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                                                      PricewaterhouseCoopers LLP
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                                                 DRAFT OF OPINION ANTICIPATED
                                                 TO BE RENDERED AT CLOSING


                                _______________, 2002


Board of Trustees
American Century California Tax-Free and Municipal Funds
4500 Main Street
Kansas City, Missouri 64141-6200

Gentlemen:

         You have requested our opinion regarding certain Federal income tax
consequences to the American Century California Municipal Money Market Fund (the
"Fund"), a series of American Century California Tax-Free and Municipal Funds
(the "Trust"), to American Century California Tax-Free Money Market Fund
("Acquiring"), another series of Trust, and to the holders of the shares of the
Fund, in connection with the proposed transfer of substantially all of the
properties of Fund to Acquiring in exchange solely for voting shares of
Acquiring ("Acquiring Shares") and the assumption by Acquiring of Fund's
liabilities, followed by the distribution of such Acquiring Shares received by
Fund in complete liquidation and termination of Fund (the "Reorganization"), all
pursuant to the Agreement and Plan of Reorganization (the "Agreement") included
as an exhibit to Form N-14 filed by Trust on ___________, 2002 (the "Form N-14")
with the Securities and Exchange Commission.

         For purposes of this opinion, we have examined and rely upon the
following: (1) the Agreement; (2) the Form N-14; and (3) such other documents
and instruments as we have deemed necessary or appropriate. We assume that the
Reorganization will be carried out in accordance with the terms of the Agreement
and as described in the documents and instruments we have examined.

This opinion is based upon the assumption by us that Fund and Acquiring have and
that they will each separately qualify and be treated as regulated investment
companies under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code") for their respective taxable years that includes the closing date
of the Reorganization. If this


Board of Trustees
American Century California Tax-Free and Municipal Funds
____________, 2002
Page 2




assumption is not correct, the Reorganization may not qualify as a tax-free
reorganization and, therefore, our opinion could be altered. For purposes of
rendering this opinion, we have not been requested to undertake, nor have we
undertaken, any investigation or inquiry as to whether this assumption is and
will be correct.

         Based upon and subject to the foregoing and the conditions below, it is
our opinion that, for Federal income tax purposes:

         (1) The transfer to Acquiring of substantially all of Fund's properties
         in exchange solely for Acquiring Shares and the assumption by Acquiring
         of Fund's liabilities, followed by the distribution of Acquiring Shares
         received by Fund in the Reorganization and of any money and other
         property of Fund to the shareholders of Fund in complete liquidation
         and termination of Fund, will constitute a reorganization within the
         meaning of section 368(a)(1) of the Code. The Fund and Acquiring will
         each be "a party to a reorganization" within the meaning of Section
         368(b) of the Code.

         (2) No gain or loss will be recognized by Fund upon the transfer to
         Acquiring of substantially all of Fund's properties in exchange solely
         for Acquiring Shares and the assumption by Acquiring of Fund's
         liabilities or upon the distribution of the Acquiring Shares received
         by Fund in the Reorganization to Fund shareholders in complete
         liquidation and termination of Fund.

         (3) Acquiring will recognize no gain or loss upon receiving properties
         of the Fund in exchange for Acquiring Shares and the assumption by
         Acquiring of Fund's liabilities.

         (4) No gain or loss will be recognized by a shareholder of Fund on the
         distribution to such shareholder by Fund of Acquiring Shares received
         in the Reorganization in exchange for shares of Fund.

         (5) The basis to Acquiring of the properties of Fund transferred to
         Acquiring in the Reorganization will be the same as the basis of those
         properties in the hands of Fund immediately before the exchange.

         (6) The basis of Acquiring Shares received by a shareholder of Fund in
         the Reorganization will be the same in the aggregate as the basis of
         Fund shares surrendered by the shareholder in exchange therefor.

         (7) A Fund shareholder's holding period for the Acquiring Shares
         received by the shareholder in the Reorganization will include the
         holding period during which the shareholder held the Fund shares
         surrendered in exchange therefor, provided that the shareholder held
         such Fund shares as a capital asset on the date of the Reorganization.

PricewaterhouseCoopers


Board of Trustees
American Century California Tax-Free and Municipal Funds
____________, 2002
Page 3


         (8) Acquiring's holding periods with respect to Fund's properties that
         Acquiring acquires in the Reorganization will include the respective
         periods for which those properties were held by Fund (except to the
         extent that an activity or investment of Acquiring has the effect of
         diminishing or eliminating a holding period with respect to an asset).

         The conclusions reached in this opinion represent and are based upon
our best judgment regarding the application of Federal income tax laws arising
under the Code, judicial decisions, administrative regulations, published
rulings and other tax authorities existing as of the date of this opinion. This
opinion is not binding upon the Internal Revenue Service or the courts and there
is no guarantee that the Internal Revenue Service will not successfully assert
or that a court would not sustain a contrary position. Furthermore, no assurance
can be given that future legislative or administrative changes, on either a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein. PricewaterhouseCoopers LLP undertakes no
responsibility to advise any party or shareholder of any new developments in the
application or interpretation of the Federal income tax laws.

         This opinion does not address any Federal tax consequences of the
transactions set forth herein, or transactions related or proximate to such
transactions, except as specifically set forth herein. This opinion does not
address any state, local, foreign, or other tax consequences that may result
from any of the transactions set forth herein, or transactions related to such
transactions. This opinion may not be relied upon by any other party to this
transaction or in any other transaction without our prior written consent.

         This opinion is based upon the representations made to us and upon the
documents, facts, and assumptions that have been included or referenced herein.
In rendering our opinion, we have relied upon such representations, documents
and facts as being true, accurate and authentic without independent verification
on our part. Our opinion may be altered if all the transactions described herein
are not consummated as described herein without waiver or breach of any material
provision thereof or if the facts and assumptions set forth herein or the
representations made to us are not true and accurate at all relevant times. In
the event any one of the facts or assumptions is incorrect, in whole or in part,
the conclusions reached in this opinion might be adversely affected.

PricewaterhouseCoopers


Board of Trustees
American Century California Tax-Free and Municipal Funds
____________, 2002
Page 4



         We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except the
Reorganization.



                                                     Very truly yours,