund by the
aggregate average daily closing value of a fund's net assets during the previous
month.  This number is then multiplied 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 their  shareholders  for anything other than willful  misfeasance,  bad
faith, gross negligence or reckless disregard of its obligations and duties. The
management  agreement also provides that the advisor and its officers,  trustees
and  employees  may engage in other  business,  devote time and attention to any
other business whether of a similar or dissimilar nature, and render services to
others.

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

The advisor may  aggregate  purchase and sale orders of the funds with  purchase
and sale  orders  of its  other  clients  when the  advisor  believes  that such
aggregation provides the best execution for the funds. The 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.

Unified  management  fees incurred by each fund for the fiscal periods ended May
31, 1999,  1998, and October 31, 1997, 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.

<TABLE>
UNIFIED MANAGEMENT FEES(1)
- ---------------------------------------------- --------------------- ------------------------- ----------------------
<S>                                                    <C>                     <C>                     <C>
Fund                                                   1999                    1998                    1997
- ---------------------------------------------- --------------------- ------------------------- ----------------------
Tax-Free Money Market                                    Data not            $1,201,502                  $341,854
Florida Municipal Money Market                                Yet               564,438                         0
Limited-Term Tax-Free                                   Available               112,235                   259,501
Intermediate-Term Tax-Free                                                      402,534                   489,817
Long-Term Tax-Free                                                              332,031                   378,372
High-Yield Municipal                                                                  0                       N/A
Arizona Intermediate-Term Municipal                                             179,507                    81,705
Florida Intermediate-Term Municipal                                             120,693                    23,601
- ---------------------------------------------- --------------------- ------------------------- ----------------------

1    Net of Reimbursements
</TABLE>

Other Advisory Relationships
In addition  to managing  the funds,  the advisor  also serves as an  investment
advisor  to  seven  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 Government Income Trust
American Century Investment Trust
American Century Target Maturities Trust
American Century Quantitative Equity Funds
American Century International Bond Funds
American Century California Tax-Free and Municipal Funds

TRANSFER AGENT AND ADMINISTRATOR
American Century Services  Corporation,  4500 Main Street, Kansas City, Missouri
64111,  serves 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
ACSC 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
periods  ended May 31, 1998 and October 31,  1997,  are  indicated  in the table
below. Fee amounts are net of expense limitations.

ADMINISTRATIVE FEES
Fund                                            1998               1997
- ----------------------------------------- ------------------ -----------------
Tax-Free Money Market                               $13,717           $84,467
Florida Municipal Money Market                       15,789                 0
Limitred-Term Tax-Free                                  N/A               N/A
Intermediate-Term Tax-Free                              N/A               N/A
Long-Term Tax-Free                                      N/A               N/A
High-Yield Municipal                                    N/A               N/A
Arizona Intermediate-Term Municipal                   4,889            26,168
Florida Intermediate-Term Municipal                   3,851            10,678

  TRANSFER AGENT FEES
Fund                                            1998               1997
- ----------------------------------------- ------------------ -----------------
Tax-Free Money Market                                $9,971           $61,414
Florida Municipal Money Market                        6,746                 0
Limited-Term Tax-Free                                   N/A               N/A
Intermediate-Term Tax-Free                              N/A               N/A
Long-Term Tax-Free                                      N/A               N/A
High-Yield Municipal                                    N/A               N/A
Arizona Intermediate-Term Municipal                   3,255            19,990
Florida Intermediate-Term Municipal                   1,484            10,178
- ----------------------------------------- ------------------ -----------------

DISTRIBUTOR
The  funds'  shares are  distributed  by FDI, 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.


OTHER SERVICE PROVIDERS

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


INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers  LLP are the  independent  accountants of the funds.  The
address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th floor, Kansas City,
Missouri    64105.    As   the    independent    accountants   of   the   funds,
PricewaterhouseCoopers  provides  services  including  (1)  audit of the  annual
financial   statements  for  each  fund,  (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 a 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 statistical and other
information and services,  including research,  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
Each of the funds named on the front of this Statement of Additional Information
is a series of shares  issued by the  Trust,  and shares of each fund have equal
voting 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 undertakes  dollar-based voting, meaning that the number of
votes a  shareholder  is  entitled  to is based  upon the  dollar  amount of the
shareholder's  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
Your Guide to American  Century  Services.  The guide is  available to investors
without charge and may be obtained by calling us.


VALUATION OF A FUND'S 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 4 p.m.
Eastern time each day the Exchange is open for business.  The Exchange typically
observes the  following  holidays:  New Year's Day,  Martin Luther King Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.  Although the funds expect the same holidays
to be observed in the future,  the Exchange  may modify its holiday  schedule at
any time.

Each fund's NAV 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 fund
managers,   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 funds' portfolio holdings at such intervals as are reasonable in light of
current market conditions to determine whether the money market funds' net asset
values  calculated  by  using  available  market  quotations  deviate  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.

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

Debt  securities  maturing within 60 days of the valuation date may be valued at
cost,  plus or minus any  amortized  discount or premium,  unless the  directors
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 state  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.

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.


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.

The funds 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.

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."

The Trust will inform fund shareholders  annually of the amount of distributions
derived from interest payments on private activity bonds.





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.

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  funds  may also  quote  tax-equivalent  yields.  Arizona  Intermediate-Term
Municipal's 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 Arizona (which may not always be the case) and that
your Arizona taxes are fully deductible for federal income tax purposes, you can
calculate your tax equivalent yield for the fund using the equation below.

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


The Florida funds'  tax-equivalent yield is based on each fund's tax-free yield,
your federal income tax bracket, and the Florida Intangibles Tax applicable to a
taxable investment. The formula is:

 Fund's Tax-Free Yield   + Florida Intangibles Tax Rate = Your Tax-Equivalent
- ------------------------                                         Yield
100% - Federal Tax Rate


Tax-equivalent  yields  for  Tax-Free  Money  Market,   Limited-Term   Tax-Free,
Intermediate-Term  Tax-Free,  Long-Term  Tax-Free and  High-Yield  Municipal are
calculated using the following equation:

        Fund's Tax-Free Yield              =          Your Tax-Equivalent Yield
- ---------------------------------------
       100% - Federal Tax 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.

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,  including  periods  other  than one,  five and 10 years.
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.

MONEY MARKET FUND YIELDS
(seven-day period ended May 31, 1999)
- -------------------------------- ---------- ----------
                                 7-Day      Effective
                                 Yield      Yield
- -------------------------------- ---------- ----------
- -------------------------------- ---------- ----------
Tax-Free Money Market            3.03%      3.08%
Florida Municipal Money Market   2.92%      2.96%
- -------------------------------- ---------- ----------

NON-MONEY MARKET FUND YIELDS
(30-day period ended May 31, 1999)
- ---------------------------------------- -------------
Fund                                     30-Day Yield
- ---------------------------------------- -------------
- ---------------------------------------- -------------
Limited-Term Tax-Free                    3.86%
Intermediate-Term Tax-Free               4.56%
Long-Term Tax-Free                       4.93%
High-Yield Municipal                     5.28%
Arizona Intermediate-Term Municipal      4.36%
- ---------------------------------------- -------------
Florida Interdiate-Term Municipal        4.19%
- ---------------------------------------- -------------

<TABLE>
MONEY MARKET FUND TAX-EQUIVALENT YIELDS
(seven-day period ended May 31, 1999)
- -------------------------------- ---------- -------------- -------------- -------------- --------------
<S>                              <C>        <C>            <C>            <C>            <C>
                                 7-Day      Tax-Equivalent Tax-Equivalent Tax-Equivalent Tax-Equivalent
                                 Yield      Yield          Yield          Yield          Yield
                                            28% Tax        31% Tax        36% Tax        39.6% Tax
                                            Bracket        Bracket        Bracket        Bracket
- -------------------------------- ---------- -------------- -------------- -------------- --------------
- -------------------------------- ---------- -------------- -------------- -------------- --------------
Tax-Free Money Market            3.03%      4.21%          4.39%          4.73%          5.02%
Florida Municipal Money Market   2.92%      4.06%          4.23%          4.56%          4.83%
- -------------------------------- ---------- -------------- -------------- -------------- --------------

NON-MONEY MARKET FUND TAX-EQUIVALENT YIELDS
(30-day period ended May 31, 1999)
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------
Fund                                     30-Day SEC    Tax-Equivalent Tax-Equivalent Tax-Equivalent Tax-Equivalent
                                         Yield         Yield          Yield          Yield          Yield
                                                       28% Tax        31% Tax        36% Tax        39.6% Tax
                                                       Bracket        Bracket        Bracket        Bracket
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------
Limited-Term Tax-Free                    3.42%         4.75%          4.96%          5.34%          5/66%
Intermediate-Term Tax-Free               3.91%         5.43%          5.67%          6.11%          6.47%
Long-Term Tax-Free                       4.37%         6.07%          6.33%          6.83%          7.24%
High-Yield Municipal                     5.31%         7.38%          7.70%          8.30%          8.79%
Arizona Intermediate-Term Municipal      3.87%         5.61%          5.85%          5.92%          6.38%
Florida Interdiate-Term Municipal        3.95%         5.49%          5.72%          6.17%          6.54%
- ---------------------------------------- ------------- -------------- -------------  -------------  -------------

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED MAY 31
- ------------------------------------- ---------- --------- --------- ------------- -------------
Fund                                  1 year     5 years   10 years  Life of Fund  Inception
                                                                                   Date
- ------------------------------------- ---------- --------- --------- ------------- -------------
Tax-Free Money Market                 3.10%      3.18%     3.42%     3.93%         7/31/84
Florida Municipal Money Market        2.92%      3.47%     N/A       3.45%         4/11/94
Limited-Term Tax-Free                 4.15%      4.75%     N/A       4.44%         3/1/93
Intermediate-Term Tax-Free            4.07%      5.82%     6.35%     5.87%         3/2/87
Long-Term Tax-Free                    3.44%      6.79%     7.14%     6.95%         3/2/87
High-Yield Municipal                  6.18%      N/A       N/A       6.90%         3/31/98
Arizona Intermediate-Term Municipal   4.51%      5.92%     N/A       6.17%         4/11/94
Florida Interdiate-Term Municipal     4.71%      6.23%     N/A       6.42%         4/11/94
- ------------------------------------- ---------- --------- --------- ------------- -------------
</TABLE>


PERFORMANCE COMPARISONS
The funds'  performance  may be compared  with the  performance  of other mutual
funds  tracked by mutual  fund rating  services or with other  indices 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,  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  indices of stock  market  performance;  and  indices 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  or to provide
general information about the funds.


PERMISSIBLE ADVERTISING INFORMATION
From  time to  time,  the  funds  may,  in  addition  to any  other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost  averaging);  (2)  discussions  of general  economic
trends;  (3)  presentations of statistical data to supplement such  discussions;
(4)  descriptions of past or anticipated  portfolio  holdings for one or more of
the funds;  (5)  descriptions  of investment  strategies  for one or more of the
funds;  (6)  descriptions  or  comparisons  of various  savings  and  investment
products  (including,  but  not  limited  to,  qualified  retirement  plans  and
individual  stocks and  bonds),  which may or may not  include  the  funds;  (7)
comparisons of investment products (including the funds) with relevant market or
industry  indices  or other  appropriate  benchmarks;  (8)  discussions  of fund
rankings or ratings by recognized  rating  organizations;  and (9)  testimonials
describing  the  experience  of persons that have invested in one or more of the
funds. The funds also may include calculations, such as hypothetical compounding
examples,  which describe  hypothetical  investment  results.  Such  performance
examples will be based on an express set of  assumptions  and are not indicative
of the performance of any of the funds.


FINANCIAL STATEMENTS
The  financial  statements  of the funds are  included in the annual  reports to
shareholders  for the fiscal  year ended May 31,  1999.  The annual  reports are
incorporated herein by reference.  You may receive copies of the reports without
charge upon  request to American  Century at the  address and  telephone  number
shown on the back cover of this Statement of Additional Information.


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


<TABLE>
BOND RATINGS
- ---------- -------- -----------------------------------------------------------------------------------------------------
- ---------- -------- -----------------------------------------------------------------------------------------------------
<S>        <C>      <C>
   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.


COMMERCIAL PAPER RATINGS
- ---------- -------- -----------------------------------------------------------------------------------------------------
- ---------- -------- -----------------------------------------------------------------------------------------------------
   S&P     Moody's  Description
- ---------- -------- -----------------------------------------------------------------------------------------------------
   A-1     Prime-1  This indicates that the degree of safety regarding timely payment is strong. Standard & Poor's
            (P-1)   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 of safety
            (P-2)   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 more
            (P-3)   vulnerable to the adverse changes in circumstances than obligations carrying the higher
                    designations.
- ---------- -------- -----------------------------------------------------------------------------------------------------

Note Ratings
- ---------- -------- -----------------------------------------------------------------------------------------------------
   S&P     Moody's  Description
- ---------- -------- -----------------------------------------------------------------------------------------------------
  SP-1     MIG-1;   Notes are of the highest quality enjoying strong protection from established cash flows of funds
           VMIG-1   for their servicing or from established and broad-based access to the market for refinancing, or
                    both.

  SP-2     MIG-2;   Notes are of high quality, with margins of protection ample, although not so large as in the
           VMIG-2   preceding group.

  SP-3     MIG-3;   Notes are of favorable quality, with all security elements accounted for, but lacking the
           VMIG-3   undeniable strength of the preceding grades. Market access for refinancing, in particular, is
                    likely to be less well established.

  SP-4     MIG-4;   Notes are of adequate quality, carrying specific risk but having protection and not distinctly or
           VMIG-4   predominantly speculative.
- ---------- -------- -----------------------------------------------------------------------------------------------------
</TABLE>







MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

These  contain  more  information  about the funds'  investments  and the market
conditions  and investment  strategies  that  significantly  affected the funds'
performance  during the most recent  fiscal  period.  The annual and  semiannual
reports  are  incorporated  by  reference  into  this  Statement  of  Additional
Information (SAI). This means that it is legally part of this SAI.

You can receive a free copy of the annual and  semiannual  reports,  and ask any
questions  about  the  funds,  by  contacting  us at the  address  or one of the
telephone numbers listed below.


If you own or are considering purchasing fund shares through

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

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

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

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

o    On the internet
     www.sec.gov

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


     (Investment Company Act File No. 811-4025)

- ---------------------------------------- --------------------------------------
American Century Investments             Fax
P.O. Box 419200                          816-340-7962
Kansas City, Missouri  64141-6200
                                         Telecommunications Device for Deaf
Investor Relations                       1-800-634-4113 or 816-444-3485
1-800-345-2021 or 816-531-5575
                                         Business, Not-For-Profit and
Automated Information Line               Employer-Sponsored Retirement Plans
1-800-345-8765                           1-800-345-3533

www.americancentury.com
- ---------------------------------------- --------------------------------------
<PAGE>
AMERICAN CENTURY MUNICIPAL TRUST


PART C   OTHER INFORMATION

Item 23  EXHIBITS (all exhibits not filed herewith are being incorporated herein
         by reference).

        (a) Amended  Declaration of Trust dated March 9, 1998,  revised March 1,
            1999, is included herein.

        (b) Amended   and   Restated   Bylaws   dated   March  9,  1998   (filed
            electronically  as Exhibit 2 to  Post-Effective  Amendment No. 23 to
            the Registration Statement on March 26, 1998, File No. 2-91229).

        (c) Registrant  hereby  incorporates  by reference,  as though set forth
            fully  herein,  Article III,  Article IV,  Article V, Article VI and
            Article  VIII of  Registrant's  Amended and Restated  Agreement  and
            Declaration   of   Trust,   appearing   as   Exhibit   (a)  to  this
            Post-Effective  Amendment  No. 26 to the  Registration  Statement on
            Form N-1A of the Registrant; and Article II, Article III, Article IV
            and Article V of Registrant's  Amended and Restated Bylaws appearing
            as Exhibit 2 to Post-Effective  Amendment No. 23 on Form N-1A of the
            Registrant.

        (d) (1) Investor Class Investment  Management Agreement between American
            Century Municipal Trust and American Century Investment  Management,
            Inc.,  dated  August 1, 1997 (filed  electronically  as Exhibit 5 to
            Post-Effective  Amendment  No. 33 to the  Registration  Statement of
            American Century  Government Income Trust on July 31, 1997, File No.
            2-99222).

            (2) Amendment dated March 31, 1998 to the Investor Class  Investment
            Management  Agreement  between American Century  Municipal Trust and
            American Century Investment  Management,  Inc. (filed electronically
            as Exhibit 5 to Post-Effective  Amendment No. 23 to the Registration
            Statement on March 26, 1998, File No. 2-91229).

        (e) (1) Distribution  Agreement between American Century Municipal Trust
            and  Funds   Distributor,   Inc.,  dated  January  15,  1998  (filed
            electronically  as Exhibit 6 to  Post-Effective  Amendment No. 28 to
            the  Registration  Statement of American  Century Target  Maturities
            Trust on January 30, 1998, File No. 2-94608).

            (2) Amendment No. 1 to the Distribution  Agreement  between American
            Century  Municipal Trust and Funds  Distributor,  Inc. dated June 1,
            1998  (filed   electronically   as  Exhibit  b6b  to  Post-Effective
            Amendment No. 11 to the  Registration  Statement of American Century
            Capital Portfolios, Inc. on June 26, 1998, File No. 33-64872).

            (3) Amendment No. 2 to the Distribution  Agreement  between American
            Century Municipal Trust and Funds  Distributor,  Inc. dated December
            1, 1998  (filed  electronically  as  Exhibit  b6c to  Post-Effective
            Amendment No. 12 to the  Registration  Statement of American Century
            World Mutual Funds, Inc. on November 13, 1998, File No. 33-39242).

            (4) Amendment No. 3 to the Distribution  Agreement  between American
            Century  Municipal Trust and Funds  Distributor,  Inc. dated January
            29,  1999  (filed  electronically  as Exhibit  e4 to  Post-Effective
            Amendment No. 24 of American  Century Variable  Portfolios,  Inc. on
            January 15, 1999, File No. 33-14567).

        (f) Not applicable.

        (g) (1) Master Agreement by and between Twentieth Century Services, Inc.
            and Commerce Bank, N.A. dated January 22, 1997 (filed electronically
            as Exhibit 8e to Post-Effective Amendment No. 76 to the Registration
            Statement of American  Century  Mutual  Funds,  Inc. on February 28,
            1997, File No. 2-14213).

        (2) Global Custody  Agreement  between The Chase  Manhattan Bank and the
            Twentieth  Century  and Benham  Funds,  dated  August 9, 1996 (filed
            electronically  as Exhibit 8 to  Post-Effective  Amendment No. 31 to
            the  Registration  Statement of American Century  Government  Income
            Trust on February 7, 1997, File No. 2-99222).

        (h) (1) Transfer Agency Agreement  between  American  Century  Municipal
            Trust and American  Century  Services  Corporation,  dated August 1,
            1997 (filed electronically as Exhibit 9 to Post-Effective  Amendment
            No. 33 to the Registration  Statement of American Century Government
            Income Trust on July 31, 1997, File No. 2-99222).

            (2)  Amendment  No. 1 dated  March 9,  1998 to the  Transfer  Agency
            Agreement  between  American  Century  Municipal  Trust and American
            Century Services  Corporation (filed  electronically as Exhibit 9 to
            Post-Effective  Amendment  No. 23 to the  Registration  Statement on
            March 26, 1998, File No. 2-91229).

            (3)  Amendment  No. 2 dated  June 29,  1998 to the  Transfer  Agency
            Agreement  between  American  Century  Municipal  Trust and American
            Century Services Corporation (filed electronically as Exhibit b9b to
            Post-Effective  Amendment  No. 23 to the  Registration  Statement of
            American Century Quantitative Equity Funds, File No. 33-19589).

            (4) Credit  Agreement  between  American Century Funds and The Chase
            Manhattan  Bank,  as  Administrative  Agent dated as of December 18,
            1998 (filed electronically as Exhibit h2 to Post-Effective Amendment
            No. 37 to the Registration  Statement of American Century Government
            Income Trust on May 7, 1999, File No. 2-99222).

        (i) Opinion and Consent of counsel included herein.

        (j) (1) Consent of PricewaterhouseCoopers  LLP, independent accountants,
            to be filed by amendment.

            (2) Consent of KPMG Peat Marwick,  LLP,  independent auditors (filed
            electronically as Exhibit 11 to  Post-Effective  Amendment No. 33 to
            the Registration  Statement on of American Century Government Income
            Trust on July 31, 1997, File No. 2-99222).

            (3) Power of Attorney dated December 18, 1998 is included herein.

        (k) Not applicable.

        (l) Not applicable.

        (n) (1)  Financial  Data  Schedule  for  Tax-Free  Money  Market Fund is
            included herein.

            (2) Financial Data Schedule for Florida  Municipal Money Market Fund
            is included herein.

            (3) Financial Data Schedule for  Intermediate-Term  Tax-Free Fund is
            included herein.

            (4) Florida Intermediate-Term Municipal Fund is included herein.

            (5) Financial Data Schedule for Arizona Intermediate-Term  Municipal
            Fund is included herein.

            (6) Financial Data Schedule for Long-Term  Tax-Free Fund is included
            herein.

            (7)  Financial  Data  Schedule  for  Limited-Term  Tax-Free  Fund is
            included herein.

            (8)  Financial  Data  Schedule  for  High-Yield  Municipal  Fund  is
            included herein.


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 a 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 March 9, 1998,  incorporated
herein by  reference  to  Exhibit 2 of  Post-Effective  Amendment  No. 23 to the
Registration Statement filed on March 26, 1998 (Accession # 746458-98-000007).

The  Registrant  has  purchased  an insurance  policy  insuring its officers and
directors against certain liabilities which such officers and trustees may incur
while acting in such  capacities and providing  reimbursement  to the Registrant
for sums  which it may be  permitted  or  required  to pay to its  officers  and
trustees by way of indemnification  against such liabilities,  subject in either
case to clauses respecting deductibility and participation.


Item 26. Business and Other Connections of Investment Advisor.

American Century Investment Management,  Inc., the investment manager 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 Underwriter.

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

          American Century California Tax-Free and Municipal Funds
          American Century Capital Portfolios, Inc.
          American Century Government Income Trust
          American Century International Bond Funds
          American Century Investment Trust
          American Century Municipal Trust
          American Century Mutual Funds, Inc.
          American Century Premium Reserves, Inc.
          American Century Quantitative Equity Funds
          American Century Strategic Asset Allocations, Inc.
          American Century Target Maturities Trust
          American Century Variable Portfolios, Inc.
          American Century World Mutual Funds, Inc.
          The Brinson Funds
          Dresdner RCM Capital Funds, Inc.
          Dresdner RCM Equity Funds, Inc.
          J.P. Morgan Institutional Funds
          J.P. Morgan Funds
          JPM Series Trust
          JPM Series Trust II
          LaSalle Partners Funds, Inc.
          Kobrick 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

Donald R. Roberson                   Executive Vice President            none

William S. Nichols                   Executive Vice President            none

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

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

Paula R. David                       Senior Vice President               none

Gary S. MacDonald                    Senior Vice President               none

Judith K. Benson                     Senior Vice President               none

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

     (c) Not applicable.


Item 28. Location of Accounts and Records.

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


Item 29. Management Services - Not applicable.


Item 30. Undertakings - Not applicable.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940,  the  Registrant  certifies  that it has duly  caused this
Post-Effective  Amendment No. 26 to its  Registration  Statement to be signed on
its behalf by the undersigned,  thereunto duly authorized, in the City of Kansas
City, State of Missouri on the 8th day of July, 1999.

                           AMERICAN CENTURY MUNICIPAL TRUST(Registrant)


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

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment  No.  26 has  been  signed  below  by  the  following  persons  in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                                          Date
<S>                                  <C>                                  <C>
*George A. Rio                       President, Principal Executive       July 8, 1999
- ---------------------------------    Officer and Principal Financial
George A. Rio                        Officer

*Maryanne Roepke                     Vice President and Treasurer         July 8, 1999
- ---------------------------------
Maryanne Roepke

*James E. Stowers III                Trustee, Chairman of the Board       July 8, 1999
- ---------------------------------
James E. Stowers III

*William M. Lyons                                                         July 8, 1999
- ---------------------------------    Trustee
William M. Lyons

*Albert A. Eisenstat                 Trustee                              July 8, 1999
- ---------------------------------
Albert A. Eisenstat

*Ronald J. Gilson                    Trustee                              July 8, 1999
- ---------------------------------
Ronald J. Gilson

*Myron S. Scholes                    Trustee                              July 8, 1999
- ---------------------------------
Myron S. Scholes

*Kenneth E. Scott                    Trustee                              July 8, 1999
- ---------------------------------
Kenneth E. Scott

*Isaac Stein                         Trustee                              July 8, 1999
- ---------------------------------
Isaac Stein

*Jeanne D. Wohlers                   Trustee                              July 8, 1999
- ---------------------------------
Jeanne D. Wohlers
</TABLE>
/s/Charles C.S. Park
*by Charles C.S.  Park,  Attorney in Fact (pursuant to a Power of Attorney dated
December 18, 1998).

EXHIBIT     DESCRIPTION

EX-99.a     Amended  Declaration of Trust dated March 9, 1998,  revised March 1,
            1999 is included herein.

EX-99.b     Amended and Restated  Bylaws dated March 9, 1998 (filed as Exhibit 2
            of Post-Effective  Amendment No. 23 to the Registration Statement on
            Form N-1A of the Registrant,  File No. 2-91229, filed March 26, 1998
            and incorporated herein by reference).

EX-99.d1    Investor Class  Investment  Management  Agreement  between  American
            Century Municipal Trust and American Century Investment  Management,
            Inc.,  dated  August 1, 1997  (filed as Exhibit 5 of  Post-Effective
            Amendment  No.  33 to the  Registration  Statement  on Form  N-1A of
            American Century  Government Income Trust,  File No. 2-99222,  filed
            July 31, 1997 and incorporated herein by reference).

EX-99.d2    Amendment  No.  1  dated  March  31,  1998  to  the  Investor  Class
            Investment  Management  Agreement between American Century Municipal
            Trust and American  Century  Investment  Management,  Inc. (filed as
            Exhibit 5 of  Post-Effective  Amendment  No. 23 to the  Registration
            Statement on Form N-1A of the Registrant,  File No.  2-91229,  filed
            March 26, 1998 and incorporated herein by reference).

EX-99.e1    Distribution  Agreement between American Century Municipal Trust and
            Funds Distributor,  Inc., dated January 15, 1998 (filed as Exhibit 6
            of Post-Effective  Amendment No. 28 to the Registration Statement on
            Form N-1A of American  Century  Target  Maturities  Trust,  File No.
            2-94608,   filed  January  30,  1998  and  incorporated   herein  by
            reference).

EX-99.e2    Amendment No. 1 to Distribution  Agreement  between American Century
            Capital Portfolios,  Inc. and Funds Distributor,  Inc. dated June 1,
            1998 (filed as Exhibit b6b to Post-Effective Amendment No. 11 to the
            Registration  Statement  on Form N-1A of  American  Century  Capital
            Portfolios,  Inc.,  File No.  33-64872,  filed on June 26, 1998, and
            incorporated herein by reference).

EX-99.e3    Amendment No. 2 to Distribution  Agreement  between American Century
            Capital Portfolios, Inc. and Funds Distributor,  Inc. dated December
            1, 1998 (filed as Exhibit b6c to Post-Effective  Amendment No. 12 to
            the  Registration  Statement on Form N-1A of American  Century World
            Mutual Funds,  Inc., File No. 33-39242,  filed on November 13, 1998,
            and incorporated herein by reference).

EX-99.e4    Amendment No. 3 to Distribution  Agreement  between American Century
            Capital Portfolios,  Inc. and Funds Distributor,  Inc. dated January
            29, 1999 (filed as Exhibit e4 to Post-Effective  Amendment No. 28 to
            the Registration Statement on Form N-1A of American Century Variable
            Portfolios,  Inc., File No. 33-14567, filed on January 15, 1999, and
            incorporated herein by reference).

EX-99.g1    Master Agreement by and between Twentieth Century Services, Inc. and
            Commerce  Bank,  N.A. dated January 22, 1997 (filed as Exhibit 8e to
            Post-Effective  Amendment  No. 76 to the  Registration  Statement on
            Form N-1A of American Century Mutual Funds,  Inc., File No. 2-14213,
            filed on February 28, 1997 and incorporated herein by reference).

EX-99.g2    Global Custody  Agreement  between The Chase  Manhattan Bank and the
            Twentieth  Century and Benham Funds,  dated August 9, 1996 (filed as
            Exhibit b8 to  Post-Effective  Amendment No. 31 to the  Registration
            Statement on Form N-1A of American Century  Government Income Trust,
            File No. 2-99222, filed February 7, 1997, and incorporated herein by
            reference).

EX-99.h1    Transfer Agency Agreement  between American Century  Municipal Trust
            and  American  Century  Services  Corporation,  dated August 1, 1997
            (filed  as  Exhibit  9 of  Post-Effective  Amendment  No.  33 to the
            Registration  Statement on Form N-1A of American Century  Government
            Income Trust, File No. 2-99222, filed July 31, 1997 and incorporated
            herein by reference).

EX-99.h2    Amendment No. 1 dated March 9, 1998 to the Transfer Agency Agreement
            between  American  Century  Municipal  Trust  and  American  Century
            Services Corporation (filed as Exhibit 9 of Post-Effective Amendment
            No. 23 to the Registration Statement on Form N-1A of the Registrant,
            File No. 2-91229,  filed March 26, 1998 and  incorporated  herein by
            reference).

EX-99.h3    Amendment No. 2 dated June 29, 1998 to the Transfer Agency Agreement
            between  American  Century  Municipal  Trust  and  American  Century
            Services   Corporation  (filed  as  Exhibit  b9b  of  Post-Effective
            Amendment  No.  23 to the  Registration  Statement  on Form  N-1A of
            American Century Quantitative Equity Funds, File No. 33-19589, filed
            on June 29, 1998 and incorporated herein by reference).

EX-99.h4    Credit  Agreement  between  American  Century  Funds  and The  Chase
            Manhattan  Bank,  as  Administrative  Agent dated as of December 18,
            1998 (filed as Exhibit h2 of Post-Effective  Amendment No. 37 to the
            Registration  Statement on Form N-1A of American Century  Government
            Income  Trust,  File  No.  2-99222,   filed  on  May  7,  1999,  and
            incorporated herein by reference).

EX-99.i     Opinion and consent of Counsel, included herein.

EX-99.j1    Consent of PricewaterhouseCoopers  LLP, independent accountants,  to
            be filed by amendment.

EX-99.j2    Consent of KPMG Peat Marwick, independent auditors (filed as Exhibit
            11 of Post-Effective  Amendment No. 33 to the Registration Statement
            on Form N-1A of American Century  Goverment  Income Trust,  File No.
            2-99222, filed July 31, 1997 and incorporated herein by reference).

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

EX-27.4.1   Financial Data Schedule - Tax-Free Money Market Fund.

EX-27.4.2   Financial Data Schedule - Florida Municipal Money Market Fund.

EX-27.5.3   Financial Data Schedule - Intermediate-Term Tax-Free Fund.

EX-27.5.4   Financial Data Schedule - Florida Intermediate-Term Municipal Fund.

EX-27.5.5   Financial Data Schedule - Arizona Intermediate-Term Municipal Fund.

EX-27.5.6   Financial Data Schedule - Long-Term Tax-Free Fund.

EX-27.5.7   Financial Data Schedule - Limited-Term Tax-Free Fund.

EX-27.5.8   Financial Data Schedule - High-Yield Municipal Fund.

<TABLE>
<CAPTION>
                                          AMERICAN CENTURY MUNICIPAL TRUST


                               AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                                          AS AMENDED THROUGH MARCH 9, 1998

                                                  TABLE OF CONTENTS

ARTICLE I NAME AND DEFINITIONS....................................................................................1
<S>          <C>                                                                                                 <C>
     Section 1.  Name.............................................................................................1
     Section 2.  Definitions......................................................................................1

ARTICLE II PURPOSE OF TRUST.......................................................................................2

ARTICLE III SHARES................................................................................................2
     Section 1.  Division of Beneficial Interest..................................................................2
     Section 2.  Ownership of Shares..............................................................................2
     Section 3.  Investments in the Trust.........................................................................3
     Section 4.  Status of Shares and Limitation of Personal Liability............................................3
     Section 5.  Power of Trustees to Change Provisions Relating to Shares........................................3
     Section 6.  Establishment and Designation of Series..........................................................4
     Section 7.  Indemnification of Shareholders..................................................................6

ARTICLE IV THE TRUSTEES...........................................................................................6
     Section 1.  Number, Election and Tenure......................................................................6
     Section 2.  Effect of Death, Resignation, etc. of a Trustee..................................................7
     Section 3.  Powers...........................................................................................7
     Section 4.  Payment of Expenses by the Trust.................................................................9
     Section 5.  Payment of Expenses by Shareholders..............................................................9
     Section 6.  Ownership of Assets of the Trust................................................................10
     Section 7.  Service Contracts...............................................................................10

ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS...............................................................11
     Section 1.  Voting Powers...................................................................................11
     Section 2.  Voting Power and Meetings.......................................................................11
     Section 3.  Quorum and Required Vote........................................................................12
     Section 4.  Action by Written Consent.......................................................................12
     Section 5.  Record Dates....................................................................................12
     Section 6.  Additional Provisions...........................................................................13

ARTICLE VI NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS.......................................................13
     Section 1.  Determination of Net Asset Value, Net Income, and Distributions.................................13
     Section 2.  Redemptions and Repurchases.....................................................................13
     Section 3.  Redemptions at the Option of the Trust..........................................................13

ARTICLE VII COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES.................................................14
     Section 1.  Compensation....................................................................................14
     Section 2.  Limitation of Liability.........................................................................14
     Section 3.  Indemnification.................................................................................14

ARTICLE VIII MISCELLANEOUS.......................................................................................14
     Section 1.  Trustees, Shareholders, etc. Not Personally Liable; Notice......................................14
     Section 2.  Trustee's Good Faith Action, Expert Advice, No Bond or Surety...................................15
     Section 3.  Liability of Third Persons Dealing with Trustees................................................15
     Section 4.  Termination of Trust or Series..................................................................15
     Section 5.  Merger and Consolidation........................................................................16
     Section 6.  Filing of Copies, References, Headings..........................................................16
     Section 7.  Applicable Law..................................................................................16
     Section 8.  Amendments......................................................................................16
     Section 9.  Trust Only......................................................................................16
     Section 10.  Use of the Name "Benham" and "American Century"................................................17
</TABLE>







                        AMERICAN CENTURY MUNICIPAL TRUST
             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                       (as amended through March 9, 1998)

         AGREEMENT AND DECLARATION OF TRUST made at Palo Alto, California on the
1st day of May, 1984 and amended by the Trustees hereunder.

         WHEREAS  the  Trustees  desire and have  agreed to manage all  property
coming  into  their  hands as  trustees  of a  Massachusetts  business  trust in
accordance with the provisions hereinafter set forth.

         NOW,  THEREFORE,  the Trustees  hereby  direct that this  Agreement and
Declaration  of  Trust  be  filed  with the  Secretary  of The  Commonwealth  of
Massachusetts and do hereby declare that they will hold all cash, securities and
other assets, which they may form time to time acquire in any manner as Trustees
hereunder, IN TRUST, and manage and dispose of the same upon the following terms
and conditions for the pro rata benefit of the holders of Shares in this Trust.


                                    ARTICLE I
                              NAME AND DEFINITIONS

SECTION 1.  NAME
This Trust  shall be known as the  "American  Century  Municipal  Trust" and the
Trustees  shall  conduct the  business of the Trust under that name or any other
name as they may from time to time determine.


SECTION 2.  DEFINITIONS
Whenever used herein,  unless otherwise  required by the context or specifically
provided:

(a)      The "Trust" refers to the  Massachusetts  business trust established by
         this Agreement and Declaration of Trust, as amended from time to time;

(b)      "Trustees"  refers to the  Trustees  of the Trust  named in  Article IV
         hereof or elected or appointed in accordance with such Article;

(c)      "Shares" means the equal proportionate units of interest into which the
         beneficial  interest in the Trust  property  belonging to any Series of
         the Trust (as the context may  require)  shall be divided  from time to
         time;

(d)      "Shareholder" means a record owner of Shares;

(e)      The "1940 Act" refers to the Investment Company Act of 1940 Act" refers
         to the  Investment  Company  Act of 1940 and the Rules and  Regulations
         thereunder, all as amended from time to time;

(f)      The term  "Commission"  shall mean the  United  States  Securities  and
         Exchange Commission;

(g)      "Declaration  of Trust" shall mean this  Agreement and  Declaration  of
         Trust, as amended or restated from time to time;

(h)      "Bylaws"  shall mean the  Bylaws of the Trust as  amended  from time to
         time;

(i)      "Series Company" refers to the form of registered  open-end  investment
         company  described  in  Section  18(f)(2)  of  the  1940  Act or in any
         successor statutory provision; and

(j)      "Series"  refers to each Series of Shares  established  and  designated
         under or in accordance with the provisions of Article III.  Present and
         future   separate   "Series"  in  the  Trust  may  be  referred  to  as
         "Portfolios"  and  these  terms  may be used  alternatively  in  future
         publications and communications sent to investors.

(k)      "Class" shall have the meaning  prescribed  in the Multiple  Class Plan
         dated August 1, 1997 as amended from time to time (the "Multiple  Class
         Plan").


                                   ARTICLE II
                                PURPOSE OF TRUST

The purpose of the Trust is to provide  investors a managed  investment  company
registered under the 1940 Act and investing one or more portfolios  primarily in
securities and debt instruments.


                                   ARTICLE III
                                     SHARES

SECTION 1.  DIVISION OF BENEFICIAL INTEREST
The  beneficial  interest  in the Trust  shall at all times be  divided  into an
unlimited  number of Shares,  without par value.  Subject to the  provisions  of
Section 6 of this Article III,  each Share shall have voting  rights as provided
in Article V hereof,  and holders of the Shares of any Series  shall be entitled
to receive  dividends,  when and as declared with respect  thereto in the manner
provided in Article VI,  Section 1 hereof.  No Shares shall have any priority or
preference  over any other Share of the same Series with respect to dividends or
distributions  upon  termination of the Trust or of such Series made pursuant to
Article VIII,  Section 4 hereof.  All dividends and distributions  shall be made
ratably among all Shareholders of a particular  Series from the assets belonging
to such Series  according  to the number of Shares of such Series held of record
by each  Shareholder  on the  record  date  for any  dividend  or on the date of
termination,  as the case my be.  Shareholders shall have no preemptive or other
right to subscribe to any additional  Shares or other  securities  issued by the
Trust or any Series.  The  Trustees  may from time to time divide or combine the
Shares of any  particular  Series  into a greater or lesser  number of Shares of
that Series without thereby changing the  proportionate  beneficial  interest of
the Shares of that Series in the assets  belonging  to that Series or in any way
affecting the rights of Shares of any other Series.


SECTION 2.  OWNERSHIP OF SHARES
The  ownership  of  Shares  shall be  recorded  on the  books of the  Trust or a
transfer  or  similar  agent for the  Trust,  which  books  shall be  maintained
separately  for the  Shares  of each  Series.  No  certificates  certifying  the
ownership  of  Shares  shall be  issued  except as the  Trustees  may  otherwise
determine  from time to time.  The Trustees may make such rules as they consider
appropriate for the transfer of Shares of each Series and similar  matters.  The
record books of the Trust as kept by the Trust or any transfer or similar agent,
as the case may be, shall be conclusive as to who are the  Shareholders  of each
Series and as to the number of Shares of each  Series  held from time to time by
each.


SECTION 3.  INVESTMENTS IN THE TRUST
The  Trustees may accept  investments  in the Trust from such  persons,  at such
times,  and on such terms and for such  consideration  as they from time to time
authorize.


SECTION 4.  STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
Shares shall be deemed to be personal  property  giving only the rights provided
in this instrument.  Every  Shareholder by virtue of having become a Shareholder
shall be held to have  expressly  assented and agreed to the terms hereof and to
have become a party hereto.  The death of a Shareholder  during the existence of
the  Trust  shall  not  operate  to  terminate   the  Trust,   nor  entitle  the
representative  of any  deceased  Shareholder  to an  accounting  or to take any
action in court or  elsewhere  against the Trust or the  Trustees,  but entitles
such  representative  only to the right of said deceased  Shareholder under this
Trust.  Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust  property or right to call for a partition
or division of the same or for an accounting , nor shall the ownership of Shares
constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor
any  officer,  employee  or  agent of the  Trust  shall  have any  power to bind
personally any  Shareholders,  nor, except as specifically  provided herein,  to
call upon any  Shareholder  for the  payment  of any sum of money or  assessment
whatsoever  other than such as the Shareholder may at any time personally  agree
to pay.


SECTION 5.  POWER OF TRUSTEES TO CHANGE PROVISIONS RELATING TO SHARES
Notwithstanding  any other  provision of this  Declaration  of Trust and without
limiting the power of the Trustees to amend the Declaration of Trust as provided
elsewhere herein, the Trustees shall have the power to amend this Declaration of
Trust,  at any time and from time to time,  in such manner as the  Trustees  may
determine in their sole discretion,  without the need for Shareholder action, so
as to add to, delete, replace or otherwise modify any provisions relating to the
Shares contained in this Declaration of Trust, provided that before adopting any
such amendment without Shareholder approval the Trustees shall determine that it
is consistent with the fair and equitable  treatment of all Shareholders or that
Shareholder  approval  is not  otherwise  required  by  the  1940  Act or  other
applicable law.

Without  limiting the  generality  of the  foregoing,  the Trustees may, for the
above-stated purposes, amend the Declaration of Trust to:

(a)      create one or more Series of Shares (in addition to any Series  already
         existing  or  otherwise)  with such  rights  and  preferences  and such
         eligibility  requirements for investment  therein as the Trustees shall
         determine and  reclassify  any or all  outstanding  Shares as shares of
         particular Series in accordance with such eligibility requirements;

(b)      amend any of the  provisions set forth in paragraphs (a) through (i) of
         Section 6 of this Article III;

(c)      combine one or more Series of Shares into a single Series on such terms
         and conditions as the Trustees shall determine;

(d)      change or eliminate  any  eligibility  requirements  for  investment in
         Shares of any Series, including without limitation,  to provide for the
         issue  of  Shares  of any  Series  in  connection  with any  merger  or
         consolidation  of the  Trust  with  another  trust  or  company  or any
         acquisition  by the Trust of part or all of the assets of another trust
         or investment company;

(e)      change the designation of any Series of Shares;

(f)      change the method of allocating  dividends  among the various Series of
         Shares;

(g)      allocate  any  specific  assets  or  liabilities  of the  Trust  or any
         specific  items of income or expense of the Trust to one or more Series
         of Shares; and

(h)      specifically  allocate  assets to any or all Series of Shares or create
         one or more  additional  Series of Shares which are preferred  over all
         other  Series of Shares in  respect  of assets  specifically  allocated
         thereto  or any  dividends  paid by the Trust  with  respect to any net
         income, however determined, earned from the investment and reinvestment
         of any assets so  allocated  or  otherwise  and provide for any special
         voting or other rights with respect to such Series.


SECTION 6.  ESTABLISHMENT AND DESIGNATION OF SERIES
The  establishment  and  designation  of any Series of Shares shall be effective
upon  resolution  by a  majority  of  the  then  Trustees,  setting  forth  such
establishment  and  designation  and the relative rights and preferences of such
Series,  or as otherwise  provided in such resolution.  Such  establishment  and
designation  shall be set forth in an amendment to this  Declaration of Trust by
execution of a new Schedule A to this Declaration of Trust.

Shares of each Series  established  pursuant to this Section 6, unless otherwise
provided  in the  resolution  establishing  such  Series or as  modified  by the
Multiple Class Plan, shall have the following rights and preferences:

(a)      ASSETS BELONGING TO SERIES. All consideration received by the Trust for
         the issue or sale of Shares of a particular  Series,  together with all
         assets in which such  consideration  is  invested  or  reinvested,  all
         income,  earnings,  profits,  and proceeds thereof from whatever source
         derived,  including,  without limitation, any proceeds derived from the
         sale, exchange or liquidation of such assets, and any funds or payments
         derived from any  reinvestment  of such  proceeds in whatever  form the
         same may be, shall irrevocably  belong to that Series for all purposes,
         subject only to the rights of creditors,  shall be so recorded upon the
         books of account of the Trust,  and are herein  referred  to as "assets
         belonging  to" that  Series.  In the event that  there are any  assets,
         income, earnings, profits and proceeds thereof, funds or payments which
         are not readily  identifiable  as  belonging to any  particular  Series
         (collectively  "General  Assets"),  the Trustees  shall  allocate  such
         General  Assets  to,  between or among any one or more of the Series in
         such manner and on such basis as they, in their sole  discretion,  deem
         fair and equitable, and any General Assets to, between or among any one
         or more of the  Series in such  manner  and on such  basis as they,  in
         their sole discretion,  deem fair and equitable,  and any General Asset
         so allocated to a particular  Series shall belong to that Series.  Each
         such  allocation by the Trustees  shall be conclusive  and binding upon
         the Shareholders of all Series for all purposes.

(b)      LIABILITIES   BELONGING  TO  SERIES.   The  assets  belonging  to  each
         particular Series shall be charged with the liabilities of the Trust in
         respect to that Series and all  expenses,  costs,  charges and reserves
         attributable to that Series,  and any general  liabilities of the Trust
         which are not  readily  identifiable  as  belonging  to any  particular
         Series shall be allocated  and charged by the Trustees to and among any
         one or more of the  Series  in such  manner  and on such  basis  as the
         Trustees  in  their  sole  discretion  deem  fair  and  equitable.  The
         liabilities,  expenses,  costs,  charges,  and reserves so charged to a
         Series  are  herein  referred  to as  "liabilities  belonging  to" that
         Series. Each allocation of liabilities,  expenses,  costs,  charges and
         reserves  by the  Trustee  shall be  conclusive  and  binding  upon the
         holders of all Series for all purposes.  Under no  circumstances  shall
         the assets  allocated or belonging to any particular  Series be charged
         with liabilities attributable to any other Series. All persons who have
         extended credit which has been allocated to particular  Series,  or who
         have a claim or contract  which has been  allocated  to any  particular
         Series,  shall  look only to the assets of that  particular  Series for
         payment of such credit, claim, or contract.

(c)      INCOME,  DISTRIBUTIONS,  AND REDEMPTIONS.  The Trustees shall have full
         discretion,  to the  extent  not  inconsistent  with the 1940  Act,  to
         determine  which  items  shall be treated as income and which  items as
         capital; and each such determination and allocation shall be conclusive
         and binding upon the Shareholders.  Notwithstanding any other provision
         of this  Declaration,  including,  without  limitation,  Article VI, no
         dividend or distribution  (including,  without limitation,  Article VI,
         any  distribution  paid upon termination of the Trust or of any Series)
         with respect to, nor any redemption or repurchase of, the Shares of any
         Series  shall be  effected  by the Trust  other  than  from the  assets
         belonging  to such  Series,  nor,  except as  specifically  provided in
         Section 7 of this Article III, shall any  Shareholder of any particular
         Series  otherwise have any right or claim against the assets  belonging
         to any other Series except to the extent that such Shareholder has such
         a right or claim hereunder as a Shareholder of such other Series.

(d)      VOTING. All Shares of the Trust entitled to vote on a matter shall vote
         separately by Series.  That is, the  Shareholders  of each Series shall
         have the right to approve or disapprove matters affecting the Trust and
         each respective Series as if the Series were separate companies.  There
         are,  however,  two exceptions to voting by separate Series.  First, if
         the  1940  Act  requires  all  Shares  of the  Trust to be voted in the
         aggregate without differentiation between the separate Series, then all
         Series  shall vote  together.  Second,  if any matter  affects only the
         interests of some but not all Series,  then only such  affected  Series
         shall be entitled to vote on the matter.

(e)      EQUALITY.  All the Shares of each particular  Series shall represent an
         equal  proportionate  interest in the assets  belonging  to that Series
         (subject to the liabilities  belonging to that Series),  and each Share
         of any  particular  Series  shall be equal to each other  Share of that
         Series.

(f)      FRACTIONS. Any fractional Share of a Series shall carry proportionately
         all the  rights  and  obligations  of a  whole  share  of that  Series,
         including  rights  with  respect to voting,  receipt of  dividends  and
         distributions, redemption of Shares and termination of the Trust.

(g)      EXCHANGE  PRIVILEGE.  The Trustees  shall have the authority to provide
         that the  holders  of  Shares  of any  Series  shall  have the right to
         exchange  said Shares for Shares of one or more other  Series of Shares
         in  accordance  with  such   requirements  and  procedures  as  may  be
         established by the Trustees.

(h)      COMBINATION OF SERIES.  The Trustees shall have the authority,  without
         the  approval  of the  Shareholders  of  any  Series  unless  otherwise
         required  by  applicable  law,  to combine  the assets and  liabilities
         belonging  to any  two or  more  Series  into  assets  and  liabilities
         belonging to a single Series.

(i)      ELIMINATION OF SERIES. At any time that there are no Shares outstanding
         of any particular  Series  previously  established and designated,  the
         Trustees may amend this Declaration of Trust to abolish that Series and
         to rescind the establishment and designation thereof, such amendment to
         be  effected  in the  manner  provided  pursuant  to  Section 5 of this
         Article III.


SECTION 7.  INDEMNIFICATION OF SHAREHOLDERS
In case any  Shareholder  or former  Shareholder  shall be held to be personally
liable solely by reason of his or her being or having been a Shareholder and not
because  of his  or her  acts  or  omissions  or for  some  other  reasons,  the
Shareholder   or  former   Shareholder   (or  his  or  her   heirs,   executors,
administrators,  or other legal  representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled out
of the assets of the Trust to be held harmless from and indemnified  against all
loss and expense arising from such liability.


                                   ARTICLE IV
                                  THE TRUSTEES

SECTION 1.  NUMBER, ELECTION AND TENURE
The number of Trustees  shall be such number as shall be fixed from time to time
by a written instrument signed by a majority of the Trustees, provided, however,
that the number of  Trustees  shall in no event be less than three nor more than
15.  The  Trustees  may by vote of a majority  of the  remaining  Trustees  fill
vacancies in the Trustees or remove  Trustees with or without cause by vote of a
majority of the  Trustees  who are  "non-interested"  persons (as defined in the
1940 Act) if the Trustee to be removed is a "non-interested" Trustee, or by vote
of the Trustees who are "interested  persons" if the Trustee to be removed is an
"interested"  Trustee. Each Trustee shall serve during the continued lifetime of
the Trust until he dies,  resigns or is removed,  or, if sooner,  until the next
meeting of  Shareholders  called for the purpose of electing  Trustees and until
the election and qualification of his successor,  except,  that Trustees who are
not "interested persons" or employees of American Century Companies, Inc. or its
affiliates shall retire at the end of the calendar year in which they shall have
reached the age of seventy-five  (75) years.  Any Trustee may resign at any time
by written instrument signed by him and delivered to any officer of the Trust or
to a meeting of the Trustees.  Such resignation  shall be effective upon receipt
unless  specified  to be  effective  at some  other  time.  Except to the extent
expressly  provided in a written  agreement with the Trust, no Trustee resigning
and no Trustee removed shall have any right to any  compensation  for any period
following his resignation or removal, or any right to damages on account of such
removal.  The  Shareholders may fix the number of Trustees and elect Trustees at
any meeting of Shareholders called by the Trustees for that purpose.


SECTION 2.  EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
The death, declination,  resignation,  retirement, removal, or incapacity of the
Trustees, or any of them, shall not operate to annual the Trust or to revoke any
existing  agency  created  pursuant to the terms of this  Declaration  of Trust.
Whenever a vacancy in the number of Trustees shall occur,  until such vacancy is
filled as provided in Article IV,  Section 1 the Trustees in office,  regardless
of their  number,  shall have all the powers  granted to the  Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
A written  instrument  certifying  the  existence  of such  vacancy  signed by a
majority of the Trustees  shall be conclusive  evidence of such vacancy.  In the
event of the death, declination, resignation, retirement, removal, or incapacity
of all  the  then  Trustees  within  a short  period  of time  and  without  the
opportunity  for at  least  one  disinterested  Trustee  being  able to  appoint
additional  Trustees  to fill  vacancies,  the  Trust's  investment  advisor  or
investment advisors jointly, if there is more than one, are empowered to appoint
new Trustees.


SECTION 3.  POWERS
Subject to the  provisions  of this  Declaration  of Trust,  the business of the
Trust shall be managed by the Trustees, and they shall have all powers necessary
or convenient to carry out that responsibility  including the power to engage in
securities  transactions of all kinds on behalf of the Trust.  Without  limiting
the  foregoing,  the  Trustees  may  adopt  Bylaws  not  inconsistent  with this
Declaration of Trust  providing for the regulation and management of the affairs
of the Trust any may amend and repeal them to the extent that such Bylaws do not
reserve that right to the Shareholders; they may fill vacancies in or reduce the
number of  Trustees,  and may elect and remove  such  officers  and  appoint and
terminate such agents as they consider appropriate;  they may appoint from their
own number and establish and terminate one or more committees  consisting of two
or more Trustees  which may exercise the powers and authority of the Trustees to
the extent that the Trustees  determine;  they may employ one or more custodians
of the  assets  of the  Trust  and  may  authorize  such  custodians  to  employ
subcustodians  and to  deposit  all or any part of such  assets  in a system  or
systems for the central  handling of securities or with a Federal  Reserve Bank,
retain a transfer agent or a shareholder  servicing agent, or both,  provide for
the  distribution  of  Shares  by  the  Trust,  through  one or  more  principal
underwriters  or  otherwise,   set  record  dates  for  the   determination   of
Shareholders  with  respect to various  matters,  and in general  delegate  such
authority  as they  consider  desirable  to any  officer  of the  Trust,  to any
committee  of the  Trustees  and to any agent or employee of the Trust or to any
such  custodian,   transfer  or  Shareholder   servicing   agent,  or  principal
underwriter.  Any determination as to what is in the interests of the Trust made
by the Trustees in good faith shall be conclusive.  In construing the provisions
of this  Declaration of Trust,  the presumption  shall be in favor of a grant of
power to the Trustees.

Without limiting the foregoing, the Trustees shall have power and authority:

(a)      to invest and reinvest cash, to hold cast uninvested,  and to subscribe
         for, invest in, reinvest in, purchase or otherwise acquire,  own, hold,
         pledge, sell, assign, transfer, exchange, distribute, lend or otherwise
         deal in or dispose of contracts for the future  acquisition or delivery
         of fixed income or other securities, and securities of every nature and
         kind,  including without  limitation,  all types of bonds,  debentures,
         stocks,   negotiable  or   non-negotiable   instruments,   obligations,
         evidences of  indebtedness,  certificates  of deposit or  indebtedness,
         commercial paper, repurchase agreements, bankers acceptances, and other
         securities of any kind, issued,  created,  guaranteed,  or sponsored by
         any  and  all   persons,   including,   without   limitation,   states,
         territories,  and  possessions of the United States and the District of
         Columbia and any political  subdivision,  agency, or instrumentality of
         the  U.S.   Government,   any  foreign   government  or  any  political
         subdivision of the U.S.  Government or any foreign  government,  or any
         international  instrumentality,  or by any bank or savings institution,
         or by any corporation or  organization  organized under the laws of the
         United States or of any state,  territory, or possession thereof, or by
         any corporation or organization  organized under any foreign law, or in
         "when  issued"  contracts  for  any  such  securities,  to  change  the
         investments  of the assets of the Trust;  and to  exercise  any and all
         rights,  powers and  privileges  of ownership or interest in respect of
         any and all such investments of every kind and description,  including,
         without limitation, the right to consent and otherwise act with respect
         thereto,   with  power  to  designate  one  or  more  persons,   firms,
         associations,  or corporations to exercise any of said rights,  powers,
         and privileges in respect of any of said instruments;

(b)      to sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
         options  with  respect  to or  otherwise  deal in any  property  rights
         relating to any or all of the assets of the Trust;

(c)      to vote or give  assent,  or  exercise  any rights of  ownership,  with
         respect to stock or other  securities  or property;  and to execute and
         deliver  proxies or powers of attorney to such person or persons as the
         Trustees  shall deem  proper,  granting to such person or persons  such
         power and  discretion  with  relation to  securities or property as the
         Trustees shall deem proper;

(d)      to exercise powers and rights of subscription or otherwise which in any
         manner arise out of ownership of securities;

(e)      to hold any  security or property in a form not  indicating  any trust,
         whether in bearer, unregistered or other negotiable form, or in its own
         name or in the name of a  custodian  or  subcustodian  or a nominee  or
         nominees or otherwise;

(f)      to  consent  to or  participate  in any  plan  for the  reorganization,
         consolidation  or merger of any  corporation  or issuer of any security
         which  is  held  in the  Trust;  to  consent  to any  contract,  lease,
         mortgage,  purchase or sale of property by such  corporation or issuer;
         and to pay calls or subscriptions  with respect to any security held in
         the Trust;

(g)      to join with  other  security  holders in acting  through a  committee,
         depositary,  voting  trustee or  otherwise,  and in that  connection to
         deposit any  security  with,  or  transfer  any  security  to, any such
         committee,  depositary  or trustee,  and to delegate to them such power
         and  authority  with  relation  to  any  security  (whether  or  not so
         deposited or  transferred)  as the Trustees  shall deem proper,  and to
         agree to pay, and to pay, such portion of the expenses and compensation
         of such  committee,  depositary  or trustee as the Trustees  shall deem
         proper;

(h)      to  compromise,  arbitrate  or otherwise  adjust  claims in favor of or
         against  the Trust or any  matter  in  controversy,  including  but not
         limited to claims for taxes;

(i)      to enter into joint ventures,  general or limited  partnerships and any
         other combinations or associations;

(j)      to borrow funds or other property;

(k)      to endorse or guarantee  the payment of any notes or other  obligations
         of any  person;  to  make  contracts  of  guaranty  or  suretyship,  or
         otherwise assume liability for payment thereof;

(l)      to purchase and pay for entirely out of Trust  property such  insurance
         as they  may deem  necessary  or  appropriate  for the  conduct  of the
         business,  including,  without limitation,  insurance policies insuring
         the assets of the Trust or payment of  distributions  and  principal on
         its  portfolio   investments,   and  insurance  policies  insuring  the
         Shareholders,   Trustees,   officers,   employees,  agents,  investment
         advisors,  principal  underwriters,  or independent  contractors of the
         Trust,  individually against all claims and liabilities of every nature
         arising by reason of  holding,  being or having held any such office or
         position,  or by reason of any  action  alleged  to have been  taken or
         omitted  by any such  person  as  Trustee,  officer,  employee,  agent,
         investment advisor,  principal underwriter,  or independent contractor,
         including  any  action  taken  or  omitted  that may be  determined  to
         constitute negligence, whether or not the Trust would have the power to
         indemnify such person against liability; and

(m)      to pay  pensions as deemed  appropriate  by the  Trustees and to adopt,
         establish  and carry out pension,  profit-sharing,  share bonus,  share
         purchase,  savings, thrift and other retirement,  incentive and benefit
         plans,  trusts  and  provisions,   including  the  purchasing  of  life
         insurance and annuity contracts as a means of providing such retirement
         and other benefits, for any or all of the Trustees, officers, employees
         and agents of the Trust.

The Trustees  shall not be limited to investing in obligations  maturing  before
the possible  termination  of the Trust.  The  Trustees  shall not in any way be
bound or limited by any present or future law or custom in regard to  investment
by fiduciaries.  The Trustees shall not be required to obtain any court order to
deal with any assets of the Trust or take any other action hereunder.


SECTION 4.  PAYMENT OF EXPENSES BY THE TRUST
The Trustees are  authorized  to pay or cause to be paid out of the principal or
income of the Trust, or partly out of the principal and partly out of income, as
they deem fair, all expenses,  fees, charges,  taxes and liabilities incurred or
arising in  connection  with the Trust,  or in  connection  with the  management
thereof,  including,  but not limited to, the  Trustees'  compensation  and such
expenses  and charges  for the  services  of the  Trust's  officers,  employees,
investment  advisor  or  manager,  principal  underwriter,   auditors,  counsel,
custodian, transfer agent, shareholder servicing agent, and such other agents or
independent  contractors and such other expenses and charges as the Trustees may
deem necessary or proper to incur.


SECTION 5.  PAYMENT OF EXPENSES BY SHAREHOLDERS
The Trustees shall have the power, as frequently as they may determine, to cause
each Shareholder, or each Shareholder of any particular Series, to pay directly,
in  advance or  arrears,  for  charges of the  Trust's  custodian  or  transfer,
Shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees,  by setting off such charges due from such  Shareholder  from declared
but unpaid  dividends  owed such  Shareholder  and/or by reducing  the number of
shares  in the  account  of such  Shareholder  by  that  number  of full  and/or
fractional  Shares which  represents the outstanding  amount of such charges due
from such Shareholder.


SECTION 6.  OWNERSHIP OF ASSETS OF THE TRUST
Title to all of the  assets of the Trust  shall at all  times be  considered  as
vested in the Trustees.


SECTION 7.  SERVICE CONTRACTS
(a)      Subject to such  requirements  and  restrictions as may be set forth in
         the  Bylaws,  the  Trustees  may,  at any time  and from  time to time,
         contract  for  exclusive or  nonexclusive  advisory  and/or  management
         services  for  the  Trust  or for  any  Series  with  American  Century
         Investment   Management,   Inc.  or  any  other   corporation,   trust,
         association  or  other  organization  (the  "Advisor");  and  any  such
         contract may contain  such other terms as the  Trustees may  determine,
         including  without  limitation,  authority for the Advisor to determine
         from time to time without  prior  consultation  with the Trustees  what
         investments  shall  be  purchased,  held,  sold or  exchanged  and what
         portion,  if any, of the assets of the Trust  shall be held  uninvested
         and to make changes in the Trust's investments.

(b)      The Trustees may also, at any time and from time to time, contract with
         any corporation, trust, association, or other organization,  appointing
         it exclusive or nonexclusive  distributor or principal  underwriter for
         the Shares of any,  some,  or all of the  Series.  Every such  contract
         shall  comply with such  requirements  and  restrictions  as may be set
         forth in the Bylaws; and any such contract may contain such other terms
         as the Trustees may determine.

(c)      The Trustees are also empowered,  at any time and from time to time, to
         contract  with  any  corporations,   trust,   associations,   or  other
         organizations,  appointing  it or them  the  transfer  agent(s)  and/or
         shareholders  servicing  agent(s)  for the  Trust or one or more of the
         Series.  Specifically,  the Trustees are  empowered to contract or join
         with  other  investment  companies  managed by the  Trust's  investment
         advisor to have transfer agency and/or shareholder servicing activities
         performed jointly by such investment companies and their employees with
         an appropriate allocation between the investment companies of the costs
         and expenses of providing  such  services.  Every such  contract  shall
         comply with such  requirements  and restrictions as may be set forth in
         the Bylaws or stipulated by resolution of the Trustees.

(d)      The fact that:

         (i)      any of the Shareholders, Trustees, or officers of the Trust is
                  a shareholder,  director, officer, partner, trustee, employee,
                  manager,  advisor,   principal  underwriter,   distributor  or
                  affiliate  or  agent  of  or  for  any   corporation,   trust,
                  association,  or  other  organization,  or for any  parent  or
                  affiliate  of any  organization  with  which  an  advisory  or
                  management   contract,    or   principal    underwriter's   or
                  distributor's contract, or transfer,  Shareholder servicing or
                  other agency  contract may have been or may hereafter be made,
                  or that any such  organization,  or any  parent  or  affiliate
                  thereof,  is a Shareholder or has an interest in the Trust, or
                  that

         (ii)     any corporation, trust, association or other organization with
                  which  an  advisory  or   management   contract  or  principal
                  underwriter's   or   distributor's   contract,   or  transfer,
                  Shareholder  servicing or other agency  contract may have been
                  or may  hereafter  be made also has an advisory or  management
                  contract,   or  principal   underwriter's   or   distributor's
                  contract,  or transfer,  shareholder servicing or other agency
                  contract  with  one  or  more  other   corporations,   trusts,
                  associations, or other organizations, or has other business or
                  interests,  shall not affect the validity of any such contract
                  or disqualify any Shareholder, Trustee or officer of the Trust
                  from voting upon or executing the same or create any liability
                  or accountability to the Trust or its Shareholders.


                                    ARTICLE V
                    SHAREHOLDERS' VOTING POWERS AND MEETINGS

SECTION 1.  VOTING POWERS
Subject to the provisions of Article III, Section 6(d), the  Shareholders  shall
have power to vote only (i) for the  election of Trustees as provided in Article
IV,  Section  1, (ii) to the same  extent as the  stockholders  of a  California
business  corporation  as to whether or not a court action,  proceeding or claim
should or should not be brought or maintained  derivatively or as a class action
on  behalf  of  the  Trust  or  the  Shareholders,  (iii)  with  respect  to the
termination  of the Trust or any Series to the extent and as provided in Article
VIII,  Section 4, and (iv) with respect to such additional  matters  relating to
the Trust as may be required  by this  Declaration  of Trust,  the Bylaws or any
registration  of the Trust with the Commission (or any successor  agency) or any
state, or as the Trustees may consider necessary or desirable.  A Shareholder of
each Series shall be entitled to one vote for each dollar of net asset value per
Share of such  Series,  on any matter on which such  Shareholder  is entitled to
vote and each  fractional  dollar  amount  shall be entitled to a  proportionate
fractional  vote. All references in this Declaration of Trust or the Bylaws to a
vote of, or the holders of, a  percentage  of Shares shall mean a vote of or the
holders of that  percentage  of total  votes  representing  dollars of net asset
value of a  Series  or of the  Trust,  as the  case  may be.  There  shall be no
cumulative voting in the election of Trustees.  Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two or more persons
shall be valid if  executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific  written notice to the contrary from any
one of them. A proxy  purporting to be executed by or on behalf of a Shareholder
shall be deemed  valid  unless  challenged  at or prior to its  exercise and the
burden of proving  invalidity shall rest on the challenger.  At any time when no
Shares of a Series are  outstanding,  the  Trustees  may  exercise all rights of
Shareholders of that Series with respect to matters affecting that Series,  take
any action required by law, this  Declaration of Trust or the Bylaws to be taken
by the Shareholders.


SECTION 2.  VOTING POWER AND MEETINGS
Meetings of the  Shareholders  may be called by the  Trustees for the purpose of
electing  Trustees  as  provided  in  Article  IV,  Section 1 and for such other
purposes as may be  prescribed  by law, by this  Declaration  of Trust or by the
Bylaws.  Meetings of the  Shareholders  may also be called by the Trustees  from
time to time for the purpose of taking  action upon any other  matter  deemed by
the Trustees to be necessary or desirable. A meeting of Shareholders may be held
at any place  designated  by the  Trustees.  Written  notice of any  meeting  of
Shareholders  shall be given or caused to be given by the  Trustees  by  mailing
such notice at least seven days before such meeting,  postage  prepaid,  stating
the time and place of the  meeting,  to each  Shareholder  at the  Shareholder's
address as it appears on the records of the Trust.  Whenever notice of a meeting
is required to be given to a Shareholder  under this Declaration of Trust or the
Bylaws,  a written waiver thereof,  executed before or after the meeting by such
Shareholder or his attorney  thereunto  authorized and filed with the records of
the meeting, shall be deemed equivalent to such notice.


SECTION 3.  QUORUM AND REQUIRED VOTE
Except when a larger quorum is required by  applicable  law, by the Bylaws or by
this  Declaration of Trust,  forty percent (40%) of the Shares  entitled to vote
shall  constitute  a quorum  at a  Shareholders'  meeting.  When any one or more
Series is to vote as a single class  separate from any other Shares which are to
vote on the same matters as a separate class or classes,  forty percent (40%) of
the Shares of each such Series  entitled to vote shall  constitute a quorum at a
Shareholders'  meeting  of that  Series.  Any  meeting  of  Shareholders  may be
adjourned  from time to time by a majority of the votes  properly  cast upon the
question,  whether or not a quorum is  present,  and the  meeting may be held as
adjourned  within a reasonable time after the date set for the original  meeting
without further notice.  Subject to the provisions of Article III, Section 6(d),
when a quorum is present at any  meeting,  a majority of the Shares  voted shall
decide any questions and a plurality shall elect a Trustee, except when a larger
vote is required by any provision of this  Declaration of Trust or the Bylaws or
by applicable law.


SECTION 4.  ACTION BY WRITTEN CONSENT
Any action taken by Shareholders  may be taken without a meeting if Shareholders
holding a majority of the Shares  entitled to vote on the matter (or such larger
proportion  thereof  as shall  be  required  by any  express  provision  of this
Declaration  of Trust or by the Bylaws)  and holding a majority  (or such larger
proportion as aforesaid) of the Shares of any Series entitled to vote separately
on the matter  consent to the action in writing and such  written  consents  are
filed with the records of the meetings of  Shareholders.  Such consent  shall be
treated for all purposes as a vote taken at a meeting of Shareholders.


SECTION 5.  RECORD DATES
For the purpose of determining  the  Shareholders of any Series who are entitled
to vote or act at any meeting or any adjournment  thereof, the Trustees may from
time to time fix a time, which shall be not more than 75 days before the date of
any meeting of Shareholders, as the record date for determining the Shareholders
of such Series having the right to notice of and to vote at such meeting and any
adjournment thereof, and in such case only Shareholders of record on such record
date shall have such right,  notwithstanding any transfer of shares on the books
of the  Trust  after  the  record  date.  For the  purpose  of  determining  the
Shareholders  of any Series who are entitled to receive  payment of any dividend
or of any other  distribution,  the  Trustees  may from time to time fix a date,
which  shall be before the date for the  payment of such  dividend or such other
payment,  as the record date for  determining  the  Shareholders  of such Series
having the right to receive  such  dividend or  distribution.  Without  fixing a
record date the Trustees may for voting and/or  distribution  purposes close the
register  or  transfer  books for one or more  Series for all or any part of the
period between a record date and a meeting of  Shareholders  or the payment of a
distribution.  Nothing in this  section  shall be construed  as  precluding  the
Trustees from setting different record dates for different Series.


SECTION 6.  ADDITIONAL PROVISIONS
The Bylaws may include further  provisions for Shareholders'  votes and meetings
and related matters.


                                   ARTICLE VI
                 NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS

SECTION 1.  DETERMINATION OF NET ASSET VALUE, NET INCOME, AND DISTRIBUTIONS
Subject  to Article  III,  Section 6 hereof,  the  Trustees,  in their  absolute
discretion, may prescribe and shall set forth in the Bylaws or in a duly adopted
resolution of the Shares of any Series or net income  attributable to the Shares
of any Series,  or the declaration and payment of dividends and distributions on
the Shares of any Series, as they may deem necessary or desirable.


SECTION 2.  REDEMPTIONS AND REPURCHASES
The Trust  shall  purchase  such Shares as are  offered by any  Shareholder  for
redemption,  upon the presentation of a proper  instrument of transfer  together
with a request  directed to the Trust or a person  designated  by the Trust that
the Trust purchase such Shares or in accordance  with such other  procedures for
redemption as the Trustees may from time to time  authorize;  and the Trust will
pay therefor the net asset value thereof,  as determined in accordance  with the
Bylaws and applicable law, next determined  under the 1940 Act. Payment for said
Shares shall be made by the Trust to the Shareholder within seven days after the
date on which the request is made in proper form.  The  obligation  set forth in
this Section 2 is subject to the  provision  that in the event that any time the
New York Stock  Exchange is closed for other than  weekends or  holidays,  or if
permitted  by the rules of the  Commission,  during  periods when trading on the
Exchange is restricted or during any emergency which makes it impracticable  for
the Trust to dispose of the investments of the applicable Series or to determine
fairly the value of the net assets  belonging to such Series or during any other
period  permitted by order of the  Commission  for the  protection of investors,
such obligation may be suspended or postponed by the Trustees.


SECTION 3.  REDEMPTIONS AT THE OPTION OF THE TRUST
The Trust shall have the right at its option and at any time to redeem Shares of
any Shareholder at the net asset value thereof as described in Section 1 of this
Article  VI:  (i) if at such time such  Shareholder  owns  Shares of any  Series
having an  aggregate  net  asset  value of less  than an  amount,  not to exceed
$1,000, determined from time to time by the Trustees; or (ii) to the extent that
such  Shareholder  owns Shares equal to or in excess of a percentage  determined
from time to time by the Trustees of the  outstanding  Shares of the Trust or of
any Series.


                                   ARTICLE VII
              COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES

SECTION 1.  COMPENSATION
The non-interested Trustees as such shall be entitled to reasonable compensation
from the Trust, and they may fix the amount of such compensation. Nothing herein
shall in any way prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and payment for the same
by the Trust.


SECTION 2.  LIMITATION OF LIABILITY
The Trustees  shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee,  manager or Principal Underwriter of
the Trust,  nor shall any Trustee be responsible  for the act or omission of any
other Trustee,  but nothing herein  contained  shall protect any Trustee against
any  liability  to which he would  otherwise  be  subject  by  reason  of wilful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office.

Every note,  bond,  contract,  instrument,  certificate or undertaking and every
other act or thing  whatsoever  issued,  executed or done by or on behalf of the
Trust or the  Trustees  or any of them in  connection  with the  Trust  shall be
conclusively  deemed  to have  been  issued,  executed  or done  only in or with
respect to their or his  capacity as Trustees or Trustee,  and such  Trustees or
Trustee shall not be personally liable thereon.


SECTION 3.  INDEMNIFICATION
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  becomes
involved  by virtue of his  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 of the Trustees.


                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 1.  TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE
All persons  extending  credit to,  contracting with or having any claim against
the Trust or any Series  shall look only to the assets of the Trust,  or, to the
extent  that the  liability  of the  Trust may have been  expressly  limited  by
contract to the assets of a particular  Series,  only to the assets belonging to
the  relevant  Series,  for payment  under such credit,  contract or claim;  and
neither the  Shareholders  nor the  Trustees,  nor any of the Trust's  officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect any Trustee against
any  liability  to which such  Trustee  would  otherwise be subject by reason or
wilful  misfeasance,  bad faith,  gross negligence or reckless  disregard of the
duties involved in the conduct of the office of Trustee.

Every note,  bond,  contract,  instrument,  certificate or  undertaking  made or
issued on behalf of the Trust by the  Trustees,  by an  officer or  officers  or
otherwise  may include a notice that this  Declaration  of Trust is on file with
the Secretary of the Commonwealth of Massachusetts and may recite that the note,
bond, contract, instrument,  certificate, or undertaking was executed or made by
or on behalf of the Trust or by them as  Trustee  or  Trustees  or as officer or
officers or otherwise  and not  individually  and that the  obligations  of such
instrument are not binding upon any of them or the Shareholders individually but
are  binding  only upon the assets and  property of the Trust or upon the assets
belonging  to the Series for the benefit of which the  Trustees  have caused the
note,  bond,  contract  instrument,  certificate  or  undertaking  to be made or
issued, and may contain such further recital as he or they may deem appropriate,
but the  omission of any such  recital  shall not operate to bind any Trustee or
Trustees  or  officer  or  officers  or   Shareholders   or  any  other   person
individually.


SECTION 2.  TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY
The exercise by the Trustees of their powers and discretions  hereunder shall be
binding upon everyone  interested.  A Trustee shall be liable for his own wilful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved  in the conduct of the office of Trustee,  and for  nothing  else,  and
shall not be liable for  errors of  judgment  or  mistakes  of fact or law.  The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this  Declaration of Trust, and shall be under no liability for
any act or omission in accordance with such advice or for failing to follow such
advice.  The  Trustees  shall not be required to give any bond as such,  nor any
surety if a bond is required.


SECTION 3.  LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES
No  person  dealing  with the  Trustees  shall  be  bound  to make  any  inquiry
concerning the validity of any transaction made or to be made by the Trustees or
to see to the  application  of any payments made or property  transferred to the
Trust or upon its order.


SECTION 4.  TERMINATION OF TRUST OR SERIES
Unless  terminated  as  provided  herein,   the  Trust  shall  continue  without
limitation of time.  The Trust may be terminated at any time by vote of at least
two-thirds  (66-2/3%)  of the Shares of each  Series  entitled  to vote,  voting
separately by Series,  or by the Trustees by written notice to the Shareholders.
Any  Series  may be  terminated  at any  time  by vote  of at  least  two-thirds
(66-2/3%) of the Shares of that Series or by the  Trustees by written  notice to
the Shareholders of that Series.

Upon termination of the Trust (or any Series,  as the case may be), after paying
or  otherwise  providing  for  all  charges,  taxes,  expenses  and  liabilities
belonging,  severally, to each Series (or the applicable Series, as the case may
be), whether due or accrued or anticipated as may be determined by the Trustees,
the Trust shall,  in accordance  with such  procedures as the Trustees  consider
appropriate,  reduce the remaining assets belonging,  severally,  to each Series
(or the applicable Series, as the case may be), to distributable form in cash or
shares or other  securities,  or any  combination  thereof,  and  distribute the
proceeds belonging to each Series or the applicable Series, as the case may be),
to the Shareholders of that Series, as a Series, ratably according to the number
of  Shares  of that  Series  held by the  several  Shareholders  on the  date of
termination.


SECTION 5.  MERGER AND CONSOLIDATION
The  Trustees may cause the Trust or one or more of its Series to be merged into
or consolidated  with another Trust or company or the Shares  exchanged under or
pursuant to any state or Federal  statute,  if any, or  otherwise  to the extent
permitted  by law.  Such  merger  or  consolidation  or share  exchange  must be
authorized  by vote of a majority  of the  outstanding  Shares of the Trust as a
whole  or any  affected  Series,  as may be  applicable;  provided  that  in all
respects not  governed by statute or  applicable  law,  the Trustees  shall have
power to prescribe the procedure  necessary or  appropriate to accomplish a sale
of assets, merger or consolidation.


SECTION 6.  FILING OF COPIES, REFERENCES, HEADINGS
The original or a copy of this instrument and of each amendment  hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder.  A
copy of this instrument and of each amendment hereto shall be filed by the Trust
with the  Secretary  of the  Commonwealth  of  Massachusetts  and with any other
governmental office where such filing may from time to time be required.  Anyone
dealing with the Trust may rely on a  certificate  by an officer of the Trust as
to whether or not any such  amendments  have been made and as to any  matters in
connection with the Trust hereunder; and, with the same effect as if it were the
original,  may relay on a copy certified by an officer of the Trust to be a copy
of this  instrument,  or of any such  amendments.  In this instrument and in any
such  amendment,  references  to  this  instrument,  and  all  expressions  like
"herein,"  "hereof" and "hereunder," shall be deemed to refer to this instrument
as amended or affected by any such  amendments.  Headings are placed  herein for
convenience of reference only and shall not be taken as a part hereof or control
or  affect  the  meaning,  construction  or  effect  of  this  instrument.  This
instrument may be executed in any number of counterparts  each of which shall be
deemed an original.


SECTION 7.  APPLICABLE LAW
This  Agreement and  Declaration of Trust is created under and is to be governed
by and construed and  administered  according to the laws of the Commonwealth of
Massachusetts.  The Trust shall be of the type commonly  called a  Massachusetts
business  trust,  and without  limiting  the  provisions  hereof,  the Trust may
exercise all powers which are ordinarily exercised by such a trust.


SECTION 8.  AMENDMENTS
This Declaration of Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees.


SECTION 9.  TRUST ONLY
It is the intention of the Trustees to create only the  relationship  of Trustee
and beneficiary  between the Trustees and each Shareholder from time to time. It
is not the  intention of the Trustees to create a general  partnership,  limited
partnership,  joint stock  association,  corporation,  bailment,  or any form of
legal relationship other than a trust. Nothing in this Agreement and Declaration
of Trust shall be construed to make the  Shareholders,  either by  themselves or
with the Trustees, partners or members of a joint stock association.


SECTION 10.  USE OF THE NAME "BENHAM" AND "AMERICAN CENTURY"
American Century Services  Corporation  ("ACSC") has consented to the use by the
Trust of the identifying  words or names "Benham" and "American  Century" in the
names of the Trust and/or its various Series.  Such consent is conditioned  upon
the  employment  of  ACSC,  its  successors  or any  affiliate  thereof,  as the
Advisor/Investment  Manager of the Trust. As between the Trust and itself,  ACSC
controls the use of the name of the Trust insofar as such name contains "Benham"
and/or  "American  Century".  The  name or  identifying  words  "Benham"  and/or
"American  Century" may be used from time to time in other  connections  and for
other purposes by ACSC or its affiliated entities. ACSC may require the Trust to
cease using "Benham" or "American Century" in the name of the Trust if the Trust
ceases to employ,  for any reason,  ACSC,  an  affiliate,  or any  successor  as
Advisor/Investment Manager of the Trust.


         IN WITNESS  WHEREOF,  a majority of the Trustees as aforesaid do hereto
set their hands this 9th day of March,  1998, as an amendment and restatement of
that Agreement and  Declaration of Trust  originally  executed on the 1st day of
May, 1984.


TRUSTEES OF THE AMERICAN CENTURY MUNICIPAL TRUST



/*/Albert A. Eisenstat      3/9/98       /*/Kenneth E. Scott           3/9/98
Albert A. Eisenstat         Date         Kenneth E. Scott              Date



/*/Ronald J. Gilson         3/9/98       /*/Isaac Stein                3/9/98
Ronald J. Gilson            Date         Isaac Stein                   Date



/*/William M. Lyons         3/9/98       /*/James E. Stowers III       3/9/98
William M. Lyons            Date         James E. Stowers III          Date



/*/Myron S. Scholes         3/9/98       /*/Jeanne D. Wohlers          3/9/98
Myron S. Scholes            Date         Jeanne D. Wohlers             Date




                        AMERICAN CENTURY MUNICIPAL TRUST
             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                         (restated as of March 9, 1998)

                                                    SCHEDULE A

Pursuant to Article III,  Section 6, the Trustees hereby establish and designate
the following  Series as Series of the Trust (and the Classes  thereof) with the
relative rights and preferences as described in Section 6:

- ----------------------------------------------- ------------ -------------------
                                                                  Date of
Series                                          Class          Establishment
- ----------------------------------------------- ------------ -------------------
- ----------------------------------------------- ------------ -------------------
Tax-Free Money Market Fund                      Investor         7/31/1984
- ----------------------------------------------- ------------ -------------------
Limited-Term Tax-Free Fund                      Investor          3/1/1993
- ----------------------------------------------- ------------ -------------------
Intermediate-Term Tax-Free Fund                 Investor         7/31/1984
- ----------------------------------------------- ------------ -------------------
Long-Term Tax-Free Fund                         Investor         7/31/1984
- ----------------------------------------------- ------------ -------------------
High-Yield Municipal Fund                       Investor         12/15/1997
- ----------------------------------------------- ------------ -------------------
Florida Municipal Money Market Fund             Investor         4/11/1994
- ----------------------------------------------- ------------ -------------------
Florida Intermediate-Term Municipal Fund        Investor         4/11/1994
- ----------------------------------------------- ------------ -------------------
Arizona Intermediate-Term Municipal Fund        Investor         4/11/1994
- ----------------------------------------------- ------------ -------------------

This  Schedule  A shall  supersede  any  previously  adopted  Schedule  A to the
Declaration of Trust.


TRUSTEES OF THE AMERICAN CENTURY MUNICIPAL TRUST



/*/Albert A. Eisenstat      3/1/98       /*/Kenneth E. Scott           3/1/98
Albert A. Eisenstat         Date         Kenneth E. Scott              Date



/*/Ronald J. Gilson         3/1/98       /*/Isaac Stein                3/1/98
Ronald J. Gilson            Date         Isaac Stein                   Date



/*/William M. Lyons         3/1/98       /*/James E. Stowers III       3/1/98
William M. Lyons            Date         James E. Stowers III          Date



/*/Myron S. Scholes         3/1/98       /*/Jeanne D. Wohlers          3/1/98
Myron S. Scholes            Date         Jeanne D. Wohlers             Date



*By /*/Charles C.S. Park                                  Date: March 1, 1999
    Charles C.S. Park, Esq.
    Pursuant to Power of Attorney dated December 18, 1998

                                CHARLES C.S. PARK
                                 ATTORNEY AT LAW
                              1665 CHARLESTON ROAD
                         MOUNTAIN VIEW, CALIFORNIA 94043
                             TELEPHONE (650)965-8300
                            TELECOPIER (650)964-9591

July 8, 1999

American Century Municipal Trust
American Century Tower
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

         As counsel to American  Century  Municipal  Trust (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. 27 to its  Registration  Statement on Form N-1A,  to be
filed with the Securities and Exchange  Commission on July 8, 1999,  will,  when
issued, be validly issued, fully paid and nonassessable.

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

         I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to
Post-Effective Amendment No. 26 and Amendment No. 27, 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
Municipal  Trust,  hereinafter  called the  "Trust",  and certain  trustees  and
officers of the Trust, do hereby  constitute and appoint George A. Rio, David C.
Tucker, Douglas A. Paul, Charles A. Etherington, and Charles C.S. Park, and each
of them individually, their true and lawful attorneys and agents to take any and
all action and execute any and all  instruments  which said attorneys and agents
may  deem  necessary  or  advisable  to  enable  the  Trust to  comply  with the
Securities  Act of 1933 and/or the  Investment  Company Act of 1940, as amended,
and any rules,  regulations,  orders, or other requirements of the United States
Securities  and  Exchange   Commission   thereunder,   in  connection  with  the
registration  under the Securities Act of 1933 and/or the Investment Company Act
of 1940,  as amended,  including  specifically,  but without  limitation  of the
foregoing,  power and  authority to sign the name of the Trust in its behalf and
to affix its seal,  and to sign the names of each of such  trustees and officers
in  their  capacities  as  indicated,  to any  amendment  or  supplement  to the
Registration  Statement filed with the Securities and Exchange  Commission under
the  Securities  Act of 1933  and/or  the  Investment  Company  Act of 1940,  as
amended,  and to any  instruments or documents filed or to be filed as a part of
or in connection with such Registration  Statement;  and each of the undersigned
hereby  ratifies  and confirms  all that said  attorneys  and agents shall do or
cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  the Trust has caused this Power to be executed by
its duly authorized officers on this the 18th day of December, 1998.

                                            AMERICAN CENTURY MUNICIPAL TRUST


                                            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 Principal             Trustee
Financial Officer

/s/ Maryanne Roepke                                      /s/ Myron S. Scholes
MARYANNE ROEPKE                                          MYRON S. SCHOLES
Vice President and Treasurer                             Trustee


/s/ James E. Stowers III                                 /s/ Kenneth E. Scott
JAMES E. STOWERS, III                                    KENNETH E. SCOTT
Trustee                                                  Trustee


/s/ William M. Lyons                                     /s/ Isaac Stein
WILLIAM M. LYONS                                         ISAAC STEIN
Trustee                                                  Trustee


/s/ Albert A. Eisenstat                                  /s/ Jeanne D. Wohlers
ALBERT A. EISENSTAT                                      JEANNE D. WOHLERS
Trustee                                                  Trustee


Attest:

By:    /s/ Douglas A. Paul
       Douglas A. Paul, Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 1
   <NAME> TAX-FREE MONEY MARKET

<S>                                           <C>
<PERIOD-TYPE>                         12-MOS
<FISCAL-YEAR-END>                     MAY-31-1999
<PERIOD-END>                          MAY-31-1999
<INVESTMENTS-AT-COST>                         278,858,383
<INVESTMENTS-AT-VALUE>                        278,858,383
<RECEIVABLES>                                   7,062,481
<ASSETS-OTHER>                                  1,485,151
<OTHER-ITEMS-ASSETS>                                    0
<TOTAL-ASSETS>                                287,406,015
<PAYABLE-FOR-SECURITIES>                        4,170,719
<SENIOR-LONG-TERM-DEBT>                                 0
<OTHER-ITEMS-LIABILITIES>                         189,451
<TOTAL-LIABILITIES>                             4,360,170
<SENIOR-EQUITY>                                         0
<PAID-IN-CAPITAL-COMMON>                      283,003,220
<SHARES-COMMON-STOCK>                         283,003,220
<SHARES-COMMON-PRIOR>                         444,257,220
<ACCUMULATED-NII-CURRENT>                               0
<OVERDISTRIBUTION-NII>                                  0
<ACCUMULATED-NET-GAINS>                            42,626
<OVERDISTRIBUTION-GAINS>                                0
<ACCUM-APPREC-OR-DEPREC>                                0
<NET-ASSETS>                                  283,045,845
<DIVIDEND-INCOME>                                       0
<INTEREST-INCOME>                              13,729,550
<OTHER-INCOME>                                          0
<EXPENSES-NET>                                 (1,232,979)
<NET-INVESTMENT-INCOME>                        12,496,571
<REALIZED-GAINS-CURRENT>                           22,974
<APPREC-INCREASE-CURRENT>                               0
<NET-CHANGE-FROM-OPS>                          12,519,545
<EQUALIZATION>                                          0
<DISTRIBUTIONS-OF-INCOME>                     (12,496,571)
<DISTRIBUTIONS-OF-GAINS>                                0
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                       564,457,326
<NUMBER-OF-SHARES-REDEEMED>                  (737,066,946)
<SHARES-REINVESTED>                            11,355,619
<NET-CHANGE-IN-ASSETS>                       (161,231,026)
<ACCUMULATED-NII-PRIOR>                                 0
<ACCUMULATED-GAINS-PRIOR>                          19,651
<OVERDISTRIB-NII-PRIOR>                                 0
<OVERDIST-NET-GAINS-PRIOR>                              0
<GROSS-ADVISORY-FEES>                           1,232,979
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                 1,232,979
<AVERAGE-NET-ASSETS>                          403,738,344
<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>                                      0.31
[AVG-DEBT-OUTSTANDING]                                  0
[AVG-DEBT-PER-SHARE]                                 0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 2
   <NAME> FLORIDA MUNICIPAL MONEY MARKET

<S>                                           <C>
<PERIOD-TYPE>                         12-MOS
<FISCAL-YEAR-END>                     MAY-31-1999
<PERIOD-END>                          MAY-31-1999
<INVESTMENTS-AT-COST>                          86,992,806
<INVESTMENTS-AT-VALUE>                         86,992,806
<RECEIVABLES>                                     618,857
<ASSETS-OTHER>                                    466,824
<OTHER-ITEMS-ASSETS>                                    0
<TOTAL-ASSETS>                                 88,078,487
<PAYABLE-FOR-SECURITIES>                          511,473
<SENIOR-LONG-TERM-DEBT>                                 0
<OTHER-ITEMS-LIABILITIES>                          57,557
<TOTAL-LIABILITIES>                               569,030
<SENIOR-EQUITY>                                         0
<PAID-IN-CAPITAL-COMMON>                       87,509,457
<SHARES-COMMON-STOCK>                          87,509,457
<SHARES-COMMON-PRIOR>                         109,684,321
<ACCUMULATED-NII-CURRENT>                               0
<OVERDISTRIBUTION-NII>                                  0
<ACCUMULATED-NET-GAINS>                                 0
<OVERDISTRIBUTION-GAINS>                                0
<ACCUM-APPREC-OR-DEPREC>                                0
<NET-ASSETS>                                   87,509,457
<DIVIDEND-INCOME>                                       0
<INTEREST-INCOME>                               3,459,733
<OTHER-INCOME>                                          0
<EXPENSES-NET>                                   (511,359)
<NET-INVESTMENT-INCOME>                         2,948,374
<REALIZED-GAINS-CURRENT>                                0
<APPREC-INCREASE-CURRENT>                               0
<NET-CHANGE-FROM-OPS>                                   0
<EQUALIZATION>                                          0
<DISTRIBUTIONS-OF-INCOME>                      (2,948,374)
<DISTRIBUTIONS-OF-GAINS>                                0
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                       136,641,148
<NUMBER-OF-SHARES-REDEEMED>                  (161,316,337)
<SHARES-REINVESTED>                             2,500,325
<NET-CHANGE-IN-ASSETS>                        (22,174,864)
<ACCUMULATED-NII-PRIOR>                                 0
<ACCUMULATED-GAINS-PRIOR>                               0
<OVERDISTRIB-NII-PRIOR>                                 0
<OVERDIST-NET-GAINS-PRIOR>                              0
<GROSS-ADVISORY-FEES>                             511,473
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                   569,030
<AVERAGE-NET-ASSETS>                          102,463,682
<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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 8
   <NAME> INTERMEDIATE-TERM TAX-FREE
<MULTIPLIER>                                         1000

<S>                                           <C>
<PERIOD-TYPE>                         12-MOS
<FISCAL-YEAR-END>                     MAY-31-1999
<PERIOD-END>                          MAY-31-1999
<INVESTMENTS-AT-COST>                             143,097
<INVESTMENTS-AT-VALUE>                            147,104
<RECEIVABLES>                                       2,475
<ASSETS-OTHER>                                        223
<OTHER-ITEMS-ASSETS>                                    0
<TOTAL-ASSETS>                                    149,802
<PAYABLE-FOR-SECURITIES>                                0
<SENIOR-LONG-TERM-DEBT>                                 0
<OTHER-ITEMS-LIABILITIES>                             124
<TOTAL-LIABILITIES>                                   124
<SENIOR-EQUITY>                                         0
<PAID-IN-CAPITAL-COMMON>                          145,314
<SHARES-COMMON-STOCK>                              14,406
<SHARES-COMMON-PRIOR>                              13,103
<ACCUMULATED-NII-CURRENT>                               0
<OVERDISTRIBUTION-NII>                                  0
<ACCUMULATED-NET-GAINS>                               359
<OVERDISTRIBUTION-GAINS>                                0
<ACCUM-APPREC-OR-DEPREC>                            4,005
<NET-ASSETS>                                      149,678
<DIVIDEND-INCOME>                                       0
<INTEREST-INCOME>                                   7,317
<OTHER-INCOME>                                          0
<EXPENSES-NET>                                       (742)
<NET-INVESTMENT-INCOME>                             6,575
<REALIZED-GAINS-CURRENT>                              765
<APPREC-INCREASE-CURRENT>                          (1,787)
<NET-CHANGE-FROM-OPS>                               5,553
<EQUALIZATION>                                          0
<DISTRIBUTIONS-OF-INCOME>                          (6,575)
<DISTRIBUTIONS-OF-GAINS>                           (1,057)
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                             4,768
<NUMBER-OF-SHARES-REDEEMED>                        (4,060)
<SHARES-REINVESTED>                                   595
<NET-CHANGE-IN-ASSETS>                             11,771
<ACCUMULATED-NII-PRIOR>                                 0
<ACCUMULATED-GAINS-PRIOR>                              57
<OVERDISTRIB-NII-PRIOR>                                 0
<OVERDIST-NET-GAINS-PRIOR>                              0
<GROSS-ADVISORY-FEES>                                 734
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                       742
<AVERAGE-NET-ASSETS>                              145,389
<PER-SHARE-NAV-BEGIN>                               10.52
<PER-SHARE-NII>                                      0.48
<PER-SHARE-GAIN-APPREC>                             (0.05)
<PER-SHARE-DIVIDEND>                                (0.48)
<PER-SHARE-DISTRIBUTIONS>                           (0.08)
<RETURNS-OF-CAPITAL>                                 0.00
<PER-SHARE-NAV-END>                                 10.39
<EXPENSE-RATIO>                                      0.51
[AVG-DEBT-OUTSTANDING]                                  0
[AVG-DEBT-PER-SHARE]                                 0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 4
   <NAME> FLORIDA INTERMEDIATE-TERM MUNICIPAL

<S>                                           <C>
<PERIOD-TYPE>                         12-MOS
<FISCAL-YEAR-END>                     MAY-31-1999
<PERIOD-END>                          MAY-31-1999
<INVESTMENTS-AT-COST>                          44,212,088
<INVESTMENTS-AT-VALUE>                         44,731,285
<RECEIVABLES>                                   1,639,863
<ASSETS-OTHER>                                          0
<OTHER-ITEMS-ASSETS>                                    0
<TOTAL-ASSETS>                                 46,371,148
<PAYABLE-FOR-SECURITIES>                        1,257,866
<SENIOR-LONG-TERM-DEBT>                                 0
<OTHER-ITEMS-LIABILITIES>                         734,690
<TOTAL-LIABILITIES>                             1,992,556
<SENIOR-EQUITY>                                         0
<PAID-IN-CAPITAL-COMMON>                       43,829,816
<SHARES-COMMON-STOCK>                           4,225,221
<SHARES-COMMON-PRIOR>                           2,803,892
<ACCUMULATED-NII-CURRENT>                               0
<OVERDISTRIBUTION-NII>                                  0
<ACCUMULATED-NET-GAINS>                            41,492
<OVERDISTRIBUTION-GAINS>                                0
<ACCUM-APPREC-OR-DEPREC>                          507,284
<NET-ASSETS>                                   44,378,592
<DIVIDEND-INCOME>                                       0
<INTEREST-INCOME>                               1,637,704
<OTHER-INCOME>                                          0
<EXPENSES-NET>                                   (180,406)
<NET-INVESTMENT-INCOME>                         1,457,298
<REALIZED-GAINS-CURRENT>                          290,688
<APPREC-INCREASE-CURRENT>                        (239,507)
<NET-CHANGE-FROM-OPS>                           1,508,479
<EQUALIZATION>                                          0
<DISTRIBUTIONS-OF-INCOME>                      (1,457,298)
<DISTRIBUTIONS-OF-GAINS>                         (381,472)
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                         3,423,113
<NUMBER-OF-SHARES-REDEEMED>                    (2,100,988)
<SHARES-REINVESTED>                                99,204
<NET-CHANGE-IN-ASSETS>                         14,773,380
<ACCUMULATED-NII-PRIOR>                                 0
<ACCUMULATED-GAINS-PRIOR>                         397,759
<OVERDISTRIB-NII-PRIOR>                                 0
<OVERDIST-NET-GAINS-PRIOR>                              0
<GROSS-ADVISORY-FEES>                             177,067
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                   180,406
<AVERAGE-NET-ASSETS>                           35,253,814
<PER-SHARE-NAV-BEGIN>                               10.56
<PER-SHARE-NII>                                      0.44
<PER-SHARE-GAIN-APPREC>                              0.05
<PER-SHARE-DIVIDEND>                                (0.44)
<PER-SHARE-DISTRIBUTIONS>                           (0.11)
<RETURNS-OF-CAPITAL>                                 0.00
<PER-SHARE-NAV-END>                                 10.50
<EXPENSE-RATIO>                                      0.51
[AVG-DEBT-OUTSTANDING]                                  0
[AVG-DEBT-PER-SHARE]                                 0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 5
   <NAME> ARIZONA INTERMEDIATE-TERM MUNICIPAL

<S>                                           <C>
<PERIOD-TYPE>                         12-MOS
<FISCAL-YEAR-END>                     MAY-31-1999
<PERIOD-END>                          MAY-31-1999
<INVESTMENTS-AT-COST>                          45,883,204
<INVESTMENTS-AT-VALUE>                         46,807,827
<RECEIVABLES>                                     951,259
<ASSETS-OTHER>                                          0
<OTHER-ITEMS-ASSETS>                                    0
<TOTAL-ASSETS>                                 47,759,086
<PAYABLE-FOR-SECURITIES>                        2,019,143
<SENIOR-LONG-TERM-DEBT>                                 0
<OTHER-ITEMS-LIABILITIES>                         330,304
<TOTAL-LIABILITIES>                             2,349,447
<SENIOR-EQUITY>                                         0
<PAID-IN-CAPITAL-COMMON>                       44,366,127
<SHARES-COMMON-STOCK>                           4,274,791
<SHARES-COMMON-PRIOR>                           3,753,594
<ACCUMULATED-NII-CURRENT>                               0
<OVERDISTRIBUTION-NII>                                  0
<ACCUMULATED-NET-GAINS>                           118,889
<OVERDISTRIBUTION-GAINS>                                0
<ACCUM-APPREC-OR-DEPREC>                          924,623
<NET-ASSETS>                                   45,409,639
<DIVIDEND-INCOME>                                       0
<INTEREST-INCOME>                               2,071,713
<OTHER-INCOME>                                          0
<EXPENSES-NET>                                   (221,221)
<NET-INVESTMENT-INCOME>                         1,850,492
<REALIZED-GAINS-CURRENT>                          303,577
<APPREC-INCREASE-CURRENT>                        (307,941)
<NET-CHANGE-FROM-OPS>                           1,846,128
<EQUALIZATION>                                          0
<DISTRIBUTIONS-OF-INCOME>                      (1,850,492)
<DISTRIBUTIONS-OF-GAINS>                         (268,298)
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                         1,512,103
<NUMBER-OF-SHARES-REDEEMED>                    (1,140,362)
<SHARES-REINVESTED>                               149,456
<NET-CHANGE-IN-ASSETS>                          5,362,303
<ACCUMULATED-NII-PRIOR>                                 0
<ACCUMULATED-GAINS-PRIOR>                          83,610
<OVERDISTRIB-NII-PRIOR>                                 0
<OVERDIST-NET-GAINS-PRIOR>                              0
<GROSS-ADVISORY-FEES>                             217,624
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                   221,221
<AVERAGE-NET-ASSETS>                           43,063,897
<PER-SHARE-NAV-BEGIN>                               10.67
<PER-SHARE-NII>                                      0.46
<PER-SHARE-GAIN-APPREC>                              0.01
<PER-SHARE-DIVIDEND>                                (0.46)
<PER-SHARE-DISTRIBUTIONS>                           (0.06)
<RETURNS-OF-CAPITAL>                                 0.00
<PER-SHARE-NAV-END>                                 10.62
<EXPENSE-RATIO>                                      0.51
[AVG-DEBT-OUTSTANDING]                                  0
[AVG-DEBT-PER-SHARE]                                 0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 9
   <NAME> LONG-TERM TAX-FREE
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<S>                                           <C>
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<PERIOD-END>                          MAY-31-1999
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<INVESTMENTS-AT-VALUE>                            116,430
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<DIVIDEND-INCOME>                                       0
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<PER-SHARE-GAIN-APPREC>                             (0.15)
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[AVG-DEBT-OUTSTANDING]                                  0
[AVG-DEBT-PER-SHARE]                                 0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 7
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<S>                                           <C>
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[AVG-DEBT-OUTSTANDING]                                  0
[AVG-DEBT-PER-SHARE]                                 0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000746458
<NAME> AMERICAN CENTURY MUNICIPAL TRUST
<SERIES>
   <NUMBER> 10
   <NAME> HIGH-YIELD MUNICIPAL
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<S>                                           <C>
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<FISCAL-YEAR-END>                     MAY-31-1999
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<EXPENSE-RATIO>                                      0.01
[AVG-DEBT-OUTSTANDING]                                  0
[AVG-DEBT-PER-SHARE]                                 0.00


</TABLE>


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