-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BtMM1QCabVFE8T5F8dnRBo5AjkNyehGzb6kRtgXhs+po3XiJ5H357fosyyhpMxkW Hkd27cu21qbXgRHKg5D0lA== 0000717316-04-000015.txt : 20041025 0000717316-04-000015.hdr.sgml : 20041025 20041025154801 ACCESSION NUMBER: 0000717316-04-000015 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041025 DATE AS OF CHANGE: 20041025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CENTURY CALIFORNIA TAX FREE & MUNICIPAL FUNDS CENTRAL INDEX KEY: 0000717316 IRS NUMBER: 946562826 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-82734 FILM NUMBER: 041094035 BUSINESS ADDRESS: STREET 1: 1665 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 8003218321 MAIL ADDRESS: STREET 1: 1665 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE TRUST / DATE OF NAME CHANGE: 19960815 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE TRUST DATE OF NAME CHANGE: 19910218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CENTURY CALIFORNIA TAX FREE & MUNICIPAL FUNDS CENTRAL INDEX KEY: 0000717316 IRS NUMBER: 946562826 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03706 FILM NUMBER: 041094036 BUSINESS ADDRESS: STREET 1: 1665 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 8003218321 MAIL ADDRESS: STREET 1: 1665 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE TRUST / DATE OF NAME CHANGE: 19960815 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE TRUST DATE OF NAME CHANGE: 19910218 485APOS 1 pea37-2004.htm POST-EFFECTIVE AMENDMENT NO. 37 POST-EFFECTIVE AMENDMENT NO. 37

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              [X]

     Pre-Effective Amendment No.                                     [ ]

     Post-Effective Amendment No. 37                                 [X]

                             and/or

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

     Amendment No. 41                                               [X]

                        (Check appropriate box or boxes.)

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


                     4500 Main Street, Kansas City, MO 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, 9th Floor, Kansas City, MO 64111
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

          Approximate Date of Proposed Public Offering: January 1, 2005

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)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [X] on (January 1, 2005) 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.



YOUR AMERICAN CENTURY INVESTMENTS PROSPECTUS INVESTOR CLASS CALIFORNIA TAX-FREE MONEY MARKET FUND CALIFORNIA LIMITED-TERM TAX-FREE FUND CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND JANUARY 1, 2005 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. American Century Investment Services, Inc. Dear Investor, American Century Investments is committed to helping you achieve your financial goals. That's why we focus on achieving superior results and building long-term relationships with our investors. We believe an important first step is to provide you with an easy-to-read prospectus. In the prospectus, you will find the information you need to make confident decisions about your investments. For example, you can find a fund's objectives, performance history, fees and much more. Additionally, this information is useful when comparing funds. We realize you may have questions after reading this prospectus. If so, please contact our Investor Relations Representatives at 1-800-345-2021. They are available weekdays from 7 a.m. to 7 p.m. and Saturdays from 9 a.m. to 2 p.m. Central time. If you prefer, you can visit our Web site, americancentury.com, for information that may help answer many of your questions. Thank you for considering American Century for your investment needs. Sincerely, Donna Byers Senior Vice President Direct Sales and Services American Century Services Corporation American Century Investments, Inc. P.O. Box 419200, Kansas City, MO 64141-6200 The American Century logo, American Century and American Century Investments are service marks of American Century Services Corporation. TABLE OF CONTENTS AN OVERVIEW OF THE FUNDS......................................................X FUND PERFORMANCE HISTORY......................................................X California Tax-Free Money Market Fund...................................X California Limited-Term Tax-Free Fund California Intermediate-Term Tax-Free Fund California Long-Term Tax-Free Fund......................................X FEES AND EXPENSES.............................................................X OBJECTIVES, STRATEGIES AND RISKS..............................................X California Tax-Free Money Market Fund...................................X California Limited-Term Tax-Free Fund California Intermediate-Term Tax-Free Fund California Long-Term Tax-Free Fund......................................X BASICS OF FIXED-INCOME INVESTING..............................................X MANAGEMENT....................................................................X INVESTING WITH AMERICAN CENTURY...............................................X SHARE PRICE AND DISTRIBUTIONS.................................................X TAXES.........................................................................X FINANCIAL HIGHLIGHTS..........................................................X THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION. AN OVERVIEW OF THE FUNDS WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES? The funds seek safety of principal and high current income that is exempt from federal and California income taxes. WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS? The fund managers invest at least 80% of the funds' assets in DEBT SECURITIES issued by cities, counties and other municipalities in California and U.S. territories, such as Puerto Rico, that have interest exempt from federal and California income taxes. Each of the funds invests in different types of these municipal debt securities and has different risks. The following chart shows the differences among the funds' primary investments and principal risks. It is designed to help you compare these funds with each other; it should not be used to compare these funds with other mutual funds. A more detailed description of the funds' investment strategies and risks begins on page x. DEBT SECURITIES INCLUDE FIXED-INCOME INVESTMENTS SUCH AS NOTES, BONDS, COMMERCIAL PAPER AND U.S. TREASURY SECURITIES. VERY SHORT-TERM DEBT SECURITIES (THOSE WITH MATURITIES SHORTER THAN 397 DAYS) ARE CALLED MONEY MARKET INSTRUMENTS. FUND PRIMARY INVESTMENTS PRINCIPAL RISKS LOWER INCOME California Tax-Free High-quality, very California economic risk MORE LIQUID Money Market short-term debt securities Lowest credit risk SHORTER TERM Lowest interest rate risk Lowest liquidity risk California Limited-Term Quality debt securities California economic risk Tax-Free with a weighted average Moderate credit risk maturity of 1-5 years Low interest rate risk Moderate liquidity risk California Intermediate- Quality debt securities California economic risk Term Tax-Free with a weighted average Moderate credit risk maturity of 5-10 years Moderate interest rate risk Moderate liquidity risk California Long-Term Quality debt securities California economic risk HIGHER INCOME Tax-Free with a weighted Moderate credit risk LESS LIQUID average maturity High interest rate risk LONGER TERM of 10 or more years Moderate liquidity risk At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the funds. WHO MAY WANT TO INVEST IN THE FUNDS? The funds may be a good investment if you are o a California resident or taxpayer o seeking current tax-free income o comfortable with risk based on California'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 an IRA or other tax-advantaged retirement plan o investing for long-term growth o looking for the added security of FDIC insurance 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. FUND PERFORMANCE HISTORY CALIFORNIA TAX-FREE MONEY MARKET FUND ANNUAL TOTAL RETURNS The following bar chart shows the performance of the fund's Investor Class shares for each of the last 10 calendar years. It indicates the volatility of the fund's historical returns from year to year. Account fees are not reflected in the chart below. If they had been included, returns would be lower than those shown. CALIFORNIA TAX-FREE MONEY MARKET FUND - INVESTOR CLASS(1) 2003 0.60% 2002 1.06% 2001 2.20% 2000 3.30% 1999 2.66% 1998 2.95% 1997 3.19% 1996 3.07% 1995 3.41% 1994 2.42% (1) AS OF SEPTEMBER 30, 2004, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 0.47%. The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST California Tax-Free Money Market 0.89% (2Q 2000) 0.10% (3Q 2003) - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS The following table shows the average annual total returns of the fund's Investor Class shares for the periods indicated. FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET Investor Class 0.60% 1.96% 2.48% - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE FUND CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND ANNUAL TOTAL RETURNS The following bar charts show the performance of the funds' Investor Class shares for each of the last 10 calendar years or for each full calendar year in the life of a fund if less than 10 years. They indicate the volatility of the funds' historical returns from year to year. Account fees are not reflected in the charts below. If they had been included, returns would be lower than those shown. CALIFORNIA LIMITED-TERM TAX-FREE FUND -- INVESTOR CLASS(1) 2003 2.45% 2002 6.37% 2001 4.95% 2000 7.03% 1999 1.13% 1998 4.91% 1997 5.34% 1996 3.93% 1995 8.32% 1994 -0.61% (1) AS OF SEPTEMBER 30, 2004, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 0.85%. The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST California Limited-Term Tax-Free 3.09% (3Q 2002) -1.58% (2Q 2004) - -------------------------------------------------------------------------------- CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND -- INVESTOR CLASS(1) 2003 3.23% 2002 8.80% 2001 4.35% 2000 10.14% 1999 -1.09% 1998 5.59% 1997 7.45% 1998 4.25% 1995 13.52% 1994 -3.72% (1) AS OF SEPTEMBER 30, 2004, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 1.96%. The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST California Intermediate-Term Tax-Free 5.25% (1Q 1995) -3.98% (1Q 1994) - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE FUND -- INVESTOR CLASS(1) 2003 4.51% 2002 8.69% 2001 4.23% 2000 14.92% 1999 -5.22% 1998 6.31% 1997 9.74% 1996 3.59% 1995 19.80% 1994 -6.51% (1) AS OF SEPTEMBER 30, 2004, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 2.80%. The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST California Long-Term Tax-Free 7.13% (1Q 1995) -5.71% (1Q 1994) - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS The following table shows the average annual total returns of the funds' Investor Class shares calculated three different ways. Return Before Taxes shows the actual change in the value of fund shares over the time periods shown, but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning fund shares. Return After Taxes on Distributions is a fund's actual performance, adjusted by the effect of taxes on distributions made by the fund during the periods shown. Return After Taxes on Distributions and Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the historical highest federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. The benchmarks are unmanaged indices that have no operating costs and are included in the table for performance comparison. INVESTOR CLASS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE Return Before Taxes 2.45% 4.36% 4.35% Return After Taxes on Distributions 2.45% 4.33% 4.33% Return After Taxes on Distributions and Sale of Fund Shares 2.54% 4.23% 4.27% Lehman Brothers 3-Year Municipal Bond Index 2.68% 4.82% 4.86% (reflects no deduction for fees, expenses and taxes) - -------------------------------------------------------------------------------- CALIFORNIA INTERMEDIATE-TERM TAX-FREE Return Before Taxes 3.23% 5.01% 5.14% Return After Taxes on Distributions 3.23% 4.94% 5.03% Return After Taxes on Distributions and Sale of Fund Shares 3.47% 4.87% 5.00% Lehman Brothers 5-Year General Obligation Index 4.19% 5.47% 5.41% (reflects no deduction for fees, expenses and taxes) - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE Return Before Taxes 4.51% 5.22% 5.73% Return After Taxes on Distributions 4.50% 5.22% 5.63% Return After Taxes on Distributions and Sale of Fund Shares 4.55% 5.16% 5.59% Lehman Brothers Long-Term Municipal Bond Index 6.13% 5.95% 6.40% (reflects no deduction for fees, expenses and taxes) Performance information is designed to help you see how fund returns can vary. Keep in mind that past performance (before and after taxes) does not predict how a fund will perform in the future. For current performance information, including yields, please call us at 1-800-345-2021 or visit us at americancentury.com. 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 same class of shares of other American Century funds o to redeem your shares other than a $10 fee to redeem by wire The following tables describe the fees and expenses you may pay if you buy and hold shares of the funds. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - -------------------------------------------------------------------------------- INVESTOR CLASS Maximum Account Maintenance Fee $25(1) - -------------------------------------------------------------------------------- (1) APPLIES ONLY TO INVESTORS WHOSE TOTAL ELIGIBLE INVESTMENTS WITH AMERICAN CENTURY ARE LESS THAN $10,000. SEE Account Maintenance Fee UNDER Investing with American Century FOR MORE DETAILS. ANNUAL FUND 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 - ---------------------------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET Investor Class 0.50% None 0.02% 0.52% - ---------------------------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE Investor Class 0.50% None 0.00% 0.50% - ---------------------------------------------------------------------------------------------------- CALIFORNIA INTERMEDIATE-TERM TAX-FREE Investor Class 0.50% None 0.00% 0.50% - ---------------------------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE Investor Class 0.50% None 0.00% 0.50% - ---------------------------------------------------------------------------------------------------- (1) BASED ON ASSETS OF ALL CLASSES OF A PARTICULAR FUND DURING THE FUNDS' MOST RECENT FISCAL YEAR. THE FUNDS HAVE STEPPED FEE SCHEDULES. AS A RESULT, THE FUNDS' MANAGEMENT FEE RATES GENERALLY DECREASE AS FUND ASSETS INCREASE AND INCREASE AS FUND ASSETS DECREASE. (2) OTHER EXPENSES INCLUDE FEES AND EXPENSES OF THE FUNDS' INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, INTEREST AND, FOR MONEY MARKET FUNDS, PORTFOLIO INSURANCE. EXAMPLE The examples in the table below are intended to help you compare the costs of investing in a fund with the costs of investing in other mutual funds. Of course, your actual costs may be higher or lower. 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 o incur the same operating expenses as shown above .. . . your cost of investing in the fund would be: 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET Investor Class $53 $167 $290 $652 - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE Investor Class $51 $160 $279 $627 - -------------------------------------------------------------------------------- CALIFORNIA INTERMEDIATE-TERM TAX-FREE Investor Class $51 $160 $279 $627 - -------------------------------------------------------------------------------- CaLIFORNIA LONG-TERM TAX-FREE Investor Class $51 $160 $279 $627 - -------------------------------------------------------------------------------- OBJECTIVES, STRATEGIES AND RISKS CALIFORNIA TAX-FREE MONEY MARKET FUND WHAT ARE THE FUND'S INVESTMENT OBJECTIVES? The fund seeks safety of principal and high current income that is exempt from federal and California income taxes. HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES? The fund's assets are invested in HIGH-QUALITY, very short-term debt securities of which at least 80% must have interest payments exempt from federal and California income taxes. Cities, counties and other MUNICIPALITIES in California and U.S. territories, such as Puerto Rico, usually issue these securities for public projects, such as schools and roads. Income from these securities is exempt from regular federal income tax, state tax and the alternative minimum tax. A HIGH-QUALITY DEBT SECURITY IS ONE THAT HAS BEEN RATED BY AN INDEPENDENT RATING AGENCY IN ITS TOP TWO CREDIT QUALITY CATEGORIES OR DETERMINED BY THE ADVISOR TO BE OF COMPARABLE QUALITY. THE DETAILS OF THE FUND'S CREDIT QUALITY STANDARDS ARE DESCRIBED IN THE STATEMENT OF ADDITIONAL INFORMATION. MUNICIPALITIES INCLUDE STATES, CITIES, COUNTIES, INCORPORATED TOWNSHIPS, THE DISTRICT OF COLUMBIA AND U.S. TERRITORIES AND POSSESSIONS. THEY CAN ISSUE PRIVATE ACTIVITY BONDS AND PUBLIC PURPOSE BONDS. A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the fund's statement of additional information. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND? Because high-quality, very short-term debt 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 the yield on funds that invest in longer-term or lower-quality securities. Because the fund invests in California municipal securities, it will be sensitive to events that affect California's economy. It may be riskier than funds that invest in a larger universe of securities. When determining whether to sell a security, fund managers consider, among other things, current and anticipated changes in interest rates, the credit quality of a particular issuer, comparable alternatives, general market conditions and any other factor deemed relevant by the fund managers. CALIFORNIA LIMITED-TERM TAX-FREE FUND CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES? These funds seek safety of principal and high current income that is exempt from federal and California income taxes. HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES? The fund managers buy QUALITY debt securities, and will invest at least 80% of the funds' assets in debt securities with interest payments exempt from federal and California income taxes. Cities, counties and other MUNICIPALITIES in California and U.S. territories, such as Puerto Rico, usually issue these securities for public projects, such as schools and roads. A QUALITY DEBT SECURITY IS ONE THAT HAS BEEN RATED BY AN INDEPENDENT RATING AGENCY IN THE TOP FOUR CREDIT QUALITY CATEGORIES OR DETERMINED BY THE ADVISOR TO BE OF COMPARABLE CREDIT QUALITY. THE DETAILS OF THE FUNDS' CREDIT QUALITY STANDARDS ARE DESCRIBED IN THE STATEMENT OF ADDITIONAL INFORMATION. MUNICIPALITIES INCLUDE STATES, CITIES, COUNTIES, INCORPORATED TOWNSHIPS, THE DISTRICT OF COLUMBIA AND U.S. TERRITORIES AND POSSESSIONS. THEY CAN ISSUE PRIVATE ACTIVITY BONDS AND PUBLIC PURPOSE BONDS. 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. The funds also may invest in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements (including, but not limited to, credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investment are in keeping with the funds' investment objective. In the event of exceptional market or economic conditions, the funds may, as a temporary defensive measure, invest all or a substantial portion of their assets in cash or cash-equivalent securities. To the extent the funds assume a defensive position, they will not be pursuing their investment objectives and may generate taxable income. The funds generally limit their purchase of debt securities to investment-grade obligations. When determining whether to sell a security, fund managers consider, among other things, current and anticipated changes in interest rates, the credit quality of a particular issuer, comparable alternatives, general market conditions and any other factor deemed relevant by the fund managers. A description of the funds' policies and procedures with respect to the disclosure of the funds' portfolio securities is available in the funds' statement of additional information. WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS? The funds differ in the maturity of the debt securities they purchase. This difference is shown in the chart below. TYPICAL MATURITY WEIGHTED OF INVESTMENTS AVERAGE MATURITY California Limited-Term Tax-Free 1-10 years 1-5 years California Intermediate-Term Tax-Free 4 or more years 5-10 years California Long-Term Tax-Free 7 or more years 10 or more years WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS? Because the funds have different WEIGHTED AVERAGE MATURITIES, each fund will respond differently to changes in interest rates. Funds with longer weighted average maturities are generally more sensitive to interest rate changes. When interest rates rise, the funds' share values will decline, but the share values of funds with longer weighted average maturities generally will decline further. WEIGHTED AVERAGE MATURITY IS DESCRIBED IN MORE DETAIL UNDER Basics of Fixed-Income Investing. Because the funds invest in California municipal securities, they will be sensitive to events that affect California's economy. They may be riskier than funds that invest in a larger universe of securities. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, and credit risk. They also involve the risk of mispricing or improper valuation, the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the risk of default or bankruptcy of the other party to the swap agreement. Gains or losses involving some futures, options, and other derivatives may be substantial -- in part because a relatively small price movement in these securities may result in an immediate and substantial gain or loss for the fund. At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the funds. BASICS OF FIXED-INCOME INVESTING DEBT SECURITIES When a fund buys a debt security, also called a fixed-income security, it is essentially lending money to the security's issuer. Notes, bonds, commercial paper and U.S. Treasury securities 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 debt security may rise or fall based on many factors, including changes in interest rates, liquidity and credit quality. The fund managers decide which debt securities to buy and sell by o determining which debt securities help a fund meet its maturity requirements o identifying debt securities that satisfy a fund's credit quality standards o evaluating current economic conditions and assessing the risk of inflation o evaluating special features of the debt 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, generally the more sensitive its price 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 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 the 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. AMOUNT OF PERCENT OF REMAINING WEIGHTED SECURITY OWNED PORTFOLIO MATURITY MATURITY Debt Security A $100,000 25% 4 years 1 year Debt Security B $300,000 75% 12 years 9 years Weighted Average Maturity 10 years TYPES OF RISK The basic types of risk 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. This sensitivity to interest rate changes is called interest rate risk. The degree to which interest rate changes affect fund 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. The following table shows the likely effect of a 1% (100 basis points) 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 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. Credit quality may be lower when the issuer has any of the following: a high debt level, a short operating history, a difficult, competitive environment or a less stable cash flow. The fund managers do not invest solely on the basis of a debt security's credit rating; they also consider other factors, including potential returns. Higher credit ratings usually mean lower interest rate payments, so the managers often purchase debt securities that aren't the highest rated to increase return. If a fund purchases lower-rated debt securities, it assumes additional credit risk. Debt securities rated in one of the highest four categories by a nationally recognized securities rating organization are considered investment grade. Although they are considered investment grade, an investment in these debt securities still involves some credit risk because even a AAA rating is not a guarantee of payment. For a complete description of the ratings system, see the Statement of Additional Information. The funds' credit quality restrictions apply at the time of purchase; the funds will not necessarily sell debt 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 difficulty selling its debt securities is called liquidity risk. A COMPARISON OF BASIC RISK FACTORS The following chart depicts the basic risks of investing in the funds. It is designed to help you compare these funds with each other; it shouldn't be used to compare these funds with other mutual funds. INTEREST RATE RISK CREDIT RISK LIQUIDITY RISK California Tax-Free Money Market Lowest Lowest Lowest California Limited-Term Tax-Free Low Moderate Moderate California Intermediate-Term Tax-Free Moderate Moderate Moderate California Long-Term Tax-Free High Moderate Moderate 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, please review the Statement of Additional Information before making an investment. MANAGEMENT WHO MANAGES THE FUNDS? The Board of Trustees, investment advisor and fund management teams 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 three-fourths of the trustees are independent of the funds' advisor; that is, they have never been employed by and have no financial interest in the advisor or any of its affiliated companies (other than as shareholders of American Century funds). THE INVESTMENT ADVISOR The funds' investment advisor is American Century Investment Management, Inc. (the advisor). The advisor has been managing mutual funds since 1958 and 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, the advisor received a unified management fee based on a percentage of the daily net assets of each specific class of shares of the funds. The percentage rate used to calculate the management fee for each class of shares of a fund is determined daily using a two-component formula that takes into account (i) the daily net assets of the accounts managed by the advisor that are in the same broad investment category as each of the funds (the "Category Fee") and (ii) the assets of all funds in the American Century family of funds (the "Complex Fee"). The management fee is calculated daily and paid monthly in arrears. The Statement of Additional Information contains detailed information about the calculation of the management fee. Out of that fee, the advisor paid all expenses of managing and operating the funds except brokerage expenses, taxes, interest, fees and expenses of the independent trustees (including legal counsel fees), and extraordinary expenses. 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 AUGUST 31, 2004 INVESTOR CLASS California Tax-Free Money Market 0.49% California Limited-Term Tax-Free 0.50% California Intermediate-Term Tax-Free 0.50% California Long-Term Tax-Free 0.50% THE FUND MANAGEMENT TEAMS The advisor uses a team of portfolio managers, assistant portfolio managers and analysts to manage the funds. The teams meet regularly to review portfolio holdings and discuss purchase and sale activity. Team members buy and sell securities for a fund as they see fit, guided by a fund's investment objectives and strategy. CALIFORNIA TAX-FREE MONEY MARKET The fund is managed by the Money Market Team, whose members are identified below. G. DAVID MACEWEN Mr. MacEwen, Chief Investment Officer - Fixed Income and Senior Vice President, supervises the American Century Money Market team. He has been a member of the team since July 2001. 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, Senior Vice President, Director of Municipal Investments and Senior Portfolio Manager, has been a member of the team since January 1988. He joined American Century in June 1987. He has a bachelor's degree in business and geography from State University of New York - Oneonta and an MBA in finance from Golden Gate University - San Francisco. DENISE LATCHFORD Ms. Latchford, Vice President and Senior Portfolio Manager, has been a member of the team since January 1996. She joined American Century in 1988, becoming a member of its investment management department in 1991. She has a bachelor's degree in accounting from San Diego State University and an MBA in finance from Golden Gate University - San Francisco. ALAN KRUSS Mr. Kruss, Portfolio Manager, has been a member of the team since November 2001. He joined American Century in 1997 as an Investment Administrator. He has a bachelor's degree in finance from San Francisco State University. TODD PARDULA Mr. Pardula Vice President and Portfolio Manager, has been a member of the team since May 1994. He joined American Century in February 1990 as an Investor Services Representative. He also was an Associate Municipal Credit Analyst for two years. He has a bachelor's degree in finance from Santa Clara University. He is a CFA charterholder. LYNN PASCHEN Ms. Paschen, Portfolio Manager, joined the team in October 2000 as a Fixed-Income Trader and was promoted to Portfolio Manager in February 2003. She joined American Century in 1998 as a Senior Fund Accountant. She has a bachelor's degree in finance from the University of Iowa and a master's degree from Golden Gate University - San Francisco. CALIFORNIA LIMITED-TERM TAX-FREE CALIFORNIA INTERMEDIATE-TERM TAX-FREE CALIFORNIA LONG-TERM TAX-FREE The funds are managed by the Municipal Bond team, whose members are identified below. G. DAVID MACEWEN Mr. MacEwen, Chief Investment Officer - Fixed Income and Senior Vice President, supervises the American Century Municipal Bond team. He has been a member of the team since May 1991, when he joined American Century 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, Senior Vice President, Director of Municipal Investments and Senior Portfolio Manager, has been a member of the team since January 1988. He joined American Century in June 1987. He has a bachelor's degree in business and geography from State University of New York - Oneonta and an MBA in finance from Golden Gate University - San Francisco. ROBERT J. MILLER Mr. Miller, Vice President and Portfolio Manager, has been a member of the team since April 2000. He joined American Century in June 1998 as a Senior Municipal Analyst. He has a bachelor's degree in business administration-finance from San Jose State University and an MBA from New York University. KENNETH M. SALINGER Mr. Salinger, Vice President and Portfolio Manager, has been a member of the 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. He is a CFA charterholder. 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 profiting from the purchase and sale of the same security within 60 calendar days. It also contains limits on short-term transactions in American Century-managed funds. 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. 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 shareholder approval. The Board of Trustees may change any other policies and investment strategies. INVESTING WITH AMERICAN CENTURY SERVICES AUTOMATICALLY AVAILABLE TO YOU Most accounts automatically will have access to the services listed below when the account is opened. If you do not want these services, see CONDUCTING BUSINESS IN WRITING. If you have questions about the services that apply to your account type, please call us. 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. By choosing this option, you are not eligible to enroll for exclusive online account management to waive the account maintenance fee. See ACCOUNT MAINTENANCE FEE in this section. A NOTE ABOUT MAILINGS TO SHAREHOLDERS To reduce the amount of mail you receive from us, we may deliver a single copy of certain investor documents (such as shareholder reports and prospectuses) to investors who share an address, even if accounts are registered under different names. If you prefer to receive multiple copies of these documents individually addressed, please call 1-800-345-2021. If you invest in American Century mutual funds through a financial intermediary, please contact them directly. For American Century Brokerage accounts, please call 1-888-345-2071. YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS American Century and its affiliated companies use procedures reasonably designed to confirm that telephone, electronic and other instructions are genuine. These procedures include recording telephone calls, requesting personalized security codes or other information, and sending confirmation of transactions. If we follow these procedures, we are not responsible for any losses that may occur due to unauthorized instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them. WAYS TO MANAGE YOUR ACCOUNT - -------------------------------------------------------------------------------- ONLINE - -------------------------------------------------------------------------------- americancentury.com OPEN AN ACCOUNT If you are a current or new investor, you can open an account by completing and submitting our online application. Current investors also can open an account by exchanging shares from another American Century account. EXCHANGE SHARES Exchange shares from another American Century account. MAKE ADDITIONAL INVESTMENTS Make an additional investment into an established American Century account if you have authorized us to invest from your bank account. SELL SHARES* Redeem shares and proceeds will be electronically transferred to your authorized bank account. * ONLINE REDEMPTIONS UP TO $25,000 PER DAY. - -------------------------------------------------------------------------------- BY TELEPHONE - -------------------------------------------------------------------------------- Investor Relations 1-800-345-2021 Business, Not-For-Profit and Employer-Sponsored Retirement Plans 1-800-345-3533 Automated Information Line 1-800-345-8765 OPEN AN ACCOUNT If you are a current investor, you can open an account by exchanging shares from another American Century account. EXCHANGE SHARES Call or use our Automated Information Line if you have authorized us to accept telephone instructions. MAKE ADDITIONAL INVESTMENTS Call or use our Automated Information Line if you have authorized us to invest from your bank account. SELL SHARES Call a Service Representative. - -------------------------------------------------------------------------------- BY WIRE - -------------------------------------------------------------------------------- Please remember, if you request redemptions by wire, $10 will be deducted from the amount redeemed. Your bank also may charge a fee. OPEN AN ACCOUNT Call to set up your account or mail a completed application to the address provided in the BY MAIL OR Fax section. Give your bank the following information to wire money. o Our bank information Commerce Bank N.A. Routing No. 101000019 Account No. Please call for the appropriate account number o The fund name o Your American Century account number, if known* o Your name o The contribution year (for IRAs only) *FOR ADDITIONAL INVESTMENTS ONLY MAKE ADDITIONAL INVESTMENTS Follow the BY WIRE - OPEN AN ACCOUNT instructions. SELL SHARES You can receive redemption proceeds by wire or electronic transfer. EXCHANGE SHARES Not available. - -------------------------------------------------------------------------------- BY MAIL OR FAX - -------------------------------------------------------------------------------- P.O. Box 419200 Kansas City, MO 64141-6200 Fax 816-340-7962 OPEN AN ACCOUNT Send a signed, completed application and check or money order payable to American Century Investments. EXCHANGE SHARES Send written instructions to exchange your shares from one American Century account to another. MAKE ADDITIONAL INVESTMENTS Send your check or money order for at least $50 with an investment slip or $250 without an investment slip. If you don't have an investment slip, include your name, address and account number on your check or money order. SELL SHARES Send written instructions or a redemption form to sell shares. Call a Service Representative to request a form. - -------------------------------------------------------------------------------- AUTOMATICALLY - -------------------------------------------------------------------------------- OPEN AN ACCOUNT Not available. EXCHANGE SHARES Send written instructions to set up an automatic exchange of your shares from one American Century account to another. MAKE ADDITIONAL INVESTMENTS With the automatic investment service, you can purchase shares on a regular basis. You must invest at least $600 per year per account. SELL SHARES If you have at least $10,000 in your account, 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 Street 4917 Town Center Drive Kansas City, Missouri Leawood, Kansas 8 a.m. to 5 p.m., Monday - Friday 8 a.m. to 5p.m., Monday - Friday 8 a.m. to noon, Saturday 1665 Charleston Road 10350 Park Meadows Drive Mountain View, California Littleton, Colorado 8 a.m. to 5 p.m., Monday - Friday 8:30 a.m. to 5 p.m., Monday - Friday MINIMUM INITIAL INVESTMENT AMOUNTS To open an account, the minimum investment for California Tax-Free Money Market is $2,500. The minimum for all other funds is $5,000. These funds are not available for retirement accounts. ACCOUNT MAINTENANCE FEE If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), we may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will determine the amount of your total eligible investments twice per year, generally the last Friday in October and April. If the value of those investments is less than $10,000 at that time, we will redeem shares automatically in one of your accounts to pay the $12.50 fee. Please note that you may incur a tax liability as a result of the redemption. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. We will not charge the fee as long as you choose to manage your accounts exclusively online. You may enroll for exclusive online account management on our Web site. To find out more about exclusive online account management, visit americancentury.com/info/demo. PERSONAL ACCOUNTS INCLUDE INDIVIDUAL ACCOUNTS, JOINT ACCOUNTS, UGMA/UTMA ACCOUNTS, PERSONAL TRUSTS, COVERDELL EDUCATION SAVINGS ACCOUNTS, IRAS (INCLUDING TRADITIONAL, ROTH, ROLLOVER, SEP-, SARSEP- AND SIMPLE-IRAS), AND CERTAIN OTHER RETIREMENT ACCOUNTS. IF YOU HAVE ONLY BUSINESS, BUSINESS RETIREMENT, EMPLOYER-SPONSORED OR AMERICAN CENTURY BROKERAGE ACCOUNTS, YOU ARE CURRENTLY NOT SUBJECT TO THIS FEE, BUT YOU MAY BE SUBJECT TO OTHER FEES. REDEMPTIONS Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next determined after we receive your transaction request in good order. A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S SHARES. However, we reserve the right to delay delivery of redemption proceeds up to seven days. For example, each time you make an investment with American Century, there is a seven-day holding period before we will release redemption proceeds from those shares, unless you provide us with satisfactory proof that your purchase funds have cleared. For funds with CheckWriting privileges, we will not honor checks written against shares subject to this seven-day holding period. Investments by wire generally require only a one-day holding period. If you change your address, we may require that any redemption request made within 15 days be submitted in writing and be signed by all authorized signers with their signatures guaranteed. If you change your bank information, we may impose a 15-day holding period before we will transfer or wire redemption proceeds to your bank. In addition, we reserve the right 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 value of a fund's assets if that amount 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 in cash. The fund managers would select these securities from the fund's portfolio. We will value these securities 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. Also, if payment is made in securities, you may have to pay brokerage or other transaction costs to convert the securities to cash. 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 a fund and its remaining investors. REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS If your account balance falls below the minimum initial investment amount for any reason other than as a result of market fluctuation, we will notify you and give you 90 days to meet the minimum. If you do not meet the deadline, American Century reserves the right to redeem the shares in the account and send the proceeds to your address of record. Please note that you may incur a tax liability as a result of the redemption. SIGNATURE GUARANTEES A signature guarantee - which is different from a notarized signature - is a warranty that the signature presented is genuine. We may require a signature guarantee for the following transactions: o Your redemption or distribution check, Check-A-Month or automatic redemption is made payable to someone other than the account owners o Your redemption proceeds or distribution amount is sent by wire or EFT to a destination other than your personal bank account o You are transferring ownership of an account over $100,000 MODIFYING OR CANCELING AN INVESTMENT Investment instructions are irrevocable. That means that once you have mailed or otherwise transmitted your investment instruction, you may not modify or cancel it. Each fund reserves the right to suspend the offering of shares for a period of time and to reject any specific investment (including a purchase by exchange). Additionally, we may refuse a purchase if, in our judgment, it is of a size that would disrupt the management of a fund. ABUSIVE TRADING PRACTICES Short-term trading and other so-called market timing practices are not defined or explicitly prohibited by any federal or state law. However, short-term trading and other abusive trading practices may disrupt portfolio management strategies and harm fund performance. If the cumulative amount of short-term trading activity is significant relative to a fund's net assets, the fund may incur trading costs that are higher than necessary as securities are first purchased then quickly sold to meet the redemption request. In such case, the fund's performance could be negatively impacted by the increased trading costs created by short-term trading if the additional trading costs are significant. Because of the potentially harmful effects of abusive trading practices, the funds' board of trustees has approved American Century's abusive trading policies and procedures, which are designed to reduce the frequency and effect of these activities in our funds. These policies and procedures include monitoring trading activity, imposing trading restrictions on certain accounts, imposing redemption fees on certain funds, and using fair value pricing when current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, they cannot eliminate the possibility that such activity will occur and will vary depending on the type of fund, the class of shares or whether the shares are held directly or indirectly with American Century. American Century seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests. American Century uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by American Century in its sole discretion. To minimize harm to the funds and their shareholders, we reserve the right to reject any purchase order (including exchanges) from any shareholder we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the funds. In making this judgment, we may consider trading done in multiple accounts under common ownership or control. Currently, for shares held directly with American Century, we may deem the sale of all or a substantial portion of a shareholder's purchase of fund shares to be abusive if the sale is made o within seven days of the purchase, or o within 30 days of the purchase, if it happens more than once per year. To the extent practicable, we try to use the same approach for defining abusive trading for shares held through financial intermediaries. American Century reserves the right, in its sole discretion, to identify other trading practices as abusive and to modify its monitoring and other practices as necessary to deal with novel or unique abusive trading practices. In addition, American Century reserves the right to accept purchases and exchanges in excess of the trading restrictions discussed above if it believes that such transactions would not be inconsistent with the best interests of fund shareholders or this policy. American Century's policies do not permit us to enter into arrangements with fund shareholders that permit such shareholders to engage in frequent purchases and redemptions of fund shares. Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions American Century handles, there can be no assurance that American Century's efforts will identify all trades or trading practices that may be considered abusive. In addition, American Century's ability to monitor trades that are placed by the individual shareholders within group, or omnibus, accounts maintained by financial intermediaries is severely limited because American Century does not have access to the underlying shareholder account information. However, American Century monitors aggregate trades placed in omnibus accounts and seeks to work with financial intermediaries to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. There may be limitations on the ability of financial intermediaries to impose restrictions on the trading practices of their clients. As a result, American Century's ability to monitor and discourage abusive trading practices in omnibus accounts may be limited. INVESTING THROUGH FINANCIAL INTERMEDIARIES If you do business with us through a financial intermediary, your ability to purchase, exchange, redeem and transfer shares will be affected by 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 o trading restrictions Please contact your FINANCIAL INTERMEDIARY 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. FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS, INSURANCE COMPANIES AND INVESTMENT ADVISORS. 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, the advisor will pay such service providers a fee for performing those services. Also, the advisor and the funds' distributor may make payments for various additional services or other expenses out of their profits or other available sources. Such expenses may include distribution services, shareholder services or marketing, promotional or related expenses. The amount of any payments described by this paragraph is determined by the advisor or the distributor and is not paid by you. Although fund share transactions 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. The funds have authorized certain financial intermediaries to accept orders on each fund's behalf. American Century has contracts with these intermediaries requiring them to track the time investment orders are received and to comply with procedures relating to the transmission of orders. Orders must be received by the intermediary on a fund's behalf before the time the net asset value is determined in order to receive that day's share price. 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. RIGHT TO CHANGE POLICIES We reserve the right to change any stated investment requirement, including those that relate to purchases, exchanges and redemptions. We also may alter, add or discontinue any service or privilege. Changes may affect all investors or only those in certain classes or groups. In addition, from time to time we may waive a policy on a case-by-case basis, as the advisor deems appropriate. SHARE PRICE AND DISTRIBUTIONS SHARE PRICE American Century will price the fund shares you purchase, exchange or redeem at the net asset value (NAV) next determined after your order is received and accepted by the fund's transfer agent, or other financial intermediary with the authority to accept orders on the fund's behalf. We determine the NAV of each fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE is closed (including certain U.S. national holidays), we do not calculate the NAV. A fund's NAV is the current value of the fund's assets, minus any liabilities, divided by the number of shares outstanding. The fund values portfolio securities for which market quotations are readily available at their market price. As a general rule, equity securities listed on a U.S. exchange are valued at the last current reported sale price as of the time of valuation. Securities listed on the NASDAQ National Market System (Nasdaq) are valued at the Nasdaq Official Closing Price (NOCP), as determined by Nasdaq, or lacking an NOCP, at the last current reported sale price as of the time of valuation. The fund may use pricing services to assist in the determination of market value. Unlisted securities for which market quotations are readily available are valued at the last quoted sale price or the last quoted ask price, as applicable, except that debt obligations with 60 days or less remaining until maturity may be valued at amortized cost. Exchange-traded options, futures and options on futures are valued at the settlement price as determined by the appropriate clearing corporation. If the fund determines that the market price for a portfolio security is not readily available or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued at its fair value as determined in good faith by, or in accordance with procedures adopted by, the fund's board or its designee (a process referred to as "fair valuing" the security). Circumstances that may cause the fund to fair value a security include, but are not limited to: o for funds investing in foreign securities, if, after the close of the foreign exchange on which a portfolio security is principally traded, but before the close of the NYSE, an event occurs that may materially affect the value of the security; o for funds that invest in debt securities, a debt security has been declared in default; or o trading in a security has been halted during the trading day. If such circumstances occur, the fund will fair value the security if the fair valuation would materially impact the fund's NAV. While fair value determinations involve judgments that are inherently subjective, these determinations are made in good faith in accordance with procedures adopted by the fund's board. The effect of using fair value determinations is that the fund's NAV will be based, to some degree, on security valuations that the board or its designee believes are fair rather than being solely determined by the market. With respect to any portion of the fund's assets that are invested in one or more open-end management investment companies that are registered with the SEC (RICs), the fund's NAV will be calculated based upon the NAVs of such RICs. These RICs are required by law to explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing in their prospectuses. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Trading of securities in foreign markets may not take place every day the NYSE is open. Also, trading in some foreign markets and on some electronic trading networks may take place on weekends or holidays when the fund's NAV is not calculated. So, the value of the fund's portfolio may be affected on days when you will not be able to purchase, exchange or redeem fund shares. DISTRIBUTIONS Federal tax laws require each fund to make distributions to its shareholders in order to qualify as a regulated investment company. Qualification as a regulated investment company means that the funds will not be subject to state or federal income tax on amounts distributed. The distributions generally consist of dividends and interest received by a fund, as well as CAPITAL GAINS realized by a fund on the sale of its investment securities. CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED. MONEY MARKET FUNDS A money market fund declares distributions from net income daily. These distributions are paid on the last business day of each month. Distributions are reinvested automatically in additional shares unless you elect to have dividends and/or capital gains sent to another American Century account, to your bank electronically, or to your home address or to another address by check. Except as described in the next paragraph, you will begin to participate in fund distributions the next business day after your purchase is effective. If you redeem shares, you will receive the distribution declared for the day you redeem. You will begin to participate in fund distributions on the day your instructions to purchase are received if you o notify us of your purchase prior to 11 a.m. Central time AND o pay for your purchase by bank wire transfer prior to 3 p.m. Central time on the same day. Also, we will wire your redemption proceeds to you by the end of the business day if you request your redemption before 11 a.m. Central time. OTHER FUNDS Each fund pays distributions from net income monthly, and generally pays capital gain distributions, 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 elect to have dividends and/or capital gains sent to another American Century account, to your bank electronically, or to your home address or to another address by check. You will participate in fund distributions when they are declared, starting the next business 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 distributions received with your redemption proceeds. TAXES TAX-EXEMPT INCOME Most of the income that the funds receive from municipal securities is exempt from California and regular federal income taxes. However, corporate shareholders should be aware that distributions are subject to California's corporate franchise tax. TAXABLE INCOME The funds' investment performance also is 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 if it is distributed to shareholders. o CAPITAL GAINS. When a fund sells a security, even a tax-exempt municipal security, it can generate a capital gain or loss, which you must report on your tax return. o TEMPORARY INVESTMENTS. Some temporary investments, such as securities loans and repurchase agreements, can generate taxable income. TAXABILITY OF DISTRIBUTIONS Fund distributions may consist of income such as dividends and interest earned by a fund from its investments, or capital gains generated by a fund from the sale of its investment securities. Distributions of income are generally exempt from regular federal income tax. However, if distributions are federally taxable, such distributions may be designated as QUALIFIED DIVIDEND INCOME. If so, and if you meet a minimum required holding period with respect to your shares of the fund, such distributions of income are taxed as long-term capital gains. QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD. For capital gains and for income distributions designated as qualified dividend income, the following rates apply: TAX RATE FOR 10% TAX RATE FOR TYPE OF DISTRIBUTION AND 15% BRACKETS ALL OTHER BRACKETS Short-term capital gains Ordinary Income Ordinary Income Long-term capital gains (> 1 year) and Qualified Dividend Income 5% 15% 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 distributions in additional shares or take them in cash. American Century or your financial intermediary will inform you of the tax status of fund distributions for each calendar year in an annual tax mailing (Form 1099-DIV). Distributions also may be subject to state and local taxes. Because everyone's tax situation is unique, you may want to 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 loss realized upon the sale or exchange 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 and will be disallowed to the extent of any distribution of tax-exempt income to you with respect to those 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 withholding, we are required to withhold and pay to the IRS the applicable federal withholding tax rate on taxable dividends, capital gains distributions and redemption proceeds. 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 the fund's portfolio may build up taxable gains throughout the period covered by a distribution, as securities are sold at a profit. The funds 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. FINANCIAL HIGHLIGHTS UNDERSTANDING THE FINANCIAL HIGHLIGHTS The tables on the next few pages itemize what contributed to the changes in share price during the most recently ended fiscal year. They also show the changes in share price for this period in comparison to changes over the last five fiscal years. 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 investors 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 - the operating expenses of the fund as a percentage of average net assets o NET INCOME RATIO - the net investment income of the fund as a percentage of average net assets o PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio that is replaced during the period The Financial Highlights have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. Their Independent Auditors' Report and the financial statements are included in the funds' Annual Report, which is available upon request. CALIFORNIA TAX-FREE MONEY MARKET - FINANCIAL HIGHLIGHTS INVESTOR CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 - -------------------------------------------------------------------------------- 2004 2003 2002 2001 2000 - -------------------------------------------------------------------------------- PER-SHARE DATA - -------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------- Net Investment Income 0.01 0.01 0.01 0.03 0.03 - -------------------------------------------------------------------------------- Distributions - ------------------------- From Net Investment Income (0.01) (0.01) (0.01) (0.03) (0.03) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00 ================================================================================ TOTAL RETURN(1) 0.58% 0.73% 1.24% 2.86% 3.11% RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 0.52% 0.51% 0.51% 0.50% 0.49% - ------------------------- Ratio of Net Investment Income to Average Net Assets 0.57% 0.76% 1.24% 2.84% 3.07% - ------------------------- Net Assets, End of Period (in thousands) $600,882 $621,747 $528,188 $551,722 $640,476 - -------------------------------------------------------------------------------- (1) Total return assumes reinvestment of net investment income and capital gains distributions, if any. CALIFORNIA LIMITED-TERM TAX-FREE - FINANCIAL HIGHLIGHTS INVESTOR CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 - -------------------------------------------------------------------------------- 2004 2003 2002 2001 2000 - -------------------------------------------------------------------------------- PER-SHARE DATA - -------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $10.70 $10.82 $10.69 $10.40 $10.27 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------- Net Investment Income 0.28 0.30 0.35 0.42 0.41 - ------------------------- Net Realized and Unrealized Gain (Loss) 0.01 (0.10) 0.16 0.29 0.13 - -------------------------------------------------------------------------------- Total From Investment Operations 0.29 0.20 0.51 0.71 0.54 - -------------------------------------------------------------------------------- Distributions - ------------------------- From Net Investment Income (0.28) (0.30) (0.35) (0.42) (0.41) - ------------------------- From Net Realized Gains --(1) (0.02) (0.03) -- -- - -------------------------------------------------------------------------------- Total Distributions (0.28) (0.32) (0.38) (0.42) (0.41) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $10.71 $10.70 $10.82 $10.69 $10.40 ================================================================================ TOTAL RETURN(2) 2.75% 1.87% 4.91% 6.94% 5.44% RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 0.50% 0.51% 0.51% 0.51% 0.51% - ------------------------- Ratio of Net Investment Income to Average Net Assets 2.59% 2.78% 3.30% 3.97% 4.05% - ------------------------- Portfolio Turnover Rate 55% 34% 50% 63% 97% - ------------------------- Net Assets, End of Period (in thousands) $219,949 $228,030 $205,066 $163,929 $142,205 - -------------------------------------------------------------------------------- (1) Per-share amount was less than $0.005. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. CALIFORNIA INTERMEDIATE-TERM TAX-FREE - FINANCIAL HIGHLIGHTS INVESTOR CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 - -------------------------------------------------------------------------------- 2004 2003 2002 2001 2000 - -------------------------------------------------------------------------------- PER-SHARE DATA - -------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $11.28 $11.55 $11.47 $11.08 $10.85 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------- Net Investment Income 0.44 0.45 0.47 0.50 0.50 - ------------------------- Net Realized and Unrealized Gain (Loss) 0.13 (0.23) 0.15 0.39 0.23 - -------------------------------------------------------------------------------- Total From Investment Operations 0.57 0.22 0.62 0.89 0.73 - -------------------------------------------------------------------------------- Distributions - ------------------------- From Net Investment Income (0.44) (0.45) (0.47) (0.50) (0.50) - ------------------------- From Net Realized Gains -- (0.04) (0.07) -- -- - -------------------------------------------------------------------------------- Total Distributions (0.44) (0.49) (0.54) (0.50) (0.50) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $11.41 $11.28 $11.55 $11.47 $11.08 ================================================================================ TOTAL RETURN(1) 5.13% 1.91% 5.63% 8.22% 6.95% RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 0.50% 0.51% 0.51% 0.51% 0.51% - ------------------------- Ratio of Net Investment Income to Average Net Assets 3.87% 3.89% 4.13% 4.45% 4.64% - ------------------------- Portfolio Turnover Rate 20% 25% 41% 94% 73% - ------------------------- Net Assets, End of Period (in thousands) $418,655 $451,131 $477,494 $449,975 $444,571 - -------------------------------------------------------------------------------- (1) Total return assumes reinvestment of net investment income and capital gains distributions, if any. CALIFORNIA LONG-TERM TAX-FREE - FINANCIAL HIGHLIGHTS INVESTOR CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 - --------------------------------------------------------------------------------- 2004 2003 2002 2001 2000 - --------------------------------------------------------------------------------- PER-SHARE DATA - --------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $11.43 $11.75 $11.70 $11.11 $10.86 - --------------------------------------------------------------------------------- Income From Investment Operations - ------------------------- Net Investment Income 0.51 0.53 0.53 0.55 0.56 - ------------------------- Net Realized and Unrealized Gain (Loss) 0.26 (0.32) 0.05 0.59 0.25 - --------------------------------------------------------------------------------- Total From Investment Operations 0.77 0.21 0.58 1.14 0.81 - --------------------------------------------------------------------------------- Distributions - ------------------------- From Net Investment Income (0.51) (0.53) (0.53) (0.55) (0.56) - ------------------------- From Net Realized Gains --(1) -- -- -- -- - --------------------------------------------------------------------------------- Total Distributions (0.51) (0.53) (0.53) (0.55) (0.56) - --------------------------------------------------------------------------------- Net Asset Value, End of Period $11.69 $11.43 $11.75 $11.70 $11.11 ================================================================================= TOTAL RETURN(2) 6.83% 1.81% 5.14% 10.55% 7.79% RATIOS/SUPPLEMENTAL DATA - --------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 0.50% 0.51% 0.51% 0.51% 0.51% - ------------------------- Ratio of Net Investment Income to Average Net Assets 4.39% 4.54% 4.58% 4.87% 5.24% - ------------------------- Portfolio Turnover Rate 19% 23% 43% 31% 24% - ------------------------- Net Assets, End of Period (in thousands) $468,891 $497,165 $327,150 $331,090 $303,480 - --------------------------------------------------------------------------------- (1) Per-share amount was less than $0.005. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS ANNUAL AND SEMIANNUAL REPORTS Annual and semiannual reports contain more information about the funds' investments and the market conditions and investment strategies that significantly affected the funds' performance during the most recent fiscal period. STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI contains a more detailed, legal description of the funds' operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this prospectus. This means that it is legally part of this prospectus, even if you don't request a copy. You 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). The SEC charges a duplicating fee to provide copies of this information. IN PERSON SEC Public Reference Room Washington, D.C. Call 202-942-8090 for location and hours. ON THE INTERNET o EDGAR database at sec.gov o By email request at publicinfo@sec.gov BY MAIL SEC Public Reference Section Washington, D.C. 20549-0102 This prospectus shall not constitute an offer to sell securities of a fund in any state, territory, or other jurisdiction where the fund's shares have not been registered or qualified for sale, unless such registration or qualification is not required, or under any circumstances in which such offer or solicitation would be unlawful. FUND REFERENCE FUND CODE TICKER NEWSPAPER LISTING - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET FUND Investor Class 930 BCTXX AmC CATF - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE FUND Investor Class 936 BCSTX CaLtdTF - -------------------------------------------------------------------------------- CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND Investor Class 931 BCITX CaIntTF - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE FUND Investor Class 932 BCLTX CaLgTF - -------------------------------------------------------------------------------- Investment Company Act File No. 811-0816 AMERICAN CENTURY INVESTMENTS P.O. Box 419200 Kansas City, Missouri 64141-6200 1-800-345-2021 or 816-531-5575 americancentury.com 0501 SH-PRS-xxxx


YOUR AMERICAN CENTURY INVESTMENTS PROSPECTUS INVESTOR CLASS CALIFORNIA HIGH-YIELD MUNICIPAL FUND JANUARY 1, 2005 EFFECTIVE JANUARY 30, 2003, CALIFORNIA HIGH-YIELD MUNICIPAL CLOSED TO NEW RETAIL INVESTORS, BUT IS AVAILABLE THROUGH FINANCIAL INTERMEDIARIES. ANY SHAREHOLDER WITH AN OPEN ACCOUNT AS OF JANUARY 30, 2003 MAY MAKE ADDITIONAL INVESTMENTS AND REINVEST DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS AS LONG AS SUCH ACCOUNT REMAINS OPEN. 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. American Century Investment Services, Inc. Dear Investor, American Century Investments is committed to helping you achieve your financial goals. That's why we focus on achieving superior results and building long-term relationships with our investors. We believe an important first step is to provide you with an easy-to-read prospectus. In the prospectus, you will find the information you need to make confident decisions about your investments. For example, you can find a fund's objectives, performance history, fees and much more. Additionally, this information is useful when comparing funds. We realize you may have questions after reading this prospectus. If so, please contact our Investor Relations Representatives at 1-800-345-2021. They are available weekdays from 7 a.m. to 7 p.m. and Saturdays from 9 a.m. to 2 p.m. Central time. If you prefer, you can visit our Web site, americancentury.com, for information that may help answer many of your questions. Thank you for considering American Century for your investment needs. Sincerely, Donna Byers Senior Vice President Direct Sales and Services American Century Services Corporation American Century Investments, Inc. P.O. Box 419200, Kansas City, MO 64141-6200 The American Century logo, American Century and American Century Investments are service marks of American Century Services Corporation. TABLE OF CONTENTS AN OVERVIEW OF THE FUND......................................................X FUND PERFORMANCE HISTORY.....................................................X FEES AND EXPENSES............................................................X OBJECTIVES, STRATEGIES AND RISKS.............................................X BASICS OF FIXED-INCOME INVESTING.............................................X MANAGEMENT...................................................................X INVESTING WITH AMERICAN CENTURY..............................................X SHARE PRICE AND DISTRIBUTIONS................................................X TAXES........................................................................X MULTIPLE CLASS INFORMATION...................................................X FINANCIAL HIGHLIGHTS.........................................................X THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION. AN OVERVIEW OF THE FUND WHAT IS THE FUND'S INVESTMENT OBJECTIVE? This fund seeks high current income that is exempt from federal and California income tax. WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGY AND PRINCIPAL RISKS? The fund managers invest at least 80% of the fund's assets in municipal securities with income payments exempt from federal and California income taxes. Cities, counties and other municipalities in California and U. S. territories usually issue these securities for public projects, such as schools, roads, and water and sewer systems. o INTEREST RATE RISK - Generally, when interest rates rise, the value of the fund's fixed-income securities will decline. The opposite is true when interest rates decline. o CREDIT RISK - The value of the fund's fixed-income securities will be affected adversely by any erosion in the ability of the issuers of these securities to make interest and principal payments as they become due. o LIQUIDITY RISK - The market for lower-quality debt securities, including junk bonds, is generally less liquid than the market for higher-quality debt securities, and at times it may become difficult to sell the lower-quality debt securities. o PRINCIPAL LOSS - It is possible to lose money by investing in the fund. A more detailed description of the fund's investment strategies and risks begins on page x. WHO MAY WANT TO INVEST IN THE FUND? The fund may be a good investment if you are o a California resident or taxpayer o seeking current tax-free income o comfortable with risk based on California's economy o comfortable with the fund's other investment risks o seeking diversification by investing in a fixed-income mutual fund WHO MAY NOT WANT TO INVEST IN THE FUND? The fund may not be a good investment if you are o investing in an IRA or other tax-advantaged retirement plan o investing for long-term growth o looking for the added security of FDIC insurance AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT, AND IT IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY. FUND PERFORMANCE HISTORY ANNUAL TOTAL RETURNS The following bar chart shows the performance of the fund's Investor Class shares for each of the last 10 calendar years. It indicates the volatility of the fund's historical returns from year to year. Account fees are not reflected in the chart below. If they had been included, returns would be lower than those shown. CALIFORNIA HIGH-YIELD MUNICIPAL FUND - INVESTOR CLASS(1) 2003 5.72% 2002 9.10% 2001 5.02% 2000 12.70% 1999 -3.31% 1998 6.73% 1997 10.50% 1996 5.89% 1995 18.29% 1994 -5.36% (1) AS OF SEPTEMBER 30, 2004, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 4.63%. The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST California High-Yield Municipal 7.18% (1Q 1995) -4.54% (1Q 1994) - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS The following table shows the average annual total returns of the fund's Investor Class shares calculated three different ways. Return Before Taxes shows the actual change in the value of fund shares over the periods shown, but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning fund shares. Return After Taxes on Distributions is a fund's actual performance, adjusted by the effect of taxes on distributions made by the fund during the period shown. Return After Taxes on Distributions and Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the historical highest federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. The benchmark is an unmanaged index that has no operating costs and is included in the table for performance comparison. INVESTOR CLASS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL Return Before Taxes 5.72% 5.71% 6.32% Return After Taxes on Distributions 5.73% 5.71% 6.25% Return After Taxes on Distributions and Sale of Fund Shares 5.61% 5.66% 6.19% Lehman Brothers Long-Term Municipal Bond Index 6.13% 5.95% 6.40% (reflects no deduction for fees, expenses and taxes) Performance information is designed to help you see how fund returns can vary. Keep in mind that past performance (before and after taxes) does not predict how a fund will perform in the future. For current performance information, including yields, please call us at 1-800-345-2021 or visit us at americancentury.com. 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 same class of shares of other American Century funds o to redeem your shares other than a $10 fee to redeem by wire The following tables describe the fees and expenses you may pay if you buy and hold shares of the fund. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - -------------------------------------------------------------------------------- Investor Class Maximum Account Maintenance Fee $25(1) - -------------------------------------------------------------------------------- (1) APPLIES ONLY TO INVESTORS WHOSE TOTAL ELIGIBLE INVESTMENTS WITH AMERICAN CENTURY ARE LESS THAN $10,000. SEE Account Maintenance Fee UNDER Investing with American Century FOR MORE DETAILS. ANNUAL FUND 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 - ----------------------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL Investor Class 0.53% None 0.00% 0.53% - ----------------------------------------------------------------------------------------------- (1) BASED ON ASSETS OF ALL CLASSES OF THE FUND DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S MANAGEMENT FEE RATE GENERALLY DECREASES AS FUND ASSETS INCREASE AND INCREASES AS FUND ASSETS DECREASE. (2) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. EXAMPLE The examples in the table below are intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. Of course, your actual costs may be higher or lower. 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 o incur the same operating expenses as shown above . . . your cost of investing in the fund would be: 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL Investor Class $54 $170 $296 $664 - -------------------------------------------------------------------------------- OBJECTIVES, STRATEGIES AND RISKS WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The fund seeks high current income that is exempt from federal and California income taxes. HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE? The fund managers must invest at least 80% of the fund's assets in MUNICIPAL SECURITIES with income payments exempt from federal and California income taxes. Cities, counties and other municipalities in California and U.S. territories, such as Puerto Rico, usually issue these securities for public projects, such as schools, roads and water and sewer systems. MUNICIPAL SECURITIES ARE A DEBT OBLIGATION ISSUED BY OR ON BEHALF OF A STATE, ITS POLITICAL SUBDIVISIONS, AGENCIES OR INSTRUMENTALITIES, THE DISTRICT OF COLUMBIA OR A U.S. TERRITORY OR POSSESSION. The fund managers also may buy long- and intermediate-term debt securities with income payments exempt from regular federal income tax, but not exempt from 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 athletic stadiums, airports and apartment buildings. The fund managers seek to invest in securities that will result in a high yield for the fund. To accomplish this, the fund managers buy investment-grade securities, securities rated below investment grade, including so-called junk bonds and bonds that are in technical or monetary default, or unrated securities determined by the advisor to be of similar quality. The issuers of these securities often have short financial histories or questionable credit or have had and may continue to have problems making interest and principal payments. Although California High-Yield Municipal invests primarily for income, it also employs techniques designed to realize capital appreciation. For example, the fund managers may select bonds with maturities and coupon rates that position the fund for potential capital appreciation for a variety of reasons, including their view on the direction of future interest-rate movements and the potential for a credit upgrade. The fund also may invest in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements (including, but not limited to, credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund's investment objective. In the event of exceptional market or economic conditions, the fund may, as a temporary defensive measure, invest all or a substantial portion of its assets in cash or cash-equivalent securities. To the extent the fund assumes a defensive position , it will not be pursuing its investment objectives and may generate taxable income. When determining whether to sell a security, fund managers consider, among other things, current and anticipated changes in interest rates, the credit quality of a particular issuer, comparable alternatives, general market conditions and any other factor deemed relevant by the fund managers. A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the fund's statement of additional information. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND? The fund's investments often have high credit risk, which helps the fund pursue a higher yield than more conservatively managed bond funds. Issuers of high-yield securities are more vulnerable to real or perceived economic changes (such as an economic downturn or a prolonged period of rising interest rates), political changes or adverse developments specific to the issuer. These factors may be more likely to cause an issuer of low-quality bonds to default on its obligation to pay the interest and principal due under its securities. The fund may invest in securities rated below investment grade or that are unrated, 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. The market for lower-quality debt securities is generally less liquid than the market for higher-quality securities. Adverse publicity and investor perceptions, as well as new and proposed laws, also may have a greater negative impact on the market for lower-quality securities. Because the fund typically invests in intermediate-term and long-term bonds, the fund's interest rate risk is higher than for funds with shorter weighted average maturities, such as money market and short-term bond funds. See the discussion on page X for more information about the effects of changing interest rates on the fund's portfolio. The fund is NONDIVERSIFIED. As such, it may hold large positions in a small number of securities. If so, a price change in any one of those securities may have a greater impact on the fund's share price than would be the case in a diversified fund. A NONDIVERSIFIED FUND MAY INVEST A GREATER PERCENTAGE OF ITS ASSETS IN A SMALLER NUMBER OF SECURITIES THAN A DIVERSIFIED FUND. 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 California's economy. California High-Yield Municipal may have a higher level of risk than funds that invest in a larger universe of securities. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, and credit risk. They also involve the risk of mispricing or improper valuation, the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the risk of default or bankruptcy of the other party to the swap agreement. Gains or losses involving some futures, options, and other derivatives may be substantial -- in part because a relatively small price movement in these securities may result in an immediate and substantial gain or loss for the fund. At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the fund. BASICS OF FIXED-INCOME INVESTING DEBT SECURITIES When a fund buys a debt security, also called a fixed-income security, it is essentially lending money to the security's issuer. Notes, bonds, commercial paper and U.S. Treasury securities 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 debt security may rise or fall based on many factors, including changes in interest rates, liquidity and credit quality. The fund managers decide which debt securities to buy and sell by o determining which debt securities help a fund meet its maturity requirements o identifying debt securities that satisfy a fund's credit quality standards o evaluating current economic conditions and assessing the risk of inflation o evaluating special features of the debt 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, generally the more sensitive its price 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 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 the 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. AMOUNT OF PERCENT OF REMAINING WEIGHTED SECURITY OWNED PORTFOLIO MATURITY MATURITY Debt Security A $100,000 25% 4 years 1 year Debt Security B $300,000 75% 12 years 9 years Weighted Average Maturity 10 years TYPES OF RISK The basic types of risk the fund faces 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 fund invests primarily in debt securities, changes in interest rates will affect the fund's performance. This sensitivity to interest rate changes is called interest rate risk. The degree to which interest rate changes affect fund 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. The following table shows the likely effect of a 1% (100 basis points) 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 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. Credit quality may be lower when the issuer has any of the following: a high debt level, a short operating history, a difficult, competitive environment, or a less stable cash flow. The fund managers do not invest solely on the basis of a debt security's credit rating; they also consider other factors, including potential returns. Higher credit ratings usually mean lower interest rate payments, so the managers often purchase debt securities that aren't the highest rated to increase return. If a fund purchases lower-rated debt securities, it assumes additional credit risk. Debt securities rated in one of the highest four categories by a nationally recognized securities rating organization are considered investment grade. Although they are considered investment grade, an investment in these debt securities still involves some credit risk because even a AAA rating is not a guarantee of payment. For a complete description of the ratings system, see the Statement of Additional Information. The fund's credit quality restrictions apply at the time of purchase; the funds will not necessarily sell debt securities if they are downgraded by a rating agency. The fund engages in a variety of investment techniques as it pursues its investment objectives. Each technique has its own characteristics and may pose some level of risk to the fund. If you would like to learn more about these techniques, please review the Statement of Additional Information before making an investment. 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 difficulty selling its debt securities is called liquidity risk. MANAGEMENT WHO MANAGES THE FUND? The Board of Trustees, investment advisor and fund management team play key roles in the management of the fund. THE BOARD OF TRUSTEES The Board of Trustees oversees the management of the fund and meets at least quarterly to review reports about fund operations. Although the Board of Trustees does not manage the fund, it has hired an investment advisor to do so. More than three-fourths of the trustees are independent of the fund's advisor; that is, they have never been employed by and have no financial interest in the advisor or any of its affiliated companies (other than as shareholders of American Century funds). THE INVESTMENT ADVISOR The fund's investment advisor is American Century Investment Management, Inc. (the advisor). The advisor has been managing mutual funds since 1958 and is headquartered at 4500 Main Street, Kansas City, Missouri 64111. The advisor is responsible for managing the investment portfolio of the fund and directing the purchase and sale of its investment securities. The advisor also arranges for transfer agency, custody and all other services necessary for the fund to operate. For the services it provided to the fund, the advisor received a unified management fee based on a percentage of the daily net assets of each specific class of shares of the fund. The percentage rate used to calculate the management fee for each class of shares of each specific fund is determined daily using a two-component formula that takes into account (i) the daily net assets of the accounts managed by the advisor that are in the same broad investment category as the fund (the "Category Fee") and (ii) the assets of all the funds in the American Century family of funds (the "Complex Fee"). The management fee is calculated daily and paid monthly in arrears. 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 trustees (including legal counsel fees), and extraordinary expenses. A portion of the management fee may be paid by the fund's advisor to unaffiliated third parties who provide recordkeeping and administrative services that would otherwise be performed by an affiliate of the advisor. MANAGEMENT FEE PAID BY THE FUND TO THE ADVISOR AS A PERCENTAGE OF AVERAGE NET ASSETS FOR THE MOST RECENT FISCAL YEAR ENDED AUGUST 31, 2004 INVESTOR CLASS California High-Yield Municipal 0.53% - -------------------------------------------------------------------------------- THE FUND MANAGEMENT TEAM The advisor uses a team of portfolio managers, assistant portfolio managers and analysts to manage the fund. The team meets regularly to review portfolio holdings and discuss purchase and sale activity. Team members buy and sell securities for a fund as they see fit, guided by the fund's investment objectives and strategy. The fund is managed by the Municipal Bond team, whose members are identified below. G. DAVID MACEWEN Mr. MacEwen, Chief Investment Officer - Fixed Income and Senior Vice President, supervises the American Century Municipal Bond team. He has been a member of the team since May 1991, when he joined American Century 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, Senior Vice President, Director of Municipal Investments and Senior Portfolio Manager, has been a member of the team since January 1988. He joined American Century in June 1987. He has a bachelor's degree in business and geography from State University of New York - Oneonta and an MBA in finance from Golden Gate University - San Francisco. ROBERT J. MILLER Mr. Miller, Vice President and Portfolio Manager, has been a member of the team since April 2000. He joined American Century in June 1998 as a Senior Municipal Analyst. He has a bachelor's degree in business administration-finance from San Jose State University and an MBA from New York University. KENNETH M. SALINGER Mr. Salinger, Vice President and Portfolio Manager, has been a member of the 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. He is a CFA charterholder. 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 fund. Among other provisions, the Code of Ethics prohibits portfolio managers and other investment personnel from buying securities in an initial public offering or profiting from the purchase and sale of the same security within 60 calendar days. It also contains limits on short-term transactions in American Century- managed funds. 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 fund to obtain approval before executing permitted personal trades. FUNDAMENTAL INVESTMENT POLICIES Fundamental investment policies contained in the Statement of Additional Information and the investment objectives of the fund may not be changed without shareholder approval. The Board of Trustees may change any other policies and investment strategies. INVESTING WITH AMERICAN CENTURY SERVICES AUTOMATICALLY AVAILABLE TO YOU Most accounts automatically will have access to the services listed below when the account is opened. If you do not want these services, see CONDUCTING BUSINESS IN WRITING. If you have questions about the services that apply to your account type, please call us. 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. By choosing this option, you are not eligible to enroll for exclusive online account management to waive the account maintenance fee. See ACCOUNT MAINTENANCE FEE in this section. A NOTE ABOUT MAILINGS TO SHAREHOLDERS To reduce the amount of mail you receive from us, we may deliver a single copy of certain investor documents (such as shareholder reports and prospectuses) to investors who share an address, even if accounts are registered under different names. If you prefer to receive multiple copies of these documents individually addressed, please call 1-800-345-2021. If you invest in American Century mutual funds through a financial intermediary, please contact them directly. For American Century Brokerage accounts, please call 1-888-345-2071. YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS American Century and its affiliated companies use procedures reasonably designed to confirm that telephone, electronic and other instructions are genuine. These procedures include recording telephone calls, requesting personalized security codes or other information, and sending confirmation of transactions. If we follow these procedures, we are not responsible for any losses that may occur due to unauthorized instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them. WAYS TO MANAGE YOUR ACCOUNT - -------------------------------------------------------------------------------- ONLINE - -------------------------------------------------------------------------------- AMERICANCENTURY.COM OPEN AN ACCOUNT If you are a current or new investor, you can open an account by completing and submitting our online application. Current investors also can open an account by exchanging shares from another American Century account. EXCHANGE SHARES Exchange shares from another American Century account. MAKE ADDITIONAL INVESTMENTS Make an additional investment into an established American Century account if you have authorized us to invest from your bank account. SELL SHARES* Redeem shares and proceeds will be electronically transferred to your authorized bank account. * ONLINE REDEMPTIONS UP TO $25,000 PER DAY. - -------------------------------------------------------------------------------- BY TELEPHONE - -------------------------------------------------------------------------------- Investor Relations 1-800-345-2021 Business, Not-For-Profit and Employer-Sponsored Retirement Plans 1-800-345-3533 Automated Information Line 1-800-345-8765 OPEN AN ACCOUNT If you are a current investor, you can open an account by exchanging shares from another American Century account. EXCHANGE SHARES Call or use our Automated Information Line if you have authorized us to accept telephone instructions. MAKE ADDITIONAL INVESTMENTS Call or use our Automated Information Line if you have authorized us to invest from your bank account. SELL SHARES Call a Service Representative. - -------------------------------------------------------------------------------- BY WIRE - -------------------------------------------------------------------------------- Please remember, if you request redemptions by wire, $10 will be deducted from the amount redeemed. Your bank also may charge a fee. OPEN AN ACCOUNT Call to set up your account or mail a completed application to the address provided in the BY MAIL OR FAX section. Give your bank the following information to wire money. o Our bank information Commerce Bank N.A. Routing No. 101000019 Account No. Please call for the appropriate account number o The fund name o Your American Century account number, if known* o Your name o The contribution year (for IRAs only) *FOR ADDITIONAL INVESTMENTS ONLY MAKE ADDITIONAL INVESTMENTS Follow the BY WIRE -- OPEN AN ACCOUNT instructions. SELL SHARES You can receive redemption proceeds by wire or electronic transfer. EXCHANGE SHARES Not available. - -------------------------------------------------------------------------------- BY MAIL OR FAX - -------------------------------------------------------------------------------- P.O. Box 419200 Kansas City, MO 64141-6200 Fax 816-340-7962 OPEN AN ACCOUNT Send a signed, completed application and check or money order payable to American Century Investments. EXCHANGE SHARES Send written instructions to exchange your shares from one American Century account to another. MAKE ADDITIONAL INVESTMENTS Send your check or money order for at least $50 with an investment slip or $250 without an investment slip. If you don't have an investment slip, include your name, address and account number on your check or money order. SELL SHARES Send written instructions or a redemption form to sell shares. Call a Service Representative to request a form. - -------------------------------------------------------------------------------- AUTOMATICALLY - -------------------------------------------------------------------------------- OPEN AN ACCOUNT Not available. EXCHANGE SHARES Send written instructions to set up an automatic exchange of your shares from one American Century account to another. MAKE ADDITIONAL INVESTMENTS With the automatic investment service, you can purchase shares on a regular basis. You must invest at least $600 per year per account. SELL SHARES If you have at least $10,000 in your account, 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 Street 4917 Town Center Drive Kansas City, Missouri Leawood, Kansas 8 a.m. to 5 p.m., Monday - Friday 8 a.m. to 5 p.m., Monday - Friday 8 a.m. to noon, Saturday 1665 Charleston Road 10350 Park Meadows Drive Mountain View, California Littleton, Colorado 8 a.m. to 5 p.m., Monday - Friday 8:30 a.m. to 5 p.m., Monday - Friday MINIMUM INITIAL INVESTMENT AMOUNTS To open an account, the minimum investment is $5,000 for all accounts. This fund is not available for retirement accounts. ACCOUNT MAINTENANCE FEE If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), we may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will determine the amount of your total eligible investments twice per year, generally the last Friday in October and April. If the value of those investments is less than $10,000 at that time, we will redeem shares automatically in one of your accounts to pay the $12.50 fee. Please note that you may incur a tax liability as a result of the redemption. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. We will not charge the fee as long as you choose to manage your accounts exclusively online. You may enroll for exclusive online account management on our Web site. To find out more about exclusive online account management, visit americancentury.com/info/demo. PERSONAL ACCOUNTS INCLUDE INDIVIDUAL ACCOUNTS, JOINT ACCOUNTS, UGMA/UTMA ACCOUNTS, PERSONAL TRUSTS, COVERDELL EDUCATION SAVINGS ACCOUNTS, IRAS (INCLUDING TRADITIONAL, ROTH, ROLLOVER, SEP-, SARSEP- AND SIMPLE-IRAS), AND CERTAIN OTHER RETIREMENT ACCOUNTS. IF YOU HAVE ONLY BUSINESS, BUSINESS RETIREMENT, EMPLOYER-SPONSORED OR AMERICAN CENTURY BROKERAGE ACCOUNTS, YOU ARE CURRENTLY NOT SUBJECT TO THIS FEE, BUT YOU MAY BE SUBJECT TO OTHER FEES. REDEMPTIONS Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next determined after we receive your transaction request in good order. A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S SHARES. However, we reserve the right to delay delivery of redemption proceeds up to seven days. For example, each time you make an investment with American Century, there is a seven-day holding period before we will release redemption proceeds from those shares, unless you provide us with satisfactory proof that your purchase funds have cleared. For funds with CheckWriting privileges, we will not honor checks written against shares subject to this seven-day holding period. Investments by wire generally require only a one-day holding period. If you change your address, we may require that any redemption request made within 15 days be submitted in writing and be signed by all authorized signers with their signatures guaranteed. If you change your bank information, we may impose a 15-day holding period before we will transfer or wire redemption proceeds to your bank. In addition, we reserve the right 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 value of a fund's assets if that amount 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 in cash. The fund managers would select these securities from the fund's portfolio. We will value these securities 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. Also, if payment is made in securities, you may have to pay brokerage or other transaction costs to convert the securities to cash. 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 a fund and its remaining investors. REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS If your account balance falls below the minimum initial investment amount for any reason other than as a result of market fluctuation, we will notify you and give you 90 days to meet the minimum. If you do not meet the deadline, American Century reserves the right to redeem the shares in the account and send the proceeds to your address of record. Please note that you may incur a tax liability as a result of the redemption. SIGNATURE GUARANTEES A signature guarantee -- which is different from a notarized signature -- is a warranty that the signature presented is genuine. We may require a signature guarantee for the following transactions: o Your redemption or distribution check, Check-A-Month or automatic redemption is made payable to someone other than the account owners o Your redemption proceeds or distribution amount is sent by wire or EFT to a destination other than your personal bank account o You are transferring ownership of an account over $100,000 MODIFYING OR CANCELING AN INVESTMENT Investment instructions are irrevocable. That means that once you have mailed or otherwise transmitted your investment instruction, you may not modify or cancel it. The fund reserves the right to suspend the offering of shares for a period of time and to reject any specific investment (including a purchase by exchange). Additionally, we may refuse a purchase if, in our judgment, it is of a size that would disrupt the management of a fund. ABUSIVE TRADING PRACTICES Short-term trading and other so-called market timing practices are not defined or explicitly prohibited by any federal or state law. However, short-term trading and other abusive trading practices may disrupt portfolio management strategies and harm fund performance. If the cumulative amount of short-term trading activity is significant relative to a fund's net assets, the fund may incur trading costs that are higher than necessary as securities are first purchased then quickly sold to meet the redemption request. In such case, the fund's performance could be negatively impacted by the increased trading costs created by short-term trading if the additional trading costs are significant. Because of the potentially harmful effects of abusive trading practices, the funds' board of trustees has approved American Century's abusive trading policies and procedures, which are designed to reduce the frequency and effect of these activities in our funds. These policies and procedures include monitoring trading activity, imposing trading restrictions on certain accounts, imposing redemption fees on certain funds, and using fair value pricing when current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, they cannot eliminate the possibility that such activity will occur and will vary depending on the type of fund, the class of shares or whether the shares are held directly or indirectly with American Century. American Century seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests. American Century uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by American Century in its sole discretion. To minimize harm to the funds and their shareholders, we reserve the right to reject any purchase order (including exchanges) from any shareholder we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the funds. In making this judgment, we may consider trading done in multiple accounts under common ownership or control. Currently, for shares held directly with American Century, we may deem the sale of all or a substantial portion of a shareholder's purchase of fund shares to be abusive if the sale is made o within seven days of the purchase, or o within 30 days of the purchase, if it happens more than once per year. To the extent practicable, we try to use the same approach for defining abusive trading for shares held through financial intermediaries. American Century reserves the right, in its sole discretion, to identify other trading practices as abusive and to modify its monitoring and other practices as necessary to deal with novel or unique abusive trading practices. In addition, American Century reserves the right to accept purchases and exchanges in excess of the trading restrictions discussed above if it believes that such transactions would not be inconsistent with the best interests of fund shareholders or this policy. American Century's policies do not permit us to enter into arrangements with fund shareholders that permit such shareholders to engage in frequent purchases and redemptions of fund shares. Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions American Century handles, there can be no assurance that American Century's efforts will identify all trades or trading practices that may be considered abusive. In addition, American Century's ability to monitor trades that are placed by the individual shareholders within group, or omnibus, accounts maintained by financial intermediaries is severely limited because American Century does not have access to the underlying shareholder account information. However, American Century monitors aggregate trades placed in omnibus accounts and seeks to work with financial intermediaries to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. There may be limitations on the ability of financial intermediaries to impose restrictions on the trading practices of their clients. As a result, American Century's ability to monitor and discourage abusive trading practices in omnibus accounts may be limited. INVESTING THROUGH FINANCIAL INTERMEDIARIES If you do business with us through a financial intermediary, your ability to purchase, exchange, redeem and transfer shares will be affected by 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 o trading restrictions Please contact your FINANCIAL INTERMEDIARY for a complete description of its policies. Copies of the fund's annual report, semiannual report and Statement of Additional Information are available from your intermediary. FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS, INSURANCE COMPANIES AND INVESTMENT ADVISORS. 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, the advisor will pay such service providers a fee for performing those services. Also, the advisor and the fund's distributor may make payments for various additional services or other expenses out of their profits or other available sources. Such expenses may include distribution services, shareholder services or marketing, promotional or related expenses. The amount of any payments described by this paragraph is determined by the advisor or the distributor and is not paid by you. Although fund share transactions 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 fund. The fund has authorized certain financial intermediaries to accept orders on the fund's behalf. American Century has contracts with these intermediaries requiring them to track the time investment orders are received and to comply with procedures relating to the transmission of orders. Orders must be received by the intermediary on a fund's behalf before the time the net asset value is determined in order to receive that day's share price. 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. RIGHT TO CHANGE POLICIES We reserve the right to change any stated investment requirement, including those that relate to purchases, exchanges and redemptions. We also may alter, add or discontinue any service or privilege. Changes may affect all investors or only those in certain classes or groups. In addition, from time to time we may waive a policy on a case-by-case basis, as the advisor deems appropriate. SHARE PRICE AND DISTRIBUTIONS SHARE PRICE American Century will price the fund shares you purchase, exchange or redeem at the net asset value (NAV) next determined after your order is received and accepted by the fund's transfer agent, or other financial intermediary with the authority to accept orders on the fund's behalf. We determine the NAV of each fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE is closed (including certain U.S. national holidays), we do not calculate the NAV. A fund's NAV is the current value of the fund's assets, minus any liabilities, divided by the number of shares outstanding. The fund values portfolio securities for which market quotations are readily available at their market price. As a general rule, equity securities listed on a U.S. exchange are valued at the last current reported sale price as of the time of valuation. Securities listed on the NASDAQ National Market System (Nasdaq) are valued at the Nasdaq Official Closing Price (NOCP), as determined by Nasdaq, or lacking an NOCP, at the last current reported sale price as of the time of valuation. The fund may use pricing services to assist in the determination of market value. Unlisted securities for which market quotations are readily available are valued at the last quoted sale price or the last quoted ask price, as applicable, except that debt obligations with 60 days or less remaining until maturity may be valued at amortized cost. Exchange-traded options, futures and options on futures are valued at the settlement price as determined by the appropriate clearing corporation. If the fund determines that the market price for a portfolio security is not readily available or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued at its fair value as determined in good faith by, or in accordance with procedures adopted by, the fund's board or its designee (a process referred to as "fair valuing" the security). Circumstances that may cause the fund to fair value a security include, but are not limited to: o for funds investing in foreign securities, if, after the close of the foreign exchange on which a portfolio security is principally traded, but before the close of the NYSE, an event occurs that may materially affect the value of the security; o for funds that invest in debt securities, a debt security has been declared in default; or o trading in a security has been halted during the trading day. If such circumstances occur, the fund will fair value the security if the fair valuation would materially impact the fund's NAV. While fair value determinations involve judgments that are inherently subjective, these determinations are made in good faith in accordance with procedures adopted by the fund's board. The effect of using fair value determinations is that the fund's NAV will be based, to some degree, on security valuations that the board or its designee believes are fair rather than being solely determined by the market. With respect to any portion of the fund's assets that are invested in one or more open-end management investment companies that are registered with the SEC (RICs), the fund's NAV will be calculated based upon the NAVs of such RICs. These RICs are required by law to explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing in their prospectuses. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Trading of securities in foreign markets may not take place every day the NYSE is open. Also, trading in some foreign markets and on some electronic trading networks may take place on weekends or holidays when the fund's NAV is not calculated. So, the value of the fund's portfolio may be affected on days when you will not be able to purchase, exchange or redeem fund shares. DISTRIBUTIONS Federal tax laws require the 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 fund will not be subject to state or federal income tax on amounts distributed. The distributions generally consist of dividends and interest received by the fund, as well as CAPITAL GAINS realized by the fund on the sale of its investment securities. The fund pays distributions from net income monthly and generally pays distributions of capital gains, if any, once a year, usually in December. The fund may make more frequent distributions, if necessary, to comply with Internal Revenue Code provisions. Distributions are reinvested automatically in additional shares unless you elect to have dividends and/or capital gains sent to another American Century account, to your bank electronically, or to your home address or to another address by check. CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED. You will participate in fund distributions when they are declared, starting the next business 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 distributions received with your redemption proceeds. TAXES TAX-EXEMPT INCOME Most of the income that the fund receives from municipal securities is exempt from California and regular federal income taxes. However, corporate shareholders should be aware that distributions are subject to California's corporate franchise tax. The fund also may purchase private activity bonds. The income from these securities is subject to the federal alternative minimum tax. If you are subject to the alternative minimum tax, distributions from the fund that represent income derived from private activity bonds are taxable to you. Consult your tax advisor to determine whether you are subject to the alternative minimum tax. TAXABLE INCOME The fund's investment performance also is 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 fund may buy a tax-exempt security for a price less than the principal amount of the bond. If the price of the bond increases over time, a portion of the gain may be treated as ordinary income and taxable as ordinary income if it is distributed to shareholders. o CAPITAL GAINS. When the fund sells a security, even a tax-exempt municipal security, it can generate a capital gain or loss, which you must report on your tax return. o TEMPORARY INVESTMENTS. Some temporary investments, such as securities loans and repurchase agreements, can generate taxable income. TAXABILITY OF DISTRIBUTIONS Fund distributions may consist of income such as dividends and interest earned by a fund from its investments, or capital gains generated by a fund from the sale of its investment securities. Distributions of income are generally exempt from regular federal income tax. However, if distributions are federally taxable, such distributions may be designated as QUALIFIED DIVIDEND INCOME. If so, and if you meet a minimum required holding period with respect to your shares of the fund, such distributions of income are taxed as long-term capital gains. QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD. For capital gains and for income distributions designated as qualified dividend income, the following rates apply: TAX RATE FOR 10% TAX RATE FOR TYPE OF DISTRIBUTION AND 15% BRACKETS ALL OTHER BRACKETS Short-term capital gains Ordinary Income Ordinary Income Long-term capital gains (> 1 year) and Qualified Dividend Income 5% 15% 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 distributions in additional shares or take them in cash. American Century or your financial intermediary will inform you of the tax status of fund distributions for each calendar year in an annual tax mailing (Form 1099-DIV). Distributions also may be subject to state and local taxes. Because everyone's tax situation is unique, you may want to 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 loss realized upon the sale or exchange 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 and will be disallowed to the extent of any distribution of tax-exempt income to you with respect to those 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 withholding, we are required to withhold and pay to the IRS the applicable federal withholding tax rate on taxable dividends, capital gains distributions and redemption proceeds. 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 the fund's portfolio may build up taxable gains throughout the period covered by a distribution, as securities are sold at a profit. The fund distributes 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. MULTIPLE CLASS INFORMATION American Century offers four classes of shares of the fund through financial intermediaries: Investor Class, A Class, B Class and C Class. The shares offered by this prospectus are Investor Class shares, which have no upfront or deferred charges, commissions or 12b-1 fees. The other classes have different fees, expenses and/or minimum investment requirements from the class offered by this prospectus. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services. It is not the result of any difference in advisory or custodial fees or other expenses related to the management of the fund's assets, which do not vary by class. Different fees and expenses will affect performance. For additional information concerning the A, B or C Class shares, call us at 1-800-378-9878. You also can contact a sales representative or financial intermediary who offers that class of shares. Except as described herein, all classes of shares of the fund have identical voting, dividend, liquidation and other rights, preferences, terms and conditions. The only differences among the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting such class; (d) each class may have different exchange privileges; and (e) the B Class provides for automatic conversion from that class into shares of the A Class of the same fund after eight years. FINANCIAL HIGHLIGHTS UNDERSTANDING THE FINANCIAL HIGHLIGHTS The table on the next page itemizes what contributed to the changes in share price during the most recently ended fiscal year. It also shows the changes in share price for this period in comparison to changes over the last five fiscal years. On a per-share basis, the 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 investors o share price at the end of the period The 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 - the operating expenses of the fund as a percentage of average net assets o NET INCOME RATIO - the net investment income of the fund as a percentage of average net assets o PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio that is replaced during the period The Financial Highlights have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. Their Independent Auditors' Report and the financial statements are included in the fund's Annual Report, which is available upon request. CALIFORNIA HIGH-YIELD MUNICIPAL - FINANCIAL HIGHLIGHTS INVESTOR CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 - -------------------------------------------------------------------------------- INVESTOR CLASS - -------------------------------------------------------------------------------- 2004 2003 2002 2001 2000 - -------------------------------------------------------------------------------- PER-SHARE DATA - -------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $9.65 $9.84 $9.79 $9.44 $9.36 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------- Net Investment Income 0.52 0.52 0.52 0.52 0.52 - ------------------------- Net Realized and Unrealized Gain (Loss) 0.28 (0.19) 0.05 0.35 0.08 - -------------------------------------------------------------------------------- Total From Investment Operations 0.80 0.33 0.57 0.87 0.60 - -------------------------------------------------------------------------------- Distributions - ------------------------- From Net Investment Income (0.52) (0.52) (0.52) (0.52) (0.52) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $9.93 $9.65 $9.84 $9.79 $9.44 ================================================================================ TOTAL RETURN(1) 8.48% 3.35% 6.07% 9.50% 6.70% RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 0.53% 0.54% 0.54% 0.54% 0.54% - ------------------------- Ratio of Net Investment Income to Average Net Assets 5.30% 5.24% 5.37% 5.45% 5.64% - ------------------------- Portfolio Turnover Rate 19% 30% 32% 47% 52% - ------------------------- Net Assets, End of Period (in thousands) $332,434 $334,032 $373,061 $336,400 $318,197 - -------------------------------------------------------------------------------- (1) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS ANNUAL AND SEMIANNUAL REPORTS Annual and semiannual reports contain more information about the fund's investments and the market conditions and investment strategies that significantly affected the fund's performance during the most recent fiscal period. STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI contains a more detailed, legal description of the fund's 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 fund or your accounts, by contacting American Century at the address or telephone numbers listed below. You also can get information about the fund (including the SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information. IN PERSON SEC Public Reference Room Washington, D.C. Call 202-942-8090 for location and hours. ON THE INTERNET o EDGAR database at sec.gov o By email request at publicinfo@sec.gov BY MAIL SEC Public Reference Section Washington, D.C. 20549-0102 This prospectus shall not constitute an offer to sell securities of a fund in any state, territory, or other jurisdiction where the fund's shares have not been registered or qualified for sale, unless such registration or qualification is not required, or under any circumstances in which such offer or solicitation would be unlawful. FUND REFERENCE FUND CODE TICKER NEWSPAPER LISTING - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL FUND Investor Class 933 BCHYX CaHYMu Investment Company Act File No. 811-0816 AMERICAN CENTURY INVESTMENTS P.O. Box 419200 Kansas City, Missouri 64141-6200 1-800-345-2021 or 816-531-5575 americancentury.com 0501 SH-PRS-xxxx


YOUR AMERICAN CENTURY INVESTMENTS PROSPECTUS A CLASS B CLASS C CLASS CALIFORNIA HIGH-YIELD MUNICIPAL FUND JANUARY 1, 2005 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. American Century Investment Services, Inc. Dear Investor: American Century Investments is committed to helping people make the most of their financial opportunities. That's why we are focused on achieving superior results and building long-term relationships with investors. We believe our relationship with you begins with an easy to read prospectus that provides you with the information you need to feel confident about your investment decisions. Naturally, you may have questions about investing after you read through the prospectus. Please contact your investment professional with questions or for more information about our funds. Sincerely, Brian Jeter Senior Vice President Third Party Sales and Services American Century Investment Services, Inc. American Century Investments P.O. Box 419786, Kansas City, MO 64141-6786 The American Century logo, American Century and American Century Investments are service marks of American Century Services Corporation. TABLE OF CONTENTS AN OVERVIEW OF THE FUND.......................................................X FUND PERFORMANCE HISTORY......................................................X FEES AND EXPENSES.............................................................X OBJECTIVES, STRATEGIES AND RISKS..............................................X BASICS OF FIXED-INCOME INVESTING..............................................X MANAGEMENT....................................................................X INVESTING WITH AMERICAN CENTURY...............................................X SHARE PRICE AND DISTRIBUTIONS.................................................X TAXES.........................................................................X MULTIPLE CLASS INFORMATION....................................................X FINANCIAL HIGHLIGHTS..........................................................X THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION. AN OVERVIEW OF THE FUND WHAT IS THE FUND'S INVESTMENT OBJECTIVE? This fund seeks high current income that is exempt from federal and California income tax. WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGY AND PRINCIPAL RISKS? The fund managers invest at least 80% of the fund's assets in municipal securities with income payments exempt from federal and California income taxes. Cities, counties and other municipalities in California and U. S. territories usually issue these securities for public projects, such as schools, roads, and water and sewer systems. o INTEREST RATE RISK - Generally, when interest rates rise, the value of the fund's fixed-income securities will decline. The opposite is true when interest rates decline. o CREDIT RISK - The value of the fund's fixed-income securities will be affected adversely by any erosion in the ability of the issuers of these securities to make interest and principal payments as they become due. o LIQUIDITY RISK - The market for lower-quality debt securities, including junk bonds, is generally less liquid than the market for higher-quality debt securities, and at times it may become difficult to sell the lower-quality debt securities. o PRINCIPAL LOSS - It is possible to lose money by investing in the fund. A more detailed description of the fund's investment strategies and risks begins on page x WHO MAY WANT TO INVEST IN THE FUND? The fund may be a good investment if you are o a California resident or taxpayer o seeking current tax-free income o comfortable with risk based on California's economy o comfortable with the fund's other investment risks o seeking diversification by investing in a fixed-income mutual fund WHO MAY NOT WANT TO INVEST IN THE FUND? The fund may not be a good investment if you are o investing in an IRA or other tax-advantaged retirement plan o investing for long-term growth o looking for the added security of FDIC insurance AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT, AND IT IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY. FUND PERFORMANCE HISTORY When the A, B or C Class of the fund has investment results for a full calendar year, this section will feature charts that show o Annual Total Returns o Highest and Lowest Quarterly Returns o Average Annual Total Returns, including a comparison of these returns to a benchmark index If the A, B or C Class had existed during the periods presented, their performance would have been substantially similar to that of the Investor Class because each represents an investment in the same portfolio of securities. However, performance of the other classes would have been lower because of their higher expense ratios. ANNUAL TOTAL RETURNS The following bar chart shows the performance of the fund's Investor Class shares for each of the last 10 calendar years. It indicates the volatility of the fund's historical returns from year to year. Account fees are not reflected in the chart below. If they had been included, returns would be lower than those shown. CALIFORNIA HIGH-YIELD MUNICIPAL FUND - INVESTOR CLASS(1) 2003 5.72% 2002 9.10% 2001 5.02% 2000 12.70% 1999 -3.31% 1998 6.73% 1997 10.50% 1996 5.89% 1995 18.29% 1994 -5.36% (1) AS OF SEPTEMBER 30, 2004, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 4.63%. The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST California High-Yield Municipal 7.18% (1Q 1995) -4.54% (1Q 1994) - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS The following table shows the average annual total returns of the fund's Investor Class shares calculated three different ways. This information is provided because the fund's A, B and C Class shares did not have a full calendar year's worth of performance. Return Before Taxes shows the actual change in the value of fund shares over the periods shown, but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning fund shares. Return After Taxes on Distributions is a fund's actual performance, adjusted by the effect of taxes on distributions made by the fund during the period shown. Return After Taxes on Distributions and Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the historical highest federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. The benchmark is an unmanaged index that has no operating costs and is included in the table for performance comparison. INVESTOR CLASS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL Return Before Taxes 5.72% 5.71% 6.32% Return After Taxes on Distributions 5.73% 5.71% 6.25% Return After Taxes on Distributions and Sale of Fund Shares 5.61% 5.66% 6.19% Lehman Brothers Long-Term Municipal Bond Index 6.13% 5.95% 6.40% (reflects no deduction for fees, expenses and taxes) Performance information is designed to help you see how fund returns can vary. Keep in mind that past performance (before and after taxes) does not predict how the fund will perform in the future. For current performance information, including yields, please call us at 1-800-378-9878. FEES AND EXPENSES The following tables describe the fees and expenses you may pay if you buy and hold shares of the fund. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) A CLASS B CLASS C CLASS Maximum Sales Charge (Load) 4.50% None None Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (Load) None(1) 5.00%(2) 1.00%(3) (as a percentage of the original offering price for B Class shares or the lower of the original offering price or redemption proceeds for A and C Class shares) (1) INVESTMENTS OF $1 MILLION OR MORE IN A CLASS SHARES MAY BE SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE OF 1.00% IF THE SHARES ARE REDEEMED WITHIN ONE YEAR OF THE DATE OF PURCHASE. (2) THIS CHARGE IS 5.00% DURING THE FIRST YEAR AFTER PURCHASE, DECLINES OVER THE NEXT FIVE YEARS AS SHOWN ON PAGE 15, AND IS ELIMINATED AFTER SIX YEARS. (3) THE CHARGE IS 1.00% DURING THE FIRST YEAR AFTER PURCHASE AND IS ELIMINATED THEREAFTER. ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) MANAGEMENT DISTRIBUTION AND OTHER TOTAL ANNUAL FUND FEE(1) SERVICE (12B-1) FEES(2) EXPENSES(3) OPERATING EXPENSES - -------------------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL A Class 0.53% 0.25% 0.00% 0.78% B Class 0.53% 1.00% 0.00% 1.53% C Class 0.53% 1.00% 0.00% 1.53% (1) BASED ON ASSETS OF ALL CLASSES OF THE FUND DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S MANAGEMENT FEE RATE GENERALLY DECREASES AS FUND ASSETS INCREASE AND INCREASES AS FUND ASSETS DECREASE. (2) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE SHARES THROUGH BROKER-DEALERS, BANKS, INSURANCE COMPANIES AND OTHER FINANCIAL INTERMEDIARIES. A PORTION OF THE FEE IS USED TO COMPENSATE SUCH FINANCIAL INTERMEDIARIES FOR ONGOING RECORDKEEPING AND ADMINISTRATIVE SERVICES THAT WOULD OTHERWISE BE PERFORMED BY AN AFFILIATE OF THE ADVISOR, AND A PORTION IS USED TO COMPENSATE THEM FOR DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE Service, Distribution and Administrative Fees, PAGE XX. (3) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. EXAMPLE The examples in the tables below are intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. Of course, your actual costs may be higher or lower. 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 o incur the same operating expenses as shown above .. . . your cost of investing in the fund would be: 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL A Class $526 $688 $863 $1,370 B Class $555 $781 $929 $1,611 C Class $155 $481 $829 $1,810 You would pay the following expenses if you did not redeem your shares. 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL A Class $526 $688 $863 $1,370 B Class $155 $481 $829 $1,611 C Class $155 $481 $829 $1,810 OBJECTIVES, STRATEGIES AND RISKS WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The fund seeks high current income that is exempt from federal and California income taxes. HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE? The fund managers must invest at least 80% of the fund's assets in MUNICIPAL SECURITIES with income payments exempt from federal and California income taxes. Cities, counties and other municipalities in California and U.S. territories, such as Puerto Rico, usually issue these securities for public projects, such as schools, roads, and water and sewer systems. MUNICIPAL SECURITIES ARE A DEBT OBLIGATION ISSUED BY OR ON BEHALF OF A STATE, ITS POLITICAL SUBDIVISIONS, AGENCIES OR INSTRUMENTALITIES, THE DISTRICT OF COLUMBIA OR A U.S. TERRITORY OR POSSESSION. The fund managers also may buy long- and intermediate-term debt securities with income payments exempt from regular federal income tax, but not exempt from 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 athletic stadiums, airports and apartment buildings. The fund managers seek to invest in securities that will result in a high yield for the fund. To accomplish this, the fund managers buy investment-grade securities, securities rated below investment grade, including so-called junk bonds and bonds that are in technical or monetary default, or unrated securities determined by the advisor to be of similar quality. The issuers of these securities often have short financial histories or questionable credit or have had and may continue to have problems making interest and principal payments. Although California High-Yield Municipal invests primarily for income, it also employs techniques designed to realize capital appreciation. For example, the fund managers may select bonds with maturities and coupon rates that position the fund for potential capital appreciation for a variety of reasons, including their view on the direction of future interest-rate movements and the potential for a credit upgrade. The fund also may invest in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements (including, but not limited to, credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund's investment objective. In the event of exceptional market or economic conditions, the fund may, as a temporary defensive measure, invest all or a substantial portion of its assets in cash or cash-equivalent securities. To the extent the fund assumes a defensive position, it will not be pursuing its investment objectives and may generate taxable income. When determining whether to sell a security, fund managers consider, among other things, current and anticipated changes in interest rates, the credit quality of a particular issuer, comparable alternatives, general market conditions and any other factor deemed relevant by the fund managers. A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the fund's statement of additional information. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND? The fund's investments often have high credit risk, which helps the fund pursue a higher yield than more conservatively managed bond funds. Issuers of high-yield securities are more vulnerable to real or perceived economic changes (such as an economic downturn or a prolonged period of rising interest rates), political changes or adverse developments specific to the issuer. These factors may be more likely to cause an issuer of low-quality bonds to default on its obligation to pay the interest and principal due under its securities. The fund may invest in securities rated below investment grade or that are unrated, 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. The market for lower-quality debt securities is generally less liquid than the market for higher-quality securities. Adverse publicity and investor perceptions, as well as new and proposed laws, also may have a greater negative impact on the market for lower-quality securities. Because the fund typically invests in intermediate-term and long-term bonds, the fund's interest rate risk is higher than for funds with shorter weighted average maturities, such as money market and short-term bond funds. See the discussion on page X for more information about the effects of changing interest rates on the fund's portfolio. The fund is NONDIVERSIFIED. As such, it may hold large positions in a small number of securities. If so, a price change in any one of those securities may have a greater impact on the fund's share price than would be the case in a diversified fund. A NONDIVERSIFIED FUND MAY INVEST A GREATER PERCENTAGE OF ITS ASSETS IN A SMALLER NUMBER OF SECURITIES THAN A DIVERSIFIED FUND. 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 California's economy. California High-Yield Municipal may have a higher level of risk than funds that invest in a larger universe of securities. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, and credit risk. They also involve the risk of mispricing or improper valuation, the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the risk of default or bankruptcy of the other party to the swap agreement. Gains or losses involving some futures, options, and other derivatives may be substantial - in part because a relatively small price movement in these securities may result in an immediate and substantial gain or loss for the fund. At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the fund. BASICS OF FIXED-INCOME INVESTING DEBT SECURITIES When a fund buys a debt security, also called a fixed-income security, it is essentially lending money to the security's issuer. Notes, bonds, commercial paper and U.S. Treasury securities 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 debt security may rise or fall based on many factors, including changes in interest rates, liquidity and credit quality. The fund managers decide which debt securities to buy and sell by o determining which debt securities help a fund meet its maturity requirements o identifying debt securities that satisfy a fund's credit quality standards o evaluating current economic conditions and assessing the risk of inflation o evaluating special features of the debt 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, generally the more sensitive its price 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 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 the 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. AMOUNT OF PERCENT OF REMAINING WEIGHTED SECURITY OWNED PORTFOLIO MATURITY MATURITY Debt Security A $100,000 25% 4 years 1 year Debt Security B $300,000 75% 12 years 9 years Weighted Average Maturity 10 years TYPES OF RISK The basic types of risk the fund faces 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 fund invests primarily in debt securities, changes in interest rates will affect the fund's performance. This sensitivity to interest rate changes is called interest rate risk. The degree to which interest rate changes affect fund 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. The following table shows the likely effect of a 1% (100 basis points) 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 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. Credit quality may be lower when the issuer has any of the following: a high debt level, a short operating history, a difficult, competitive environment, or a less stable cash flow. The fund managers do not invest solely on the basis of a debt security's credit rating; they also consider other factors, including potential returns. Higher credit ratings usually mean lower interest rate payments, so the managers often purchase debt securities that aren't the highest rated to increase return. If a fund purchases lower-rated debt securities, it assumes additional credit risk. Debt securities rated in one of the highest four categories by a nationally recognized securities rating organization are considered investment grade. Although they are considered investment grade, an investment in these debt securities still involves some credit risk because even a AAA rating is not a guarantee of payment. For a complete description of the ratings system, see the Statement of Additional Information. The fund's credit quality restrictions apply at the time of purchase; the fund will not necessarily sell debt securities if they are downgraded by a rating agency. The fund engages in a variety of investment techniques as it pursues its investment objectives. Each technique has its own characteristics and may pose some level of risk to the fund. If you would like to learn more about these techniques, please review the Statement of Additional Information before making an investment. 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 difficulty selling its debt securities is called liquidity risk. MANAGEMENT WHO MANAGES THE FUND? The Board of Trustees, investment advisor and fund management team play key roles in the management of the fund. THE BOARD OF TRUSTEES The Board of Trustees oversees the management of the fund and meets at least quarterly to review reports about fund operations. Although the Board of Trustees does not manage the fund, it has hired an investment advisor to do so. More than three-fourths of the trustees are independent of the fund's advisor; that is, they have never been employed by and have no financial interest in the advisor or any of its affiliated companies (other than as shareholders of American Century funds). THE INVESTMENT ADVISOR The fund's investment advisor is American Century Investment Management, Inc. (the advisor). The advisor has been managing mutual funds since 1958 and is headquartered at 4500 Main Street, Kansas City, Missouri 64111. The advisor is responsible for managing the investment portfolio of the fund and directing the purchase and sale of its investment securities. The advisor also arranges for transfer agency, custody and all other services necessary for the fund to operate. For the services it provided to the fund, the advisor received a unified management fee based on a percentage of the daily net assets of each specific class of shares of the fund. The percentage rate used to calculate the management fee for each class of shares of the fund is determined daily using a two-component formula that takes into account (i) the daily net assets of the accounts managed by the advisor that are in the same broad investment category as the fund (the "Category Fee") and (ii) the assets of all the funds in the American Century family of funds (the "Complex Fee"). The management fee is calculated daily and paid monthly in arrears. The Statement of Additional Information contains detailed information about the calculation of the management fee. Out of that fee, the advisor pays all expenses of managing and operating the fund except brokerage expenses, taxes, interest, fees and expenses of the independent trustees (including legal counsel fees), and extraordinary expenses. A portion of the fund's management fee may be paid by the fund's 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 FUND TO THE ADVISOR AS A PERCENTAGE OF AVERAGE NET ASSETS FOR THE MOST RECENT FISCAL YEAR ENDED AUGUST 31, 2004 A CLASS B CLASS C CLASS California High-Yield Municipal 0.53% 0.53% 0.53% - -------------------------------------------------------------------------------- THE FUND MANAGEMENT TEAM The advisor uses a team of portfolio managers, assistant portfolio managers and analysts to manage the fund. The team meets regularly to review portfolio holdings and discuss purchase and sale activity. Team members buy and sell securities for the fund as they see fit, guided by the fund's investment objective and strategy. The fund is managed by the Municipal Bond team, whose members are identified below. G. DAVID MACEWEN Mr. MacEwen, Chief Investment Officer - Fixed Income and Senior Vice President, supervises the American Century Municipal Bond team. He has been a member of the team since May 1991, when he joined American Century 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, Senior Vice President, Director of Municipal Investments and Senior Portfolio Manager, has been a member of the team since January 1988. He joined American Century in June 1987. He has a bachelor's degree in business and geography from State University of New York - Oneonta and an MBA in finance from Golden Gate University - San Francisco. ROBERT J. MILLER Mr. Miller, Vice President and Portfolio Manager, has been a member of the team since April 2000. He joined American Century in June 1998 as a Senior Municipal Analyst. He has a bachelor's degree in business administration-finance from San Jose State University and an MBA from New York University. KENNETH M. SALINGER Mr. Salinger, Vice President and Portfolio Manager, has been a member of the 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. He is a CFA charterholder. 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 fund. Among other provisions, the Code of Ethics prohibits portfolio managers and other investment personnel from buying securities in an initial public offering or profiting from the purchase and sale of the same security within 60 calendar days. It also contains limits on short-term transactions in American Century-managed funds. 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 fund to obtain approval before executing permitted personal trades. FUNDAMENTAL INVESTMENT POLICIES Fundamental investment policies contained in the Statement of Additional Information and the investment objectives of the fund may not be changed without shareholder approval. The Board of Trustees may change any other policies and investment strategies. INVESTING WITH AMERICAN CENTURY CHOOSING A SHARE CLASS The shares offered by this prospectus are intended for purchase through investment advisors, broker-dealers, banks, insurance companies and other financial intermediaries that provide various administrative and distribution services. The fund offers the A, B, and C Classes through this prospectus. Although each class of shares represents an interest in the same fund, each has a different cost structure, as described below. Which class is right for you depends on many factors, including how long you plan to hold the shares, how much you plan to invest, the fee structure of each class, and how you wish to compensate your financial advisor for the services provided to you. Your financial advisor can help you choose the option that is most appropriate. The following chart provides a summary description of each class offered by this prospectus: A CLASS B CLASS Initial sales charge(1) No initial sales charge Generally no CDSC(2) Contingent deferred sales charge on redemptions within six years 12b-1 fee of 0.25% 12b-1 fee of 1.00% No conversion feature Convert to A Class shares eight years after purchase Generally more appropriate Aggregate purchases limited to amounts for long-term investors less than $100,000 C CLASS No initial sales charge Contingent deferred sales charge on redemptions within 12 months 12b-1 fee of 1.00% No conversion feature Aggregate purchases limited to amounts less than $1,000,000; generally more appropriate for short-term investors (1) THE SALES CHARGE FOR A CLASS SHARES DECREASES DEPENDING ON THE SIZE OF YOUR INVESTMENT, AND MAY BE WAIVED FOR SOME PURCHASES. THERE IS NO SALES CHARGE FOR PURCHASES OF $1,000,000 OR MORE. (2) A CDSC OF 1.00% WILL BE CHARGED ON CERTAIN PURCHASES OF $1,000,000 OR MORE THAT ARE REDEEMED WITHIN ONE YEAR OF PURCHASE. MINIMUM INITIAL INVESTMENT AMOUNTS (FOR ALL CLASSES) To open an account, the minimum investment is $5,000 for all accounts. This fund is not available for retirement accounts. CALCULATION OF SALES CHARGES A CLASS A Class shares are sold at their offering price, which is net asset value plus an initial sales charge. This sales charge varies depending on the amount of your investment, and is deducted from your purchase before it is invested. The sales charges and the amounts paid to your financial advisor are: SALES CHARGE SALES CHARGE AMOUNT PAID TO AS A % OF AS A % OF FINANCIAL ADVISOR PURCHASE AMOUNT OFFERING PRICE NET AMOUNT INVESTED AS A % OF OFFERING PRICE Less than $50,000 4.50% 4.71% 4.00% $50,000 - $99,999 4.50% 4.71% 4.00% $100,000 - $249,999 3.50% 3.63% 3.00% $250,000 - $499,999 2.50% 2.56% 2.00% $500,000 - $999,999 2.00% 2.04% 1.75% $1,000,000 - $3,999,999 0.00% 0.00% 1.00%(1) $4,000,000 - $9,999,999 0.00% 0.00% 0.50%(1) $10,000,000 or more 0.00% 0.00% 0.25%(1) (1) FOR PURCHASES OVER $1,000,000 BY QUALIFIED RETIREMENT PLANS, NO UPFRONT AMOUNT WILL BE PAID TO FINANCIAL ADVISORS. There is no front-end sales charge for purchases of $1,000,000 or more, but if you redeem your shares within one year of purchase you will pay a 1.00% deferred sales charge, subject to the exceptions listed below. No sales charge applies to reinvested dividends. REDUCTIONS AND WAIVERS OF SALES CHARGES FOR A CLASS You may qualify for a reduction or waiver of certain sales charges, but you or your financial advisor must provide certain information, including the account numbers of any accounts to be aggregated, to American Century at the time of purchase in order to take advantage of such reduction or waiver. You and your immediate family (your spouse and your children under the age of 21) may combine investments to reduce your A Class sales charge in the following ways: ACCOUNT AGGREGATION. Investments made by you and your immediate family may be aggregated at each account's current market value if made for your own account(s) and/or certain other accounts, such as: o Certain trust accounts o Solely controlled business accounts o Single-participant retirement plans o Endowments or foundations established and controlled by you or an immediate family member For purposes of aggregation, only investments made through individual-level accounts, rather than accounts aggregated at the intermediary level, may be included. CONCURRENT PURCHASES. You may combine simultaneous purchases in A, B or C Class shares of any two or more American Century Advisor Funds to qualify for a reduced A Class sales charge. RIGHTS OF ACCUMULATION. You may take into account the current value of your existing holdings in A, B or C Class shares of any American Century Advisor Fund to determine your A Class sales charge. LETTER OF INTENT. A Letter of Intent allows you to combine all non-money market fund purchases of all A, B and C Class shares you intend to make over a 13-month period to determine the applicable sales charge. Such purchases will be valued at their historical cost for this purpose. At your request, purchases made during the previous 90 days may be included; however, capital appreciation, capital gains and reinvested dividends do not apply toward these combined purchases. A portion of your account will be held in escrow to cover additional A Class sales charges that will be due if your total investments over the 13-month period do not qualify for the applicable sales charge reduction. WAIVERS FOR CERTAIN INVESTORS. The sales charge on A Class shares may be waived for: o Purchases by registered representatives and other employees of certain financial intermediaries (and their immediate family members) having sales agreements with the advisor or distributor o Wrap accounts maintained for clients of certain financial intermediaries who have entered into agreements with American Century o Present or former officers, directors and employees (and their families) of American Century o Qualified retirement plan purchases o IRA Rollovers from any American Century Advisor Fund held in a qualified retirement plan o Certain other investors as deemed appropriate by American Century The information regarding A Class sales charges provided herein is included free of charge and in a clear and prominent format at americancentury.com in the "Investing Using Advisors" and "Financial Intermediary" portions of the Web site. From the description of A Class shares, a hyperlink will take you directly to this disclosure. B CLASS B Class shares are sold at their net asset value without an initial sales charge. However, if you redeem your shares within six years of purchase date you will pay a contingent deferred sales charge (CDSC). There is no CDSC on shares acquired through reinvestment of dividends or capital gains. REDEMPTIONS DURING CDSC AS A % OF ORIGINAL PURCHASE PRICE 1st year 5.00% 2nd year 4.00% 3rd year 3.00% 4th year 3.00% 5th year 2.00% 6th year 1.00% After 6th year None B Class shares will automatically convert to A Class shares in the month of the eight-year anniversary of the purchase date. C CLASS C Class shares are sold at their net asset value without an initial sales charge. However, if you redeem your shares within 12 months of purchase you will pay a CDSC of 1.00% of the original purchase price or the current market value at redemption, whichever is less. The CDSC will not be charged on shares acquired through the reinvestment of dividends or distributions or increases in the net asset value of shares. CALCULATION OF CONTINGENT DEFERRED SALES CHARGE (CDSC) To minimize the amount of the CDSC you may pay when you redeem shares, the fund will first redeem shares acquired through reinvested dividends and capital gain distributions, which are not subject to a CDSC. Shares that have been in your account long enough that they are not subject to a CDSC are redeemed next. For any remaining redemption amount, shares will be sold in the order they were purchased (earliest to latest). CDSC WAIVERS Any applicable contingent deferred sales charge may be waived in the following cases: o redemptions through systematic withdrawal plans not exceeding annually: = 12% of the lesser of the original purchase cost or current market value for A Class shares = 12% of the original purchase cost for B Class shares = 12% of the lesser of the original purchase cost or current market value for C Class shares o distributions from IRAs due to attainment of age 59-1/.2 for A Class shares and for C Class shares o required minimum distributions from retirement accounts upon reaching age 70-1/.2 o tax-free returns of excess contributions to IRAs o redemptions due to death or post-purchase disability o exchanges, unless the shares acquired by exchange are redeemed within the original CDSC period o IRA rollovers from any American Century Advisor Fund held in a qualified retirement plan, for A Class shares only o if no broker was compensated for the sale REINSTATEMENT PRIVILEGE Within 90 days of a redemption of any A or B Class shares, you may reinvest all of the redemption proceeds in A Class shares of any American Century Advisor Fund at the then-current net asset value without paying an initial sales charge. Any CDSC you paid on an A Class redemption that you are reinvesting will be credited to your account. You or your financial advisor must notify the fund's transfer agent in writing at the time of the reinvestment to take advantage of this privilege, and you may use it only once. EXCHANGING SHARES You may exchange shares of the fund for shares of the same class of another American Century Advisor Fund without a sales charge if you meet the following criteria: o The exchange is for a minimum of $100 o For an exchange that opens a new account, the amount of the exchange must meet or exceed the minimum account size requirement for the fund receiving the exchange For purposes of computing any applicable CDSC on shares that have been exchanged, the holding period will begin as of the date of purchase of the original fund owned. Exchanges from a money market fund are subject to a sales charge on the fund being purchased, unless the money market fund shares were acquired by exchange from a fund with a sales charge or by reinvestment of dividends or capital gains distributions. BUYING AND SELLING SHARES Your ability to purchase, exchange, redeem and transfer shares will be affected by the policies of the financial intermediary through which you do business. Some policy differences may include o minimum investment requirements o exchange policies o fund choices o cutoff time for investments o trading restrictions In addition, your financial intermediary may charge a transaction fee for the purchase or sale of fund shares. Please contact your intermediary or plan sponsor for a complete description of its policies. Copies of the fund's annual report, semiannual report and Statement of Additional Information are available from your intermediary or plan sponsor. The fund has authorized certain FINANCIAL INTERMEDIARIES to accept orders on the fund's behalf. American Century has contracts with these intermediaries requiring them to track the time investment orders are received and to comply with procedures relating to the transmission of orders. Orders must be received by the intermediary on the fund's behalf before the time the net asset value is determined in order to receive that day's share price. 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. FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS, INSURANCE COMPANIES AND INVESTMENT ADVISORS. MODIFYING OR CANCELING AN INVESTMENT Investment instructions are irrevocable. That means that once you have mailed or otherwise transmitted your investment instruction, you may not modify or cancel it. The fund reserves the right to suspend the offering of shares for a period of time and to reject any specific investment (including a purchase by exchange). Additionally, we may refuse a purchase if, in our judgment, it is of a size that would disrupt the management of the fund. ABUSIVE TRADING PRACTICES Short-term trading and other so-called market timing practices are not defined or explicitly prohibited by any federal or state law. However, short-term trading and other abusive trading practices may disrupt portfolio management strategies and harm fund performance. If the cumulative amount of short-term trading activity is significant relative to a fund's net assets, the fund may incur trading costs that are higher than necessary as securities are first purchased then quickly sold to meet the redemption request. In such case, the fund's performance could be negatively impacted by the increased trading costs created by short-term trading if the additional trading costs are significant. Because of the potentially harmful effects of abusive trading practices, the funds' board of trustees has approved American Century's abusive trading policies and procedures, which are designed to reduce the frequency and effect of these activities in our funds. These policies and procedures include monitoring trading activity, imposing trading restrictions on certain accounts, imposing redemption fees on certain funds, and using fair value pricing when current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, they cannot eliminate the possibility that such activity will occur and will vary depending on the type of fund, the class of shares or whether the shares are held directly or indirectly with American Century. American Century seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests. American Century uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by American Century in its sole discretion. To minimize harm to the funds and their shareholders, we reserve the right to reject any purchase order (including exchanges) from any shareholder we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the funds. In making this judgment, we may consider trading done in multiple accounts under common ownership or control. Currently, for shares held directly with American Century, we may deem the sale of all or a substantial portion of a shareholder's purchase of fund shares to be abusive if the sale is made o within seven days of the purchase, or o within 30 days of the purchase, if it happens more than once per year. To the extent practicable, we try to use the same approach for defining abusive trading for shares held through financial intermediaries. American Century reserves the right, in its sole discretion, to identify other trading practices as abusive and to modify its monitoring and other practices as necessary to deal with novel or unique abusive trading practices. In addition, American Century reserves the right to accept purchases and exchanges in excess of the trading restrictions discussed above if it believes that such transactions would not be inconsistent with the best interests of fund shareholders or this policy. American Century's policies do not permit us to enter into arrangements with fund shareholders that permit such shareholders to engage in frequent purchases and redemptions of fund shares. Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions American Century handles, there can be no assurance that American Century's efforts will identify all trades or trading practices that may be considered abusive. In addition, American Century's ability to monitor trades that are placed by the individual shareholders within group, or omnibus, accounts maintained by financial intermediaries is severely limited because American Century does not have access to the underlying shareholder account information. However, American Century monitors aggregate trades placed in omnibus accounts and seeks to work with financial intermediaries to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. There may be limitations on the ability of financial intermediaries to impose restrictions on the trading practices of their clients. As a result, American Century's ability to monitor and discourage abusive trading practices in omnibus accounts may be limited. YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS American Century and its affiliated companies use procedures reasonably designed to confirm that telephone, electronic and other instructions are genuine. These procedures include recording telephone calls, requesting personalized security codes or other information, and sending confirmation of transactions. If we follow these procedures, we are not responsible for any losses that may occur due to unauthorized instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them. REDEMPTIONS If you sell your B or C Class or, in certain cases, A Class shares within a certain time after their purchase, you will pay a sales charge the amount of which is contingent upon the amount of time you have held your shares, as described above. Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next determined after we receive your transaction request in good order. A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S SHARES. However, we reserve the right to delay delivery of redemption proceeds up to seven days. For example, each time you make an investment with American Century, there is a seven-day holding period before we will release redemption proceeds from those shares, unless you provide us with satisfactory proof that your purchase funds have cleared. For funds with CheckWriting privileges, we will not honor checks written against shares subject to this seven-day holding period. Investments by wire generally require only a one-day holding period. If you change your address, we may require that any redemption request made within 15 days be submitted in writing and be signed by all authorized signers with their signatures guaranteed. If you change your bank information, we may impose a 15-day holding period before we will transfer or wire redemption proceeds to your bank. In addition, we reserve the right 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 value of a fund's assets if that amount 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 in cash. The fund managers would select these securities from the fund's portfolio. We will value these securities 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. Also, if payment is made in securities, you may have to pay brokerage or other transaction costs to convert the securities to cash. 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 a fund and its remaining investors. REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS If your account balance falls below the minimum initial investment amount for any reason other than as a result of market fluctuation, we will notify you and give you 90 days to meet the minimum. If you do not meet the deadline, American Century reserves the right to redeem the shares in the account and send the proceeds to your address of record. Please note that shares redeemed in this manner may be subject to a sales charge if held less than the applicable time period. You also may incur tax liability as a result of the redemption. SIGNATURE GUARANTEES A signature guarantee -- which is different from a notarized signature -- is a warranty that the signature presented is genuine. We may require a signature guarantee for the following transactions: o Your redemption or distribution check, Check-A-Month or automatic redemption is made payable to someone other than the account owners o Your redemption proceeds or distribution amount is sent by wire or EFT to a destination other than your personal bank account o You are transferring ownership of an account over $100,000 We reserve the right to require a signature guarantee for other transactions, at our discretion. A NOTE ABOUT MAILINGS TO SHAREHOLDERS To reduce the amount of mail you receive from us, we may deliver a single copy of certain investor documents (such as shareholder reports and prospectuses) to investors who share an address, even if accounts are registered under different names. If you prefer to receive multiple copies of these documents individually addressed, please contact your financial intermediary directly. RIGHT TO CHANGE POLICIES We reserve the right to change any stated investment requirement, including those that relate to purchases, exchanges and redemptions. We also may alter, add or discontinue any service or privilege. Changes may affect all investors or only those in certain classes or groups. In addition, from time to time we may waive a policy on a case-by-case basis, as the advisor deems appropriate. SHARE PRICE AND DISTRIBUTIONS SHARE PRICE American Century will price the fund shares you purchase, exchange or redeem at the net asset value (NAV) next determined after your order is received and accepted by the fund's transfer agent, or other financial intermediary with the authority to accept orders on the fund's behalf. We determine the NAV of each fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE is closed (including certain U.S. national holidays), we do not calculate the NAV. A fund's NAV is the current value of the fund's assets, minus any liabilities, divided by the number of shares outstanding. The fund values portfolio securities for which market quotations are readily available at their market price. As a general rule, equity securities listed on a U.S. exchange are valued at the last current reported sale price as of the time of valuation. Securities listed on the NASDAQ National Market System (Nasdaq) are valued at the Nasdaq Official Closing Price (NOCP), as determined by Nasdaq, or lacking an NOCP, at the last current reported sale price as of the time of valuation. The fund may use pricing services to assist in the determination of market value. Unlisted securities for which market quotations are readily available are valued at the last quoted sale price or the last quoted ask price, as applicable, except that debt obligations with 60 days or less remaining until maturity may be valued at amortized cost. Exchange-traded options, futures and options on futures are valued at the settlement price as determined by the appropriate clearing corporation. If the fund determines that the market price for a portfolio security is not readily available or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued at its fair value as determined in good faith by, or in accordance with procedures adopted by, the fund's board or its designee (a process referred to as "fair valuing" the security). Circumstances that may cause the fund to fair value a security include, but are not limited to: o for funds investing in foreign securities, if, after the close of the foreign exchange on which a portfolio security is principally traded, but before the close of the NYSE, an event occurs that may materially affect the value of the security; o for funds that invest in debt securities, a debt security has been declared in default; or o trading in a security has been halted during the trading day. If such circumstances occur, the fund will fair value the security if the fair valuation would materially impact the fund's NAV. While fair value determinations involve judgments that are inherently subjective, these determinations are made in good faith in accordance with procedures adopted by the fund's board. The effect of using fair value determinations is that the fund's NAV will be based, to some degree, on security valuations that the board or its designee believes are fair rather than being solely determined by the market. With respect to any portion of the fund's assets that are invested in one or more open-end management investment companies that are registered with the SEC (RICs), the fund's NAV will be calculated based upon the NAVs of such RICs. These RICs are required by law to explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing in their prospectuses. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Trading of securities in foreign markets may not take place every day the NYSE is open. Also, trading in some foreign markets and on some electronic trading networks may take place on weekends or holidays when the fund's NAV is not calculated. So, the value of the fund's portfolio may be affected on days when you will not be able to purchase, exchange or redeem fund shares. DISTRIBUTIONS Federal tax laws require the 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 fund will not be subject to state or federal income tax on amounts distributed. The distributions generally consist of dividends and interest received by the fund, as well as CAPITAL GAINS realized by the fund on the sale of its investment securities. The fund pays distributions from net income monthly and 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 elect to have dividends and/or capital gains sent to another American Century account, to your bank electronically, or to your home address or to another address by check. CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED. You will participate in fund distributions when they are declared, starting the next business 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 distributions received with your redemption proceeds. TAXES TAX-EXEMPT INCOME Most of the income that the fund receives from municipal securities is exempt from California and regular federal income taxes. However, corporate shareholders should be aware that distributions are subject to California's corporate franchise tax. The fund also may purchase private activity bonds. The income from these securities is subject to the federal alternative minimum tax. If you are subject to the alternative minimum tax, distributions from the fund that represent income derived from private activity bonds are taxable to you. Consult your tax advisor to determine whether you are subject to the alternative minimum tax. TAXABLE INCOME The fund's investment performance also is 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 fund may buy a tax-exempt security for a price less than the principal amount of the bond. If the price of the bond increases over time, a portion of the gain may be treated as ordinary income and taxable as ordinary income if it is distributed to shareholders. o CAPITAL GAINS. When the fund sells a security, even a tax-exempt municipal security, it can generate a capital gain or loss, which you must report on your tax return. o TEMPORARY INVESTMENTS. Some temporary investments, such as securities loans and repurchase agreements, can generate taxable income. TAXABILITY OF DISTRIBUTIONS Fund distributions may consist of income such as dividends and interest earned by a fund from its investments, or capital gains generated by a fund from the sale of its investment securities. Distributions of income are generally exempt from regular federal income tax. However, if distributions are federally taxable, such distributions may be designated as QUALIFIED DIVIDEND INCOME. If so, and if you meet a minimum required holding period with respect to your shares of the fund, such distributions of income are taxed as long-term capital gains. QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD. For capital gains and for income distributions designated as qualified dividend income, the following rates apply: TAX RATE FOR 10% TAX RATE FOR TYPE OF DISTRIBUTION AND 15% BRACKETS ALL OTHER BRACKETS Short-term capital gains Ordinary Income Ordinary Income Long-term capital gains (> 1 year) and Qualified Dividend Income 5% 15% 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 distributions in additional shares or take them in cash. American Century or your financial intermediary will inform you of the tax status of fund distributions for each calendar year in an annual tax mailing (Form 1099-DIV). Distributions also may be subject to state and local taxes. Because everyone's tax situation is unique, you may want to 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 loss realized upon the sale or exchange 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 and will be disallowed to the extent of any distribution of tax-exempt income to you with respect to those 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 withholding, we are required to withhold and pay to the IRS the applicable federal withholding tax rate on taxable dividends, capital gains distributions and redemption proceeds. 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 the fund's portfolio may build up taxable gains throughout the period covered by a distribution, as securities are sold at a profit. The fund distributes 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. MULTIPLE CLASS INFORMATION American Century offers four classes of shares of the fund through financial intermediaries: A Class, B Class, C Class and Investor Class. The shares offered by this prospectus are A, B and C Class shares, which are offered primarily through institutions like investment advisors, banks, broker-dealers and insurance companies. The other class has different fees, expenses and/or minimum investment requirements from the classes offered by this prospectus. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services. It is not the result of any difference in advisory or custodial fees or other expenses related to the management of the fund's assets, which do not vary by class. Different fees and expenses will affect performance. For additional information concerning the other class of shares not offered by this prospectus, call us at 1-800-378-9878. You also can contact a sales representative or financial intermediary who offers that class of shares. Except as described herein, all classes of shares of the fund have identical voting, dividend, liquidation and other rights, preferences, terms and conditions. The only differences between the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting such class; (d) each class may have different exchange privileges; and (e) the B Class provides for automatic conversion from that class into shares of the A Class of the same fund after eight years. SERVICE, DISTRIBUTION AND ADMINISTRATIVE FEES Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan to pay certain expenses associated with the distribution of their shares out of fund assets. Each class offered by this prospectus has a 12b-1 plan. The plans provide for the fund to pay annual fees of 0.25% for A Class and 1.00% for B and C Class to the distributor. The distributor may use these fees to pay for certain ongoing shareholder and administrative services and for distribution services, including past distribution services. The distributor pays all or a portion of such fees to the investment advisors, banks, broker-dealers and insurance companies that make the classes available. Because these fees are used to pay for services that are not related to prospective sales of the fund, each class will continue to make payments under its plan even if it is closed to new investors. Because these fees are paid out of the fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of sales charges. The higher fees for B and C Class shares may cost you more over time than paying the initial sales charge for A Class shares. For additional information about the plans and their terms, see MULTIPLE CLASS STRUCTURE in the Statement of Additional Information. 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, the advisor will pay such service providers a fee for performing those services. Also, the advisor and the fund's distributor may make payments for various additional services or other expenses out of their profits or other available sources. Such expenses may include distribution services, shareholder services or marketing, promotional or related expenses. The amount of any payments described by this paragraph is determined by the advisor or the distributor and is not paid by you. FINANCIAL HIGHLIGHTS UNDERSTANDING THE FINANCIAL HIGHLIGHTS The tables on the next pages itemize what contributed to the changes in share price during the most recently ended fiscal year. They also shows the changes in share price for this period in comparison to changes over the last five fiscal years. On a per-share basis, the tables include 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 investors o share price at the end of the period The tables also include 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 - the operating expenses of the fund as a percentage of average net assets o NET INCOME RATIO - the net investment income of the fund as a percentage of average net assets o PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio that is replaced during the period The Financial Highlights have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. Their Independent Auditors' Report and the financial statements are included in the fund's Annual Report, which is available upon request. CALIFORNIA HIGH-YIELD MUNICIPAL - FINANCIAL HIGHLIGHTS A CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 (EXCEPT AS NOTED) - -------------------------------------------------------------------------------- A CLASS - -------------------------------------------------------------------------------- 2004 2003(1) - -------------------------------------------------------------------------------- PER-SHARE DATA - -------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $9.65 $9.79 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------------------------------- Net Investment Income 0.50 0.29 - ------------------------------------------------- Net Realized and Unrealized Gain (Loss) 0.28 (0.14) - -------------------------------------------------------------------------------- Total From Investment Operations 0.78 0.15 - -------------------------------------------------------------------------------- Distributions - ------------------------------------------------- From Net Investment Income (0.50) (0.29) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $9.93 $9.65 ================================================================================ TOTAL RETURN(2) 8.21% 1.48% RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 0.78% 0.78%(3) - ------------------------------------------------- Ratio of Net Investment Income to Average Net Assets 5.05% 5.04%(3) - ------------------------------------------------- Portfolio Turnover Rate 19% 30%(4) - ------------------------------------------------- Net Assets, End of Period (in thousands) $11,499 $1,286 - -------------------------------------------------------------------------------- (1) January 31, 2003 (commencement of sale) through August 31, 2003. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not include any applicable sales charges. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (3) Annualized. (4) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended August 31, 2003. CALIFORNIA HIGH-YIELD MUNICIPAL - FINANCIAL HIGHLIGHTS B CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 (EXCEPT AS NOTED) - -------------------------------------------------------------------------------- B CLASS - -------------------------------------------------------------------------------- 2004 2003(1) - -------------------------------------------------------------------------------- PER-SHARE DATA - -------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $9.65 $9.79 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------------------------------- Net Investment Income 0.42 0.25 - ------------------------------------------------- Net Realized and Unrealized Gain (Loss) 0.28 (0.14) - -------------------------------------------------------------------------------- Total From Investment Operations 0.70 0.11 - -------------------------------------------------------------------------------- Distributions - ------------------------------------------------- From Net Investment Income (0.42) (0.25) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $9.93 $9.65 ================================================================================ TOTAL RETURN(2) 7.40% 1.05% RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 1.53% 1.53%(3) - ------------------------------------------------- Ratio of Net Investment Income to Average Net Assets 4.30% 4.43%(3) - ------------------------------------------------- Portfolio Turnover Rate 19% 30%(4) - ------------------------------------------------- Net Assets, End of Period (in thousands) $866 $352 - -------------------------------------------------------------------------------- (1) January 31, 2003 (commencement of sale) through August 31, 2003. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not include any applicable sales charges. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (3) Annualized. (4) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended August 31, 2003. CALIFORNIA HIGH-YIELD MUNICIPAL - FINANCIAL HIGHLIGHTS C CLASS FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 (EXCEPT AS NOTED) - -------------------------------------------------------------------------------- C CLASS - -------------------------------------------------------------------------------- 2004 2003(1) - -------------------------------------------------------------------------------- PER-SHARE DATA - -------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $9.65 $9.79 - -------------------------------------------------------------------------------- Income From Investment Operations - ------------------------------------------------- Net Investment Income 0.43 0.26 - ------------------------------------------------- Net Realized and Unrealized Gain (Loss) 0.28 (0.14) - -------------------------------------------------------------------------------- Total From Investment Operations 0.71 0.12 - -------------------------------------------------------------------------------- Distributions - ------------------------------------------------- From Net Investment Income (0.43) (0.26) - -------------------------------------------------------------------------------- Net Asset Value, End of Period $9.93 $9.65 ================================================================================ TOTAL RETURN(2) 7.49% 1.22% RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Ratio of Operating Expenses to Average Net Assets 1.48% 1.28%(3) - ------------------------------------------------- Ratio of Net Investment Income to Average Net Assets 4.35% 4.59%(3) - ------------------------------------------------- Portfolio Turnover Rate 19% 30%(4) - ------------------------------------------------- Net Assets, End of Period (in thousands) $7,416 $2,681 - -------------------------------------------------------------------------------- (1) January 31, 2003 (commencement of sale) through August 31, 2003. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not include any applicable sales charges. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (3) Annualized. (4) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended August 31, 2003. NOTES NOTES MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS ANNUAL AND SEMIANNUAL REPORTS Annual and semiannual reports contain more information about the fund's investments and the market conditions and investment strategies that significantly affected the fund's performance during the most recent fiscal period. STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI contains a more detailed, legal description of the fund's 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 fund or your accounts, by contacting American Century at the address or telephone numbers listed below. You also can get information about the fund (including the SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information. IN PERSON SEC Public Reference Room Washington, D.C. Call 202-942-8090 for location and hours. ON THE INTERNET o EDGAR database at sec.gov o By email request at publicinfo@sec.gov BY MAIL SEC Public Reference Section Washington, D.C. 20549-0102 This prospectus shall not constitute an offer to sell securities of a fund in any state, territory, or other jurisdiction where the fund's shares have not been registered or qualified for sale, unless such registration or qualification is not required, or under any circumstances in which such offer or solicitation would be unlawful. FUND REFERENCE FUND CODE TICKER NEWSPAPER LISTING - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL FUND A Class 133 CAYAX CaHYMu B Class 333 CAYBX CaHYMu C Class 433 CAYCX CaHYMu Investment Company Act File No. 811-0816 AMERICAN CENTURY INVESTMENTS P.O. Box 419786 Kansas City, Missouri 64141-6786 1-800-378-9878 AMERICANCENTURY.COM 0501 SH-PRS-xxxx


AMERICAN CENTURY INVESTMENTS STATEMENT OF ADDITIONAL INFORMATION JANUARY 1, 2005 AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS CALIFORNIA TAX-FREE MONEY MARKET FUND CALIFORNIA LIMITED-TERM TAX-FREE FUND CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND CALIFORNIA HIGH-YIELD MUNICIPAL FUND This Statement of Additional Information adds to the discussion in the funds' prospectuses dated January 1, 2005, 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 one of the addresses or telephone numbers listed on the back cover or visit American Century's Web site at www.americancentury.com. This Statement of Additional Information incorporates by reference certain information that appears in the funds' annual and semiannual reports, which are delivered to all shareholders. You may obtain a free copy of the funds' annual or semiannual reports by calling 1-800-345-2021. American Century Investment Services, Inc. TABLE OF CONTENTS The Funds' History.............................................................x Fund Investment Guidelines.....................................................x California Tax-Free Money Market Fund....................................x California Limited-Term Tax-Free Fund, California Intermediate-Term Tax-Free Fund, California Long-Term Tax-Free Fund........................x California High-Yield Municipal Fund.....................................x Fund Investments and Risks.....................................................x Investment Strategies and Risks..........................................x Investment Policies......................................................x Fundamental Investment Policies..........................................x Temporary Defensive Measures.............................................x Portfolio Turnover.......................................................x Management.....................................................................x The Board of Trustees....................................................x Ownership of Fund Shares.................................................x Code of Ethics...........................................................x Proxy Voting Guidelines..................................................x The Funds' Principal Shareholders..............................................x Service Providers..............................................................x Investment Advisor.......................................................x Transfer Agent and Administrator.........................................x Distributor..............................................................x Other Service Providers........................................................x Custodian Banks..........................................................x Independent Registered Public Accounting Firm............................x Brokerage Allocation...........................................................x Regular Broker-Dealers ..................................................x Information About Fund Shares..................................................x Multiple Class Structure.................................................x Buying and Selling Fund Shares...........................................x Valuation of a Fund's Securities.........................................x Money Market Funds.......................................................x Non-Money Market Funds...................................................x Taxes..........................................................................x Federal Income Tax.......................................................x Alternative Minimum Tax..................................................x State and Local Taxes....................................................x Financial Statements...........................................................x Explanation of Fixed-Income Securities Ratings.................................x THE FUNDS' HISTORY American Century California Tax-Free and Municipal Funds is a registered open-end management investment company that was organized as a Massachusetts business trust on February 18, 1983. From then until January 1997, it was known as Benham California Tax-Free and Municipal Funds. Throughout this Statement of Additional Information, we refer to American Century California Tax-Free and Municipal Funds as the Trust. Each fund is a separate series of the Trust and operates for many purposes as if it were an independent company. Each fund has its own investment objective, strategy, management team, assets, and tax identification and stock registration number. FUND/CLASS TICKER SYMBOL INCEPTION DATE - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET FUND Investor Class BCTXX 11/09/1983 - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE FUND Investor Class BCSTX 06/01/1992 - -------------------------------------------------------------------------------- CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND Investor Class BCITX 11/09/1983 - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE FUND Investor Class BCLTX 11/09/1983 - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL FUND Investor Class BCHYX 12/30/1986 A Class CAYAX 01/31/2003 B Class CAYBX 01/31/2003 C Class CAYCX 01/31/2003 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 x. In the case of the funds' principal investment strategies, these descriptions elaborate upon discussion contained in the prospectuses. Each fund is diversified as defined in the Investment Company Act of 1940 (the Investment Company Act), with the exception of California High-Yield Municipal Fund which is non-diversified. Diversified means that, with respect to 75% of its total assets, a fund will not invest more than 5% of its total assets in the securities of a single issuer or own more than 10% of the outstanding voting securities of a single issuer. Nondiversified means that a fund may invest a greater percentage of its assets in a smaller number of securities than a diversified fund. 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. California Tax-Free Money Market operates pursuant to Rule 2a-7 under the Investment Company Act of 1940, which permits the valuation of portfolio securities on the basis of amortized cost. To rely on Rule 2a-7, the fund must comply with the definition of diversified under the rule. Each fund intends to remain fully invested in municipal obligations. As a fundamental policy, each fund will invest at least 80% of its net assets in California municipal obligations. A municipal obligation is a "California" municipal obligation if its income is exempt from California state income taxes. This includes obligations of the Commonwealth of Puerto Rico and its public corporations (as well as other territories such as Guam and the Virgin Islands), which are exempt from federal and California state income taxes. The remaining 20% of net assets may be invested in (1) municipal obligations issued in other states and (2) U.S. government obligations. For temporary defensive purposes, each fund may invest more than 20% of its net assets in U.S. government obligations. For liquidity purposes, each fund may invest up to 5% of its total assets in shares of money market funds; the non-money market funds may invest in money market funds managed by the advisor. Each fund will invest at least 80% of its net assets in obligations with interest exempt from regular federal income tax. California High-Yield Municipal, unlike the other funds, may invest substantially all of its assets in securities that are subject to the alternative minimum tax. See ALTERNATIVE MINIMUM TAX, page x. For an explanation of the securities ratings referred to in the prospectus and this Statement of Additional Information, see EXPLANATION OF FIXED-INCOME SECURITIES RATINGS beginning on page x. CALIFORNIA TAX-FREE MONEY MARKET FUND California Tax-Free Money Market seeks to maintain a $1 share price, although there is no guarantee it will be able to do so. Shares of the fund are neither insured nor guaranteed by the U.S. government. The money market fund 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 fund, 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, the fund: o buys only U.S. dollar-denominated obligations with remaining maturities of 397 days or less (and variable- and floating-rate obligations with demand features that effectively shorten their maturities to 397 days or less), o maintains a dollar-weighted average maturity of 90 days or less, and o restricts its investments to high-quality obligations determined by the advisor, pursuant to procedures established by the Board of Trustees, to present minimal credit risks. To be considered high-quality, an obligation must be o a U.S. government obligation, or o rated (or of an issuer rated with respect to a class of comparable short-term obligations) in one of the two highest rating categories for short-term obligations by at least two nationally recognized statistical rating agencies (or one if only one has rated the obligation), or o an unrated obligation judged by the advisor, pursuant to guidelines established by the Board of Trustees, to be of a quality comparable to the securities listed above. CALIFORNIA LIMITED-TERM TAX-FREE FUND CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND California Limited-Term Tax-Free, California Intermediate-Term Tax-Free and California Long-Term Tax-Free have identical policies governing the quality of securities in which they may invest. The funds differ in their maturity criteria as stated in the prospectus. In terms of credit quality, each of these funds restricts its investments to o municipal bonds rated, when acquired, within the four highest categories designated by a rating agency o municipal notes (including variable-rate demand obligations) and tax-exempt commercial paper that is rated, when acquired, within the two highest categories designated by a rating agency o unrated obligations judged by the advisor to be of a quality comparable to the securities listed above. CALIFORNIA HIGH-YIELD MUNICIPAL FUND California High-Yield Municipal invests at least 80% of its assets in municipal securities with income payments exempt from federal and California income taxes. Although California High-Yield Municipal typically invests a significant portion of its assets in investment-grade bonds, the advisor does not adhere to specific rating criteria in selecting investments for this fund. The fund invests in securities rated or judged by the advisor to be below investment-grade quality (e.g., bonds rated BB/Ba or lower, which are sometimes referred to as junk bonds) or unrated bonds. Many issuers of medium- and lower-quality bonds choose not to have their obligations rated and a large portion of California High-Yield Municipal's portfolio may consist of obligations that, when acquired, were not rated. Unrated securities may be less liquid than comparable rated securities and may involve the risk that the portfolio managers may not accurately evaluate the security's comparative credit rating. Analyzing the creditworthiness of issuers of lower-quality, unrated bonds may be more complex than analyzing the creditworthiness of issuers of higher-quality bonds. There is no limit to the percentage of assets the fund may invest in unrated securities. The fund may invest up to 10% of its total assets in securities that are in technical or monetary default. California High-Yield Municipal may invest in investment-grade municipal obligations if the advisor considers it appropriate to do so. Investments of this nature may be made due to market considerations (e.g., a limited supply of medium- and lower-grade municipal obligations) or to increase liquidity of the fund. Investing in high-grade obligations may lower the fund's return. California High-Yield Municipal may purchase private activity municipal securities. The interest from these securities is treated as a tax-preference item in calculating federal AMT liability. The fund is not limited in its investments in securities that are subject to the AMT. Therefore, the fund is better suited for investors who do not expect alternative minimum tax liability. See TAXES, page xx. FUND INVESTMENTS AND RISKS INVESTMENT STRATEGIES AND RISKS This section describes 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 investment vehicle and strategy contributes to a fund's overall risk profile. CONCENTRATION IN TYPES OF MUNICIPAL ACTIVITIES From time to time, a significant portion of a fund's assets may be invested in municipal obligations that are related to the extent that economic, business or political developments affecting one of these obligations could affect the other obligations in a similar manner. For example, if a fund invested a significant portion of its assets in utility bonds and a state or federal government agency or legislative body promulgated or enacted new environmental protection requirements for utility providers, projects financed by utility bonds could suffer as a group. Additional financing might be required to comply with the new environmental requirements, and outstanding debt might be downgraded in the interim. Among other factors that could negatively affect bonds issued to finance similar types of projects are state and federal legislation regarding financing for municipal projects, pending court decisions relating to the validity or means of financing municipal projects, material or manpower shortages, and declining demand for projects or facilities financed by the municipal bonds. ABOUT THE RISKS AFFECTING CALIFORNIA MUNICIPAL SECURITIES As noted in the Prospectus, the funds are susceptible to political, economic and regulatory events that affect issuers of California municipal obligations. These include possible adverse effects of California constitutional amendments, legislative measures, voter initiatives and other matters described below. The following information about risk factors is provided in view of the funds' policies of concentrating their assets in California municipal securities. This information is based on recent official statements relating to securities offerings of California issuers, although it does not constitute a complete description of the risks associated with investing in securities of these issuers. While the advisor has not independently verified the information contained in the official statements, it has no reason to believe the information is inaccurate. ECONOMIC OVERVIEW California's economy, the largest among the 50 states and one of the largest in the world, has major components in high technology, trade, entertainment, agriculture, manufacturing, tourism, construction and services. The state's July 1, 2003 population, over 35 million, representing approximately 12% of the U. S. population has grown by nearly 11% since 1997. California's population is concentrated in metropolitan areas. As of the April 1, 2000 census, 97 percent of California's population resided in the 25 Metropolitan Statistical Areas in the state. As of July 1, 2002, the 5-county Los Angeles area accounted for 49 percent of the state's population, with over 17 million residents, and the 10-county San Francisco Bay Area represented 20 percent, with a population of over 7.0 million. After experiencing strong employment gains in the second half of the 1990's, California's economy slipped into a recession in early 2001, losing approximately 290,000 jobs between March 2001 and January 2002. The recession was concentrated in the State's high-tech sector and, geographically, in the San Francisco Bay area. Although the Bay Area is still slow to recover from the most recent downturn, the state as a whole has rebounded. Total non-farm employment for California was up 0.7% for the year ending June 30, 2004 . CONSTITUTIONAL LIMITATIONS ON TAXES Many California issuers rely on ad valorem property taxes as a source of revenue. The taxing powers of California local governments and districts are limited by Article XIIIA of the California Constitution, enacted by voters in 1978 and commonly known as "Proposition 13." Proposition 13 limits to 1% of full cash value the rate of ad valorem taxes on real property and restricts the reassessment of property to 2% per year, except where new construction or changes of ownership have occurred (subject to a number of exemptions). Taxing entities may, however, raise ad valorem taxes above the 1% limit to pay debt service on voter-approved bonded indebtedness. The U.S. Supreme Court has upheld Proposition 13 against claims that it has unlawfully resulted in widely varying tax liability on similarly situated properties. Proposition 13 also requires voters of any governmental unit to give two-thirds approval to levy any special tax. Subsequent court decisions, however, have allowed non-voter approved general taxes so long as they are not dedicated to a specific use. In response to these decisions, voters adopted an initiative in 1986 that imposed new limits on the ability of local government entities to raise or levy general taxes without voter approval. Based upon a 1991 intermediate appellate court decision, it was believed that significant parts of this initiative, known as Proposition 62, were unconstitutional. On September 28, 1995, the California Supreme Court rendered a decision in the case of Santa Clara County Local Transportation Authority vs. Guardino that rejected the prior decision and upheld Proposition 62, while striking down a 1/2-cent sales tax for transportation purposes that was approved by a majority, but less than two-thirds, vote. Proposition 62 does not apply to charter cities, but other local governments may be constrained in raising any taxes without voter approval. On November 5, 1996, California voters approved Proposition 218. This proposition adds Articles XIIIC and XIIID to the state constitution, which affects the ability of local governments, including charter cities, to levy and collect both existing and future taxes, assessments, fees and charges. Proposition 218 became effective on November 6, 1996, although application of some of its provisions was deferred until July 1, 1997. This proposition could negatively impact a local government's ability to make its debt service payments, and thus could result in lower credit ratings. CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS The state and its local governments are subject to an annual appropriations limit imposed by Article XIIIB of the California Constitution. This article was enacted by voters in 1979 and was significantly amended by Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB prohibits the state and certain local governments from spending "appropriations subject to limitation" in excess of an appropriations limit. The appropriations limit is adjusted annually to reflect population changes and changes in the cost of living as well as transfers of responsibility between government units. "Appropriations subject to limitation" are authorizations to spend "proceeds of taxes" consisting of tax revenues and certain other charges and fees to the extent that such proceeds exceed the cost of providing the product or service. However, proceeds of taxes exclude most state subventions to local governments. "Excess revenues" under Article XIIIB are measured over a two-year cycle. Local governments must return any excess revenues to taxpayers through tax rate reductions. The state must refund 50% of any excess and pay the other 50% to schools and community colleges. With the application of more liberal annual adjustment factors since 1988 and depressed revenues since 1990 due to the recession, few governments are currently operating near their spending limits, but this condition may change over time. Local governments may, by voter approval, exceed their spending limits for a limited time. Because of the complex nature of Articles XIIIA and XIIIB, the ambiguities and possible inconsistencies in their terms and the impossibility of predicting future appropriations, population changes, changes in the cost of living or the probability of continuing legal challenges, it is difficult to measure the full impact of these Articles on the California municipal market or on the ability of California issuers to pay debt service on their obligations. OBLIGATIONS OF THE STATE OF CALIFORNIA As of August 1, 2004, the state had outstanding approximately $45.9 billion in aggregate principal amount of long-term general obligation bonds, and unused voter authorizations for the future issuance of approximately $34.5 billion of long-term general obligation bonds. The California Economic Recovery Bond Act (proposition 57) was approved by the voters in a statewide primary election on March 2, 2004. Proposition 57 authorizes the issuance of up to $15 billion in economic recovery bonds to finance the negative general fund reserve balance as of June 30, 2004 and other general fund obligations undertaken prior to June 30, 2004. In May 2004 the state issued $10.9 billion in Economic Recovery Bonds resulting in the deposit of net proceeds to the general fund of approximately $11.25 billion during the 2003-04 fiscal year (of which, for budgetary purposes, approximately $9.2 billion was applied to the 2003-04 fiscal year and approximately $2 billion will be applied to offset fiscal year 2004-05 general fund expenditures). On June 18, 2003, the state issued $10.97 billion of 2003 Revenue Anticipation Warrants, which matured and were paid in full on June 16, 2004. The state also issued $3 billion of RANs on October 28, 2003, which matured and were paid in full on June 23, 2004. The most recent cash flow projections prepared by the Department of Finance anticipate the issuance of $6 billion of RANs in October 2004 to mature in June 2005. STATE FINANCES The state's principal sources of General Fund revenues for fiscal year 2003-04 were the California personal income tax (45% of total revenues), the sales tax (32% of total revenues), and bank and corporations taxes (9% of total revenues). Historically, the state has paid the principal of and interest on its general obligation bonds, lease-purchase debt and short-term obligations when due. Pressures on the state's budget in the late 1980s and early 1990s were caused by a combination of external economic conditions and growth of the largest General Fund expenditure programs--K-12 education, health, welfare and corrections--at rates faster than the revenue base. The largest state expenditure program is assistance to local public school districts. In 1988, Proposition 98 was enacted; it essentially guarantees local school districts and community college districts a minimum share of the state's General Fund revenues. Expenditures pressures continue as the state's overall population and school age population continue to grow, and as the state's corrections program responds to a "Three Strikes" law enacted in 1994 (which requires mandatory life prison terms for certain third-time felony offenders). In addition, the long-term impact of federal welfare reform on the state's budget is uncertain, especially in a weaker economic environment. State finances have improved from fiscal year 1995 to fiscal year 2001, due primarily to stronger-than-anticipated revenue and lower-than-anticipated social spending. The state finished fiscal year 2000-01 with an estimated $6.6 billion General Fund balance (on a budgetary basis), down from a balance of $8.5 billion the prior year. But over the past few years, California has suffered from a weakened fiscal position as a result of dramatic revenue underperformance in fiscal 2002 and fiscal 2003 stemming primarily from lower-than-expected personal income tax receipts combined with continued expenditure pressures of the late 1980s and early 1990s. California faced its most serious fiscal challenge in its history as it has experienced the most dramatic decline in revenues since World War II. The decline in state revenues is attributable in large part to declines in personal income tax receipts, principally due to reduced stock market related income tax revenues, such as capital gains realizations and stock option income, in a state that derives a large share of its revenue from a sharply progressive personal income tax. The state estimates that stock market related personal income tax revenue declined from $17.9 billion in fiscal year 2000-01 to $6.1 billion in fiscal year 2001-02, and to $5.0 billion in 2002-03, a total 72% decline. The 2004-05 Governor's Budget, released on January 9, 2004, reported that, in the absence of corrective actions to change existing policies, operating deficits, estimated at $14 billion for fiscal 2004-05, would continue to be incurred. The May Revision released on May 13, 2004, projected a June 30, 2005 General Fund reserve of $998 million, up $363 million from the 2004-05 Governor's Budget projections. The increase in the reserve was the result of a $2.229 billion increase in prior year adjustments, a $245 million increase in revenues (over both fiscal years 2003-04 and 2004-05), a $1 billion reduction in the sale of economic recovery bonds and a $1.112 billion increase in expenditures (over both fiscal years 2003-04 and 2004-05). Under the 2004 Budget Act, General Fund revenues are projected to increase 3.6%, from $74.6 billion in fiscal year 2003-04 (which includes approximately $2.3 billion in tobacco securitization bond proceeds) to $77.3 billion in fiscal year 2004-05. The revenue projections assume a continuing rebound in California's economy as reflected in several key indicators. The 2004 Budget Act largely reflects the budget proposals contained in the May Revision (released on May 13, 2004) to the original 2004-05 Governor's Budget proposed on January 9, 2004. Revenue increases since the May Revision reflected in the 2004 Budget Act total $542 million. In addition, expenditures increased by $1.1 billion since the May Revision. In summary, the 2004 Budget Act addressed a projected $13.9 billion budget shortfall through expenditure cuts ($4.0 billion or 28.7% ), cost avoidance ($4.4 billion or 31.7%), fund shifts ($1.6 billion or 11.2%), loans or borrowing ($2.1 billion or 15.4%), and transfers and other revenue ($1.8 billion or 13.0 %). The 2004 Budget Act contains the following major components: 1. Rebasing Proposition 98 Minimum Funding Guarantee--The level of Proposition 98 appropriations is to be reset at a level approximately $2 billion less than would otherwise be required for fiscal year 2004-05 pursuant to legislation relating to the 2004 Budget Act. 2. Higher Education--A new fee policy for higher education is implemented whereby future undergraduate and graduate level fee increases are tied to increases in per-capita personal income, with flexibility to increase fees by not more than an average of 10% a year over the next three years. Under the fee policy, graduate fees may increase at rates in excess of undergraduate fees until a 50% differential is achieved. In fiscal year 2004-05, fees are increased 14% for undergraduates and 20% for graduate students (25% for CSU graduate students majoring in non-teacher preparation programs). The new long-term policy is designed to ensure that public university students are protected from future dramatic fee increases as a consequence of declines in General Fund resources. The 2004 Budget Act includes $750 million in various spending reductions for higher education from otherwise mandated levels. 3. Health and Human Services--While the administration has proposed major reforms of the Medi-Cal program, any such reforms are expected to take at least one year to implement. As a result, the 2004 Budget Act does not include any savings attributed to Medi-Cal redesign. Other strategies independent of the Medi-Cal redesign have been included in the 2004 Budget Act, such as the implementation of Medi-Cal rate increases for County Organized Health Systems and Pharmacy Reimbursement Realignment. In addition, increased work incentives under the CalWORKs program are proposed. The budget includes $992 million in reductions in various social service programs from otherwise mandated levels. 4. Pension Reform--The 2004 Budget Act eliminates state contributions to CalPERS on behalf of new state employees for the first two years of employment. In addition, the 2004 Budget Act assumes the issuance of $929 million pension obligation bonds to cover a portion of the state's required contributions to CalPERS in fiscal year 2004-05. Of this amount, $577 million is reflected as a revenue transfer and $352 million as savings. 5. Substantially Reduced External Borrowings--As stated, the 2004 Budget Act assumes the issuance of $929 million in pension obligation bonds to pay a portion of the pension obligations in fiscal year 2004-05. In addition, approximately $2 billion of economic recovery bond proceeds will be deposited in a deficit recovery fund and will be used to offset fiscal year 2004-05 General Fund expenditures. 6. Tax Relief--The 2004 Budget Act reflects the elimination of the VLF offset program beginning in fiscal year 2004-05. 7. Indian Gaming--The 2004 Budget Act includes $300 million in additional revenues as a result of the renegotiation of tribal gaming compacts and the negotiation of new compacts with tribes that wish to expand gaming activities. The 2004 Budget Act authorizes the state to sell the revenue stream to be received from payments made by certain Indian tribes to secure up to $1.5 billion of securities, the proceeds of which will be used by the state to repay prior transportation loans. Issuance of these securities is contingent upon the failure of Propositions 68 and 70, which relate to Indian gaming and have qualified for the November 2004 ballot. Pending litigation relating to the Indian gaming compacts could also affect these additional revenues. 8. Other Revenue Enhancements and Expenditure Reductions--The 2004 Budget Act includes: $1.21 billion in savings for the suspension of the Transportation Investment Fund transfer, $450 million in savings from deposits of punitive damages awards used to offset general fund costs in fiscal year 2004-05, $206 million for spending reductions that would result from changes in the correctional system and $150 million of additional savings pursuant to Control Section 4.10 of the 2004 Budget Act (which gives the Department of Finance the authority to reduce appropriations in certain circumstances). In its May 17, 2004 "Overview of the 2004-05 May Revision," the Legislative Analyst's Office ("LAO") projected that a $6 billion operating shortfall would re-emerge in fiscal year 2005-06. Although the LAO expects that the shortfall could be substantially offset through accessing carryover reserves and using the remaining Proposition 57 authorization, the state budget would still be modestly out of balance. The LAO further projected that following fiscal year 2005-06, the state would again face major budget shortfalls, absent significant corrective actions. The LAO estimates that the fiscal year 2006-07 shortfall would approach $8 billion, and that annual operating deficits above $6.5 billion would persist for the forecast period (through fiscal year 2008-09). The LAO has not revised its May 17, 2004 forecast of revenues, expenditures and the state's potential structural deficit since the adoption of the 2004 Budget Act. Although the administration projects that, given current spending rates, there will be an operating deficit in fiscal year 2005-06, the Legislature is required to send and the administration is required to sign a balanced budget, as specified in the constitution. Savings, which cannot be determined at this time, are anticipated from various budget reform proposals, such as Medi-Cal and from recommendations made by the California Performance Review that will be implemented. These savings will help reduce the operating deficit in fiscal year 2005-06. The state's credit ratings initially declined due to the budget crisis but have since rebounded due to an uptrend in the economy and the state's liquidity position. In September 2004, Fitch upgraded the state's general obligation credit rating to "A-." In August 2004, Standard & Poor's upgraded the state's general obligation credit rating to "A" and in May 2004, Moody's Investors Services upgraded such rating to "A3" with a positive outlook. In January 2004, these ratings were "BBB," "BBB" and "Baa1," respectively. OBLIGATIONS OF OTHER ISSUERS IN CALIFORNIA Property tax revenues received by local governments declined more than 50% following the passage of Proposition 13 in 1978. Subsequently, the California legislature enacted measures to provide for the redistribution of the state's General Fund surplus to local agencies, the reallocation of certain state revenues to local agencies, and the assumption of certain government functions by the state to assist the state's municipalities. However, in response to the fiscal crisis at the state level, the Legislature in 1992-93 and 1993-94 effectively reversed the post-Proposition 13 bailout aid and directed over $3 billion of city, county and special district property taxes to school districts, which enabled the state to reduce its aid to schools by the same amount. Part of this shortfall is to be covered by a 0.5% sales tax allocated to local governments for public safety purposes. The 0.5% sales tax increase was imposed by Proposition 172, which was approved by a majority of voters at the statewide election on November 2, 1993. Even with these cuts and property tax shifts, more than 70% of the state's General Fund expenditures are for local government assistance. To the extent that the state is constrained by its Article XIIIB appropriations limit, its obligation to conform to Proposition 98, or other fiscal considerations, the absolute level or rate of growth of state assistance to local governments may be reduced. Any such reductions in state aid could compound the serious fiscal constraints already experienced by many local governments, particularly counties. MUNICIPAL NOTES Municipal notes are issued by state and local governments or government entities to provide short-term capital or to meet cash flow needs. Tax Anticipation Notes (TANs) are issued in anticipation of seasonal tax revenues, such as ad valorem property, income, sales, use and business taxes, and are payable from these future taxes. TANs usually are general obligations of the issuer. General obligations 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 Anticipation Notes (RANs) are issued with the expectation that receipt of future revenues, such as federal revenue sharing or state aid payments, will be used to repay the notes. Typically, these notes also constitute general obligations of the issuer. Bond Anticipation Notes (BANs) are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds provide the money for repayment of the notes. Tax-Exempt Commercial Paper is an obligation with a stated maturity of 365 days or less issued to finance seasonal cash flow needs or to provide short-term financing in anticipation of longer-term financing. Revenue Anticipation Warrants, or reimbursement warrants, are issued to meet the cash flow needs of the State of California at the end of a fiscal year and in the early weeks of the following fiscal year. These warrants are payable from unapplied money in the state's General Fund, including the proceeds of revenue anticipation notes issued following enactment of a state budget or the proceeds of refunding warrants issued by the state. MUNICIPAL BONDS Municipal bonds, which generally have maturities of more than one year when issued, are designed to meet longer-term capital needs. These securities have two principal classifications: general obligation bonds and revenue bonds. General Obligation (GO) Bonds are issued by states, counties, cities, towns, school districts 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 seaport facilities and hospitals. 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 Variable- and floating-rate instruments are issued by corporations, financial institutions, states, municipalities, and government agencies and instrumentalities. 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. Variable- and floating-rate demand obligations (VRDOs and FRDOs) carry rights that permit holders to demand payment of the unpaid principal plus accrued interest, from the issuers or from financial intermediaries. The rate adjustment mechanisms are designed to result in a market value for the VRDO or FRDO that approximates par value. Although money market funds typically limit their investments to securities with remaining maturities of 397 days or less, they may invest in variable- and floating-rate instruments that have nominal (or stated) maturities in excess of 397 days, provided that such instruments have demand features and/or interest rate reset mechanisms consistent with regulatory requirements for money market funds. 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 that are held by a bank in trust or otherwise, which have tender options or demand features attached. These tender option or demand features 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. Some obligations with term puts attached may be issued by municipalities. The fund managers 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 an obligation with a put attached 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, 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 put provider'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 fund managers monitor the credit quality of bonds underlying the funds' TOB holdings and intend to sell or put back any TOB if the ratings on the underlying bond fall below regulatory requirements under Rule 2a-7. The advisor also takes steps to minimize the risk that a 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 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. For example, a fund may sell a security and at the same time make a commitment to purchase the same or a comparable security at a future date and specified price. Conversely, a fund may purchase a security and at the same time make a commitment to sell the same or a comparable security at a future date and specified price. These types of transactions are executed simultaneously in what are known as dollar-rolls (buy/sell back transactions), cash and carry, or financing transactions. For example, a broker-dealer may seek to purchase a particular security that a fund owns. The fund will sell that security to the broker-dealer and simultaneously enter into a forward commitment agreement to buy it back at a future date. This type of transaction generates income for the fund if the dealer is willing to execute the transaction at a favorable price in order to acquire a specific security. 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. For example, market rates of interest on debt securities at the time of delivery may be higher or lower than those contracted for on the when-issued security. Accordingly, the value of the security may decline prior to delivery, which could result in a loss to the fund. 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. When purchasing securities on a when-issued or forward commitment basis, a fund will segregate cash equivalents or other appropriate liquid securities on its records 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 they 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, a fund 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 non-appropriation clauses, which provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purposes by the appropriate legislative body on a yearly or other periodic basis. Municipal lease obligations also may be subject to abatement risk. For example, construction delays or destruction of a facility as a result of an uninsurable disaster that prevents occupancy could result in all or a portion of a lease payment not being made. California and its municipalities are the largest issuers of municipal lease obligations in the United States. INVERSE FLOATERS The funds (except the money market fund) 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 (1) a broker-dealer who purchases fixed-rate bonds and places them in a trust, or (2) 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, if any, on the underlying bonds after floater interest and auction fees are paid. The interest rates on inverse floaters may be significantly reduced, even to zero, if interest rates rise. 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. LOWER-QUALITY BONDS As indicated in the prospectus, an investment in California High-Yield Municipal carries greater risk than an investment in the other funds because the fund may invest, without limitation, in lower-rated bonds and unrated bonds judged by the advisor to be of comparable quality (collectively, lower-quality bonds). While the market values of higher-quality bonds tend to correspond to market interest rate changes, the market values of lower-quality bonds tend to reflect the financial condition of their issuers. The ability of an issuer to make payment could be affected by litigation, legislation or other political events, or the bankruptcy of the issuer. Lower-quality municipal bonds are more susceptible to these risks than higher-quality municipal bonds. In addition, lower-quality bonds may be unsecured or subordinated to other obligations of the issuer. Projects financed through the issuance of lower-quality bonds often carry higher levels of risk. 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, a higher level of debt, 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 may 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 a negative tax impact on 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 may be 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 In order to meet anticipated redemptions, anticipated purchases of additional securities for a fund's portfolio, or, in some cases, for temporary defensive purposes, each fund may invest a portion of its assets in money market and other short-term securities. Examples of those securities include: o Securities issued or guaranteed by the U.S. government and its agencies and instrumentalities o Commercial Paper o Certificates of Deposit and Euro Dollar Certificates of Deposit o Bankers' Acceptances o Short-term notes, bonds, debentures or other debt instruments o Repurchase agreements o Money Market funds Under the Investment Company Act, a fund's investment in other investment companies (including money market funds) currently is limited to (a) 3% of the total voting stock of any one investment company; (b) 5% of the fund's total assets with respect to any one investment company; and (c) 10% of a fund's total assets in the aggregate. For the non-money market funds, these investments may include investments in money market funds managed by the advisor. Any investments in money market funds must be consistent with the investment policies and restrictions of the fund making the investment. 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. STRUCTURED AND DERIVATIVE SECURITIES To the extent permitted by its investment objectives and policies, each fund may invest in structured securities and securities that are commonly referred to as derivative securities. Generally, a derivative security is a financial arrangement, the value of which is based on, or derived from, a traditional security, asset, or market index. Certain derivative securities may be described as structured investments. A structured investment is a security whose value or performance is linked to an underlying index or other security or asset class. Structured investments include asset-backed securities (ABS), commercial and residential mortgage-backed securities (CMBS and MBS), and collateralized mortgage obligations (CMO), which are described more fully below. Structured investments also include securities backed by other types of collateral. Structured investments involve the transfer of specified financial assets to a special purpose entity, generally a corporation or trust, or the deposit of financial assets with a custodian; and the issuance of securities or depository receipts backed by, or representing interests in, those assets. Some structured investments are individually negotiated agreements or are traded over the counter. Structured investments may be organized and operated to restructure the investment characteristics of the underlying security. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Structured securities are subject to such risks as the inability or unwillingness of the issuers of the underlying securities to repay principal and interest, and requests by the issuers of the underlying securities to reschedule or restructure outstanding debt and to extend additional loan amounts. Some derivative securities, such as mortgage-related and other asset-backed securities, are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are many different types of derivative securities and many different ways to use them. Futures and options are commonly used for traditional hedging purposes to attempt to protect a fund from exposure to changing interest rates, securities prices or currency exchange rates, and for cash management purposes as a low-cost method of gaining exposure to a particular securities market without investing directly in those securities. The return on a derivative security may increase or decrease, depending upon changes in the reference index or instrument to which it relates. There are a range of risks associated with investments in derivative securities, including: o the risk that the underlying security, interest rate, market index or other financial asset will not move in the direction the fund managers anticipate; o the possibility that there may be no liquid secondary market, or the possibility that price fluctuation limits may be imposed by the exchange, either of which may make it difficult or impossible to close out a position when desired; o the risk that adverse price movements in an instrument can result in a loss substantially greater than a fund's initial investment; and o the risk that the counterparty will fail to perform its obligations. A fund may not invest in a derivative security unless the reference index or the instrument to which it relates is an eligible investment for the fund. For example, a security whose underlying value is linked to the price of oil would not be a permissible investment because the funds may not invest in oil and gas leases or futures. A fund may not invest in a derivative security if its credit, interest rate, liquidity, counterparty and other risks associated with ownership of the security are outside acceptable limits set forth in the fund's prospectus. The Board of Trustees has approved the advisor's policy regarding investments in derivative securities. That policy specifies factors that must be considered in connection with a purchase of derivative securities and provides that a fund may not invest in a derivative security if it would be possible for a fund to lose more money than the notional value of the investment. The policy also establishes a committee that must review certain proposed purchases before the purchases can be made. The advisor will report on fund activity in derivative securities to the Board of Trustees as necessary. SWAP AGREEMENTS Each fund may invest in swap agreements, consistent with its investment objective and strategies. A fund may enter into a swap agreement in order to, for example, attempt to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets; protect against currency fluctuations; attempt to manage duration to protect against any increase in the price of securities the fund anticipates purchasing at a later date; or gain exposure to certain markets in the most economical way possible. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or "swapped" between the parties are generally calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. Forms of swap agreements include, for example, interest rate swaps, under which fixed- or floating-rate interest payments on a specific principal amount are exchanged and total return swaps, under which one party agrees to pay the other the total return of a defined underlying asset (usually an index, stock, bond or defined portfolio of loans and mortgages) in exchange for fee payments, often a variable stream of cashflows based on LIBOR. The funds may enter into credit default swap agreements to hedge an existing position by purchasing or selling credit protection. Credit default swaps enable an investor to buy/sell protection against a credit event of a specific issuer. The seller of credit protection against a security or basket of securities receives an up-front or periodic payment to compensate against potential default event(s). The fund may enhance returns by selling protection or attempt to mitigate credit risk by buying protection. Market supply and demand factors may cause distortions between the cash securities market and the credit default swap market. Whether a fund's use of swap agreements will be successful depends on the advisor's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Interest rate swaps could result in losses if interest rate changes are not correctly anticipated by the fund. Total return swaps could result in losses if the reference index, security, or investments do not perform as anticipated by the fund. Credit default swaps could result in losses if the fund does not correctly evaluate the creditworthiness of the issuer on which the credit default swap is based. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The funds will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. Certain restrictions imposed on the funds by the Internal Revenue Code may limit the funds' ability to use swap agreements. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements. INFLATION-INDEXED SECURITIES The funds may purchase inflation-indexed securities issued by the U.S. Treasury, U.S. government agencies and instrumentalities other than the U.S. Treasury, and entities other than the U.S. Treasury or U.S. government agencies and instrumentalities. INFLATION-INDEXED TREASURY SECURITIES Inflation-indexed U.S. Treasury securities are U.S. Treasury securities with a final value and interest payment stream linked to the inflation rate. Inflation-indexed U.S. Treasury securities may be issued in either note or bond form. Inflation-indexed U.S. Treasury notes have maturities of at least one year, but not more than 10 years. Inflation-indexed U.S. Treasury bonds have maturities of more than 10 years. Inflation-indexed U.S. Treasury securities may be attractive to investors seeking an investment backed by the full faith and credit of the U.S. government that provides a return in excess of the rate of inflation. These securities were first sold in the U.S. market in January 1997. Inflation-indexed U.S. Treasury securities are auctioned and issued on a quarterly basis. STRUCTURE AND INFLATION INDEX The principal value of inflation-indexed U.S. Treasury securities will be adjusted to reflect changes in the level of inflation. The index for measuring the inflation rate for inflation-indexed U.S. Treasury securities is the non-seasonally adjusted U.S. City Average All Items Consumer Price for All Urban Consumers Index (Consumer Price Index) published monthly by the U.S. Department of Labor's Bureau of Labor Statistics. Semiannual coupon interest payments are made at a fixed percentage of the inflation-indexed principal value. The coupon rate for the semiannual interest rate of each issuance of inflation-indexed U.S. Treasury securities is determined at the time the securities are sold to the public (i.e., by competitive bids in the auction). The coupon rate will likely reflect real yields available in the U.S. Treasury market; real yields are the prevailing yields on U.S. Treasury securities with similar maturities, less then-prevailing inflation expectations. While a reduction in inflation will cause a reduction in the interest payment made on the securities, the repayment of principal at the maturity of the security is guaranteed by the U.S. Treasury to be no less than the original face or par amount of the security at the time of issuance. INDEXING METHODOLOGY The principal value of inflation-indexed U.S. Treasury securities will be indexed, or adjusted, to account for changes in the Consumer Price Index. Semiannual coupon interest payment amounts will be determined by multiplying the inflation-indexed principal amount by one-half the stated rate of interest on each interest payment date. TAXATION The taxation of inflation-indexed U.S. Treasury securities is similar to the taxation of conventional bonds. Both interest payments and the difference between original principal and the inflation-adjusted principal will be treated as interest income subject to taxation. Interest payments are taxable when received or accrued. The inflation adjustment to the principal is subject to tax in the year the adjustment is made, not at maturity of the security when the cash from the repayment of principal is received. If an upward adjustment has been made (which typically should happen), investors in non-tax-deferred accounts will pay taxes on this amount currently. Decreases in the indexed principal can be deducted only from current or previous interest payments reported as income. Inflation-indexed U.S. Treasury securities therefore have a potential cash flow mismatch to an investor, because investors must pay taxes on the inflation-adjusted principal before the repayment of principal is received. It is possible that, particularly for high income tax bracket investors, inflation-indexed U.S. Treasury securities would not generate enough income in a given year to cover the tax liability they could create. This is similar to the current tax treatment for zero-coupon bonds and other discount securities. If inflation-indexed U.S. Treasury securities are sold prior to maturity, capital losses or gains are realized in the same manner as traditional bonds. Investors in a fund will receive dividends that represent both the interest payments and the principal adjustments of the inflation-indexed securities held in the fund's portfolio. An investment in a fund may, therefore, be a means to avoid the cash flow mismatch associated with a direct investment in inflation-indexed securities. For more information about taxes and their effect on you as an investor in the funds, see TAXES, page 65. U.S. GOVERNMENT AGENCIES A number of U.S. government agencies and instrumentalities other than the U.S. Treasury may issue inflation-indexed securities. Some U.S. government agencies have issued inflation-indexed securities whose design mirrors that of the inflation-indexed U.S. Treasury securities described above. OTHER ENTITIES Entities other than the U.S. Treasury or U.S. government agencies and instrumentalities may issue inflation-indexed securities. SHARE PRICE VOLATILITY Inflation-indexed securities are designed to offer a return linked to inflation, thereby protecting future purchasing power of the money invested in them. However, inflation-indexed securities provide this protected return only if held to maturity. In addition, inflation-indexed securities may not trade at par value. Real interest rates (the market rate of interest less the anticipated rate of inflation) change over time as a result of many factors, such as what investors are demanding as a true value for money. When real rates do change, inflation-indexed securities prices will be more sensitive to these changes than conventional bonds, because these securities were sold originally based upon a real interest rate that is no longer prevailing. Should market expectations for real interest rates rise, the price of inflation-indexed securities and the share price of a fund holding these securities will fall. Investors in the funds should be prepared to accept not only this share price volatility but also the possible adverse tax consequences it may cause. An investment in securities featuring inflation-adjusted principal and/or interest involves factors not associated with more traditional fixed-principal securities. Such factors include the possibility that the inflation index may be subject to significant changes, that changes in the index may or may not correlate to changes in interest rates generally or changes in other indices, or that the resulting interest may be greater or less than that payable on other securities of similar maturities. In the event of sustained deflation, it is possible that the amount of semiannual interest payments, the inflation-adjusted principal of the security and the value of the stripped components, will decrease. If any of these possibilities are realized, a fund's net asset value could be negatively affected. MORTGAGE-RELATED SECURITIEs BACKGROUND A mortgage-backed security represents an ownership interest in a pool of mortgage loans. The loans are made by financial institutions to finance home and other real estate purchases. As the loans are repaid, investors receive payments of both interest and principal. Like fixed-income securities such as U.S. Treasury bonds, mortgage-backed securities pay a stated rate of interest during the life of the security. However, unlike a bond, which returns principal to the investor in one lump sum at maturity, mortgage-backed securities return principal to the investor in increments during the life of the security. Because the timing and speed of principal repayments vary, the cash flow on mortgage-backed securities is irregular. If mortgage holders sell their homes, refinance their loans, prepay their mortgages or default on their loans, the principal is distributed pro rata to investors. As with other fixed-income securities, the prices of mortgage-backed securities fluctuate in response to changing interest rates; when interest rates fall, the prices of mortgage-backed securities rise, and vice versa. Changing interest rates have additional significance for mortgage-backed securities investors, however, because they influence prepayment rates (the rates at which mortgage holders prepay their mortgages), which in turn affect the yields on mortgage-backed securities. When interest rates decline, prepayment rates generally increase. Mortgage holders take advantage of the opportunity to refinance their mortgages at lower rates with lower monthly payments. When interest rates rise, mortgage holders are less inclined to refinance their mortgages. The effect of prepayment activity on yield depends on whether the mortgage-backed security was purchased at a premium or at a discount. A fund may receive principal sooner than it expected because of accelerated prepayments. Under these circumstances, the fund might have to reinvest returned principal at rates lower than it would have earned if principal payments were made on schedule. Conversely, a mortgage-backed security may exceed its anticipated life if prepayment rates decelerate unexpectedly. Under these circumstances, a fund might miss an opportunity to earn interest at higher prevailing rates. GNMA CERTIFICATES The Government National Mortgage Association (GNMA) is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The National Housing Act of 1934 (Housing Act), as amended, authorizes GNMA to guarantee the timely payment of interest and repayment of principal on certificates that are backed by a pool of mortgage loans insured by the Federal Housing Administration under the Housing Act, or by Title V of the Housing Act of 1949 (FHA Loans), or guaranteed by the Veterans' Affairs under the Servicemen's Readjustment Act of 1944 (VA Loans), as amended, or by pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of the U.S. government is pledged to the payment of all amounts that may be required to be paid under any guarantee. GNMA has unlimited authority to borrow from the U.S. Treasury in order to meet its obligations under this guarantee. GNMA certificates represent a pro rata interest in one or more pools of the following types of mortgage loans: (a) fixed-rate level payment mortgage loans; (b) fixed-rate graduated payment mortgage loans (GPMs); (c) fixed-rate growing equity mortgage loans (GEMs); (d) fixed-rate mortgage loans secured by manufactured (mobile) homes (MHs); (e) mortgage loans on multifamily residential properties under construction (CLCs); (f) mortgage loans on completed multifamily projects (PLCs); (g) fixed-rate mortgage loans that use escrowed funds to reduce the borrower's monthly payments during the early years of the mortgage loans (buydown mortgage loans); and (h) mortgage loans that provide for payment adjustments based on periodic changes in interest rates or in other payment terms of the mortgage loans. FANNIE MAE CERTIFICATES The Federal National Mortgage Association (FNMA or Fannie Mae) is a federally chartered and privately owned corporation established under the Federal National Mortgage Association Charter Act. Fannie Mae was originally established in 1938 as a U.S. government agency designed to provide supplemental liquidity to the mortgage market and was reorganized as a stockholder-owned and privately managed corporation by legislation enacted in 1968. Fannie Mae acquires capital from investors who would not ordinarily invest in mortgage loans directly and thereby expands the total amount of funds available for housing. This money is used to buy home mortgage loans from local lenders, replenishing the supply of capital available for mortgage lending. Fannie Mae certificates represent a pro rata interest in one or more pools of FHA Loans, VA Loans, or, most commonly, conventional mortgage loans (i.e., mortgage loans that are not insured or guaranteed by a government agency) of the following types: (a) fixed-rate level payment mortgage loans; (b) fixed-rate growing equity mortgage loans; (c) fixed-rate graduated payment mortgage loans; (d) adjustable-rate mortgage loans; and (e) fixed-rate mortgage loans secured by multifamily projects. Fannie Mae certificates entitle the registered holder to receive amounts representing a pro rata interest in scheduled principal and interest payments (at the certificate's pass-through rate, which is net of any servicing and guarantee fees on the underlying mortgage loans), any principal prepayments, and a proportionate interest in the full principal amount of any foreclosed or otherwise liquidated mortgage loan. The full and timely payment of interest and repayment of principal on each Fannie Mae certificate is guaranteed by Fannie Mae; this guarantee is not backed by the full faith and credit of the U.S. government. FREDDIE MAC CERTIFICATES The Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) is a corporate instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970 (FHLMC Act), as amended. Freddie Mac was established primarily for the purpose of increasing the availability of mortgage credit. Its principal activity consists of purchasing first-lien conventional residential mortgage loans (and participation interests in such mortgage loans) and reselling these loans in the form of mortgage-backed securities, primarily Freddie Mac certificates. Freddie Mac certificates represent a pro rata interest in a group of mortgage loans (a Freddie Mac certificate group) purchased by Freddie Mac. The mortgage loans underlying Freddie Mac certificates consist of fixed- or adjustable-rate mortgage loans with original terms to maturity of between 10 and 30 years, substantially all of which are secured by first-liens on one- to four-family residential properties or multifamily projects. Each mortgage loan must meet standards set forth in the FHLMC Act. A Freddie Mac certificate group may include whole loans, participation interests in whole loans, undivided interests in whole loans, and participations composing another Freddie Mac certificate group. Freddie Mac guarantees to each registered holder of a Freddie Mac certificate the timely payment of interest at the rate provided for by the certificate. Freddie Mac also guarantees ultimate collection of all principal on the related mortgage loans, without any offset or deduction, but generally does not guarantee the timely repayment of principal. Freddie Mac may remit principal at any time after default on an underlying mortgage loan, but no later than 30 days following (a) foreclosure sale, (b) payment of a claim by any mortgage insurer, or (c) the expiration of any right of redemption, whichever occurs later, and in any event no later than one year after demand has been made upon the mortgager for accelerated payment of principal. Obligations guaranteed by Freddie Mac are not backed by the full faith and credit pledge of the U.S. government. COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS) A CMO is a multiclass bond backed by a pool of mortgage pass-through certificates or mortgage loans. CMOs may be collateralized by (a) GNMA, Fannie Mae or Freddie Mac pass-through certificates; (b) unsecured mortgage loans insured by the Federal Housing Administration or guaranteed by the Department of Veterans' Affairs; (c) unsecuritized conventional mortgages; or (d) any combination thereof. In structuring a CMO, an issuer distributes cash flow from the underlying collateral over a series of classes called tranches. Each CMO is a set of two or more tranches, with average lives and cash flow patterns designed to meet specific investment objectives. The average life expectancies of the different tranches in a four-part deal, for example, might be two, five, seven and 20 years. As payments on the underlying mortgage loans are collected, the CMO issuer pays the coupon rate of interest to the bondholders in each tranche. At the outset, scheduled and unscheduled principal payments go to investors in the first tranches. Investors in later tranches do not begin receiving principal payments until the prior tranches are paid off. This basic type of CMO is known as a sequential pay or plain vanilla CMO. Some CMOs are structured so that the prepayment or market risks are transferred from one tranche to another. Prepayment stability is improved in some tranches if other tranches absorb more prepayment variability. The final tranche of a CMO often takes the form of a Z-bond, also known as an accrual bond or accretion bond. Holders of these securities receive no cash until the earlier tranches are paid in full. During the period that the other tranches are outstanding, periodic interest payments are added to the initial face amount of the Z-bond but are not paid to investors. When the prior tranches are retired, the Z-bond receives coupon payments on its higher principal balance plus any principal prepayments from the underlying mortgage loans. The existence of a Z-bond tranche helps stabilize cash flow patterns in the other tranches. In a changing interest rate environment, however, the value of the Z-bond tends to be more volatile. As CMOs have evolved, some classes of CMO bonds have become more prevalent. The planned amortization class (PAC) and targeted amortization class (TAC), for example, were designed to reduce prepayment risk by establishing a sinking-fund structure. PAC and TAC bonds assure to varying degrees that investors will receive payments over a predetermined period under various prepayment scenarios. Although PAC and TAC bonds are similar, PAC bonds are better able to provide stable cash flows under various prepayment scenarios than TAC bonds because of the order in which these tranches are paid. The existence of a PAC or TAC tranche can create higher levels of risk for other tranches in the CMO because the stability of the PAC or TAC tranche is achieved by creating at least one other tranche -- known as a companion bond, support or non-PAC bond -- that absorbs the variability of principal cash flows. Because companion bonds have a high degree of average life variability, they generally pay a higher yield. A TAC bond can have some of the prepayment variability of a companion bond if there is also a PAC bond in the CMO issue. Floating-rate CMO tranches (floaters) pay a variable rate of interest that is usually tied to the LIBOR. Institutional investors with short-term liabilities, such as commercial banks, often find floating-rate CMOs attractive investments. Super floaters (which float a certain percentage above LIBOR) and inverse floaters (which float inversely to LIBOR) are variations on the floater structure that have highly variable cash flows. STRIPPED MORTGAGE-BACKED SECURITIES Stripped mortgage-backed securities are created by segregating the cash flows from underlying mortgage loans or mortgage securities to create two or more new securities, each with a specified percentage of the underlying security's principal or interest payments. Mortgage-backed securities may be partially stripped so that each investor class receives some interest and some principal. When securities are completely stripped, however, all of the interest is distributed to holders of one type of security, known as an interest-only security, or IO, and all of the principal is distributed to holders of another type of security known as a principal-only security, or PO. Strips can be created in a pass-through structure or as tranches of a CMO. The market values of IOs and POs are very sensitive to interest rate and prepayment rate fluctuations. POs, for example, increase (or decrease) in value as interest rates decline (or rise). The price behavior of these securities also depends on whether the mortgage collateral was purchased at a premium or discount to its par value. Prepayments on discount coupon POs generally are much lower than prepayments on premium coupon POs. IOs may be used to hedge a fund's other investments because prepayments cause the value of an IO strip to move in the opposite direction from other mortgage-backed securities. ADJUSTABLE-RATE MORTGAGE LOANS (ARMS) ARMs eligible for inclusion in a mortgage pool generally will provide for a fixed initial mortgage interest rate for a specified period of time, generally for either the first three, six, 12, 24, 36, 60 or 84 scheduled monthly payments. Thereafter, the interest rates are subject to periodic adjustment based on changes in an index. ARMs have minimum and maximum rates beyond which the mortgage interest rate may not vary over the lifetime of the loan. Certain ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. Negatively amortizing ARMs may provide limitations on changes in the required monthly payment. Limitations on monthly payments can result in monthly payments that are greater or less than the amount necessary to amortize a negatively amortizing ARM by its maturity at the interest rate in effect during any particular month. There are two types of indices that provide the basis for ARM rate adjustments: those based on market rates and those based on a calculated measure, such as a cost-of-funds index or a moving average of mortgage rates. Commonly utilized indices include the one-year, three-year and five-year constant maturity U.S. Treasury rates (as reported by the Federal Reserve Board); the three-month Treasury bill rate; the 180-day Treasury bill rate; rates on longer-term Treasury securities; the Eleventh District Federal Home Loan Bank Cost of Funds Index (EDCOFI); the National Median Cost of Funds Index; the one-month, three-month, six-month or one-year London Interbank Offered Rate (LIBOR); or six-month CD rates. Some indices, such as the one-year constant maturity Treasury rate or three-month LIBOR, are highly correlated with changes in market interest rates. Other indices, such as the EDCOFI, tend to lag behind changes in market rates and be somewhat less volatile over short periods of time. The EDCOFI reflects the monthly weighted average cost of funds of savings and loan associations and savings banks whose home offices are located in Arizona, California and Nevada (the Federal Home Loan Bank Eleventh District) and who are member institutions of the Federal Home Loan Bank of San Francisco (the FHLB of San Francisco), as computed from statistics tabulated and published by the FHLB of San Francisco. The FHLB of San Francisco normally announces the Cost of Funds Index on the last working day of the month following the month in which the cost of funds was incurred. One-year and three-year Constant Maturity Treasury (CMT) rates are calculated by the Federal Reserve Bank of New York, based on daily closing bid yields on actively traded Treasury securities submitted by five leading broker-dealers. The median bid yields are used to construct a daily yield curve. The National Median Cost of Funds Index, similar to the EDCOFI, is calculated monthly by the Federal Home Loan Bank Board (FHLBB) and represents the average monthly interest expenses on liabilities of member institutions. A median, rather than an arithmetic mean, is used to reduce the effect of extreme numbers. LIBOR is the rate at which banks in London offer Eurodollars in trades between banks. LIBOR has become a key rate in the U.S. domestic money market because it is perceived to reflect the true global cost of money. The fund managers may invest in ARMs whose periodic interest rate adjustments are based on new indices as these indices become available. COMMERCIAL MORTGAGE-BACKED SECURITIES (CMBS) CMBS are securities created from a pool of commercial mortgage loans, such as loans for hotels, shopping centers, office buildings, apartment buildings, and the like. Interest and principal payments from these loans are passed on to the investor according to a particular schedule of payments. They may be issued by U.S. government agencies or by private issuers. The credit quality of CMBS depends primarily on the quality of the underlying loans and on the structure of the particular deal. Generally, deals are structured with senior and subordinate classes. Multiple classes may permit the issuance of securities with payment terms, interest rates, or other characteristics differing both from those of each other and those of the underlying assets. Examples include classes having characteristics such as floating interest rates or scheduled amortization of principal. Rating agencies rate the individual classes of the deal based on the degree of seniority or subordination of a particular class and other factors. The value of these securities may change because of actual or perceived changes in the creditworthiness of individual borrowers, their tenants, the servicing agents, or the general state of commercial real estate and other factors. CMBS may be partially stripped so that each investor class receives some interest and some principal. When securities are completely stripped, however, all of the interest is distributed to holders of one type of security, known as an interest-only security (IO), and all of the principal is distributed to holders of another type of security known as a principal-only security (PO). The funds are permitted to invest in IO classes of CMBS. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The cash flows and yields on IO classes are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. In the cases of IOs, prepayments affect the amount of cash flows provided to the investor. If the underlying mortgage assets experience greater than anticipated prepayments of principal, an investor may fail to fully recoup its initial investment in an IO class of a stripped mortgage-backed security, even if the IO class is rated AAA or Aaa or is derived from a full faith and credit obligation. However, because commercial mortgages are often locked out from prepayment, or have high prepayment penalties or a defeasance mechanism, the prepayment risk associated with a CMBS IO class is generally less than that of a residential IO. ASSET-BACKED SECURITIES (ABS) ABS are structured like mortgage-backed securities, but instead of mortgage loans or interest in mortgage loans, the underlying assets may include, for example, such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, home equity loans, student loans, small business loans, and receivables from credit card agreements. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited. The value of an ABS is affected by changes in the market's perception of the assets backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans, the financial institution providing any credit enhancement, and subordination levels. Payments of principal and interest passed through to holders of ABS are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or a priority to certain of the borrower's other securities. The degree of credit enhancement varies, and generally applies to only a fraction of the asset-backed security's par value until exhausted. If the credit enhancement of an ABS held by the fund has been exhausted, and if any required payments of principal and interest are not made with respect to the underlying loans, the fund may experience losses or delays in receiving payment. Some types of ABS may be less effective than other types of securities as a means of "locking in" attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the fund. The risks of investing in ABS are ultimately dependent upon the repayment of loans by the individual or corporate borrowers. Although a fund would generally have no recourse against the entity that originated the loans in the event of default by a borrower, ABS typically are structured to mitigate this risk of default. Asset-backed securities are generally issued in more than one class, each with different payment terms. Multiple class asset-backed securities may be used as a method of providing credit support through creation of one or more classes whose right to payments is made subordinate to the right to such payments of the remaining class or classes. Multiple classes also may permit the issuance of securities with payment terms, interest rates or other characteristics differing both from those of each other and from those of the underlying assets. Examples include so-called strips (asset-backed securities entitling the holder to disproportionate interests with respect to the allocation of interest and principal of the assets backing the security), and securities with classes having characteristics such as floating interest rates or scheduled amortization of principal. FUTURES AND OPTIONS Each non-money market fund may enter into futures contracts, options or options on futures contracts. 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. 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 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 indices, such as the Bond Buyer Municipal Bond Index that are consistent with the funds' investment objectives. The funds also may engage in futures and options transactions based on specific securities such as U.S. Treasury bonds or notes. Bond Buyer Municipal Bond Index futures contracts differ from traditional futures contracts in that when delivery takes place, no bonds change hands. Instead, these contracts settle in cash at the spot market value of the Bond Buyer Municipal Bond Index. Although other types of futures contracts by their terms call for actual delivery or acceptance of the underlying securities, in most cases the contracts are closed out before the settlement date. A futures position may be closed by taking an opposite position in an identical contract (i.e., buying a contract that has previously been sold or selling a contract that has previously been bought). To initiate and maintain open positions in a futures contract, a fund would be required to make a good faith margin deposit in cash or government securities with a futures broker or custodian. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying security) if it is not terminated prior to the specified delivery date. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, brokers may establish margin deposit requirements that are higher than the exchange minimums. Once a futures contract position is opened, the value of the contract is marked to market daily. If the futures contract price changes to the extent that the 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 fund managers consider 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 fund managers 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 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 segregate cash, cash equivalents or other appropriate liquid assets on its records in an amount sufficient to cover its obligations under the futures contracts and options. MUNICIPAL BOND INSURERS Securities held by the funds may be (a) insured under a new-issue insurance policy obtained by the issuer of the security or (b) insured under a secondary market insurance policy purchased by the fund or a previous bond holder. The following paragraphs provide some background on the bond insurance organizations most frequently relied upon for municipal bond insurance in the United States. Ambac Financial Group, Inc. (AMBAC) is a Delaware-domiciled stock insurance corporation. Ambac Assurance Corporation is a wholly owned subsidiary of AMBAC, a publicly held company. Ambac Assurance Corporation's claims-paying ability is rated Aaa/AAA/AAA by Moody's Investors Service, Inc. (Moody's), Standard & Poor's Corporation (S&P) and Fitch, Inc. (Fitch), respectively. Financial Guaranty Insurance Company (FGIC) is a wholly owned subsidiary of FGIC Corporation, a Delaware corporation. FGIC's claims-paying ability is rated Aaa/AAA/AAA by Moody's, S&P and Fitch, respectively. MBIA Insurance Corporation (MBIA) is a monoline insurance company, which is a wholly owned subsidiary of MBIA Inc. organized as a Connecticut corporation. MBIA's claims-paying ability is rated Aaa/AAA/AAA by Moody's, S&P and Fitch, respectively. Financial Security Assurance Inc. (FSA) is a financial guaranty insurance company operated in New York, which became a separately capitalized Dexia subsidiary in 2000. FSA's claims-paying ability is rated Aaa/AAA/AAA by Moody's, S&P and Fitch, respectively. XL Capital Assurance Inc. (XLCA) was formed in 1999 as an indirect, wholly owned New York-domiciled subsidiary of XL Capital Ltd. XLCA's claims-paying ability is rated Aaa/AAA/AAA by Moody's, S&P and Fitch, respectively. CDC IXIS Financial Guaranty North America is a wholly owned subsidiary of CDC IXIS Financial Guaranty Holding. The parent of the holding company is CDC IXIS, which is an AAA-rated French financial institution that owns 100% of the holding company. Each of the three companies' claims-paying ability is rated Aaa/AAA/AAA by Moody's, S&P and Fitch, respectively. Radian Asset Assurance Inc. (Radian) is the surviving entity and name for the former Asset Guaranty. Radian is an operating subsidiary of Radian Group Inc., a Delaware corporation. Radian's claims-paying ability is rated Aaa by Moody's and AA by S&P and Fitch. American Capital Access Holdings, Inc. is the parent company of ACA Financial Guaranty Corp. (ACA). The parent of ACA is owned by several institutional investors. Recently, S&P put ACA's rating on negative creditwatch. In August 2004, Fitch withdrew its rating based on ACA's decision to no longer provide information necessary for Fitch to maintain its rating. S&P may restore its previous A rating and stable outlook for ACA if certain capital transactions are closed by ACA. RESTRICTED AND ILLIQUID SECURITIES The funds may, from time to time, purchase restricted or illiquid securities when they present attractive investment opportunities that otherwise meet the funds' criteria for selection. "Restricted Securities" include securities that cannot be sold to the public without registration under the Securities Act of 1933 or the availability of an exemption from registration (such as Rules 144 or 144A), or that are "not readily marketable" because they are subject to other legal or contractual delays in or restrictions on resale. 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 has delegated the day-to-day function of determining the liquidity of Rule 144A securities to the fund managers. The board retains the responsibility to monitor the implementation of the guidelines and procedures it has adopted. Because the secondary market for restricted securities is generally limited to certain qualified institutional investors, the liquidity of such securities may be limited accordingly and a fund may, from time to time, hold a Rule 144A or other security that is illiquid. In such an event, the advisor will consider appropriate remedies to minimize the effect on such fund's liquidity. INVESTMENT POLICIES Unless otherwise indicated, with the exception of the percentage limitations on borrowing, the restrictions described below apply at the time a fund enters into a transaction. Accordingly, any later increase or decrease beyond the specified limitation resulting from a change in a fund's net assets will not be considered in determining whether it has complied with its investment restrictions. For purposes of the funds' investment restrictions, the party identified as the "issuer" of a municipal security depends on the form and conditions of the security. When the assets and revenues of a political subdivision are separate from those of the government that created the subdivision and the security is backed only by the assets and revenues of the subdivision, the subdivision is deemed the sole issuer. Similarly, in the case of an Industrial Development Bond, if the bond were backed only by the assets and revenues of a non-governmental user, the non-governmental user would be deemed the sole issuer. If, in either case, the creating government or some other entity were to guarantee the security, the guarantee would be considered a separate security and treated as an issue of the guaranteeing entity. OTHER INVESTMENT COMPANIES Each fund may invest up to 10% of its total assets in other investment companies, such as mutual funds, provided that the investment is consistent with the fund's investment policies and restrictions. These investments may include investments in money market funds managed by the advisor. Under the Investment Company Act, a fund's investment in such securities, subject to certain exceptions, currently is limited to: o 3% of the total voting stock of any one investment company; o 5% of the fund's total assets with respect to any one investment company; and o 10% of the fund's total assets in the aggregate. Such purchases will be made in the open market where no commission or profit to a sponsor or dealer results from the purchase other than the customary brokers' commissions. As a shareholder of another investment company, a fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the management fee that each fund bears directly in connection with its own operations. FUNDAMENTAL INVESTMENT POLICIES The funds' fundamental investment policies are set forth below. These investment policies and the funds' investment objectives set forth in their prospectuses may not be changed without approval of a majority of the outstanding votes of shareholders of a fund, as determined in accordance with the Investment Company Act. SUBJECT POLICY Senior Securities A fund may not issue senior securities, except as permitted under the Investment Company Act. Borrowing A fund may not borrow money, except for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33-1/3% of the fund's total assets. Lending A fund may not lend any security or make any other loan if, as a result, more than 33-1/3% of the fund's total assets would be lent to other parties, except (i) through the purchase of debt securities in accordance with its investment objective, policies and limitations or (ii) by engaging in repurchase agreements with respect to portfolio securities. Real Estate A fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This policy shall not prevent a fund from investing in securities or other instruments backed by real estate or securities of companies that deal in real estate or are engaged in the real estate business. Concentration A fund may not concentrate its investments in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities). Underwriting A fund may not act as an underwriter of securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities. Commodities A fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, provided that this limitation shall not prohibit the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities. Control A fund may not invest for purposes of exercising control over management. For purposes of the investment restrictions relating to lending and borrowing, the funds have received an exemptive order from the SEC regarding an interfund lending program. Under the terms of the exemptive order, the funds may borrow money from or lend money to other ACIM-advised funds that permit such transactions. All such transactions will be subject to the limits for borrowing and lending set forth above. The funds will borrow money through the program only when the costs are equal to or lower than the costs of short-term bank loans. Interfund loans and borrowings normally extend only overnight, but can have a maximum duration of seven days. The funds will lend through the program only when the returns are higher than those available from other short-term instruments (such as repurchase agreements). The funds may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs. 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 its authorities, agencies, instrumentalities or political subdivisions and repurchase agreements secured by such obligations, (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 their 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) business credit and personal credit businesses will be considered separate industries. NONFUNDAMENTAL INVESTMENT POLICIES In addition, the funds are subject to the following investment policies that are not fundamental and may be changed by the Board of Trustees. SUBJECT POLICY Leveraging A fund may not purchase additional investment securities at any time during which outstanding borrowings exceed 5% of the total assets of the fund. Futures and The money market fund may not purchase or sell futures contracts Options or call options. This limitation does not apply to options attached to, or acquired or traded together with, their underlying securities, and does not apply to securities that incorporate features similar to options or futures contracts. Liquidity A fund may not purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets (10% for the money market fund) would be invested in repurchase agreements not entitling the holder to payment of principal and interest within seven days, and 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. The Investment Company Act imposes certain additional restrictions upon the funds' ability to acquire securities issued by insurance companies, broker-dealers, underwriters or investment advisors, and upon transactions with affiliated persons as defined by the Act. It also defines and forbids the creation of cross and circular ownership. Neither the SEC nor any other agency of the federal or state government participates in or supervises the management of the funds or their investment practices or policies. 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. To the extent a fund assumes a defensive position, it will not be pursuing its investment objectives and may generate taxable income. PORTFOLIO TURNOVER The portfolio turnover rate of each fund (except the money market fund) is listed in the Financial Highlights table in the prospectuses. Because of the short-term nature of the money market fund's investments, portfolio turnover rates are not generally used to evaluate their trading activities. MANAGEMENT The individuals listed below serve as trustees or officers of the funds. Each trustee serves until his or her successor is duly elected and qualified or until he or she retires. Effective March 2004, mandatory retirement age for independent trustees is 73. However, the mandatory retirement age may be extended for a period not to exceed two years with the approval of the remaining independent trustees. The independent trustees have extended the mandatory retirement age of Mr. Eisenstat to 75. Mr. Scott may serve until age 77 based on an extension granted under retirement guidelines in effect prior to March 2004. Those listed as interested trustees are "interested" primarily by virtue of their engagement as officers of American Century Companies, Inc. (ACC) or its wholly-owned subsidiaries, including the funds' investment advisor, American Century Investment Management, Inc. (ACIM or the advisor); the funds' principal underwriter, American Century Investment Services, Inc. (ACIS); and the funds' transfer agent, American Century Services Corporation (ACSC). The other trustees (more than three-fourths of the total number) are independent; that is, they have never been employees or officers of, and have no financial interest in, ACC or any of its wholly-owned subsidiaries, including ACIM, ACIS and ACSC. The trustees serve in this capacity for eight registered investment companies in the American Century family of funds. All persons named as officers of the funds also serve in similar capacities for the other 13 investment companies advised by ACIM, unless otherwise noted. Only officers with policy-making functions are listed. No officer is compensated for his or her service as an officer of the funds. The listed officers are interested persons of the funds and are appointed or re-appointed on an annual basis. NUMBER OF PORTFOLIOS IN FUND LENGTH COMPLEX OTHER POSITION(S) OF TIME OVERSEEN DIRECTORSHIPS NAME, ADDRESS HELD WITH SERVED PRINCIPAL OCCUPATION(S) BY HELD BY (YEAR OF BIRTH) FUNDS (YEARS) DURING PAST 5 YEARS TRUSTEE TRUSTEE ------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEES ------------------------------------------------------------------------------------------------------------------------ William M. Lyons Trustee, 7 Chief Executive Officer, ACC 33 None 4500 Main Street Chairman and other ACC subsidiaries Kansas City, MO 64111 of the (September 2000 to present) (1955) Board President, ACC (June 1997 to present) President, ACIM (September 2002 to present) President, ACIS (July 2003 to present) Chief Operating Officer, ACC (June 1996 to September 2000) Also serves as: Executive Vice President , ACSC and other ACC subsidiaries ------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES ------------------------------------------------------------------------------------------------------------------------ Albert Eisenstat Trustee 9 33 Independent Director, 1665 Charleston Road Retired, General Partner, SUNGARD DATA SYSTEMS Mountain View, CA 94043 DISCOVERY VENTURES (1991 to present) (1930) (Venture capital firm, Independent Director, 1996 to 1998) BUSINESS OBJECTS S/A (1994 to present) Independent Director COMMERCIAL METALS (1983-2001) - ------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND LENGTH COMPLEX OTHER POSITION(S) OF TIME OVERSEEN DIRECTORSHIPS NAME, ADDRESS HELD WITH SERVED PRINCIPAL OCCUPATION(S) BY HELD BY (YEAR OF BIRTH) FUNDS (YEARS) DURING PAST 5 YEARS TRUSTEE TRUSTEE ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ Ronald J. Gilson Lead 9 Charles J. Meyers Professor 33 None 1665 Charleston Road Trustee of Law and Business, Mountain View, CA 94043 STANFORD LAW SCHOOL (1946) (1979 to present) 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) ------------------------------------------------------------------------------------------------------------------------ Kathryn A. Hall Trustee 3 President and Chief 33 Director, PRINCETON 1665 Charleston Road Investment Officer, UNIVERSITY Mountain View, CA 94043 OFFIT HALL CAPITAL INVESTMENT COMPANY (1957) MANAGEMENT, LLC (1997 to present) (April 2002 to present) Director, STANFORD President and Managing MANAGEMENT COMPANY Director, LAUREL MANAGEMENT (2001 to present) COMPANY, L.L.C. Director, UCSF (1996 to April 2002) FOUNDATION (2000 to present) Director, SAN FRANCISCO DAY SCHOOL (1999 to present) ------------------------------------------------------------------------------------------------------------------------ Myron S. Scholes Trustee 24 Partner, OAK HILL CAPITAL 33 Director, DIMENSIONAL 1665 Charleston Road MANAGEMENT, (1999 to present) FUND ADVISORS Mountain View, CA 94043 Frank E. Buck Professor (investment advisor, (1941) of Finance, STANFORD 1982 to present) GRADUATE SCHOOL OF BUSINESS Director, SMITH (1981 to present) BREEDEN FAMILY OF FUNDS (1992 to present) ------------------------------------------------------------------------------------------------------------------------ Kenneth E. Scott Trustee 33 Ralph M. Parsons Professor 33 None 1665 Charleston Road of Law and Business, Mountain View, CA 94043 STANFORD LAW SCHOOL (1928) (1972 to present) ----------------------------------------------------------------------------------------------------------------------- John B. Shoven Trustee 2 Professor of Economics, 33 Director, CADENCE 1665 Charleston Road STANFORD UNIVERSITY DESIGN SYSTEMS Mountain View, CA 94043 (1977 to present) (1992 to present) (1947) Director, WATSON WYATT WORLDWIDE (2002 to present) Director, PALMSOURCE Inc.(2002 to present) ------------------------------------------------------------------------------------------------------------------------ Jeanne D. Wohlers Trustee 20 Retired, Director and Partner, 33 Director, INDUS 1665 Charleston Road WINDY HILL PRODUCTIONS, LP INTERNATIONAL Mountain View, CA 94043 (educational software, (software solutions, (1945) 1994 to 1998) January 1999 to present) Director, QUINTUS CORPORATION (automation solutions, 1995 to present) ------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN FUND LENGTH COMPLEX OTHER POSITION(S) OF TIME OVERSEEN DIRECTORSHIPS NAME, ADDRESS HELD WITH SERVED PRINCIPAL OCCUPATION(S) BY HELD BY (YEAR OF BIRTH) FUNDS (YEARS) DURING PAST 5 YEARS TRUSTEE TRUSTEE ------------------------------------------------------------------------------------------------------------------------ OFFICERS ------------------------------------------------------------------------------------------------------------------------ William M. Lyons President 4 See entry above under Not See entry 4500 Main Street "Interested Trustees." applicable above Kansas City, MO 64111 Chief Administrative Officer, under (1955) ACC (August 1997 to present) "Interested Trustees." Robert T. Jackson Executive 4500 Main St. Vice 4 Chief Financial Officer, Not Not Kansas City, MO 64111 President ACC (May 1995 to October 2002) applicable applicable (1946) President, ACSC (January 1999 to present) Executive Vice President, ACC (May 1995 to present) Also serves as: Executive Vice President and Chief Financial Officer, ACIM, ACIS and other ACC subsidiaries, and Treasurer, ACIM ------------------------------------------------------------------------------------------------------------------------ Maryanne Roepke Senior Vice 4 Senior Vice President Not Not 4500 Main St. President, (April 1998 to present) applicable applicable Kansas City, MO 64111 Treasurer and Assistant Treasurer, ACSC (1956) and Chief (September 1985 to present) Accounting Officer ------------------------------------------------------------------------------------------------------------------------ David C. Tucker Senior Vice 6 Senior Vice President Not Not 4500 Main St. President and General Counsel, applicable applicable Kansas City, MO 64111 and ACIM, ACIS, ACSC and (1958) General other ACC subsidiaries Counsel (June 1998 to present) Vice President and General Counsel, ACC (June 1998 to present) ------------------------------------------------------------------------------------------------------------------------ David H. Reinmiller Vice 3 Chief Compliance Officer, ACSC Not Not 4500 Main St. President less and ACIM (March 2001 to present) applicable applicable Kansas City, MO 64111 and than Vice President, ACSC (1963) Chief 1 (March 2000 to present) Compliance year Vice President, ACIM Officer (March 2002 to present) Vice President, ACIS (March 2003 to present) Assistant General Counsel, ACSC (December 1996 to January 2001) Associate General Counsel, ACSC (July 2001 to present) ----------------------------------------------------------------------------------------------------------------------- C. Jean Wade Controller(1) 8 Vice President, ACSC Not Not 4500 Main St. (February 2000 to present) applicable applicable Kansas City, MO 64111 Controller-Investment Accounting, (1964) ACSC (June 1997 to present) ----------------------------------------------------------------------------------------------------------------------- Robert Leach Controller 8 Vice President, ACSC Not Not 4500 Main St. (February 2000 to present) applicable applicable Kansas City, MO 64111 Controller-Investment Accounting, (1966) ACSC (June 1997 to present) ----------------------------------------------------------------------------------------------------------------------- Jon Zindel Tax Officer 7 Vice President, Corporate Tax, Not Not 4500 Main St. ACSC (April 1998 to present) applicable applicable Kansas City, MO 64111 Vice President, ACIM, ACIS (1967) and other ACC subsidiaries (April 1999 to present) President, AMERICAN CENTURY EMPLOYEE BENEFIT SERVICES, INC. (January 2000 to December 2000) Treasurer, AMERICAN CENTURY EMPLOYEE BENEFIT SERVICES, INC. (December 2000 to December 2003) Treasurer, AMERICAN CENTURY VENTURES, INC. (December 1999 to January 2001) ----------------------------------------------------------------------------------------------------------------------- (1) MS. WADE SERVES IN A SIMILAR CAPACITY FOR SEVEN OTHER INVESTMENT COMPANIES ADVISED BY ACIM. 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. The trustees, in carrying out their fiduciary duty under the Investment Company Act of 1940, are responsible for approving new and existing management contracts with the funds' advisor. In carrying out these responsibilities, the board reviews material factors to evaluate such contracts, including (but not limited to) assessment of information related to the advisor's performance and expense ratios, estimates of income and indirect benefits (if any) accruing to the advisor, the advisor's overall management and projected profitability, and services provided to the funds and their investors. The board has the authority to manage the business of the funds on behalf of their investors, and it has all powers necessary or convenient to carry out that responsibility. Consequently, the trustees may adopt Bylaws providing for the regulation and management of the affairs of the funds and may amend and repeal them to the extent that such Bylaws do not reserve that right to the funds' investors. They may fill vacancies in or reduce the number of board members, 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 who may exercise the powers and authority of the board to the extent that the trustees determine. They may, in general, delegate such authority as they consider desirable to any officer of the funds, to any committee of the board and to any agent or employee of the funds or to any custodian, transfer or investor servicing agent, or principal underwriter. Any determination as to what is in the interests of the funds made by the trustees in good faith shall be conclusive. BOARD REVIEW OF INVESTMENT MANAGEMENT CONTRACTS The Board of Trustees oversees each fund's management and performance on a continuous basis, and the board determines annually whether to approve and renew the fund's investment management agreement. ACIM provides the board with monthly, quarterly, and annual analyses of ACIM's performance in the following areas: o Investment performance of the funds (short-, medium- and long-term); o Shareholder services provided; o Compliance with investment restrictions; and o Fund accounting services provided (including the valuation of portfolio securities); Leaders of each fund's portfolio management team meet with the board periodically to discuss the management and performance of the fund. When considering whether to renew an investment advisory contract, the board examines several factors, but does not identify any particular factor as controlling their decision. Some of the factors considered by the board include: the nature, extent, and quality of the advisory services provided as well as other material facts, such as the investment performance of the fund's assets managed by the adviser and the fair market value of the services provided. To assess these factors, the board reviews both ACIM's performance and that of its peers, as reported by independent gathering services such as Lipper Analytical Services (for fund performance and expenses) and National Quality Review (for shareholder services). Additional information is provided to the board detailing other sources of revenue to ACIM or its affiliates from its relationship with the fund and intangible or "fall-out" benefits that accrue to the adviser and its affiliates, if relevant, and the adviser's control of the investment expenses of the fund, such as transaction costs, including ways in which portfolio transactions for the fund are conducted and brokers are selected. The board also reviews the investment performance of each fund compared with a peer group of funds and an appropriate index or combination of indexes, in addition to a comparative analysis of the total expense ratios of, and advisory fees paid by, similar funds. The board considered the level of ACIM's profits in respect to the management of the American Century family of funds, including the profitability of managing each fund. The board conducted an extensive review of ACIM's methodology in allocating costs to the management of each fund. The board concluded that the cost allocation methodology employed by ACIM has a reasonable basis and is appropriate in light of all of the circumstances. They considered the profits realized by ACIM in connection with the operation of each fund and whether the amount of profit is a fair entrepreneurial profit for the management of each fund. The board also considered ACIM's profit margins in comparison with available industry data, both accounting for and excluding marketing expenses. Based on their evaluation of all material factors assisted by the advice of independent legal counsel, the board, including the independent trustees, concluded that the existing management fee structures are fair and reasonable and that the existing investment management contracts should be continued. COMMITTEES The board has five standing committees to oversee specific functions of the funds' operations. Information about these committees appears in the table below. The trustee first named serves as chairman of the committee. NUMBER OF MEETINGS HELD DURING COMMITTEE MEMBERS FUNCTION LAST FISCAL YEAR -------------------------------------------------------------------------------------------------------------- Audit Kenneth E. Scott The Audit Committee approves the 5 Albert A. Eisenstat engagement of the funds' independent Jeanne D. Wohlers registered public accounting firm, recommends approval of such engagement to the independent trustees, and oversees the activities of the funds' independent registered public accounting firm. The Committee receives reports from the advisor's Internal Audit Department, which is accountable to the Committee. The Committee also receives reporting about compliance matters affecting the funds. -------------------------------------------------------------------------------------------------------------- Governance Kenneth E. Scott The Governance Committee reviews Board 2 Myron S. Scholes procedures and committee structures. It may Jeanne D. Wohlers recommend the creation of new committees, evaluate the membership structure of new and existing committees, consider the frequency and duration of Board and committee meetings and otherwise evaluate the responsibilities, compensation and resources of the Board. -------------------------------------------------------------------------------------------------------------- Nominating Jeanne D. Wohlers The Nominating Committee primarily 1 Kenneth E. Scott considers and recommends individuals Ronald J. Gilson for nomination as trustees. The names of Albert Eisenstat potential trustee candidates are drawn Myron S. Scholes from a number of sources, including Kathryn A. Hall recommendations from members of the John B. Shoven board, management and shareholders. The Nominating Committee does not currently have a policy governing the circumstances under which it will or will not consider nominees recommended by shareholders. - --------------------------------------------------------------------------------------------------------------- Portfolio Myron S. Scholes The Portfolio Committee reviews quarterly 6 Kathryn A. Hall the investment activities and strategies William M. Lyons (ad hoc) used to manage fund assets. The committee regularly receives reports from portfolio managers, credit analysts and other investment personnel concerning the funds' investments. - --------------------------------------------------------------------------------------------------------------- Quality Ronald J. Gilson The Quality of Service Committee reviews 5 of John B. Shoven the level and quality of transfer agent and Service William M. Lyons (ad hoc) administrative services provided to the funds and their shareholders. It receives and reviews reports comparing those services to those of fund competitors and seeks to improve such services where feasible and appropriate. -------------------------------------------------------------------------------------------------------------- COMPENSATION OF TRUSTEES The trustees serve as trustees or directors for eight American Century investment companies. 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 eight 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 eight 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 funds for the periods indicated and by the eight investment companies served by the board to each trustee who is not an interested person as defined in the Investment Company Act. AGGREGATE TRUSTEE COMPENSATION FOR FISCAL YEAR ENDED AUGUST 31, 2004 TOTAL COMPENSATION TOTAL COMPENSATION FROM THE NAME OF TRUSTEE FROM THE FUNDS(1) AMERICAN CENTURY FAMILY OF FUNDS(2) Albert Eisenstat $x $x Ronald J. Gilson $x $x Kathyrn A. Hall $x $x Myron S. Scholes $x $x Kenneth E. Scott $x $x Jeanne D. Wohlers $x $x John Shoven $x $x (1) INCLUDES COMPENSATION PAID TO THE TRUSTEES DURING THE FISCAL YEAR ENDED AUGUST 31, 2004, AND ALSO INCLUDES AMOUNTS DEFERRED AT THE ELECTION OF THE TRUSTEES UNDER THE AMERICAN CENTURY MUTUAL FUNDS' INDEPENDENT DIRECTORS' DEFERRED COMPENSATION PLAN. (2) INCLUDES COMPENSATION PAID BY THE EIGHT INVESTMENT COMPANY MEMBERS OF THE AMERICAN CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE PRECEDING TABLE IS AS FOLLOWS: MR. EISENSTAT, $X; MR. GILSON, $X; MS. HALL, $X; MR. SCHOLES, $X; MR. SCOTT, $X AND MR. SHOVEN, $. The funds have adopted the American Century Mutual Funds' Independent Directors' Deferred Compensation Plan. 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. To date, the funds have voluntarily funded their obligations. 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 August 31, 2004. OWNERSHIP OF FUND SHARES The trustees owned shares in the funds as of December 31, 2003, as shown in the table below: NAME OF TRUSTEES WILLIAM M. ALBERT RONALD J. MYRON S. LYONS EISENSTAT GILSON SCHOLES DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS: California Tax-Free Money Market A A C B California Limited-Term Tax-Free A A A A California Intermediate-Term Tax-Free A A C A California Long-Term Tax-Free A A A A California High-Yield Municipal A A C A AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN Family of Investment Companies E E E E NAME OF TRUSTEES KENNETH E. JEANNE D. KATHRYN A. JOHN B. SCOTT WOHLERS HALL SHOVEN DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS: California Tax-Free Money Market B E A A California Limited-Term Tax-Free E A A A California Intermediate-Term Tax-Free E A A A California Long-Term Tax-Free A A A A California High-Yield Municipal A A A A AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN Family of Investment Companies E E C D RANGES: A--NONE, B--$1-$10,000, C--$10,001-$50,000, D--$50,001-$100,000, E--MORE THAN $100,000 CODE OF ETHICS The funds, their investment advisor and principal underwriter have adopted a code of ethics under Rule 17j-1 of the Investment Company Act and the code of ethics permits personnel subject to the code to invest in securities, including securities that may be purchased or held by the funds, provided that they first obtain approval from the compliance department before making such investments. PROXY VOTING GUIDELINES The advisor is responsible for exercising the voting rights associated with the securities purchased and/or held by the funds. In exercising its voting obligations, the advisor is guided by general fiduciary principles. It must act prudently, solely in the interest of the funds, and for the exclusive purpose of providing benefits to them. The advisor attempts to consider all factors of its vote that could affect the value of the investment. The funds' Board of Trustees has approved the advisor's Proxy Voting Guidelines to govern the advisor's proxy voting activities. The advisor and the board have agreed on certain significant contributors to shareholder value with respect to a number of matters that are often the subject of proxy solicitations for shareholder meetings. The Proxy Voting Guidelines specifically address these considerations and establish a framework for the advisor's consideration of the vote that would be appropriate for the funds. In particular, the Proxy Voting Guidelines outline principles and factors to be considered in the exercise of voting authority for proposals addressing: o Election of Directors o Ratification of Selection of Auditors o Equity-Based Compensation Plans o Anti-Takeover Proposals = Cumulative Voting = Staggered Boards = "Blank Check" Preferred Stock = Elimination of Preemptive Rights = Non-targeted Share Repurchase = Increase in Authorized Common Stock = "Supermajority" Voting Provisions or Super Voting Share Classes = "Fair Price" Amendments = Limiting the Right to Call Special Shareholder Meetings = Poison Pills or Shareholder Rights Plans = Golden Parachutes = Reincorporation = Confidential Voting = Opting In or Out of State Takeover Laws o Shareholder Proposals Involving Social, Moral or Ethical Matters o Anti-Greenmail Proposals o Changes to Indemnification Provisions o Non-Stock Incentive Plans o Director Tenure o Directors' Stock Options Plans o Director Share Ownership Finally, the Proxy Voting Guidelines establish procedures for voting of proxies in cases in which the advisor may have a potential conflict of interest. Companies with which the advisor has direct business relationships could theoretically use these relationships to attempt to unduly influence the manner in which American Century votes on matters for the funds. To ensure that such a conflict of interest does not affect proxy votes cast for the funds, all discretionary (including case-by-case) voting for these companies will be voted in direct consultation with a committee of the independent trustees of the funds. A copy of the advisor's Proxy Voting Guidelines and information regarding how the advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available on the "About Us" page at americancentury.com. The advisor's proxy voting record also is available on the SEC's website at sec.gov. DISCLOSURE OF PORTFOLIO HOLDINGS In order to ensure appropriate access to portfolio holdings information about American Century funds, and to ensure that disclosure of such information is consistent with the best interests of fund shareholders, ACIM has adopted a policy for the disclosure of fund portfolio holdings and characteristics to non-affiliates including individual investors, institutional investors, intermediaries that distribute the Funds' shares, third party service providers, and rating and ranking organizations as follows: DISTRIBUTION TO THE PUBLIC Full portfolio holdings will be made available for distribution to the public quarterly with a lag time of 30 days, in addition to the portfolio disclosure in annual and semi-annual reports. Full holdings are posted on americancentury.com quarterly on the 31st day after the end of the fiscal quarter for each issuer. Top 10 holdings will be made available for distribution monthly with a lag time of 30 days. Certain portfolio characteristics (as determined by the advisor from time to time) will be made available for distribution monthly with a lag time of 30 days. These holdings will be posted monthly on americancentury.com. DISTRIBUTION TO SERVICE PROVIDERS ACIM recognizes that certain parties (generally investment consultants who provide regular analysis of fund portfolios for their clients, or intermediaries who pass through information to fund shareholders) may have legitimate needs for holdings information prior to the times prescribed above. These needs include preparing reports for customers who invest in the funds, creating analyses of fund characteristics for intermediary or consultant clients, reformatting the information for distribution to the intermediary's clients, and reviewing fund performance for ERISA fiduciary purposes. Therefore, for these service providers, portfolio holdings and characteristics may be provided prior to the lapse of 30 days as long as the service provider enters a non-disclosure agreement with ACIM in which it represents that the information will be used only for the services provided to its clients and agrees to treat the information confidentially until the general disclosure release date. Those service providers who have entered such non-disclosure agreements as of October 18, 2004 are as follows: Aetna Inc. American Express Financial Corporation American Fidelity Assurance Co. Ameritas Life Insurance Corporation AUL/American United Life Insurance Company Bell Globemedia Publishing Bellwether Consulting, LLC Bidart & Ross Business Men's Assurance Co. of America Callen Associates, Inc. Commerce Bank, N.A. Connecticut General Life Insurance Company Defined Contribution Advisors, Inc. EquiTrust Life Insurance Company Farm Bureau Life Insurance Company First MetLife Investors Insurance Company Frank Russell Company Fund Evaluation Group, LLC Gartmore Mutual Fund Capital Trust (GMFCT) Hewitt Associates LLC ICMA Retirement Corporation ING ING Life Insurance & Annuity Co. Investors Securities Services, Inc. Iron Capital Advisors J.P. Morgan Retirement Plan Services LLC Jefferson National Life Insurance Company Jefferson Pilot Financial Kansas City Life Insurance Company Kmotion, Inc Manulife Financial Massachusetts Mutual Life Insurance Company MetLife Investors Insurance Company MetLife Investors Insurance Company of California Midland National Life Insurance Company Minnesota Life Insurance Companay Morgan Stanley DW, Inc. Morningstar Associates LLC Morningstar Investment Services, Inc. Mutual of America Life Insurance Company National Life Insurance Company Nationwide Financial NYLife Distributors, LLC Principal Life Insurance Company Prudential Financial S&P Financial Communications SAFECO Life Scotia McLeod Scudder Distributors, Inc. Security Benefit Life Insurance Co. Skandia Smith Barney State Street Global Markets SunTrust Bank The Guardian Life Insurance & Annuity Company, Inc. The Lincoln National Life Insurance Company The Union Central Life Insurance Company Trusco Capital Management Union Bank of California, n.a. VALIC Financial Advisors VALIC Retirement Services Company Wachovia Bank, n.a. Wells Fargo Bank, n.a. DISTRIBUTION IN ONE-ON-ONE PRESENTATIONS ACIM recognizes that from time to time it may receive requests for proposals (RFPs) from consultants or potential clients that request holdings information as of a certain date and for certain periods that may be more frequent than the parameters set out above. As long as such requests are on a one-time basis, and do not result in continued receipt of data, such information may be provided in the RFP. Such information will be provided with a confidentiality legend and only in cases where the recipient has indicated that the data will be used only for legitimate purposes. Distribution of portfolio holdings information, including compliance with this policy and the resolution of any potential conflicts that may arise, is monitored quarterly. Any distribution of holdings information other than in compliance with this policy would have to be authorized by the funds' chief investment officer and ACIM's Legal Department. The funds' board of directors has received and reviewed a summary of ACIM's policy and will be informed of any changes to or material violations of such policy on a quarterly basis. ACIM does not receive any compensation from any party for the distribution of portfolio holdings information. ACIM reserves the right to change part or all of this policy at any time. THE FUNDS' PRINCIPAL SHAREHOLDERS As of December 2, 2004, the following shareholders, beneficially or of record, owned more than 5% of the outstanding shares of any class of the funds. PERCENTAGE OF OUTSTANDING SHARES OWNED OF RECORD BENEFICIALLY(1) CALIFORNIA TAX-FREE MONEY MARKET Investor Class Morgan Guaranty Trust of NY % % Newark, DE CALIFORNIA LIMITED-TERM TAX-FREE Investor Class Charles Schwab & Co. % % San Francisco, CA Pershing LLC % % Jersey City, NJ National Financial Services Corp. % % New York, NY CALIFORNIA INTERMEDIATE-TERM TAX-FREE Investor Class Charles Schwab & Co. % % San Francisco, CA CALIFORNIA LONG-TERM TAX-FREE Investor Class Charles Schwab & Co. % % San Francisco, CA CALIFORNIA HIGH-YIELD MUNICIPAL Investor Class Charles Schwab & Co. % % San Francisco, CA A Class Charles Schwab & Co. % % San Francisco, CA MLPF&S Inc. % % Jacksonville, FL American Enterprise Investment Svcs % % Minneapolis, MN B Class American Enterprise Investment Svcs % % Minneapolis, MN MLPF&S Inc. % % Jacksonville, FL Pershing LLC % % Jersey City, NJ C Class MLPF&S Inc. % % Jacksonville, FL Citigroup Global Markets Inc. % % New York, NY - ------------------------------------------------------------------------------------------------------------------------------------ (1) IF SHARES ARE REGISTERED IN AN INDIVIDUAL'S NAME OR IN THE NAME OF AN INTERMEDIARY FOR THE BENEFIT OF A NAMED PARTY, WE REPORT THOSE SHARES AS BEING BENEFICIALLY OWNED. OTHERWISE, AMERICAN CENTURY HAS NO INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF FUND SHARES. The funds are unaware of any other shareholders, beneficial or of record, who own more than 5% of a fund's outstanding shares. The funds are unaware of any other shareholders, beneficial or of record, who own more than 25% of the voting securities of American Century California Tax-Free and Municipal Funds. A shareholder owning of record or beneficially more than 25% of a fund's outstanding shares may be considered a controlling person. The vote of any such person could have a more significant effect on matters presented at a shareholders' meeting than votes of other shareholders. As of December 2, 2004, 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 that is described below. ACIM, ACSC and ACIS are 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 American Century Investment Management, Inc. (ACIM) serves as the investment advisor for each of the funds. A description of the responsibilities of the advisor appears in the prospectuses under the heading MANAGEMENT. For the services provided to the funds, the advisor receives a daily fee based on a percentage of the net assets of a fund. The annual rate at which this fee is assessed is determined daily in a multi-step process. First, each of the trust's funds is categorized according to the broad asset class in which it invests (e.g., money market, bond or equity), and the assets of the funds in each category are totaled ("Fund Category Assets"). Second, the assets are totaled for certain other accounts managed by the advisor ("Other Account Category Assets"). To be included, these accounts must have the same management team and investment objective as a fund in the same category with the same board of trustees as the trust. Together, the Fund Category Assets and the Other Account Category Assets comprise the "Investment Category Assets." The Investment Category Fee Rate is then calculated by applying a fund's Investment Category Fee Schedule to the Investment Category Assets and dividing the result by the Investment Category Assets. Finally, a separate Complex Fee Schedule is applied to the assets of all of the funds in the American Century family of funds (the "Complex Assets"), and the Complex Fee Rate is calculated based on the resulting total. The Investment Category Fee Rate and the Complex Fee Rate are then added to determine the Management Fee Rate payable by a class of the fund to the advisor. For purposes of determining the assets that comprise the Fund Category Assets, Other Account Category Assets and Complex Assets, the assets of registered investment companies managed by the advisor that invest primarily in the shares of other registered investment companies shall not be included. The schedules by which the unified management fee is determined are shown below. INVESTMENT CATEGORY FEE SCHEDULE FOR CALIFORNIA TAX-FREE MONEY MARKET CATEGORY ASSETS FEE RATE First $1 billion 0.2700% Next $1 billion 0.2270% Next $3 billion 0.1860% Next $5 billion 0.1690% Next $15 billion 0.1580% Next $25 billion 0.1575% Thereafter 0.1570% INVESTMENT CATEGORY FEE SCHEDULE FOR CALIFORNIA LIMITED-TERM TAX-FREE, CALIFORNIA INTERMEDIATE-TERM TAX-FREE AND CALIFORNIA LONG-TERM TAX-FREE CATEGORY ASSETS FEE RATE First $1 billion 0.2800% Next $1 billion 0.2280% Next $3 billion 0.1980% Next $5 billion 0.1780% Next $15 billion 0.1650% Next $25 billion 0.1630% Thereafter 0.1625% INVESTMENT CATEGORY FEE SCHEDULE FOR CALIFORNIA HIGH-YIELD MUNICIPAL CATEGORY ASSETS FEE RATE First $1 billion 0.3100% Next $1 billion 0.2580% Next $3 billion 0.2280% Next $5 billion 0.2080% Next $15 billion 0.1950% Next $25 billion 0.1930% Thereafter 0.1925% The Complex Fee is determined according to the schedule below for Investor, A, B and C Class shares. COMPLEX FEE SCHEDULE COMPLEX ASSETS FEE RATE First $2.5 billion 0.3100% Next $7.5 billion 0.3000% Next $15 billion 0.2985% Next $25 billion 0.2970% Next $25 billion 0.2870% Next $25 billion 0.2800% Next $25 billion 0.2700% Next $25 billion 0.2650% Next $25 billion 0.2600% Next $25 billion 0.2550% Thereafter 0.2500% On each calendar day, each class of each fund accrues a management fee that is equal to the class's Management Fee Rate times the net assets of the class divided by 365 (366 in leap years). On the first business day of each month, the funds pay a management fee to the advisor for the previous month. The fee for the previous month is the sum of the calculated daily fees for each class of a fund during the previous month. The management agreement between the Trust and the advisor 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 o the funds' Board of Trustees, or a majority of outstanding shareholder votes (as defined in the Investment Company Act) and o 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 states that the funds' Board of Trustees or a majority of outstanding shareholder votes may terminate the management agreement at any time without payment of any penalty on 60 days' written notice to the advisor. The management agreement 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, render services to others, and devote time and attention to any other business whether of a similar or dissimilar nature. 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 allocate 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. Unified management fees incurred by each fund for the fiscal periods ended August 31, 2004, 2003 and 2002, are indicated in the following table. UNIFIED MANAGEMENT FEES FUND 2004 2003 2002 - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET Investor Class $3,097,755 $3,245,204 $2,670,101 - -------------------------------------------------------------------------------- CALIFORNIA MUNICIPAL MONEY MARKET Investor Class N/A(1) N/A(1) $900,329 - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE Investor Class $1,152,924 $1,151,762 $893,389 - -------------------------------------------------------------------------------- CALIFORNIA INTERMEDIATE-TERM TAX-FREE Investor Class $2,201,086 $2,384,424 $2,291,824 - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE Investor Class $2,426,504 $2,687,720 $1,615,104 - -------------------------------------------------------------------------------- CALIFORNIA INSURED TAX-FREE Investor Class N/A(2) N/A(2) $1,120,811 - -------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL Investor Class $1,772,552 $1,920,220 $1,799,729 A Class $26,881 $1,751(3) N/A B Class $3,777 $422(3) N/A C Class $24,897 $3,840(3) N/A (1) THE FUND WAS COMBINED WITH THE CALIFORNIA TAX-FREE MONEY MARKET FUND IN A TAX-FREE REORGANIZATION ON SEPTEMBER 3, 2002. (2) THE FUND WAS COMBINED WITH THE CALIFORNIA LONG-TERM TAX-FREE FUND IN A TAX-FREE REORGANIZATION ON SEPTEMBER 3, 2002. (3) JANUARY 31, 2003 (COMMENCEMENT OF SALE) THROUGH AUGUST 31, 2003. 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 the advisor. The advisor pays ACSC's costs for serving as transfer agent and dividend-paying agent for the funds out of the advisor's unified management fee. For a description of this fee and the terms of its payment, see the above discussion under the caption INVESTMENT ADVISOR on page xx. From time to time, special services may be offered to shareholders who maintain higher share balances in our family of funds. These services may include the waiver of minimum investment requirements, expedited confirmation of shareholder transactions, newsletters and a team of personal representatives. Any expenses associated with these special services will be paid by the advisor. DISTRIBUTOR The funds' shares are distributed by American Century Investment Services, Inc. (ACIS), a registered broker-dealer. ACIS is a wholly owned subsidiary of ACC and its principal business address is 4500 Main Street, Kansas City, Missouri 64111. The distributor is the principal underwriter of the funds' shares. The distributor makes a continuous, best-efforts underwriting of the funds' shares. This means the distributor has no liability for unsold shares. The advisor pays ACIS's costs for serving as principal underwriter of the funds' shares out of the advisor's unified management fee. For a description of this fee and the terms of its payments, see the above discussion under the caption INVESTMENT ADVISOR on page xx. ACIS does not earn commissions for distributing the funds' shares. Certain financial intermediaries unaffiliated with the distributor or the funds may perform various administrative and shareholder services for their clients who are invested in the funds. These services may include assisting with fund purchases, redemptions and exchanges, distributing information about the funds and their performance, preparing and distributing client account statements, and other administrative and shareholder services, and would otherwise be provided by the distributor or its affiliates. The distributor may pay fees to such financial intermediaries for the provision of these services out of its own resources. OTHER SERVICE PROVIDERS CUSTODIAN BANKS JPMorgan Chase Bank, 4 Metro Tech Center, Brooklyn, New York, 11245, and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, each serves as custodian of the funds' assets. 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 REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP serves as the independent registered public accounting firm of the funds. The address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th floor, Kansas City, Missouri 64105. As the independent registered public accounting firm of the funds, PricewaterhouseCoopers LLP provides services including (1) auditing the annual financial statements for each fund, (2) assisting and consulting in connection with SEC filings, and (3) reviewing the annual federal income tax return filed for each fund. BROKERAGE ALLOCATION The funds generally purchase and sell debt securities through principal transactions, meaning the funds normally purchase securities on a net basis directly from the issuer or a primary market-maker acting as principal for the securities. The funds do not pay brokerage commissions on these transactions, although the purchase price for debt securities usually includes an undisclosed compensation. Purchases of securities from underwriters typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer's markup (i.e., a spread between the bid and asked prices). During the fiscal years ended August 31, 2004, 2003 and 2002, the funds did not pay any brokerage commissions. REGULAR BROKER-DEALERS As of the end of the most recently completed fiscal year, each of the funds listed below owned securities of its regular brokers or dealers (as defined by Rule 10b-1 under the Investment Company Act of 1940) or of their parent companies. FUND BROKER, DEALER OR PARENT VALUE OF SECURITIES OWNED AS OF AUGUST 31, 2004 - ------------------------------------------------------------------------------------ Information to come INFORMATION ABOUT FUND SHARES The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest without par value, which may be issued in a series (or funds). Each of the funds named on the front of this Statement of Additional Information is a series of shares issued by the Trust. In addition, each series (or fund) may be divided into separate classes. See MULTIPLE CLASS STRUCTURE, which follows. Additional funds and classes may be added without a shareholder vote. 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. The Trust shall continue unless terminated by (1) approval of at least two-thirds of the shares of each fund entitled to vote or (2) by the Trustees by written notice to shareholders of each fund. Any fund may be terminated by (1) approval of at least two-thirds of the shares of that fund or (2) by the Trustees by written notice to shareholders of that fund. Upon termination of the Trust or a fund, as the case may be, the Trust shall pay or otherwise provide for all charges, taxes, expenses and liabilities belonging to the Trust or the fund. Thereafter, the Trust shall reduce the remaining assets belonging to each fund (or the particular fund) to cash, shares of other securities or any combination thereof, and distribute the proceeds belonging to each fund (or the particular fund) to the shareholders of that fund ratably according to the number of shares of that fund held by each shareholder on the termination date. 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. The assets belonging to each series are held separately by the custodian and the shares of each series represent a beneficial interest in the principal, earnings and profit (or losses) of investments and other assets held for each series. Your rights as a shareholder are the same for all series of securities unless otherwise stated. Within their respective fund or class, all shares have equal redemption rights. Each share, when issued, is fully paid and non-assessable. In the event of complete liquidation or dissolution of a fund or class, shareholders of the fund or class of shares shall be entitled to receive, pro rata, all of the assets less the liabilities of that fund or class. MULTIPLE CLASS STRUCTURE The Board of Trustees has adopted a multiple class plan (the Multiclass Plan) pursuant to Rule 18f-3 adopted by the SEC. The plan is described in the prospectus of any fund that offers more than one class. Pursuant to such plan, the funds may issue up to four classes of shares: Investor Class, A Class, B Class and C Class. Not all funds offer all four classes. The Investor Class of most funds is made available to investors directly without any load or commission, for a single unified management fee. It is also available through some financial intermediaries. The Investor Class of those funds which have A and B Classes is not available directly at no load. The A, B and C Classes also are made available through financial intermediaries, for purchase by individual investors who receive advisory and personal services from the intermediary. The unified management fee is the same as for Investor Class, but the A, B and C Class shares each are subject to a separate Master Distribution and Individual Shareholder Services Plan (the A Class Plan, B Class Plan and C Class Plan, collectively, the Plans) described below. The Plans have been adopted by the funds' Board of Trustees in accordance with Rule 12b-1 adopted by the SEC under the Investment Company Act. RULE 12B-1 Rule 12b-1 permits an investment company to pay expenses associated with the distribution of its shares in accordance with a plan adopted by its Board of Trustees and approved by its shareholders. Pursuant to such rule, the Board of Trustees and initial shareholder of the funds' A, B and C Classes have approved and entered into the A Class Plan, B Class Plan and C Class Plan, respectively. The Plans are described below. In adopting the Plans, the Board of Trustees (including a majority of trustees who are not interested persons of the funds [as defined in the Investment Company Act], hereafter referred to as the independent trustees) determined that there was a reasonable likelihood that the Plans would benefit the funds and the shareholders of the affected class. Some of the anticipated benefits include improved name recognition of the funds generally; and growing assets in existing funds, which helps retain and attract investment management talent, provides a better environment for improving fund performance, and can lower the total expense ratio for funds with stepped-fee schedules. Pursuant to Rule 12b-1, information with respect to revenues and expenses under the Plans is presented to the Board of Trustees quarterly for its consideration in connection with its deliberations as to the continuance of the Plans. Continuance of the Plans must be approved by the Board of Trustees (including a majority of the independent trustees) annually. The Plans may be amended by a vote of the Board of Trustees (including a majority of the independent trustees), except that the Plans may not be amended to materially increase the amount to be spent for distribution without majority approval of the shareholders of the affected class. The Plans terminate automatically in the event of an assignment and may be terminated upon a vote of a majority of the independent trustees or by vote of a majority of the outstanding voting securities of the affected class. All fees paid under the Plans will be made in accordance with Section 26 of the Conduct Rules of the National Association of Securities Dealers (NASD). A CLASS PLAN As described in the prospectus, the A Class shares of the funds are made available to participants in employer-sponsored retirement or savings plans and to persons purchasing through broker-dealers, banks, insurance companies and other financial intermediaries that provide various administrative, shareholder and distribution services. The funds' distributor enters into contracts with various banks, broker-dealers, insurance companies and other financial intermediaries, with respect to the sale of the funds' shares and/or the use of the funds' shares in various investment products or in connection with various financial services. Certain recordkeeping and administrative services that are provided by the funds' transfer agent for the Investor Class shareholders may be performed by a plan sponsor (or its agents) or by a financial intermediary for A Class investors. In addition to such services, the financial intermediaries provide various individual shareholder and distribution services. To enable the funds' shares to be made available through such plans and financial intermediaries, and to compensate them for such services, the funds' Board of Trustees has adopted the A Class Plan. Pursuant to the A Class Plan, the A Class pays the funds' distributor 0.25% annually of the average daily net asset value of the A Class shares. The distributor may use these fees to pay for certain ongoing shareholder and administrative services (as described below) and for distribution services, including past distribution services (as described below). This payment is fixed at 0.25% and is not based on expenses incurred by the distributor. During the fiscal year ended August 31, 2004, the aggregate amount of fees paid under the A Class Plan was: California High Yield Municipal $xxx The distributor then makes these payments to the financial intermediaries who offer the A Class shares for the services described below. No portion of these payments is used by the distributor to pay for advertising, printing costs or interest expenses. Payments may be made for a variety of individual shareholder services, including, but not limited to: (a) providing individualized and customized investment advisory services, including the consideration of shareholder profiles and specific goals; (b) creating investment models and asset allocation models for use by shareholders in selecting appropriate funds; (c) conducting proprietary research about investment choices and the market in general; (d) periodic rebalancing of shareholder accounts to ensure compliance with the selected asset allocation; (e) consolidating shareholder accounts in one place; and (f) other individual services. Individual shareholder services do not include those activities and expenses that are primarily intended to result in the sale of additional shares of the funds. Distribution services include any activity undertaken or expense incurred that is primarily intended to result in the sale of A Class shares, which services may include but are not limited to: (a) the payment of sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell A Class shares pursuant to selling agreements; (b) compensation to registered representatives or other employees of the distributor who engage in or support distribution of the funds' A Class shares; (c) compensation to, and expenses (including overhead and telephone expenses) of, the distributor; (d) printing prospectuses, statements of additional information and reports for other-than-existing shareholders; (e) preparing, printing and distributing sales literature and advertising materials provided to the funds' shareholders and prospective shareholders; (f) receiving and answering correspondence from prospective shareholders, including distributing prospectuses, statements of additional information, and shareholder reports; (g) providing facilities to answer questions from prospective shareholders about fund shares; (h) complying with federal and state securities laws pertaining to the sale of fund shares; (i) assisting shareholders in completing application forms and selecting dividend and other account options; (j) providing other reasonable assistance in connection with the distribution of fund shares; (k) organizing and conducting sales seminars and payments in the form of transactional and compensation or promotional incentives; (l) profit on the foregoing; (m) paying service fees for providing personal, continuing services to investors, as contemplated by the Conduct Rules of the NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of the agreement between the corporation and the funds' distributor and in accordance with Rule 12b-1 of the Investment Company Act. B CLASS PLAN As described in the prospectus, the B Class shares of the funds are made available to participants in employer-sponsored retirement or savings plans and to persons purchasing through broker-dealers, banks, insurance companies and other financial intermediaries that provide various administrative, shareholder and distribution services. The funds' distributor enters into contracts with various banks, broker-dealers, insurance companies and other financial intermediaries, with respect to the sale of the funds' shares and/or the use of the funds' shares in various investment products or in connection with various financial services. Certain recordkeeping and administrative services that are provided by the funds' transfer agent for the Investor Class shareholders may be performed by a plan sponsor (or its agents) or by a financial intermediary for B Class investors. In addition to such services, the financial intermediaries provide various individual shareholder and distribution services. To enable the funds' shares to be made available through such plans and financial intermediaries, and to compensate them for such services, the funds' Board of Trustees has adopted the B Class Plan. Pursuant to the B Class Plan, the B Class pays the funds' distributor 1.00% annually of the average daily net asset value of the funds' B Class shares, 0.25% of which is paid for certain ongoing individual shareholder and administrative services (as described below) and 0.75% of which is paid for distribution services, including past distribution services (as described below). This payment is fixed at 1.00% and is not based on expenses incurred by the distributor. During the fiscal year ended August 31, 2004, the aggregate amount of fees paid under the B Class Plan was: California High-Yield Municipal $xxx The distributor then makes these payments to the financial intermediaries who offer the B Class shares for the services described below. No portion of these payments is used by the distributor to pay for advertising, printing costs or interest expenses. Payments may be made for a variety of individual shareholder services, including, but not limited to: (a) providing individualized and customized investment advisory services, including the consideration of shareholder profiles and specific goals; (b) creating investment models and asset allocation models for use by shareholders in selecting appropriate funds; (c) conducting proprietary research about investment choices and the market in general; (d) periodic rebalancing of shareholder accounts to ensure compliance with the selected asset allocation; (e) consolidating shareholder accounts in one place; and (f) other individual services. Individual shareholder services do not include those activities and expenses that are primarily intended to result in the sale of additional shares of the funds. Distribution services include any activity undertaken or expense incurred that is primarily intended to result in the sale of B Class shares, which services may include but are not limited to: (a) the payment of sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell B Class shares pursuant to selling agreements; (b) compensation to registered representatives or other employees of the distributor who engage in or support distribution of the funds' B Class shares; (c) compensation to, and expenses (including overhead and telephone expenses) of, the distributor; (d) printing prospectuses, statements of additional information and reports for other-than-existing shareholders; (e) preparing, printing and distributing sales literature and advertising materials provided to the funds' shareholders and prospective shareholders; (f) receiving and answering correspondence from prospective shareholders, including distributing prospectuses, statements of additional information, and shareholder reports; (g) providing facilities to answer questions from prospective shareholders about fund shares; (h) complying with federal and state securities laws pertaining to the sale of fund shares; (i) assisting shareholders in completing application forms and selecting dividend and other account options; (j) providing other reasonable assistance in connection with the distribution of fund shares; (k) organizing and conducting sales seminars and payments in the form of transactional and compensation or promotional incentives; (l) profit on the foregoing; (m) paying service fees for providing personal, continuing services to investors, as contemplated by the Conduct Rules of the NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of the agreement between the corporation and the funds' distributor and in accordance with Rule 12b-1 of the Investment Company Act. C CLASS PLAN As described in the prospectus, the C Class shares of the funds are made available to participants in employer-sponsored retirement or savings plans and to persons purchasing through broker-dealers, banks, insurance companies and other financial intermediaries that provide various administrative, shareholder and distribution services. The funds' distributor enters into contracts with various banks, broker-dealers, insurance companies and other financial intermediaries, with respect to the sale of the funds' shares and/or the use of the funds' shares in various investment products or in connection with various financial services. Certain recordkeeping and administrative services that are provided by the funds' transfer agent for the Investor Class shareholders may be performed by a plan sponsor (or its agents) or by a financial intermediary for C Class investors. In addition to such services, the financial intermediaries provide various individual shareholder and distribution services. To enable the funds' shares to be made available through such plans and financial intermediaries, and to compensate them for such services, the funds' Board of Trustees has adopted the C Class Plan. Pursuant to the C Class Plan, the C Class pays the funds' distributor 1.00% annually of the average daily net asset value of the funds' C Class shares, 0.25% of which is paid for certain ongoing individual shareholder and administrative services (as described below) and 0.75% of which is paid for distribution services, including past distribution services (as described below). This payment is fixed at 1.00% and is not based on expenses incurred by the distributor. During the fiscal year ended August 31, 2004, the aggregate amount of fees paid under the C Class Plan was: California High-Yield Municipal $xxxx The distributor then makes these payments to the financial intermediaries who offer the C Class shares for the services described below. No portion of these payments is used by the distributor to pay for advertising, printing costs or interest expenses. Payments may be made for a variety of individual shareholder services, including, but not limited to: (a) providing individualized and customized investment advisory services, including the consideration of shareholder profiles and specific goals; (b) creating investment models and asset allocation models for use by shareholders in selecting appropriate funds; (c) conducting proprietary research about investment choices and the market in general; (d) periodic rebalancing of shareholder accounts to ensure compliance with the selected asset allocation; (e) consolidating shareholder accounts in one place; and (f) other individual services. Individual shareholder services do not include those activities and expenses that are primarily intended to result in the sale of additional shares of the funds. Distribution services include any activity undertaken or expense incurred that is primarily intended to result in the sale of C Class shares, which services may include but are not limited to: (a) paying sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell C Class shares pursuant to selling agreements; (b) compensating registered representatives or other employees of the distributor who engage in or support distribution of the funds' C Class shares; (c) compensating and paying expenses (including overhead and telephone expenses) of, the distributor; (d) printing prospectuses, statements of additional information and reports for other-than-existing shareholders; (e) preparing, printing and distributing sales literature and advertising materials provided to the funds' shareholders and prospective shareholders; (f) receiving and answering correspondence from prospective shareholders, including distributing prospectuses, statements of additional information, and shareholder reports; (g) providing facilities to answer questions from prospective shareholders about fund shares; (h) complying with federal and state securities laws pertaining to the sale of fund shares; (i) assisting shareholders in completing application forms and selecting dividend and other account options; (j) providing other reasonable assistance in connection with the distribution of fund shares; (k) organizing and conducting of sales seminars and payments in the form of transactional and compensation or promotional incentives; (l) profit on the foregoing; (m) paying service fees for providing personal, continuing services to investors, as contemplated by the Conduct Rules of the NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the fund pursuant to the terms of the agreement between the corporation and the fund's distributor and in accordance with Rule 12b-1 of the Investment Company Act. SALES CHARGES The sales charges applicable to the A, B and C Classes of the funds are described in the prospectuses for those classes in the section titled "Choosing a Share Class." Shares of the A Class are subject to an initial sales charge, which declines as the amount of the purchase increases pursuant to the schedule set forth in the prospectus. This charge may be waived in the following situations: o Qualified retirement plan purchases o Certain individual retirement account rollovers o Purchases by registered representatives and other employees of certain financial intermediaries (and their immediate family members) having sales agreements with the advisor or distributor o Wrap accounts maintained for clients of certain financial intermediaries who have entered into agreements with American Century o Purchases by current and retired employees of American Century and their immediate family members (spouses and children under age 21) and trusts or qualified retirement plans established by those persons o Purchases by certain other investors that American Century deems appropriate, including but not limited to current or retired directors, trustees and officers of funds managed by the advisor, employees of those persons and trusts and qualified retirement plans established by those persons There are several ways to reduce the sales charges applicable to a purchase of A Class shares. These methods are described in the relevant prospectuses. You or your financial advisor must indicate at the time of purchase that you intend to take advantage of one of these reductions. Shares of the A, B and C Classes are subject to a contingent deferred sales charge upon redemption of the shares in certain circumstances. The specific charges and when they apply are described in the relevant prospectuses. The contingent deferred sales charge may be waived for certain redemptions by some shareholders, as described in the prospectuses. The aggregate contingent deferred sales charges paid to the distributor in the fiscal year ended August 31, 2004, were: California High-Yield Municipal A Class $0 B Class $2,012 C Class $6,135 DEALER CONCESSIONS The funds' distributor expects to pay sales commissions to the financial intermediaries who sell A, B and/or C Class shares of the funds at the time of such sales. Payments for A Class shares will be as follows: PURCHASE AMOUNT DEALER CONCESSION LESS THAN $50,000 4.00% $50,000 - $99,999 4.00% $100,000 - $249,999 3.00% $250,000 - $499,999 2.00% $500,000 - $999,999 1.75% $1,000,000 - $3,999,999 1.00% $4,000,000 - $9,999,999 0.50% GREATER THAN $10,000,000 0.25% No concession will be paid on purchases by qualified retirement plans. Payments will equal 4.00% of the purchase price of B Class shares and 1.00% of the purchase price of the C Class shares sold by the intermediary. The distributor will retain the 12b-1 fee paid by the C Class of funds for the first 12 months after the shares are purchased. This fee is intended in part to permit the distributor to recoup a portion of on-going sales commissions to dealers plus financing costs, if any. Beginning with the first day of the 13th month, the distributor will make the C Class distribution and individual shareholder services fee payments described above to the financial intermediaries involved on a quarterly basis. In addition, B and C Class purchases and A Class purchases greater than $1,000,000 are subject to a contingent deferred sales charge as described in the prospectuses. From time to time, the distributor may provide additional concessions to dealers, including but not limited to payment assistance for conferences and seminars, provision of sales or training programs for dealer employees and/or the public (including, in some cases, payment for travel expenses for registered representatives and other dealer employees who participate), advertising and sales campaigns about a fund or funds, and assistance in financing dealer-sponsored events. Other concessions may be offered as well, and all such concessions will be consistent with applicable law, including the then-current rules of the National Association of Securities Dealers, Inc. Such concessions will not change the price paid by investors for shares of the funds. BUYING AND SELLING FUND SHARES Information about buying, selling, exchanging and, if applicable, converting fund shares is contained in the funds' prospectuses. The prospectuses are available to investors without charge and may be obtained by calling us. VALUATION OF A FUND'S SECURITIES All classes of the funds except the A Class are offered at their net asset value, as described below. The A Class shares of the funds are offered at their public offering price, which is the net asset value plus the appropriate sales charge. This calculation may be expressed as a formula: Offering Price = Net Asset Value/(1 - Sales Charge as a % of Offering Price) For example, if the net asset value of a fund's A Class shares is $5.00, the public offering price would be $5.00/(1-4.50%)=$5.24. Each fund's net asset value per share (NAV) is calculated as of the close of regular trading on the New York Stock Exchange (NYSE) on each day the NYSE is open. The NYSE usually closes at 4 p.m. Eastern time. The NYSE 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 NYSE may modify its holiday schedule at any time. A fund's NAV is the current value of a fund's assets, minus any liabilities, divided by the number of shares outstanding. Expenses and interest earned on portfolio securities are accrued daily. MONEY MARKET FUND Securities held by the money market fund 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 fund's 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. As required by Rule 2a-7, 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 fund 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 fund's portfolio holdings at such intervals as are reasonable in light of current market conditions to determine whether the money market fund's net asset value calculated by using available market quotations deviates from the per-share value based on amortized cost. The procedures also prescribe the action to be taken by the advisor if such deviation should exceed 0.25%. Actions the advisor and 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. The fund has obtained private insurance that partially protects the money market fund against default of principal or interest payments on the instruments it holds, and against bankruptcy by issuers and credit enhancers of these instruments. Although the fund will be charged premiums by an insurance company for coverage of specified types of losses related to default or bankruptcy on certain securities, the fund may incur losses regardless of the insurance. The insurance does not guarantee or insure that the fund will be able to maintain a stable net asset value of $1.00 per share. 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. Information about how the fair market value of a security is determined is contained in the funds' prospectuses. Because there are hundreds of thousands of municipal issues outstanding, and the majority of them do not trade daily, the prices provided by pricing services are generally determined without regard to bid or last sale prices. In valuing securities, the pricing services generally take into account institutional trading activity, trading in similar groups of securities, and any developments related to specific securities. The methods used by the pricing service and the valuations so established are reviewed by the advisor under the general supervision of the Board of Trustees. There are a number of pricing services available, and the advisor, on the basis of ongoing evaluation of these services, may use other pricing services or discontinue the use of any pricing service in whole or in part. Securities not priced by a pricing service are valued at the mean between the most recently quoted bid and asked prices provided by broker-dealers. The municipal bond market is typically a "dealer market"; that is, dealers buy and sell bonds for their own accounts rather than for customers. As a result, the spread, or difference, between bid and asked prices for certain municipal bonds may differ substantially among dealers. 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 trustees determine that this would not result in fair valuation of a given security. Other assets and securities for which quotations are not readily available are valued in good faith at their fair value using methods approved by the Board of Trustees. TAXES FEDERAL INCOME TAX Each fund intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so qualifying, each 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 investors. If a fund fails to qualify as a regulated investment company, it will be liable for taxes, significantly reducing its distributions to investors and eliminating investors' ability to treat distributions received from the fund in the same manner in which they were realized by the fund. Certain bonds purchased by the funds may be treated as bonds that were originally issued at a discount. Original issue discount represents interest for federal income tax purposes and can generally be defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Original issue discount, although no cash is actually received by a fund until the maturity of the bond, is treated for federal income tax purposes as income earned by a fund over the term of the bond, and therefore is subject to the distribution requirements of the Code. The annual amount of income earned on such a bond by a fund generally is determined on the basis of a constant yield to maturity that takes into account the semiannual compounding of accrued interest. Original issue discount on an obligation with interest exempt from federal income tax will constitute tax-exempt interest income to the fund. In addition, some of the bonds may be purchased by a fund at a discount that exceeds the original issue discount on such bonds, if any. This additional discount represents market discount for federal income tax purposes. The gain realized on the disposition of any bond having market discount generally will be treated as taxable ordinary income to the extent it does not exceed the accrued market discount on such bond (unless a fund elects to include market discount in income in tax years to which it is attributable). Generally, market discount accrues on a daily basis for each day the bond is held by a fund. Market discount is calculated 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 a short-term capital gain. As of August 31, 2004, the funds in the table below had the following capital loss carryover, which expire in the years and amounts listed. When a fund has a capital loss carryover, it does not make capital gains distributions until the loss has been offset or expired. FUND 2005 2006 2007 2008 2009 2012 - ---- ---- ---- ---- ---- ---- ---- California Tax-Free Money Market ($743) ($506) ($35) ($4,297) - - California Limited-Term Tax-Free - - - - - - California Intermediate-Term Tax-Free - - - - - ($205,608) California Long-Term Tax-Free - - - - - ($1,223,452) California High-Yield Municipal - - - ($727,045) ($2,950,561) - Interest on certain types of industrial development bonds (small issues and obligations issued to finance certain exempt facilities that may be leased to or used by persons other than the issuer) is not exempt from federal income tax when received by "substantial users" or persons related to substantial users as defined in the Code. The term "substantial user" includes any "non-exempt person" who regularly uses in trade or business part of a facility financed from the proceeds of industrial development bonds. The funds may invest periodically in industrial development bonds and, therefore, may not be appropriate investments for entities that are substantial users of facilities financed by industrial development bonds or "related persons" of substantial users. Generally, an individual will not be a related person of a substantial user under the Code unless he or his immediate family (spouse, brothers, sisters, ancestors and lineal descendants) owns directly or indirectly in aggregate more than 50% of the equity value of the substantial user. Under the Code, any distribution of a fund's net realized long-term capital gains that is designated by the fund as a capital gains dividend is taxable to you as long-term capital gains, regardless of the length of time you have held your shares in the fund. If you purchase shares in the fund and sell them at a loss within six months, your loss on the sale of those shares will be treated as a long-term capital loss to the extent of any long-term capital gains dividend you received on those shares. Any such loss will be disallowed to the extent of any tax-exempt dividend income you received on those shares. In addition, although highly unlikely, the Internal Revenue Service may determine that a bond issued as tax-exempt should in fact be taxable. If a fund were to hold such a bond, it might have to distribute taxable income or reclassify as taxable income previously distributed as tax-free. If you have not complied with certain provisions of the Internal Revenue Code and Regulations, either American Century or your financial intermediary is required by federal law to withhold and remit the applicable federal withholding rate of reportable payments (which may include taxable dividends, capital gains distributions and redemption proceeds) to the IRS. Those regulations require you to certify that the Social Security number or tax identification number you provide is correct and that you are not subject to withholding for previous under-reporting to the IRS. You will be asked to make the appropriate certification on your account application. Payments reported by us to the IRS that omit your Social Security number or tax identification number will subject us to a non-refundable penalty of $50, which will be charged against your account if you fail to provide the certification by the time the report is filed. A redemption of shares of a fund (including a redemption made in an exchange transaction) will be a taxable transaction for federal income tax purposes and you generally will recognize gain or loss in an amount equal to the difference between the basis of the shares and the amount received. 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 Code, resulting in a postponement of the recognition of such loss for federal income 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. California High-Yield Municipal may invest in private activity bonds. The interest on private activity bonds could subject a shareholder to, or increase liability under, the federal alternative minimum tax, depending on the shareholder's tax situation. The interest on California private activity bonds is not subject to the California alternative minimum tax when it is earned (either directly or through investment in a mutual fund) by a California taxpayer. However, if either fund were to invest in private activity securities of non-California issuers (due to a limited supply of appropriate California municipal obligations, for example), the interest on those securities would be included in California alternative minimum taxable income. All distributions derived from interest exempt from regular federal income tax may subject corporate shareholders to, or increase their liability under, the alternative minimum tax because these distributions are included in the corporation's "adjusted current earnings." In addition, a deductible environmental tax of 0.12% is imposed on a corporation's modified alternative minimum taxable income in excess of $2 million. The environmental tax will be imposed even if the corporation is not required to pay an alternative minimum tax. To the extent that exempt-interest dividends paid by a fund are included in alternative minimum taxable income, corporate shareholders may be subject to the environmental tax. The Trust will inform California High-Yield Municipal fund shareholders annually of the amount of distributions derived from interest payments on private activity bonds. STATE AND LOCAL TAXES California law concerning the payment of exempt-interest dividends is similar to federal law. Assuming each fund qualifies to pay exempt-interest dividends under federal and California law, and to the extent that dividends are derived from interest on tax-exempt bonds of California state or local governments, such dividends also will be exempt from California personal income tax. The Trust will inform shareholders annually as to the amount of distributions from each fund that constitutes exempt-interest dividends and dividends exempt from California personal income tax. The funds' dividends are not exempt from California state franchise or corporate income taxes. The funds' dividends may not qualify for exemption under income or other tax laws of state or local taxing authorities outside California. Shareholders should consult their tax advisors or state or local tax authorities about the status of distributions from the funds in this regard. The information above is only a summary of some of the tax considerations affecting the funds and their shareholders. No attempt has been made to discuss individual tax consequences. A prospective investor should consult with his or her tax advisors or state or local tax authorities to determine whether the funds are suitable investments. FINANCIAL STATEMENTS The financial statements for the fiscal years ended August 31, 2004, 2003, 2002, 2001, 2000 and 1999 have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. Their Independent Auditors' Reports and the financial statements included in the funds' Annual Reports for the fiscal year ended August 31, 2004 are incorporated herein by reference. EXPLANATION OF FIXED-INCOME SECURITIES RATINGS As described in the prospectuses, the funds will invest in fixed-income securities. Those investments, however, are subject to certain credit quality restrictions, as noted in the prospectuses. The following is a summary of the rating categories referenced in the prospectus disclosure. RATINGS OF CORPORATE DEBT SECURITIES STANDARD & POOR'S AAA This is the highest rating assigned by S&P to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal. AA Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal. It differs from the highest-rated obligations only in small degree. A Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. BBB Debt rated in this category is regarded as having an adequate capacity to pay interest and repay principal. While 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. Debt rated below BBB is regarded as having significant speculative characteristics. BB Debt rated in this category 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 also is used for debt subordinated to senior debt that is assigned an actual or implied BBB rating. B Debt rated in this category is more vulnerable to nonpayment than obligations rated `BB', but currently has the capacity to pay interest and repay principal. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to pay interest and repay principal. CCC Debt rated in this category is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating. CC Debt rated in this category is currently highly vulnerable to nonpayment. This rating category is also applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating. C The rating C typically is applied to debt subordinated to senior debt, and is currently highly vulnerable to nonpayment of interest and principal. This rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but debt service payments are being continued. D Debt rated in this category is in default. This rating is used when interest payments or principal repayments 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. It also will be used upon the filing of a bankruptcy petition for the taking of a similar action if debt service payments are jeopardized. MOODY'S INVESTORS SERVICE, INC. Aaa This is the highest rating assigned by Moody's to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal. Aa Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal and differs from Aaa issues only in a small degree. Together with Aaa debt, it comprises what are generally known as high-grade bonds. A Debt rated in this category possesses many favorable investment attributes and is to be considered as upper-medium-grade debt. Although capacity to pay interest and repay principal are considered adequate, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. Baa Debt rated in this category is considered as medium-grade debt having an adequate capacity to pay interest and repay principal. While 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. Debt rated below Baa is regarded as having significant speculative characteristics. Ba Debt rated 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. Often the protection of interest and principal payments may be very moderate. B Debt rated B has a greater vulnerability to default, but currently has the capacity to meet financial commitments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied Ba or Ba3 rating. Caa Debt rated Caa is of poor standing, 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. Such issues may be in default or there may be present elements of danger with respect to principal or interest. The Caa rating is also used for debt subordinated to senior debt that is assigned an actual or implies B or B3 rating. Ca Debt rated in this category represent obligations that are speculative in a high degree. Such debt is often in default or has other marked shortcomings. C This is the lowest rating assigned by Moody's, and debt rated C can be regarded as having extremely poor prospects of attaining investment standing. FITCH, INC. AAA Debt rated in this category has the lowest expectation of credit risk. Capacity for timely payment of financial commitments is exceptionally strong and highly unlikely to be adversely affected by foreseeable events. AA Debt rated in this category has a very low expectation of credit risk. Capacity for timely payment of financial commitments is very strong and not significantly vulnerable to foreseeable events. A Debt rated in this category has a low expectation of credit risk. Capacity for timely payment of financial commitments is strong, but may be more vulnerable to changes in circumstances or in economic conditions than debt rated in higher categories. Fitch, Inc. BBB Debt rated in this category currently has a low expectation of credit risk and an adequate capacity for timely payment of financial commitments. However, adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment grade category. BB Debt rated in this category has a possibility of developing credit risk, particularly as the result of adverse economic change over time. However, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. B Debt rated in this category has significant credit risk, but a limited margin of safety remains. Financial commitments currently are being met, but capacity for continued debt service payments is contingent upon a sustained, favorable business and economic environment. CCC, CC, C Debt rated in these categories has a real possibility for default. Capacity for meeting financial commitments depends solely upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable; a C rating signals imminent default. DDD, DD, D The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. `DDD' obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. `DD' indicates potential recoveries in the range of 50%-90% and `D' the lowest recovery potential, i.e., below 50%. Entities rated in this category have defaulted on some or all of their obligations. Entities rated `DDD' have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated `DD' and `D' are generally undergoing a formal reorganization or liquidation process; those rated `DD' are likely to satisfy a higher portion of their outstanding obligations, while entities rated `D' have a poor prospect of repaying all obligations. COMMERCIAL PAPER RATINGS S&P MOODY'S DESCRIPTION A-1 Prime-1 This indicates that the degree of safety regarding timely (P-1) payment is strong. Standard & Poor's rates those issues determined to possess extremely strong safety characteristics as A-1+. A-2 Prime-2 Capacity for timely payment on commercial paper is (P-2) satisfactory, but the relative degree of safety is not as high as for issues designated A-1. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriated, may be more affected by external conditions. Ample alternate liquidity is maintained. A-3 Prime-3 Satisfactory capacity for timely repayment. Issues that (P-3) carry this rating are somewhat more vulnerable to the adverse changes in circumstances than obligations carrying the higher designations. NOTE RATINGS S&P MOODY'S DESCRIPTION SP-1 MIG-1; VMIG-1 Notes are of the highest quality enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both. SP-2 MIG-2; VMIG-2 Notes are of high quality with margins of protection ample, although not so large as in the preceding group. SP-3 MIG-3; VMIG-3 Notes are of favorable quality with all security elements accounted for, but lacking the undeniable strength of the preceding grades. Market access for refinancing, in particular, is likely to be less well-established. SP-4 MIG-4; VMIG-4 Notes are of adequate quality, carrying specific risk but having protection and not distinctly or predominantly speculative. NOTES MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS ANNUAL AND SEMIANNUAL REPORTS Annual and semiannual 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. 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 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 also can get information about the funds from the Securities and Exchange Commission (SEC). IN PERSON SEC Public Reference Room Washington, D.C. Call 202-942-8090 for location and hours. ON THE INTERNET o EDGAR database at sec.gov o By email request at publicinfo@sec.gov BY MAIL SEC Public Reference Section Washington, D.C. 20549-0102 (Investment Company Act File No. 811-3706) AMERICAN CENTURY INVESTMENTS P.O. Box 419200 Kansas City, Missouri 64141-6200 INVESTOR RELATIONS 1-800-345-2021 or 816-531-5575 AUTOMATED INFORMATION LINE 1-800-345-8765 AMERICANCENTURY.COM FAX 816-340-7962 TELECOMMUNICATIONS DEVICE FOR DEAF 1-800-634-4113 or 816-444-3485 BUSINESS, NOT-FOR-PROFIT AND EMPLOYER-SPONSORED RETIREMENT PLANS 1-800-345-3533 SH-SAI-xxx 0501


AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS PART C OTHER INFORMATION Item 22. Exhibits (a) Amended and Restated Agreement and Declaration of Trust, dated March 26, 2004, is included herein. (b) Amended and Restated Bylaws, dated March 26, 2004 (filed electronically as Exhibit b to Post-Effective Amendment No. 19 to the Registration Statement of American Century International Bond Funds on April 29, 2004, File No. 33-43321, and incorporated herein by reference). (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, included as Exhibit (a) herein, and Article II, Article VII, Article VIII and Article IX of Registrant's Amended and Restated Bylaws, incorporated by reference as Exhibit (b) herein. (d) Amended and Restated Management Agreement between American Century California Tax-Free and Municipal Funds and American Century Investment Management, Inc., dated August 1, 2004, is included herein. (e) (1) Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated September 3, 2002 (filed electronically as Exhibit e1 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Municipal Trust on September 30, 2002, File No. 2-91229, and incorporated herein by reference). (2) Amendment No. 1 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated December 31, 2002 (filed electronically as Exhibit e2 to Post-Effective Amendment No. 4 to the Registration Statement of American Century Variable Portfolios II, Inc. on December 23, 2002, File No. 333-46922, and incorporated herein by reference). (3) Amendment No. 2 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated August 29, 2003 (filed electronically as Exhibit e3 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on August 28, 2003, File No. 33-79482, and incorporated herein by reference). (4) Amendment No. 3 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated February 27, 2004 (filed electronically as Exhibit e4 to Post-Effective Amendment No. 104 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213, and incorporated herein by reference). (5) Amendment No. 4 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated May 1, 2004 (filed electronically as Exhibit e5 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No. 33-19589). (6) Amendment No. 5 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated as of August 1, 2004 (filed electronically as Exhibit e6 to Post-Effective Amendment No. 24 to the Registration Statement of American Century Investment Trust, on July 29, 2004, File No. 33-19589, and incorporated herein by reference). (7) Amendment No. 6 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated as of September 30, 2004 (filed electronically as Exhibit e7 to Post-Effective Amendment No. 20 to the Registration Statement of American Century Strategic Asset Allocations, Inc., on September 29, 2004, File No. 33-79482, and incorporated herein by reference). (f) Not applicable. (g) (1) Master Agreement with Commerce Bank N.A., dated January 22, 1997 (filed electronically as Exhibit b8e to Post-Effective Amendment No. 76 to the Registration Statement of American Century Mutual Funds, Inc., on February 28, 1997, File No. 2-14213, and incorporated herein by reference). (2) Global Custody Agreement with The Chase Manhattan Bank, dated August 9, 1996 (filed electronically as Exhibit b8 to Post-Effective Amendment No. 31 to the Registration Statement of the American Century Government Income Trust, on February 7, 1997, File No. 2-99222, and incorporated herein by reference). (3) Amendment to Global Custody Agreement with The Chase Manhattan Bank, dated December 9, 2000 (filed electronically as Exhibit g2 to Pre-Effective Amendment No. 2 to the Registration Statement of American Century Variable Portfolios II, Inc., on January 9, 2001, File No. 333-46922, and incorporated herein by reference). (h) (1) Transfer Agency Agreement with 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, and incorporated herein by reference). (2) Amendment No. 1 to the Transfer Agency Agreement with American Century Services Corporation, dated June 29, 1998 (filed electronically as Exhibit b9b to Post-Effective Amendment No. 23 to the Registration Statement of American Century Quantitative Equity Funds on June 29, 1998, File No. 33-19589, and incorporated herein by reference). (3) Amendment No. 2 to the Transfer Agency Agreement with American Century Services Corporation, dated November 20, 2000 (filed electronically as Exhibit h4 to Post-Effective Amendment No. 30 to the Registration Statement of the Registrant on December 29, 2000, File No. 2-82734, and incorporated herein by reference). (4) Amendment No. 3 to the Transfer Agency Agreement with American Century Services Corporation, dated August 1, 2001 (filed electronically as Exhibit h5 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust, on July 31, 2001, File No. 2-99222, and incorporated herein by reference). (5) Amendment No. 4 to the Transfer Agency Agreement with American Century Services Corporation, dated December 3, 2001 (filed electronically as Exhibit h6 to Post-Effective Amendment No. 16 to the Registration Statement of American Century Investment Trust on November 30, 2001, File No. 33-65170, and incorporated herein by reference). (6) Amendment No. 5 to the Transfer Agency Agreement with American Century Services Corporation, dated July 1, 2002 (filed electronically as Exhibit h6 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Investment Trust on June 28, 2002, File No. 33-65170, and incorporated herein by reference). (7) Amendment No. 6 to the Transfer Agency Agreement with American Century Services Corporation, dated September 3, 2002 (filed electronically as Exhibit h9 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Municipal Trust on September 30, 2002, File No. 2-91229, and incorporated herein by reference). (8) Amendment No. 7 to the Transfer Agency Agreement with American Century Services Corporation, dated December 31, 2002 (filed electronically as Exhibit h7 to Post-Effective Amendment No. 4 to the Registration Statement of American Century Variable Portfolios II, Inc., on December 23, 2002, File No. 333-46922, and incorporated herein by reference). (9) Credit Agreement with JPMorgan Chase Bank, as Administrative Agent, dated December 17, 2003 (filed electronically as Exhibit h9 to Post-Effective Amendment No. 39 to the Registration Statement of American Century Target Maturities Trust on January 30, 2004, File No. 2-94608, and incorporated herein by reference). (10) Customer Identification Program Reliance Agreement, dated August 26, 2004 (filed electronically as Exhibit h2 to Post-Effective Amendment No. 1 to the Registration Statement of American Century Asset Allocation Portfolios, Inc., on September 1, 2004, File No. 333-116351, and incorporated herein by reference). (i) Opinion and Consent of Counsel to be filed by amendment. (j) (1) Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, to be filed by amendment. (2) Power of Attorney, dated March 1, 2004 (filed electronically as Exhibit j2 to Post-Effective Amendment No. 34 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on March 1, 2004, File No. 33-19589, and incorporated herein by reference). (3) Secretary's Certificate, dated March 1, 2004 (filed electronically as Exhibit j3 to Post-Effective Amendment No. 34 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on March 1, 2004, File No. 33-19589, and incorporated herein by reference). (k) Not applicable. (l) Not applicable. (m) (1) Master Distribution and Individual Shareholder Services Plan (C Class), dated September 16, 2000 (filed electronically as Exhibit m3 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Target Maturities Trust on April 17, 2001, File No. 2-94608, and incorporated herein by reference). (2) Amendment No. 1 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated August 1, 2001 (filed electronically as Exhibit m5 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust, on July 31, 2001, File No. 2-99222, and incorporated herein by reference). (3) Amendment No. 2 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated December 3, 2001 (filed electronically as Exhibit m7 to Post-Effective Amendment No. 16 to the Registration Statement of American Century Investment Trust on November 30, 2001, File No. 33-65170, and incorporated herein by reference). (4) Amendment No. 3 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated July 1, 2002 (filed electronically as Exhibit m9 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Investment Trust on June 28, 2002, File No. 33-65170, and incorporated herein by reference). (5) Amendment No. 4 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated September 3, 2002 (filed electronically as Exhibit m5 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Municipal Trust on September 30, 2002, File No. 2-91229, and incorporated herein by reference). (6) Amendment No. 5 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated January 2, 2004 (filed electronically as Exhibit m6 to Post-Effective Amendment No. 42 to the Registration Statement of the Registrant on February 26, 2004, File No. 2-91229, and incorporated herein by reference). (7) Amendment No. 6 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated May 1, 2004 (filed electronically as Exhibit m13 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on April 29, 2004, File No. 33-19589, and incorporated herein by reference). (8) Master Distribution and Individual Shareholder Services Plan (A Class), dated September 3, 2002 (filed electronically as Exhibit m6 to Post-Effective Amendment No. 34 to the Registration Statement of American Century California Tax-Free and Municipal Funds on October 1, 2002, File No. 2-82734, and incorporated herein by reference). (9) Amendment No. 1 to the Master Distribution and Individual Shareholder Services Plan (A Class), dated February 27, 2004 (filed electronically as Exhibit m18 to Post-Effective Amendment No. 104 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213, and incorporated herein by reference). (10) Master Distribution and Individual Shareholder Services Plan (B Class), dated September 3, 2004 (filed electronically as Exhibit m7 to Post-Effective Amendment No. 34 to the Registration Statement of American Century California Tax-Free and Municipal Funds on October 1, 2002, File No. 2-82734, and incorporated herein by reference). (11) Amendment No. 1 to the Master Distribution and Individual Shareholder Services Plan (B Class), dated February 27, 2004 (filed electronically as Exhibit m20 to Post-Effective Amendment No. 104 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213, and incorporated herein by reference). (n) (1) Amended and Restated Multiple Class Plan, dated September 3, 2002,(filed electronically as Exhibit n1 to Post-Effective Amendment No. 35 to the Registration Statement of the Registrant on December 17, 2002 File No. 2-82734, and incorporated herein by reference). (2) Amendment No. 1 to the Amended and Restated Multiple Class Plan, dated December 31, 2002 (filed electronically as Exhibit n2 to Post-Effective Amendment No. 39 to the Registration Statement of American Century Municipal Trust on December 23, 2002, File No. 2-91229, and incorporated herein by reference). (3) Amendment No. 2 to the Amended and Restated Multiple Class Plan, dated August 29, 2003 (filed electronically as Exhibit n3 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on August 28, 2003, File No. 33-79482, and incorporated herein by reference). (4) Amendment No. 3 to the Amended and Restated Multiple Class Plan, dated February 27, 2004 (filed electronically as Exhibit n4 to Post-Effective Amendment No. 104 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213, and incorporated herein by reference). (5) Amendment No. 4 to the Amended and Restated Multiple Class Plan, dated May 1, 2004 (filed electronically as Exhibit n5 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on April 29, 2004, File No. 33-19589, and incorporated herein by reference). (6) Amendment No. 5 to the Amended and Restated Multiple Class Plan, dated August 1, 2004 (filed electronically as Exhibit n6 to Post-Effective Amendment No. 24 to the Registration Statement of American Century Investment Trust on August 1, 2004, File No. 33-65170, and incorporated herein by reference). (7) Amendment No. 6 to the Amended and Restated Multiple Class Plan, dated as of September 30, 2004 (filed electronically as Exhibit n7 to Post-Effective Amendment No. 20 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on September 29, 2004, File No. 33-79482, and incorporated herein by reference). (o) Reserved. (p) American Century Investments Code of Ethics (filed electronically as Exhibit p to Pre-Effective Amendment No. 1 to the Registration Statement of American Century Asset Allocation Portfolios, Inc. on August 30, 2004, File No. 333-116351, and incorporated herein by reference). Item 23. Persons Controlled by or Under Control with Fund The persons who serve as the trustees or directors of the Registrant also serve, in substantially identical capacities, the following investment companies: American Century California Tax-Free and Municipal Funds American Century Government Income Trust American Century International Bond Funds American Century Investment Trust American Century Municipal Trust American Century Quantitative Equity Funds, Inc. American Century Target Maturities Trust American Century Variable Portfolios II, Inc. Because the boards of each of the above-named investment companies are identical, these companies may be deemed to be under common control. Item 24. Indemnification As stated in Article VII, Section 3 of the Amended and Restated Agreement and Declaration of Trust, filed herein within Exhibit (a), 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." Registrant hereby incorporates by reference, as though set forth fully herein, Article VI, Sections 2, 3 and 4 of the Registrant's Amended and Restated Bylaws, dated March 26, 2004, appearing as Exhibit b to Post-Effective Amendment No. 19 to the Registration Statement of American Century International Bond Funds filed on April 29, 2004, File No. 33-43321. The Registrant has purchased an insurance policy insuring its officers and directors against certain liabilities which such officers and directors 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 directors by way of indemnification against such liabilities, subject in either case to clauses respecting deductibility and participation. Item 25. Business and Other Connections of the Investment Advisor None. Item 26. Principal Underwriters I. (a) American Century Investment Services, Inc. (ACIS) acts as principal underwriter for the following investment companies: American Century Asset Allocation Portfolios, Inc. 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 Quantitative Equity Funds, Inc. American Century Strategic Asset Allocations, Inc. American Century Target Maturities Trust American Century Variable Portfolios, Inc. American Century Variable Portfolios II, Inc. American Century World Mutual Funds, Inc. ACIS is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. ACIS is located at 4500 Main Street, Kansas City, Missouri 64111. ACIS is a wholly-owned subsidiary of American Century Companies, Inc. (b) The following is a list of the directors and executive officers of ACIS: Name and Principal Positions and Offices Positions and Offices Business Address* with Underwriter with Registrant - -------------------------------------------------------------------------------- James E. Stowers, Jr. Chairman and Director none James E. Stowers III Co-Chairman and Director none William M. Lyons President, President, Chief Executive Officer Chairman and Trustee and Director Robert T. Jackson Executive Vice President, Executive Vice Chief Financial Officer President and Chief Accounting Officer Donna Byers Senior Vice President none Brian Jeter Senior Vice President none Mark Killen Senior Vice President none Dave Larrabee Senior Vice President none Barry Mayhew Senior Vice President none David C. Tucker Senior Vice President Senior Vice President and General Counsel and General Counsel * All addresses are 4500 Main Street, Kansas City, Missouri 64111 (c) Not applicable. ITEM 27. 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 American Century, 4500 Main Street, Kansas City, Missouri 64111. ITEM 28. Management Services - Not applicable. ITEM 29. Undertakings - Not applicable. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement amendment to be signed on its behalf by the undersigned, duly authorized, in the City of Kansas City, State of Missouri on the 25th day of October, 2004. American Century California Tax-Free and Municipal Funds (Registrant) By: /*/ William M. Lyons --------------------------------------- William M. Lyons President and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement amendment has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date *William M. Lyons President, Chairman October 25, 2004 - ------------------------ of the Board, Trustee William M. Lyons and Principal Executive Officer *Maryanne Roepke Senior Vice President, October 25, 2004 - ------------------------ Treasurer and Chief Maryanne Roepke Accounting Officer *Albert A. Eisenstat Trustee October 25, 2004 - ------------------------ Albert A. Eisenstat *Ronald J. Gilson Trustee October 25, 2004 - ------------------------ Ronald J. Gilson *Myron S. Scholes Trustee October 25, 2004 - ------------------------ Myron S. Scholes *Kenneth E. Scott Trustee October 25, 2004 - ------------------------ Kenneth E. Scott *John B. Shoven Trustee October 25, 2004 - ------------------------ John B. Shoven *Jeanne D. Wohlers Trustee October 25, 2004 - ------------------------ Jeanne D. Wohlers *Kathryn A. Hall Trustee October 25, 2004 - ------------------------ Kathryn A. Hall /s/ Charles A. Etherington - ---------------------------------------------- *by Charles A. Etherington, Attorney in Fact (pursuant to Power of Attorney dated March 1, 2004).
EX-99 3 ex-exhibitindex.htm EXHIBIT INDEX EXHIBIT INDEX

                                Exhibit Index

EXHIBIT     DESCRIPTION

EX-99.a     Amended and Restated Agreement and Declaration of Trust, dated March
26, 2004.

EX-99.b     Amended and Restated Bylaws,  dated March 26, 2004 (filed as Exhibit
b to Post-Effective  Amendment No. 19 to the Registration Statement on Form N-1A
of American Century  International  Bond Funds, File No. 33-43321,  on April 29,
2004 and incorporated herein by reference).

EX-99.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,  included
as Exhibit (a) herein,  and Article II, Article VII, Article VIII and Article IX
of  Registrant's  Amended and  Restated  Bylaws,  incorporated  by  reference as
Exhibit (b) herein.

EX-99.d     Amended and Restated  Management  Agreement between American Century
California   Tax-Free  and  Municipal  Funds  and  American  Century  Investment
Management, Inc., dated August 1, 2004.

EX-99.e1    Amended and Restated  Distribution  Agreement with American  Century
Investment  Services,  Inc.,  dated  September  3, 2002  (filed as Exhibit e1 to
Post-Effective  Amendment No. 35 to the  Registration  Statement on Form N-1A of
American Century Municipal Trust,  File No. 2-91229,  on September 30, 2002, and
incorporated herein by reference).

EX-99.e2    Amendment No. 1 to the Amended and Restated  Distribution  Agreement
with American Century Investment Services,  Inc., dated December 31, 2002 (filed
as Exhibit e2 to Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A of American Century Variable  Portfolios II, Inc., File No. 333-46922,
on December 23, 2002, and incorporated herein by reference).

EX-99.e3    Amendment No. 2 to the Amended and Restated  Distribution  Agreement
with American Century Investment Services, Inc., dated August 29, 2003 (filed as
Exhibit e3 to Post-Effective  Amendment No. 17 to the Registration  Statement on
Form N-1A of  American  Century  Strategic  Asset  Allocations,  Inc.,  File No.
33-79482, on August 28, 2003, and incorporated herein by reference).

EX-99.e4    Amendment No. 3 to the Amended and Restated  Distribution  Agreement
with American Century Investment Services,  Inc., dated February 27, 2004 (filed
as Exhibit e4 to Post-Effective  Amendment No. 104 to the Registration Statement
on Form N-1A of  American  Century  Mutual  Funds,  Inc.  File No.  2-14213,  on
February 26, 2004, and incorporated herein by reference).

EX-99.e5    Amendment No. 4 to the Amended and Restated  Distribution  Agreement
with American  Century  Investment  Services,  Inc., dated May 1, 2004 (filed as
Exhibit e5 to Post-Effective  Amendment No. 35 to the Registration  Statement on
Form  N-1A of  American  Century  Quantitative  Equity  Funds,  Inc.,  File  No.
33-19589, on April 29, 2004, and incorporated herein by reference).

EX-99.e6    Amendment No. 5 to the Amended and Restated  Distribution  Agreement
with American  Century  Investment  Services,  Inc.,  dated as of August 1, 2004
(filed as  Exhibit e6 to  Post-Effective  Amendment  No. 24 to the  Registration
Statement on Form N-1A of American Century  Investment Trust, File No. 33-19589,
on July 29, 2004, and incorporated herein by reference).

EX-99.e7    Amendment No. 6 to the Amended and Restated  Distribution  Agreement
with American Century Investment Services,  Inc., dated as of September 30, 2004
(filed as  Exhibit e7 to  Post-Effective  Amendment  No. 20 to the  Registration
Statement on Form N-1A of American Century  Strategic Asset  Allocations,  Inc.,
File No. 33-79482, on September 29, 2004, and incorporated herein by reference).

EX-99.g1    Master  Agreement  with Commerce  Bank N.A.,  dated January 22, 1997
(filed as Exhibit b8e to  Post-Effective  Amendment  No. 76 to the  Registration
Statement on Form N-1A of American Century Mutual Funds, Inc., File No. 2-14213,
on February 28, 1997, and incorporated herein by reference).

EX-99.g2    Global Custody Agreement with The Chase Manhattan Bank, 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, on February 7, 1997, and incorporated herein by reference).

EX-99.g3    Amendment to Global Custody Agreement with The Chase Manhattan Bank,
dated December 9, 2000 (filed as Exhibit g2 to Pre-Effective  Amendment No. 2 to
the Registration  Statement on Form N-1A of American Century Variable Portfolios
II, Inc., File No.  333-46922,  on January 9, 2001, and  incorporated  herein by
reference).

EX-99.h1    Transfer   Agency   Agreement   with   American   Century   Services
Corporation,  dated  August  1,  1997  (filed  as  Exhibit  9 to  Post-Effective
Amendment No. 33 to the Registration  Statement on Form N-1A of American Century
Government  Income Trust,  File No. 2-99222,  on July 31, 1997, and incorporated
herein by reference).

EX-99.h2    Amendment  No. 1 to the  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated June 29,  1998  (filed as Exhibit  b9b to
Post-Effective  Amendment No. 23 to the  Registration  Statement on Form N-1A of
American Century Quantitative Equity Funds, File No. 33-19589, on June 29, 1998,
and incorporated herein by reference).

EX-99.h3    Amendment  No. 2 to the  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated November 20, 2000 (filed as Exhibit h4 to
Post-Effective  Amendment No. 30 to the  Registration  Statement on Form N-1A of
the Registrant,  File No. 2-82734, on December 29, 2000, and incorporated herein
by reference).

EX-99.h4    Amendment  No. 3 to the  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated  August 1, 2001  (filed as  Exhibit h5 to
Post-Effective  Amendment No. 44 to the  Registration  Statement on Form N-1A of
American Century  Government Income Trust,  File No. 2-99222,  on July 31, 2001,
and incorporated herein by reference).

EX-99.h5    Amendment  No. 4 to the  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated  December 3, 2001 (filed as Exhibit h6 to
Post-Effective  Amendment No. 16 to the  Registration  Statement on Form N-1A of
American Century Investment Trust, File No. 33-65170,  on November 30, 2001, and
incorporated herein by reference).

EX-99.h6    Amendment  No. 5 to the  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated  July 1,  2002  (filed as  Exhibit  h6 to
Post-Effective  Amendment No. 17 to the  Registration  Statement on Form N-1A of
American Century  Investment  Trust,  File No.  33-65170,  on June 28, 2002, and
incorporated herein by reference).

EX-99.h7    Amendment  No. 6 to the  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated September 3, 2002 (filed as Exhibit h9 to
Post-Effective  Amendment No. 35 to the  Registration  Statement on Form N-1A of
American Century Municipal Trust,  File No. 2-91229,  on September 30, 2002, and
incorporated herein by reference).

EX-99.h8    Amendment  No. 7 to the  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated December 31, 2002 (filed as Exhibit h7 to
Post-Effective  Amendment  No. 4 to the  Registration  Statement on Form N-1A of
American Century Variable  Portfolios II, Inc., File No. 333-46922,  on December
23, 2002, and incorporated herein by reference).

EX-99.h9    Credit Agreement with JPMorgan Chase Bank, as Administrative  Agent,
dated December 17, 2003 (filed as Exhibit h9 to Post-Effective  Amendment No. 39
to the Registration Statement on Form N-1A of American Century Target Maturities
Trust,  File No.  2-94608,  on January  30,  2004,  and  incorporated  herein by
reference).

EX-99.h10   Customer Identification Program Reliance Agreement, dated August 26,
2004 (filed as Exhibit h2 to Post-Effective  Amendment No. 1 to the Registration
Statement on Form N-1A of American  Century Asset Allocation  Portfolios,  Inc.,
File  No.  333-116351,   on  September  1,  2004,  and  incorporated  herein  by
reference).

EX-99.i     Opinion and Consent of Counsel to be filed by amendment.

EX-99.j1    Consent of PricewaterhouseCoopers LLP, independent registered public
accounting firm, to be filed by amendment.

EX-99.j2    Power of  Attorney,  dated  March 1, 2004  (filed as  Exhibit  j2 to
Post-Effective  Amendment No. 34 to the  Registration  Statement on Form N-1A of
American Century Quantitative Equity Funds, Inc., File No. 33-19589, on March 1,
2004, and incorporated herein by reference).

EX-99.j3    Secretary's Certificate, dated March 1, 2004 (filed as Exhibit j3 to
Post-Effective  Amendment No. 34 to the  Registration  Statement on Form N-1A of
American Century Quantitative Equity Funds, Inc., File No. 33-19589, on March 1,
2004, and incorporated herein by reference).

EX-99.m1    Master  Distribution  and  Individual  Shareholder  Services Plan (C
Class),  dated  September  16,  2000  (filed  as  Exhibit  m3 to  Post-Effective
Amendment No. 35 to the Registration  Statement on Form N-1A of American Century
Target Maturities  Trust, File No. 2-94608,  on April 17, 2001, and incorporated
herein by reference).

EX-99.m2    Amendment  No.  1  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (C Class),  dated August 1, 2001 (filed as Exhibit m5
to Post-Effective Amendment No. 44 to the Registration Statement on Form N-1A of
American  Century  Government  Income Trust, on July 31, 2001, File No. 2-99222,
and incorporated herein by reference).

EX-99.m3    Amendment  No.  2  to  the  Master   Distribution   and   Individual
Shareholder Services Plan (C Class), dated December 3, 2001 (filed as Exhibit m7
to Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A of
American Century  Investment Trust on November 30, 2001, File No. 33-65170,  and
incorporated herein by reference).

EX-99.m4    Amendment  No.  3  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (C Class), dated July 1, 2002 (filed as Exhibit m9 to
Post-Effective  Amendment No. 17 to the  Registration  Statement on Form N-1A of
American  Century  Investment  Trust on June 28, 2002,  File No.  33-65170,  and
incorporated herein by reference).

EX-99.m5    Amendment  No.  4  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (C Class),  dated September 3, 2002 (filed as Exhibit
m5 to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A
of American Century  Municipal Trust,  File No. 2-91229,  on September 30, 2002,
and incorporated herein by reference).

EX-99.m6    Amendment  No.  5  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (C Class), dated January 2, 2004 (filed as Exhibit m6
to Post-Effective Amendment No. 42 to the Registration Statement on Form N-1A of
the Registrant,  File No. 2-91229, on February 26, 2004, and incorporated herein
by reference).

EX-99.m7    Amendment  No.  6  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (C Class), dated May 1, 2004 (filed as Exhibit m13 to
Post-Effective  Amendment No. 35 to the  Registration  Statement on Form N-1A of
American Century  Quantitative  Equity Funds, Inc., File No. 33-19589,  on April
29, 2004, and incorporated herein by reference).

EX-99.m8    Master  Distribution  and  Individual  Shareholder  Services Plan (A
Class), dated September 3, 2002 (filed as Exhibit m6 to Post-Effective Amendment
No. 34 to the Registration Statement on Form N-1A of American Century California
Tax-Free  and  Municipal  Funds,  File No.  2-82734,  on October  1,  2002,  and
incorporated herein by reference).

EX-99.m9    Amendment  No.  1  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (A Class),  dated February 27, 2004 (filed as Exhibit
m18 to  Post-Effective  Amendment No. 104 to the Registration  Statement on Form
N-1A of American Century Mutual Funds,  Inc., File No. 2-14213,  on February 26,
2004, and incorporated herein by reference).

EX-99.m10   Master  Distribution  and  Individual  Shareholder  Services Plan (B
Class), dated September 3, 2004 (filed as Exhibit m7 to Post-Effective Amendment
No. 34 to the Registration Statement on Form N-1A of American Century California
Tax-Free  and  Municipal  Funds,  File No.  2-82734,  on October  1,  2002,  and
incorporated herein by reference).

EX-99.m11   Amendment  No.  1  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (B Class),  dated February 27, 2004 (filed as Exhibit
m20 to  Post-Effective  Amendment No. 104 to the Registration  Statement on Form
N-1A of American Century Mutual Funds,  Inc., File No. 2-14213,  on February 26,
2004, and incorporated herein by reference).

EX-99.n1    Amended and Restated  Multiple Class Plan,  dated  September 3, 2002
(filed as  Exhibit n1 to  Post-Effective  Amendment  No. 35 to the  Registration
Statement  on Form N-1A of the  Registrant,  File No.  2-82734,  on December 17,
2002, and incorporated herein by reference).

EX-99.n2    Amendment  No. 1 to the Amended and  Restated  Multiple  Class Plan,
dated December 31, 2002 (filed as Exhibit n2 to Post-Effective  Amendment No. 39
to the Registration  Statement on Form N-1A of American Century Municipal Trust,
File No. 2-91229, on December 23, 2002, and incorporated herein by reference).

EX-99.n3    Amendment  No. 2 to the Amended and  Restated  Multiple  Class Plan,
dated August 29, 2003 (filed as Exhibit n3 to Post-Effective Amendment No. 17 to
the  Registration  Statement on Form N-1A of American  Century  Strategic  Asset
Allocations,  Inc.,  File No.  33-79482,  on August 28, 2003,  and  incorporated
herein by reference).

EX-99.n4    Amendment  No. 3 to the Amended and  Restated  Multiple  Class Plan,
dated February 27, 2004 (filed as Exhibit n4 to Post-Effective Amendment No. 104
to the  Registration  Statement on Form N-1A of American  Century  Mutual Funds,
Inc.,  File No.  2-14213,  on February  26,  2004,  and  incorporated  herein by
reference).

EX-99.n5    Amendment  No. 4 to the Amended and  Restated  Multiple  Class Plan,
dated May 1, 2004 (filed as Exhibit n5 to Post-Effective Amendment No. 35 to the
Registration  Statement  on Form N-1A of American  Century  Quantitative  Equity
Funds,  Inc., File No. 33-19589,  on April 29, 2004, and incorporated  herein by
reference).

EX-99.n6    Amendment  No. 5 to the Amended and  Restated  Multiple  Class Plan,
dated August 1, 2004 (filed as Exhibit n6 to Post-Effective  Amendment No. 24 to
the Registration  Statement on Form N-1A of American Century  Investment  Trust,
File No. 33-65170, on August 1, 2004, and incorporated herein by reference).

EX-99.n7    Amendment  No. 6 to the Amended and  Restated  Multiple  Class Plan,
dated as of September 30, 2004 (filed as Exhibit n7 to Post-Effective  Amendment
No. 20 to the Registration  Statement on Form N-1A of American Century Strategic
Asset  Allocations,  Inc.,  File  No.  33-79482,  on  September  29,  2004,  and
incorporated herein by reference).

EX-99.p     American  Century  Investments Code of Ethics (filed as Exhibit p to
Pre-Effective  Amendment  No. 1 to the  Registration  Statement  on Form N-1A of
American  Century Asset Allocation  Portfolios,  Inc., File No.  333-116351,  on
August 30, 2004, and incorporated herein by reference).
EX-99.A 4 ex-declaroftrust.htm DECLARATION OF TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                         AS AMENDED THROUGH MARCH 26, 2004


                                TABLE OF CONTENTS

ARTICLE I NAME AND DEFINITIONS.................................................1
     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........................................................6
     Section 4.  Payment of Expenses by the Trust.............................10
     Section 5.  Payment of Expenses by Shareholders..........................10
     Section 6.  Ownership of Assets of the Trust.............................10
     Section 7.  Service Contracts............................................10

ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS............................12
     Section 1.  Voting Powers................................................12
     Section 2.  Voting Power and Meetings....................................12
     Section 3.  Quorum and Required Vote.....................................13
     Section 4.  Action by Written Consent....................................13
     Section 5.  Record Dates.................................................13
     Section 6.  Additional Provisions........................................13

ARTICLE VI NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS....................14
     Section 1.  Determination of Net Asset Value, Net Income,
     and Distributions........................................................14
     Section 2.  Redemptions and Repurchases..................................14
     Section 3.  Redemptions at the Option of the Trust.......................14

ARTICLE VII COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES..............15
     Section 1.  Compensation.................................................15
     Section 2.  Limitation of Liability......................................15
     Section 3.  Indemnification..............................................15

ARTICLE VIII MISCELLANEOUS....................................................16
     Section 1.  Trustees, Shareholders, etc. Not Personally
     Liable; Notice...........................................................16
     Section 2.  Trustee's Good Faith Action, Expert Advice,
     No Bond or Surety........................................................16
     Section 3.  Liability of Third Persons Dealing with Trustees.............16
     Section 4.  Termination of Trust or Series...............................17
     Section 5.  Merger and Consolidation.....................................17
     Section 6.  Filing of Copies, References, Headings.......................17
     Section 7.  Applicable Law...............................................17
     Section 8.  Amendments...................................................18
     Section 9.  Trust Only...................................................18
     Section 10.  Use of the Name "Benham" and "American Century".............18





            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                          (AS AMENDED THROUGH MARCH 26, 2004)


     AGREEMENT  AND  DECLARATION  OF TRUST made at Palo Alto,  California on the
18th day of February,  1993,  as amended and  restated,  is further  amended and
restated in its entirety 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 from 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  California  Tax-Free  and
Municipal  Funds" 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 "1940 Act" shall mean the Investment  Company Act of 1940 and the Rules
     and Regulations thereunder, all as amended from time to time;

(b)  "Bylaws" shall mean the Bylaws of the Trust as amended from time to time;

(c)  "Class"  shall  mean any  class of  Shares of any  Series  established  and
     designated  under or in  accordance  with the  provisions  of Article  III,
     Section 6.

(d)  "Commission"   shall  mean  the  United  States   Securities  and  Exchange
     Commission;

(e)  "Declaration  of Trust" shall mean this Amended and Restated  Agreement and
     Declaration of Trust, as further amended or restated from time to time;

(f)  "Independent  Trustee"  shall  mean a  Trustee  who  is not an  "interested
     person" as defined in the 1940 Act.

(g)  "Series" shall mean 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.

(h)  "Shareholder" shall mean a record owner of Shares;



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(i)  "Shares"  shall mean the equal  proportionate  units of interest into which
     the beneficial  interest in the Trust  property  belonging to any Series of
     the Trust and/or any Class of any Series (as the context may require) shall
     be divided from time to time;

(j)  "Trust" shall mean the  Massachusetts  business  trust  established by this
     Agreement and Declaration of Trust, as amended from time to time; and

(k)  "Trustees"  shall mean the Trustees of the Trust named in Article IV hereof
     or elected or appointed in accordance with such Article;


                                   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, but the Trustees shall have the
authority  from time to time to issue  Shares in one or more Series as they deem
necessary or  desirable  (each of which  Series of Shares  shall  represent  the
beneficial interest in a separate and distinct sub-trust of the Trust).  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 may 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.  Shareholders  shall  have no right to demand  payment  for their
shares or to any other rights of dissenting  shareholders in the event the Trust
participates  in  any  transaction   which  would  give  rise  to  appraisal  or
dissenter's  rights by a shareholder  of a corporation  organized  under Chapter
156B of the General Laws of the Commonwealth of Massachusetts, or otherwise.


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


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certificates  certifying  the  ownership of Shares shall be issued except as the
Trustees may otherwise  determine from time to time. The Trustees may, from time
to time, 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 Shareholder.


SECTION 3.  INVESTMENTS IN THE TRUST

The  Trustees may accept or reject  investments  in the Trust and in each Series
from such persons,  at such times, and on such terms and for such consideration,
not  inconsistent  with the 1940 Act,  as they from  time to time  authorize  or
determine.  The Trustees may authorize any distributor,  principal  underwriter,
custodian,  transfer agent, or other person to accept orders for the purchase of
Shares that conform to such  authorized  terms and to reject any purchase orders
for Shares whether or not conforming to such authorized terms.


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 rights 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  nor  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:


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                                                                           AMENDED AND RESTATED
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(a)  create one or more Series of Shares or Classes  thereof (in addition to any
     Series or Classes  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 or Classes 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 or one or more
     Classes of a Series into a single  Class,  on such terms and  conditions as
     the Trustees shall determine;

(d)  change or eliminate any eligibility  requirements  for investment in Shares
     of any Series or Classes thereof,  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 or Classes;

(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 AND CLASSES

The  establishment  and designation of any Series of Shares, or Classes thereof,
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 or as provided by
reference  to, or approval of,  another  document  that sets forth such relative
rights and preferences of the Shares of such Series or Class. 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, or Classes thereof,  established pursuant to this Section
6, unless otherwise  provided in the resolution  establishing  such Series or as
modified by the Multiple  Class Plan adopted by the Trustees in accordance  with
applicable  law,  as  amended  or  replaced  from time to time,  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


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     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 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
     Shareholders 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,  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


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     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

(a)  Number.  Immediately  following  adoption  of  this  Amended  and  Restated
     Declaration  of the Trust,  the eight (8) Trustees of the Trust and or each
     Series  hereunder  shall remain the  Trustees in office upon its  adoption:
     Albert A. Eisenstat,  Ronald J. Gilson,  Kathryn A. Hall, William M. Lyons,
     Myron S. Scholes,  Kenneth E. Scott, John B. Shoven, and Jeanne D. Wohlers.
     Hereafter,  the number of  Trustees  may be changed  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 (3) nor
     more than fifteen (15).


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(b)  Removal and  Vacancies.  Subject to the 1940 Act,  the  Trustees may (i) by
     vote of a majority of the remaining Trustees fill vacancies in the Trustees
     or (ii) remove  Trustees with or without cause by vote of a majority of the
     Independent  Trustees  if  the  Trustee  to be  removed  is an  Independent
     Trustee,  or by  vote of the  Trustees  who are  "interested  persons"  (as
     defined in the 1940 Act) if the  Trustee  to be removed is an  "interested"
     Trustee.  The selection and nomination of Independent Trustees is committed
     solely  to the  discretion  of a  Nominating  Committee  consisting  of all
     sitting  Independent  Trustees,  except  where  the  remaining  Trustee  or
     Trustees are "interested persons".

(c)  Term.  Each Trustee shall serve during the continued  lifetime of the Trust
     until such Trustee dies, resigns, reaches retirement age 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.

(d)  Resignation.  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.

(e)  Election  by  Shareholders.   At  the  discretion  of  the  Trustees,   the
     Shareholders  may fix the  number of  Trustees  and elect  Trustees  at any
     meeting of  Shareholders  called by a  majority  of 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 annul 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.

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 and may amend and repeal them to the extent that such Bylaws do not
reserve that right to the  Shareholders;  in  accordance  with Section 1 of this
Article  they may fill  vacancies  in and  increase  or  reduce  the  number  of
Trustees, they may elect and remove such officers and appoint and



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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 and to the extent not inconsistent  with the 1940
Act or other applicable law, the Trustees shall have power and authority for and
on behalf of the Trust and each separate Series established hereunder:

(a)  to invest and reinvest cash, to hold cash 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



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     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;

(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



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     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; and

(n)  in general, to carry on any other business in connection with or incidental
     to any of the foregoing  powers,  to do everything  necessary,  suitable or
     proper  for the  accomplishment  of any  purpose or the  attainment  of any
     object or the furtherance of any power hereinbefore set forth, either alone
     or in  association  with  others,  and  to do  every  other  act  or  thing
     incidental  or  appurtenant  to or  growing  out of or  connected  with the
     aforesaid business or purposes, objects or powers.

The Trustees  shall not be limited to investing in obligations  maturing  before
the  possible  termination  of the  Trust or any  Series or Class  thereof.  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
     1940 Act, or any rules or regulations  adopted  thereunder,  or 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



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     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.  The Trustees may  authorize  the
     Advisor  to employ  one or more  sub-advisors  from time to time to perform
     such of the acts and  services  of the  Advisor,  and upon  such  terms and
     conditions, as may be agreed upon between the Advisor and such sub-advisor.

(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.


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                                    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  Massachusetts
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 or permitted by law, this Declaration of Trust or the Bylaws
to be taken by the Shareholders.

SECTION 2.  VOTING POWER AND MEETINGS

No annual or regular meetings of Shareholders are required.  Special 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.  Special
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 as provided in
the  Bylaws.  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.


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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

Subject to the provisions of the 1940 Act, any action taken by Shareholders  may
be taken without a meeting in accordance with the provisions of the Bylaws. 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, in accordance with the provisions of the Bylaws, 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.


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                                   ARTICLE VI
                 NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS

SECTION 1.  DETERMINATION OF NET ASSET VALUE, NET INCOME, AND DISTRIBUTIONS

(a)  The net asset value of each  outstanding  Share of each Series of the Trust
     shall be  determined on such days and at such time or times as the Trustees
     may  determine.  The method of  determination  of net asset  value shall be
     determined by the Trustees and shall be as set forth in the  Prospectus and
     Statement of Additional Information  constituting parts of the Registration
     Statement of the Trust under the Securities Act of 1933 as such  Prospectus
     and Statement of Additional Information may be amended and supplemented and
     filed with the Commission from time to time. The power and duty to make the
     daily  calculations may be delegated by the Trustees to any Advisor or such
     other person as the Trustees by resolution may determine.  The Trustees may
     suspend the daily  determination of net asset value to the extent permitted
     by the 1940 Act.

(b)  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 the 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,  less any
applicable  deferred sales charges and/or fees. 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 if: (i) the value of such shares in the  account of such  Shareholder
is less than minimum  investment amounts applicable to that account as set forth
in the Trust's then-current  registration  statement under the 1940 Act, or (ii)
the Shareholder  fails to furnish the Trust with the holder's  correct  taxpayer
identification  number or social security number and to make such certifications
with respect thereto as the



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Trust may require; provided, however, that any such redemptions shall be subject
to such  further  terms and  conditions  as the  Trustees  may from time to time
adopt.

SECTION 4.  SUSPENSION OF THE RIGHT OF REDEMPTION

The Trustees may declare a suspension of the right of redemption or postpone the
date of payment as  permitted  under the 1940 Act.  Such  suspension  shall take
effect at such time as the Trustees shall specify,  but not later than the close
of business on the business day following the  declaration  of  suspension,  and
thereafter  there shall be no right of  redemption of payment until the Trustees
shall declare the suspension at an end. In the case of a suspension of the right
of redemption,  a Shareholder  may either withdraw the request for redemption or
receive  payment  based on the net  asset  value per  Share  existing  after the
termination  of the  suspension.  In the event that any  Series is divided  into
Classes,  the provisions of this Section, to the extent applicable as determined
in the discretion of the Trustees and consistent  with  applicable  laws, may be
equally applied to each such Class.


                                   ARTICLE VII
              COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES

SECTION 1.  COMPENSATION

The  Independent  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  willful
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



                                                                         page 15



                                                                           AMENDED AND RESTATED
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS     AGREEMENT AND DECLARATION OF TRUST
- -----------------------------------------------------------------------------------------------


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
willful  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 willful
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.

                                                                         page 16



                                                                           AMENDED AND RESTATED
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS     AGREEMENT AND DECLARATION OF TRUST
- -----------------------------------------------------------------------------------------------


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


                                                                         page 17



                                                                           AMENDED AND RESTATED
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS     AGREEMENT AND DECLARATION OF TRUST
- -----------------------------------------------------------------------------------------------


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.

SECTION 11.  PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS

(a)  The  provisions  of this  Amended  and  Restated  Declaration  of Trust are
     severable,  and,  if the  Trustees  shall  determine,  with the  advice  of
     counsel, that any of such provisions are in conflict with the 1940 Act, the
     regulated  investment  company  provisions of the Internal  Revenue Code or
     with other  applicable laws and  regulations,  the  conflicting  provisions
     shall be deemed never to have  constituted  a part of this  Declaration  of
     Trust;  provided,  however, that such determination shall not affect any of
     the remaining  provisions of this Declaration of Trust or render invalid or
     improper any action taken or omitted prior to such determination.

(b)  If any provision of this Amended and Restated Declaration of Trust shall be
     held invalid or  unenforceable  in any  jurisdiction,  such  invalidity  or
     unenforceability  shall pertain only to such provision in such jurisdiction
     and shall not in any manner affect such provision in any other jurisdiction
     or any other provision of this Declaration of Trust in any jurisdiction.



                                                                         page 18



                                                                           AMENDED AND RESTATED
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS     AGREEMENT AND DECLARATION OF TRUST
- -----------------------------------------------------------------------------------------------


     IN WITNESS  WHEREOF,  a majority of the Trustees as aforesaid do hereto set
their hands this 26th day of March,  2004,  as an amendment and  restatement  of
that Agreement and Declaration of Trust  originally  executed on the 18th day of
February, 1993.

TRUSTEES OF THE AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


/s/ Albert A. Eisenstat                        /s/ Kenneth E. Scott
- ---------------------------------              ---------------------------------
Albert A. Eisenstat                            Kenneth E. Scott


/s/ Ronald J. Gilson                           /s/ John B. Shoven
- ---------------------------------              ---------------------------------
Ronald J. Gilson                               John B. Shoven


/s/ William M. Lyons                           /s/ Kathryn A. Hall
- ---------------------------------              ---------------------------------
William M. Lyons                               Kathryn A. Hall


/s/ Myron S. Scholes                           /s/ Jeanne D. Wohlers
- ---------------------------------              ---------------------------------
Myron S. Scholes                               Jeanne D. Wohlers


                                                                         page 19




            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS

             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                         (RESTATED AS OF MARCH 26, 2004)


                                   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
- ---------------------------------------------- ---------------- ----------------
California Tax-Free Money Market Fund          Investor Class       11/09/1983
California Limited-Term Tax-Free Fund          Investor Class       06/01/1992
- ---------------------------------------------- ---------------- ----------------
California Intermediate-Term Tax-Free Fund     Investor Class       11/09/1983
California Long-Term Tax-Free Fund             Investor Class       11/09/1983
- ---------------------------------------------- ---------------- ----------------
California High-Yield Municipal Fund           Investor Class       12/30/1986
                                               A Class              05/08/2002
                                               ---------------- ----------------
                                               B Class              05/08/2002
                                               C Class              05/01/2001
                                               ---------------- ----------------
                                               C Class II           05/08/2002
- ---------------------------------------------- ---------------- ----------------

This  Schedule  A shall  supersede  any  previously  adopted  Schedule  A to the
Declaration of Trust.


                                                                      Schedule A

EX-99.D 5 ex-mgmtagmt.htm MANAGEMENT AGREEMENT AMENDED AND RESTATED MANAGEMENT AGREEMENT

                                                                         EX-99.d

            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS

                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT

     This AMENDED AND RESTATED MANAGEMENT AGREEMENT  ("Agreement") is made as of
the 1st day of August,  2004 by and between AMERICAN CENTURY CALIFORNIA TAX-FREE
AND MUNICIPAL  FUNDS, a Massachusetts  business trust and registered  investment
company (the "Company"),  and AMERICAN CENTURY  INVESTMENT  MANAGEMENT,  INC., a
Delaware corporation (the "Investment Manager").

     WHEREAS,  the Company has adopted an Amended and  Restated  Multiple  Class
Plan  dated as of  September  3, 2002 (as the same may be  amended  from time to
time,  the  "Multiple  Class  Plan"),  pursuant to Rule 18f-3 of the  Investment
Company Act of 1940, as amended (the "Investment Company Act");

     WHEREAS,  the Multiple Class Plan establishes one or more classes of shares
for each series of shares of the Company;

     WHEREAS,  the  parties  hereto  have  agreed to a revised  methodology  for
calculation  of the rate at which the  Management  Fee is payable  hereunder for
each series and each class of each series of shares of the Company;

     WHEREAS,  the  revised  methodology  will  result  in  the  same  or  lower
Management  Fees than those that are currently in place for each series and each
class of each series of shares of the Company; and

     WHEREAS,  the parties  hereto  desire to enter into this  Agreement  (i) to
arrange for  investment  management  services  to be provided by the  Investment
Manager for all series and classes of shares issued by the Company;  and (ii) to
reflect the revisions to the Management Fee  calculation  agreed to by the Board
of Directors of the Company and the Investment Manager.

     NOW,  THEREFORE,  IN  CONSIDERATION  of the mutual  promises and agreements
herein contained, the parties agree as follows:

1.   INVESTMENT MANAGEMENT SERVICES.  The Investment Manager shall supervise the
     investments of each series of shares of the Company  contemplated as of the
     date  hereof,  and such  subsequent  series of shares as the Company  shall
     select the Investment  Manager to manage. In such capacity,  the Investment
     Manager  shall  maintain  a  continuous  investment  program  for each such
     series,  determine  what  securities  shall  be  purchased  or sold by each
     series,  secure and evaluate such  information  as it deems proper and take
     whatever  action is  necessary  or  convenient  to perform  its  functions,
     including the placing of purchase and sale orders.

2.   COMPLIANCE  WITH LAWS. All functions  undertaken by the Investment  Manager
     hereunder  shall at all times  conform to, and be in accordance  with,  any
     requirements imposed by:

     (a)  the Investment  Company Act and any rules and regulations  promulgated
          thereunder;

     (b)  any other applicable provisions of law;

     (c)  the Declaration of Trust of the Company as amended from time to time;


                                                                          Page 1



                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


     (d)  the By-Laws of the Company as amended from time to time;

     (e)  the Multiple Class Plan; and

     (f)  the registration  statement(s) of the Company, as amended from time to
          time,  filed  under  the  Securities  Act of 1933  and the  Investment
          Company Act.

3.   BOARD  SUPERVISION.  All  of the  functions  undertaken  by the  Investment
     Manager  hereunder  shall at all times be subject to the  direction  of the
     Board of Trustees (collectively, the "Board of Directors", and each Trustee
     individually a "Director") of the Company, its executive committee,  or any
     committee  or officers of the Company  acting  under the  authority  of the
     Board of Directors.

4.   PAYMENT OF EXPENSES. The Investment Manager will pay all of the expenses of
     each  series of the  Company's  shares  that it shall  manage,  other  than
     interest, taxes, brokerage commissions,  portfolio insurance, extraordinary
     expenses,  the fees and expenses of those Directors who are not "interested
     persons" as defined in Investment  Company Act (hereinafter  referred to as
     the  "Independent   Directors")  (including  counsel  fees),  and  expenses
     incurred in  connection  with the  provision  of  shareholder  services and
     distribution services under a plan adopted pursuant to Rule 12b-1 under the
     Investment  Company  Act. The  Investment  Manager will provide the Company
     with  all  physical  facilities  and  personnel  required  to  carry on the
     business of each series that the Investment Manager shall manage, including
     but not limited to office space, office furniture,  fixtures and equipment,
     office  supplies,  computer  hardware  and software and salaried and hourly
     paid personnel.  The Investment Manager may at its expense employ others to
     provide all or any part of such facilities and personnel.

5.   ACCOUNT FEES.  The Board of Directors  may impose fees for various  account
     services,  proceeds of which may be remitted to the appropriate Fund or the
     Investment  Manager at the discretion of the Board. At least 60 days' prior
     written  notice  of the  intent  to  impose  such  fee must be given to the
     shareholders of the affected series.

6.   MANAGEMENT FEES.

     (a)  In consideration of the services  provided by the Investment  Manager,
          each  class of a series  of  shares  of the  Company  shall pay to the
          Investment Manager a management fee that is calculated as described in
          this Section 6 using the fee schedules described herein.

     (b)  Definitions

          (1)  An  "INVESTMENT   TEAM"  is  the  Portfolio   Managers  that  the
               Investment Manager has designated to manage a given portfolio.

          (2)  An   "INVESTMENT   STRATEGY"  is  the   processes   and  policies
               implemented by the  Investment  Manager for pursuing a particular
               investment objective managed by an Investment Team.

          (3)  A "PRIMARY STRATEGY  PORTFOLIO" is each series of the Company, as
               well as any  other  series  of any  other  registered  investment
               company for which the Investment Manager serves as the investment
               manager and for which American Century Investment Services,  Inc.
               serves as the distributor;  provided,  however, that a


                                                                          Page 2



                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


               registered investment company that invests its assets exclusively
               in the shares of other registered  investment companies shall not
               be a Primary  Strategy  Portfolio.  Any  exceptions  to the above
               requirements  shall be approved by the Board of  Directors of the
               Company

          (4)  A "SECONDARY  STRATEGY  PORTFOLIO" is another  account managed by
               the  Investment  Manager  that is managed by the same  Investment
               Team as that  assigned to manage any Primary  Strategy  Portfolio
               that shares the same board of  directors  or board of trustees as
               the Company. Any exceptions to this requirement shall be approved
               by the Board of Directors of the Company

          (5)  An "INVESTMENT CATEGORY" for a series of the Company is the group
               to which  the  series  is  assigned  for  determining  the  first
               component of its management fee. Each Primary Strategy  Portfolio
               is assigned to one of the three Investment  Categories  indicated
               below. The Investment Category  assignments for the series of the
               Company  appear in  Schedule B to this  Agreement.  The assets in
               each of the Investment Categories  ("INVESTMENT CATEGORY ASSETS")
               is determined as follows:

               a)   MONEY MARKET FUND CATEGORY ASSETS. The assets which are used
                    to determine the fee for this Investment Category is the sum
                    of the assets of all of the Primary Strategy  Portfolios and
                    Secondary Strategy  Portfolios that invest primarily in debt
                    securities and are subject to Rule 2a-7 under the Investment
                    Company Act.

               b)   BOND FUND  CATEGORY  ASSETS.  The  assets  which are used to
                    determine  the fee for this  Investment  Category is the sum
                    the assets of all of the  Primary  Strategy  Portfolios  and
                    Secondary Strategy  Portfolios that invest primarily in debt
                    securities  and  are not  subject  to Rule  2a-7  under  the
                    Investment Company Act.

               c)   EQUITY FUND  CATEGORY  ASSETS.  The assets which are used to
                    determine  the fee for this  Investment  Category is the sum
                    the assets of all of the  Primary  Strategy  Portfolios  and
                    Secondary  Strategy  Portfolios  that  invest  primarily  in
                    equity securities.

          (6)  The "PER  ANNUM  INVESTMENT  CATEGORY  FEE DOLLAR  AMOUNT"  for a
               series  is  the  dollar  amount   resulting   from  applying  the
               applicable Investment Category Fee Schedule for the series of the
               Company (as shown on Schedule A) using the applicable  Investment
               Category Assets.

          (7)  The "PER ANNUM INVESTMENT  CATEGORY FEE RATE" for a series of the
               Company is the percentage rate that results from dividing the Per
               Annum Investment Category Fee Dollar Amount for the series by the
               applicable Investment Category Assets for the series.

          (8)  The  "COMPLEX  ASSETS"  is the  sum of the  assets  in all of the
               Primary Strategy Portfolios.

                                                                          Page 3



                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS



          (9)  The "PER ANNUM COMPLEX FEE DOLLAR AMOUNT" for a class of a series
               of  the  Company  shall  be  the  dollar  amount  resulting  from
               application of the Complex Assets to the Complex Fee Schedule for
               the class as shown in Schedule C.

          (10) The "PER ANNUM  COMPLEX  FEE RATE" for a class of a series of the
               Company is the percentage rate that results from dividing the Per
               Annum  Complex Fee Dollar Amount for the class of a series by the
               Complex Assets.

          (11) The "PER  ANNUM  MANAGEMENT  FEE RATE" for a class of a series of
               the Company is the sum of the Per Annum  Investment  Category Fee
               Rate  applicable  to the series and the Per Annum Complex Fee Fee
               Rate applicable to the class of the series.

     (c)  DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
          each series of shares of the Company shall accrue a fee  calculated by
          multiplying the Per Annum Management Fee Rate for that class times the
          net assets of the class on that day, and further dividing that product
          by 365 (366 in leap years).

     (d)  MONTHLY  MANAGEMENT  FEE  PAYMENT.  On the first  business day of each
          month,  each class of each series of shares of the  Company  shall pay
          the management fee to the Investment  Manager for the previous  month.
          The  fee  for  the  previous  month  shall  be the  sum  of the  Daily
          Management  Fee  Calculations  for each  calendar  day in the previous
          month.

     (e)  ADDITIONAL SERIES OR CLASSES. In the event that the Board of Directors
          shall determine to issue any additional  series of shares for which it
          is proposed that the Investment  Manager serve as investment  manager,
          the Company and the Investment Manager shall enter into an Addendum to
          this  Agreement  setting  forth the name of the series or classes,  as
          appropriate, the Applicable Fee and such other terms and conditions as
          are applicable to the management of such series of shares.

7.   CONTINUATION OF AGREEMENT.  This Agreement shall continue in effect, unless
     sooner terminated as hereinafter  provided,  for a period of two years from
     the execution  hereof,  and for as long  thereafter as its  continuance  is
     specifically  approved, as to each series of the Company, at least annually
     (i) by the Board of  Directors  of the Company or by the vote of a majority
     of the outstanding  voting securities of the Company,  and (ii) by the vote
     of a majority of the  Directors of the Company,  who are not parties to the
     agreement  or  interested  persons of any such  party,  cast in person at a
     meeting called for the purpose of voting on such approval.

8.   TERMINATION.  This Agreement may be terminated, with respect to any series,
     by the  Investment  Manager at any time  without  penalty  upon  giving the
     Company 60 days' written notice, and may be terminated, with respect to any
     series,  at any time  without  penalty  by the  Board of  Directors  of the
     Company or by vote of a majority of the  outstanding  voting  securities of
     such series on 60 days' written notice to the Investment Manager.

9.   EFFECT OF ASSIGNMENT.  This Agreement shall automatically  terminate in the
     event of assignment by the Investment  Manager,  the term  "assignment" for
     this  purpose  having  the  meaning  defined  in  Section  2(a)(4)  of  the
     Investment Company Act.


                                                                          Page 4


                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


10.  OTHER  ACTIVITIES.  Nothing herein shall be deemed to limit or restrict the
     right of the  Investment  Manager,  or the  right  of any of its  officers,
     directors or employees (who may also be a Director,  officer or employee of
     the  Company),  to  engage  in any other  business  or to  devote  time and
     attention to the management or other aspects of any other business, whether
     of a similar or dissimilar nature, or to render services of any kind to any
     other corporation, firm, individual or association.

11.  STANDARD OF CARE. In the absence of willful  misfeasance,  bad faith, gross
     negligence, or reckless disregard of its obligations or duties hereunder on
     the part of the  Investment  Manager,  it, as an  inducement to it to enter
     into this Agreement, shall not be subject to liability to the Company or to
     any shareholder of the Company for any act or omission in the course of, or
     connected with,  rendering services hereunder or for any losses that may be
     sustained in the purchase, holding or sale of any security.

12.  SEPARATE AGREEMENT.  The parties hereto acknowledge that certain provisions
     of the Investment Company Act, in effect,  treat each series of shares of a
     registered   investment   company   as  a  separate   investment   company.
     Accordingly,  the parties hereto hereby  acknowledge and agree that, to the
     extent deemed  appropriate and consistent with the Investment  Company Act,
     this Agreement shall be deemed to constitute a separate  agreement  between
     the Investment  Manager and each series of shares of the Company managed by
     the Investment Manager.

13.  USE OF THE  NAMES  "AMERICAN  CENTURY"  AND  "BENHAM."  The name  "American
     Century"  and all  rights to the use of the names  "American  Century"  and
     "Benham"  are  the  exclusive   property  of  American   Century   Services
     Corporation  ("ACSC"),  an affiliate of the  Investment  Manager.  ACSC has
     consented  to, and  granted a  non-exclusive  license  for,  the use by the
     Company and their  respective  series of the names  "American  Century" and
     "Benham" in the name of the Company and any series of shares thereof.  Such
     consent and non-exclusive  license may be revoked by ACSC in its discretion
     if ACSC, the Investment  Manager, or a subsidiary or affiliate of either of
     them is not employed as the investment  manager of each series of shares of
     the Company.  In the event of such revocation,  the Company and each series
     of shares thereof using the name "American Century" or "Benham" shall cease
     using the name "American Century" or "Benham",  unless otherwise  consented
     to by ACSC or any successor to its interest in such names.


                                                                          Page 5


                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their  respective  duly  authorized  officers  as of the day and  year  first
written above.

Attest:                               AMERICAN CENTURY CALIFORNIA TAX-FREE
                                      AND MUNICIPAL FUNDS


/s/ Charles A. Etherington            /s/ William M. Lyons
- ----------------------------------    ----------------------------------
CHARLES A. ETHERINGTON                WILLIAM M. LYONS
Assistant Secretary                   President


Attest:                               AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.


/s/ Charles C. S. Park                /s/ Mark Mallon
- ----------------------------------    ----------------------------------
CHARLES C.S. PARK                     MARK MALLON
Secretary                             Senior Vice President and
                                      Chief Investment Officer




                                                                          Page 6






AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS       Schedule A: Category Fee Schedules
- -------------------------------------------------------------------------------------------------

                                   SCHEDULE A

                        INVESTMENT CATEGORY FEE SCHEDULES

MONEY MARKET FUNDS
======================= ========================================================
                                              RATE SCHEDULES

CATEGORY ASSETS          SCHEDULE 1   SCHEDULE 2      SCHEDULE 3     SCHEDULE 4
- ----------------------- ------------- ------------- -------------- -------------
First $1 billion          0.2500%       0.2700%      0.3500%         0.2300%
Next $1 billion           0.2070%       0.2270%      0.3070%         0.1870%
Next $3 billion           0.1660%       0.1860%      0.2660%         0.1460%
Next $5 billion           0.1490%       0.1690%      0.2490%         0.1290%
Next $15 billion          0.1380%       0.1580%      0.2380%         0.1180%
Next $25 billion          0.1375%       0.1575%      0.2375%         0.1175%
Thereafter                0.1370%       0.1570%      0.2370%         0.1170%
======================= ============= ============= ============== =============


BOND FUNDS
================== ======================================================================
                                                RATE SCHEDULES

CATEGORY ASSETS    SCHEDULE 1  SCHEDULE 2  SCHEDULE 3  SCHEDULE 4  SCHEDULE 5  SCHEDULE 6
- ------------------ ----------- ----------- ----------- ----------- ----------- ----------
First $1 billion    0.2800%     0.3100%     0.3600%     0.6100%     0.4100%     0.6600%
Next $1 billion     0.2280%     0.2580%     0.3080%     0.5580%     0.3580%     0.6080%
Next $3 billion     0.1980%     0.2280%     0.2780%     0.5280%     0.3280%     0.5780%
Next $5 billion     0.1780%     0.2080%     0.2580%     0.5080%     0.3080%     0.5580%
Next $15 billion    0.1650%     0.1950%     0.2450%     0.4950%     0.2950%     0.5450%
Next $25 billion    0.1630%     0.1930%     0.2430%     0.4930%     0.2930%     0.5430%
Thereafter          0.1625%     0.1925%     0.2425%     0.4925%     0.2925%     0.5425%
================== =========== =========== =========== =========== =========== ==========



EQUITY FUNDS
============================ ===================================================
                                              RATE SCHEDULES

CATEGORY ASSETS                      SCHEDULE 1                SCHEDULE 2
- ---------------------------- ------------------------- -------------------------
First $1 billion                      0.5200%                   0.7200%
Next $5 billion                       0.4600%                   0.6600%
Next $15 billion                      0.4160%                   0.6160%
Next $25 billion                      0.3690%                   0.5690%
Next $50 billion                      0.3420%                   0.5420%
Next $150 billion                     0.3390%                   0.5390%
Thereafter                            0.3380%                   0.5380%
============================ ========================= =========================




                                                                        Page A-1







AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS   Schedule B: Investment Category Assignments
- ------------------------------------------------------------------------------------------------------

                                   SCHEDULE B

                         INVESTMENT CATEGORY ASSIGNMENTS

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS

============================================ =================== ===============
Series                                       Category             Applicable Fee
                                                                 Schedule Number
- -------------------------------------------- ------------------- ---------------
California Tax-Free Money Market Fund        Money Market Funds         2
California Limited-Term Tax-Free Fund        Bond Funds                 1
California Intermediate-Term Tax-Free Fund   Bond Funds                 1
California Long-Term Tax-Free Fund           Bond Funds                 1
California High-Yield Municipal Fund         Bond Funds                 2
============================================ =================== ===============

                                                                        Page B-1





AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS     Schedule C: Complex Fee Schedules
- ----------------------------------------------------------------------------------------------

                                   SCHEDULE C

                              COMPLEX FEE SCHEDULES

======================== =======================================================
                                           Rate Schedules

Complex Assets            Advisor Class  Institutional Class   All Other Classes
- ------------------------ --------------- -------------------- ------------------
First $2.5 billion           0.0600%           0.1100%              0.3100%
Next $7.5 billion            0.0500%           0.1000%              0.3000%
Next $15.0 billion           0.0485%           0.0985%              0.2985%
Next $25.0 billion           0.0470%           0.0970%              0.2970%
Next $25.0 billion           0.0370%           0.0870%              0.2870%
Next $25.0 billion           0.0300%           0.0800%              0.2800%
Next $25.0 billion           0.0200%           0.0700%              0.2700%
Next $25.0 billion           0.0150%           0.0650%              0.2650%
Next $25.0 billion           0.0100%           0.0600%              0.2600%
Next $25.0 billion           0.0050%           0.0550%              0.2550%
Thereafter                   0.0000%           0.0500%              0.2500%
======================== =============== ==================== ==================


                                                                        Page C-1


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