EXHIBIT (m)(3)
                          AMENDED AND RESTATED
                   MASTER DISTRIBUTION AND INDIVIDUAL
                        SHAREHOLDER SERVICES PLAN

        AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                             (THE "ISSUER")

                                 B CLASS

SECTION 1.        FEES

a.   DISTRIBUTION  FEE. For  purposes of paying  costs and expenses  incurred in
     providing  the  services  set forth in  SECTION 2 below,  the series of the
     Issuer  identified  on SCHEDULE A (the  "Funds")  shall pay the  investment
     adviser  engaged  by the Funds  (the  "Advisor"),  as paying  agent for the
     Funds,  a fee equal to 75 basis  points  (0.75%)  per annum of the  average
     daily  net  assets  of the  shares  of the  Funds' B Class of  shares  (the
     "Distribution Fee").

b.   INDIVIDUAL  SHAREHOLDER  SERVICES  FEE.  For  purposes of paying  costs and
     expenses  incurred in providing  the services set forth in SECTION 3 below,
     the Funds shall pay the Advisor, as paying agent for the Funds, a fee equal
     to 25 basis points (0.25%) per annum of the average daily net assets of the
     shares  of the  Funds'  B Class  of  shares  (the  "Individual  Shareholder
     Services Fee").

c.   APPLICABILITY  TO NEW FUNDS. If the Issuer desires to add additional  funds
     to the Plan,  whether  currently-existing  or created in the future (a "New
     Fund"),  and the Issuer's  Board of Trustees (the "Board") has approved the
     Plan for such New Fund,  in the manner set forth in SECTION 6 of this Plan,
     as well as by the then-sole  shareholder  of the B Class shares of such New
     Fund (if required by the Investment Company Act of 1940 (the "1940 Act") or
     rules  promulgated under the 1940 Act), this Plan may be amended to provide
     that  such New  Fund  will  become  subject  to this  Plan and will pay the
     Distribution  Fee and the  Shareholder  Services  Fee set forth in SECTIONS
     1(A) AND 1(B) above, unless the Issuer's Board specifies  otherwise.  After
     the  adoption  of this Plan by the  Board  with  respect  to the B Class of
     shares of the New Fund,  the term "Funds" under this Plan shall  thereafter
     be deemed to include such New Fund.

d.   CALCULATION AND ASSESSMENT.  Distribution  Fees and Individual  Shareholder
     Services Fees under this Plan will be calculated  and accrued daily by each
     Fund and paid to the  Advisor  monthly  or at such other  intervals  as the
     Issuer and Advisor may agree.

e.   SALES  COMMISSIONS.  Distributor  may pay to  brokers,  dealers  and  other
     financial  intermediaries  through which B Class shares are sold such sales
     commissions as Distributor  may specify from time to time.  Payment of such
     sales commissions shall be the sole obligation of Distributor.



SECTION 2.        DISTRIBUTION SERVICES

a.   The Advisor  shall use the fee set forth in SECTION  1(A) of this Plan,  to
     pay for services in connection  with any activities  undertaken or expenses
     incurred by the distributor of the Funds' shares (the "Distributor") or its
     affiliates  primarily  intended to result in the sale of B Class  shares of
     the Funds, which services may include,  but are not limited to, (A) payment
     of sales  commission,  ongoing  commissions  and other payments to brokers,
     dealers,  financial  institutions  or others who sell B Class shares of the
     Funds  pursuant  to Selling  Agreements;  (B)  compensation  to  registered
     representatives  or other employees of Distributor who engage in or support
     distribution  of the  Funds'  B Class  shares;  (C)  compensation  to,  and
     expenses (including  overhead and telephone expenses) of, Distributor;  (D)
     printing of prospectuses,  statements of additional information and reports
     for  other  than  existing  shareholders;  (E)  preparation,  printing  and
     distribution of 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) provision of facilities to answer questions from
     prospective  investors  about Fund shares;  (H) complying  with federal and
     state securities laws pertaining to the sale of Fund shares;  (I) assisting
     investors in completing  application forms and selecting dividend and other
     account options; (J) provision of 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  compensation  or
     promotional  incentives;  (L)  profit  on the  foregoing;  (M)  payment  of
     "service  fees,"  as  contemplated  by the  Conduct  Rules of the  National
     Association  of  Securities  Dealers,  Inc.  ("NASD")  and (N)  such  other
     distribution  and service  activities as the Issuer  determines may be paid
     for by the Issuer pursuant to the terms of this Plan and in accordance with
     Rule 12b-1 of the 1940 Act.

b.   For purposes of this Plan, "service fees" shall mean payments in connection
     with the  provision of personal,  continuing  services to investors in each
     Fund and/or the maintenance of shareholder accounts, EXCLUDING (i) transfer
     agent and  subtransfer  agent services for beneficial  owners of a Fund's B
     Class shares,  (ii)  aggregating  and  processing  purchase and  redemption
     orders,  (iii) providing  beneficial owners with account  statements,  (iv)
     processing dividend payments, (v) providing  sub-accounting  services for B
     Class shares held beneficially,  (vi) forwarding shareholder communications
     to beneficial  owners,  and (vii)  receiving,  tabulating and  transmitting
     proxies executed by beneficial owners; PROVIDED,  HOWEVER, that if the NASD
     adopts a  definition  of  "service  fees" for  purposes of Rule 2830 of the
     Conduct Rules of the NASD (or any successor to such rule) that differs from
     the definition of "service fees" hereunder, or if the NASD adopts a related
     definition intended to define the same concept,  the definition of "service
     fees" in this  Section  shall be  automatically  amended,  without  further
     action of the  parties,  to conform to such NASD  definition.  Overhead and
     other expenses of Distributor related to its service activities,  including
     telephone  and  other  communications  expenses,  may  be  included  in the
     information regarding amounts expended for such activities.


                                       2



c.   Distributor  shall be deemed to have performed all services  required to be
     performed in order to be entitled to receive the  Distribution  Fee payable
     with respect to B Class shares upon the settlement date of the sale of such
     B Class  share or, in the case of B Class  shares  issued  through one or a
     series of exchanges of shares of another  Fund, on the  settlement  date of
     the  first  sale of a B Class  share  from  which  such B Class  share  was
     derived.  Each  Fund's  obligation  to pay the  Distribution  Fee  shall be
     absolute  and  unconditional  and shall not be subject to dispute,  offset,
     counterclaim or any defense whatsoever,  at law or equity.  Notwithstanding
     the  foregoing,  the Issuers may modify or terminate  payments under this B
     Class Plan as provided in SECTION 8(C) below.

SECTION 3.        INDIVIDUAL SHAREHOLDER SERVICES

Advisor may engage third parties to provide individual  shareholder  services to
the shareholders of the B Class shares ("Individual Shareholder Services").  The
payments  authorized by this Plan are intended to reimburse Advisor for expenses
incurred by it as a result of these  arrangements.  Such Individual  Shareholder
Services  and  related  expenses  may  include,  but are  not  limited  to,  (A)
individualized  and  customized  investment  advisory  services,  including  the
consideration  of shareholder  profiles and specific goals;  (B) the creation of
investment  models and asset  allocation  models for use by the  shareholder  in
selecting  appropriate Funds; (C) 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)  consolidation  of
shareholder accounts in one place; and (F) other individual services.

SECTION 4.        TRANSFER OF RIGHTS

a.   Distributor may, from time to time, assign, transfer or pledge ("Transfer")
     to one or more  designees  (each an  "Assignee"),  its  rights  to all or a
     designated  portion of the Distribution Fee (but not  Distributor's  duties
     and obligations pursuant hereto), free and clear of any offsets,  claims or
     defenses  the  Issuer  may  have  against  Distributor  including,  without
     limitation, any of the foregoing based upon the insolvency or bankruptcy of
     Distributor.  Each such  Assignee's  ownership  interest in a Transfer of a
     designated portion of the Distribution Fee is hereinafter referred to as an
     "Assignee's  Portion." A Transfer pursuant to this Section shall not reduce
     or extinguish any claim of a Fund against Distributor.

b.   Distributor  shall  promptly  notify the Issuer in writing of each Transfer
     pursuant to this Section by providing the Issuers with the name and address
     of each such Assignee.

c.   Distributor  may direct  the Issuer to pay  directly  to an  Assignee  such
     Assignee's  Portion.  In such event,  Distributor  shall provide the Issuer
     with a  monthly  calculation  of (i) the  Distribution  Fee,  and (ii) each
     Assignee's Portion, if any, for such month (the "Monthly Calculation"). The
     Monthly Calculation shall be provided to each Fund by Distributor  promptly
     after the close of each month or such other time as agreed to by a Fund and
     Distributor  which allows timely payment of the Distribution Fee and/or the
     Assignee's  Portion.  No Fund  shall be  liable  for any  interest  on such
     payments  occasioned  by delayed  delivery  of the Monthly  Calculation  by
     Distributor.  In such event,  following  receipt  from


                                       3



     Distributor  of the notice of Transfer  and each Monthly  Calculation,  the
     Issuer  shall make all  payments  directly to the  Assignee or Assignees in
     accordance  with  the  information  provided  in such  notice  and  Monthly
     Calculation,  on the same terms and  conditions as if such payments were to
     be paid  directly to the Advisor.  Each Issuer shall be entitled to rely on
     Distributor's  notices and Monthly Calculations in respect of amounts to be
     paid pursuant to this Section.

d.   Alternatively,  in connection  with a Transfer,  Distributor may direct the
     Issuer to pay all of the Distribution Fee from time to time to a depository
     or  collection  agent  designated  by any  Assignee,  which  depository  or
     collection  agent may be delegated the duty of dividing  such  Distribution
     Fee between the  Assignee's  Portion  and the balance  (the  "Distributor's
     Portion"),  in which case only the Distributor's  Portion may be subject to
     offsets or claims a Fund may have against Distributor.

SECTION 5.        EFFECTIVENESS

This Plan has been approved by the vote of both (a) the Board and (b) a majority
of those  members  who are not  "interested  persons" as defined in the 1940 Act
(the "Independent Members"), and initially became effective September 3, 2002.

SECTION 6.        TERM

This Plan will  continue  in full force and effect for a period of one year from
the date hereof, and successive  periods of up to one year thereafter,  provided
that each such  continuance is approved by a majority of (a) the Board,  and (b)
the Independent Directors.

SECTION 7.        REPORTING REQUIREMENTS

The Advisor shall administer this Plan in accordance with Rule 12b-1 of the 1940
Act.  The Advisor  shall  provide to the  Issuer's  Board,  and the  Independent
Members will review and approve in exercise of their fiduciary  duties, at least
quarterly,  a written  report of the  amounts  expended  under  this Plan by the
Advisor  with  respect  to the B  Class  shares  of each  Fund  and  such  other
information as may be required by the 1940 Act and Rule 12b-1 thereunder.

SECTION 8.        TERMINATION AND SEVERABILITY

a.   This Plan may be terminated without penalty at any time with respect to the
     B Class  shares of any Fund by the vote of a majority of the Board,  by the
     vote of a majority of the Independent Members, or by the vote of a majority
     of the outstanding  shares of the B Class of that Fund.  Termination of the
     Plan with  respect  to the B Class  shares of one Fund will not  affect the
     continued  effectiveness of this Plan with respect to the B Class shares of
     any other Fund.

b.   If any provision of this Plan should be declared or made  invalid,  illegal
     or  unenforceable  in any  respect by a court  decision,  statute,  rule or
     otherwise,  the  validity,  legality and


                                       4



     enforceability of the remaining provisions shall not in any way be affected
     or impaired thereby.

c.   Notwithstanding  anything  to the  contrary  set  forth in this  Plan,  the
     Distribution  Fee  shall  not  be  terminated  or  modified   (including  a
     modification  by change in the rules  relating to the conversion of B Class
     shares of a Fund into A Class shares of the same Fund) and shall be paid to
     Distributor or as directed by Distributor  pursuant to SECTION 4 regardless
     of  Distributor's  termination as a Fund's  distributor,  with respect to B
     Class  shares  either (i) issued  prior to the date of any  termination  or
     modification;  (ii)  attributable to B Class shares issued through one or a
     series of exchanges  of B Class shares of another Fund that were  initially
     issued  prior to the date of such  termination  or  modification;  or (iii)
     issued as a dividend or distribution  upon B Class shares  initially issued
     or  attributable  to B Class  shares  issued  prior to the date of any such
     termination or modification except:

               (A) to the extent required by a change in the 1940 Act, the rules
          or regulations under the 1940 Act, the Conduct Rules of the NASD or an
          order of a any court or governmental agency;

               (B) in connection with a Complete  Termination (as defined below)
          of this Plan; or

               (C) on a basis,  determined by the Board, including a majority of
          the  Independent  Members,  acting in good faith,  so long as from and
          after the effective  date of such  modification  or  termination:  (i)
          neither  any Fund nor the Advisor  pays,  directly  or  indirectly,  a
          Distribution Fee or an Individual  Shareholder  Services Fee or to any
          person  who is the  holder  of B Class  shares  of any  Fund  (but the
          foregoing   shall  not  prevent   payments  for  transfer   agency  or
          subaccounting  services),  and (ii) the termination or modification of
          the  Distribution  Fee  applies  with equal  effect to B Class  issued
          either prior to or after such termination or modification.

d.   For purposes of this Plan, a "Complete Termination" shall have occurred if:
     (i) this Plan (and any successor  plan) is terminated with respect to all B
     Class shares of the Fund then outstanding or subsequently  issued; (ii) the
     payment by the Funds of the  Distribution  Fee with  respect to all B Class
     shares of each Fund is terminated;  and (iii) the Issuer does not establish
     concurrently  with or subsequent to such  termination  of this Plan another
     class of shares  which has  substantially  similar  characteristics  to the
     current B Class  shares,  including  the  manner of  payment  and amount of
     contingent deferred sales charge paid directly or indirectly by the holders
     of such shares.


                                       5



SECTION 9.        AMENDMENTS TO THIS PLAN

This Plan may not be amended to increase materially the amount of compensation a
Fund is  authorized  to pay under  SECTION 1 hereof  unless  such  amendment  is
approved in the manner  provided for in SECTION 6 hereof,  and such amendment is
further approved by a majority of the outstanding  shares of the Fund's B Class,
and no other material  amendment to the Plan will be made unless approved in the
manner provided for approval and annual renewal in SECTION 6 hereof.

SECTION 10.       RECORDKEEPING

The Issuer will preserve copies of this Plan (including any amendments  thereto)
and any related agreements and all reports made pursuant to SECTION 7 hereof for
a period of not less than six years  from the date of this  Plan,  the first two
years in an easily accessible place.

SECTION 11.       INDEPENDENT MEMBERS OF THE BOARD

So long as the Plan remains in effect,  the selection and  nomination of persons
to  serve  as  Independent  Members  on the  Board  shall  be  committed  to the
discretion   of  the   Independent   Members   on  the  Board  then  in  office.
Notwithstanding  the above,  nothing herein shall prevent the  participation  of
other  persons  in the  selection  and  nomination  process  so  long as a final
decision on any such  selection or nomination is within the  discretion  of, and
approved by, the Independent Members so responsible.

     IN WITNESS  WHEREOF,  the Issuer has adopted  this Plan as of  September 4,
2007.

                                AMERICAN CENTURY CALIFORNIA TAX-FREE AND
                                 MUNICIPAL FUNDS



                                By: /s/  Charles A. Etherington
                                    --------------------------------------------
                                    Charles A. Etherington
                                    Senior Vice President


                                       6




                                   SCHEDULE A

                         SERIES OFFERING B CLASS SHARES

SERIES                                                         DATE PLAN ADOPTED

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
>> California High-Yield Municipal Fund                        September 3, 2002
>> California Long-Term Tax-Free Fund                          September 27, 2007





                                      A-1