-----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, LYKUuN/i9yoDzmr+z3QW20FZmE+U0yAYslzR9MN5NAzpOPbTLQ7VrIeLy1Pp440o kTSPFQAMUGqMfUYpA5O71Q== 0000717316-05-000021.txt : 20051013 0000717316-05-000021.hdr.sgml : 20051013 20051013121228 ACCESSION NUMBER: 0000717316-05-000021 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051013 DATE AS OF CHANGE: 20051013 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: 051136402 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: 1933 Act SEC FILE NUMBER: 002-82734 FILM NUMBER: 051136403 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 pea39a-2005.htm POST-EFFECTIVE AMENDMENT NO. 39 POST-EFFECTIVE AMENDMENT NO. 39

                       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. 39                                 [X]

                             and/or

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

     Amendment No. 43                                                [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, 2006

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, 2006) 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.




JANUARY 1, 2006 AMERICAN CENTURY INVESTMENTS PROSPECTUS California Limited-Term Tax-Free Fund California Long-Term Tax-Free Fund California Tax-Free Bond Fund California Tax-Free Money Market Fund THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. American Century Investment Services, Inc. Distributor TABLE OF CONTENTS AN OVERVIEW OF THE FUNDS......................................................XX FUND PERFORMANCE HISTORY......................................................XX California Limited-Term Tax-Free Fund, California Long-Term Tax-Free Fund and California Tax-Free Bond Fund...............................................................XX California Tax-Free Money Market Fund...................................XX FEES AND EXPENSES.............................................................XX OBJECTIVES, STRATEGIES AND RISKS..............................................XX California Limited-Term Tax-Free Fund, California Long-Term Tax-Free Fund and California Tax-Free Bond Fund...............XX California Tax-Free Money Market Fund...................................XX BASICS OF FIXED-INCOME INVESTING..............................................XX MANAGEMENT....................................................................XX INVESTING WITH AMERICAN CENTURY...............................................XX SHARE PRICE AND DISTRIBUTIONS.................................................XX TAXES.........................................................................XX FINANCIAL HIGHLIGHTS..........................................................XX 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 portfolio 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 payments 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. 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 - -------------------------------------------------------------------------------- California Tax-Free High-quality, very California economic risk Money Market short-term debt securities Lowest credit risk Lowest interest rate risk Lowest liquidity risk - -------------------------------------------------------------------------------- California Quality debt securities California economic risk Limited-Term with a weighted average Moderate credit risk Tax-Free maturity of 1-5 years Low interest rate risk Moderate liquidity risk - -------------------------------------------------------------------------------- California Tax-Free Quality debt securities California economic risk Bond of all maturity ranges Moderate credit risk Moderate interest rate risk Moderate liquidity risk - -------------------------------------------------------------------------------- California Long-Term Quality debt securities California economic risk Tax-Free with a weighted Moderate credit risk average maturity High interest rate risk of 10 or more years Moderate liquidity risk - -------------------------------------------------------------------------------- The description of the risks for California Tax-Free Bond in each category (interest rate, credit and liquidity) represents our best estimate of the fund's overall risk on average. Because the fund may invest in securities of all maturity ranges, the risks may fluctuate as the portfolio manager repositions the fund in response to changing market conditions. 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. A more detailed description of the funds' investment strategies and risks may be found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page X. 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 LIMITED-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND CALIFORNIA TAX-FREE BOND 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) 1995 8.32% 1996 3.93% 1997 5.34% 1998 4.91% 1999 1.13% 2000 7.03% 2001 4.95% 2002 6.37% 2003 2.45% 2004 1.38% (1) AS OF SEPTEMBER 30, 2005, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 0.76%. 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 LONG-TERM TAX-FREE FUND -- INVESTOR CLASS(1) 1995 19.80% 1996 3.59% 1997 9.74% 1998 6.31% 1999 -5.22% 2000 14.92% 2001 4.23% 2002 8.69% 2003 4.51% 2004 4.10% (1) AS OF SEPTEMBER 30, 2005, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 2.57%. 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) -2.85% (1Q 1996) - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE BOND FUND -- INVESTOR CLASS(1) 1995 13.52% 1996 4.25% 1997 7.45% 1998 5.59% 1999 -1.09% 2000 10.14% 2001 4.35% 2002 8.80% 2003 3.23% 2004 2.80% (1) AS OF SEPTEMBER 30, 2005, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 1.63%. The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST - -------------------------------------------------------------------------------- California Tax-Free Bond 5.25% (1Q 1995) -2.18% (2Q 2004) - -------------------------------------------------------------------------------- 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, 2004 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE - -------------------------------------------------------------------------------- Return Before Taxes 1.38% 4.41% 4.55% - -------------------------------------------------------------------------------- Return After Taxes on Distributions 1.38% 4.38% 4.54% - -------------------------------------------------------------------------------- Return After Taxes on Distributions 1.83% 4.25% 4.45% and Sale of Fund Shares - -------------------------------------------------------------------------------- Lehman Brothers 3-Year Municipal Bond Index 1.78% 4.78% 4.97% (reflects no deduction for fees, expenses and taxes) - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE - -------------------------------------------------------------------------------- Return Before Taxes 4.10% 7.21% 6.87% - -------------------------------------------------------------------------------- Return After Taxes on Distributions 4.10% 7.21% 6.79% - -------------------------------------------------------------------------------- Return After Taxes on Distributions 4.21% 6.91% 6.64% and Sale of Fund Shares - -------------------------------------------------------------------------------- Lehman Brothers Long-Term Municipal Bond Index 6.27% 8.74% 8.07% (reflects no deduction for fees, expenses and taxes) - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE BOND - -------------------------------------------------------------------------------- Return Before Taxes 2.80% 5.82% 5.83% - -------------------------------------------------------------------------------- Return After Taxes on Distributions 2.80% 5.75% 5.72% - -------------------------------------------------------------------------------- Return After Taxes on Distributions 3.19% 5.58% 5.63% and Sale of Fund Shares - -------------------------------------------------------------------------------- Lehman Brothers 5-Year General Obligation Index 2.95% 5.93% 5.87% (reflects no deduction for fees, expenses and taxes) - -------------------------------------------------------------------------------- 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) 1995 3.41% 1996 3.07% 1997 3.19% 1998 2.95% 1999 2.66% 2000 3.30% 2001 2.20% 2002 1.06% 2003 0.60% 2004 0.76% (1) AS OF SEPTEMBER 30, 2005, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 1.33%. 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. - -------------------------------------------------------------------------------- INVESTOR CLASS - -------------------------------------------------------------------------------- FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2004 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET - -------------------------------------------------------------------------------- Investor Class 0.76% 1.58% 2.31% - -------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------ DISTRIBUTION TOTAL ANNUAL MANAGEMENT AND SERVICE OTHER FUND OPERATING FEE(1) (12B-1) FEES EXPENSES(2) EXPENSES - ------------------------------------------------------------------------------------------ CALIFORNIA LIMITED-TERM TAX-FREE - ------------------------------------------------------------------------------------------ Investor Class 0.49% None 0.00% 0.49% - ------------------------------------------------------------------------------------------ CALIFORNIA LONG-TERM TAX-FREE - ------------------------------------------------------------------------------------------ Investor Class 0.49% None 0.00% 0.49% - ------------------------------------------------------------------------------------------ CALIFORNIA TAX-FREE BOND - ------------------------------------------------------------------------------------------ Investor Class 0.49% None 0.00% 0.49% - ------------------------------------------------------------------------------------------ CALIFORNIA TAX-FREE MONEY MARKET - ------------------------------------------------------------------------------------------ Investor Class 0.49% None 0.03% 0.52% - ------------------------------------------------------------------------------------------ (1) BASED ON ASSETS 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 LIMITED-TERM TAX-FREE - -------------------------------------------------------------------------------- Investor Class $50 $157 $274 $615 - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE - -------------------------------------------------------------------------------- Investor Class $50 $157 $274 $615 - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE BOND - -------------------------------------------------------------------------------- Investor Class $50 $157 $274 $615 - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET - -------------------------------------------------------------------------------- Investor Class $53 $167 $290 $652 - -------------------------------------------------------------------------------- OBJECTIVES, STRATEGIES AND RISKS CALIFORNIA LIMITED-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND CALIFORNIA TAX-FREE BOND 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 portfolio 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. California Limited-Term Tax-Free will typically invest in California municipal securities with maturities of one to ten years. Under normal market conditions, the fund's weighted average maturity is expected to be one to five years. California Long-Term Tax-Free will typically invest in California municipal securities with maturities of seven or more years. Under normal market conditions, the fund's weighted average maturity is expected to be ten or more years. By contrast, California Tax-Free Bond may invest in California municipal securities of all maturity ranges, and therefore its weighted average maturity may fluctuate as the portfolio manager repositions the fund in response to changing market conditions. 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, portfolio 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 portfolio managers. A description of the policies and procedures with respect to the disclosure of the funds' portfolio securities is available in the statement of additional information. 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 a 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. There is no guarantee that all of the funds' income will remain exempt from federal or state income taxes. Income from municipal bonds held by a fund could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. 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. When determining whether to sell a security, portfolio 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 portfolio managers. A description of the policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the 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. There is no guarantee that all of the fund's income will remain exempt from federal or state income taxes. Income from municipal bonds held by a fund could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. 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 portfolio 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 portfolio 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 portfolio 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 portfolio 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. The description of the risks for California Tax-Free Bond in each category represents our best estimate of the fund's overall risk on average. Because the fund may invest in securities of all maturity ranges, the risks may fluctuate as the portfolio manager repositions the fund in response to changing market conditions. - -------------------------------------------------------------------------------- INTEREST RATE CREDIT LIQUIDITY RISK RISK RISK - -------------------------------------------------------------------------------- California Tax-Free Money Market Lowest Lowest Lowest - -------------------------------------------------------------------------------- California Limited-Term Tax-Free Low Moderate Moderate - -------------------------------------------------------------------------------- California Tax-Free Bond 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 provides to the funds, the advisor receives 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, 2005 - -------------------------------------------------------------------------------- Investor Class - -------------------------------------------------------------------------------- California Limited-Term Tax-Free 0.49% - -------------------------------------------------------------------------------- California Long-Term Tax-Free 0.49% - -------------------------------------------------------------------------------- California Tax-Free Bond 0.49% - -------------------------------------------------------------------------------- California Tax-Free Money Market 0.49% - -------------------------------------------------------------------------------- A discussion regarding the basis for the Board of Trustee's approval of the funds' investment advisory contract with the advisor is available in the funds' report to shareholders dated August 31, 2005. THE FUND MANAGEMENT TEAMS The advisor uses teams of portfolio managers and analysts to manage funds. These teams are organized by broad investment categories, such as money markets and taxable bonds. The individuals listed below serve as the lead portfolio managers for the funds. As such, they are ultimately responsible for security selection and portfolio construction for the funds, as well as compliance with stated investment objectives and cash flow monitoring. Other members of the investment teams provide research and analytical support but generally do not make day-to-day investment decisions for the funds. CALIFORNIA LIMITED-TERM TAX-FREE CALIFORNIA TAX-FREE BOND ROBERT J. MILLER Mr. Miller, Vice President and Portfolio Manager, has been a member of the Municipal Bond team since joining American Century in June 1998. He became a portfolio manager in February 2001. He has a bachelor's degree in business administration-finance from San Jose State University and an MBA from New York University. CALIFORNIA LONG-TERM TAX-FREE G. DAVID MACEWEN Mr. MacEwen, Chief Investment Officer - Fixed Income, supervises the American Century Municipal Bond team. He has been a member of the Municipal Bond team since joining American Century in May 1991. In 2000, he was named senior vice president and senior portfolio manager and served in that capacity until being named to his current position in 2001. He has a bachelor's degree in economics from Boston University and an MBA in finance from the University of Delaware. CALIFORNIA TAX-FREE MONEY MARKET TODD PARDULA Mr. Pardula, Vice President and Portfolio Manager, has been a member of the Money Market team since May 1994. He joined American Century in February 1990 and became a portfolio manager in April 1994. He has a bachelor's degree in finance from Santa Clara University. He is a CFA charterholder. The statement of additional information provides additional information about the other accounts managed by the portfolio managers, if any, the structure of their compensation, and their ownership of fund securities. 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 and/or the advisor may change any other policies and investment strategies. INVESTING DIRECTLY WITH AMERICAN CENTURY SERVICES AUTOMATICALLY AVAILABLE TO YOU Most accounts automatically will have access to the services listed under WAYS TO MANAGE YOUR ACCOUNT 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). 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. If you want to add online and telephone services later, you can complete an Investor Service Options form. 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 automatically redeem shares in one of your accounts to pay the $12.50 fee. Please note that you may incur 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. WIRE PURCHASES CURRENT INVESTORS: If you would like to make a wire purchase into an existing account, your bank will need the following information. (To invest in a new fund, please call us first to set up the new account.) o American Century's bank information: Commerce Bank N.A., Routing No. 101000019, Account No. 2804918 o Your American Century account number and fund name o Your name o The contribution year (for IRAs only) NEW INVESTORS: To make a wire purchase into a new account, please complete an application prior to wiring money. WAYS TO MANAGE YOUR ACCOUNT - -------------------------------------------------------------------------------- ONLINE - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. o 4500 MAIN STREET, KANSAS CITY, MISSOURI -- 8 A.M. TO 5 P.M., MONDAY - FRIDAY o 4917 TOWN CENTER DRIVE, LEAWOOD, KANSAS -- 8 A.M. TO 5 P.M., MONDAY - FRIDAY, 8 A.M. TO NOON, SATURDAY o 1665 CHARLESTON ROAD, MOUNTAIN VIEW, CALIFORNIA -- 8 A.M. TO 5 P.M., MONDAY - FRIDAY - -------------------------------------------------------------------------------- BY TELEPHONE - -------------------------------------------------------------------------------- INVESTOR SERVICES REPRESENTATIVE: 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. The Automated Information Line is available only to Investor Class shareholders. MAKE ADDITIONAL INVESTMENTS: Call or use our Automated Information Line if you have authorized us to invest from your bank account. The Automated Information Line is available only to Investor Class shareholders. SELL SHARES: Call a Service Representative. - -------------------------------------------------------------------------------- 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: You may sell shares automatically by establishing Check-A-Month or Automatic Redemption plans. SEE ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT FOR MORE INFORMATION ABOUT INVESTING WITH US. INVESTING THROUGH A FINANCIAL INTERMEDIARY If you do business with us through a financial intermediary or a retirement plan, 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 or plan sponsor for a complete description of its policies. Copies of the funds' annual reports, semiannual reports and statement of additional information are available from your intermediary or plan sponsor. 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 payments may be made for one or more of the following: (1) distribution services, which include expenses incurred by intermediaries for their sales activities with respect to the funds, such as preparing, printing and distributing sales literature and advertising materials and compensating registered representatives or other employees of such intermediary for their sales activities; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the intermediary; and (3) marketing and promotional services, including business planning assistance, educating personnel about the funds, and sponsorship of sales meetings, which may include covering costs of providing speakers, meals and other entertainment. The distributor may sponsor seminars and conferences designed to educate intermediaries about the funds and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to provide an incentive to intermediaries to sell the funds by ensuring that they are educated about the funds, and to help such intermediaries defray costs associated with offering the funds. The amount of any payments described by this paragraph is determined by the advisor or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor, and not by you or the funds. As a result, the total expense ratio of the funds will not be affected by any such payments. 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. SEE ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT FOR MORE INFORMATION ABOUT INVESTING WITH US. ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT 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. LIMITATIONS ON SALE As of the date of this prospectus the funds were registered for sale in the following states: Arizona, California, Colorado, District of Columbia, Florida, Hawaii, New Mexico, Nevada, New York (except California Limited-Term Tax-Free), Oregon, Texas, Utah, Washington and the Virgin Islands. 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. Please remember, if you request redemptions by wire, $10 will be deducted from the amount redeemed. Your bank also may charge a fee. 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 portfolio 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. For Investor Class shares, 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. 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 You have chosen to conduct business in writing only and would like to redeem over $100,000. 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 EFT (ACH or wire) to a destination other than your personal bank account. o You are transferring ownership of an account over $100,000. o You change your address and request a redemption over $100,000 within 15 days. o You change your bank information and request a redemption within 15 days. We reserve the right to require a signature guarantee for other transactions, at our discretion. 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. American Century seeks to exercise its judgment in implementing these tools to the best of its ability 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 vary depending on the type of fund, the class of shares or whether the shares are held directly or indirectly with American Century. They 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 individual shareholders within group, or omnibus, accounts maintained by financial intermediaries is severely limited because American Century generally 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. 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 us or your financial professional. For American Century Brokerage accounts, please call 1-888-345-2071. 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. 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. 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 a debt security has been declared in default or 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 (known as registered investment companies, or 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. 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 should 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. CALIFORNIA TAX-FREE MONEY MARKET FUND California Tax-Free Money Market 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) 5% 15% and Qualified Dividend Income - -------------------------------------------------------------------------------- If a fund's distributions exceed its income and capital gains realized during the tax year, all or a portion of the distributions made by the fund in that tax year will be considered a return of capital. A return of capital distribution is generally not subject to tax, but will reduce your cost basis in the fund and result in higher realized capital gains (or lower realized capital losses) upon the sale of fund shares. 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. 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 a 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. 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 Report of Independent Registered Public Accounting Firm and the financial statements are included in the funds' annual report, which is available upon request. CALIFORNIA LIMITED-TERM TAX-FREE FUND Investor Class [Will insert 8/31/05 audited information] CALIFORNIA LONG-TERM TAX-FREE FUND Investor Class [Will insert 8/31/05 audited information] CALIFORNIA TAX-FREE BOND FUND Investor Class [Will insert 8/31/05 audited information] CALIFORNIA TAX-FREE MONEY MARKET FUND Investor Class [Will insert 8/31/05 audited information] 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, online at americancentury.com or 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 LIMITED-TERM TAX-FREE FUND - -------------------------------------------------------------------------------- Investor Class 936 BCSTX CaLtdTF - -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE FUND - -------------------------------------------------------------------------------- Investor Class 932 BCLTX CaLgTF - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE BOND FUND - -------------------------------------------------------------------------------- Investor Class 931 BCITX CaIntTF - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET FUND - -------------------------------------------------------------------------------- Investor Class 930 BCTXX AmC CATF - -------------------------------------------------------------------------------- Investment Company Act File No. 811-3706 AMERICAN CENTURY INVESTMENTS P.O. Box 419200 Kansas City, Missouri 64141-6200 1-800-345-2021 or 816-531-5575 americancentury.com 0601 SH-PRS-45854



JANUARY 1, 2006 AMERICAN CENTURY INVESTMENTS PROSPECTUS California High-Yield Municipal Fund THE FUND IS CLOSED TO NEW SELF-DIRECTED RETAIL INVESTORS BUT IS AVAILABLE THROUGH FINANCIAL INTERMEDIARIES. SELF-DIRECTED RETAIL INVESTORS WITH OPEN ACCOUNTS MAY MAKE ADDITIONAL INVESTMENTS AND REINVEST DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS AS LONG AS SUCH ACCOUNTS REMAIN OPEN. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. American Century Investment Services, Inc., Distributor 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 taxes. WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGY AND PRINCIPAL RISKS? The portfolio 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 may be found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page X. 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. The returns of the fund's other classes of shares will differ from those shown in the chart, depending on the expenses of those classes. 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) 1995 18.29% 1996 5.89% 1997 10.50% 1998 6.73% 1999 -3.31% 2000 12.70% 2001 5.02% 2002 9.10% 2003 5.72% 2004 6.73% (1) AS OF SEPTEMBER 30, 2005, THE END OF THE MOST RECENT CALENDAR QUARTER, THE FUND'S YEAR-TO-DATE RETURN WAS 5.71%. 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) -2.06% (4Q 1999) - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS The following table shows the average annual total returns of the fund's Investor Class shares calculated three different ways. Additional tables show the average annual total returns of the fund's other share classes calculated before the impact of taxes. 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. After-tax returns are shown only for Investor Class shares. After tax returns for other share classes will vary. 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, 2004 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1) - --------------------------------------------------------------------------------------- Return Before Taxes 6.73% 7.82% 7.60% N/A - --------------------------------------------------------------------------------------- Return After Taxes on Distributions 6.73% 7.82% 7.53% N/A - --------------------------------------------------------------------------------------- Return After Taxes on Distributions 6.24% 7.53% 7.36% N/A and Sale of Fund Shares - --------------------------------------------------------------------------------------- Lehman Brothers Long-Term Municipal Bond Index 6.27% 8.74% 8.07% N/A (reflects no deduction for fees, expenses and taxes) - --------------------------------------------------------------------------------------- (1) ONLY CLASSES WITH PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF CLASS. - --------------------------------------------------------------------------------------- A CLASS(1) - --------------------------------------------------------------------------------------- FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2004 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(2) - --------------------------------------------------------------------------------------- Return Before Taxes 6.46% N/A N/A 6.50%(3) - --------------------------------------------------------------------------------------- Lehman Brothers Long-Term Municipal Bond Index 6.27% N/A N/A 6.78% (reflects no deduction for fees, expenses and taxes) - --------------------------------------------------------------------------------------- (1) RETURNS ASSUME THE DEDUCTION OF ALL SALES LOADS, CHARGES AND OTHER FEES ASSOCIATED WITH THE FUND. YOUR ACTUAL RETURNS MAY VARY DEPENDING ON THE CIRCUMSTANCES OF YOUR INVESTMENT. (2) THE INCEPTION DATE FOR THE A CLASS IS JANUARY 31, 2003. (3) CLASS RETURNS WOULD HAVE BEEN LOWER IF SERVICE AND DISTRIBUTION FEES HAD NOT BEEN VOLUNTARILY WAIVED FROM JANUARY 31, 2003 TO MARCH 10, 2003. - --------------------------------------------------------------------------------------- B CLASS(1) - --------------------------------------------------------------------------------------- FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2004 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(2) - --------------------------------------------------------------------------------------- Return Before Taxes 5.67% N/A N/A 5.72%(3) - --------------------------------------------------------------------------------------- Lehman Brothers Long-Term Municipal Bond Index 6.27% N/A N/A 6.78% (reflects no deduction for fees, expenses and taxes) - --------------------------------------------------------------------------------------- (1) RETURNS ASSUME THE DEDUCTION OF ALL SALES LOADS, CHARGES AND OTHER FEES ASSOCIATED WITH THE FUND. YOUR ACTUAL RETURNS MAY VARY DEPENDING ON THE CIRCUMSTANCES OF YOUR INVESTMENT. (2) THE INCEPTION DATE FOR THE B CLASS IS JANUARY 31, 2003. (3) CLASS RETURNS WOULD HAVE BEEN LOWER IF SERVICE AND DISTRIBUTION FEES HAD NOT BEEN VOLUNTARILY WAIVED FROM JANUARY 31, 2003 TO FEBRUARY 19, 2003. - --------------------------------------------------------------------------------------- C CLASS - --------------------------------------------------------------------------------------- FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2004 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1) - --------------------------------------------------------------------------------------- Return Before Taxes 5.67% N/A N/A 5.86%(2) - --------------------------------------------------------------------------------------- Lehman Brothers Long-Term Municipal Bond Index 6.27% N/A N/A 6.78% (reflects no deduction for fees, expenses and taxes) - --------------------------------------------------------------------------------------- (1) THE INCEPTION DATE FOR THE C CLASS IS JANUARY 31, 2003. (2) CLASS RETURNS WOULD HAVE BEEN LOWER IF SERVICE AND DISTRIBUTION FEES HAD NOT BEEN VOLUNTARILY WAIVED FROM JANUARY 31, 2003 TO MARCH 4, 2003. 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 or visit americancentury.com. 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) - --------------------------------------------------------------------------------------- INVESTOR CLASS A CLASS B CLASS C CLASS - --------------------------------------------------------------------------------------- Maximum Sales Charge (Load) None 4.50% None None Imposed on Purchases (as a percentage of offering price) - --------------------------------------------------------------------------------------- Maximum Deferred Sales Charge (Load) None 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) - --------------------------------------------------------------------------------------- Maximum Account Maintenance Fee $25(4) None None None - --------------------------------------------------------------------------------------- (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 X, AND IS ELIMINATED AFTER SIX YEARS. (3) THE CHARGE IS 1.00% DURING THE FIRST YEAR AFTER PURCHASE AND IS ELIMINATED THEREAFTER. (4) 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) - -------------------------------------------------------------------------------- DISTRIBUTION TOTAL ANNUAL MANAGEMENT AND SERVICE OTHER FUND OPERATING FEE(1) (12B-1) FEES EXPENSES(2) EXPENSES - -------------------------------------------------------------------------------- Investor Class 0.52% None 0.00% 0.52% - -------------------------------------------------------------------------------- A Class 0.52% 0.25%(3) 0.00% 0.77% - -------------------------------------------------------------------------------- B Class 0.52% 1.00%(3) 0.00% 1.52% - -------------------------------------------------------------------------------- C Class 0.52% 1.00%(3)(4) 0.00% 1.52%(4) - -------------------------------------------------------------------------------- (1) BASED ON ASSETS 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. (3) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE SHARES THROUGH BROKER-DEALERS, BANKS, INSURANCE COMPANIES AND OTHER FINANCIAL INTERMEDIARIES. THE FEE MAY BE USED TO COMPENSATE SUCH FINANCIAL INTERMEDIARIES FOR DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE Service, Distribution and Administrative Fees, PAGE X. (4) EFFECTIVE JANUARY 2, 2004, THE DISTRIBUTION AND SERVICE FEES FOR C CLASS INCREASED FROM 0.75% TO 1.00%. 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 - -------------------------------------------------------------------------------- Investor Class $53 $167 $290 $652 - -------------------------------------------------------------------------------- A Class $525 $685 $858 $1,358 - -------------------------------------------------------------------------------- B Class $554 $778 $924 $1,600 - -------------------------------------------------------------------------------- C Class $154 $478 $824 $1,800 - -------------------------------------------------------------------------------- The table above reflects a deduction for charges payable upon redemption. You would pay the following expenses if you did not redeem your shares and thus did not incur such charges. - -------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Investor Class $53 $167 $290 $652 - -------------------------------------------------------------------------------- A Class $525 $685 $858 $1,358 - -------------------------------------------------------------------------------- B Class $154 $478 $824 $1,600 - -------------------------------------------------------------------------------- C Class $154 $478 $824 $1,800 - -------------------------------------------------------------------------------- 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 portfolio 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 portfolio 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 portfolio managers seek to invest in securities that will result in a high yield for the fund. To accomplish this, the portfolio 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 portfolio 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, portfolio 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 portfolio managers. A description of the policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the 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. There is no guarantee that all of the fund's income will remain exempt from federal or state income taxes. Income from municipal bonds held by a fund could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. 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 portfolio 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 portfolio 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 portfolio 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 portfolio 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. 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. 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. 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 provides to the fund, the advisor receives 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, 2005 - -------------------------------------------------------------------------------- INVESTOR CLASS A CLASS B CLASS C CLASS - -------------------------------------------------------------------------------- California High-Yield Municipal 0.52% 0.52% 0.52% 0.52% - -------------------------------------------------------------------------------- A discussion regarding the basis for the Board of Trustees' approval of the fund's investment advisory contract with the advisor is available in the fund's report to shareholders dated August 31, 2005. THE FUND MANAGEMENT TEAM The advisor uses teams of portfolio managers and analysts to manage funds. These teams are organized by broad investment categories, such as money markets and taxable bonds. The individual listed below serves as the lead portfolio manager for the fund. As such, he is ultimately responsible for security selection and portfolio construction for the fund, as well as compliance with stated investment objectives and cash flow monitoring. Other members of the investment team provide research and analytical support but generally do not make day-to-day investment decisions for the fund. STEVEN M. PERMUT Mr. Permut, Senior Vice President and Senior Portfolio Manager, has been a member of the Municipal Bond team since June 1987. He joined American Century in June 1987 and became a portfolio manager in June 1990. 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. The statement of additional information provides additional information about the other accounts managed by the portfolio manager, if any, the structure of his compensation, and his ownership of fund securities. 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 and/or the advisor may change any other policies and investment strategies. INVESTING DIRECTLY WITH AMERICAN CENTURY SERVICES AUTOMATICALLY AVAILABLE TO YOU Most accounts automatically will have access to the services listed under WAYS TO MANAGE YOUR ACCOUNT 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). 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. If you want to add online and telephone services later, you can complete an Investor Service Options form. 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 automatically redeem shares in one of your accounts to pay the $12.50 fee. Please note that you may incur 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. WIRE PURCHASES CURRENT INVESTORS: If you would like to make a wire purchase into an existing account, your bank will need the following information. (To invest in a new fund, please call us first to set up the new account.) o American Century's bank information: Commerce Bank N.A., Routing No. 101000019, Account No. 2804918 o Your American Century account number and fund name o Your name o The contribution year (for IRAs only) NEW INVESTORS: To make a wire purchase into a new account, please complete an application prior to wiring money. WAYS TO MANAGE YOUR ACCOUNT - -------------------------------------------------------------------------------- ONLINE - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. o 4500 MAIN STREET, KANSAS CITY, MISSOURI -- 8 A.M. TO 5 P.M., MONDAY - FRIDAY o 4917 TOWN CENTER DRIVE, LEAWOOD, KANSAS -- 8 A.M. TO 5 P.M., MONDAY - FRIDAY, 8 A.M. TO NOON, SATURDAY o 1665 CHARLESTON ROAD, MOUNTAIN VIEW, CALIFORNIA -- 8 A.M. TO 5 P.M., MONDAY - FRIDAY - -------------------------------------------------------------------------------- BY TELEPHONE - -------------------------------------------------------------------------------- INVESTOR SERVICES REPRESENTATIVE: 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. The Automated Information Line is available only to Investor Class shareholders. MAKE ADDITIONAL INVESTMENTS: Call or use our Automated Information Line if you have authorized us to invest from your bank account. The Automated Information Line is available only to Investor Class shareholders. SELL SHARES: Call a Service Representative. - -------------------------------------------------------------------------------- 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: You may sell shares automatically by establishing Check-A-Month or Automatic Redemption plans. SEE ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT FOR MORE INFORMATION ABOUT INVESTING WITH US. INVESTING THROUGH A FINANCIAL INTERMEDIARY The fund's A, B and C Classes are intended for purchase through financial intermediaries that provide various administrative and distribution services. This fund is not available for retirement accounts. FINANCIAL INTERMEDIARIES include banks, broker-dealers, insurance companies and investment advisors. 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 professional for the services provided to you. Your financial professional can help you choose the option that is most appropriate. The following chart provides a summary description of these classes. - -------------------------------------------------------------------------------- A CLASS B CLASS - -------------------------------------------------------------------------------- Initial sales charge(1) No initial sales charge - -------------------------------------------------------------------------------- Generally no contingent Contingent deferred sales charge deferred sales charge(2) 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 for long-term investors to amounts 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 CONTINGENT DEFERRED SALES CHARGE (CDSC) OF 1.00% WILL BE CHARGED ON CERTAIN PURCHASES OF $1,000,000 OR MORE THAT ARE REDEEMED WITHIN ONE YEAR OF PURCHASE. CALCULATION OF SALES CHARGES The information regarding sales charges provided herein is included free of charge and in a clear and prominent format at americancentury.com in the INVESTORS USING ADVISORS and INVESTMENT PROFESSIONALS portions of the Web site. From the description of A, B or C Class shares, a hyperlink will take you directly to this disclosure. 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 professional are: - -------------------------------------------------------------------------------------- AMOUNT PAID TO PURCHASE AMOUNT SALES CHARGE SALES CHARGE FINANCIAL AS A % OF AS A % OF PROFESSIONAL AS A OFFERING PRICE NET AMOUNT INVESTED % 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 PROFESSIONALS. 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 professional 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 (funds that offer A, B and C Class shares) 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 B CLASS B Class shares are sold at their net asset value without an initial sales charge. For sales of B Class shares, the amount paid to your financial professional is 4.00% of the amount invested. If you redeem your shares within six years of purchase date, you will pay a contingent deferred sales charge (CDSC) as set forth below. The purpose of the CDSC is to permit the fund's distributor to recoup all or a portion of the up-front payment made to your financial professional. There is no CDSC on shares acquired through reinvestment of dividends or capital gains. REDEMPTION 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 (which carry a 1.00% 12b-1 fee) will automatically convert to A Class shares (which carry a 0.25% 12b-1 fee) 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. For sales of C Class shares, the amount paid to your financial professional is 1.00% of the amount invested. 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 purpose of the CDSC is to permit the fund's distributor to recoup all or a portion of the up-front payment made to your financial professional. The CDSC will not be charged on shares acquired through 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 CDSC may be waived in the following cases: o redemptions through systematic withdrawal plans not exceeding annually: o 12% of the lesser of the original purchase cost or current market value for A Class shares o 12% of the original purchase cost for B Class shares o 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 and 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 professional 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. EXCHANGES BETWEEN FUNDS (C CLASS) You may exchange C Class shares of a fund for C Class shares of any other American Century fund. You may not exchange from the C Class to any other class. We will not charge a Contingent Deferred Sales Charge (CDSC) on the shares you exchange, regardless of the length of time you have owned them. When you do redeem shares that have been exchanged, the CDSC will be based on the date you purchased the original shares. 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. SEE ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT FOR MORE INFORMATION ABOUT INVESTING WITH US. ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT 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. LIMITATIONS ON SALE As of the date of this prospectus, California High-Yield Municipal Fund is registered for sale only in the following states: Arizona, California, Colorado, Florida, Hawaii, New Mexico, Nevada, New York, Oregon, Texas, Utah, Washington and the Virgin Islands. 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 length of time you have held your shares. 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. Please remember, if you request redemptions by wire, $10 will be deducted from the amount redeemed. Your bank also may charge a fee. 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 portfolio 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 tax liability as a result of the redemption. A, B and C Class 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 You have chosen to conduct business in writing only and would like to redeem over $100,000. 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 EFT (ACH or wire) to a destination other than your personal bank account. o You are transferring ownership of an account over $100,000. o You change your address and request a redemption over $100,000 within 15 days. o You change your bank information and request a redemption within 15 days. We reserve the right to require a signature guarantee for other transactions, at our discretion. 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. American Century seeks to exercise its judgment in implementing these tools to the best of its ability 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 vary depending on the type of fund, the class of shares or whether the shares are held directly or indirectly with American Century. They 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 individual shareholders within group, or omnibus, accounts maintained by financial intermediaries is severely limited because American Century generally 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. 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 us or your financial professional. For American Century Brokerage accounts, please call 1-888-345-2071. 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. 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. 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 a debt security has been declared in default or 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 (known as registered investment companies, or 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. 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 should 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: - -------------------------------------------------------------------------------- TYPE OF DISTRIBUTION TAX RATE FOR 10% TAX RATE FOR AND 15% BRACKETS ALL OTHER BRACKETS - -------------------------------------------------------------------------------- Short-term capital gains Ordinary Income Ordinary Income - -------------------------------------------------------------------------------- Long-term capital gains (> 1 year) 5% 15% and Qualified Dividend Income - -------------------------------------------------------------------------------- If a fund's distributions exceed its income and capital gains realized during the tax year, all or a portion of the distributions made by the fund in that tax year will be considered a return of capital. A return of capital distribution is generally not subject to tax, but will reduce your cost basis in the fund and result in higher realized capital gains (or lower realized capital losses) upon the sale of the fund shares. 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. 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 a 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: A Class, B Class, C Class and Investor Class. A, B and C Class shares are offered primarily through institutions like investment advisors, banks, broker dealers and insurance companies. Each of these classes has different fees, expenses and/or minimum investment requirements. 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. Except as described herein, all classes of shares of a 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. 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 payments may be made for one or more of the following: (1) distribution services, which include expenses incurred by intermediaries for their sales activities with respect to the fund, such as preparing, printing and distributing sales literature and advertising materials and compensating registered representatives or other employees of such intermediary for their sales activities; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the intermediary; and (3) marketing and promotional services, including business planning assistance, educating personnel about the fund, and sponsorship of sales meetings, which may include covering costs of providing speakers, meals and other entertainment. The distributor may sponsor seminars and conferences designed to educate intermediaries about the fund and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to provide an incentive to intermediaries to sell the fund by ensuring that they are educated about the fund, and to help such intermediaries defray costs associated with offering the fund. The amount of any payments described by this paragraph is determined by the advisor or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor, and not by you or the fund. As a result, the total expense ratio of the fund will not be affected by any such payments. 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, except the Investor 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. 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 show the changes in share price for this period in comparison to changes over the last five fiscal years or less, if the share class is not five years old. On a per-share basis, 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 Report of Independent Registered Public Accounting Firm and the financial statements are included in the fund's annual report, which is available upon request. CALIFORNIA HIGH-YIELD MUNICIPAL FUND Investor Class [Will insert 8/31/05 audited information] CALIFORNIA HIGH-YIELD MUNICIPAL FUND A Class [Will insert 8/31/05 audited information] CALIFORNIA HIGH-YIELD MUNICIPAL FUND B Class [Will insert 8/31/05 audited information] CALIFORNIA HIGH-YIELD MUNICIPAL FUND C Class [Will insert 8/31/05 audited information] 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, online at americancentury.com or 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 - -------------------------------------------------------------------------------- A Class 133 CAYAX CaHYMu - -------------------------------------------------------------------------------- B Class 333 CAYBX CaHYMu - -------------------------------------------------------------------------------- C Class 433 CAYCX CaHYMu - -------------------------------------------------------------------------------- Investment Company Act File No. 811-3706 AMERICAN CENTURY INVESTMENTS P.O. Box 419786 Kansas City, Missouri 64141-6786 1-800-378-9878 0601 SH-PRS-45855



January 1, 2006 AMERICAN CENTURY INVESTMENTS STATEMENT OF ADDITIONAL INFORMATION American Century California Tax-Free and Municipal Funds California High-Yield Municipal Fund California Limited-Term Tax-Free Fund California Long-Term Tax-Free Fund California Tax-Free Bond Fund California Tax-Free Money Market Fund THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUNDS' PROSPECTUSES DATED JANUARY 1, 2006, 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 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., Distributor TABLE OF CONTENTS The Funds' History............................................................ X Fund Investment Guidelines.................................................... X California High-Yield Municipal Fund.................................... X California Limited-Term Tax-Free Fund, California Long-Term Tax-Free Fund, and California Tax-Free Bond Fund........................ X California Tax-Free Money Market 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 Disclosure of Portfolio Holdings........................................ X The Funds' Principal Shareholders............................................. X Service Providers............................................................. X Investment Advisor...................................................... X Portfolio Managers...................................................... X Transfer Agent and Administrator........................................ X Distributor............................................................. 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 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 - -------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE FUND - -------------------------------------------------------------------------------- Investor Class BCSTX 06/01/1992 -------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE FUND - -------------------------------------------------------------------------------- Investor Class BCLTX 11/09/1983 - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE BOND FUND - -------------------------------------------------------------------------------- Investor Class BCITX 11/09/1983 - -------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET FUND - -------------------------------------------------------------------------------- Investor Class BCTXX 11/09/1983 - -------------------------------------------------------------------------------- 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 prospectuses and this statement of additional information, see EXPLANATION OF FIXED-INCOME SECURITIES RATINGS beginning on page X. 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 X. CALIFORNIA LIMITED-TERM TAX-FREE FUND CALIFORNIA LONG-TERM TAX-FREE FUND CALIFORNIA TAX-FREE BOND FUND California Limited-Term Tax-Free, California Long-Term Tax-Free and California Tax-Free Bond 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 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. FUND INVESTMENTS AND RISKS INVESTMENT STRATEGIES AND RISKS This section describes the investment vehicles and strategies that the portfolio 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, 2005 population, over 36.5 million, representing approximately 12.5% of the U. S. population has grown by nearly 11.3% since 1998. 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, 2004, 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. The state has added 336,000 jobs between July 2003 and March 2005 compared with 367,000 jobs lost between January 2001 and July 2003. 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 July 1, 2005, the state had outstanding approximately $47.5 billion in aggregate principal amount of long-term general obligation bonds, and unused voter authorizations for the future issuance of approximately $35.2 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. State Finances The state's principal sources of General Fund revenues for fiscal year 2004-05 were the California personal income tax (49% of total revenues), the sales tax (32% of total revenues), and bank and corporations taxes (10% 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. Taxes on capital gains realizations and stock options, which are largely linked to stock market performance, can add a significant volatility to personal income tax receipts. Capital gains and stock option tax receipts have accounted for a much as 24.7% and as little as 5.6% of general fund revenues in the past ten years. The 2005-06 May Revision estimates that capital gains and stock option tax receipts will account for 10.8% of general fund revenues in each fiscal years 2004-05 and 2005-06. The 2005-06 Governor's Budget released on January 10, 2005, after funding a $500 million reserve, closed an estimated $9.1 billion gap between resources and expenditures primarily through the use of $1.7 billion of economic recovery bonds, suspending the $1.3 billion transfer from the general fund of sales taxes on fuels to transportation programs pursuant to proposition 42, not appropriating $2.3 billion of proposition 98 increase, and other spending reductions. The 2005-06 May Revision, reflected an increase in general fund revenues compared to January of about $3.7 billion due to economic growth and about $3.9 billion in one-time revenues over the 2004-05 and 2005-06 time periods due to tax amnesty program. With the increased revenues, the May Revision proposed to eliminate the use of economic recovery bonds, fully fund transportation programs under proposition 42 and pay back 50% of the vehicle license fee gap (subsequently increased to 100% at budget act) owed to local governments, among other things. Under the 2005 Budget Act, general fund revenues and transfers are projected to increase 5.7%, from 79.9 billion in fiscal year 2004-05 to $84.5 billion in fiscal year 2005-06. The revenue projections assume continued but moderating growth in California's economy as reflected in several key indicators. The 2005 budget act contains general fund appropriations of $90 billion, compared to $81.7 billion in 2004-05. The difference between revenues and expenditures in fiscal 2005-06 is funded by using a part of the $7.5 billion fund balance at June 30, 2005. The June 30, 2006 reserve is projected to be $1.302 billion, compared to an estimated June 30, 2005 reserve of $6.857 billion. About $900 million of this reserve will be set aside for payment in fiscal year 2006-07 of tax refunds and other adjustments related to the tax amnesty program implemented in early 2005. The 2005 budget act also includes special fund expenditures of $23.3 billion and bond fund expenditures of $4 billion. The state expects to issue $3 billion in revenue anticipation notes (RANs) to meet the state's short-term cash needs for fiscal year 2005-06. The 2005 budget act was substantially similar to the Governor's May revision proposals. It contained the following components: 1. Proposition 98- General fund expenditures are proposed to increase by $2.582 billion, or 7.6% to $36.6 billion. This reflects increases in the proposition 98 guaranteed funding level resulting from increases in general fund revenues in fiscal year 2005-06, adjusted for changes in local revenues. The budget act funds enrollment growth and 4.23% cost of living increase. Per pupil spending under Proposition 98 is projected to be $7,402, compared to $7,023 in the previous year. 2. Higher Education- The 2005 budget act marks the first year of funding for the higher education compact under the administration. The compact was signed in spring 2004 with both UC and CSU to provide funding stability for enrollment growth and basic support over the next six fiscal years. The 2005 budget act provides for total higher education funding of $17.8 billion from all revenue sources, including $10.2 billion general fund. General fund support for both UC and CSU was increased by $134 million (about 5%) compared to 2004-05 which assumes board approved fee increases. 3. Health and Human Services- The 2005 budget act increases general fund expenditures by $2.1 billion or 8.5% , to $27.1 billion for health and human services programs. This increase consists of higher Medi-Cal expenditures of $1.3 billion, Department of Development Services expenditures of $152 million, Department of Mental Health expenditures of $306 million, and Department of Social Services expenditures of $55 million, among, other things. 4. Retirement and Employee Compensation- The 2005 budget act provides for full funding of the state's statutory obligations to the State Teachers Retirement System. 5. Vehicle License Fee Gap Loan Repayment- The 2005 budget act fully repays the $1.2 billion that local governments lost between July and October 2003, when the vehicle license fee offset program was temporarily suspended. 6. Transportation Funding- The Proposition 42 transfer is fully funded at an estimated $1.3 billion. The 2005 budget act includes a proposal to provide about $1 billion for transportation programs from the sale of future receipts of gaming revenues from new compacts with several Indian tribes. 7. Financial Instruments- The 2005 budget act reflects the state's issuance of pension obligation bonds to fund approximately $525 million of the state's 2005-06 retirement obligation to the California Public Employees' Retirement System. The general fund will be responsible for all future bond redemption costs. 8. Taxes- The 2005 budget act contains no new taxes 9. Future Budget Deficits- The administration recognizes that, absent further corrective action, based on projected revenues and continuation of existing programs expenditures, the fiscal year 2006-07 budget will face a gap between revenues and expenditures. In its May 13, 2005 "Overview of the 2005-06 May Revision," the Legislative Analyst's Office ("LAO") found "sensible" the Governor's use of the estimated $4 billion of new funds generated by an improved economic outlook to reducing debt and restoring Proposition 42 transportation funding. However, the LAO stated that the basic fiscal picture for the state had not changed dramatically from its earlier assessment; the LAO reiterated its forecasts of budget shortfalls of about $4.1 billion in fiscal year 2006-07 (net of amnesty related tax refunds and adjustments), $4 billion in fiscal year 2007-08 and then $3 billion for fiscal year 2008-09. Moreover the LAO continued to express caution about the reliability of certain revenue and savings proposals incorporated in to the 2005-06 Governor's budget, including (i) the impact of a recent state superior court decision that found that last year's suspension of a $500 million payment to CalSTRS by the state to be illegal and (ii) approximately $525 million of additional revenue from the issuance of pension bonds (which are being challenged in court).The LAO also projected that revenues during the second half of the fiscal year would be $600 million less than as projected in the 2005-06 May Revision, although the LAO stated their forecast of revenues for the 2005-06 budget year is similar to the Governor's revised estimate. 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. After reaching their lowest point in 2003, the ratings of the state's general obligation bonds have been raised by all three rating agencies in 2004 and 2005. Standard and Poor's has raised the state's general obligation credit rating from "BBB" to "A". Moody's has raised the rating from "Baa1" to "A2". Fitch has raised the rating from "BBB" to "A". The most recent actions by Moody's and Fitch both took place in July 2005. 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 portfolio 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 portfolio 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 portfolio 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 depositary 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 portfolio 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 funds' Board of Trustees has reviewed 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, other than money market funds, 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 cash flows 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 X. 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 To the extent permitted by its investment objectives and policies, each fund, other than the money market funds, may invest in 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 portfolio 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 portfolio 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 portfolio 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 (CIFG NA) is a U.S.-domiciled bond insurance company, which is a wholly owned subsidiary of CIFG, a France domiciled bond insurance company, CIFG is a subsidiary of CIFG Holding, which in turn is owned by Caisse Nationale des Caisses d'Epargne et de Prevoyance (CNCE). CNCE's capital is 65% owned by 34 regional French banks and 35% owned by Caisse des Depots et Consignations (CDC), a financial institution that performs public-interest missions on behalf of France's central, regional, and local governments. CIFG NA 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 Aa3/AA/AA. American Capital Access (ACA) is a subsidiary of American Capital Access Holdings, Inc. The parent company successfully recapitalized the company in 2004 which resulted in changes to both the ownership structure and the percentage owned by each existing owner. Bear Stearns Merchant Banking, which is the private equity arm of Bear Stearns, is now the lead investor. ACA is currently rated single-A by S&P. 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 portfolio 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. Each fund may invest in exchange traded funds (ETFs), such as Standard & Poor's Depositary Receipts (SPDRs) and the Lehman Aggregate Bond ETF, with the same percentage limitations as investments in registered investment companies. ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. A fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have management fees, which increase their cost. 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 American Century-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 Options contracts or call options. This limitation does not apply to options attached to, or acquired or traded together with, their underlying securities, and does not apply to securities that incorporate features similar to options or futures contracts. - -------------------------------------------------------------------------------- Liquidity A fund may not purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets (10% for the money market 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. 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, direct or indirect, 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, LLC (ACS). 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, direct or indirect, subsidiaries, including ACIM, ACIS and ACS. 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 35 None 4500 Main Street (September 2000 to present) Kansas City, MO 64111 President, ACC (June 1997 to (1955) present) Chief Operating Officer, ACC (June 1996 to September 2000) Also serves as: Chief Executive Officer and President, ACIS, ACGIM, ACIM and other ACC subsidiaries Executive Vice President, ACS Director, ACC, ACGIM, ACIM, ACS and other ACC subsidiaries - ---------------------------------------------------------------------------------------------------------------------------- Independent Trustees - ---------------------------------------------------------------------------------------------------------------------------- Antonio Canova Trustee Less than Chief Financial Officer, BROCADE 35 None 1665 Charleston Road 1 year COMMUNICATIONS SYSTEMS, INC. Mountain View, CA 94043 (May 2001 to present) (1961) Vice President, Administration BROCADE COMMUNICATIONS SYSTEMS, INC. (November 2004 to present) Vice President, Finance BROCADE COMMUNICATIONS SYSTEMS, INC. (November 2000 to November 2004) Vice President, Chief Financial Officer and Secretary, WIRELESS, INC. (April 2000 to November 2000) - ---------------------------------------------------------------------------------------------------------------------------- John Freidenrich Trustee Less than 1 Member and Manager, REGIS 35 None 1665 Charleston Road year MANAGEMENT COMPANY, LLC Mountain View, CA 94043 (April 2004 to present) (1937) Partner and Founder, BAY PARTNERS (Venture capital firm, 1976 to present) Partner and Founder, WARE & FREIDENRICH (1968 to present) - ---------------------------------------------------------------------------------------------------------------------------- Ronald J. Gilson Trustee, 9 Charles J. Meyers Professor of Law 35 None 1665 Charleston Road Chairman of and Business, STANFORD LAW SCHOOL Mountain View, CA 94043 the Board (1979 to present) (1946) Marc and Eva Stern Professor of Law and Business, COLUMBIA UNIVERSITY SCHOOL OF LAW (1992 to present) - ---------------------------------------------------------------------------------------------------------------------------- Kathryn A. Hall Trustee 3 Co-Chief Executive Officer and 35 None 1665 Charleston Road Chief Investment Officer, Mountain View, CA 94043 OFFIT HALL CAPITAL (1957) MANAGEMENT, LLC (April 2002 to present) President and Managing Director, LAUREL MANAGEMENT COMPANY, L.L.C. (1996 to April 2002) - ---------------------------------------------------------------------------------------------------------------------------- Myron S. Scholes Trustee 24 Chairman, OAK HILL PLATINUM 35 Director, DIMENSIONAL 1665 Charleston Road PARTNERS, and a Partner, OAK HILL FUND ADVISORS Mountain View, CA 94043 CAPITAL MANAGEMENT, (1999 to (investment advisor, (1941) present) 1982 to present) Frank E. Buck Professor of Director, CHICAGO Finance-Emeritus, STANFORD MERCANTILE EXCHANGE GRADUATE SCHOOL OF BUSINESS (1981 (2000 to present) to present) - ---------------------------------------------------------------------------------------------------------------------------- Kenneth E. Scott Trustee 33 Ralph M. Parsons Professor of Law 35 None 1665 Charleston Road and Business, STANFORD LAW SCHOOL Mountain View, CA 94043 (1972 to present) (1928) - ---------------------------------------------------------------------------------------------------------------------------- John B. Shoven Trustee 2 Professor of Economics, 35 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, 35 Director, QUINTUS 1665 Charleston Road WINDY HILL PRODUCTIONS, LP CORPORATION Mountain View, CA 94043 (educational software, (automation solutions, (1945) 1994 to 1998) 1995 to present) - ---------------------------------------------------------------------------------------------------------------------------- Officers - ---------------------------------------------------------------------------------------------------------------------------- William M. Lyons President 4 See entry above under Not Not 4500 Main Street "Interested Trustees." applicable applicable Kansas City, MO 64111 (1955) - ---------------------------------------------------------------------------------------------------------------------------- Robert T. Jackson Executive 4 Chief Administrative Officer, Not Not 4500 Main St. Vice ACC (August 1997 to present) applicable applicable Kansas City, MO 64111 President Chief Financial Officer, ACC (1946) (May 1995 to October 2002) Executive Vice President, ACC (May 1995 to present) Also serves as: Chief Executive Officer, Chief Financial Officer and President, ACS Chief Financial Officer and Executive Vice President, ACGIM, ACIM, ACIS and other ACC subsidiaries Treasurer, ACGIM, ACIM and other ACC subsidiaries Director, ACC and other ACC subsidiaries - ------------------------------------------------------------------------------------------------------------------------------ Maryanne Roepke Senior Vice 4 Assistant Treasurer, ACC Not Not 4500 Main St. President, (January 1995 to present) applicable applicable Kansas City, MO 64111 Treasurer Also serves as: Senior Vice (1956) and Chief President, ACS Accounting Assistant Treasurer, ACGIM, ACIM, Officer ACIS and ACS - ------------------------------------------------------------------------------------------------------------------------------- David C. Tucker Senior Vice 6 Vice President, ACC Not Not 4500 Main St. President (February 2001 to present) applicable applicable Kansas City, MO 64111 and General Counsel, ACC (1958) General (June 1998 to present) Counsel Also serves as: Senior Vice President and General Counsel, ACGIM, ACIM, ACIS, ACS and other ACC subsidiaries - --------------------------------------------------------------------------------------------------------------------------- Officers - --------------------------------------------------------------------------------------------------------------------------- Charles C.S. Park Vice President 4 Chief Compliance Officer, ACS, Not Not 4500 Main St. and Chief Less ACIM and ACGIM applicable applicable Kansas City, MO 64111 Compliance than 1 (March 2005 to present) (1967) Officer year Vice President, ACS (February 2000 to present) Assistant General Counsel, ACS (January 1998 to March 2005) - --------------------------------------------------------------------------------------------------------------------------- C. Jean Wade Controller(1) 8 Vice President, ACS Not Not 4500 Main St. (February 2000 to present) applicable applicable Kansas City, MO 64111 Controller-Investment Accounting, (1964) ACS (June 1997 to present) - --------------------------------------------------------------------------------------------------------------------------- Robert Leach Controller 8 Vice President, ACS Not Not 4500 Main St. (February 2000 to present) applicable applicable Kansas City, MO 64111 Controller-Fund Accounting, (1966) ACS (June 1997 to present) - --------------------------------------------------------------------------------------------------------------------------- Jon Zindel Tax Officer 7 Vice President, ACC Not Not 4500 Main St. (October 2001 to present) applicable applicable Kansas City, MO 64111 Vice President, Corporate Tax, (1967) ACS (April 1998 to present) Vice President, ACGIM, ACIM, ACIS and other ACC subsidiaries - ------------------------------------------------------------------------------------------------------------------------------ (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. Committees The board has four 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 and Kenneth E. Scott The Audit and Compliance Committee approves the 5 Compliance Antonio Canova engagement of the funds' independent registered Ronald J. Gilson public accounting firm, recommends approval of Jeanne D. Wohlers 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. - ---------------------------------------------------------------------------------------------------------- Corporate Ronald J. Gilson The Corporate Governance Committee reviews 2 Governance John Freidenrich board procedures and committee structures. It John B. Shoven also considers and recommends individuals for nomination as trustees. The names of potential trustee candidates may be drawn from a number of sources, including recommendations from members of the board, management (in the case of interested trustees only) and shareholders. Shareholders may submit trustee nominations to the Corporate Secretary, American Century Funds, P.O. Box 410141, Kansas City, MO 64141. All such nominations will be forwarded to the committee for consideration. The committee also may 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, processes, resources, performance and compensation of the board. - ---------------------------------------------------------------------------------------------------------- Portfolio Myron S. Scholes The Portfolio Committee reviews quarterly the 5 John Freidenrich investment activities and strategies used to Kathryn A. Hall manage fund assets. The committee regularly William M. Lyons (ad hoc) receives reports from portfolio managers, credit analysts and other investment personnel concerning the funds' investments. - ---------------------------------------------------------------------------------------------------------- Quality John B. Shoven The Quality of Service Committee reviews the 5 of Ronald J. Gilson 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, 2005 - ------------------------------------------------------------------------------ TOTAL COMPENSATION TOTAL COMPENSATION FROM THE NAME OF TRUSTEE FROM THE FUNDS(1) AMERICAN CENTURY FAMILY OF FUNDS(2) - -------------------------------------------------------------------------------- Antonio Canova(3) $X $X - -------------------------------------------------------------------------------- John Freidenrich((4)) $X $X - -------------------------------------------------------------------------------- Ronald J. Gilson $X $X - -------------------------------------------------------------------------------- Kathyrn A. Hall $X $X - -------------------------------------------------------------------------------- Myron S. Scholes $X $X - -------------------------------------------------------------------------------- Kenneth E. Scott $X $X - -------------------------------------------------------------------------------- John B. Shoven $X $X - -------------------------------------------------------------------------------- Jeanne D. Wohlers $X $X - -------------------------------------------------------------------------------- (1) INCLUDES COMPENSATION PAID TO THE TRUSTEES FOR THE FISCAL YEAR ENDED AUGUST 31, 2005, 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 COMPANIES 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. GILSON, $X; MS. HALL, $X; MR. SCHOLES, $X; MR. SCOTT, $X AND MR. SHOVEN, $X. (3) MR. CANOVA JOINED THE BOARD ON MARCH 1, 2005. (4) MR. FREIDENRICH JOINED THE TRUST'S ADVISORY BOARD ON AUGUST 26, 2004. HE JOINED THE BOARD OF TRUSTEES ON MARCH 1, 2005. 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, 2005. OWNERSHIP OF FUND SHARES The trustees owned shares in the funds as of December 31, 2004, as shown in the table below. Since Mr. Canova and Mr. Freidenrich were not members of the board on December 31, 2004, they are not shown in the table below. - -------------------------------------------------------------------------------- NAME OF TRUSTEES ------------------------------------------------------------------------------- WILLIAM M. RONALD J. KATHRYN A. LYONS GILSON HALL - -------------------------------------------------------------------------------- Dollar Range of Equity Securities in the Funds: - -------------------------------------------------------------------------------- California High-Yield Municipal X X X - -------------------------------------------------------------------------------- California Limited-Term Tax-Free X X X - -------------------------------------------------------------------------------- California Long-Term Tax-Free X X X - -------------------------------------------------------------------------------- California Tax-Free Bond X X X - -------------------------------------------------------------------------------- California Tax-Free Money Market X X X - -------------------------------------------------------------------------------- Aggregate Dollar Range of Equity X X X Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- NAME OF TRUSTEES - ---------------------------------------------------------------------------------------- MYRON S. KENNETH E. JOHN B. JEANNE D. SCHOLES SCOTT SHOVEN WOHLERS - ---------------------------------------------------------------------------------------- Dollar Range of Equity Securities in the Funds: - ---------------------------------------------------------------------------------------- California High-Yield Municipal X X X X - ---------------------------------------------------------------------------------------- California Limited-Term Tax-Free X X X X - ---------------------------------------------------------------------------------------- California Long-Term Tax-Free X X X X - ---------------------------------------------------------------------------------------- California Tax-Free Bond X X X X - ---------------------------------------------------------------------------------------- California Tax-Free Money Market X X X X - ---------------------------------------------------------------------------------------- Aggregate Dollar Range of Equity X X X X Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies - ---------------------------------------------------------------------------------------- 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 The advisor has adopted policies and procedures with respect to the disclosure of fund portfolio holdings and characteristics, which are described below. Distribution to the Public Full portfolio holdings for each fund will be made available for distribution 30 days after the end of each calendar quarter, and will be posted on americancentury.com at approximately the same time. This disclosure is in addition to the portfolio disclosure in annual and semi-annual shareholder reports, and on Form N-Q, which disclosures are filed with the Securities and Exchange Commission within sixty days of each fiscal quarter end and also posted on americancentury.com at the time the filings are made. Top 10 holdings for each fund will be made available for distribution monthly 30 days after the end of each month, and will be posted on americancentury.com at approximately the same time. Certain portfolio characteristics determined to be sensitive and confidential will be made available for distribution monthly 30 days after the end of each month, and will be posted on americancentury.com at approximately the same time. Characteristics not deemed confidential will be available for distribution at any time. The advisor may make determinations of confidentiality on a fund-by-fund basis, and may add or delete characteristics from those considered confidential at any time. So long as portfolio holdings are disclosed in accordance with the above parameters, the advisor makes no distinction among different categories of recipients, such as individual investors, institutional investors, intermediaries that distribute the funds' shares, third-party service providers, rating and ranking organizations, and fund affiliates. Because this information is publicly available and widely disseminated, the advisor places no conditions or restrictions on, and does not monitor, its use. Nor does the advisor require special authorization for its disclosure. Accelerated Disclosure The advisor recognizes that certain parties, in addition to the advisor and its affiliates, may have legitimate needs for information about portfolio holdings and characteristics prior to the times prescribed above. Such accelerated disclosure is permitted under the circumstances described below. ONGOING ARRANGEMENTS Certain parties, such as investment consultants who provide regular analysis of fund portfolios for their clients and intermediaries who pass through information to fund shareholders, may have legitimate needs for accelerated disclosure. These needs may include, for example, the preparation of reports for customers who invest in the funds, the creation of analyses of fund characteristics for intermediary or consultant clients, the reformatting of data for distribution to the intermediary's or consultant's clients, and the review of fund performance for ERISA fiduciary purposes. In such cases, accelerated disclosure is permitted if the service provider enters an appropriate non-disclosure agreement with the funds' distributor in which it agrees to treat the information confidentially until the public distribution date and represents that the information will be used only for the legitimate services provided to its clients (i.e., not for trading). Non-disclosure agreements require the approval of an attorney in the advisor's Legal Department. The advisor's Compliance Department receives quarterly reports detailing which clients received accelerated disclosure, what they received, when they received it and the purposes of such disclosure. Compliance personnel are required to confirm that an appropriate non-disclosure agreement has been obtained from each recipient identified in the reports. Those parties who have entered into non-disclosure agreements as of September 12, 2005 are as follows: o Aetna, Inc. o American Fidelity Assurance Co. o AUL/American United Life Insurance Company o Ameritas Life Insurance Corporation o Annuity Investors Life Insurance Company o Asset Services Company L.L.C. o Bell Globemedia Publishing o Bellwether Consulting, LLC o Bidart & Ross o Business Men's Assurance Co. of America o Callan Associates, Inc. o Cleary Gull Inc. o Commerce Bank, N.A. o Connecticut General Life Insurance Company o Defined Contribution Advisors, Inc. o EquiTrust Life Insurance Company o Farm Bureau Life Insurance Company o First MetLife Investors Insurance Company o Fund Evaluation Group, LLC o The Guardian Life Insurance & Annuity Company, Inc. o Hewitt Associates LLC o ICMA Retirement Corporation o ING Life Insurance Company & Annuity Co. o Investors Securities Services, Inc. o Iron Capital Advisors o J.P. Morgan Retirement Plan Services LLC o Jefferson National Life Insurance Company o Jefferson Pilot Financial o Jeffrey Slocum & Associates, Inc. o Kansas City Life Insurance Company o Kmotion, Inc. o The Lincoln National Life Insurance Company o Lipper Inc. o Manulife Financial o Massachusetts Mutual Life Insurance Company o Merrill Lynch o MetLife Investors Insurance Company o MetLife Investors Insurance Company of California o Midland National Life Insurance Company o Minnesota Life Insurance Company o Morgan Stanley DW, Inc. o Morningstar Associates LLC o Morningstar Investment Services, Inc. o National Life Insurance Company o Nationwide Financial o NT Global Advisors, Inc. o NYLIFE Distributors, LLC o Principal Life Insurance Company o Prudential Financial o S&P Financial Communications o Scudder Distributors, Inc. o Security Benefit Life Insurance Co. o Smith Barney o SunTrust Bank o Symetra Life Insurance Company o Trusco Capital Management o Union Bank of California, N.A. o The Union Central Life Insurance Company o VALIC Financial Advisors o VALIC Retirement Services Company o Vestek Systems, Inc. o Wachovia Bank, N.A. o Wells Fargo Bank, N.A. Once a party has executed a non-disclosure agreement, it may receive any or all of the following data for funds in which its clients have investments or are actively considering investment: (1) Full holdings quarterly as soon as reasonably available; (2) Full holdings monthly as soon as reasonably available; (3) Top 10 holdings monthly as soon as reasonably available; and (4) Portfolio characteristics monthly as soon as reasonably available. The types, frequency and timing of disclosure to such parties vary. In most situations, the information provided pursuant to a non-disclosure agreement is limited to certain portfolio characteristics and/or top 10 holdings, which information is provided on a monthly basis. In limited situations, and when approved by a member of the Legal Department and responsible chief investment officer, full holdings may be provided. SINGLE EVENT REQUESTS In certain circumstances, the advisor may provide fund holding information on an accelerated basis outside of an ongoing arrangement with manager-level or higher authorization. For example, from time to time the advisor may receive requests for proposals (RFPs) from consultants or potential clients that request information about a fund's holdings on an accelerated basis. 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 as of the most recent month end regardless of lag time. Such information will be provided with a confidentiality legend and only in cases where the advisor has reason to believe that the data will be used only for legitimate purposes and not for trading. In addition, the advisor occasionally may work with a transition manager to move a large account into or out of a fund. To reduce the impact to the fund, such transactions may be conducted on an in-kind basis using shares of portfolio securities rather than cash. The advisor may provide accelerated holdings disclosure to the transition manager with little or no lag time to facilitate such transactions, but only if the transition manager enters into an appropriate non-disclosure agreement. SERVICE PROVIDERS Various service providers to the funds and the funds' advisor must have access to some or all of the funds' portfolio holdings information on an accelerated basis from time to time in the ordinary course of providing services to the funds. These service providers include the funds' custodian (daily, with no lag), auditors (as needed) and brokers involved in the execution of fund trades (as needed). Additional information about these service providers and their relationships with the funds and the advisor are provided elsewhere in this statement of additional information. Additional Safeguards The advisor's policies and procedures include a number of safeguards designed to control disclosure of portfolio holdings and characteristics so that such disclosure is consistent with the best interests of fund shareholders. First, the frequency with which this information is disclosed to the public, and the length of time between the date of the information and the date on which the information is disclosed, are selected to minimize the possibility of a third party improperly benefiting from fund investment decisions to the detriment of fund shareholders. Second, distribution of portfolio holdings information, including compliance with the advisor's policies and the resolution of any potential conflicts that may arise, is monitored quarterly. Finally, the funds' Board of Trustees exercises oversight of disclosure of the funds' portfolio securities. The board has received and reviewed a summary of the advisor's policy and is informed on a quarterly basis of any changes to or violations of such policy detected during the prior quarter. Neither the advisor nor the funds receive any compensation from any party for the distribution of portfolio holdings information. The advisor reserves the right to change its policies and procedures with respect to the distribution of portfolio holdings information at any time. There is no guarantee that these policies and procedures will protect the funds from the potential misuse of holdings information by individuals or firms in possession of such information. THE FUNDS' PRINCIPAL SHAREHOLDERS As of December __, 2005, the following shareholders, beneficially or of record, owned more than 5% of the outstanding shares of any class of the funds. - ---------------------------------------------------------------------------------- PERCENTAGE OF PERCENTAGE OF OUTSTANDING SHARES OUTSTANDING SHARES OWNED OF RECORD OWNED BENEFICIALLY(1) - ---------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------- 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 Long-Term Tax-Free - ---------------------------------------------------------------------------------- Investor Class Charles Schwab & Co. % % San Francisco, CA - ---------------------------------------------------------------------------------- California Tax-Free Bond - ---------------------------------------------------------------------------------- Investor Class Charles Schwab & Co. % % San Francisco, CA - ---------------------------------------------------------------------------------- California Tax-Free Money Market - ---------------------------------------------------------------------------------- Investor Class Morgan Guaranty Trust of NY % % Newark, DE - ---------------------------------------------------------------------------------- (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 any class 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 the trust'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 X, 2005, the officers and trustees of the funds, as a group, owned less than 1% of any class of a 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, ACS and ACIS are wholly owned, directly or indirectly, by ACC. James E. Stowers, Jr. 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 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% - -------------------------------------------------------------------- INVESTMENT CATEGORY FEE SCHEDULE FOR CALIFORNIA LIMITED-TERM TAX-FREE, CALIFORNIA LONG-TERM TAX-FREE AND CALIFORNIA TAX-FREE BOND - -------------------------------------------------------------------- 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 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% - -------------------------------------------------------------------- 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, 2005, 2004, and 2003, are indicated in the following table. - ------------------------------------------------------------------------------- UNIFIED MANAGEMENT FEES - ------------------------------------------------------------------------------- FUND 2005 2004 2003 - ------------------------------------------------------------------------------- California High-Yield Municipal - ------------------------------------------------------------------------------- Investor Class $1,809,906 $1,772,552 $1,920,220 - ------------------------------------------------------------------------------- A Class $108,357 $26,881 $1,751(1) - ------------------------------------------------------------------------------- B Class $5,124 $3,777 $422(1) - ------------------------------------------------------------------------------- C Class $56,894 $24,897 $3,840(1) - ------------------------------------------------------------------------------- California Limited-Term Tax-Free - ------------------------------------------------------------------------------- Investor Class $984,740 $1,152,924 $1,151,762 - ------------------------------------------------------------------------------- California Long-Term Tax-Free - ------------------------------------------------------------------------------- Investor Class $2,300,100 $2,426,504 $2,687,720 - ------------------------------------------------------------------------------- California Tax-Free Bond - ------------------------------------------------------------------------------- Investor Class $2,065,496 $2,201,086 $2,384,424 - ------------------------------------------------------------------------------- California Tax-Free Money Market - ------------------------------------------------------------------------------- Investor Class $2,972,854 $3,097,755 $3,245,204 - ------------------------------------------------------------------------------- (1) JANUARY 31, 2003 (COMMENCEMENT OF SALE) THROUGH AUGUST 31, 2003. PORTFOLIO MANAGERS Other Accounts Managed The portfolio managers also may be responsible for the day-to-day management of other accounts, as indicated by the following table. None of these accounts has an advisory fee based on the performance of the account. OTHER ACCOUNTS MANAGED (AS OF AUGUST 31, 2005) OTHER ACCOUNTS (E.G., SEPARATE ACCOUNTS AND REGISTERED INVESTMENT COMPANIES OTHER POOLED INVESTMENT CORPORATE ACCOUNTS, (E.G., OTHER AMERICAN CENTURY VEHICLES (E.G., COMMINGLED INCLUDING INCUBATION FUNDS AND AMERICAN CENTURY TRUSTS AND 529 EDUCATION STRATEGIES AND -SUBADVISED FUNDS) SAVINGS PLANS) CORPORATE MONEY) - ----------------------------------------------------------------------------------------------------------------------- CALIFORNIA HIGH-YIELD MUNICIPAL Steve Permut Number of Other 1 0 0 Accounts Managed ---------------------------------------------------------------------------------------------------- Assets in Other $190,805,341 N/A N/A Accounts Managed - ----------------------------------------------------------------------------------------------------------------------- CALIFORNIA LIMITED-TERM TAX-FREE Robert J. Miller Number of Other 1 0 0 Accounts Managed ---------------------------------------------------------------------------------------------------- Assets in Other $434,638,279 N/A N/A Accounts Managed - ----------------------------------------------------------------------------------------------------------------------- CALIFORNIA LONG-TERM TAX-FREE David MacEwen Number of Other 5 0 0 Accounts Managed ---------------------------------------------------------------------------------------------------- Assets in Other $1,810,132,827 N/A N/A Accounts Managed - ----------------------------------------------------------------------------------------------------------------------- CALIFORNIA TAX-FREE BOND(1) Robert J. Miller Number of Other 1 0 0 Accounts Managed ---------------------------------------------------------------------------------------------------- Assets in Other $181,301,132 N/A N/A Accounts Managed - ----------------------------------------------------------------------------------------------------------------------- CALIFORNIA TAX-FREE MONEY MARKET Todd Pardula Number of Other 0 0 0 Accounts Managed ---------------------------------------------------------------------------------------------------- Assets in Other N/A N/A N/A Accounts Managed - ----------------------------------------------------------------------------------------------------------------------- (1) FORMERLY KNOWN AS CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND. POTENTIAL CONFLICTS OF INTEREST Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. American Century has adopted policies and procedures that are designed to minimize the effects of these conflicts. Responsibility for managing American Century client portfolios is organized according to investment discipline. Investment disciplines include, for example, quantitative equity, small- and mid-cap growth, large-cap growth, value, international, fixed income, asset allocation, and sector funds. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest. For each investment strategy, one portfolio is generally designated as the "policy portfolio." Other portfolios with similar investment objectives, guidelines and restrictions, if any, are referred to as "tracking portfolios." When managing policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Century's trading systems include various order entry programs that assist in the management of multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not. American Century may aggregate orders to purchase or sell the same security for multiple portfolios when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions are not executed through a centralized trading desk. Instead, portfolio teams are responsible for executing trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed income order management system. Finally, investment of American Century's corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies and procedures intended to provide that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios. Compensation American Century portfolio manager compensation is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. It includes the components described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity. Compensation is not directly tied to the value of assets held in client portfolios. BASE SALARY Portfolio managers receive base pay in the form of a fixed annual salary. BONUS A significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. For policy portfolios, such as the funds described in this statement of additional information, investment performance is measured by a combination of one- and three-year pre-tax performance relative to a pre-established, internally-customized peer group and/or market benchmark. Custom peer groups are constructed using all the funds in appropriate Lipper or Morningstar categories as a starting point. Funds are then eliminated from the peer group based on a standardized methodology designed to result in a final peer group that more closely represents the fund's true peers based on internal investment mandates and that is more stable (i.e., has less peer turnover) over the long-term. In cases where a portfolio manager has responsibility for more than one policy portfolio, the performance of each is assigned a percentage weight commensurate with the portfolio manager's level of responsibility. A second factor in the bonus calculation relates to the performance of all American Century funds managed according to a particular investment style, such as U.S. growth or value. Performance is measured for each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one- and three-year performance (asset weighted) depending on the portfolio manager's responsibilities and products managed. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for similarly styled portfolios. A portion of some portfolio managers' bonuses may be tied to individual performance goals, such as research projects and the development of new products. Finally, portfolio manager bonuses may occasionally be affected by extraordinarily positive or negative financial performance by American Century Companies, Inc. ("ACC"), the advisor's privately-held parent company. This feature has been designed to maintain investment performance as the primary component of portfolio manager bonuses while also providing a link to the advisor's ability to pay. RESTRICTED STOCK PLANS Portfolio managers are eligible for grants of restricted stock of ACC. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual's grant is determined by individual and product performance as well as other product-specific considerations. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three years). DEFERRED COMPENSATION PLANS Portfolio managers are eligible for grants of deferred compensation. These grants are used in very limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the performance of the American Century mutual funds in which the portfolio manager chooses to invest them. OWNERSHIP OF SECURITIES The following table indicates the dollar range of securities of each fund beneficially owned by the fund's portfolio managers as of August 31, 2005, the fund's most recent fiscal year end. OWNERSHIP OF SECURITIES AGGREGATE DOLLAR RANGE OF SECURITIES IN FUND California High-Yield Municipal Steve Permut F California Limited-Term Tax-Free Fund Robert Miller C California Long-Term Tax-Free David MacEwen C California Tax-Free Bond Fund(1) Robert Miller(2) A California Tax-Free Money Market Todd Pardula C RANGES: A - NONE; B - $1-$10,000; C - $10,001-$50,000; D - $50,001-$100,000; E - $100,001-$500,000; F - $500,001-$1,000,000; G - MORE THAN $1,000,000. (1) FORMERLY KNOWN AS CALIFORNIA INTERMEDIATE-TERM TAX-FREE FUND. (2) AMERICAN CENTURY HAS ADOPTED A POLICY THAT, WITH LIMITED EXCEPTIONS, REQUIRES ITS PORTFOLIO MANAGERS TO MAINTAIN INVESTMENTS IN THE POLICY PORTFOLIOS THEY OVERSEE. HOWEVER, BECAUSE THIS PORTFOLIO MANAGER SERVES ON AN INVESTMENT TEAM THAT OVERSEES A NUMBER OF FUNDS IN THE SAME BROAD INVESTMENT CATEGORY, THE PORTFOLIO MANAGER IS NOT REQUIRED TO INVEST IN EACH SUCH FUND. TRANSFER AGENT AND ADMINISTRATOR American Century Services, LLC, 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 ACS'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 X. 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 X. 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 that 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. 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, 2005, 2004 and 2003, the funds did not pay any brokerage commissions. REGULAR BROKER-DEALERS As of the end of its most recently completed fiscal year, none of the funds 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. 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 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, 2005, the aggregate amount of fees paid under the A Class Plan was: California High Yield Municipal $X 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 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, 2005, the aggregate amount of fees paid under the B Class Plan was: California High-Yield Municipal $X 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 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, 2005, the aggregate amount of fees paid under the C Class Plan was: California High-Yield Municipal $X 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 (CDSC) upon redemption of the shares in certain circumstances. The specific charges and when they apply are described in the relevant prospectuses. The CDSC may be waived for certain redemptions by some shareholders, as described in the prospectuses. An investor may terminate his relationship with an intermediary at any time. If the investor does not establish a relationship with a new intermediary and transfer any accounts to that new intermediary, such accounts may be exchanged to the Investor Class of the fund, if such class is available. The investor will be the shareholder of record of such accounts. In this situation, any applicable CDSCs will be charged when the exchange is made. The aggregate CDSCs paid to the distributor in the fiscal year ended August 31, 2005, were: California High-Yield Municipal A Class $X B Class $X C Class $X 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 CDSC 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 portfolio 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 should 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, 2005, 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 2010 -------------------------------------------------------------------------------------------- California High-Yield Municipal -------------------------------------------------------------------------------------------- California Limited-Term Tax-Free - --------------------------------------------------------------------------------------------- California Long-Term Tax-Free -------------------------------------------------------------------------------------------- California Tax-Free Bond -------------------------------------------------------------------------------------------- California Tax-Free Money Market - --------------------------------------------------------------------------------------------- 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 year ended August 31, 2005 have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. Their Report of Independent Registered Public Accounting Firm and the financial statements included in the funds' annual reports for the fiscal year ended August 31, 2005 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- STANDARD & POOR'S - -------------------------------------------------------------------------------- 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 or 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- MOODY'S INVESTORS SERVICE, INC. - -------------------------------------------------------------------------------- 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 implied 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 INVESTORS SERVICE, 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. - -------------------------------------------------------------------------------- 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 these categories 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 these categories 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. - -------------------------------------------------------------------------------- To provide more detailed indications of credit quality, the Standard & Poor's ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within these major rating categories. Similarly, Moody's adds numerical modifiers (1, 2, 3) to designate relative standing within its major bond rating categories. Fitch, Inc. also rates bonds and uses a ratings system that is substantially similar to that used by Standard & Poor's. - -------------------------------------------------------------------------------- COMMERCIAL PAPER RATINGS - -------------------------------------------------------------------------------- S&P MOODY'S DESCRIPTION - -------------------------------------------------------------------------------- A-1 Prime-1 This indicates that the degree of safety regarding timely (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. - -------------------------------------------------------------------------------- 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-45856 0601



AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS PART C OTHER INFORMATION Item 23. Exhibits (a) (1) Amended and Restated Agreement and Declaration of Trust, dated March 26, 2004 (filed electronically as Exhibit a to Post-Effective Amendment No. 37 to the Registration Statement of the Registrant on October 24, 2004, File No. 2-82734, and incorporated herein by reference). (2) Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust (to be filed by amendment). (b) Amended and Restated Bylaws, dated August 26, 2004 (filed electronically as Exhibit b to Post-Effective Amendment No. 38 to the Registration Statement of the Registrant on December 29, 2004, File No. 2-82734, 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 with American Century Investment Management, Inc., dated July 29, 2005, is included herein. (e) (1) Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated September 29, 2005 (filed electronically as Exhibit e to Post-Effective Amendment No. 41 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No. 33-19589, 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 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). (4) Amendment No. 2 to the Global Custody Agreement with JPMorgan Chase Bank, dated May 1, 2004 (filed electronically as Exhibit g4 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). (5) Chase Manhattan Bank Custody Fee Schedule, dated October 19, 2000 (filed electronically as Exhibit g5 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). (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 9b 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 h8 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) Amendment No. 8 to the Transfer Agency Agreement with American Century Services Corporation, dated May 1, 2004 (filed electronically as Exhibit h10 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). (10) Amendment No. 9 to the Transfer Agency Agreement with American Century Services, LLC, dated May 1, 2005 (filed electronically as Exhibit h9 to Post-Effective Amendment No. 38 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on May 13, 2005, File No. 33-19589, and incorporated herein by reference). (11) Amendment No. 10 to the Transfer Agency Agreement with American Century Services, LLC, dated September 29, 2005 (filed electronically as Exhibit h11 to Post-Effective Amendment No. 41 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No. 33-19589, and incorporated herein by reference). (12) 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). (13) Termination, Replacement and Restatement Agreement with JPMorgan Chase Bank N.A., as Administrative Agent, dated December 15, 2004 (filed electronically as Exhibit h10 to Post-Effective Amendment No. 38 to the Registration Statement of the Registrant on December 29, 2004, File No. 2-82734, and incorporated herein by reference). (14) 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, dated December 29, 2004 (filed electronically as Exhibit i to Post-Effective Amendment No. 38 to the Registration Statement of the Registrant on December 29, 2004, File No. 2-82734, and incorporated herein by reference). (j) (1) Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (to be filed by amendment). (2) Power of Attorney, dated December 9, 2004 (filed electronically as Exhibit j2 to Post-Effective Amendment No. 38 to the Registration Statement of the Registrant on December 29, 2004, File No. 2-82734, and incorporated herein by reference). (3) Power of Attorney, dated March 1, 2005 (filed electronically as Exhibit j3 to Post-Effective Amendment No. 25 to the Registration Statement of American Century Investment Trust on March 9, 2005, File No. 33-65170, and incorporated herein by reference). (4) Power of Attorney, dated March 1, 2005 (filed electronically as Exhibit j4 to Post-Effective Amendment No. 25 to the Registration Statement of American Century Investment Trust on March 9, 2005, File No. 33-65170, and incorporated herein by reference). (5) Secretary's Certificate, dated December 10, 2004 (filed electronically as Exhibit j3 to Post-Effective Amendment No. 38 to the Registration Statement of the Registrant on December 29, 2004, File No. 2-82734, and incorporated herein by reference). (6) Secretary's Certificate, dated March 8, 2005 (filed electronically as Exhibit j6 to Post-Effective Amendment No. 25 to the Registration Statement of American Century Investment Trust on March 9, 2005, File No. 33-65170, and incorporated herein by reference). (7) Secretary's Certificate, dated March 8, 2005 (filed electronically as Exhibit j7 to Post-Effective Amendment No. 25 to the Registration Statement of American Century Investment Trust on March 9, 2005, File No. 33-65170, 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) Amendment No. 7 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated May 1, 2005 (filed electronically as Exhibit m15 to Post-Effective Amendment No. 38 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on May 13, 2005, File No. 33-19589, and incorporated herein by reference). (9) Amendment No. 8 to the Master Distribution and Individual Shareholder Services Plan (C Class), dated September 29, 2005 (filed electronically as Exhibit m17 to Post-Effective No. 41 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No. 33-19589, and incorporated herein by reference). (10) 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). (11) 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). (12) Amendment No. 2 to the Master Distribution and Individual Shareholder Services Plan (A Class), dated September 30, 2004 (filed electronically as Exhibit m22 to Post-Effective Amendment No. 106 to the Registration Statement of American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213, and incorporated herein by reference). (13) Amendment No. 3 to the Master Distribution and Individual Shareholder Services Plan (A Class), dated November 17, 2004 (filed electronically as Exhibit m23 to Post-Effective Amendment No. 106 to the Registration Statement of American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213, and incorporated herein by reference). (14) Amendment No. 4 to the Master Distribution and Individual Shareholder Services Plan (A Class), dated May 1, 2005 (filed electronically as Exhibit m13 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Municipal Trust on May 13, 2005, File No. 2-91229, and incorporated herein by reference). (15) Amendment No. 5 to the Master Distribution and Individual Shareholder Services Plan (A Class), dated September 29, 2005 (filed electronically as Exhibit m28 to Post-Effective Amendment No. 41 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No. 33-19589, and incorporated herein by reference). (16) 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 the Registrant on October 1, 2002, File No. 2-82734, and incorporated herein by reference). (17) 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). (18) Amendment No. 2 to the Master Distribution and Individual Shareholder Services Plan (B Class), dated September 30, 2004 (filed electronically as Exhibit m26 to Post-Effective No. 106 to the Registration Statement of American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213, and incorporated herein by reference). (19) Amendment No. 3 to the Master Distribution and Individual Shareholder Services Plan (B Class), dated November 17, 2004 (filed electronically as Exhibit m27 to Post-Effective Amendment No. 106 to the Registration Statement of American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213, and incorporated herein by reference). (20) Amendment No. 4 to the Master Distribution and Individual Shareholder Services Plan (B Class), dated May 1, 2005 (filed electronically as Exhibit m18 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Municipal Trust on May 13, 2005, File No. 2-91229, and incorporated herein by reference). (21) Amendment No. 5 to the Master Distribution and Individual Shareholder Services Plan (B Class), dated September 29, 2005 (filed electronically as Exhibit m34 to Post-Effective Amendment No. 41 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No. 33-19589, 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). (8) Amendment No. 7 to the Amended and Restated Multiple Class Plan, dated November 17, 2004 (filed electronically as Exhibit n8 to Post-Effective Amendment No. 106 to the Registration Statement of American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213, and incorporated herein by reference). (9) Amendment No. 8 to the Amended and Restated Multiple Class Plan, dated February 24, 2005 (filed electronically as Exhibit n9 to Post-Effective Amendment No. 22 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on March 30, 2005, File No. 33-79482, and incorporated herein by reference). (10) Amendment No. 9 to the Amended and Restated Multiple Class Plan, dated July 29, 2005 (filed electronically as Exhibit n10 to Post-Effective Amendment No. 111 to the Registration Statement of American Century Mutual Funds, Inc. on July 28, 2005, File No. 2-14213, and incorporated herein by reference). (11) Amendment No. 10 to the Amended and Restated Multiple Class Plan, dated September 29, 2005 (filed electronically as Exhibit n11 to Post-Effective Amendment No. 41 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No. 33-19589, and incorporated herein by reference). (o) Reserved. (p) (1) American Century Investments Code of Ethics (filed electronically as Exhibit p1 to Post-Effective Amendment No. 38 to the Registration Statement of the Registrant on December 29, 2004, File No. 2-82734, and incorporated herein by reference). (2) Independent Directors' Code of Ethics amended February 28, 2000 (filed electronically as Exhibit p2 to Post-Effective Amendment No. 40 to the Registration Statement of American Century Target Maturities Trust on November 30, 2004, File No. 2-94608, and incorporated herein by reference). Item 24. 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, of 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 25. 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 of the Registrant's Amended and Restated Bylaws, appearing as Exhibit b herein. 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 26. Business and Other Connections of the Investment Advisor None. Item 27. 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. Director none James E. Stowers III Chairman and Director none William M. Lyons President, President Chief Executive Officer 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 David Larrabee Senior Vice President none Barry Mayhew Senior Vice President none David C. Tucker Senior Vice President Senior Vice and General Counsel President and General Counsel Clifford Brandt Chief Compliance Officer none * All addresses are 4500 Main Street, Kansas City, Missouri 64111 (c) Not applicable. Item 28. Location of Accounts and Records All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in the possession of Registrant, American Century Services, LLC and American Century Investment Management, Inc., all located at American Century, 4500 Main Street, Kansas City, Missouri 64111. Item 29. Management Services - Not applicable. Item 30. 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 13th day of October, 2005. 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, Principal October 13, 2005 - ------------------------ Executive Officer William M. Lyons and Trustee *Maryanne Roepke Senior Vice President, October 13, 2005 - ------------------------ Treasurer and Chief Maryanne Roepke Accounting Officer *Antonio Canova Trustee October 13, 2005 - ------------------------ Antonio Canova *John Freidenrich Trustee October 13, 2005 - ------------------------ John Freidenrich *Ronald J. Gilson Chairman of the October 13, 2005 - ------------------------ Board and Trustee Ronald J. Gilson *Kathryn A. Hall Trustee October 13, 2005 - ------------------------ Kathryn A. Hall *Myron S. Scholes Trustee October 13, 2005 - ------------------------ Myron S. Scholes *Kenneth E. Scott Trustee October 13, 2005 - ------------------------ Kenneth E. Scott *John B. Shoven Trustee October 13, 2005 - ------------------------ John B. Shoven *Jeanne D. Wohlers Trustee October 13, 2005 - ------------------------ Jeanne D. Wohlers *By: /s/ Christine J. Crossley ----------------------------------------------- Christine J. Crossley Attorney in Fact (pursuant to Powers of Attorney dated December 9, 2004 and March 1, 2005)
EX-99 3 ex-exhibitindex.htm EXHIBIT INDEX EXHIBIT INDEX

                                                                      EXHIBIT 99

                                EXHIBIT INDEX

EXHIBIT     DESCRIPTION

EX-99.a1    Amended and Restated Agreement and Declaration of Trust, dated March
26,  2004  (filed  as  Exhibit  a to  Post-Effective  Amendment  No.  37 to  the
Registration  Statement of the Registrant on October 24, 2004, File No. 2-82734,
and incorporated herein by reference).

EX-99.a2    Amendment   No.  1  to  the  Amended  and  Restated   Agreement  and
Declaration of Trust (to be filed by amendment).

EX-99.b     Amended and Restated Bylaws, dated August 26, 2004 (filed as Exhibit
b to  Post-Effective  Amendment  No.  38 to the  Registration  Statement  of the
Registrant on December 29, 2004, File No. 2-82734,  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  with  American  Century
Investment Management, Inc., dated July 29, 2005.

EX-99.e1    Amended and Restated  Distribution  Agreement with American  Century
Investment  Services,  Inc.,  dated  September  29,  2005 (filed as Exhibit e to
Post-Effective  Amendment  No.  41 to the  Registration  Statement  of  American
Century  Quantitative  Equity  Funds,  Inc.  on  September  29,  2005,  File No.
33-19589, 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 of American Century Mutual Funds,  Inc. on February 28, 1997, File No.
2-14213, 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 of American Century  Government Income Trust on February
7, 1997, File No. 2-99222, 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 of American Century Variable  Portfolios II, Inc. on
January 9, 2001, File No. 333-46922, and incorporated herein by reference).

EX-99.g4    Amendment No. 2 to the Global Custody  Agreement with JPMorgan Chase
Bank, dated as of May 1, 2004 (filed as Exhibit g4 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).

EX-99.g5    Chase  Manhattan  Bank Custody Fee Schedule,  dated October 19, 2000
(filed as  Exhibit g5 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).

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 of American  Century  Government
Income Trust on July 31, 1997,  File No.  2-99222,  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 9b 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).

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 of the Registrant
on December 29, 2000, File No. 2-82734, 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  of  American
Century  Government  Income  Trust  on July 31,  2001,  File  No.  2-99222,  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  of  American
Century  Investment  Trust  on  November  30,  2001,  File  No.  33-65170,   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  of  American
Century  Investment Trust on June 28, 2002, File No. 33-65170,  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 h8 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).

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 of American Century
Variable  Portfolios  II, Inc. on December 23,  2002,  File No.  333-46922,  and
incorporated herein by reference).

EX-99.h9    Amendment  No. 8 to the  Transfer  Agency  Agreement  with  American
Century Services Corporation, dated May 1, 2004 (filed electronically as Exhibit
h10 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).

EX-99.h10   Amendment  No. 9 to the  Transfer  Agency  Agreement  with  American
Century Services,  LLC, dated May 1, 2005 (filed electronically as Exhibit h9 to
Post-Effective  Amendment  No.  38 to the  Registration  Statement  of  American
Century Quantitative Equity Funds, Inc. on May 13, 2005, File No. 33-19589,  and
incorporated herein by reference).

EX-99.h11   Amendment  No. 10 to the Transfer  Agency  Agreement  with  American
Century Services, LLC, dated September 29, 2005 (filed electronically as Exhibit
h11 to Post-Effective Amendment No. 41 to the Registration Statement of American
Century  Quantitative  Equity  Funds,  Inc.  on  September  29,  2005,  File No.
33-19589, and incorporated herein by reference).

EX-99.h12   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 of American  Century Target  Maturities Trust on
January 30, 2004, File No. 2-94608, and incorporated herein by reference).

EX-99.h13   Termination,  Replacement  and  Restatement  Agreement with JPMorgan
Chase Bank N.A.,  as  Administrative  Agent,  dated  December  15,  2004  (filed
electronically  as  Exhibit  h10  to  Post-Effective  Amendment  No.  38 to  the
Registration Statement of the Registrant on December 29, 2004, File No. 2-82734,
and incorporated herein by reference).

EX-99.h14   Customer Identification Program Reliance Agreement, dated August 26,
2004 (filed 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).

EX-99.i     Opinion and Consent of Counsel,  dated  December  29, 2004 (filed as
Exhibit i to  Post-Effective  Amendment No. 38 to the Registration  Statement of
the Registrant on December 29, 2004, File No. 2-82734,  and incorporated  herein
by reference).

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

EX-99.j2    Power of Attorney,  dated December 9, 2004 (filed  electronically as
Exhibit j2 to Post-Effective  Amendment No. 38 to the Registration  Statement of
the Registrant on December 29, 2004, File No. 2-82734,  and incorporated  herein
by reference).

EX-99.j3    Power of  Attorney,  dated  March 1, 2005 (filed  electronically  as
Exhibit j3 to Post-Effective  Amendment No. 25 to the Registration  Statement of
American  Century  Investment  Trust on March 9, 2005,  File No.  33-65170,  and
incorporated herein by reference).

EX-99.j4    Power of  Attorney,  dated  March 1, 2005 (filed  electronically  as
Exhibit j4 to Post-Effective  Amendment No. 25 to the Registration  Statement of
American  Century  Investment  Trust on March 9, 2005,  File No.  33-65170,  and
incorporated herein by reference).

EX-99.j5    Secretary's   Certificate,    dated   December   10,   2004   (filed
electronically  as  Exhibit  j3  to  Post-Effective  Amendment  No.  38  to  the
Registration Statement of the Registrant on December 29, 2004, File No. 2-82734,
and incorporated herein by reference).

EX-99.j6    Secretary's  Certificate,  dated March 8, 2005 (filed electronically
as Exhibit j6 to Post-Effective  Amendment No. 25 to the Registration  Statement
of American Century  Investment  Trust on March 9, 2005, File No. 33-65170,  and
incorporated herein by reference).

EX-99.j7    Secretary's  Certificate,  dated March 8, 2005 (filed electronically
as Exhibit j7 to Post-Effective  Amendment No. 25 to the Registration  Statement
of American Century  Investment  Trust on March 9, 2005, File No. 33-65170,  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  of  American  Century  Target
Maturities Trust on April 17, 2001, File No. 2-94608, 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 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 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  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 of American
Century   Municipal  Trust  on  September  30,  2002,  File  No.  2-91229,   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  of  the
Registrant on February 26, 2004, File No. 2-91229,  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  of  American
Century  Quantitative  Equity Funds,  Inc. on April 29, 2004, File No. 33-19589,
and incorporated herein by reference).

EX-99.m8    Amendment  No.  7  to  the  Master   Distribution   and   Individual
Shareholder Services Plan (C Class), dated May 1, 2005 (filed  electronically as
Exhibit m15 to Post-Effective  Amendment No. 38 to the Registration Statement of
American  Century  Quantitative  Equity  Funds,  Inc. on May 13, 2005,  File No.
33-19589, and incorporated herein by reference).

EX-99.m9    Amendment  No.  8  to  the  Master   Distribution   and   Individual
Shareholder   Services  Plan  (C  Class),   dated   September  29,  2005  (filed
electronically  as  Exhibit  m17 to  Post-Effective  No. 41 to the  Registration
Statement of American Century  Quantitative  Equity Funds, Inc. on September 29,
2005, File No. 33-19589, and incorporated herein by reference).

EX-99.m10   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 of American Century California Tax-Free and
Municipal Funds on October 1, 2002, File No. 2-82734, and incorporated herein by
reference).

EX-99.m11   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  of
American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213,  and
incorporated herein by reference).

EX-99.m12   Amendment  No.  2  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (A Class), dated September 30, 2004 (filed as Exhibit
m22  to  Post-Effective  Amendment  No.  106 to the  Registration  Statement  of
American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213,  and
incorporated herein by reference).

EX-99.m13   Amendment  No.  3  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (A Class),  dated November 17, 2004 (filed as Exhibit
m23  to  Post-Effective  Amendment  No.  106 to the  Registration  Statement  of
American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213,  and
incorporated herein by reference).

EX-99.m14   Amendment  No.  4  to  the  Master   Distribution   and   Individual
Shareholder Services Plan (A Class), dated May 1, 2005 (filed  electronically as
Exhibit m13 to Post-Effective  Amendment No. 44 to the Registration Statement of
American  Century  Municipal  Trust  on May 13,  2005,  File  No.  2-91229,  and
incorporated herein by reference).

EX-99.m15   Amendment  No.  5  to  the  Master   Distribution   and   Individual
Shareholder   Services  Plan  (A  Class),   dated   September  29,  2005  (filed
electronically  as  Exhibit  m28  to  Post-Effective  Amendment  No.  41 to  the
Registration  Statement of American Century  Quantitative  Equity Funds, Inc. on
September 29, 2005, File No. 33-19589, and incorporated herein by reference).

EX-99.m16   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 of the Registrant on October 1, 2002, File
No. 2-82734, and incorporated herein by reference).

EX-99.m17   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  of
American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213,  and
incorporated herein by reference).

EX-99.m18   Amendment  No.  2  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (B Class), dated September 30, 2004 (filed as Exhibit
m26 to Post-Effective No. 106 to the Registration  Statement of American Century
Mutual Funds,  Inc. on November 29, 2004,  File No.  2-14213,  and  incorporated
herein by reference).

EX-99.m19   Amendment  No.  3  to  the  Master   Distribution   and   Individual
Shareholder  Services Plan (B Class),  dated November 17, 2004 (filed as Exhibit
m27  to  Post-Effective  Amendment  No.  106 to the  Registration  Statement  of
American Century Mutual Funds, Inc. on November 29, 2004, File No. 2-14213,  and
incorporated herein by reference).

EX-99.m20   Amendment  No.  4  to  the  Master   Distribution   and   Individual
Shareholder Services Plan (B Class), dated May 1, 2005 (filed  electronically as
Exhibit m18 to Post-Effective  Amendment No. 44 to the Registration Statement of
American  Century  Municipal  Trust  on May 13,  2005,  File  No.  2-91229,  and
incorporated herein by reference).

EX-99.m21   Amendment  No.  5  to  the  Master   Distribution   and   Individual
Shareholder   Services  Plan  (B  Class),   dated   September  29,  2005  (filed
electronically  as  Exhibit  m34  to  Post-Effective  Amendment  No.  41 to  the
Registration  Statement of American Century  Quantitative  Equity Funds, Inc. on
September 29, 2005, File No. 33-19589, 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  of the  Registrant  on  December  17,  2002,  File No.  2-82734,  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 of American  Century  Municipal Trust on December
23, 2002, File No. 2-91229, 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 of American Century Strategic Asset Allocations, Inc.
on August 28, 2003, File No. 33-79482, 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 of American Century Mutual Funds, Inc. on February
26, 2004, File No. 2-14213, 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 of American Century  Quantitative  Equity Funds, Inc. on
April 29, 2004, File No. 33-19589, 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 of American  Century  Investment Trust on August 1,
2004, File No. 33-65170, 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  of  American  Century  Strategic  Asset
Allocations,  Inc. on September 29, 2004, File No.  33-79482,  and  incorporated
herein by reference).

EX-99.n8    Amendment  No. 7 to the Amended and  Restated  Multiple  Class Plan,
dated November 17, 2004 (filed as Exhibit n8 to Post-Effective Amendment No. 106
to the Registration Statement of American Century Mutual Funds, Inc. on November
29, 2004, File No. 2-14213, and incorporated herein by reference).

EX-99.n9    Amendment  No. 8 to the Amended and  Restated  Multiple  Class Plan,
dated February 24, 2005 (filed  electronically  as Exhibit n9 to  Post-Effective
Amendment No. 22 to the  Registration  Statement of American  Century  Strategic
Asset Allocations,  Inc. on March 30, 2005, File No. 33-79482,  and incorporated
herein by reference).

EX-99.n10   Amendment  No. 9 to the Amended and  Restated  Multiple  Class Plan,
dated July 29,  2005  (filed  electronically  as Exhibit  n10 to  Post-Effective
Amendment  No. 111 to the  Registration  Statement  of American  Century  Mutual
Funds,  Inc. on July 28, 2005,  File No.  2-14213,  and  incorporated  herein by
reference).

EX-99.n11   Amendment  No. 10 to the Amended and Restated  Multiple  Class Plan,
dated September 29, 2005 (filed  electronically as Exhibit n11 to Post-Effective
Amendment No. 41 to the Registration  Statement of American Century Quantitative
Equity Funds,  Inc. on September 29, 2005, File No.  33-19589,  and incorporated
herein by reference).

EX-99.p1    American Century Investments Code of Ethics (filed electronically as
Exhibit p1 to Post-Effective  Amendment No. 38 to the Registration  Statement of
the Registrant on December 29, 2004, File No. 2-82734,  and incorporated  herein
by reference).

EX-99.p2    Independent  Directors'  Code of Ethics  amended  February  28, 2000
(filed  electronically as Exhibit p2 to  Post-Effective  Amendment No. 40 to the
Registration  Statement of American Century Target  Maturities Trust on November
30, 2004, File No. 2-94608, and incorporated herein by reference).

EX-99.D 4 ex-mgmtagmt.htm AMENDED AND RESTATED MANAGEMENT AGREEMENT AMENDED AND RESTATED MANAGEMENT AGREEMENT




                                                                    EXHIBIT 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 29th day of July, 2005 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,  Schedule  C is being  amended to  reflect  the  classes of shares
offered by each series of shares of the Company.

     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;

     (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


                                                                          Page 1

                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


     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 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:


                                                                          Page 2

                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS



               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.

          (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


                                                                          Page 3

                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS



                    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.

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.


                                                                          Page 4

                        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS



13.  Use of the Name "American  Century".  The name  "American  Century" and all
     rights to the use of the name "American Century" are the exclusive property
     of American Century Proprietary Holdings, Inc. ("ACPH"). ACPH has consented
     to, and granted a non-exclusive  license for, the use by the Company of the
     name "American Century" in the name of the Company and any series of shares
     thereof.  Such consent and non-exclusive  license may be revoked by ACPH in
     its  discretion  if  ACPH,  the  Investment  Manager,  or a  subsidiary  or
     affiliate  of either of them is not employed as the  investment  adviser 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"
     shall cease using the name "American Century" unless otherwise consented to
     by ACPH or any successor to its interest in such name.

     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/ Ward D. Stauffer                    /s/ Charles A. Etherington
- -------------------------------------   -------------------------------------
Ward D. Stauffer                        Charles A. Etherington
Secretary                               Vice President


Attest:                                 American Century Investment Management, Inc.



/s/ Ward D. Stauffer                    /s/ William M. Lyons
- -------------------------------------   -------------------------------------
Ward D. Stauffer                        William M. Lyons
Secretary                               President


                                                                          Page 5







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%
===================== ================ ===================== ==================




============================================ ======== ========= ======== ====== ===== ====== =====
                       Series                Investor Institu-   Advisor    A     B      C     R
                                               Class   tional     Class   Class Class  Class Class
                                                       Class
- -------------------------------------------- -------- --------- -------- ------ ----- ------ -----
>>California High-Yield Municipal Fund          Yes      No        No      Yes   Yes    Yes    No
>>California Tax Free Money Market Fund         Yes      No        No      No     No    No     No
>>California Intermediate-Term Tax-Free Fund    Yes      No        No      No     No    No     No
>>California Long-Term Tax-Free Fund            Yes      No        No      No     No    No     No
>>California Limited-Term Tax-Free Fund         Yes      No        No      No     No    No     No
============================================ ======== ========= ======== ====== ===== ====== =====



                                                                        Page C-1

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