AMENDMENT NO. 2 TO
                         AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                       OF AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS

            THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED  AGREEMENT AND  DECLARATION OF TRUST is made as
of the 8th day of March, 2007 by the Trustees hereunder.

            WHEREAS, the Board of Trustees have executed an Amendment and  Restatement
to the  Agreement  and  Declaration  of Trust dated March 26, 2004,  and amended
December 12, 2005; and

            WHEREAS, pursuant to Article VIII, Section 8 of the Declaration of Trust,
the Trustees wish to amend the Declaration of Trust as follows.

            NOW, THEREFORE, BE IT RESOLVED, the Declaration of Trust is hereby amended
by deleting  the present  Section  6(d) of Article  III and  inserting  in lieu
thereof the following:

          (d) VOTING.  On any matter submitted to a vote of the Shareholders of
          the Trust,  all Shares of all Series and Classes then entitled to vote
          shall be voted together, except that (i) when required by the 1940 Act
          to be voted by  individual  Series or Class,  Shares shall be voted by
          individual Series or Class,  or (ii) when the matter affects only the
          interests  of  Shareholders  of one or more  Series or  Classes,  only
          Shareholders of such one or more Series or Classes  shall be entitled
          to vote thereon.

            RESOLVED,  the  Declaration  of Trust is hereby  amended  by  deleting  the
present Section 3 of Article V and inserting in lieu thereof the following:

          SECTION 3. QUORUM AND  REQUIRED  VOTE  Except when a larger  quorum is
          required by applicable  law, by the Bylaws or by this  Declaration  of
          Trust,  one-third  of the Shares  entitled to vote shall  constitute a
          quorum  at a  Shareholders'  meeting.  When any one or more  Series or
          Classes are to vote as a single class  separate from any other Shares,
          one-third of the Shares of each such Series or Class  entitled to vote
          shall constitute a quorum at a Shareholders' meeting of that Series or
          Class.  Any meeting of Shareholders may be adjourned from time to time
          by a majority of the votes properly cast upon the question, whether or
          not a quorum is  present,  and the  meeting  may be held as  adjourned
          within a reasonable  time after the date set for the original  meeting
          without  further  notice.  Subject to the  provisions  of Article III,
          Section 6(d),  when a quorum is present at any meeting,  a majority of
          the Shares  voted shall  decide any  questions  and a plurality  shall
          elect  a  Trustee,  except  when a  larger  vote  is  required  by any
          provision of this  Declaration of Trust or the Bylaws or by applicable
          law.

            RESOLVED,  the  Declaration  of Trust is hereby  amended  by  deleting  the
present Section 4 of Article VIII and inserting in lieu thereof the following:

          SECTION 4. TERMINATION OF TRUST,  SERIES OR CLASS Unless terminated as
          provided herein,  the Trust shall continue without limitation of time.
          The Trust may be terminated at any time by vote of at least two-thirds
          (66  (2)/3%) of the Shares of each  Series  entitled  to vote,  voting
          separately  by Series,  or by the  Trustees  by written  notice to the
          Shareholders.  Any  Series or Class may be  terminated  at any time by
          vote of at least  two-thirds  (66 (2)/3%) of the Shares of that Series
          or Class, or by the Trustees by written notice to the  Shareholders of
          that Series or Class.

          Upon termination of the Trust (or any Series or Class, as the case may
          be),  after paying or  otherwise  providing  for all  charges,  taxes,
          expenses and liabilities belonging,  severally, to each Series (or the
          applicable  Series  or  Class,  as the case may  be),  whether  due or
          accrued or anticipated as may be determined by the Trustees, the Trust
          shall,  in accordance  with such  procedures as the Trustees  consider
          appropriate, reduce the remaining assets belonging, severally, to each
          Series (or the  applicable  Series or Class,  as the case may be),  to
          distributable  form in cash or  shares  or  other  securities,  or any
          combination  thereof,  and distribute  the proceeds  belonging to each
          Series (or the applicable Series or Class, as the case may be), to the
          Shareholders  of that Series or Class,  as a Series or Class,  ratably
          according  to the number of Shares of that Series or Class held by the
          several Shareholders on the date of termination.

            IN WITNESS  WHEREOF,  the Trustees do hereto set their hands as of the date
written above.

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


/s/  John Freidenrich                           /s/  Ronald J. Gilson
John Freidenrich                                Ronald J. Gilson


/s/  Kathryn A. Hall                            /s/  Myron S. Scholes
Kathryn A. Hall                                 Myron S. Scholes


/s/  John B. Shoven                             /s/  Jeanne D. Wohlers
John B. Shoven                                  Jeanne D. Wohlers