485BPOS

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [X]

         File No. 2-82734

         Pre-Effective Amendment No.                                   [ ]

         Post-Effective Amendment No. 43                               [X]

                             and/or

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

         File No. 811-3706

         Amendment No. 47                                              [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
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             (Address of Principal Executive Offices) (Zip Code)


      Registrant's Telephone Number, including Area Code: (816) 531-5575


         CHARLES A. ETHERINGTON, 4500 MAIN STREET, KANSAS CITY, MO 64111
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)


  Approximate Date of Proposed Public Offering: January 1, 2008

It is proposed that this filing will become effective (check appropriate box)

     [ ] immediately upon filing pursuant to paragraph (b)
     [X] on January 1, 2008 pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [ ] on (date) 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, 2008

AMERICAN CENTURY INVESTMENTS
PROSPECTUS


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

[american century investments logo and text logo]




Table of Contents

AN OVERVIEW OF THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . .  2
FUND PERFORMANCE HISTORY . . . . . . . . . . . . . . . . . . . . . . . .  3
        California Tax-Free Bond Fund. . . . . . . . . . . . . . . . . .  3
        California Tax-Free Money Market Fund. . . . . . . . . . . . . .  5
FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . . . . . . . .  7
        California Tax-Free Bond Fund. . . . . . . . . . . . . . . . . .  7
        California Tax-Free Money Market Fund. . . . . . . . . . . . . .  9
BASICS OF FIXED-INCOME INVESTING . . . . . . . . . . . . . . . . . . . . 10
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
INVESTING DIRECTLY WITH AMERICAN CENTURY . . . . . . . . . . . . . . . . 14
INVESTING THROUGH A FINANCIAL INTERMEDIARY . . . . . . . . . . . . . . . 16
ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT  . . . . . . . . . . . . . 18
SHARE PRICE AND DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . 22
TAXES . . . . . . . . . . .  . . . . . . . . . . . . . . . . . . . . . . 24
FINANCIAL HIGHLIGHTS  . . .  . . . . . . . . . . . . . . . . . . . . . . 26

     [GRAPHIC OF TRIANGLE]

     THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT
     DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE
     OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.




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 between 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.

     [GRAPHIC OF TRIANGLE]

     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,           California economic risk
Money Market            very short-term         Low credit risk
                        debt securities         Low interest rate risk
                                                Low liquidity risk
- --------------------------------------------------------------------------------
California              Quality debt            California economic risk
Tax-Free Bond           securities  of          Moderate credit risk
                        all maturity ranges     Moderate interest rate risk(1)
                        (up to 20% may          Moderate liquidity risk
                        be below investment
                        grade)
- --------------------------------------------------------------------------------

(1)  THE INTEREST RATE RISK IS MODERATE UNDER NORMAL MARKET CONDITIONS.
     HOWEVER, BECAUSE THE FUND MAY INVEST IN SECURITIES OF ALL MATURITY RANGES,
     THE RISK MAY FLUCTUATE AS THE PORTFOLIO MANAGERS REPOSITION THE FUND IN
     RESPONSE TO CHANGING MARKET CONDITIONS.

At any given time your shares may be worth 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
7.

     [GRAPHIC OF TRIANGLE]

     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. ALTHOUGH A MONEY MARKET FUND SEEKS TO
     PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE
     TO LOSE MONEY BY INVESTING IN IT.


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2


FUND PERFORMANCE HISTORY

CALIFORNIA TAX-FREE BOND 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.

INVESTOR CLASS(1)

(1)  AS OF SEPTEMBER 30, 2007, THE FUND'S YEAR-TO-DATE RETURN WAS 1.79%.

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

                                    HIGHEST                    LOWEST
- --------------------------------------------------------------------------------
California Tax-Free Bond            4.99% (3Q 2002)            -2.17% (2Q 2004)
- --------------------------------------------------------------------------------

Average Annual Total Returns

The following table shows the average annual total returns of the fund's
Investor Class shares calculated three different ways.

Return Before Taxes shows the actual change in the value of fund shares over the
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.


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3


The benchmarks are unmanaged indices that have no operating costs and are
included in the table for performance comparison. The Lehman Brothers 5-Year
General Obligation (GO) Index is composed of investment-grade U.S. municipal
securities, with maturities of four to six years, that are general obligations
of a state or local government.

INVESTOR CLASS
                                                                           10
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006      1 YEAR     5 YEARS      YEARS
- --------------------------------------------------------------------------------
Return Before Taxes                                4.00%      4.19%        4.70%
Return After Taxes on Distributions                4.00%      4.16%        4.60%
Return After Taxes on Distributions
   and Sale of Fund Shares                         4.06%      4.17%        4.60%
Lehman Brothers 5-Year                             3.38%      4.09%        4.70%
General Obligation Index
   (reflects no deduction
   for fees, expenses and taxes)
- --------------------------------------------------------------------------------


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4


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.

INVESTOR CLASS(1)

(1)  AS OF SEPTEMBER 30, 2007, THE FUND'S YEAR-TO-DATE RETURN WAS 2.41%.

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, 2006    1 YEAR    5 YEARS    10 YEARS
- --------------------------------------------------------------------------------
California Tax-Free Money Market                 2.95%     1.46%      2.16%
- --------------------------------------------------------------------------------

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.


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5


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

*  to exchange into the same class of shares of other American Century funds

*  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)
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                  DISTRIBUTION                 TOTAL ANNUAL
                    MANAGEMENT    AND SERVICE     OTHER        FUND OPERATING
                    FEE(2)        (12B-1) FEES    EXPENSES(3)  EXPENSES
- --------------------------------------------------------------------------------
California Tax-Free Bond
  Investor Class    0.48%         None            0.01%        0.49%
- --------------------------------------------------------------------------------
California Tax-Free Money Market
  Investor Class    0.49%(4)      None            0.02%        0.51%(4)
- --------------------------------------------------------------------------------

(1)  APPLIES ONLY TO INVESTORS WHOSE TOTAL ELIGIBLE INVESTMENTS WITH
     AMERICAN CENTURY ARE LESS THAN $10,000. SEE Account Maintenance Fee UNDER
     Investing Directly with American Century FOR MORE DETAILS.

(2)  THE FUNDS PAY THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
     ARRANGING ALL SERVICES NECESSARY FOR THE FUNDS TO OPERATE. THE FEE SHOWN IS
     BASED ON ASSETS DURING THE FUNDS' MOST RECENT FISCAL YEAR. THE FUNDS HAVE
     STEPPED FEE SCHEDULES. AS A RESULT, THE FUNDS' UNIFIED MANAGEMENT FEE RATES
     GENERALLY DECREASE AS FUND ASSETS INCREASE AND INCREASE AS FUND ASSETS
     DECREASE. FOR MORE INFORMATION ABOUT THE UNIFIED MANAGEMENT FEE, SEE The
     Investment Advisor UNDER Management.

(3)  OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUNDS' INDEPENDENT
     TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. OTHER EXPENSES ALSO
     INCLUDE FEES AND EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF
     INVESTMENT IN SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE
     EQUITY FUNDS OR OTHER POOLED INVESTMENT VEHICLES.

(4)  EFFECTIVE AUGUST 1, 2007, AMERICAN CENTURY VOLUNTARILY WAIVED A
     PORTION OF THE FUND'S MANAGEMENT FEE. TAKING INTO ACCOUNT THIS WAIVER, THE
     Management Fee AND Total Annual Fund Operating Expenses WILL BE 0.47% AND
     0.49%, RESPECTIVELY. THIS FEE WAIVER IS VOLUNTARY AND MAY BE REVISED OR
     TERMINATED AT ANY TIME BY AMERICAN CENTURY WITHOUT NOTICE.

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 . . .

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

*  earn a 5% return each year

*  incur the same operating expenses as shown above

.. . . your cost of investing in the fund would be:

                         1 YEAR         3 YEARS         5 YEARS         10 YEARS
- --------------------------------------------------------------------------------
California Tax-Free Bond
  Investor Class         $50            $157            $275            $617
- --------------------------------------------------------------------------------
California Tax-Free Money Market
  Investor Class         $52            $164            $286            $641
- --------------------------------------------------------------------------------


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6


OBJECTIVES, STRATEGIES AND RISKS

CALIFORNIA TAX-FREE BOND FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

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 OBJECTIVE?

The portfolio managers primarily buy QUALITY debt securities, and will invest at
least 80% of the fund's assets in debt securities with interest payments exempt
from federal and California income taxes. The fund may change this 80% policy
only upon 60 days' prior written notice to shareholders. 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.

     [GRAPHIC OF TRIANGLE]

     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.

     [GRAPHIC OF TRIANGLE]

     MUNICIPALITIES INCLUDE STATES, CITIES, COUNTIES, INCORPORATED
     TOWNSHIPS, THE DISTRICT OF COLUMBIA AND U.S. TERRITORIES AND
     POSSESSIONS. THEY CAN ISSUE PRIVATE ACTIVITY BONDS AND PUBLIC
     PURPOSE BONDS.

The fund may invest in California municipal securities of all maturity ranges,
and therefore its weighted average maturity may fluctuate as the portfolio
managers reposition the fund in response to changing market conditions.

Although the fund invests primarily in investment-grade securities, up to 20% of
the value of the fund's net assets may be invested in below investment-grade
securities (BB and below). The fund may also invest in securities which, while
not rated, are determined by the portfolio managers to be of comparable credit
quality to those rated below investment-grade.

Although not historically part of the core strategy of the fund and unlikely to
occur in the future, the portfolio managers are permitted to invest up to 20% of
the fund's assets in quality debt securities with interest payments that are
subject to federal income tax, California income tax and/or the federal
alternative minimum tax.

The fund 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 fund may purchase securities in advance to generate additional
income.

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 objective and may
generate taxable income.


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7


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?

When interest rates change, the fund's share value will be affected. Generally,
when interest rates rise, the fund's share value will decline. The opposite is
true when interest rates decline. Funds with longer WEIGHTED AVERAGE MATURITIES
are more sensitive to interest rate changes. The fund's interest rate risk is
moderate under normal market conditions, but it may fluctuate as the portfolio
managers reposition the fund in response to changing market conditions.

     [GRAPHIC OF TRIANGLE]

     WEIGHTED AVERAGE MATURITY is described in more detail
     under Basics of Fixed-Income Investing.

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.

The fund may invest all of its assets in securities rated in the lowest
investment-grade category (for example, Baa or BBB). The issuers of these
securities are more likely to pose a credit risk, that is, to have problems
making interest and principal payments, than issuers of higher-rated securities.
The fund may also invest part of its assets in securities rated below
investment-grade or that are unrated. By definition, the issuers of many of
these securities may have problems making interest and principal payments. Below
investment-grade municipal bonds are vulnerable to real or perceived changes in
the business climate and can be less liquid and more volatile.

There is no guarantee that all of the fund's income will be exempt from federal
or state income taxes. The portfolio managers are permitted to invest up to 20%
of the fund's assets in debt securities with interest payments that are subject
to federal income tax, California income tax and/or the federal alternative
minimum tax. In addition, income from municipal bonds held by the 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.

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 less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.


- ------
8


CALIFORNIA TAX-FREE MONEY MARKET FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

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 OBJECTIVE?

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. The fund may change this 80% policy only upon 60 days'
prior written notice to shareholders. 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.

     [GRAPHIC OF TRIANGLE]

     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.

     [GRAPHIC OF TRIANGLE]

     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 the 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 the 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.


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9


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

*  determining which debt securities help a fund meet its maturity
   requirements

*  identifying debt securities that satisfy a fund's credit quality standards

*  evaluating current economic conditions and assessing the risk of inflation

*  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:


- ------
10


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.

                                      INTEREST        CREDIT       LIQUIDITY
                                      RATE RISK       RISK         RISK
- --------------------------------------------------------------------------------
California Tax-Free Money Market      Lowest          Lowest       Lowest
- --------------------------------------------------------------------------------
California Tax-Free Bond              Moderate(1)     Moderate     Moderate
- --------------------------------------------------------------------------------

(1)  THE INTEREST RATE RISK IS MODERATE UNDER NORMAL MARKET CONDITIONS.
     HOWEVER, BECAUSE THE FUND MAY INVEST IN SECURITIES OF ALL MATURITY RANGES,
     THE RISK MAY FLUCTUATE AS THE PORTFOLIO MANAGERS REPOSITION THE FUND IN
     RESPONSE TO CHANGING MARKET CONDITIONS.

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.


- ------
11


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 class of
shares of the funds. The management fee is calculated daily and paid monthly in
arrears. Out of the funds' fee, the advisor pays 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 funds' 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.

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 statement of additional information contains
detailed information about the calculation of the management fee.

MANAGEMENT FEES PAID BY THE FUNDS
TO THE ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS FOR THE FISCAL
YEAR ENDED AUGUST 31, 2007                                        INVESTOR CLASS
- --------------------------------------------------------------------------------
California Tax-Free Bond                                          0.48%
- --------------------------------------------------------------------------------
California Tax-Free Money Market                                  0.49%
- --------------------------------------------------------------------------------

A discussion regarding the basis for the Board of Trustees' approval of the
funds' investment advisory contract with the advisor is available in the funds'
report to shareholders dated August 31, 2007.


- ------
12


THE FUND MANAGEMENT TEAM

The advisor uses teams of portfolio managers and analysts, organized by broad
investment categories such as money markets, corporate bonds, government bonds
and municipal bonds, in its management of fixed-income funds. Representatives of
these teams serve on the firm's Macro Strategy Team, which is responsible for
periodically adjusting the fund's strategic investment parameters based on
economic and market conditions. The fund's lead portfolio manager is responsible
for security selection and portfolio construction for the fund within these
strategic parameters, 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.

The individuals listed below are primarily responsible for the day-to-day
management of the funds described in this prospectus.

California Tax-Free Bond

ALAN KRUSS (LEAD PORTFOLIO MANAGER)

Mr. Kruss, Vice President and Portfolio Manager, has been a member of the team
since April 2006. He joined American Century in May 1997 and became a portfolio
manager in December 2001. He has a bachelor's degree in finance from San
Francisco State University.

STEVEN M. PERMUT (MACRO STRATEGY TEAM REPRESENTATIVE)

Mr. Permut, Senior Vice President and Senior Portfolio Manager, has been a
member of the team since July 2001. 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.

California Tax-Free Money Market

TODD PARDULA (LEAD PORTFOLIO MANAGER)

Mr. Pardula, Vice President and Senior Portfolio Manager, has been a member of
the team since April 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.

STEVEN M. PERMUT (MACRO STRATEGY TEAM REPRESENTATIVE)

Mr. Permut, Senior Vice President and Senior Portfolio Manager, has been a
member of the team since June 2003. 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 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.


- ------
13


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 a Full Services Option 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.

     [GRAPHIC OF TRIANGLE]

     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.)

*  American Century's bank information: Commerce Bank N.A., Routing No.
   101000019, Account No. 2804918

*  Your American Century account number and fund name

*  Your name

*  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.


- ------
14


WAYS TO MANAGE YOUR ACCOUNT

ONLINE
- --------------------------------------------------------------------------------
americancentury.com

OPEN AN ACCOUNT: If you are a current or new investor, you can open an account
by completing and submitting our online application. Current investors also can
open an account by exchanging shares from another American Century account.

EXCHANGE SHARES: Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS: Make an additional investment into an established
American Century account if you have authorized us to invest from your bank
account.

SELL SHARES*: Redeem shares and proceeds will be electronically transferred to
your authorized bank account.

* ONLINE REDEMPTIONS UP TO $25,000 PER DAY.

IN PERSON
- --------------------------------------------------------------------------------
If you prefer to handle your transactions in person, visit one of our Investor
Centers and a representative can help you open an account, make additional
investments, and sell or exchange shares.

* 4500 Main Street, Kansas City, Missouri - 8 a.m. to 5 p.m., Monday - Friday

* 4917 Town Center Drive, Leawood, Kansas - 8 a.m. to 5 p.m., Monday - Friday,
  8 a.m. to noon, Saturday

* 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 AND NOT-FOR-PROFIT: 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 $50 per month 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.


- ------
15


INVESTING THROUGH A FINANCIAL INTERMEDIARY

If you do business with us through a financial intermediary, your ability to
purchase, exchange, redeem and transfer shares will be affected by the policies
of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

*  trading restrictions

Please contact your FINANCIAL INTERMEDIARY for a complete description of its
policies. Copies of the funds' annual reports, semiannual reports and statement
of additional information are available from your financial intermediary. The
funds are not available for employer-sponsored retirement plans. For more
information regarding plan types, please see BUYING AND SELLING FUND SHARES in
the statement of additional information.

     [GRAPHIC OF TRIANGLE]

     FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS,
     INSURANCE COMPANIES AND FINANCIAL PROFESSIONALS.

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 to intermediaries for various additional
services, other expenses and/or the intermediaries' distribution of the fund out
of their profits or other available sources. Such payments may be made for one
or more of the following: (1) distribution, which may 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 financial
intermediaries for their sales activities, as well as the opportunity for the
funds to be made available by such intermediaries; (2) shareholder services,
such as providing individual and custom investment advisory services to clients
of the financial intermediaries; 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 educating them about the funds and helping
defray the 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.


- ------
16


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 financial 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 selling agreements with these financial
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 financial 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 selling agreement, they will be priced at the net asset
value next determined after your request is received in the form required by the
financial intermediary.

SEE ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT FOR MORE INFORMATION ABOUT
INVESTING WITH US.


- ------
17


ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT

MINIMUM INITIAL INVESTMENT AMOUNTS

Unless otherwise specified below, the minimum initial investment amount to open
an account is $5,000 ($2,500 for California Tax-Free Money Market). Financial
intermediaries may open an account with $250, but may require their clients to
meet different investment minimums. See INVESTING THROUGH A FINANCIAL
INTERMEDIARY for more information. The funds are not available for
employer-sponsored retirement plans.

- --------------------------------------------------------------------------------
Broker-dealer sponsored wrap program
accounts and/or fee-based accounts                               No minimum
- --------------------------------------------------------------------------------
Coverdell Education Savings Account (CESA)                       $5,000(1)(2)(3)
- --------------------------------------------------------------------------------

(1)  THE MINIMUM INITIAL INVESTMENT FOR FINANCIAL INTERMEDIARIES IS $250.
     FINANCIAL INTERMEDIARIES MAY HAVE DIFFERENT MINIMUMS FOR THEIR CLIENTS.

(2)  $2,500 FOR CALIFORNIA TAX-FREE MONEY MARKET.

(3)  TO ESTABLISH A CESA, YOU MUST EXCHANGE FROM ANOTHER AMERICAN CENTURY
     CESA OR ROLL OVER A MINIMUM OF $5,000 IN ORDER TO MEET THE FUND'S MINIMUM.

SUBSEQUENT PURCHASES

There is a $50 minimum for subsequent purchases. See WAYS TO MANAGE YOUR ACCOUNT
for more information about making additional investments directly with American
Century. However, there is no subsequent purchase minimum for financial
intermediaries, but financial intermediaries may require their clients to meet
different subsequent purchase requirements.

LIMITATIONS ON SALE

As of the date of this prospectus the funds are registered for sale only in the
following states and territories: Arizona, California, Colorado, District of
Columbia, Florida, Hawaii, New Mexico, Nevada, New York, Oregon, Texas, Utah,
Washington, the Virgin Islands and Guam.

REDEMPTIONS

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order.

     [GRAPHIC OF TRIANGLE]

     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 the California Tax-Free Money Market Fund, 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.


- ------
18


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 ACCOUNTS BELOW MINIMUM

If your account balance falls below the minimum initial investment amount for
any reason other than as a result of market fluctuation, American Century
reserves the right to redeem the shares in the account and send the proceeds to
your address of record. Prior to doing so, we will notify you and give you 90
days to meet the minimum. 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.

*  You have chosen to conduct business in writing only and would like to
   redeem over $100,000.

*  Your redemption or distribution check, Check-A-Month or automatic
   redemption is made payable to someone other than the account owners.

*  Your redemption proceeds or distribution amount is sent by EFT (ACH or
   wire) to a destination other than your personal bank account.

*  You are transferring ownership of an account over $100,000.

*  You change your address and request a redemption over $100,000 within 15
   days.

*  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.


- ------
19


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.

For money market funds, American Century anticipates that shareholders will
purchase and sell shares frequently because these funds are designed to offer
investors a liquid investment. Accordingly, American Century has determined that
it is not necessary to monitor trading activity or impose trading restrictions
on money market fund shares and these funds accommodate frequent trading.
However, we reserve the right, in our sole discretion, to modify monitoring and
other practices as necessary to deal with novel or unique abusive trading
practices.

For non-money market funds, 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

*  within seven days of the purchase, or

*  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.


- ------
20


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. American Century monitors aggregate trades placed in omnibus
accounts and works with financial intermediaries to identify shareholders
engaging in abusive trading practices and impose restrictions to discourage such
practices. Because American Century relies on financial intermediaries to
provide information and impose restrictions, our ability to monitor and
discourage abusive trading practices in omnibus accounts may be dependent upon
the intermediaries' timely performance of such duties.

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.


- ------
21


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.

California Tax-Free Money Market Fund

The fund's portfolio securities are valued at amortized cost. This means the
securities are initially valued at their cost when purchased. After the initial
purchase, the difference between the purchase price and the known value at
maturity will be reduced at a constant rate until maturity. This valuation will
be used regardless of the impact of interest rates on the market value of the
security. The board has adopted procedures to ensure that this type of pricing
is fair to the fund's investors.

California Tax-Free Bond Fund

Each fund values portfolio securities for which market quotations are readily
available at its 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 as determined in good faith
by the fund's board or its designee, in accordance with procedures adopted by
the fund's board. Circumstances that may cause the fund to use alternate
procedures to 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.


- ------
22


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.

     [GRAPHIC OF TRIANGLE]

     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

*  notify us of your purchase prior to 11 a.m. Central time AND

*  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.

California Tax-Free Bond Fund

The 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.


- ------
23


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

*  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.

*  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.

*  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.

     [GRAPHIC OF TRIANGLE]

     QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM THE
     STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT THE
     FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD.

For capital gains and for income distributions designated as qualified dividend
income, the following rates apply:

                                        TAX RATE FOR 10%     TAX RATE FOR
TYPE OF DISTRIBUTION                    AND 15% BRACKETS     ALL OTHER BRACKETS
- --------------------------------------------------------------------------------
Short-term capital gains                Ordinary Income      Ordinary Income
- --------------------------------------------------------------------------------
Long-term capital gains (> 1 year)
and Qualified Dividend Income           5%                   15%
- --------------------------------------------------------------------------------

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.


- ------
24


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.


- ------
25


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 recent fiscal period. 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

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to investors

*  share price at the end of the period

Each table also includes some key statistics for the period as appropriate

*  TOTAL RETURN - the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  EXPENSE RATIO - the operating expenses of the fund as a percentage of
   average net assets

*  NET INCOME RATIO - the net investment income of the fund as a percentage
   of average net assets

*  PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
   that is replaced during the period

The Financial Highlights for the year ended August 31, 2007 and prior, that
follow have been audited by PricewaterhouseCoopers LLP, independent registered
public accounting firm. The Report of Independent Registered Public Accounting
Firm and the financial statements are included in the funds' annual report,
which is available upon request.


- ------
26


CALIFORNIA TAX-FREE BOND FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31

                                       2007      2006      2005      2004      2003
- ---------------------------------------------------------------------------------------
PER-SHARE DATA
- ---------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period   $11.15    $11.33    $11.41    $11.28    $11.55
                                       ------------------------------------------------
Income From Investment Operations
   Net Investment Income (Loss)        0.45      0.46      0.46      0.44      0.45

   Net Realized and
   Unrealized Gain (Loss)              (0.23)    (0.18)    (0.08)    0.13      (0.23)
                                       ------------------------------------------------
   Total From Investment Operations    0.22      0.28      0.38      0.57      0.22
                                       ------------------------------------------------
Distributions
   From Net Investment Income          (0.45)    (0.46)    (0.46)    (0.44)    (0.45)

   From Net Realized Gains             -         -(1)      -         -         (0.04)
                                       ------------------------------------------------
   Total Distributions                 (0.45)    (0.46)    (0.46)    (0.44)    (0.49)
                                       ------------------------------------------------
Net Asset Value, End of Period         $10.92    $11.15    $11.33    $11.41    $11.28
                                       ================================================

TOTAL RETURN(2)                        1.98%     2.58%     3.36%     5.13%     1.91%

RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                  0.49%     0.49%     0.49%     0.50%     0.51%

Ratio of Net Investment Income
(Loss) to Average Net Assets           4.06%     4.13%     4.02%     3.87%     3.89%

Portfolio Turnover Rate                41%       34%       34%       20%       25%

Net Assets, End of Period
(in thousands)                         $462,246  $432,052  $435,887  $418,655  $451,131
- ---------------------------------------------------------------------------------------

(1)  PER-SHARE AMOUNT WAS LESS THAN $0.005.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY.


- ------
27


CALIFORNIA TAX-FREE MONEY MARKET FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31

                                      2007       2006      2005      2004      2003
- ---------------------------------------------------------------------------------------
PER-SHARE DATA
- ---------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period  $1.00      $1.00     $1.00     $1.00     $1.00
                                      -------------------------------------------------
Income From Investment Operations
   Net Investment Income (Loss)       0.03       0.03      0.02      0.01      0.01
                                      -------------------------------------------------
Distributions
   From Net Investment Income         (0.03)     (0.03)    (0.02)    (0.01)    (0.01)
                                      -------------------------------------------------
Net Asset Value, End of Period        $1.00      $1.00     $1.00     $1.00     $1.00
                                      =================================================
TOTAL RETURN(1)                       3.16%      2.70%     1.54%     0.58%     0.73%

RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                 0.49%(2)   0.52%(2)  0.52%     0.52%     0.51%

Ratio of Operating Expenses
to Average Net Assets
(Before Expense Waiver)               0.51%      0.52%     0.52%     0.52%     0.51%

Ratio of Net Investment Income
(Loss) to Average Net Assets          3.12%(2)   2.64%(2)  1.53%     0.57%     0.76%

Ratio of Net Investment Income
(Loss) to Average Net Assets
(Before Expense Waiver)               3.10%      2.64%     1.53%     0.57%     0.76%

Net Assets, End of Period
(in thousands)                        $552,347   $530,013  $617,356  $600,882  $621,747
- ---------------------------------------------------------------------------------------

(1)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY.

(2)  EFFECTIVE AUGUST 1, 2006, THE INVESTMENT ADVISOR VOLUNTARILY AGREED TO
     WAIVE A PORTION OF ITS MANAGEMENT FEE.


- ------
28


NOTES


- ------
29


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, by
contacting American Century at the addresses or telephone numbers listed below
or by contacting your financial intermediary.

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       * EDGAR database at sec.gov
                      * 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 the funds 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.

                                                                      NEWSPAPER
FUND REFERENCE                 FUND CODE            TICKER            LISTING
- --------------------------------------------------------------------------------
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
americancentury.com
                                   Banks and Trust Companies, Broker-Dealers,
Self-Directed Retail Investors     Financial Professionals, Insurance Companies
P.O. Box 419200                    P.O. Box 419786
Kansas City, Missouri 64141-6200   Kansas City, Missouri 64141-6786
1-800-345-2021 or 816-531-5575     1-800-345-6488

0801
SH-PRS-57696







January 1, 2008

AMERICAN CENTURY INVESTMENTS
PROSPECTUS


California High-Yield Municipal Fund
California Long-Term Tax-Free 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

[american century investments logo and text logo]




Table of Contents

AN OVERVIEW OF THE FUNDS. . . . . . . . . . . . . . . . . . . . . . . .  2
        California High-Yield Municipal Fund. . . . . . . . . . . . . .  2
        California Long-Term Tax-Free Fund  . . . . . . . . . . . . . .  3
FUND PERFORMANCE HISTORY  . . . . . . . . . . . . . . . . . . . . . . .  4
        California High-Yield Municipal Fund. . . . . . . . . . . . . .  4
        California Long-Term Tax-Free Fund. . . . . . . . . . . . . . .  5
FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
OBJECTIVES, STRATEGIES AND RISKS. . . . . . . . . . . . . . . . . . . . 10
        California High-Yield Municipal Fund. . . . . . . . . . . . . . 10
        California Long-Term Tax-Free Fund. . . . . . . . . . . . . . . 12
BASICS OF FIXED-INCOME INVESTING. . . . . . . . . . . . . . . . . . . . 14
MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
INVESTING DIRECTLY WITH AMERICAN CENTURY. . . . . . . . . . . . . . . . 19
INVESTING THROUGH A FINANCIAL INTERMEDIARY. . . . . . . . . . . . . . . 21
ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT . . . . . . . . . . . . . 26
SHARE PRICE AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 30
TAXES. . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . 32
MULTIPLE CLASS INFORMATION . . . . . . . . . .  . . . . . . . . . . . . 34
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . .  . . . . . . . . . . . . 36

     [GRAPHIC OF TRIANGLE]

     THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT
     DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE
     OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.




AN OVERVIEW OF THE FUNDS

CALIFORNIA HIGH-YIELD MUNICIPAL FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The 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.

*  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.

*  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.

*  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.

*  NONDIVERSIFICATION RISK - The fund is classified as NONDIVERSIFIED. This
   gives the portfolio manager the flexibility to 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.

   [GRAPHIC OF TRIANGLE]

   A NONDIVERSIFIED FUND MAY INVEST A GREATER PERCENTAGE OF ITS ASSETS
   IN A SMALLER NUMBER OF SECURITIES THAN A DIVERSIFIED FUND.

*  PRINCIPAL LOSS - At any given time your shares may be worth less than the
   price you paid for them. In other words, 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
10.

   [GRAPHIC OF TRIANGLE]

   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.


- ------
2


CALIFORNIA LONG-TERM TAX-FREE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks safety of principal and high current income that is exempt from
federal and California income taxes.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The portfolio managers invest at least 80% of the fund's 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. The fund has the ability to invest up to
20% of its net assets in below investment-grade securities.

   [GRAPHIC OF TRIANGLE]

   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.

*  CALIFORNIA ECONOMIC RISK - The fund will be sensitive to events that
   affect California's economy.

*  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.

*  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.

*  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.

At any given time your shares may be worth less than the price you paid for
them. In other words, 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
12.

   [GRAPHIC OF TRIANGLE]

   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.


- ------
3


FUND PERFORMANCE HISTORY

CALIFORNIA HIGH-YIELD MUNICIPAL FUND
CALIFORNIA LONG-TERM TAX-FREE FUND

Annual Total Returns

The following bar charts show the performance of the funds' Investor Class
shares for each of the last 10 calendar years. They indicate the volatility of
the funds' historical returns from year to year. Account fees and sales charges,
if applicable, are not reflected in the charts below. If they had been included,
returns would be lower than those shown. The returns of the funds' other classes
of shares will differ from those shown in the charts, depending on the expenses
of those classes.

CALIFORNIA HIGH-YIELD MUNICIPAL FUND - INVESTOR CLASS(1)

(1)  AS OF SEPTEMBER 30, 2007, THE FUND'S YEAR-TO-DATE RETURN WAS 0.36%.

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

                                        HIGHEST                 LOWEST
- --------------------------------------------------------------------------------
California High-Yield Municipal         5.93% (3Q 2002)         -2.06% (4Q 1999)
- --------------------------------------------------------------------------------


- ------
4


CALIFORNIA LONG-TERM TAX-FREE FUND - INVESTOR CLASS(1)

(1)  AS OF SEPTEMBER 30, 2007, THE FUND'S YEAR-TO-DATE RETURN WAS 0.79%.

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

                                       HIGHEST                  LOWEST
- --------------------------------------------------------------------------------
California Long-Term Tax-Free          5.67% (3Q 2002)          -2.57% (2Q 1999)
- --------------------------------------------------------------------------------

Average Annual Total Returns

The following tables show the average annual total returns of the funds'
Investor Class shares calculated three different ways. Additional tables show
the average annual total returns of the funds' other share classes calculated
before the impact of taxes. Returns assume the deduction of all sales loads,
charges and other fees associated with a particular class. Your actual returns
may vary depending on the circumstances of your investment. Because the A, B and
C Classes of California Long-Term Tax-Free (which commenced operations September
28, 2007) do not have investment results for a full calendar year, they are not
included.

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 benchmarks are unmanaged indices that have no operating costs and are
included in the table for performance comparison. The Lehman Brothers Long-Term
Municipal Bond Index is composed of those securities included in the Lehman
Brothers Municipal Bond Index that have maturities greater than 22 years.


- ------
5


CALIFORNIA HIGH-YIELD MUNICIPAL FUND

INVESTOR CLASS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006    1 YEAR    5 YEARS    10 YEARS
- --------------------------------------------------------------------------------
Return Before Taxes                              5.78%     6.82%      6.50%
Return After Taxes on Distributions              5.78%     6.82%      6.43%
Return After Taxes on Distributions
   and Sale of Fund Shares                       5.46%     6.61%      6.32%
Lehman Brothers Long-Term                        6.82%     7.33%      6.80%
Municipal Bond Index
   (reflects no deduction
   for fees, expenses and taxes)
- --------------------------------------------------------------------------------

A CLASS
                                                                       LIFE OF
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006          1 YEAR          CLASS(1)
- --------------------------------------------------------------------------------
Return Before Taxes                                    0.78%           5.02%(2)
Lehman Brothers Long-Term                              6.82%           6.86%
Municipal Bond Index
   (reflects no deduction
   for fees, expenses and taxes)
- --------------------------------------------------------------------------------

(1)  THE INCEPTION DATE FOR THE A CLASS IS JANUARY 31, 2003. ONLY CLASSES
     WITH PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF
     CLASS.

(2)  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
                                                                       LIFE OF
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006          1 YEAR          CLASS(1)
- --------------------------------------------------------------------------------
Return Before Taxes                                    0.74%           4.81%(2)
Lehman Brothers Long-Term                              6.82%           6.86%
Municipal Bond Index
   (reflects no deduction
   for fees, expenses and taxes)
- --------------------------------------------------------------------------------

(1)  THE INCEPTION DATE FOR THE B CLASS IS JANUARY 31, 2003. ONLY CLASSES
     WITH PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF
     CLASS.

(2)  CLASS RETURNS WOULD HAVE BEEN LOWER IF SERVICE AND DISTRIBUTION FEES
     HAD NOT BEEN VOLUNTARILY WAIVED ON FEBRUARY 19, 2003.

C CLASS
                                                                       LIFE OF
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006          1 YEAR          CLASS(1)
- --------------------------------------------------------------------------------
Return Before Taxes                                    4.73%           5.53%(2)
Lehman Brothers Long-Term                              6.82%           6.86%
Municipal Bond Index
   (reflects no deduction
   for fees, expenses and taxes)
- --------------------------------------------------------------------------------

(1)  THE INCEPTION DATE FOR THE C CLASS IS JANUARY 31, 2003. ONLY CLASSES
     WITH PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF
     CLASS.

(2)  CLASS RETURNS WOULD HAVE BEEN LOWER IF SERVICE AND DISTRIBUTION FEES
     HAD NOT BEEN VOLUNTARILY WAIVED ON MARCH 4, 2003.


- ------
6


CALIFORNIA LONG-TERM TAX-FREE FUND

INVESTOR CLASS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006    1 YEAR    5 YEARS    10 YEARS
- --------------------------------------------------------------------------------
Return Before Taxes                              4.88%     5.08%      5.43%
Return After Taxes on Distributions              4.86%     5.01%      5.31%
Return After Taxes on Distributions
   and Sale of Fund Shares                       4.79%     5.01%      5.31%
Lehman Brothers Long-Term                        6.82%     7.33%      6.80%
Municipal Bond Index
   (reflects no deduction
   for fees, expenses and taxes)
- --------------------------------------------------------------------------------

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance (before and after taxes) does not predict how
a fund will perform in the future.

For current performance information, including yields, please call us or visit
americancentury.com.


- ------
7


FEES AND EXPENSES

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       A           B            C
                              CLASS          CLASS       CLASS        CLASS
- -------------------------------------------------------------------------------
Maximum Sales                 None           4.50%       None         None
Charge (Load)
Imposed on
Purchases
   (as a percentage
   of offering price)
- -------------------------------------------------------------------------------
Maximum Deferred              None           None(1)     5.00%(2)     1.00%(3)
Sales Charge (Load)
   (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               $25(4)         None        None         None
Maintenance Fee
- -------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                                    DISTRIBUTION                   TOTAL ANNUAL
                                    AND SERVICE                    FUND
                     MANAGEMENT     (12B-1)          OTHER         OPERATING
                     FEE(5)         FEES(6)          EXPENSES(7)   EXPENSES
- -------------------------------------------------------------------------------
California High-Yield Municipal Fund
  Investor Class     0.51%          None             0.01%         0.52%
- -------------------------------------------------------------------------------
  A Class            0.51%          0.25%            0.01%         0.77%
- -------------------------------------------------------------------------------
  B Class            0.51%          1.00%            0.01%         1.52%
- -------------------------------------------------------------------------------
  C Class            0.51%          1.00%            0.01%         1.52%
- -------------------------------------------------------------------------------
California Long-Term Tax-Free Fund
  Investor Class     0.48%          None             0.01%         0.49%
- -------------------------------------------------------------------------------
  A Class            0.48%          0.25%            0.01%         0.74%
- -------------------------------------------------------------------------------
  B Class            0.48%          1.00%            0.01%         1.49%
- -------------------------------------------------------------------------------
  C Class            0.48%          1.00%            0.01%         1.49%
- -------------------------------------------------------------------------------

(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 23, 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 Directly with American Century FOR MORE DETAILS.

(5)  THE FUNDS PAY THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
     ARRANGING ALL SERVICES NECESSARY FOR THE FUNDS TO OPERATE. THE FEE SHOWN IS
     BASED ON ASSETS DURING THE FUNDS' MOST RECENT FISCAL YEAR. THE FUNDS HAVE
     STEPPED FEE SCHEDULES. AS A RESULT, THE FUNDS' UNIFIED MANAGEMENT FEE RATES
     GENERALLY DECREASE AS FUND ASSETS INCREASE AND INCREASE AS FUND ASSETS
     DECREASE. FOR MORE INFORMATION ABOUT THE UNIFIED MANAGEMENT FEE, SEE The
     Investment Advisor UNDER Management.

(6)  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 Multiple Class Information AND Service, Distribution and
     Administrative Fees, PAGE 34.

(7)  OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUNDS' INDEPENDENT
     TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. OTHER EXPENSES ALSO
     INCLUDE FEES AND EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF
     INVESTMENT IN SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE
     EQUITY FUNDS OR OTHER POOLED INVESTMENT VEHICLES.


- ------
8


EXAMPLE

The examples in the tables 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 . . .

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

*  earn a 5% return each year

*  incur the same operating expenses as shown above

.. . . your cost of investing in the fund would be:

                         1 YEAR         3 YEARS         5 YEARS         10 YEARS
- --------------------------------------------------------------------------------
California High-Yield Municipal Fund
  Investor Class           $53            $167            $291            $653
- --------------------------------------------------------------------------------
  A Class                  $525           $685            $859            $1,362
- --------------------------------------------------------------------------------
  B Class                  $555           $781            $930            $1,609
- --------------------------------------------------------------------------------
  C Class                  $155           $481            $830            $1,811
- --------------------------------------------------------------------------------
California Long-Term Tax-Free Fund
  Investor Class           $50            $157            $275            $617
- --------------------------------------------------------------------------------
  A Class                  $522           $676            $843            $1,327
- --------------------------------------------------------------------------------
  B Class                  $552           $772            $914            $1,576
- --------------------------------------------------------------------------------
  C Class                  $152           $472            $814            $1,778
- --------------------------------------------------------------------------------

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
- --------------------------------------------------------------------------------
California High-Yield Municipal Fund
  Investor Class           $53            $167            $291            $653
- --------------------------------------------------------------------------------
  A Class                  $525           $685            $859            $1,362
- --------------------------------------------------------------------------------
  B Class                  $155           $481            $830            $1,609
- --------------------------------------------------------------------------------
  C Class                  $155           $481            $830            $1,811
- --------------------------------------------------------------------------------
California Long-Term Tax-Free Fund
  Investor Class           $50            $157            $275            $617
- --------------------------------------------------------------------------------
  A Class                  $522           $676            $843            $1,327
- --------------------------------------------------------------------------------
  B Class                  $152           $472            $814            $1,576
- --------------------------------------------------------------------------------
  C Class                  $152           $472            $814            $1,778
- --------------------------------------------------------------------------------


- ------
9


OBJECTIVES, STRATEGIES AND RISKS

CALIFORNIA HIGH-YIELD MUNICIPAL FUND

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. The fund may change this 80% policy only upon 60 days' prior
written notice to shareholders. 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.

     [GRAPHIC OF TRIANGLE]

     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 the fund 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 objective 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.


- ------
10


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 14 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.

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. The fund may have a higher level of
risk 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 the 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.

The use of derivative instruments involves risks different from, or possibly
greater than, the risks associated with investing directly in securities and
other traditional instruments. Derivatives are subject to a number of risks
including, liquidity, interest rate, market, and credit risk. They also involve
the risk of mispricing or improper valuation, the risk that changes in the value
of the derivative may not correlate perfectly with the underlying asset, rate or
index, and the risk of default or bankruptcy of the other party to the swap
agreement. Gains or losses involving some futures, options, and other
derivatives may be substantial - in part because a relatively small price
movement in these securities may result in an immediate and substantial gain or
loss for the fund.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.


- ------
11


CALIFORNIA LONG-TERM TAX-FREE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

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 OBJECTIVE?

The portfolio managers primarily buy QUALITY debt securities, and will invest at
least 80% of the fund's assets in debt securities with interest payments exempt
from federal and California income taxes. The fund may change this 80% policy
only upon 60 days' prior written notice to shareholders. 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.

     [GRAPHIC OF TRIANGLE]

     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
     FUND'S CREDIT QUALITY STANDARDS ARE DESCRIBED IN THE STATEMENT OF
     ADDITIONAL INFORMATION.

     [GRAPHIC OF TRIANGLE]

     MUNICIPALITIES INCLUDE STATES, CITIES, COUNTIES, INCORPORATED
     TOWNSHIPS, THE DISTRICT OF COLUMBIA AND U.S. TERRITORIES AND
     POSSESSIONS. THEY CAN ISSUE PRIVATE ACTIVITY BONDS AND PUBLIC
     PURPOSE BONDS.

The fund will typically invest in California municipal securities with
maturities of seven or more years. Under normal market conditions, the fund will
maintain a weighted average maturity of ten or more years.

Although the fund invests primarily in investment-grade securities, up to 20% of
the value of the fund's net assets may be invested in below investment-grade
securities (BB and below). The fund may also invest in securities which, while
not rated, are determined by the portfolio managers to be of comparable credit
quality to those rated below investment-grade.

Although not historically part of the core strategy of the fund and unlikely to
occur in the future, the portfolio managers are permitted to invest up to 20% of
the fund's assets in quality debt securities with interest payments that are
subject to federal income tax, California income tax and/or the federal
alternative minimum tax.

The fund 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 fund may purchase securities in advance to generate additional
income.

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 objectives.

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.


- ------
12


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?

When interest rates change, the fund's share value will be affected. Generally,
when interest rates rise, the fund's share value will decline. The opposite is
true when interest rates decline. Funds with longer WEIGHTED AVERAGE MATURITIES
are more sensitive to interest rate changes.

     [GRAPHIC OF TRIANGLE]

     WEIGHTED AVERAGE MATURITY IS DESCRIBED IN MORE DETAIL
     UNDER Basics of Fixed-Income Investing.

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.

The fund may invest all of its assets in securities rated in the lowest
investment-grade category (for example, Baa or BBB). The issuers of these
securities are more likely to pose a credit risk, that is, to have problems
making interest and principal payments, than issuers of higher-rated securities.
The fund may also invest part of its assets in securities rated below
investment-grade or that are unrated. By definition, the issuers of many of
these securities may have problems making interest and principal payments. Below
investment-grade municipal bonds are vulnerable to real or perceived changes in
the business climate and can be less liquid and more volatile.

There is no guarantee that all of the fund's income will be exempt from federal
or state income taxes. The portfolio managers are permitted to invest up to 20%
of the fund's assets in debt securities with interest payments that are subject
to federal income tax, California income tax and/or the federal alternative
minimum tax. In addition, 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.

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 less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.


- ------
13


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

*  determining which debt securities help a fund meet its maturity
   requirements

*  identifying debt securities that satisfy a fund's credit quality standards

*  evaluating current economic conditions and assessing the risk of inflation

*  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.


- ------
14


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 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.


- ------
15


MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Trustees, investment advisor and fund management team 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 portfolio of the funds
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 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 class of
shares of the funds. The management fee is calculated daily and paid monthly in
arrears. Out of the funds' fee, the advisor pays 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 funds' 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.

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 the funds (the "Category Fee")
and (ii) the assets of all the funds in the American Century family of funds
(the "Complex Fee"). The statement of additional information contains detailed
information about the calculation of the management fee.

MANAGEMENT FEES PAID
BY THE FUNDS TO THE
ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS
FOR THE FISCAL YEAR                 INVESTOR       A          B          C
ENDED AUGUST 31, 2007               CLASS          CLASS      CLASS      CLASS
- --------------------------------------------------------------------------------
California High-Yield Municipal     0.51%          0.51%      0.51%      0.51%
- --------------------------------------------------------------------------------
California Long-Term Tax-Free       0.48%          N/A(1)     N/A(1)     N/A(1)
- --------------------------------------------------------------------------------

(1)  THE A, B AND C CLASSES OF CALIFORNIA LONG-TERM TAX-FREE DID NOT
     COMMENCE OPERATIONS UNTIL SEPTEMBER 28, 2007. EACH CLASS WILL PAY THE
     ADVISOR A UNIFIED MANAGEMENT FEE CALCULATED BY ADDING THE APPROPRIATE
     INVESTMENT CATEGORY AND COMPLEX FEES FROM THE FOLLOWING SCHEDULES:


- ------
16


Investment Category Fee Schedule
for California Long-Term Tax-Free             Complex Fee Schedule
- ----------------------------------------      ---------------------------------
CATEGORY ASSETS        FEE RATE               COMPLEX ASSETS           FEE RATE
- ----------------------------------------      ---------------------------------
First $1 billion       0.2800%                First $2.5 billion       0.3100%
- ----------------------------------------      ---------------------------------
Next $1 billion        0.2280%                Next $7.5 billion        0.3000%
- ----------------------------------------      ---------------------------------
Next $3 billion        0.1980%                Next $15 billion         0.2985%
- ----------------------------------------      ---------------------------------
Next $5 billion        0.1780%                Next $25 billion         0.2970%
- ----------------------------------------      ---------------------------------
Next $15 billion       0.1650%                Next $25 billion         0.2870%
- ----------------------------------------      ---------------------------------
Next $25 billion       0.1630%                Next $25 billion         0.2800%
- ----------------------------------------      ---------------------------------
Thereafter             0.1625%                Next $25 billion         0.2700%
- ----------------------------------------      ---------------------------------
                                              Next $25 billion         0.2650%
                                              ---------------------------------
                                              Next $25 billion         0.2600%
                                              ---------------------------------
                                              Next $25 billion         0.2550%
                                              ---------------------------------
                                              Thereafter               0.2500%
                                              ---------------------------------

A discussion regarding the basis for the Board of Trustees' approval of the
funds' investment advisory contract with the advisor is available in the funds'
reports to shareholders dated August 31, 2007.

THE FUND MANAGEMENT TEAMS

The advisor uses teams of portfolio managers and analysts, organized by broad
investment categories such as money markets, corporate bonds, government bonds
and municipal bonds, in its management of fixed-income funds. Representatives of
these teams serve on the firm's Macro Strategy Team, which is responsible for
periodically adjusting the fund's strategic investment parameters based on
economic and market conditions. The fund's lead portfolio manager is responsible
for security selection and portfolio construction for the fund within these
strategic parameters, 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.

The individuals listed below are primarily responsible for the day-to-day
management of the funds described in this prospectus.

California High-Yield Municipal

STEVEN M. PERMUT (LEAD PORTFOLIO MANAGER AND MACRO STRATEGY TEAM REPRESENTATIVE)

Mr. Permut, Senior Vice President and Senior Portfolio Manager, has been a
member of the team since joining American Century in June 1987. He 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.

California Long-Term Tax-Free

G. DAVID MACEWEN (LEAD PORTFOLIO MANAGER)

Mr. MacEwen, Chief Investment Officer - Fixed Income, has been a member of the
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.


- ------
17


STEVEN M. PERMUT (MACRO STRATEGY TEAM REPRESENTATIVE)

Mr. Permut, Senior Vice President and Senior Portfolio Manager, has been a
member of the team since July 2001. 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 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.


- ------
18


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 a Full Services Option 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.

     [GRAPHIC OF TRIANGLE]

     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.)

*  American Century's bank information: Commerce Bank N.A., Routing No.
   101000019, Account No. 2804918

*  Your American Century account number and fund name

*  Your name

NEW INVESTORS: To make a wire purchase into a new account, please complete an
application prior to wiring money.


- ------
19


WAYS TO MANAGE YOUR ACCOUNT

ONLINE
- --------------------------------------------------------------------------------
americancentury.com

OPEN AN ACCOUNT: If you are a current or new investor, you can open an account
by completing and submitting our online application. Current investors also can
open an account by exchanging shares from another American Century account.

EXCHANGE SHARES: Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS: Make an additional investment into an established
American Century account if you have authorized us to invest from your bank
account.

SELL SHARES*: Redeem shares and proceeds will be electronically transferred to
your authorized bank account.

* ONLINE REDEMPTIONS UP TO $25,000 PER DAY.

IN PERSON
- --------------------------------------------------------------------------------
If you prefer to handle your transactions in person, visit one of our Investor
Centers and a representative can help you open an account, make additional
investments, and sell or exchange shares.

* 4500 Main Street, Kansas City, Missouri - 8 a.m. to 5 p.m., Monday - Friday

* 4917 Town Center Drive, Leawood, Kansas - 8 a.m. to 5 p.m., Monday - Friday,
  8 a.m. to noon, Saturday

* 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 AND NOT-FOR-PROFIT: 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 $50 per month 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.


- ------
20


INVESTING THROUGH A FINANCIAL INTERMEDIARY

The funds' A, B and C Classes are intended for persons purchasing shares through
FINANCIAL INTERMEDIARIES that provide various administrative and distribution
services. The funds are not available for employer-sponsored retirement plans.
For more information regarding plan types, please see BUYING AND SELLING FUND
SHARES in the statement of additional information.

     [GRAPHIC OF TRIANGLE]

     FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS,
     INSURANCE COMPANIES AND FINANCIAL PROFESSIONALS.

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                    Purchases generally limited to
for long-term investors                       investors whose aggregate
                                              investments in American Century
                                              funds are less than $50,000;
                                              generally offered through
                                              financial intermediaries(3)
- --------------------------------------------------------------------------------

C CLASS
- --------------------------------------------------------------------------------
No initial sales charge
- --------------------------------------------------------------------------------
Contingent deferred sales charge on redemptions within 12 months
- --------------------------------------------------------------------------------
12b-1 fee of 1.00%
- --------------------------------------------------------------------------------
No conversion feature
- --------------------------------------------------------------------------------
Purchases generally limited to investors whose aggregate
investments in American Century funds are 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.

(3)  INVESTORS IN SIMPLE IRA PLANS, SEP IRA PLANS AND SARSEP PLANS
     ESTABLISHED PRIOR TO AUGUST 1, 2006, MAY MAKE ADDITIONAL PURCHASES IN
     CALIFORNIA HIGH-YIELD MUNICIPAL FUND ONLY.

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.


- ------
21


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 FINANCIAL
                           SALES CHARGE      SALES CHARGE       PROFESSIONAL
                           AS A % OF         AS A % OF NET      AS A % OF
PURCHASE AMOUNT            OFFERING PRICE    AMOUNT INVESTED    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%
- --------------------------------------------------------------------------------
$4,000,000 - $9,999,999    0.00%             0.00%              0.50%
- --------------------------------------------------------------------------------
$10,000,000 or more        0.00%             0.00%              0.25%
- --------------------------------------------------------------------------------

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. If you
hold assets among multiple intermediaries, it is your responsibility to inform
your intermediary and/or American Century at the time of purchase of any
accounts to be aggregated.

You and your immediate family (your spouse and your children under the age of
21) may combine investments in any share class of any American Century fund
(excluding 529 account assets and certain assets in money market accounts) 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:

*  Certain trust accounts

*  Solely controlled business accounts

*  Single-participant retirement plans

*  Endowments or foundations established and controlled by you or an
   immediate family member

For purposes of aggregation, only investments made through individual-level
accounts may be combined. Assets held in multiple participant employer-sponsored
retirement plans may be aggregated at a plan level.

CONCURRENT PURCHASES. You may combine simultaneous purchases in any share class
of any American Century fund to qualify for a reduced A Class sales charge.

RIGHTS OF ACCUMULATION. You may take into account the current value of your
existing holdings, less any commissionable shares in the money market funds, in
any share class of any American Century fund to qualify for a reduced A Class
sales charge.


- ------
22


LETTER OF INTENT. A Letter of Intent allows you to combine all non-money market
fund purchases of any share class of any American Century fund you intend to
make over a 13-month period to determine the applicable sales charge. At your
request, existing holdings may be combined with new purchases and sales charge
amounts may be adjusted for purchases made within 90 days prior to our receipt
of the Letter of Intent. Capital appreciation, capital gains and reinvested
dividends earned during the Letter of Intent period do not apply toward its
completion. 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:

*  Purchases by registered representatives and other employees of certain
   financial intermediaries (and their immediate family members) having selling
   agreements with the advisor or distributor

*  Broker-dealer sponsored wrap program accounts and/or fee-based accounts
   maintained for clients of certain financial intermediaries who have entered
   into selling agreements with American Century

*  Present or former officers, directors and employees (and their families)
   of American Century

*  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 funds'
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) within 31 days after the eight-year
anniversary of the purchase date.

American Century generally limits purchases of B Class shares to investors whose
aggregate investments in American Century funds are less than $50,000. However,
it is your responsibility to inform your financial intermediary and/or American
Century at the time of purchase of any accounts to be aggregated, including
investments in any share class of any American Century fund (excluding 529
account assets and certain assets in money market accounts) in accounts held by
you and your immediate family members (your spouse and children under the age of
21). Once you reach this limit, you should work with your financial intermediary
to determine what share class is most appropriate for additional purchases.


- ------
23


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 funds' 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.

American Century generally limits purchases of C Class shares to investors whose
aggregate investments in American Century funds are less than $1,000,000.
However, it is your responsibility to inform your financial intermediary and/or
American Century at the time of purchase of any accounts to be aggregated,
including investments in any share class of any American Century fund (excluding
529 account assets and certain assets in money market accounts) in accounts held
by you and your immediate family members (your spouse and children under the age
of 21). Once you reach this limit, you should work with your financial
intermediary to determine what share class is most appropriate for additional
purchases.

CALCULATION OF CONTINGENT DEFERRED SALES CHARGE (CDSC)

To minimize the amount of the CDSC you may pay when you redeem shares, the funds
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:

*  redemptions through systematic withdrawal plans not exceeding annually:

   *  12% of the lesser of the original purchase cost or current market value
      for A Class shares

   *  12% of the original purchase cost for B Class shares

   *  12% of the lesser of the original purchase cost or current market value
      for C Class shares

*  distributions from IRAs due to attainment of age 59-1/2 for A and C Class
   shares

*  required minimum distributions from retirement accounts upon reaching age
   70-1/2

*  tax-free returns of excess contributions to IRAs

*  redemptions due to death or post-purchase disability

*  exchanges, unless the shares acquired by exchange are redeemed within the
   original CDSC period

*  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 fund at the
then-current net asset value without paying an initial sales charge. At your
request, 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


- ------
24


funds' transfer agent in writing at the time of the reinvestment to take
advantage of this privilege, and you may use it only once per account. This
privilege applies only if the new account is owned by the original account
owner.

EXCHANGING SHARES

You may exchange shares of the funds for shares of the same class of another
American Century fund without a sales charge if you meet the following criteria:

*  The exchange is for a minimum of $100

*  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 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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

*  trading restrictions

In addition, your financial intermediary may charge a transaction fee for the
purchase or sale of fund shares. Those charges are retained by the financial
intermediary and are not shared with American Century or the funds. Please
contact your financial intermediary for a complete description of its policies.
Copies of the funds' annual reports, semiannual reports and statement of
additional information are available from your financial intermediary.

The funds have authorized certain financial intermediaries to accept orders on
the funds' behalf. American Century has selling agreements with these financial
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 financial intermediary on the funds' 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 selling agreement, they will be priced at the net asset
value next determined after your request is received in the form required by the
financial intermediary.

SEE ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT FOR MORE INFORMATION ABOUT
INVESTING WITH US.


- ------
25


ADDITIONAL POLICIES AFFECTING YOUR INVESTMENT

ELIGIBILITY FOR INVESTOR CLASS SHARES

The funds' Investor Class shares are available for purchase through financial
intermediaries in the following types of accounts:

*  broker-dealer sponsored fee-based wrap programs or other fee-based
   advisory accounts

*  insurance products and bank/trust products where fees are being charged

The funds' Investor Class shares also are available for purchase directly from
American Century by:

*  shareholders who held any account directly with American Century as of
   September 28, 2007, and have continuously maintained such account (this
   includes anyone listed in the registration of an account, such as joint
   owners, trustees or custodians, and the immediate family members of such
   persons)

*  current or retired employees of American Century and their immediate
   family members, and trustees of the fund

Investors may be required to demonstrate eligibility to purchase Investor Class
shares of the funds before an investment is accepted. Each fund reserves the
right, when in the judgment of American Century it is not adverse to the fund's
interest, to permit all or only certain types of investors to open new accounts
in the fund, to impose further restrictions, or to close the fund to any
additional investments, all without notice.

MINIMUM INITIAL INVESTMENT AMOUNTS

Unless otherwise specified below, the minimum initial investment amount to open
an account is $5,000. Financial intermediaries may open an account with $250,
but may require their clients to meet different investment minimums. See
INVESTING THROUGH A FINANCIAL INTERMEDIARY for more information. The funds are
not available for employer-sponsored retirement plans.

- --------------------------------------------------------------------------------
Broker-dealer sponsored wrap program
accounts and/or fee-based accounts                                  No minimum
- --------------------------------------------------------------------------------
Coverdell Education Savings Account (CESA)                          $5,000(1)(2)
- --------------------------------------------------------------------------------

(1)  THE MINIMUM INITIAL INVESTMENT FOR FINANCIAL INTERMEDIARIES IS $250.
     FINANCIAL INTERMEDIARIES MAY HAVE DIFFERENT MINIMUMS FOR THEIR CLIENTS.

(2)  TO ESTABLISH A CESA, YOU MUST EXCHANGE FROM ANOTHER AMERICAN CENTURY
     CESA OR ROLL OVER A MINIMUM OF $5,000, IN ORDER TO MEET THE FUNDS' MINIMUM.

SUBSEQUENT PURCHASES

There is a $50 minimum for subsequent purchases. See WAYS TO MANAGE YOUR ACCOUNT
for more information about making additional investments directly with American
Century. However, there is no subsequent purchase minimum for financial
intermediaries, but financial intermediaries may require their clients to meet
different subsequent purchase requirements.

LIMITATIONS ON SALE

As of the date of this prospectus, the funds are registered for sale only in the
following states and territories: Arizona, California, Colorado, District of
Columbia (California Long-Term Tax-Free only), Florida, Hawaii, Idaho
(California High-Yield Municipal only), Montana (California High-Yield Municipal
only), New Mexico, Nevada, New York, Oregon, Texas, Utah, Washington, the Virgin
Islands and Guam.


- ------
26


REDEMPTIONS

If you sell B, C or, in certain cases, A Class shares, you may pay a sales
charge, depending on how long you have held your shares, as described above.
Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order.

     [GRAPHIC OF TRIANGLE]

     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. 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 ACCOUNTS BELOW MINIMUM

If your account balance falls below the minimum initial investment amount for
any reason other than as a result of market fluctuation, American Century
reserves the right to redeem the shares in the account and send the proceeds to
your address of record. Prior to doing so, we will notify you and give you 90
days to meet the minimum. Please note that shares redeemed in this manner may be
subject to a sales charge if held less than the applicable time period. You also
may incur tax liability as a result of the redemption.

SIGNATURE GUARANTEES

A signature guarantee - which is different from a notarized signature - is a
warranty that the signature presented is genuine. We may require a signature
guarantee for the following transactions.

*  You have chosen to conduct business in writing only and would like to
   redeem over $100,000.


- ------
27


*  Your redemption or distribution check, Check-A-Month or automatic
   redemption is made payable to someone other than the account owners.

*  Your redemption proceeds or distribution amount is sent by EFT (ACH or
   wire) to a destination other than your personal bank account.

*  You are transferring ownership of an account over $100,000.

*  You change your address and request a redemption over $100,000 within 15
   days.

*  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.


- ------
28


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

*  within seven days of the purchase, or

*  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. American Century monitors aggregate trades placed in omnibus
accounts and works with financial intermediaries to identify shareholders
engaging in abusive trading practices and impose restrictions to discourage such
practices. Because American Century relies on financial intermediaries to
provide information and impose restrictions, our ability to monitor and
discourage abusive trading practices in omnibus accounts may be dependent upon
the intermediaries' timely performance of such duties.

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.


- ------
29


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.

Each 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 as determined in good faith
by the fund's board or its designee, in accordance with procedures adopted by
the fund's board. Circumstances that may cause the fund to use alternate
procedures to 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.


- ------
30


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. Each 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.

     [GRAPHIC OF TRIANGLE]

     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.


- ------
31


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.

California High-Yield Municipal 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 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

*  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.

*  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.

*  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.

     [GRAPHIC OF TRIANGLE]

     QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM THE
     STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT THE
     FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD.

For capital gains and for income distributions designated as qualified dividend
income, the following rates apply:

                                        TAX RATE FOR 10%     TAX RATE FOR
TYPE OF DISTRIBUTION                    AND 15% BRACKETS     ALL OTHER BRACKETS
- --------------------------------------------------------------------------------
Short-term capital gains                Ordinary Income      Ordinary Income
- --------------------------------------------------------------------------------
Long-term capital gains (> 1 year)
and Qualified Dividend Income           5%                   15%
- --------------------------------------------------------------------------------


- ------
32


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.


- ------
33


MULTIPLE CLASS INFORMATION

American Century offers the following classes of shares of the funds: A Class, B
Class, C Class and Investor Class.

The classes have 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 funds' assets, which do not vary by
class. Different fees and expenses will affect performance.

Except as described below, all classes of shares of the funds have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the classes are (a) each class may be
subject to different expenses specific to that class; (b) each class has a
different identifying designation or name; (c) each class has exclusive voting
rights with respect to matters solely affecting such class; (d) each class may
have different exchange privileges; and (e) the B Class provides for automatic
conversion from that class into shares of the A Class of the same fund after
eight years.

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 funds to pay annual fees of 0.25%
for A Class and 1.00% for B and C Classes to the distributor for distribution
and individual shareholder services, including past distribution services. The
distributor pays all or a portion of such fees to the financial intermediaries
that make the classes available. Because these fees may be used to pay for
services that are not related to prospective sales of the funds, 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 funds' assets on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than paying 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.


- ------
34


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 to intermediaries for various additional
services, other expenses and/or the intermediaries' distribution of the fund out
of their profits or other available sources. Such payments may be made for one
or more of the following: (1) distribution, which may 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 financial
intermediaries for their sales activities, as well as the opportunity for the
funds to be made available by such intermediaries; (2) shareholder services,
such as providing individual and custom investment advisory services to clients
of the financial intermediaries; 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 educating them about the funds and helping
defray the 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.


- ------
35


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 period. They also show the
changes in share price for this period in comparison to changes over the last
five fiscal years (or a shorter period, if the share class is not five years
old). Because the A, B and C Class shares of California Long-Term Tax-Free were
not in operation as of the most recently ended fiscal period, financial
highlights are not available for those classes.

On a per-share basis, the tables include as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to investors

*  share price at the end of the period

The tables also include some key statistics for the period as appropriate

*  TOTAL RETURN - the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  EXPENSE RATIO - the operating expenses of the fund as a percentage of
   average net assets

*  NET INCOME RATIO - the net investment income of the fund as a percentage
   of average net assets

*  PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
   that is replaced during the period

The Financial Highlights for the year ended August 31, 2007 and prior, that
follow, have been audited by PricewaterhouseCoopers LLP, independent registered
public accounting firm. The Report of Independent Registered Public Accounting
Firm and the financial statements are included in the funds' annual reports,
which is available upon request.


- ------
36


CALIFORNIA HIGH-YIELD MUNICIPAL FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31

                                2007      2006      2005       2004      2003
- ---------------------------------------------------------------------------------
PER-SHARE DATA
- ---------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period             $10.25    $10.36    $9.93      $9.65     $9.84
                                -------------------------------------------------
Income From
Investment Operations
   Net Investment Income (Loss) 0.48      0.49      0.51       0.52      0.52

   Net Realized and
   Unrealized Gain (Loss)       (0.35)    (0.11)    0.43       0.28      (0.19)
                                -------------------------------------------------
   Total From
   Investment Operations        0.13      0.38      0.94       0.80      0.33
                                -------------------------------------------------
Distributions
   From Net Investment Income   (0.48)    (0.49)    (0.51)     (0.52)    (0.52)
                                -------------------------------------------------
Net Asset Value, End of Period  $9.90     $10.25    $10.36     $9.93     $9.65
                                =================================================

TOTAL RETURN(1)                 1.22%     3.80%     9.65%      8.48%     3.35%

RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets           0.52%     0.52%     0.52%      0.53%     0.54%

Ratio of Net Investment Income
(Loss) to Average Net Assets    4.70%     4.80%     4.99%      5.30%     5.24%

Portfolio Turnover Rate         17%       25%       13%        19%       30%

Net Assets, End of Period
(in thousands)                  $467,477  $406,063  $377,534   $332,434  $334,032
- ---------------------------------------------------------------------------------

(1)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY. THE TOTAL RETURN OF THE CLASSES MAY NOT
     PRECISELY REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF
     CALCULATING THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES
     WERE CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD
     MORE CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET
     ASSET VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC
     GUIDELINES AND DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE
     CLASS AND ANOTHER.


- ------
37


CALIFORNIA HIGH-YIELD MUNICIPAL FUND
A Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 (EXCEPT AS NOTED)

                                 2007      2006     2005     2004     2003(1)
- ------------------------------------------------------------------------------
PER-SHARE DATA
- ------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period              $10.25    $10.36   $9.93    $9.65    $9.79
                                 ---------------------------------------------
Income From
Investment Operations
   Net Investment Income (Loss)  0.46      0.46     0.48     0.50     0.29

   Net Realized and
   Unrealized Gain (Loss)        (0.35)    (0.11)   0.43     0.28     (0.14)
                                 ---------------------------------------------
   Total From
   Investment Operations         0.11      0.35     0.91     0.78     0.15
                                 ---------------------------------------------
Distributions
   From Net Investment Income    (0.46)    (0.46)   (0.48)   (0.50)   (0.29)
                                 ---------------------------------------------
Net Asset Value, End of Period   $9.90     $10.25   $10.36   $9.93    $9.65
                                 =============================================

TOTAL RETURN(2)                  0.97%     3.54%    9.38%    8.21%    1.48%

RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets            0.77%     0.77%    0.77%    0.78%    0.78%(3)

Ratio of Net Investment Income
(Loss) to Average Net Assets     4.45%     4.55%    4.74%    5.05%    5.04%(3)

Portfolio Turnover Rate          17%       25%      13%      19%      30%(4)

Net Assets, End of Period
(in thousands)                   $147,314  $90,421  $39,608  $11,499  $1,286
- ------------------------------------------------------------------------------

(1)  JANUARY 31, 2003 (COMMENCEMENT OF SALE) THROUGH AUGUST 31, 2003.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY, AND DOES NOT INCLUDE ANY APPLICABLE SALES
     CHARGES. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.
     THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY REFLECT THE CLASS EXPENSE
     DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING THE NET ASSET VALUES TO
     TWO DECIMAL PLACES. IF NET ASSET VALUES WERE CALCULATED TO THREE DECIMAL
     PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE CLOSELY REFLECT THE CLASS
     EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET VALUES TO TWO DECIMAL
     PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND DOES NOT RESULT IN ANY
     GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(3)  ANNUALIZED.

(4)  PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
     INDICATED WAS CALCULATED FOR THE YEAR ENDED AUGUST 31, 2003.


- ------
38


CALIFORNIA HIGH-YIELD MUNICIPAL FUND
B Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 (EXCEPT AS NOTED)

                                   2007     2006     2005     2004     2003(1)
- --------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period                $10.25   $10.36   $9.93    $9.65    $9.79
                                  ----------------------------------------------
Income From
Investment Operations
   Net Investment Income (Loss)    0.38     0.39     0.40     0.42     0.25

   Net Realized and
   Unrealized Gain (Loss)          (0.35)   (0.11)   0.43     0.28     (0.14)
                                  ----------------------------------------------
   Total From
   Investment Operations           0.03     0.28     0.83     0.70     0.11
                                  ----------------------------------------------
Distributions
   From Net Investment Income      (0.38)   (0.39)   (0.40)   (0.42)   (0.25)
                                  ----------------------------------------------
Net Asset Value, End of Period     $9.90    $10.25   $10.36   $9.93    $9.65
                                  ==============================================

TOTAL RETURN(2)                    0.22%    2.77%    8.57%    7.40%    1.05%

RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets              1.52%    1.52%    1.52%    1.53%    1.53%(3)

Ratio of Net Investment Income
(Loss) to Average Net Assets       3.70%    3.80%    3.99%    4.30%    4.43%(3)

Portfolio Turnover Rate            17%      25%      13%      19%      30%(4)

Net Assets, End of Period
(in thousands)                     $1,454   $1,263   $1,158   $866     $352
- --------------------------------------------------------------------------------

(1)  JANUARY 31, 2003 (COMMENCEMENT OF SALE) THROUGH AUGUST 31, 2003.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY, AND DOES NOT INCLUDE ANY APPLICABLE SALES
     CHARGES. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.
     THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY REFLECT THE CLASS EXPENSE
     DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING THE NET ASSET VALUES TO
     TWO DECIMAL PLACES. IF NET ASSET VALUES WERE CALCULATED TO THREE DECIMAL
     PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE CLOSELY REFLECT THE CLASS
     EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET VALUES TO TWO DECIMAL
     PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND DOES NOT RESULT IN ANY
     GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(3)  ANNUALIZED.

(4)  PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
     INDICATED WAS CALCULATED FOR THE YEAR ENDED AUGUST 31, 2003.


- ------
39


CALIFORNIA HIGH-YIELD MUNICIPAL FUND
C Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31 (EXCEPT AS NOTED)

                                  2007     2006     2005     2004    2003(1)
- ------------------------------------------------------------------------------
PER-SHARE DATA
- ------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period               $10.25   $10.36   $9.93    $9.65   $9.79
                                 ---------------------------------------------
Income From
Investment Operations
   Net Investment Income (Loss)   0.38     0.39     0.40     0.43    0.26
   Net Realized and
   Unrealized Gain (Loss)         (0.35)   (0.11)   0.43     0.28    (0.14)
                                 ---------------------------------------------
   Total From
   Investment Operations          0.03     0.28     0.83     0.71    0.12
                                 ---------------------------------------------
Distributions
   From Net Investment Income     (0.38)   (0.39)   (0.40)   (0.43)  (0.26)
                                 ---------------------------------------------
Net Asset Value, End of Period    $9.90    $10.25   $10.36   $9.93   $9.65
                                 =============================================

TOTAL RETURN(2)                   0.22%    2.76%    8.56%    7.49%   1.22%

RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets             1.52%    1.52%    1.52%    1.48%   1.28%(3)

Ratio of Net Investment Income
(Loss) to Average Net Assets      3.70%    3.80%    3.99%    4.35%   4.59%(3)

Portfolio Turnover Rate           17%      25%      13%      19%     30%(4)

Net Assets, End of Period
(in thousands)                    $42,125  $31,276  $17,499  $7,416  $2,681
- ------------------------------------------------------------------------------

(1)  JANUARY 31, 2003 (COMMENCEMENT OF SALE) THROUGH AUGUST 31, 2003.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY, AND DOES NOT INCLUDE ANY APPLICABLE SALES
     CHARGES. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.
     THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY REFLECT THE CLASS EXPENSE
     DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING THE NET ASSET VALUES TO
     TWO DECIMAL PLACES. IF NET ASSET VALUES WERE CALCULATED TO THREE DECIMAL
     PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE CLOSELY REFLECT THE CLASS
     EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET VALUES TO TWO DECIMAL
     PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND DOES NOT RESULT IN ANY
     GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(3)  ANNUALIZED.

(4)  PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
     INDICATED WAS CALCULATED FOR THE YEAR ENDED AUGUST 31, 2003.


- ------
40


CALIFORNIA LONG-TERM TAX-FREE FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED AUGUST 31

                                  2007       2006       2005       2004       2003
- --------------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period               $11.36     $11.78     $11.69     $11.43     $11.75
                                  ----------------------------------------------------
Income From
Investment Operations
   Net Investment Income (Loss)   0.51       0.51       0.52       0.51       0.53

   Net Realized and
   Unrealized Gain (Loss)         (0.36)     (0.19)     0.09       0.26       (0.32)
                                  ----------------------------------------------------
   Total From
   Investment Operations          0.15       0.32       0.61       0.77       0.21
                                  ----------------------------------------------------
Distributions
   From Net Investment Income     (0.51)     (0.51)     (0.52)     (0.51)     (0.53)

   From Net Realized Gains        (0.02)     (0.23)     -          -(1)       -
                                  ----------------------------------------------------
   Total Distributions            (0.53)     (0.74)     (0.52)     (0.51)     (0.53)
                                  ----------------------------------------------------
Net Asset Value, End of Period    $10.98     $11.36     $11.78     $11.69     $11.43
                                  ====================================================

TOTAL RETURN(2)                   1.24%      2.89%      5.38%      6.83%      1.81%

RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets             0.49%      0.49%      0.49%      0.50%      0.51%

Ratio of Net Investment Income
(Loss) to Average Net Assets      4.48%      4.46%      4.40%      4.39%      4.54%

Portfolio Turnover Rate           18%        33%        36%        19%        23%

Net Assets, End of Period
(in thousands)                    $442,058   $446,000   $475,954   $468,891   $497,165
- --------------------------------------------------------------------------------------

(1)  PER-SHARE AMOUNT WAS LESS THAN $0.005.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY.


- ------
41


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, by
contacting American Century at the addresses or telephone numbers listed below
or by contacting your financial intermediary.

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     * EDGAR database at sec.gov
                    * 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 the funds in
any state, territory, or other jurisdiction where the funds' 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.

                                                                       NEWSPAPER
FUND REFERENCE                              FUND CODE      TICKER      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
- --------------------------------------------------------------------------------
California Long-Term Tax-Free Fund
  Investor Class                            932            BCLTX       CaLgTF
- --------------------------------------------------------------------------------

  A Class                                   162            ALTAX       CaLgTF
- --------------------------------------------------------------------------------
  B Class                                   362            ALQBX       CaLgTF
- --------------------------------------------------------------------------------
  C Class                                   632            ALTCX       CaLgTF
- --------------------------------------------------------------------------------

Investment Company Act File No. 811-3706

AMERICAN CENTURY INVESTMENTS
americancentury.com
                                   Banks and Trust Companies, Broker-Dealers,
Self-Directed Retail Investors     Financial Professionals, Insurance Companies
P.O. Box 419200                    P.O. Box 419786
Kansas City, Missouri 64141-6200   Kansas City, Missouri 64141-6786
1-800-345-2021 or 816-531-5575     1-800-345-6488

0801
SH-PRS-57697







January 1, 2008

AMERICAN CENTURY INVESTMENTS
STATEMENT OF ADDITIONAL INFORMATION


American Century California Tax-Free and Municipal Funds
California High-Yield Municipal 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, 2008, 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

[american century investments logo and text logo]




American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.




Table of Contents

The Funds' History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Fund Investment Guidelines. . . . . . . . . . . . . . . . . . . . . . . . . .  2
       California High-Yield Municipal Fund . . . . . . . . . . . . . . . . .  3
       California Long-Term Tax-Free Fund
       California Tax-Free Bond Fund  . . . . . . . . . . . . . . . . . . . .  4
       California Tax-Free Money Market Fund  . . . . . . . . . . . . . . . .  4
Fund Investments and Risks. . . . . . . . . . . . . . . . . . . . . . . . . .  5
       Investment Strategies and Risks. . . . . . . . . . . . . . . . . . . .  5
       Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . . . 28
       Temporary Defensive Measures . . . . . . . . . . . . . . . . . . . . . 30
       Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
       The Board of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . 33
       Ownership of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . 36
       Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
       Proxy Voting Guidelines. . . . . . . . . . . . . . . . . . . . . . . . 36
       Disclosure of Portfolio Holdings . . . . . . . . . . . . . . . . . . . 37
The Funds' Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . 41
Service Providers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
       Investment Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . 42
       Portfolio Managers . . . . . . . . . . . . . . . . . . . . . . . . . . 44
       Transfer Agent and Administrator . . . . . . . . . . . . . . . . . . . 47
       Distributor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
       Custodian Banks  . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
       Independent Registered Public Accounting Firm  . . . . . . . . . . . . 48
Brokerage Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
       Regular Broker-Dealers . . . . . . . . . . . . . . . . . . . . . . . . 49
Information About Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . 49
       Multiple Class Structure . . . . . . . . . . . . . . . . . . . . . . . 50
       Buying and Selling Fund Shares . . . . . . . . . . . . . . . . . . . . 56
       Valuation of a Fund's Securities . . . . . . . . . . . . . . . . . . . 57
       Money Market Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . 57
       Non-Money Market Funds . . . . . . . . . . . . . . . . . . . . . . . . 58
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
       Federal Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . 59
       Alternative Minimum Tax  . . . . . . . . . . . . . . . . . . . . . . . 60
       State and Local Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 61
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Explanation of Fixed-Income Securities Ratings. . . . . . . . . . . . . . . . 62


- ------
1


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.

Effective January 1, 2006, the California Intermediate-Term Tax-Free Fund was
renamed the California Tax-Free Bond Fund.

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 Long-Term Tax-Free Fund
  Investor Class                    BCLTX                          11/09/1983
- -------------------------------------------------------------------------------
  A Class                           ALTAX                          09/28/2007
- -------------------------------------------------------------------------------
  B Class                           ALQBX                          09/28/2007
- -------------------------------------------------------------------------------
  C Class                           ALTCX                          09/28/2007
- -------------------------------------------------------------------------------
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 5. In the case of the funds' principal investment
strategies, these descriptions elaborate upon the 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 (other than U.S. government securities and
securities of other investment companies). 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 (other than the U.S. government or a regulated investment
company) or it does not own more than 10% of the outstanding voting securities
of a single issuer.


- ------
2


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 60.

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 62.

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 59.


- ------
3


CALIFORNIA LONG-TERM TAX-FREE FUND
CALIFORNIA TAX-FREE BOND FUND

California Long-Term Tax-Free and California Tax-Free Bond invest at least 80%
of the value of their respective net assets (plus any borrowing for investment
purposes) in a portfolio of investment grade municipal obligations with interest
payments exempt from federal and California income taxes. The funds differ in
their maturity criteria as stated in the prospectus. At least 80% of the funds
will be invested in

*  municipal bonds rated, when acquired, within the four highest categories
   designated by a rating agency

*  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

*  unrated obligations judged by the advisor to be of a quality comparable to
   the securities listed above.

Up to 20% of the funds' respective net assets may be invested in securities
rated below investment-grade quality. Many issuers of medium- and lower-quality
bonds choose not to have their obligations rated and a portion of each fund'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 quality. Analyzing the creditworthiness of issuers
of lower-quality, unrated bonds may be more complex than analyzing the
creditworthiness of issuers of higher-quality bonds. The funds also may invest
in securities that are in technical or monetary default.

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:

*  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),

*  maintains a dollar-weighted average maturity of 90 days or less, and

*  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

*  a U.S. government obligation, or

*  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

*  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.


- ------
4


FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

This section describes the investment vehicles and techniques the portfolio
managers can use in managing a fund's assets. It also details the risks
associated with each, because each investment vehicle and technique 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 37 million, representing approximately 12.5% of the
U.S. population has grown by nearly 12% since 1999. 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, 2006, the 5-county Los Angeles area accounted for 49
percent of the state's population, with over 18 million residents, and the
10-county San Francisco Bay Area represented 21%, with a population of nearly 8
million.

After experiencing strong employment gains in the second half of the 1990's,
California's economy slipped into a recession in early 2001. The recession was
concentrated in the State's high-tech sector and, geographically, in the San
Francisco Bay area.

The economy has since recovered with 802,000 jobs gained between January 2003
and December 2006 compared with 40,000 jobs lost over 2002.


- ------
5


Constitutional Limitations

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.

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.


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6


As part of a state-local agreement, Senate Constitutional Amendment No. 4 was
enacted by the legislature and subsequently approved as Proposition 1A at the
November 2004 election. Proposition 1A amended the State Constitution to reduce
the legislature's authority over local government revenue sources by placing
restrictions on the state's access to local governments' property, sales, and
vehicles license fee revenues as of November 3, 2004. Beginning with fiscal year
2008-09, the state will be able to borrow up to 8% of local property tax
revenues, but only if the Governor proclaims such action is necessary due to a
severe state fiscal hardship, a two-thirds approval from the state legislature
is granted and the amount borrowed is to be paid back within three years. The
state will also not be able to borrow from local property tax revenues for more
than two fiscal years within a period of 10 fiscal years, and the previous
borrowing must be repaid. In addition, the state cannot reduce the local sales
tax rate or restrict the authority of the local governments to impose or change
the distribution of the statewide local sales tax. The proposition also
prohibits the state from mandating activities on cities, counties or special
districts without providing for the funding needed to comply with the mandates.

Obligations of the State of California

As of August 1, 2007, the state had outstanding approximately $51.4 billion in
aggregate principal amount of long-term general obligation bonds, and unused
voter authorizations for the future issuance of approximately $68 billion of
long-term general obligation bonds.

State Finances

The state's principal sources of General Fund revenues for fiscal year 2007-08
are estimated to be derived from the California personal income tax (49% of
total revenues), the sales tax (30% of total revenues), and bank and
corporations taxes (10% of total revenues). Historically, the state has paid the
principal 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 as


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7


much as 24.7% and as little as 5.6% of General Fund revenues in the past ten
years. The 2007-08 May Revision estimates that capital gains and stock option
tax receipts will account for 15.3% of General Fund revenues in 2006-07 and
15.1% of General Fund revenues in 2007-08.

The 2007-08 May Revision projected that the state would end fiscal year 2006-07
with a total reserve of $3.688 billion (including $472 million in the Budget
Stabilization Account), up $1.586 billion from estimates made at the time of the
2006 Budget Act. The 2007 Budget Act projects that the state will have a
budgetary reserve at June 30, 2007 of $4.1 billion, up $2 billion from the 2006
Budget Act estimate. As of the adoption of the 2007 Budget Act, General Fund
revenues and transfers for fiscal year 2006-07 are projected at $95.5 billion,
an increase of $1.6 billion compared with 2006 Budget Act estimates.

The 2007 Budget Act was adopted by the Legislature on August 21, 2007, along
with a number of implementing measures, and signed by the Governor on August 24,
2007. In approving the budget the Governor vetoed $943 million in appropriations
from the General Fund, special funds, and bond funds (including $703 million in
General Fund appropriations).

The 2007 Budget Act includes the largest reserve of any budget act in the
state's history. The 2007-08 May Revision proposed a total reserve of $2.2
billion. Due to the shortfall in revenue collections that came to light in June
2007, and in recognition of the state's continuing structural deficit and other
potential threats, the Legislature took actions to reduce spending and increase
funds available, thereby increasing the total reserve to an unprecedented $3.4
billion. The Governor further reduced spending with $703 million in General Fund
vetoes, raising the total reserve to $4.1 billion. As a result, General Fund
spending growth in this budget is held to $0.6 billion, or 0.6%.

Under the 2007 Budget Act, General Fund revenues and transfers are projected to
increase 6.0%, from $95.5 billion in fiscal year 2006-07 to $101.2 billion in
fiscal year 2007-08. The 2007 Budget Act contains General Fund appropriations of
$102.3 billion, compared to $101.7 billion in 2006-07. The June 30, 2008 total
reserve was projected to be $4.1 billion, similar to the estimated June 30, 2007
reserve.

For budget year 2007-08, the state faces a number of issues and risks that may
impact the General Fund, and reduce the budget reserves included in the 2007
Budget Act (originally $4.1 billion). Some of the larger risk items include the
following:

(1)  Delay in sale of, or other contractual arrangement for the operation
     of, the state's student loan guarantee function operated through a
     non-profit entity, EdFund, past the current fiscal year, and/or lower sale
     price than was estimated in the 2007 Budget Act. If only delayed, this
     would not be a permanent revenue loss. The 2007 Budget Act assumes $1
     billion in receipts from this sale.

(2)  The budget reserve has already been reduced by $500 million as a
     result of an adverse court ruling in a case involving delayed payments to
     the State Teachers' Retirement Fund. The respondents have determined not to
     seek review of the direction to make the delayed payment, and that payment
     has already been made.

(3)  Additional Proposition 98 spending if the State Controller's Office's
     property tax audit does not validate assumptions in the 2007 Budget Act
     about property tax growth.

(4)  Delay in implementation of new procedures for handling of unclaimed
     property. Transfer of unclaimed property to the General Fund has been
     enjoined by a court decision; the 2007 Budget Act assumes new procedures
     approved by the Legislature can be implemented this year which will result
     in approximately $700 million of receipts.

(5)  Deterioration of revenues below 2007-08 May Revision estimates,
     primarily as a result of weaker economic conditions in 2007 and early 2008.


(6)  Additional costs for employee contracts.

(7)  There are a variety of individual budget decisions in the area of
     health, welfare and social services, including litigation, each having an
     impact of $100 million or more, which may not meet expectations.


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8


(8)  Potential impact on the General Fund reserve if the lawsuit
     challenging use of funds in the Public Transportation Account is
     successful. Approximately $3.5 billion of the budget solutions included in
     the 2007 Budget Act were one-time actions, which cannot be repeated in
     2008-09. Some of the larger one-time actions include sale or other
     arrangements to maximize value of the State's student loan guarantee
     function operated through a nonprofit entity, EdFund, estimated at $1
     billion, transfer of $657 million of proceeds from refinancing tobacco
     securitization bonds, use of $663 million of Public Transportation Account
     Funds to reimburse the General Fund primarily for debt service on
     transportation bonds and $437 million of Proposition 98 savings. In part
     because of these onetime actions, and estimates of program growth based on
     existing statutory and constitutional requirements, the Administration
     projects that, absent additional corrective measures, the 2008-09 fiscal
     year budget will be about $6.1 billion out of balance. The Governor will
     release his proposals for a balanced 2008-09 budget in January 2008.

The state's credit ratings initially declined earlier in the decade due to the
state's 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 were raised by all three
rating agencies starting in 2004. Also, in the spring of 2006, Standard and
Poor's raised the state's general obligation credit rating from "A" to "A+",
Moody's raised the rating from "A2" to "A1" and Fitch raised the rating from "A"
to "A+".

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.

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.


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9


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.

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.


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10


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.

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.


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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 them 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.


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12


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.

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.


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13


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 59.

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


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14


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.

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:

*  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.

*  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.


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15


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.

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.


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16


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.


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17


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.


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18


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.


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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.

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.


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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. In December 2003, the former owner of FGIC
Corp., General Electric Capital Corp. (GECC), sold FGIC Corp. to a group of
investors led by the PMI Group and GECC retained roughly 5% ownership. 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. On August 1, 2006, XL Capital
Ltd. spun off 35% of its financial guaranty business through an initial public
offering (IPO) of a portion of the common shares of Security Capital Assurance
Ltd (SCA). SCA, a newly created holding company, is the parent company for XLCA.
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
financial guarantee insurance company, which is a wholly owned subsidiary of
CIFG Guaranty, a France-domiciled direct financial guarantor. CIFG Guaranty is a
subsidiary of CIFG Holding, which in turn is owned by Natixis S.A. Natixis is
the jointly controlled subsidiary under which Banque Federale des Banques (BFBP)
pooled its wholesale banking and financial services activities with those of
Caisses d'Epargne et de Prevoyance (CNCE) on Nov. 17, 2006. CNCE and BFBP each
own 34.44% stakes in Natixis, with the remaining shares owned by the public.
CIFG-NA is rated Aaa/AAA/AAA by Moody's, S&P and Fitch, respectively. In June
2007, S&P revised its outlook to negative from stable.

Radian Asset Assurance Inc. (Radian) is the surviving entity and name for the
former Asset Guaranty Insurance Company, which was a subsidiary of Enhance
Financial Services Group. Through an acquisition in 2001, Radian became an
operating subsidiary of Radian Group Inc., a Delaware corporation. At that time,
Asset Guaranty was renamed Radian Asset Assurance. Radian Asset Assurance's
claims-paying ability is currently rated Aa3/AA/A+ by Moody's, S&P and Fitch,
respectively.

ACA Financial Guaranty Corp. (ACA) is Maryland-domiciled financial guarantee
insurance company wholly owned by ACA Capital Holdings, Inc., a Delaware
incorporated company. 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.

Assured Guaranty Corp. (AGC) is a financial guaranty insurance company based in
New York. AGC is a wholly owned subsidiary of Assured Guaranty Ltd, a Bermuda
based holding company. Previously, Assured Guaranty Ltd. was 100% owned by ACE
Limited. Following an IPO in April 2004, Assured Guaranty Ltd. is now 65% owned
by the public and 35% owned by ACE Limited. On July 1, 2007, Moody's upgraded
AGC's rating to Aaa from Aa1, so AGC is now rated Aaa/AAA/AAA by Moody's, S&P
and Fitch, respectively.


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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.

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.

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.


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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.

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.

Other Investment Companies

Each fund may invest in other investment companies, such as mutual funds,
provided that the investment is consistent with the fund's investment policies
and restrictions. Under the Investment Company Act, a fund's investment in such
securities, subject to certain exceptions, currently is limited to:


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23


*  3% of the total voting stock of any one investment company;

*  5% of the fund's total assets with respect to any one investment company;
   and

*  10% of the fund's total assets in the aggregate.

A fund's investments in other investment companies may include money market
funds managed by the advisor. Investments in money market funds are not subject
to the percentage limitations set forth above. 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 fund bought and sold on a securities exchange. An ETF trades like
common stock and usually 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.

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.

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.


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24


Examples of those securities include:

*  Securities issued or guaranteed by the U.S. government and its agencies
   and instrumentalities

*  Commercial Paper

*  Certificates of Deposit and Euro Dollar Certificates of Deposit

*  Bankers' Acceptances

*  Short-term notes, bonds, debentures or other debt instruments

*  Repurchase agreements

*  Money Market funds

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.


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25


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:

*  the risk that the underlying security, interest rate, market index or
   other financial asset will not move in the direction the portfolio managers
   anticipate;

*  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;

*  the risk that adverse price movements in an instrument can result in a
   loss substantially greater than a fund's initial investment; and

*  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.


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26


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.

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.

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.


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27


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. To the extent a fund
remains fully invested or almost fully invested at the same time it has
purchased securities on a when-issued basis, there will be greater fluctuations
in its net asset value than if it solely set aside cash to pay for when-issued
securities. 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.

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 assets will not be considered in
determining whether it has complied with its investment policies.

For purposes of the funds' investment policies, 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.


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28


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                A fund may not issue senior securities, except as
Securities            permitted under the Investment Company Act.
- --------------------------------------------------------------------------------
Borrowing             A fund may not borrow money, except that a fund may
                      borrow for temporary or emergency purposes (not for
                      leveraging or investment) in an amount not exceeding
                      33-1/3% of the fund's total assets (including the amount
                      borrowed) less liabilities (other than borrowings).
- --------------------------------------------------------------------------------
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 policies 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 policy 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 their 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,


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29


(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
Options           futures 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 illiquid securities. Illiquid securities
                  include 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:

*  interest-bearing bank accounts or certificates of deposit;

*  U.S. government securities and repurchase agreements collateralized by
   U.S. government securities; and

*  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.


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30


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.

Variations in a fund's portfolio turnover rate from year to year may be due to a
fluctuating volume of shareholder purchase and redemption activity, varying
market conditions, and/or changes in the managers' investment outlook.

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. Those listed as interested trustees are "interested"
primarily by virtue of their engagement as directors and/or officers of, or
ownership interest in, 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, directors 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 14 investment companies in the American Century family of funds
advised by ACIM or American Century Global Investment Management, Inc. (ACGIM),
a wholly owned subsidiary of 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.

Interested Trustee
- --------------------------------------------------------------------------------
JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1963

POSITION(S) HELD WITH FUNDS: Trustee (since 2007) and President (since 2007)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM,
ACIS and other ACC subsidiaries. Managing Director, MORGAN STANLEY (March 2000
to November 2005)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 105

OTHER DIRECTORSHIPS HELD BY TRUSTEE: None
- --------------------------------------------------------------------------------


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31


Independent Trustees
- --------------------------------------------------------------------------------
JOHN FREIDENRICH, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1937

POSITION(S) HELD WITH FUNDS: Trustee (since 2005)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member and Manager, REGIS
MANAGEMENT COMPANY, LLC (April 2004 to present); Partner and Founder, BAY
PARTNERS (Venture capital firm, 1976 to 2006)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 39

OTHER DIRECTORSHIPS HELD BY TRUSTEE: None
- --------------------------------------------------------------------------------
RONALD J. GILSON, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1946

POSITION(S) HELD WITH FUNDS: Trustee (since 1995) and Chairman of the Board
(since 2005)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Charles J. Meyers Professor of Law
and Business, STANFORD LAW SCHOOL (1979 to present); Marc and Eva Stern
Professor of Law and Business, COLUMBIA UNIVERSITY SCHOOL OF LAW (1992 to
present)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 39

OTHER DIRECTORSHIPS HELD BY TRUSTEE: None
- --------------------------------------------------------------------------------
PETER F. PERVERE, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1947

POSITION(S) HELD WITH FUNDS: Trustee (since 2007)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Vice President
and Chief Financial Officer, COMMERCE ONE, INC. (software and services provider)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 39

OTHER DIRECTORSHIPS HELD BY TRUSTEE: Director, INTRAWARE, INC.
- --------------------------------------------------------------------------------
MYRON S. SCHOLES, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1941

POSITION(S) HELD WITH FUNDS: Trustee (since 1980)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman, PLATINUM GROVE ASSET
MANAGEMENT, L.P. and a Partner, OAK HILL CAPITAL MANAGEMENT (1999 to present);
Frank E. Buck Professor of Finance-Emeritus, STANFORD GRADUATE SCHOOL OF
BUSINESS (1996 to present)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 39

OTHER DIRECTORSHIPS HELD BY TRUSTEE: Director, DIMENSIONAL FUND ADVISORS
(investment advisor, 1982 to present); Director, CHICAGO MERCANTILE EXCHANGE
(2000 to present)
- --------------------------------------------------------------------------------
JOHN B. SHOVEN, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1947

POSITION(S) HELD WITH FUNDS: Trustee (since 2002)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Professor of Economics, STANFORD
UNIVERSITY (1973 to present)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 39

OTHER DIRECTORSHIPS HELD BY TRUSTEE: Director, CADENCE DESIGN SYSTEMS (1992 to
present)
- --------------------------------------------------------------------------------
JEANNE D. WOHLERS, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1945

POSITION(S) HELD WITH FUNDS: Trustee (since 1984)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 39

OTHER DIRECTORSHIPS HELD BY TRUSTEE: None
- --------------------------------------------------------------------------------

Officers
- --------------------------------------------------------------------------------
MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1956

POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century funds (July 2000 to August 2006). Also serves as: Senior Vice President,
ACS
- --------------------------------------------------------------------------------


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32


CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1957

POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS, ACIS
and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS.
- --------------------------------------------------------------------------------

ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1966

POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000
to present); and Controller, various American Century funds (1997 to September
2006)
- --------------------------------------------------------------------------------
JON ZINDEL, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1967

POSITION(S) HELD WITH FUNDS: Tax Officer (since 2000)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS, and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS
- --------------------------------------------------------------------------------

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.

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.

The Advisory Board

The funds also have an Advisory Board. Members of the Advisory Board, if any,
function like fund trustees in many respects, but do not possess voting power.
Advisory Board members attend all meetings of the Board of Trustees and the
independent trustees and receive any materials distributed in connection with
such meetings. Advisory Board members may be considered as candidates to fill
vacancies on the Board of Trustees.


- ------
33


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.

- --------------------------------------------------------------------------------
COMMITTEE: Audit and Compliance

MEMBERS: Peter F. Pervere, Ronald J. Gilson, Jeanne D. Wohlers

FUNCTION: The Audit and Compliance Committee approves the engagement of the
funds' independent registered public accounting firm, recommends approval of
such engagement to the independent trustees, and oversees the activities of the
funds' independent registered public accounting firm. The committee receives
reports from the advisor's Internal Audit Department, which is accountable to
the committee. The committee also receives reporting about compliance matters
affecting the funds.

NUMBER OF MEETINGS HELD DURING FISCAL YEAR: 4
- --------------------------------------------------------------------------------
COMMITTEE: Corporate Governance

MEMBERS: Ronald J. Gilson, John Freidenrich, John B. Shoven

FUNCTION: The Corporate Governance Committee reviews board procedures and
committee structures. It 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.

NUMBER OF MEETINGS HELD DURING FISCAL YEAR: 1
- --------------------------------------------------------------------------------
COMMITTEE: Portfolio

MEMBERS: Myron S. Scholes, John Freidenrich

FUNCTION: The Portfolio Committee reviews quarterly the investment activities
and strategies used to manage fund assets. The committee regularly receives
reports from portfolio managers, credit analysts and other investment personnel
concerning the funds' investments.

NUMBER OF MEETINGS HELD DURING FISCAL YEAR: 3
- --------------------------------------------------------------------------------
COMMITTEE: Quality of Service

MEMBERS: John B. Shoven, Ronald J. Gilson, Peter F. Pervere

FUNCTION: The Quality of Service Committee reviews the level and quality of
transfer agent and 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.

NUMBER OF MEETINGS HELD DURING FISCAL YEAR: 3
- --------------------------------------------------------------------------------

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 such 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 these 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.


- ------
34


AGGREGATE TRUSTEE COMPENSATION FOR FISCAL YEAR ENDED AUGUST 31, 2007
- --------------------------------------------------------------------------------
                                                     TOTAL COMPENSATION
                          TOTAL COMPENSATION         FROM THE AMERICAN
NAME OF TRUSTEE           FROM THE FUNDS(1)          CENTURY FAMILY OF FUNDS(2)
- --------------------------------------------------------------------------------
John Freidenrich          $9,497                     $115,583
- --------------------------------------------------------------------------------
Ronald J. Gilson          $15,143                    $185,500
- --------------------------------------------------------------------------------
Kathyrn A. Hall(3)        $8,770                     $105,583
- --------------------------------------------------------------------------------
Peter F. Pervere          $7,103                     $89,328
- --------------------------------------------------------------------------------
Myron S. Scholes          $9,118                     $110,500
- --------------------------------------------------------------------------------
John B. Shoven            $9,527                     $116,000
- --------------------------------------------------------------------------------
Jeanne D. Wohlers         $9,280                     $112,417
- --------------------------------------------------------------------------------

(1)  INCLUDES COMPENSATION PAID TO THE TRUSTEES FOR THE FISCAL YEAR ENDED
     AUGUST 31, 2007, 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 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.
     FREIDENRICH, $0; MR. GILSON, $185,500; MS. HALL, $36,333; MR. PERVERE,
     $19,957; MR. SCHOLES, $110,500; MR. SHOVEN, $116,000; AND JEANNE WOHLERS,
     $78,692.

(3)  MS. HALL RESIGNED ON DECEMBER 6, 2007.

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.


- ------
35


OWNERSHIP OF FUND SHARES

The trustees owned shares in the funds as of December 31, 2006, as shown in the
table below.

                                                 NAME OF TRUSTEES
- --------------------------------------------------------------------------------
                                   JONATHAN         JOHN               RONALD
                                   S. THOMAS        FREIDENRICH        J. GILSON
- --------------------------------------------------------------------------------
Dollar Range of Equity Securities in the Funds:

   California High-Yield
   Municipal                       A                A                  D
- --------------------------------------------------------------------------------
   California Long-Term
   Tax-Free                        A                A                  A
- --------------------------------------------------------------------------------
   California Tax-Free Bond        A                A                  C
- --------------------------------------------------------------------------------
   California Tax-Free
   Money Market                    A                A                  E
- --------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in
all Registered Investment
Companies Overseen by
Trustee in Family of
Investment Companies               E                C                  E
- --------------------------------------------------------------------------------

RANGES: A-NONE, B-$1-$10,000, C-$10,001-$50,000, D-$50,001-$100,000, E-MORE THAN
$100,000

                                             NAME OF TRUSTEES
- --------------------------------------------------------------------------------
                                PETER F.    MYRON S.    JOHN B.    JEANNE D.
                                PERVERE     SCHOLES     SHOVEN     WOHLERS
- --------------------------------------------------------------------------------
Dollar Range of Equity Securities in the Funds:

   California High-Yield
   Municipal                    A           A           A          A
- --------------------------------------------------------------------------------
   California Long-Term
    Tax-Free                    A           A           A          A
- --------------------------------------------------------------------------------
   California Tax-Free Bond     A           A           A          A
- --------------------------------------------------------------------------------
   California Tax-Free
   Money Market                 A           B           A          E
- --------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen
by Trustee in Family of
Investment Companies            A           E           E          E
- --------------------------------------------------------------------------------

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 codes
of ethics under Rule 17j-1 of the Investment Company Act. They permit personnel
subject to the codes 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:


- ------
36


*  Election of Directors

*  Ratification of Selection of Auditors

*  Equity-Based Compensation Plans

*  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

*  Shareholder Proposals Involving Social, Moral or Ethical Matters

*  Anti-Greenmail Proposals

*  Changes to Indemnification Provisions

*  Non-Stock Incentive Plans

*  Director Tenure

*  Directors' Stock Options Plans

*  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.

In addition, to avoid any potential conflict of interest that may arise when one
American Century fund owns shares of another American Century fund, the advisor
will "echo vote" such shares, if possible. That is, it will vote the shares in
the same proportion as the vote of all other holders of the shares. Shares of
American Century "NT" funds will be voted in the same proportion as the vote of
the shareholders of the corresponding American Century policy portfolio for
proposals common to both funds. For example, NT Growth Fund shares will be echo
voted in accordance with the votes of Growth Fund shareholders. In all other
cases, the shares will be voted in direct consultation with a committee of the
independent directors of the voting fund.

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 60 days of each fiscal quarter end and also posted on
americancentury.com at the time the filings are made.


- ------
37


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 fund's 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 December 26,
2007 are as follows:

*  Aetna, Inc.

*  American Fidelity Assurance Co.

*  AUL/American United Life Insurance Company

*  Ameritas Life Insurance Corporation

*  Annuity Investors Life Insurance Company

*  Asset Services Company L.L.C.

*  Bell Globemedia Publishing

*  Bellwether Consulting, LLC

*  Bidart & Ross

*  Callan Associates, Inc.

*  Cambridge Financial Services, Inc.

*  Capital Cities, LLC

*  Charles Schwab & Co., Inc.

*  Cleary Gull Inc.

*  Commerce Bank, N.A.


- ------
38


*  Connecticut General Life Insurance Company

*  Consulting Services Group, LLC

*  CRA Rogers Casey, Inc.

*  Defined Contribution Advisors, Inc.

*  EquiTrust Life Insurance Company

*  Evaluation Associates, LLC

*  Evergreen Investments

*  Farm Bureau Life Insurance Company

*  First MetLife Investors Insurance Company

*  Fund Evaluation Group, LLC

*  The Guardian Life Insurance & Annuity Company, Inc.

*  Hammond Associates, Inc.

*  Hewitt Associates LLC

*  ICMA Retirement Corporation

*  ING Life Insurance Company & Annuity Co.

*  Iron Capital Advisors

*  J.P. Morgan Retirement Plan Services LLC

*  Jefferson National Life Insurance Company

*  Jefferson Pilot Financial

*  Jeffrey Slocum & Associates, Inc.

*  Kansas City Life Insurance Company

*  Kmotion, Inc.

*  Liberty Life Insurance Company

*  The Lincoln National Life Insurance Company

*  Lipper Inc.

*  Manulife Financial

*  Massachusetts Mutual Life Insurance Company

*  Merrill Lynch

*  MetLife Investors Insurance Company

*  MetLife Investors Insurance Company of California

*  Midland National Life Insurance Company

*  Minnesota Life Insurance Company

*  Morgan Keegan & Co., Inc.

*  Morgan Stanley & Co., Inc.

*  Morningstar Associates LLC

*  Morningstar Investment Services, Inc.

*  National Life Insurance Company

*  Nationwide Financial

*  New England Pension Consultants

*  Northwestern Mutual Life Insurance Co.

*  NT Global Advisors, Inc.

*  NYLIFE Distributors, LLC

*  Principal Life Insurance Company

*  Prudential Financial

*  Rocaton Investment Advisors, LLC

*  S&P Financial Communications

*  Scudder Distributors, Inc.

*  Security Benefit Life Insurance Co.

*  Smith Barney

*  SunTrust Bank

*  Symetra Life Insurance Company

*  Trusco Capital Management

*  Union Bank of California, N.A.

*  The Union Central Life Insurance Company

*  VALIC Financial Advisors

*  VALIC Retirement Services Company

*  Vestek Systems, Inc.

*  Wachovia Bank, N.A.

*  Wells Fargo Bank, N.A.


- ------
39


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.


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40


THE FUNDS' PRINCIPAL SHAREHOLDERS

As of December 6, 2007, the following shareholders, beneficial or of record,
owned more than 5% of the outstanding shares of any class of a fund. Because the
A, B and C Classes of California Long-Term Tax-Free are new, they are not
included.

                                             PERCENTAGE OF       PERCENTAGE OF
                                             OUTSTANDING         OUTSTANDING
FUND/                                        SHARES OWNED        SHARES OWNED
CLASS      SHAREHOLDER                       OF RECORD           BENEFICIALLY(1)
- --------------------------------------------------------------------------------
California High-Yield Municipal
- --------------------------------------------------------------------------------
  Investor Class
           Charles Schwab & Co.              32%                 0%
           San Francisco, CA

           National Financial                6%                  0%
           Services Corp.
           San Francisco, CA
- --------------------------------------------------------------------------------
  A Class
           Charles Schwab & Co. Inc.         43%                 0%
           San Francisco, CA

           MLPF&S Inc.                       16%                 0%
           Jacksonville, FL
- --------------------------------------------------------------------------------
  B Class
           MLPF&S Inc.                       19%                 0%
           Jacksonville, FL

           Howard Tung and                   8%                  0%
           Rachel P. Tung
           Rcho Santa Fe, CA

           Pershing LLC                      5%                  0%
           Jersey City, NJ

           American Enterprise               5%                  0%
           Investment Svcs
           Minneapolis, MN
- --------------------------------------------------------------------------------
  C Class
           MLPF&S Inc.                       45%                 0%
           Jacksonville, FL
- --------------------------------------------------------------------------------
California Long-Term Tax-Free
- --------------------------------------------------------------------------------
  Investor Class
           Charles Schwab & Co.              11%                 0%
           San Francisco, CA
- --------------------------------------------------------------------------------
  A Class
           American Century Investment       100%                100%
           Management, Inc.
           Kansas City, MO
- --------------------------------------------------------------------------------
  B Class
           American Century Investment       100%                100%
           Management, Inc.
           Kansas City, MO
- --------------------------------------------------------------------------------
  C Class
           American Century Investment       100%                100%
           Management, Inc.
           Kansas City, MO
- --------------------------------------------------------------------------------
California Tax-Free Bond
- --------------------------------------------------------------------------------
  Investor Class
           Charles Schwab & Co.              30%                 0%
           San Francisco, CA

           National Financial                8%                  0%
           Services Corp.
           San Francisco, CA
- --------------------------------------------------------------------------------
California Tax-Free Money Market
- --------------------------------------------------------------------------------
  Investor Class
           None
- --------------------------------------------------------------------------------

(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.


- ------
41


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 the trust. 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 6, 2007, 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
trust has 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 each prospectus under the heading MANAGEMENT.

For the services provided to the funds, the advisor receives a unified
management fee based on a percentage of the net assets of a fund. For more
information about the unified management fee, see THE INVESTMENT ADVISOR under
the heading MANAGEMENT in each fund's prospectus. 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%
- --------------------------------------------------------------------------------


- ------
42


INVESTMENT CATEGORY FEE SCHEDULE FOR 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

*  the funds' Board of Trustees, or a majority of outstanding shareholder
   votes (as defined in the Investment Company Act) and

*  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.


- ------
43


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. A
particular security may be bought for one client or fund on the same day it is
sold for another client or fund, and a client or fund may hold a short position
in a particular security at the same time another client or fund holds a long
position. In addition, purchases or sales of the same security may be made for
two or more clients or funds on the same date. The advisor has adopted
procedures designed to ensure such transactions will be allocated among clients
and funds 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. 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. 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, 2007, 2006 and 2005, are indicated in the following table.

UNIFIED MANAGEMENT FEES
- --------------------------------------------------------------------------------
FUND                                2007             2006             2005
- --------------------------------------------------------------------------------
California High-Yield Municipal     $3,108,718       $2,453,270       $1,980,281
- --------------------------------------------------------------------------------
California Long-Term Tax-Free       $2,174,114       $2,210,777       $2,300,100
- --------------------------------------------------------------------------------
California Tax-Free Bond            $2,185,454       $2,098,107       $2,065,496
- --------------------------------------------------------------------------------
California Tax-Free Money Market    $2,569,128(1)    $2,718,650(1)    $2,972,854
- --------------------------------------------------------------------------------

(1)  AMOUNT IS BEFORE A PARTIAL WAIVER OF MANAGEMENT FEES.

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.


- ------
44


OTHER ACCOUNTS MANAGED (AS OF AUGUST 31, 2007)
                                                                     OTHER
                                 REGISTERED                          ACCOUNTS
                                 INVESTMENT        OTHER POOLED      (E.G., SEPARATE
                                 COMPANIES         INVESTMENT        ACCOUNTS AND
                                 (E.G., OTHER      VEHICLES (E.G.,   CORPORATE
                                 AMERICAN          COMMINGLED        ACCOUNTS,
                                 CENTURY FUNDS     TRUSTS AND        INCLUDING
                                 AND AMERICAN      529               INCUBATION
                                 CENTURY -         EDUCATION         STRATEGIES AND
                                 SUBADVISED        SAVINGS           CORPORATE
                                 FUNDS)            PLANS)            MONEY)
- ------------------------------------------------------------------------------------
California High-Yield Municipal
- ------------------------------------------------------------------------------------
Steven M.     Number of Other    14                0                 2
Permut        Accounts Managed
              ----------------------------------------------------------------------
              Assets in Other    $9,719,469,396    N/A               $119,845,959
              Accounts Managed
- ------------------------------------------------------------------------------------
California Long-Term Tax-Free
- ------------------------------------------------------------------------------------
G. David      Number of Other    6                 1                 0
MacEwen       Accounts Managed
              ----------------------------------------------------------------------
              Assets in Other    $1,602,231,377    $52,059,128       N/A
              Accounts Managed
- ------------------------------------------------------------------------------------
Steven M.     Number of Other    14                0                 2
Permut        Accounts Managed
              ----------------------------------------------------------------------
              Assets in Other    $9,934,948,092    N/A               $119,845,959
              Accounts Managed
- ------------------------------------------------------------------------------------
California Tax-Free Bond
- ------------------------------------------------------------------------------------
Alan          Number of Other    1                 0                 0
Kruss         Accounts Managed
              ----------------------------------------------------------------------
              Assets in Other    $124,269,851      N/A               N/A
              Accounts Managed
- ------------------------------------------------------------------------------------
Steven M.     Number of Other    14                0                 2
Permut        Accounts Managed
              ----------------------------------------------------------------------
              Assets in Other    $9,915,764,719    N/A               $119,845,959
              Accounts Managed
- ------------------------------------------------------------------------------------
California Tax-Free Money Market
- ------------------------------------------------------------------------------------
Todd          Number of Other    1                 0                 1
Pardula       Accounts Managed
              ----------------------------------------------------------------------
              Assets in Other    $266,345,791      N/A               $69,170,686
              Accounts Managed
- ------------------------------------------------------------------------------------
Steven M.     Number of Other    14                0                 2
Permut        Accounts Managed
              ----------------------------------------------------------------------
              Assets in Other    $9,826,131,776    N/A               $119,845,959
              Accounts Managed
- ------------------------------------------------------------------------------------

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


- ------
45



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. As of the fiscal year ended August 31, 2007, it included 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


- ------
46


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.

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 fiscal year ended
August 31, 2007.

OWNERSHIP OF SECURITIES
- --------------------------------------------------------------------------------
                                    AGGREGATE DOLLAR RANGE OF SECURITIES IN FUND
- --------------------------------------------------------------------------------
California High-Yield Municipal
         Steven M. Permut           F
- --------------------------------------------------------------------------------
California Long-Term Tax-Free
         G. David MacEwen           C
- --------------------------------------------------------------------------------
         Steven M. Permut(1)        A
- --------------------------------------------------------------------------------
California Tax-Free Bond Fund
         Alan Kruss                 C
- --------------------------------------------------------------------------------
         Steven M. Permut(1)        A
- --------------------------------------------------------------------------------
California Tax-Free Money Market
         Todd Pardula               C
- --------------------------------------------------------------------------------
         Steven M. Permut           E
- --------------------------------------------------------------------------------

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)  THIS PORTFOLIO MANAGER SERVES ON AN INVESTMENT TEAM THAT OVERSEES A NUMBER
     OF FUNDS IN THE SAME BROAD INVESTMENT CATEGORY AND IS NOT EXPECTED 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 42.


- ------
47


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 payment, see the above discussion under the caption INVESTMENT
ADVISOR on page 42. 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 out of its
own resources to such financial intermediaries for the provision of these
services.

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. JPMorgan Chase Bank is paid based on the monthly average of assets
held in custody plus a transaction fee.

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 and

(2)  assisting and consulting in connection with SEC filings.

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, 2007, 2006 and 2005, the funds did not pay any brokerage commissions.

- ------
48


REGULAR BROKER-DEALERS

As of fiscal year end August 31, 2007, 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.


- ------
49


MULTIPLE CLASS STRUCTURE

The Board of Trustees has adopted a multiple class 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 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 about revenues and expenses under the plans is presented to the
Board of Trustees quarterly for its consideration in continuing 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 2830 of
the Conduct Rules of the Financial Industry Regulatory Authority (FINRA).

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.


- ------
50


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, 2007, the aggregate
amount of fees paid under the A Class Plan was:

     California High-Yield Municipal            $301,338

Because the A Class of California Long-Term Tax-Free was not in operation as of
the fiscal year end, it is not included. The distributor then makes these
payments to the financial intermediaries (including underwriters and
broker-dealers, who may use some of the proceeds to compensate sales personnel)
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)  paying 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)  compensating registered representatives or other employees of the
     distributor who engage in or support distribution of the funds' A 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;


- ------
51


(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 FINRA; 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 trust 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, 2007, the aggregate amount of fees paid under the B Class Plan
was:

     California High-Yield Municipal              $13,629

Because the B Class of California Long-Term Tax-Free was not in operation as of
the fiscal year end, it is not included. The distributor then makes these
payments to the financial intermediaries (including underwriters and
broker-dealers, who may use some of the proceeds to compensate sales personnel)
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;


- ------
52


(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)  paying 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)  compensating registered representatives or other employees of the
     distributor who engage in or support distribution of the funds' B 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 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 FINRA; 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 trust 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.


- ------
53


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 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,
2007, the aggregate amount of fees paid under the C Class Plan was:

     California High-Yield Municipal            $377,123

Because the C Class of California Long-Term Tax-Free was not in operation as of
the fiscal year end, it is not included. The distributor then makes these
payments to the financial intermediaries (including underwriters and
broker-dealers, who may use some of the proceeds to compensate sales personnel)
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;


- ------
54


(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 FINRA; 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 trust 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 INVESTING
THROUGH A FINANCIAL INTERMEDIARY. 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:

*  Certain individual retirement account rollovers

*  Purchases by registered representatives and other employees of certain
   financial intermediaries (and their immediate family members) having sales
   agreements with the advisor or distributor

*  Wrap accounts maintained for clients of certain financial intermediaries
   who have entered into agreements with American Century

*  Purchases by current and retired employees of American Century and their
   immediate family members (spouses and children under age 21) and trusts
   established by those persons

*  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 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,
2007, were:

     California High-Yield Municipal
     A Class                 $1,432
     B Class                   $651
     C Class                 $6,128

Shares of the A, B and C Classes of California Long-Term Tax-Free were not
offered as of the most recent fiscal year end.


- ------
55


Payments to Dealers

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 $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%
- --------------------------------------------------------------------------------
> $10,000,000                                                  0.25%
- --------------------------------------------------------------------------------

No concession will be paid on purchases by employer-sponsored 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 financial intermediary. The
distributor will retain the 12b-1 fee paid by the C Class of funds for the first
13 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 payments 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 payments may be offered as well, and all such
payments will be consistent with applicable law, including the then-current
rules of the Financial Industry Regulatory Authority. Such payments 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.

American Century considers employer-sponsored retirement plans to include the
following:

*  401(a) plans

*  pension plans

*  profit sharing plans

*  401(k) plans

*  money purchase plans

*  target benefit plans

*  Taft-Hartley multi-employer pension plans

*  SERP and "Top Hat" plans

*  ERISA trusts

*  employee benefit trusts

*  457 plans

*  KEOGH plans


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56


*  employer-sponsored 403(b) plans (including self-directed)

*  nonqualified deferred compensation plans

*  nonqualified excess benefit plans

*  nonqualified retirement plans

*  SIMPLE IRAs

*  SEP IRAs

*  SARSEP

Traditional and Roth IRAs are not considered employer-sponsored retirement
plans. The following table indicates the types of shares that may be purchased
through Traditional IRAs and Roth IRAs.

                                                               TRADITIONAL AND
                                                               ROTH IRAS
- --------------------------------------------------------------------------------
A Class Shares may be purchased at NAV(1)                      Yes
- --------------------------------------------------------------------------------
A Class shares may be purchased with                           Yes
dealer concessions and sales charge
- --------------------------------------------------------------------------------
B Class shares may be purchased(2)                             Yes
- --------------------------------------------------------------------------------
C Class shares may be purchased with                           Yes
dealer concessions and CDSC(2)
- --------------------------------------------------------------------------------
C Class shares may be purchased with                           No
no dealer concessions and CDSC(1)(2)
- --------------------------------------------------------------------------------
Investor Class shares may be purchased                         Yes
- --------------------------------------------------------------------------------

(1)  REFER TO THE PROSPECTUS REGARDING SALES CHARGES AND CDSC WAIVERS.

(2)  REFER TO THE PROSPECTUS FOR MAXIMUM PURCHASE REQUIREMENTS.

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.


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57


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 using methods approved by the Board of Trustees.


- ------
58


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, 2007, 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.

CAPITAL LOSS CARRYOVER
- --------------------------------------------------------------------------------
FUND           2009         2010   2011   2012   2013   2014   2015
- --------------------------------------------------------------------------------
California
High-Yield
Municipal      ($994,256)   -      -      -      -      -      ($1,856,960)
- --------------------------------------------------------------------------------
California
Long-Term
Tax-Free       -            -      -      -      -      -      ($226,571)
- --------------------------------------------------------------------------------
California
Tax-Free
Bond           -            -      -      -      -      -      ($425,614)
- --------------------------------------------------------------------------------
California
Tax-Free
Money
Market         -            -      -      -      -      -      -
- --------------------------------------------------------------------------------


- ------
59


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


- ------
60


fund) by a California taxpayer. However, if the fund were to invest in
private activity securities of non-California issuers (due to a limited supply
of appropriate California municipal obligations, for example), the interest on
those securities would be included in California alternative minimum taxable
income.

All distributions derived from interest exempt from regular federal income tax
may subject corporate shareholders to, or increase their liability under, the
alternative minimum tax because these distributions are included in the
corporation's "adjusted current earnings."

In addition, a deductible environmental tax of 0.12% is imposed on a
corporation's modified alternative minimum taxable income in excess of $2
million. The environmental tax will be imposed even if the corporation is not
required to pay an alternative minimum tax. To the extent that exempt-interest
dividends paid by a fund are included in alternative minimum taxable income,
corporate shareholders may be subject to the environmental tax.

The trust will inform California High-Yield Municipal fund shareholders annually
of the amount of distributions derived from interest payments on private
activity bonds.

STATE AND LOCAL TAXES

California law concerning the payment of exempt-interest dividends is similar to
federal law. Assuming each fund qualifies to pay exempt-interest dividends under
federal and California law, and to the extent that dividends are derived from
interest on tax-exempt bonds of California state or local governments, such
dividends also will be exempt from California personal income tax. The trust
will inform shareholders annually as to the amount of distributions from each
fund that constitutes exempt-interest dividends and dividends exempt from
California personal income tax. The funds' dividends are not exempt from
California state franchise or corporate income taxes.

The funds' dividends may not qualify for exemption under income or other tax
laws of state or local taxing authorities outside California. Shareholders
should consult their tax advisors or state or local tax authorities about the
status of distributions from the funds in this regard.

The information above is only a summary of some of the tax considerations
affecting the funds and their shareholders. No attempt has been made to discuss
individual tax consequences. A prospective investor should consult with his or
her tax advisors or state or local tax authorities to determine whether the
funds are suitable investments.

FINANCIAL STATEMENTS

The financial statements for the fiscal years ended August 31 have been audited
by PricewaterhouseCoopers LLP, independent registered public accounting firm.
Their Report of Independent Registered Public Accounting Firm, the financial
statements included in the funds' annual reports for the fiscal year ended
August 31, 2007, as well as the financial statements in the semiannual reports
for the fiscal period ended February 28, 2007, are incorporated herein by
reference.


- ------
61


EXPLANATION OF FIXED-INCOME
SECURITIES RATINGS

As described in the prospectuses, the funds will invest in fixed-income
securities. Those investments, however, are subject to certain credit quality
restrictions, as noted in the prospectuses. The following is a summary of the
rating categories referenced in the prospectus disclosure.

RATINGS OF CORPORATE DEBT SECURITIES
- --------------------------------------------------------------------------------
Standard & Poor's
- --------------------------------------------------------------------------------
AAA             This is the highest rating assigned by S&P to a debt
                obligation. It indicates an extremely strong capacity to pay
                interest and repay principal.
- --------------------------------------------------------------------------------
AA              Debt rated in this category is considered to have a very
                strong capacity to pay interest and repay principal. It differs
                from the highest-rated obligations only in small degree.
- --------------------------------------------------------------------------------
A               Debt rated A has a strong capacity to pay interest and
                repay principal, although it is somewhat more susceptible
                to the adverse effects of changes in circumstances and
                economic conditions than debt in higher-rated categories.
- --------------------------------------------------------------------------------
BBB             Debt rated in this category is regarded as having an
                adequate capacity to pay interest and repay principal. While
                it normally exhibits adequate protection parameters, adverse
                economic conditions or changing circumstances are more
                likely to lead to a weakened capacity to pay interest and
                repay principal for debt in this category than in higher-rated
                categories. Debt rated below BBB is regarded as having
                significant speculative characteristics.
- --------------------------------------------------------------------------------
BB              Debt rated in this category has less near-term vulnerability
                to default than other speculative issues. However, it faces
                major ongoing uncertainties or exposure to adverse
                business, financial, or economic conditions that could lead
                to inadequate capacity to meet timely interest and principal
                payments. The BB rating also is used for debt subordinated
                to senior debt that is assigned an actual or implied BBB
                rating.
- --------------------------------------------------------------------------------
B               Debt rated in this category is more vulnerable to
                nonpayment than obligations rated BB, but currently has
                the capacity to pay interest and repay principal. Adverse
                business, financial, or economic conditions will likely impair
                the obligor's capacity or willingness to pay interest and
                repay principal.
- --------------------------------------------------------------------------------
CCC             Debt rated in this category is currently vulnerable to
                nonpayment and is dependent upon favorable business,
                financial, and economic conditions to meet timely payment
                of interest and repayment of principal. In the event of
                adverse business, financial, or economic conditions, it is
                not likely to have the capacity to pay interest and repay
                principal. The CCC rating category is also used for debt
                subordinated to senior debt that is assigned an actual or
                implied B or B- rating.
- --------------------------------------------------------------------------------
CC              Debt rated in this category is currently highly vulnerable to
                nonpayment. This rating category is also applied to debt
                subordinated to senior debt that is assigned an actual or
                implied CCC rating.
- --------------------------------------------------------------------------------
C               The rating C typically is applied to debt subordinated
                to senior debt, and is currently highly vulnerable to
                nonpayment of interest and principal. This rating may be
                used to cover a situation where a bankruptcy petition has
                been filed or similar action taken, but debt service payments
                are being continued.
- --------------------------------------------------------------------------------
D               Debt rated in this category is in default. This rating is used
                when interest payments or principal repayments are not
                made on the date due even if the applicable grace period
                has not expired, unless S&P believes that such payments
                will be made during such grace period. It also will be used
                upon the filing of a bankruptcy petition or the taking of a
                similar action if debt service payments are jeopardized.
- --------------------------------------------------------------------------------


- ------
62


Moody's Investors Service, Inc.
- --------------------------------------------------------------------------------
Aaa           This is the highest rating assigned by Moody's to a debt
              obligation. It indicates an extremely strong capacity to pay
              interest and repay principal.
- --------------------------------------------------------------------------------
Aa            Debt rated in this category is considered to have a very
              strong capacity to pay interest and repay principal and
              differs from Aaa issues only in a small degree. Together with
              Aaa debt, it comprises what are generally known as high-
              grade bonds.
- --------------------------------------------------------------------------------
A             Debt rated in this category possesses many favorable
              investment attributes and is to be considered as upper-
              medium-grade debt. Although capacity to pay interest and
              repay principal are considered adequate, it is somewhat
              more susceptible to the adverse effects of changes in
              circumstances and economic conditions than debt in higher-
              rated categories.
- --------------------------------------------------------------------------------
Baa           Debt rated in this category is considered as medium-grade
              debt having an adequate capacity to pay interest and repay
              principal. While it normally exhibits adequate protection
              parameters, adverse economic conditions or changing
              circumstances are more likely to lead to a weakened
              capacity to pay interest and repay principal for debt in
              this category than in higher-rated categories. Debt rated
              below Baa is regarded as having significant speculative
              characteristics.
- --------------------------------------------------------------------------------
Ba            Debt rated Ba has less near-term vulnerability to default
              than other speculative issues. However, it faces major
              ongoing uncertainties or exposure to adverse business,
              financial or economic conditions that could lead to
              inadequate capacity to meet timely interest and principal
              payments. Often the protection of interest and principal
              payments may be very moderate.
- --------------------------------------------------------------------------------
B             Debt rated B has a greater vulnerability to default, but
              currently has the capacity to meet financial commitments.
              Assurance of interest and principal payments or of
              maintenance of other terms of the contract over any long
              period of time may be small. The B rating category is also
              used for debt subordinated to senior debt that is assigned
              an actual or implied Ba or Ba3 rating.
- --------------------------------------------------------------------------------
Caa           Debt rated Caa is of poor standing, has a currently
              identifiable vulnerability to default, and is dependent upon
              favorable business, financial and economic conditions to
              meet timely payment of interest and repayment of principal.
              In the event of adverse business, financial or economic
              conditions, it is not likely to have the capacity to pay interest
              and repay principal. Such issues may be in default or there
              may be present elements of danger with respect to principal
              or interest. The Caa rating is also used for debt subordinated
              to senior debt that is assigned an actual or 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.
- --------------------------------------------------------------------------------


- ------
63


Fitch Investors Service, Inc.
- --------------------------------------------------------------------------------
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 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
              (P-1)           regarding timely 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
              (P-2)           paper is 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.
              (P-3)           Issues that 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;           Notes are of the highest quality enjoying
             VMIG-1           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;           Notes are of high quality with margins of
             VMIG-2           protection ample, although not so large as
                              in the preceding group.
- --------------------------------------------------------------------------------
SP-3         MIG-3;           Notes are of favorable quality with all
             VMIG-3           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;           Notes are of adequate quality, carrying
             VMIG-4           specific risk but having protection and not
                              distinctly or predominantly speculative.
- --------------------------------------------------------------------------------


- ------
64


NOTES


- ------
65


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
questions about the funds and your accounts, online at americancentury.com, by
contacting American Century at the addresses or telephone numbers listed below
or by contacting your financial intermediary.

If you own or are considering purchasing fund shares through

*  a bank or trust company

*  a broker-dealer

*  an insurance company

*  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         * EDGAR database at sec.gov
                        * 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
americancentury.com
                                   Banks and Trust Companies, Broker-Dealers,
Self-Directed Retail Investors     Financial Professionals, Insurance Companies
P.O. Box 419200                    P.O. Box 419786
Kansas City, Missouri 64141-6200   Kansas City, Missouri 64141-6786
1-800-345-2021 or 816-531-5575     1-800-345-6488

SH-SAI-57698 0801






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,  dated December 12, 2005 (filed  electronically as Exhibit
a2 to  Post-Effective  Amendment  No. 40 to the  Registration  Statement  of the
Registrant on December 29, 2005, File No. 2-82734,  and  incorporated  herein by
reference).

         (3)  Amendment  No.  2  to  the  Amended  and  Restated  Agreement  and
Declaration of Trust, dated March 8, 2007 (filed electronically as Exhibit a3 to
Post-Effective  Amendment No. 42 to the Registration Statement of the Registrant
on September 27, 2007, File No. 2-82734, and incorporated herein by reference).

         (4)  Amendment  No.  3  to  the  Amended  and  Restated  Agreement  and
Declaration of Trust, dated August 31, 2007 (filed  electronically as Exhibit a4
to  Post-Effective  Amendment  No.  42 to  the  Registration  Statement  of  the
Registrant on September 27, 2007, File No. 2-82734,  and incorporated  herein by
reference).

     (b) Amended and  Restated  Bylaws,  dated  December 7, 2007,  are  included
herein.

     (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) Management Agreement with American Century Investment Management, Inc.,
dated  August 1,  2007  (filed  electronically  as  Exhibit d to  Post-Effective
Amendment No. 42 to the  Registration  Statement of the  Registrant on September
27, 2007, File No. 2-82734, and incorporated herein by reference).

     (e) (1)  Amended  and  Restated  Distribution  Agreement  between  American
Century California  Tax-Free and Municipal Funds and American Century Investment
Services,  Inc., dated September 4, 2007 (filed  electronically as Exhibit e1 to
Post-Effective  Amendment No. 42 to the Registration Statement of the Registrant
on September 27, 2007, File No. 2-82734, and incorporated herein by reference).

         (2) Form of Dealer/Agency Agreement (filed electronically as Exhibit e2
to  Post-Effective  Amendment No. 25 to the  Registration  Statement of American
Century  International  Bond Funds on April 30, 2007,  File No.  333-43321,  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).

         (6) Amendment No. 3 to the Global Custody  Agreement  between  American
Century Investments and the JPMorgan Chase Bank, dated as of May 31, 2006 (filed
electronically   as  Exhibit  g6  to  Pre-Effective   Amendment  No.  1  to  the
Registration  Statement of American Century Growth Funds,  Inc. on May 30, 2006,
File No. 333-132114, and incorporated herein by reference).

         (7) Registered Investment Company Custody Agreement with Goldman, Sachs
&  Co.,  dated  February  6,  2006  (filed   electronically  as  Exhibit  g7  to
Post-Effective  Amendment No. 41 to the Registration Statement of the Registrant
on December 28, 2006, File No. 2-82734, and incorporated herein by reference).

     (h) (1)  Amended and  Restated  Transfer  Agency  Agreement  with  American
Century  Services  Corporation,  dated August 1, 2007 (filed  electronically  as
Exhibit h1 to Post-Effective  Amendment No. 42 to the Registration  Statement of
the Registrant on September 27, 2007, File No. 2-82734,  and incorporated herein
by reference).

         (2) American  Century Funds Credit  Agreement  dated  December 12, 2007
with Bank of America, N.A., as Administrative Agent, is included herein.

         (3)  Customer   Identification   Program   Reliance   Agreement  (filed
electronically   as  Exhibit  h2  to  Pre-Effective   Amendment  No.  1  to  the
Registration  Statement of American Century Growth Funds,  Inc. on May 30, 2006,
File No. 333-132114, and incorporated herein by reference).

     (i)  Opinion  and  Consent of  Counsel,  dated  September  27,  2007 (filed
electronically  as  Exhibit  i  to  Post-Effective   Amendment  No.  42  to  the
Registration  Statement  of the  Registrant  on  September  27,  2007,  File No.
2-82734, and incorporated herein by reference).

     (j) Consent of  PricewaterhouseCoopers  LLP, independent  registered public
accounting firm, dated December 21, 2007, is included herein.

     (k) Not applicable.

     (l) Not applicable.

     (m) (1) Amended and Restated Master Distribution and Individual Shareholder
Services Plan (C Class), dated January 1, 2008, is included herein.

         (2) Amended and Restated Master Distribution and Individual Shareholder
Services Plan (A Class), dated January 1, 2008, is included herein.

         (3) Amended and Restated Master Distribution and Individual Shareholder
Services Plan (B Class), dated January 1, 2008, is included herein.

     (n) Amended and Restated  Multiple  Class Plan,  dated  January 1, 2008, is
included herein.

     (o) Reserved.

     (p) (1) American Century  Investments Code of Ethics (filed  electronically
as Exhibit p1 to Post-Effective  Amendment No. 41 to the Registration  Statement
of the  Registrant  on December 28, 2006,  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).

     (q) (1) Power of Attorney, dated September 7, 2007 (filed
electronically  as  Exhibit  q1  to  Post-Effective  Amendment  No.  55  to  the
Registration  Statement of American Century Government Income Trust on September
26, 2007, File No. 2-99222, and incorporated herein by reference).

         (2)   Secretary's   Certificate,   dated   September   7,  2007  (filed
electronically  as  Exhibit  q2  to  Post-Effective  Amendment  No.  55  to  the
Registration  Statement of American Century Government Income Trust on September
26, 2007, File No. 2-99222, and incorporated herein by reference).

Item 24. Persons Controlled by or Under Control with Registrant

     The persons who serve as the trustees or directors of the  Registrant  also
serve,  in  substantially   identical   capacities,   the  following  investment
companies:

American Century California Tax-Free and Municipal Funds
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Quantitative Equity Funds, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios II, Inc.

     Because  the boards of each of the  above-named  investment  companies  are
identical, these companies may be deemed to be under common control.

Item 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 Investment Advisor

     In addition to serving as the  Registrant's  investment  advisor,  American
Century Investment  Management,  Inc. provides portfolio management services for
other  investment  companies  as well as for other  business  and  institutional
clients.  Business backgrounds of the directors and principal executive officers
of the advisor that also hold  positions  with the Registrant are included under
"Management"  in the  Statement  of  Additional  Information  included  in  this
registration statement. The remaining principal executive officers and directors
of the advisor and their principal occupations during at least the past 2 fiscal
years are as follows:

     James E.  Stowers,  Jr.  (Director).  Founder,  Co-Chairman,  Director  and
     Controlling  Shareholder,  American Century Companies,  Inc. (ACC); Co-Vice
     Chairman,  ACC (January 2005 to February 2007); Chairman, ACC (January 1995
     to December 2004); Director, American Century Global Investment Management,
     Inc.  (ACGIM),  American  Century  Services,  LLC (ACS),  American  Century
     Investment Services,  Inc. (ACIS) and other ACC subsidiaries,  as well as a
     number of American Century-advised investment companies.

     Enrique Chang  (President,  Chief  Executive  Officer and Chief  Investment
     Officer  of ACIM and  ACGIM).  Served  as  President  and  Chief  Executive
     Officer, Munder Capital Management, 2002 to 2006.

The principal address for all American Century entities other than ACGIM is 4500
Main Street, Kansas City, MO 64111. The principal address for ACGIM is 666 Third
Avenue, 23rd Floor, New York, NY 10017.

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 Growth Funds, Inc.
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,  executive  officers  and
partners of ACIS:

Name and Principal    Positions and Offices       Positions and Offices
Business Address*        with Underwriter            with Registrant
- ----------------------------------------------------------------------

James E. Stowers, Jr.    Director                      none

Jonathan S. Thomas       Director                      President and
                                                       Trustee

Brian Jeter              President and Chief           none
                         Executive Officer

Jon W. Zindel            Senior Vice President and     Tax Officer
                         Chief Accounting Officer

David K. Anderson        Chief Financial Officer       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         none

Joseph S. Reece          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 American Century  Investment  Management,  Inc., 4500 Main Street,
Kansas City, MO 64111 and 1665  Charleston  Road,  Mountain View,  CA;  American
Century Services,  LLC, 4500 Main Street, Kansas City, MO 64111; JP Morgan Chase
Bank, 4 Metro Tech Center,  Brooklyn,  NY 11245;  and Commerce Bank,  N.A., 1000
Walnut, Kansas City, MO 64105.

Item 29. Management Services - Not applicable.

Item 30. Undertakings - Not applicable.

                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act and the  Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements for effectiveness of this Registration Statement amendment pursuant
to Rule 485(b) promulgated under the Securities Act of 1933, as amended, and has
duly caused this amendment to be signed on its behalf by the  undersigned,  duly
authorized,  in the City of Kansas  City,  State of  Missouri on the 28th day of
December, 2007.

                              AMERICAN CENTURY CALIFORNIA TAX-FREE
                              AND MUNICIPAL FUNDS
                              (Registrant)



                              By:   *
                                  --------------------------------
                                  Jonathan S. Thomas
                                  President


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
- ---------                         -----                            ----


*                            President and Trustee             December 28, 2007
- ----------------------
Jonathan S. Thomas


*                            Vice President, Treasurer         December 28, 2007
- ----------------------       and Chief Financial Officer
Robert J. Leach


*                            Trustee                           December 28, 2007
- ----------------------
John Freidenrich


*                            Chairman of the                   December 28, 2007
- ----------------------       Board and Trustee
Ronald J. Gilson

*
                             Trustee                           December 28, 2007
- ----------------------
Peter F. Pervere


*                            Trustee                           December 28, 2007
- ----------------------
Myron S. Scholes


*                            Trustee                           December 28, 2007
- ----------------------
John B. Shoven


*                            Trustee                           December 28, 2007
- ----------------------
Jeanne D. Wohlers



By:   /s/ Christine J. Crossley
    --------------------------------
    Christine J. Crossley
    Attorney in Fact
    (pursuant to Power of Attorney
    dated September 7, 2007)

                                  EXHIBIT INDEX

EXHIBIT           DESCRIPTION OF DOCUMENT
NUMBER

EXHIBIT (b)       Amended and Restated Bylaws, dated December 7, 2007

EXHIBIT (h)(2)    American Century Funds Credit Agreement dated December 12,
                  2007 with Bank of America, N.A., as Administrative Agent

EXHIBIT (j)       Consent of PricewaterhouseCoopers LLP, independent registered
                  public accounting firm, dated December 21, 2007

EXHIBIT (m)(1)    Amended and Restated Master Distribution and Individual
                  Shareholder Services Plan (C Class), dated January 1, 2008

EXHIBIT (m)(2)    Amended and Restated Master Distribution and Individual
                  Shareholder Services Plan (A Class), dated January 1, 2008

EXHIBIT (m)(3)    Amended and Restated Master Distribution and Individual
                  Shareholder Services Plan (B Class), dated January 1, 2008

EXHIBIT (n)       Amended and Restated Multiple Class Plan, dated January 1,
                  2008

EX-99.B

            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS


                                     BYLAWS

                 AS AMENDED AND RESTATED AS OF DECEMBER 7, 2007

                                TABLE OF CONTENTS

ARTICLE I OFFICES..................................................................... 1
     Section 1.  Principal Office..................................................... 1
     Section 2.  Other Offices........................................................ 1

ARTICLE II MEETINGS OF SHAREHOLDERS................................................... 1
     Section 1.  Place of Meetings.................................................... 1
     Section 2.  Call of Meeting...................................................... 1
     Section 3.  Notice of Shareholders' Meeting...................................... 1
     Section 4.  Manner of Giving Notice; Affidavit of Notice......................... 2
     Section 5.  Adjourned Meeting; Notice............................................ 2
     Section 6.  Voting............................................................... 2
     Section 7.  Waiver of Notice by Consent of Absent Shareholders................... 3
     Section 8.  Shareholder Action by Written Consent without a Meeting.............. 3
     Section 9.  Record Date for Shareholder Notice, Voting and Giving Consents....... 3
     Section 10.  Proxies............................................................. 4
     Section 11.  Inspectors of Election.............................................. 4

ARTICLE III TRUSTEES.................................................................. 5
     Section 1.  Powers............................................................... 5
     Section 2.  Number and Qualification of Trustees................................. 5
     Section 3.  Mandatory Retirement................................................. 5
     Section 4.  Vacancies............................................................ 5
     Section 5.  Place of Meetings and Meetings by Telephone.......................... 6
     Section 6.  Regular Meetings..................................................... 6
     Section 7.  Special Meetings..................................................... 6
     Section 8.  Quorum............................................................... 6
     Section 9.  Waiver of Notice..................................................... 7
     Section 10.  Adjournment......................................................... 7
     Section 11.  Notice of Adjournment............................................... 7
     Section 12.  Action without a Meeting............................................ 7
     Section 13.  Fees and Compensation of Trustees................................... 7

ARTICLE IV COMMITTEES................................................................. 8
     Section 1.  Committees of Trustees............................................... 8
     Section 2.  Meetings and Action of Committees.................................... 8

ARTICLE V OFFICERS.................................................................... 8
     Section 1.  Officers............................................................. 8
     Section 2.  Election of Officers................................................. 9
     Section 3.  Subordinate Officers................................................. 9
     Section 4.  Removal and Resignation of Officers.................................. 9
     Section 5.  Vacancies In Offices................................................. 9
     Section 6.  Chairman of the Board................................................ 9
     Section 7.  President............................................................ 9
     Section 8.  Vice Presidents......................................................10
     Section 9.  Secretary............................................................10
     Section 10.  Chief Financial Officer.............................................10
     Section 11.  Chief Compliance Officer............................................11

ARTICLE VI INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER AGENTS..........11
     Section 1. Indemnification.......................................................11
     Section 2. "Disabling Conduct"...................................................11
     Section 3. Conditions for Indemnification........................................11
     Section 4. Advance of Expenses...................................................12
     Section 5. Rights Not Exclusive..................................................12
     Section 6. Survival..............................................................12
     Section 7. Definitions...........................................................12
     Section 8. Insurance.............................................................13
     Section 9. Fiduciaries of Employee Benefit Plan..................................13

ARTICLE VII RECORDS AND REPORTS.......................................................13
     Section 1.  Maintenance and Inspection of Share Register.........................13
     Section 2.  Maintenance and Inspection of Bylaws.................................13
     Section 3.  Maintenance and Inspection of Other Records..........................14
     Section 4.  Inspection by Trustees...............................................14
     Section 5.  Financial Statements.................................................14

ARTICLE VIII GENERAL MATTERS..........................................................14
     Section 1.  Checks, Drafts, Evidence of Indebtedness.............................14
     Section 2.  Contracts and Instruments; How Executed..............................14
     Section 3.  Certificates for Shares..............................................15
     Section 4.  Lost Certificates....................................................15
     Section 5.  Uncertificated Shares................................................15
     Section 6.  Representation of Shares of Other Entities...........................16

ARTICLE IX AMENDMENTS.................................................................16
     Section 1.  Amendment by Shareholders............................................16
     Section 2.  Amendment by Trustees................................................16




AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS                  BYLAWS
- --------------------------------------------------------------------------------

                                     BYLAWS

                  AS AMENDED AND RESTATED AS OF DECEMBER 7,2007

                                    ARTICLE I
                                     OFFICES

SECTION 1.  PRINCIPAL OFFICE

The Board of Trustees shall fix the location of the principal executive office
of the Trust at any place within or outside The Commonwealth of Massachusetts.

SECTION 2.  OTHER OFFICES

The Board of Trustees may at any time establish branch or subordinate offices at
any place or places where the trust intends to do
business.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

SECTION 1.  PLACE OF MEETINGS

Meetings of shareholders shall be held at any place within or outside The
Commonwealth of Massachusetts designated by the Board of Trustees. In the
absence of any such designation, shareholders' meetings shall be held at the
principal executive office of the Trust.

SECTION 2.  CALL OF MEETING

A meeting of the shareholders shall be held whenever called by the Trustees and
whenever required by the provisions of the 1940 Act. A shareholder meeting may
be called at any time by the Board of Trustees or by the Chairman of the Board
or by the President. If a shareholder meeting is a meeting of the shareholders
of one or more series or classes of shares, but not a meeting of all
shareholders of the Trust, then only special meetings of the shareholders of
such one or more series or classes shall be called and only the shareholders of
such one or more series or classes shall be entitled to notice of and to vote at
such meeting.

SECTION 3.  NOTICE OF SHAREHOLDERS' MEETING

All notices of meetings of shareholders shall be sent or otherwise given in
accordance with Section 4 of this Article II not less than ten (10) nor more
than seventy-five (75) days before the date of the meeting. The notice shall
specify (i) the place, date and hour of the meeting, and (ii) the general nature
of the business to be transacted. The notice of any meeting at which trustees
are to be elected also shall include the name of any nominee or nominees whom at
the time of the notice are intended to be presented for election.

If action is proposed to be taken at any meeting for approval of (i) a contract
or transaction in which a trustee has a direct or indirect financial interest,
(ii) an amendment of the Declaration of Trust, (iii) a reorganization of the
Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state
the general nature of that proposal.

SECTION 4.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Notice of any meeting of shareholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges prepaid,
addressed to the shareholder at the address of that shareholder appearing on the
books of the Trust or its transfer agent or given by the shareholder to the
Trust for the purpose of notice. If no such address appears on the Trust's books
or is given, notice shall be deemed to have been given if sent to that
shareholder by first-class mail or telegraphic or other written communication to
the Trust's principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable to
deliver the notice to the shareholder at the address, all future notices or
reports shall be deemed to have been duly given without further mailing if these
shall be available to the shareholder on written demand of the shareholder at
the principal executive office of the Trust for a period of one year from the
date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any
shareholder's meeting shall be executed by the Secretary, an Assistant Secretary
or any transfer agent of the Trust giving the notice and shall be filed and
maintained in the minute book of the Trust.

SECTION 5.  ADJOURNED MEETING; NOTICE

Any shareholder's meeting, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy.

When any meeting of shareholders is adjourned to another time or place, notice
need not be given of the adjourned meeting at which the adjournment is taken,
unless a new record date of the adjourned meeting is fixed or unless the
adjournment is for more than sixty (60) days from the date set for the original
meeting, in which case the Board of Trustees shall set a new record date. Where
required, notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Section 3 and 4 of this Article II. At any adjourned
meeting, the Trust may transact any business which might have been transacted at
the original meeting.

SECTION 6.  VOTING

The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of the Declaration of Trust, as in
effect at such time. The shareholders' vote may be by voice vote or by ballot,
provided, however, that any election for trustees must be by ballot if demanded
by any shareholder before the voting has begun. On any matter other than
elections of trustees, any shareholder may vote part of the shares in favor of
the proposal and refrain from voting the remaining shares or vote them against
the proposal, but if the shareholder fails to specify the number of shares which
the shareholder is voting affirmatively, it will be conclusively presumed that
the shareholder's approving vote is with respect to the total shares that the
shareholder is entitled to vote on such proposal.

SECTION 7.  WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS

The transactions of the meeting of shareholders, however called and noticed and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy and
if either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of shareholders.

Attendance by a person at a meeting shall also constitute a waiver of notice of
that meeting, except when the person objects at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters not included in the notice of the meeting
if that objection is expressly made at the beginning of the meeting.

SECTION 8.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action which may be taken at any meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all shares entitled to vote on that
action were present and voted. All such consents shall be filed with the
Secretary of the Trust and shall be maintained in the Trust's records. Any
shareholder giving a written consent or the shareholder's proxy holders or a
transferee of the shares or a personal representative of the shareholder or
their respective proxy holders may revoke the consent by a writing received by
the Secretary of the Trust before written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in
writing and if the unanimous written consent of all such shareholders shall not
have been received, the Secretary shall give prompt notice of the action
approved by the shareholders without a meeting. This notice shall be given in
the manner specified in Section 4 of this Article II. In the case of approval of
(i) contracts or transactions in which a trustee has a direct or indirect
financial interest, (ii) indemnification of agents of the Trust, and (iii) a
reorganization of the Trust, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

SECTION 9.  RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS

For purposes of determining the shareholders entitled to notice of any meeting
or to vote or entitled to give consent to action without a meeting, the Board of
Trustees may fix in advance a record date which shall not be more than
seventy-five (75) days nor less than ten (10) days before the date of any such
meeting as provided in the Declaration of Trust.

If the Board of Trustees does not so fix a record date:

(a)  The record date for determining shareholders entitled to notice of or to
     vote at a meeting of shareholders shall be at the close of business on the
     business day next preceding the day on which notice is given or if notice
     is waived, at the close of business on the business day next preceding the
     day on which the meeting is held.

(b)  The record date for determining shareholders entitled to give consent to
     action in writing without a meeting, (i) when no prior action by the Board
     of Trustees has been taken, shall be the day on which the first written
     consent is given, or (ii) when prior action of the Board of Trustees has
     been taken, shall be at the close of business on the day on which the Board
     of Trustees adopt the resolution relating to that action or the
     seventy-fifth day before the date of such other action, whichever is later.

SECTION 10.  PROXIES

Every person entitled to vote for trustees or on any other matter shall have the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the Trust. A proxy
shall be deemed signed if the shareholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission, or by electronic,
telephonic, computerized or other alternative form of execution authorized by
the Trustees) by the shareholder or the shareholder's attorney-in-fact. A proxy
with respect to Shares held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of such proxy the Trust
receives specific written notice to the contrary from any one of them. A proxy
purporting to be exercised by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. A validly executed proxy which does not
state that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it before the vote pursuant to that proxy by a
writing delivered to the Trust stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by the person executing that proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the Trust before the vote
pursuant to that proxy is counted; provided however, that no proxy shall be
valid after the expiration of eleven (11) months from the date of the proxy
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of the
General Corporation Law of the Commonwealth of Massachusetts, as if the Trust
were a Massachusetts corporation.

SECTION 11.  INSPECTORS OF ELECTION

Before any meeting of shareholders, the Board of Trustees may appoint any
persons other than nominees for office to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are so appointed, the
chairman of the meeting may and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may and on the request of any shareholder or a
shareholder's proxy, shall appoint a person to fill the vacancy.

These inspectors shall:

(a)  Determine the number of shares outstanding and the voting power of each,
     the shares represented at the meeting, the existence of a quorum and the
     authenticity, validity and effect of proxies;

(b)  Receive votes, ballots or consents;

(c)  Hear and determine all challenges and questions in any way arising in
     connection with the right to vote;

(d)  Count and tabulate all votes or consents;

(e)  Determine when the polls shall close;

(f)  Determine the result; and

(g)  Do any other acts that may be proper to conduct the election or vote with
     fairness to all shareholders.

                                   ARTICLE III
                                    TRUSTEES

SECTION 1.  POWERS

Subject to the applicable provisions of the Declaration of Trust, these Bylaws,
and applicable laws relating to action required to be approved by the
shareholders or by the outstanding shares, the business and affairs of the Trust
shall be managed and all powers shall be exercised by or under the direction of
the Board of Trustees.

SECTION 2.  NUMBER AND QUALIFICATION OF TRUSTEES

The authorized number of trustees shall be not less than three (3) nor more than
fifteen (15) until changed by a duly adopted amendment to the Declaration of
Trust and these Bylaws. The selection and nomination of disinterested trustees
is committed solely to the discretion of a Nominating Committee consisting of
all sitting disinterested trustees except where the remaining trustee or
trustees are interested persons.

SECTION 3.  MANDATORY RETIREMENT

Disinterested trustees shall retire when they reach the age of seventy-three
(73) years; provided, however, the remaining disinterested trustees may waive
the mandatory retirement provision expressed herein for a period not to exceed
two years.

SECTION 4.  VACANCIES

Vacancies in the Board of Trustees may be filled by a majority of the remaining
trustees, though less than a quorum, or by a sole remaining trustee, unless the
Board of Trustees calls a meeting of shareholders for the purposes of electing
trustees. In the event that at any time less than a majority of the trustees
holding office at that time were so elected by the holders of the outstanding
voting securities of the Trust, the Board of Trustees shall forthwith cause to
be held as promptly as possible, and in any event within sixty (60) days, a
meeting of such holders for the purpose of electing trustees to fill any
existing vacancies in the Board of Trustees, unless such period is extended by
order of the United States Securities and Exchange Commission.

SECTION 5.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE

All meetings of the Board of Trustees may be held at any place within or outside
The Commonwealth of Massachusetts that has been designated from time to time by
resolution of the Board. In the absence of such a designation, regular meetings
shall be held at the principal executive office of the Trust. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, so long as all trustees participating in the meeting can hear one
another and all such trustees shall be deemed to be present in person at the
meeting; PROVIDED THAT, in accordance with the provisions of the Investment
Company Act of 1940, the Board may not transact by such a meeting any business
which involves the entering into, or the approval, performance, or renewal of
any contract or agreement, whereby a person undertakes regularly to serve or act
as the Trust's investment advisor or principal underwriter.

SECTION 6.  REGULAR MEETINGS

Regular meetings of the Board of Trustees shall be held without call at such
time as shall from time to time be fixed by the Board of Trustees. Such regular
meetings may be held without notice.

SECTION 7.  SPECIAL MEETINGS

Special meetings of the Board of Trustees for any purpose or purposes may be
called at any time by the Chairman of the Board or the President or any Vice
President or the Secretary or any two (2) trustees.

Notice of the time and place of special meetings shall be delivered personally
or by telephone to each trustee or sent by first-class mail, by facsimile, or
electronic mail, charges prepaid, addressed to each trustee at that trustee's
address as it is shown on the records of the Trust. In case the notice is
mailed, it shall be deposited in the United States mail at least four (4) days
before the time of the holding of the meeting. In case the notice is delivered
personally, by telephone, by facsimile delivery, or by electronic mail, it shall
be given at least forty-eight (48) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the trustee or to a person at the office of the trustee who the person
giving the notice has reason to believe will promptly communicate it to the
trustee. The notice need not specify the purpose of the meeting or the place if
the meeting is to be held at the principal executive office of the Trust.

SECTION 8.  QUORUM

A majority of the number of trustees (as fixed in accordance with the provisions
of the Declaration of Trust) shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 10 of this Article III. Every
act or decision done or made by a majority of the trustees present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Trustees, subject to the provisions of the Declaration of Trust. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of trustees if any action taken is approved by at
least a majority of the required quorum for that meeting.

SECTION 9.  WAIVER OF NOTICE

Notice of any meeting need not be given to any trustee who either before or
after the meeting signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice of consent need not
specify the purpose of the meeting. All such waivers, consents and approvals
shall be filed with the records of the Trust or made a part of the minutes of
the meeting. Notice of a meeting shall also be deemed given to any trustee who
attends the meeting without protesting before or at its commencement the lack of
notice to that trustee.

SECTION 10.  ADJOURNMENT

A majority of the trustees present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.

SECTION 11.  NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting need not be given
unless the meeting is adjourned for more than forty-eight (48) hours, in which
case notice of the time and place shall be given before the time of the
adjourned meeting in the manner specified in Section 6 of this Article III to
the trustees who were present at the time of the adjournment.

SECTION 12.  ACTION WITHOUT A MEETING

Any action required or permitted to be taken by the Board of Trustees may be
taken without a meeting if a majority of the members of the Board of Trustees
shall individually or collectively consent in writing to that action; PROVIDED
THAT, in accordance with the Investment Company Act of 1940, such written
consent does not approve the entering into, or the renewal or performance of any
contract or agreement, whereby a person undertakes regularly to serve or act as
the Trust's investment advisor or principal underwriter. Any other action by
written consent shall have the same force and effect as a majority vote of the
Board of Trustees. Written consents shall be filed with the minutes of the
proceedings of the Board of Trustees.

SECTION 13.  FEES AND COMPENSATION OF TRUSTEES

Trustees and members of committees may receive such compensation, if any, for
their services and such reimbursement of expenses as may be fixed or determined
by resolution of the Board of Trustees. This Section 12 shall not be construed
to preclude any trustee from serving the Trust in any other capacity as an
officer, agent, employee or otherwise and receiving compensation for those
services.

                                   ARTICLE IV
                                   COMMITTEES

SECTION 1.  COMMITTEES OF TRUSTEES

The Board of Trustees may by resolution adopted by a majority of the authorized
number of trustees designate one or more committees, each consisting of two (2)
or more trustees, to serve at the pleasure of the Board. The Board may designate
one or more trustees as alternate members of any committee who may replace any
absent member at any meeting of the committee. Any committee to the extent
provided in the resolution of the Board, shall have the authority of the Board,
except with respect to:

(a)  the approval of any action which under applicable law also requires
     shareholders' approval or approval of the outstanding shares, or requires
     approval by a majority of the entire Board or certain members of said
     Board;

(b)  the filling of vacancies on the Board of Trustees or in any committee;

(c)  the fixing of compensation of the trustees for serving on the Board of
     Trustees or on any committee;

(d)  the amendment or repeal of the Declaration of Trust or of the Bylaws or the
     adoption of new Bylaws;

(e)  the amendment or repeal of any resolution of the Board of Trustees which by
     its express terms is not so amendable or repealable; or

(f)  the appointment of any other committees of the Board of Trustees or the
     members of these committees.

SECTION 2.  MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by and held and taken in
accordance with the provisions of Article III of these Bylaws, with such changes
in the context thereof as are necessary to substitute the committee and its
members for the Board of Trustees and its members, except that the time of
regular meetings of committees may be determined either by resolution of the
Board of Trustees or by resolution of the committee. Special meetings of
committees may also be called by resolution of the Board of Trustees, and notice
of special meetings of committees shall also be given to all alternate members
who shall have the right to attend all meetings of the committee. The Board of
Trustees may adopt rules for the government of any committee not inconsistent
with the provisions of these Bylaws.

                                    ARTICLE V
                                    OFFICERS

SECTION 1.  OFFICERS

The officers of the Trust shall be a President, a Secretary, a Chief Financial
Officer, a Chief Compliance Officer and a Treasurer. The Trust may also have, at
the discretion of the Board of Trustees, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person.

SECTION 2.  ELECTION OF OFFICERS

The officers of the Trust, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article V,
shall be chosen by the Board of Trustees, and each shall serve at the pleasure
of the Board of Trustees, subject to the rights, if any, of an officer under any
contract of employment.

SECTION 3.  SUBORDINATE OFFICERS

The Board of Trustees may appoint and may empower the President to appoint such
other officers as the business of the Trust may require, each of whom shall hold
office for such period, have such authority and perform such duties as are
provided in these Bylaws or as the Board of Trustees may from time to time
determine.

SECTION 4.  REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment,
any officer may be removed, either with or without cause, by the Board of
Trustees at any regular or special meeting of the Board of Trustees or except in
the case of an officer upon whom such power of removal may be conferred by the
Board of Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.

SECTION 5.  VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, disqualification
or other cause shall be filled in the manner prescribed in these Bylaws for
regular appointment to that office.

SECTION 6.  CHAIRMAN OF THE BOARD

The Chairman of the Board shall, if present, preside at meetings of the Board of
Trustees and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Trustees or prescribed by the
Bylaws.

SECTION 7.  PRESIDENT

Subject to such supervisory powers, if any, as may be given by the Board of
Trustees to the Chairman of the Board, the President shall be the principal
executive officer and the principal operating officer of the Trust and shall,
subject to control of the Board of Trustees, have general supervision, direction
and control of the business and the officers of the Trust. He shall preside at
all shareholder meetings and, in the absence of the Chairman of the Board or if
there be none, at all meetings of the Board of Trustees. He shall have the
general powers and duties of management usually vested in the office of
President of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Trustees or these Bylaws.

SECTION 8.  VICE PRESIDENTS

In the absence or disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Trustees or if not ranked, a Vice
President designated by the Board of Trustees, shall perform all the duties of
the President and when so acting shall have all powers of and be subject to all
the restrictions upon the President. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board of Trustees or by these Bylaws and the president
or the Chairman of the Board.

SECTION 9.  SECRETARY

The Secretary shall keep or cause to be kept at the principal executive office
of the Trust or such other place as the Board of Trustees may direct a book of
minutes of all meetings and actions of trustees, committees of trustees and
shareholders with the time and place of holding, whether regular or special, and
if special, how authorized, the notice given, the names of those present at
trustees' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings and the proceedings.

The Secretary shall keep or cause to be kept at the principal executive office
of the Trust or at the office of the Trust's transfer agent or registrar, as
determined by resolution of the Board of Trustees, a share register or a
duplicate share register showing the names of all shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same and the number and date of cancellation of
every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the
shareholders and the Board of Trustees required by these Bylaws or by applicable
law to be given and shall have such other powers and perform such other duties
as may be prescribed by the Board of Trustees or by these Bylaws.

SECTION 10.  CHIEF FINANCIAL OFFICER

The Chief Financial Officer shall be the principal financial and accounting
officer of the Trust and shall keep and maintain or cause to be kept and
maintained adequate and correct books and records of accounts of the properties
and business transactions of the Trust, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any trustee.

The Chief Financial Officer shall deposit all monies and other valuables in the
name and to the credit of the Trust with such depositories as may be designated
by the Board of Trustees. He shall disburse the funds of the Trust as may be
ordered by the Board of Trustees, shall render to the president and trustees,
whenever they request it, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the Trust and shall have
other powers and perform such other duties as may be prescribed by the Board of
Trustees or these Bylaws.

SECTION 11.  CHIEF COMPLIANCE OFFICER

The Chief Compliance Officer shall be the principal officer of the Trust
responsible for administering its compliance policies and procedures. The Chief
Compliance Officer shall have the power to develop and enforce policies and
procedures reasonably designed to prevent the Trust from violating the
securities laws applicable to its operations. The Chief Compliance Officer shall
serve at the pleasure of the Trustees and reports directly to the Trust. The
Chief Compliance Officer shall have such other powers and perform such other
duties as may be prescribed by the Trustees, these Bylaws, or the federal
securities laws.

                                   ARTICLE VI
        INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER AGENTS

SECTION 1. INDEMNIFICATION

The Trust shall indemnify any individual ("Indemnitee") who is a present or
former trustee, officer, employee, or agent of the Trust, or who, while a
trustee, officer, employee, or agent of the Trust, is or was serving at the
request of the Trust as a trustee, officer, partner, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan who, by reason of his position was,
is, or is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter collectively referred to as a "Proceeding") against
any judgments, penalties, fines, amounts paid in settlement, and expenses
(including attorneys' fees) actually and reasonably incurred by such Indemnitee
in connection with any Proceeding, to the fullest extent that such
indemnification may be lawful under Massachusetts law. The Trust shall pay any
reasonable expenses so incurred by such Indemnitee in defending a Proceeding in
advance of the final disposition thereof to the fullest extent that such advance
payment may be lawful under Massachusetts law. Subject to any applicable
limitations and requirements set forth in the Trust's Declaration of Trust and
in these By-laws, any payment of indemnification or advance of expenses shall be
made in accordance with the procedures set forth in Massachusetts law.

SECTION 2. "DISABLING CONDUCT"

Anything in this Article to the contrary notwithstanding, nothing in this
Article shall protect or purport to protect any Indemnitee against any liability
to the Trust or its stockholders, whether or not there has been an adjudication
of liability, to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office ("Disabling Conduct").

SECTION 3. CONDITIONS FOR INDEMNIFICATION

Anything in this Article to the contrary notwithstanding, no indemnification
shall be made by the Trust to any Indemnitee unless:

(a)  there is a final decision on the merits by a court or other body before
     whom the Proceeding was brought that the Indemnitee was not liable by
     reason of Disabling Conduct; or

(b)  in the absence of such decision, the Trustees, based upon a review of the
     facts, forms a reasonable belief that the Indemnitee was not liable by
     reason of Disabling Conduct, which reasonable belief may be formed:

     (i)  by the vote of a majority of a quorum of trustees who are neither
          "interested persons" of the Trust as defined in Article 2(a)(19) of
          the Investment Company Act, nor parties to the Proceeding; or

     (ii) based on a written opinion of independent legal counsel.

SECTION 4. ADVANCE OF EXPENSES

Anything in this Article to the contrary notwithstanding, any advance of
expenses by the Trust to any Indemnitee shall be made only upon the undertaking
by such Indemnitee to repay the advance unless it is ultimately determined that
such Indemnitee is entitled to indemnification as above provided, and only if
the Trustees:

(a)  obtains assurances that the advance will be repaid by (A) the Trust
     receiving collateral from the Indemnitee for his undertaking or (B) the
     Trust obtaining insurance against losses arising by reason of any lawful
     advances; or

(b)  has a reasonable belief that the Indemnitee has not engaged in Disabling
     Conduct and will ultimately be found entitled to indemnification, which
     reasonable belief may be formed:

     (i)  by a majority of a quorum of trustees who are neither "interested
          persons" of the Trust as defined in Article 2(a)(19) of the Investment
          Company Act, nor parties to the Proceeding; or

     (ii) based upon a written opinion of an independent legal counsel that in
          turn is based on counsel's review of readily available facts (which
          review shall not require a full trial-type inquiry).

SECTION 5. RIGHTS NOT EXCLUSIVE

The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any law, bylaw, agreement, vote of stockholders or disinterested trustees or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office.

SECTION 6. SURVIVAL

The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article shall, unless otherwise provided when authorized or ratified,
continue as to an Indemnitee who has ceased to be a trustee, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such an Indemnitee.

SECTION 7. DEFINITIONS

For purposes of this Article, references to (i) the "Trust" shall include, in
addition to the resulting trust, any constituent trust (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its trustees, officers, and employees or agents so that any person who
is or was a trustee, officer, employee or agent of such constituent trust, or is
or was serving at the request of such constituent trust as a trustee, officer,
employee or agent of another trust, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving trust as such person would
have with respect to such constituent trust if its separate existence had
continued; (ii) "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and (iii) "serving at the request of the
"Trust" shall include any service as a trustee, officer, employee or agent of
the Trust which imposes duties on, or involves service by, such trustee,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.

SECTION 8. INSURANCE

To the fullest extent permitted by applicable Massachusetts law and by Sections
17(h) and 17(i) of the Investment Company Act, or any successor provisions
thereto or interpretations thereunder, the Trust may purchase and maintain
insurance on behalf of any person who is or was a trustee, officer, employee, or
agent of the Trust, or who is or was serving at the request of the Trust as a
trustee, officer, partner, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise, or employee
benefit plan, against any liability asserted against him and incurred by him in
any such capacity or arising out of his position, whether or not the Trust would
have the power to indemnify him against such liability.

SECTION 9. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN

This Article does not apply to any proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in that person's capacity
as such, even though that person may also be an agent of this Trust as defined
in Section 1 of this Article. Nothing contained in this Article shall limit any
right to indemnification to which such a trustee, investment manager or other
fiduciary may be entitled by contract or otherwise which shall be enforceable to
the extent permitted by applicable law other than this Article.

                                   ARTICLE VII
                               RECORDS AND REPORTS

SECTION 1.  MAINTENANCE AND INSPECTION OF SHARE REGISTER

This Trust shall keep at its principal executive office or at the office of its
transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Trustees, a record of its shareholders, giving the
names and addresses of all shareholders and the number and series of shares held
by each shareholder.

SECTION 2.  MAINTENANCE AND INSPECTION OF BYLAWS

The Trust shall keep at is principal executive office the original or a copy of
these Bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours.

SECTION 3.  MAINTENANCE AND INSPECTION OF OTHER RECORDS

The accounting books and records and minutes of proceedings of the shareholders
and the Board of Trustees and any committee or committees of the Board of
Trustees shall be kept at such place or places designated by the Board of
Trustees or in the absence of such designation, at the principal executive
office of the Trust. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate at any reasonable
time during usual business hours for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney and
shall include the right to copy and make extracts.

SECTION 4.  INSPECTION BY TRUSTEES

Every trustee shall have the absolute right at any reasonable time to inspect
all books, records, and documents of every kind and the physical properties of
the Trust. This inspection by a trustee may be made in person or by an agent or
attorney and the right of inspection includes the right to copy and make
extracts of documents.

SECTION 5.  FINANCIAL STATEMENTS

A copy of any financial statements and any income statement of the Trust for
each quarterly period of each fiscal year and accompanying balance sheet of the
Trust as of the end of each such period that has been prepared by the Trust
shall be kept on file in the principal executive office of the Trust for at
least twelve (12) months and each such statement shall be exhibited at all
reasonable times to any shareholder demanding an examination of any such
statement or a copy shall be mailed to any such shareholder.

The quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of any independent accountants
engaged by the Trust or the certificate of an authorized officer of the Trust
that the financial statements were prepared without audit from the books and
records of the Trust.

                                  ARTICLE VIII
                                 GENERAL MATTERS

SECTION 1.  CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS

All checks, drafts, or other orders for payment of money, notes or other
evidences of indebtedness issued in the name of or payable to the Trust shall be
signed or endorsed by such person or persons and in such manner as from time to
time shall be determined by resolution of the Board of Trustees.

SECTION 2.  CONTRACTS AND INSTRUMENTS; HOW EXECUTED

The Board of Trustees, except as otherwise provided in these Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Trust and this
authority may be general or confined to specific instances; and unless so
authorized or ratified by the Board of Trustees or within the agency power of an
officer, no officer, agent, or employee shall have any power or authority to
bind the Trust by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.

SECTION 3.  CERTIFICATES FOR SHARES

At the discretion of the Trustees, a certificate or certificates for shares of
beneficial interest in any series of the trust may be issued to each shareholder
when any of these shares are fully paid. All certificates shall be signed in the
name of the Trust by the chairman of the board or the president or vice
president and by the chief financial officer or an assistant treasurer or the
secretary or any assistant secretary, certifying the number of shares and the
series of shares owned by the shareholders. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been place on a certificate
shall have ceased to be that officer, transfer agent, or registrar before that
certificate is issued, it may be issued by the Trust with the same effect as if
that person were an officer, transfer agent or registrar at the date of issue.
Notwithstanding the foregoing, the Trust may adopt and use a system of issuance,
recordation and transfer of its shares by electronic or other means.

SECTION 4.  LOST CERTIFICATES

Except as provided in this Section 4, no new certificates for shares shall be
issued to replace an old certificate unless the latter is surrendered to the
Trust and cancelled at the same time. The Board of Trustees may in case any
share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate on such terms and
conditions as the Board of Trustees may require, including a provision for
indemnification of the Trust secured by a bond or other adequate security
sufficient to protest the Trust against any claim that may be made against it,
including any expense or liability on account of the alleged loss, theft, or
destruction of the certificate or the issuance of the replacement certificate.

SECTION 5.  UNCERTIFICATED SHARES

Unless determined otherwise by the Trustees, the Trust shall issue shares of any
or all series in uncertificated form; provided, however, the Trust may issue
certificates to the holders of shares of a series which was originally issued in
uncertificated form, and if it has issued shares of any series in certificated
form, they may at any time discontinue the issuance of share certificates for
such series and may, by written notice to such shareholders of such series
require the surrender of their shares certificates to the Trust for
cancellation, which surrender and cancellation shall not affect the ownership of
shares for such series.

For any series of shares for which the trustees issue shares without
certificates, the Trust, or any transfer agent selected by the Trust, may either
issue receipts therefore or may keep accounts upon the books of the Trust for
the record holders of such shares, who shall in either case be deemed, for all
purposes hereunder to be the holders of such shares as if they had received
certificates therefore and shall be held to have expressly assented and agreed
to the terms hereof and of the Declaration of Trust.

SECTION 6.  REPRESENTATION OF SHARES OF OTHER ENTITIES

The Chairman of the Board, the President or any Vice President or any other
person authorized by resolution of the Board of Trustees or by any of the
foregoing designated officers, is authorized to vote on behalf of the Trust any
and all shares of any corporation or corporations, partnerships, trusts, or
other entities, foreign or domestic, standing in the name of the Trust. The
authority granted to these officers to vote or represent on behalf of the Trust
any and all shares held by the Trust in any form of entity may be exercised by
any of these officers in person or by any person authorized to do so by a proxy
duly executed by these officers.

                                   ARTICLE IX
                                   AMENDMENTS

SECTION 1.  AMENDMENT BY SHAREHOLDERS

These Bylaws may be amended or repealed, in whole or in part, at any time by the
affirmative vote or written consent of a majority of the outstanding shares
issued and entitled to vote, except as otherwise provided by applicable law or
by the Declaration of Trust or these Bylaws.

SECTION 2.  AMENDMENT BY TRUSTEES

Subject to the right of shareholders as provided in Section 1 of this Article to
adopt, amend or repeal Bylaws, and except as otherwise provided by applicable
law or by the Declaration of Trust, these Bylaws may be adopted, amended, or
repealed, in whole or in part, at any time by the Board of Trustees.

EX-99.H2

                                                                  EXHIBIT (h)(2)

- --------------------------------------------------------------------------------






                             AMERICAN CENTURY FUNDS

                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 12, 2007

                             BANK OF AMERICA, N.A.,
                             AS ADMINISTRATIVE AGENT

                             THE SEVERAL BANKS FROM
                            TIME TO TIME PARTY HERETO

                       BANC OF AMERICA SECURITIES LLC AND
                         CITIGROUP GLOBAL MARKETS INC.,
                 AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS

                        CITIBANK NA, AS SYNDICATION AGENT

            DEUTSCHE BANK AG NEW YORK BRANCH, AS DOCUMENTATION AGENT



- --------------------------------------------------------------------------------











A/72335952.4



                                TABLE OF CONTENTS

                                                                                            PAGE
                                                                                            ----
SECTION 1.       Definitions and Accounting Matters...........................................1

     Section 1.1        Certain Defined Terms.................................................1

     Section 1.2        Accounting Terms and Determinations...................................8

SECTION 2.       Commitments, Loans, Notes and Prepayments....................................8

     Section 2.1        Loans.................................................................8

     Section 2.2        Procedure for Borrowings..............................................8

     Section 2.3        Changes of Commitments................................................9

     Section 2.4        Commitment Fee........................................................9

     Section 2.5        Lending Offices.......................................................9

     Section 2.6        Several Obligations; Remedies Independent............................10

     Section 2.7        Notes................................................................10

     Section 2.8        Optional Prepayments.................................................10

     Section 2.9        Mandatory Prepayments................................................11

     Section 2.10       Extension of Commitment Termination Date.............................11

     Section 2.11       Designation of Additional Borrower Amendments to Schedule I..........12

     Section 2.12       Swing Line Commitment................................................13

     Section 2.13       Procedure for Swing Line Borrowing...................................13

     Section 2.14       Refunding of Swing Line Loans........................................14

     Section 2.15       Interfund Lending....................................................14

     Section 2.16       Increase In Commitments..............................................14

SECTION 3.       Payments of Principal and Interest..........................................17

     Section 3.1        Repayment of Loans...................................................17

     Section 3.2        Interest.............................................................18

SECTION 4.       Payments; Pro Rata Treatment; Computations; Etc.............................18

     Section 4.1        Payments.............................................................18

     Section 4.2        Pro Rata Treatment...................................................19

     Section 4.3        Computations.........................................................20

     Section 4.4        Minimum Amounts......................................................20

     Section 4.5        Certain Notices......................................................20

     Section 4.6        Non-Receipt of Funds by the Administrative Agent.....................20


                                      (i)
A/72335952.4



     Section 4.7        Sharing of Payments, Etc.............................................21

     Section 4.8        Requirements of Law..................................................22

SECTION 5.       U.S. Taxes..................................................................23

SECTION 6.       Conditions Precedent........................................................25

     Section 6.1        Initial Loan.........................................................25

     Section 6.2        Initial and Subsequent Loans.........................................27

SECTION 7.       Representations and Warranties..............................................27

     Section 7.1        Corporate Existence; Compliance with Law.............................28

     Section 7.2        Investment Company...................................................28

     Section 7.3        Permission to Borrow.................................................28

     Section 7.4        Financial Condition..................................................28

     Section 7.5        Litigation...........................................................29

     Section 7.6        No Default...........................................................29

     Section 7.7        No Breach............................................................29

     Section 7.8        Action...............................................................29

     Section 7.9        Approvals............................................................29

     Section 7.10       Use of Credit........................................................30

     Section 7.11       ERISA................................................................30

     Section 7.12       Taxes................................................................30

     Section 7.13       True and Complete Disclosure.........................................30

     Section 7.14       Accuracy of Information..............................................30

     Section 7.15       Indebtedness.........................................................31

     Section 7.16       Property and Liens...................................................31

     Section 7.17       Blue Sky Registrations...............................................31

     Section 7.18       Federal Regulations..................................................31

     Section 7.19       Apportionment Among Funds............................................31

     Section 7.20       No Material Adverse Change...........................................31

SECTION 8.       Covenants of the Funds......................................................31

     Section 8.1        Financial Statements.................................................32

     Section 8.2        Certificates; Other Information......................................33

     Section 8.3        Notices..............................................................34

     Section 8.4        Existence, Etc.......................................................34

     Section 8.5        Use of Proceeds......................................................36


                                      (ii)
A/72335952.4




     Section 8.6        Insurance............................................................36

     Section 8.7        Prohibition of Fundamental Changes...................................36

     Section 8.8        Limitations on Liens.................................................37

     Section 8.9        Indebtedness.........................................................38

     Section 8.10       Dividend Payments....................................................38

     Section 8.11       Asset Coverage; Borrowing Limits.....................................38

     Section 8.12       Lines of Business....................................................38

     Section 8.13       Modifications of Certain Documents...................................38

SECTION 9.       Events of Default...........................................................38

SECTION 10.      The Administrative Agent....................................................41

     Section 10.1       Appointment and Authority............................................41

     Section 10.2       Rights of a Bank.....................................................42

     Section 10.3       Exculpatory Provisions...............................................42

     Section 10.4       Reliance by Administrative Agent.....................................43

     Section 10.5       Delegation of Duties.................................................43

     Section 10.6       Resignation of Administrative Agent..................................44

     Section 10.7       Non Reliance on Administrative Agent and other Banks.................44

     Section 10.8       No Other Duties......................................................45

     Section 10.9       Administrative Agent May File Proofs of Claim........................45

SECTION 11.      Miscellaneous...............................................................46

     Section 11.1       Waiver...............................................................46

     Section 11.2       Notices..............................................................46

     Section 11.3       Expenses, Etc........................................................48

     Section 11.4       Amendments, Etc......................................................49

     Section 11.5       Successors and Assigns...............................................49

     Section 11.6       Assignments and Participations.......................................50

     Section 11.7       Survival.............................................................51

     Section 11.8       Caption..............................................................51

     Section 11.9       Counterparts; Integration; Effectiveness.............................52

     Section 11.10      Governing Law; Submission to Jurisdiction............................52

     Section 11.11      Waiver of Jury Trial.................................................52

     Section 11.12      Treatment of Certain Information; Confidentiality....................53

     Section 11.13      Limited Recourse.....................................................54


                                      (iii)
A/72335952.4



     Section 11.14      Severability.........................................................55

     Section 11.15      No Advisory or Fiduciary Responsibility..............................55

     Section 11.16      USA Patriot Act Notice...............................................56



                                      (iv)
A/72335952.4



SCHEDULE I                   -        Borrower

SCHEDULE II                  -        Commitments

SCHEDULE III                 -        Custody Agreements

SCHEDULE IV                  -        Distribution Agreements

SCHEDULE V                   -        Investment Management Agreements

SCHEDULE VI                  -        Shareholder Services Agreements

SCHEDULE VII                 -        Specified Existing Affiliates

EXHIBIT 2.7(a)               -        Form of Note

EXHIBIT 2.11(a)              -        Form of Designation of New Borrowers

EXHIBIT 6.1(b)               -        Form of Opinion

EXHIBIT 11.6(b)              -        Form of Assignment and Acceptance


                                      (v)
A/72335952.4




     CREDIT AGREEMENT, dated as of December 12, 2007 (this "AGREEMENT") among
(i) each fund signatory hereto (each a "FUND" and collectively, the "FUNDS") on
behalf of itself or on behalf of each entity listed on SCHEDULE I beneath such
fund's name, which entity is a series or portfolio of such Fund (each such
series or portfolio, a "BORROWER" and, collectively, the "BORROWERS"), (ii) the
several banks from time to time parties to this Agreement, which banks are
listed on Schedule II (the "BANKS"), and (iii) BANK OF AMERICA, N.A., as
administrative agent for the Banks hereunder (in such capacity, the
"ADMINISTRATIVE AGENT").

     WHEREAS, each Fund is an open-end registered investment company under the
Investment Company Act of 1940 for which the Investment Adviser (as defined
below) acts as an investment manager;

     WHEREAS, each Borrower has requested the Banks to make Loans (as defined
below) severally and not jointly to each Borrower and to make available to it a
credit facility for the purposes and on the terms and conditions set forth
herein;

     WHEREAS, each Bank acknowledges that each Borrower shall be liable
hereunder only for the Loans made to such Borrower hereunder and interest
thereon and for the fees and expenses associated therewith and as otherwise set
forth herein, and that, notwithstanding anything to the contrary herein, each
Borrower's obligations hereunder are several and not joint;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.

           Section 1.1 Certain Defined Terms.

As used herein, the following terms shall have the following meanings (all terms
defined in this SECTION 1.1 or in other provisions of this Agreement in the
singular to have the same meanings when used in the plural and VICE VERSA):

     "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative Questionnaire
in a form supplied by the Administrative Agent.

     "ADVISERS ACT" shall mean the Investment Advisers Act of 1940, as amended.

     "AFFILIATE" shall mean as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person. For purposes of this definition,
"control" of a Person means the power, directly or indirectly, either to (a)
vote 10% or more of the securities having ordinary voting power for the election
of directors of such Person or (b) direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.



A/72335952.4



     "AGGREGATE COMMITMENT" shall mean the total of all Commitments of all
Banks, as may be reduced or increased from time to time in the accordance with
the terms of this Agreement. On the Closing Date, the Aggregate Commitment shall
be equal to $500,000,000.

     "APPLICABLE LENDING OFFICE" shall mean, for each Bank, the office or
offices of such Bank described as such in such Bank's Administrative
Questionnaire or such other office of such Bank (or of an affiliate of such
Bank) as such Bank may from time to time specify to the Administrative Agent and
the Borrowers as the office by which its Loans are to be made and maintained.

     "APPLICABLE MARGIN" shall mean 0.40% per annum.

     "ARRANGER" shall mean each of Banc of America Securities LLC and Citigroup
Global Markets Inc.

     "ASSET COVERAGE RATIO" shall mean, with respect to any Borrower, the ratio
(expressed as a percentage) that the value of Total Assets of such Borrower
bears to the aggregate amount of Indebtedness of such Borrower. For the purposes
of calculating the Asset Coverage Ratio, the amount of any Indebtedness shall be
equal to the greater of (x) the outstanding amount of such liability or
Indebtedness, and (y) the fair market value of all assets securing such
liability or Indebtedness.

     "BANK OF AMERICA" shall mean Bank of America, N.A., together with its
successors and assigns.

     "BANKRUPTCY CODE" shall mean the Federal Bankruptcy Code of 1978, as
amended from time to time.

     "BUSINESS DAY" shall mean any day on which commercial banks are not
authorized or required to close in New York City.

     "CAPITAL LEASE OBLIGATIONS" shall mean, for any Person, all obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such obligations are required
to be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

     "CLOSING DATE" shall mean December 12, 2007.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "COMMISSION" shall mean the Securities and Exchange Commission and any
other similar or successor agency of the United Stales government administering
the Investment Company Act.


A/72335952.4                       2



     "COMMITMENT" shall mean, as to each Bank, the obligation of such Bank to
make Loans in an aggregate principal amount at any one time outstanding up to
but not exceeding the amount set opposite the name of such Bank on SCHEDULE II
or, in the case of a Person that becomes a Bank pursuant to an assignment
permitted under SECTION 11.6(B) hereof, as specified in the respective
instrument of assignment pursuant to which such assignment is effected (as the
same may be reduced at any time or from time to time pursuant to SECTION 2.3
hereof).

     "COMMITMENT TERMINATION DATE" shall mean December 10, 2008 (termination to
be effective as of the close of business on such day), or such earlier date on
which the Commitments shall terminate as provided herein, subject to extension
as provided in SECTION 2.10 hereof.

     "CONTRACTUAL OBLIGATION" shall mean, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

     "CUSTODY AGREEMENT" shall mean, as to any Fund or each Borrower, as
applicable, the Custody Agreement(s) set forth in SCHEDULE III.

     "DEBTOR RELIEF LAWS" shall mean the Bankruptcy Code, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.

     "DEFAULT" shall mean an Event of Default or an event that with notice or
lapse of time or both would become an Event of Default.

     "DISTRIBUTION AGREEMENT" shall mean, as to any Fund or each Borrower, as
applicable, the Distribution Agreements set forth on SCHEDULE IV hereto.

     "DIVIDEND PAYMENT" shall mean dividends (in cash, Property or obligations)
on, or other payments or distributions on account of, or the setting apart of
money for a sinking or other analogous fund for, or the purchase, redemption,
retirement or other acquisition of, any shares of any class of stock of a
Borrower or of any warrants, options or other rights to acquire the same (or to
make any payments to any Person, such as "phantom stock" payments, where the
amount thereof is calculated with reference to the fair market or equity value
of the Borrower), but excluding dividends payable solely in shares of such
Borrower.

     "DOLLARS" and "$" shall mean lawful money of the United States of America.

     "ELIGIBLE LENDER" shall mean an entity that is a "bank" (as defined in the
Investment Company Act) but not an "affiliated person" or a "principal
underwriter" (each as defined in the Investment Company Act) of any Borrower or
any "affiliated person" of any such Person, including, without limitation, the
Investment Adviser.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended


A/72335952.4                       3



from time to time.

     "ERISA AFFILIATE" shall mean any corporation or trade or business that is a
member of any group of organizations (i) described in Section 414(b) or (c) of
the Code of which a Fund is a member and (ii) solely for purposes of potential
liability under Section 302(c)(l 1) of ERISA and Section 412(c)(l 1) of the Code
and the lien created under Section 302(f) of ERISA and Section 412(n) of the
Code, described in Section 414(m) or (o) of the Code of which a Fund is a
member.

     "EVENT OF DEFAULT" shall have the meaning assigned to such term in SECTION
9 hereof.

     "FEDERAL FUNDS RATE" shall mean, for any day, the "offered rate", as
determined by Bank of America, for overnight federal funds, which rate is
determined from day to day and will be reasonably representative of the market
conditions at the time set.

     "FINANCIAL CONTRACTS" shall mean option contracts, options on futures
contracts, futures contracts, forward foreign currency exchange contracts,
options on foreign currencies, repurchase agreements, reverse repurchase
agreements, securities lending agreements, when-issued securities, interest rate
swaps, caps, or collar agreements, credit default swaps, Bond Market Association
swaps, total return swaps, or similar arrangements between a Fund for account of
any Borrower and one or more financial institutions providing for the transfer
or mitigation of interest risks either generally or under specific
contingencies, and other similar arrangements entered into by a Fund for account
of any Borrower in the ordinary course of its business in accordance with the
investment objectives, policies, restrictions and limitations of such Borrower
then in effect.

     "FINANCING LEASE" shall mean any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

     "FUND AFFILIATE" shall mean an "affiliated person" of a Fund as that term
is used in the Investment Company Act. Notwithstanding the foregoing, (a) no
individual shall be a Fund Affiliate solely by reason of his or her being a
director, officer or employee of the Fund and (b) neither the Administrative
Agent nor any Bank shall be a Fund Affiliate.

     "GAAP" shall mean generally accepted accounting principles, as in effect
from time to time.

     "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory, or administrative functions of or pertaining
to government.

     "GUARANTEE" shall mean a guarantee, an endorsement, a contingent agreement
to purchase or to furnish funds for the payment or maintenance of, or otherwise
to be or become contingently liable under or with respect to, the Indebtedness,
other obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock or
equity interests of any Person, or an agreement to purchase, sell or lease (as
lessee or


A/72335952.4                       4




lessor) Property, products, materials, supplies or services primarily
for the purpose of enabling a debtor to make payment of such debtor's
obligations or an agreement to assure a creditor against loss, and including,
without limitation, causing a bank or other financial institution to issue a
letter of credit or other similar instrument for the benefit of another Person,
but excluding endorsements for collection or deposit in the ordinary course of
business. The terms "GUARANTEE" and "GUARANTEED" used as a verb shall have a
correlative meaning.

     "INDEBTEDNESS" shall mean, for any Person: (a) obligations created, issued
or incurred by such Person for borrowed money (whether by loan, the issuance and
sale of debt securities or the sale of Property to another Person subject to an
understanding or agreement, contingent or otherwise, to repurchase such Property
from such Person); (b) obligations of such Person to pay the deferred purchase
or acquisition price of Property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the
ordinary course of business so long as such trade accounts payable are payable
within 90 days of the date the respective goods are delivered or the respective
services are rendered; (c) Indebtedness of others secured by a Lien on the
Property of such Person, whether or not the respective indebtedness so secured
has been assumed by such Person; (d) obligations of such Person in respect of
letters of credit or similar instruments issued or accepted by banks and other
financial institutions for account of such Person; (e) Capital Lease Obligations
of such Person; and (f) Indebtedness of others Guaranteed by such Person.

     "INTERFUND LENDING" shall mean lending by a registered investment company
or an investment portfolio thereof advised by the Investment Adviser to one or
more other registered investment companies or investment portfolios thereof
advised by the Investment Adviser, or borrowing by a registered investment
company or an investment portfolio thereof advised by the Investment Adviser
from one or more other registered investment companies or investment portfolios
thereof advised by the Investment Adviser, in either case pursuant to an
Interfund Lending Exemptive Order issued by the Securities and Exchange
Commission, or otherwise allowed by applicable law.

     "INTERFUND LENDING EXEMPTIVE ORDER" shall mean an exemptive order,
including any amended or supplemental order, issued by the Securities and
Exchange Commission authorizing Interfund Lending.

     "INTERFUND LOAN" shall mean a loan to a Borrower pursuant to an Interfund
Lending arrangement.

     "INVESTMENT ADVISER" shall mean American Century Investment Management,
Inc. or American Century Global Investment Management, Inc., as applicable.

     "INVESTMENT ADVISER AFFILIATE" shall mean an "affiliated person" of the
Investment Adviser as that term is used in the Investment Company Act.
Notwithstanding the foregoing, (a) no individual shall be an Investment Adviser
Affiliate solely by reason of his or her being a director, officer or employee
of the Investment Adviser and (b) neither the Administrative Agent nor any Bank
shall be an Investment Adviser Affiliate.


A/72335952.4                       5




     "INVESTMENT COMPANY ACT" shall mean the Investment Company Act of 1940, as
amended.

     "INVESTMENT MANAGEMENT AGREEMENT" shall mean, as to each Fund and each
Borrower, the Investment Management Agreements set forth on SCHEDULE V hereto.

     "LIEN" shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Financing Lease
having substantially the same economic effect as any of the foregoing).

     "LOANS" shall mean the loans provided for in SECTION 2.1 hereof.

     "MAJORITY BANKS" shall mean Banks having more than 50% of the aggregate
amount of the Commitments or, if the Commitments shall have terminated, Banks
holding more than 50% of the aggregate unpaid principal amount of the Loans.

     "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on (a) the
Property, business, operations, financial condition, prospects, liabilities or
capitalization of a Fund or any Borrower, (b) the ability of a Fund or any
Borrower to perform its obligations hereunder and under the Notes, (c) the
validity or enforceability of this Agreement or of the Notes or (d) the rights
and remedies of the Banks and the Administrative Agent hereunder and under the
Notes.

     "MULTIEMPLOYER PLAN" shall mean a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by a Fund or any
Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA.

     "NET ASSET VALUE" shall mean, with respect to any Borrower, the total
assets of such Borrower less the total liabilities of such Borrower, all as
determined in accordance with the methods used by such Borrower in determining
the net asset value of its shares and described in the Prospectus.

     "NOTES" shall have the meaning assigned to such term in SECTION 2.7(A).

     "PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its
functions under ERISA.

     "PERSON" shall mean any Borrower, any individual, corporation, company,
voluntary association, partnership, limited liability company, joint venture,
trust, unincorporated organization or government (or any agency, instrumentality
or political subdivision thereof).

     "PLAN" shall mean an employee benefit or other plan established or
maintained by a Fund or any ERISA Affiliate and that is covered by Title IV of
ERISA, other than a Multiemployer Plan.


A/72335952.4                       6




     "POST-DEFAULT RATE" shall mean a rate per annum equal to, in the case of a
Borrower, 2% PLUS the aggregate of the Federal Funds Rate and the Applicable
Margin as in effect from time to time, and, in the case of a Bank, 1% plus the
Federal Funds Rate.

     "PROPERTY" shall mean any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

     "PROSPECTUS" shall mean each Borrower's Prospectus and Statement of
Additional Information, as amended or supplemented from time to time, filed with
the Commission pursuant to Rule 497 under the Securities Act of 1933, as
amended.

     "REGULATIONS T, U AND X" shall mean, respectively, Regulations T, U and X
of the Board of Governors of the Federal Reserve System (or any successor), as
the same may be modified and supplemented and in effect from time to time.

     "RELATED PARTIES" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

     "RESPONSIBLE OFFICER" shall mean the chairman, vice chairman, president,
vice president, treasurer, secretary, or assistant secretary of each Fund, or,
with respect to financial matters, the treasurer or assistant treasurer of such
Fund.

     "SHAREHOLDER SERVICES AGREEMENT" shall mean, as to each Fund or each
Borrower, as applicable, the Shareholder Services Agreements set forth on
SCHEDULE VI hereto.

     "SPECIFIED EXISTING FUND AFFILIATE" shall mean each Person that is a Fund
Affiliate on the date hereof and is listed on SCHEDULE VII hereto under the
caption "Specified Existing Fund Affiliates."

     "SPECIFIED EXISTING INVESTMENT ADVISER AFFILIATE" shall mean each Person
that is an Investment Adviser Affiliate on the date hereof and is listed on
SCHEDULE VII hereto under the caption "Specified Existing Investment Adviser
Affiliates."

     "SUBSIDIARY" shall mean, with respect to any Person, any corporation,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.

     "SWING LINE COMMITMENT" shall mean the obligation of the Swing Line Lender
to make Swing Line Loans pursuant to SECTION 2.12 hereof in the aggregate
principal amount at any one


A/72335952.4                       7




time outstanding not to exceed $50,000,000.

     "SWING LINE LENDER" shall have the meaning assigned to such term in SECTION
2.12 hereof.

     "SWING LINE LOANS" shall have the meaning assigned to such term in SECTION
2.12 hereof.

     "SWING LINE PARTICIPATION AMOUNT" shall have the meaning assigned to such
term in SECTION 2.14(C) hereof.

     "TOTAL ASSETS" shall mean, with respect to any Borrower, at any time, the
value of all assets of such Borrower which in accordance with GAAP would be
classified as assets on a balance sheet of such Borrower prepared as of such
time; PROVIDED, however, that the term Total Assets shall not include (a)
equipment, (b) securities owned by such Borrower which are in default and (c)
deferred organizational and offering expenses. Without limiting the foregoing,
in order to ensure that Borrowers that are part of any master/feeder or
fund-of-funds structure do not borrow against the same assets, for purposes of
calculating the Asset Coverage Ratio, if any Borrower invests in another
Borrower, the value of such assets shall, as between both such Borrowers, only
be counted once. By way of example, suppose (i) Borrower A invests solely in
Borrower B, (ii) the value of A's assets equals $1,000,000 and (iii) the value
of B's assets equals $10,000,000; if, in calculating A's Asset Coverage Ratio,
it is identified as having Total Assets equal to $1,000,000, then for purposes
of calculating B's Asset Coverage Ratio, B's Total Assets shall be limited to
$9,000,000.

          Section 1.2 Accounting Terms and Determinations.

Except as otherwise expressly provided herein, all accounting terms used herein
shall be interpreted, all determinations with respect to accounting matters
hereunder shall be made, and all financial statements and certificates and
reports as to financial matters required to be furnished to the Banks hereunder
shall be prepared, in accordance with GAAP and the Investment Company Act.

     SECTION 2. COMMITMENTS, LOANS, NOTES AND PREPAYMENTS.


          Section 2.1 Loans.

Each Bank severally agrees, on the terms and conditions of this Agreement, to
make Loans to the Funds in Dollars on behalf of any Borrower (as designated in
the applicable notice of borrowing by a Fund) during the period from and
including the Closing Date to but not including the Commitment Termination Date
in an aggregate principal amount at any one time outstanding up to but not
exceeding the amount of the Commitment of such Bank as in effect from time to
time. Subject to the terms and conditions of this Agreement, during such period
a Fund may, on behalf of a Borrower, borrow, repay and reborrow the amount of
the Commitments by means of Loans.

          Section 2.2 Procedure for Borrowings.


A/72335952.4                       8




A Fund on behalf of a Borrower may borrow under the Commitments on any Business
Day PROVIDED that such Fund shall give the Administrative Agent notice of each
borrowing hereunder as provided in SECTION 4.5(A) hereof. Each borrowing must be
in an amount as set forth in SECTION 4.4 hereof. Not later than 3:00 p.m. New
York time on the date specified for each borrowing hereunder, each Bank shall
make available the amount of the Loan or Loans to be made by it on such date to
the Administrative Agent, at any account designated by the Administrative Agent,
in immediately available funds, for account of the relevant Fund. The amount so
received by the Administrative Agent shall, subject to the terms and conditions
of this Agreement, be made available to the relevant Fund for the benefit of
such Borrower by depositing the same, in immediately available funds, in an
account of the relevant Fund designated by the relevant Fund and maintained with
Bank of America at its principal office.

          Section 2.3 Changes of Commitments.

     (a) The aggregate amount of the Commitments shall be automatically reduced
to zero on the Commitment Termination Date.

     (b) The Funds shall have the right at any time or from time to time upon
three Business Days' notice (i) so long as no Loans are outstanding, to
terminate the Commitments and (ii) to reduce the aggregate unused amount of the
Commitments; PROVIDED that (x) the Funds shall give notice of each such
termination or reduction as provided in SECTION 4.5(B) hereof and (y) each
partial reduction shall be in an aggregate amount at least equal to $5,000,00
(or a larger integral multiple of $1,000,000).

     (c) The Commitments once terminated or reduced may not be reinstated.

          Section 2.4 Commitment Fee.

The Funds shall pay to the Administrative Agent for account of each Bank a
commitment fee on the daily average unused amount of such Bank's Commitment, for
the period from and including the date hereof to but not including the earlier
of the date such Commitment is terminated and the Commitment Termination Date,
at a rate per annum equal to 0.06%. Solely for the purpose of calculating the
commitment fee, Swing Line Loans will not be deemed a utilization of the
aggregate Commitments of all Banks. Accrued commitment fee shall be payable on
each March 31, June 30, September 30 and December 31 (beginning on the first of
such dates to occur after the date hereof) and on the earlier of the date the
Commitments are terminated and the Commitment Termination Date. The Funds shall
allocate such commitment fee among the Borrowers pro rata based on their
respective Net Asset Values as at the respective dates on which such commitment
fee is due or otherwise not in violation of applicable law.

          Section 2.5 Lending Offices.

The Loans made by each Bank shall be made and maintained at such Bank's
Applicable Lending Office.

          Section 2.6 Several Obligations; Remedies Independent.


A/72335952.4                       9




The failure of any Bank to make any Loan to be made by it on the date specified
therefor shall not relieve any other Bank of its obligation to make its Loan on
such date, but neither any Bank nor the Administrative Agent shall be
responsible for the failure of any other Bank to make a Loan to be made by such
other Bank, and (except as otherwise provided in SECTION 4.6 hereof) no Bank
shall have any obligation to the Administrative Agent or any other Bank for the
failure by such Bank to make any Loan required to be made by such Bank. The
amounts payable by the Borrowers at any time hereunder and under the Notes to
each Bank shall be a separate and independent debt and each Bank shall be
entitled to protect and enforce its rights arising out of this Agreement and the
Notes (subject, in the case of the right to accelerate, to SECTION 9 hereof),
and it shall not be necessary for any other Bank, or the Administrative Agent to
consent to, or be joined as an additional party in, any proceedings for such
purposes.

          Section 2.7 Notes.

     (a) Each Fund agrees that, upon the request of any Bank to the
Administrative Agent, each Fund will, at such Fund's expense, execute and
deliver to such Bank a promissory note of each Borrower evidencing the Loans of
such Bank to such Borrower, substantially in the form if EXHIBIT 2.7(A) with
appropriate insertions as to date and principal amount (a "NOTE").

     (b) The date and amount of each Loan made by each Bank to a Borrower, and
each payment made on account of the principal thereof, shall be recorded by such
Bank on its books and, prior to any transfer of the applicable Note, endorsed by
such Bank on the schedule attached to such Note or any continuation thereof;
provided that the failure of such Bank to make any such recordation (or any
error in making any such recordation) or endorsement shall not affect the
obligations of a Borrower to make a payment when due of any amount owing
hereunder or under such Note in respect of the Loans evidenced thereby.

     (c) No Bank shall be entitled to have its Notes substituted or exchanged
for any reason, or subdivided for promissory notes of lesser denominations,
except in connection with a permitted assignment of all or any portion of such
Bank's Commitment, Loans and Notes pursuant to SECTION 11.6 hereof (and, if
requested by any Bank, the Funds agree to so exchange any Notes).

          Section 2.8 Optional Prepayments.

Subject to SECTION 4.4 hereof, a Borrower shall have the right to prepay Loans
at any time or from time to time, PROVIDED that such Borrower shall give the
Administrative Agent notice of each such prepayment as provided in SECTION
4.5(A) hereof (and, upon the date specified in any such notice of prepayment,
the amount to be prepaid shall become due and payable hereunder).

          Section 2.9 Mandatory Prepayments.

If, at any time, (i) the Asset Coverage Ratio of any Borrower shall fall below
300% or (ii) the aggregate amount of Loans made to a Borrower exceed the limits
provided in such Borrower's Prospectus or permitted by the Investment Company
Act, then, within three Business Days thereafter, such Borrower shall prepay
Loans made to such Borrower to the extent necessary to ensure that (x) the Asset
Coverage Ratio is equal to or greater than 300% or (y) the aggregate


A/72335952.4                       10




amount of Loans made to such Borrower then outstanding does not after such
payments exceed such limits as set forth in such Borrower's Prospectus or the
Investment Company Act, as the case may be.

          Section 2.10 Extension of Commitment Termination Date.

     (a) The Funds may, by notice to the Administrative Agent (which shall
promptly notify the Banks,) given not earlier than 45 days and not later than 35
days prior to the Commitment Termination Date then in effect (the "EXISTING
COMMITMENT TERMINATION DATE"), request that the Banks extend the Commitment
Termination Date for an additional 364 days from the Existing Commitment
Termination Date. Each Bank, acting in its sole discretion, shall, by notice
(which shall be irrevocable) to the Funds and the Administrative Agent given no
earlier than the date that is 30 days prior to the Existing Commitment
Termination Date (herein, the "CONSENT DATE") and no later than the date that is
20 days prior to the Existing Commitment Termination Date, advise the Funds
whether or not such Bank agrees to such extension; PROVIDED that each Bank that
determines not to extend the Commitment Termination Date (a "NON-EXTENDING
BANK") shall notify the Administrative Agent (which shall notify the Banks) of
such fact promptly after such determination (but in any event no later than the
date which is 20 days prior to the Existing Commitment Termination Date) and any
Bank that does not advise the Funds on or prior to the date which is 20 days
prior to the Existing Commitment Termination Date that such Bank agrees to such
extension shall be deemed to be a Non-Extending Bank. The election of any Bank
to agree to such extension shall not obligate any other Bank to so agree.

     (b) The Funds shall have the right on or before the Existing Commitment
Termination Date to request that the Administrative Agent, in good faith, seek
to replace each Non-Extending Bank with, and otherwise add to this Agreement,
one or more other banks (which may include any Bank, each prior to the Existing
Commitment Termination Date, an "ADDITIONAL COMMITMENT BANK"), each of which
Additional Commitment Banks shall have entered into an agreement in form and
substance satisfactory to the Funds and the Administrative Agent pursuant to
which such Additional Commitment Bank shall, effective as of the Existing
Commitment Termination Date, undertake a Commitment specified therein and
otherwise become obligated as a Bank hereunder (and, if any such Additional
Commitment Bank is already a Bank, its Commitment shall be in addition to such
Bank's Commitment hereunder on such date). The Funds shall also have the right
to replace each Non-Extending Bank in the same manner described herein, except
that any bank selected by the Funds must be approved by the Administrative Agent
(which approval shall not be unreasonably withheld).

     (c) If (and only if) the total of the Commitments of the Banks that have
agreed so to extend the Commitment Termination Date and the additional
Commitments of the Additional Commitment Banks shall be at least 100% of the
aggregate amount of the Commitments in effect immediately prior to the date that
is three Business Days after the Consent Date, then, effective as of the
Existing Commitment Termination Date, (i) the Existing Commitment Termination
Date shall be extended to the date falling 364 days after the Existing
Commitment Termination Date (except that, if such date is not a Business Day,
such Commitment Termination Date as so extended shall be the next preceding
Business Day), (ii) each Additional Commitment Bank shall thereupon become a
"Bank" for all purposes of this Agreement and (iii) the Commitment of each
Non-Extending Bank shall terminate.


A/72335952.4                       11




     (d) Notwithstanding the foregoing clauses (a) through (c), the extension of
the Existing Commitment Termination Date shall not be effective with respect to
any Bank unless:

     (i) no Default shall have occurred and be continuing on each of the date of
the notice requesting such extension, on the Consent Date and on the Existing
Commitment Termination Date;

     (ii) each of the representations and warranties made by the Funds and
Borrowers in SECTION 7 hereof shall be true and complete on and as of each of
the date of the notice requesting such extension, the Consent Date and the
Existing Commitment Termination Date with the same force and effect as if made
on and as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date); and

     (iii) each Non-Extending Bank shall have been paid in full by the Funds all
amounts due to such Bank hereunder on or before the Existing Termination Data.

          Section 2.11 Designation of Additional Borrower Amendments
                       to Schedule I.

     (a) Other series of each Fund and other investment companies registered
under the investment Company Act, in either case (a) which have at least
$2,000,000 in Total Assets, (b) are (I) equity funds, (II) fixed income funds,
or (III) any combination thereof, in each case whether investing in domestic or
foreign securities or any combination thereof, and (c) for which the Investment
Adviser or an Investment Adviser Affiliate acts as the investment manager, may,
with the prior written consent of the Administrative Agent and each Bank, become
parties to this agreement in addition to those Borrowers listed in SCHEDULE I,
and be deemed Borrowers for all purposes of this Agreement by executing an
instrument substantially in the form of EXHIBIT 2.11(A) (with such changes
therein as may be approved by the Administrative Agent and the Banks), which
instrument shall (x) have attached to it a copy of this Agreement (as the same
may have been amended) with a revised Schedule I reflecting the participation of
such additional series or investment company and any prior revisions to SCHEDULE
I effected in accordance with the terms hereof arid (y) be accompanied by the
documents and instruments required to be delivered by the Borrowers pursuant to
Section 6 hereof, including, without limitation, an opinion of counsel for the
Funds substantially in the form of EXHIBIT 6.1(B).

     (b) No series of any Fund or investment company shall be admitted as a
party to this Agreement as a Borrower unless at the time of such admission and
after giving effect thereto: (i) the representations and warranties set forth in
SECTION 7 hereof shall be true and correct with respect to such Borrower; (ii)
such Borrower shall be in compliance in all material respects with all of the
terms and provisions set forth herein on its part to be observed or performed at
the time of the admission and after giving effect thereto; and (iii) no Default
or Event of Default with respect to such Borrower, nor any event which with the
giving of notice or expiration of any applicable grace period or both would
constitute such a Default or Event of Default with respect to such Borrower,
shall have occurred and be continuing.

          Section 2.12 Swing Line Commitment.


A/72335952.4                       12




Subject to the terms and conditions hereof, Bank of America (in such capacity,
the "SWING LINE LENDER") agrees, in reliance upon the agreements of the other
Banks set forth in Section 2.14 hereof, to make available to each Borrower a
portion of the credit otherwise available under the Commitments from time to
time by making swing line loans ("SWING LINE LOANS") to such Borrower in an
aggregate principal amount not to exceed at any one time outstanding the Swing
Line Commitment (PROVIDED THAT the Swing Line Loans outstanding at any time,
when aggregated with the Swing Line Lender's other outstanding Loans hereunder,
shall not exceed the Swing Line Lender's Commitment then in effect); and
PROVIDED FURTHER THAT, on the date of the making of any Swing Line Loan, the sum
of the aggregate principal amount of all outstanding Loans and Swing Line Loans
shall not exceed the Aggregate Commitment. During the Commitment Period
applicable to each Borrower, such Borrower may use the Swing Line Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof.

          Section 2.13 Procedure for Swing Line Borrowing.

Whenever a Borrower desires that the Swing Line Lender make Swing Line Loans
under SECTION 2.12 hereof, the Borrower shall give the Swing Line Lender
irrevocable telephonic notice confirmed promptly in writing (which telephonic
notice must be received by the Swing Line Lender not later than 3:00 P.M., New
York City time, on the proposed date specified for such borrowing), specifying
the amount of each requested Swing Line Loan. Each borrowing under the Swing
Line Commitment shall be in an amount equal to $50,000 or an integral multiple
of $50,000 in excess thereof. Not later than 5:00 P.M., New York City time, on
the date specified in a notice by the Borrower in respect of Swing Line Loans,
the Swing Line Lender shall make available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent specified in
SECTION 11.2 hereof an amount in immediately available funds equal to the amount
of the Swing Line Loan to be made by the Swing Line Lender. The proceeds of such
Swing Line Loan will then be made available to the Borrower on such date
specified for such borrowing by the Administrative Agent transferring by wire to
the custodian of and for the account of the Borrower the aggregate of the
amounts made available to the Administrative Agent by the Swing Line Lender in
immediately available funds.

          Section 2.14 Refunding of Swing Line Loans.

     (a) The Swing Line Lender, at any time in its sole and absolute discretion
may, and on the seventh day (or if such day is not a Business Day, the next
Business Day) after the date of such borrowing with respect to any Swing Line
Loans to the Borrower shall, on behalf of the Borrower (and the Borrower hereby
irrevocably directs the Swing Line Lender to so act on its behalf), upon notice
given by the Swing Line Lender no later than 10:00 A.M., New York City time, on
the relevant refunding date, request each Bank to make, and each Bank hereby
agrees to make, a Loan to the Borrower, at the rate set forth in SECTION 3.2
hereof, in the pro rata amount determined pursuant to SECTION 4.2. hereof equal
to the amount of such Swing Line Loans of the Borrower (the "REFUNDED SWING LINE
LOANS") outstanding on the date of such notice, to repay the Swing Line Lender.
Each Bank shall make the amount of such Loan available to the administrative
Agent at its office set forth in SECTION 11.2 hereof in immediately available
funds, no later than 1:00 P.M., New York City time, on the date of such notice.
The proceeds of such


A/72335952.4                       13




Loans shall be distributed by the Administrative Agent to the Swing Line Lender
and immediately applied by the Swing Line Lender to repay the Refunded Swing
Line Loans. Effective on the date such Loans are made, the portion of the Swing
Line Loans so paid shall no longer be outstanding as Swing Line Loans.

     (b) The making of any Swing Line Loan hereunder shall be subject to the
satisfaction of the applicable conditions precedent thereto set forth in SECTION
6 hereof (unless otherwise waived in accordance with SECTION 11.4 hereof).

     (c) If prior to the making of a Loan to the Borrower pursuant to SECTION
2.14(A) hereof one of the events described in SECTIONS 9(F) or 9(G) hereof shall
have occurred with respect to the Borrower, each Bank severally, unconditionally
and irrevocably agrees that it shall purchase a participating interest in the
applicable Swing Line Loans ("UNREFUNDED SWING LINE LOANS") in an amount equal
to the amount of Loans which would otherwise have been made by such Bank
pursuant to SECTION 2.14(A) hereof. Each Bank will immediately transfer to the
Administrative Agent, in immediately available funds, the amount of its
participation (the "SWING LINE PARTICIPATION AMOUNT"), and the proceeds of such
participation shall be distributed by the Administrative Agent to the Swing Line
Lender in such amount as will reduce the amount of the participating interest
retained by the Swing Line Lender (as a Bank) in its Swing Line Loans to the
amount of the Loans which were to have been made by it pursuant to SECTION
2.14(A) hereof.

     (d) Whenever, at any time after the Swing Line Lender has received from any
Bank such Lender's Swing Line Participation amount, the Swing Line Lender
receives any payment on account of the Swing Line Loans, the Swing Line Lender
will distribute to such Bank its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such participating interest was outstanding and funded and, in the case of
principal and interest payments, to reflect such Bank's pro rate portion of such
payment if such payment is not sufficient to pay the principal of and interest
on all Swing Line Loans then due); PROVIDED, HOWEVER, that in the event that
such payment received by the Swing Line Lender is required to be returned, such
Bank will return to the Swing Line Lender any portion thereof previously
distributed to it by the Swing Line Lender.

     (e) Each Bank's obligation to make the Loans referred to in SECTION 2.14(A)
hereof and to purchase participating interests pursuant to SECTION 2.14(C)
hereof shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any setoff, counterclaim,
recoupment, defense or other tight which such Bank may have against the Swing
Line Lender or any other Person for any reason whatsoever, (ii) the occurrence
or continuance of a Default or an Event of Default or the failure to satisfy any
of the other conditions specified in SECTION 6 hereof, (iii) any adverse change
in the condition (financial or otherwise) of the Borrower; (iv) any breach of
this Agreement or any Note by the Borrower or the Bank, or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

          Section 2.15 INTERFUND LENDING.


A/72335952.4                       14




     (a) Notwithstanding anything in this Agreement to the contrary (including,
without limitation, Sections 8.8 and 8.9 hereof), Interfund Lending shall be
expressly permitted hereunder, and the mere making or receipt of an Interfund
Loan in and of itself shall not, with respect to any Borrower a party thereto
(as a lender or a borrower), constitute a violation of any condition precedent,
representation or covenant contained herein or constitute a Default or Event of
Default; PROVIDED that after giving effect to such Interfund Loan all other
terms and conditions of this Agreement are satisfied, and PROVIDED FURTHER,
that:

     (i)  Such Interfund Lending (1) is not otherwise prohibited by law, (2) has
          been duly authorized, (3) is consistent with the terms of the
          Interfund Lending Exemptive Order, (4) is not in contravention of the
          Borrower's Prospectus, and (5) is deemed to be Indebtedness for
          purposes of calculating the Asset Coverage Ratio in this Agreement as
          it applies to the Borrower;

     (ii) A Borrower may not be a lender of an Interfund Loan at any time during
          which the Borrower has any Loan outstanding;

     (iii) If, at any time, an Interfund Loan is outstanding to a Borrower that
          has any Loans outstanding as well, and if at such time the Asset
          Coverage Ratio for the Borrower shall be less than the required Asset
          Coverage Ratio for the Borrower pursuant to this Agreement, then such
          Borrower shall repay such outstanding Interfund Loans and Loans on a
          pro rata basis and on the same repayment schedule (subject, in any and
          all event, to such Borrower's obligation to prepay in accordance with
          2.9 hereof) to the extent necessary to ensure that the Asset Coverage
          Ratio of all borrowings of the Borrower after such payments is in
          compliance with applicable covenants concerning minimum Asset Coverage
          Ratios set forth in this Agreement;

     (iv) If any payment with respect to an Interfund Loan would cause the Asset
          Coverage Ratio for a Borrower to be less than the required Asset
          Coverage Ratio for the Borrower pursuant to this Agreement, then the
          Borrower shall make any payments with respect to such outstanding
          Interfund Loans on a pro rata basis with payments with respect to
          Loans to the extent necessary to ensure that the Asset Coverage Ratio
          of all borrowings of the Borrower after such payments is in compliance
          with applicable covenants concerning minimum Asset Coverage Ratios set
          forth in this Agreement;

     (v)  A default by a Borrower with respect to an Interfund Loan shall
          constitute an Event of Default with respect to the Borrower for
          purposes of this Agreement;

     (vi) If a Default or Event of Default with respect to a Borrower has
          occurred and is continuing under this Agreement other than as
          specified above in Section 2.15(a)(iii), then any payments made with
          respect to outstanding


A/72335952.4                       15




          Interfund Loans shall be made on a pro rata basis with payments with
          respect to Loans until such Default or Event of Default is cured
          or waived;

     (vii)If at any time a Borrower should secure an Interfund Loan or
          Interfund Loans with collateral, then the Borrower shall collateralize
          each Loan to such Borrower under this Agreement (I) in substantially
          the same manner and to substantially the same extent as is required
          with respect to each Interfund Loan to the Borrower, as more
          particularly described in the Interfund Lending Exemptive Order and
          (II) with collateral having substantially the same liquidity and
          substantially similar credit characteristics as that of the collateral
          securing such Interfund Loan or Interfund Loans, PROVIDED that the
          collateral coverage percentage ratio for Loans shall not be less than
          the greater of (x) 102% or (y) the collateral coverage ratio for
          Interfund Loans; and

     (viii) For purposes of calculating the Asset Coverage Ratio of a Borrower,
          the amount equal to the aggregate value of the collateral securing an
          Interfund Loan or Loan minus the amount of such Interfund Loan or
          Loan, respectively, shall be subtracted from the value of Total Assets
          in the numerator of such Asset Coverage Ratio.

     (b)......Without otherwise limiting the purposes for which proceeds of a
Loan may be used as specified in Section 8.5 of this Agreement, a Borrower shall
be expressly permitted to use the proceeds of a Loan to repay an outstanding
Interfund Loan of the Borrower, subject to the conditions set forth in paragraph
(a) of this Section 2.15 and the other conditions of this Agreement (including
without limitation Section 8.5 hereof).

     Section 2.16 INCREASE OF COMMITMENTS.

     (a) The Borrowers may request an increase in the amount of the Aggregate
Commitment by offering to the Lenders or to other prospective Eligible Lenders
acceptable to the Administrative Agent ("PROSPECTIVE LENDERS") the opportunity
to increase their Commitments or to extend Commitments hereunder; PROVIDED,
HOWEVER, the Borrowers shall not request an increase that would cause the
Aggregate Commitment after giving effect to such increase to exceed
$600,000,000, and the Borrowers shall not make more than four Aggregate
Commitment increase requests under this SECTION 2.16 in any calendar year; and
PROVIDE, FURTHER, each Lender or Prospective Lender may accept or reject such
request in its sole and absolute discretion. Any such request shall be sent to
the Lenders, the Prospective Lenders and the Administrative Agent and shall (A)
refer to this Agreement, (B) specify (i) the aggregate amount of the increase
that is sought and (ii) the name of each Lender and Prospective Lender to which
the opportunity to increase or extend a Commitment is to be offered and the
amount of such offer, and (C) request that Lenders wishing to increase their
Commitments and Prospective Lenders wishing to extend new Commitments notify the
Administrative Agent within 14 days of the date of the Borrower's request.
Failure to respond within such period shall be deemed a REJECTION of the
Borrower's offer. Subject to the penultimate sentence of this Section 2.16, the
increase in the Commitment of each Lender that agrees to increase such
Commitment under this SECTION 2.16 shall be effective


A/72335952.4                       16




fifteen (15) Business Days (or such later date as is acceptable to the Borrowers
and the Administrative Agent) after the date of the Borrowers' request without
any further action by the Lenders or any amendment to this Agreement. Upon the
effectiveness of any increase in a Lender's Commitment, SCHEDULE II shall be
deemed to have been amended to reflect the increase in such Lender's Commitment.
Each Prospective Lender that accepts the Borrowers' offer to extend a Commitment
shall become a party to this Agreement on such date or dates as may be mutually
satisfactory to such Prospective Lender, the Borrowers and the Administrative
Agent, subject to the Administrative Agent's receipt of a duly completed and
executed accession agreement in a form reasonably satisfactory to the
Administrative Agent. Upon the effectiveness of any accession agreement to which
any Prospective Lender is a party, (i) such Prospective Lender shall be entitled
to all rights, benefits and privileges accorded a Lender hereunder and (ii)
SCHEDULE II shall be deemed to have been amended to reflect the Commitment of
such Prospective Lender (as an additional Lender) as provided in such accession
agreement. Notwithstanding the foregoing, no increase in a Lender's Commitment
and no extension of a Commitment by a Prospective Lender shall become effective
until such time as the Administrative Agent shall have received a written
opinion of the Borrower's legal counsel, addressed to the Administrative Agent
and the Lenders and in form and substance satisfactory to the Administrative
Agent. The Administrative Agent shall give prompt notice to each Lender of (A)
any increase in any Lender's Commitment and (B) the Commitment of any additional
Lender, in each case under this SECTION 2.16.

SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST.

           Section 3.1 Repayment of Loans.

Each Borrower hereby severally and unconditionally, but neither jointly nor
jointly and severally promises to pay the Administrative Agent for account of
each Bank the principal of each Loan made by such Bank to such Borrower, and
each Loan shall mature, on the earlier of (a) the date that is 30 calendar days
after the date such Loan was made and (b) the Commitment Termination Date.

           Section 3.2 Interest.

     (a) Each Borrower hereby promises severally and unconditionally, but
neither jointly nor jointly and severally, to pay to the Administrative Agent
for the account of each Bank interest on the unpaid principal amount of each
Loan (which, for purposes of this SECTION 3.2, shall include each Swing Line
Loan) made by such Bank to such Borrower, for the period from and including the
date of such Loan to but excluding the date such Loan shall be paid in full, at
a rate equal to the Federal Funds Rate (as in effect from tune to time) PLUS the
Applicable Margin.

     (b) Notwithstanding the foregoing, each Borrower hereby promises to pay to
the Administrative Agent for the account of each Bank interest at the
Post-Default Rate on any principal of any Loan made by such Bank to such
Borrower and on any other amount payable by such Borrower in respect of such
Loan hereunder or under the applicable Note held by such Bank to or for account
of such Bank, that shall not be paid to the Administrative Agent for the benefit
of the Banks in full when due (whether at stated maturity, by acceleration, by
mandatory


A/72335952.4                       17




prepayment or otherwise), for the period from and including the due
date thereof to but excluding the date the same is paid in full.

     (c) Accrued interest on each Loan shall be payable in arrears upon the
payment or prepayment thereof (but only on the principal amount so paid or
prepaid); except that interest payable at the Post-Default Rate pursuant to
SECTION 3.2(B) hereof shall be payable from time to time on demand. Promptly
after the determination of any interest rate provided for herein or any change
therein, the Administrative Agent shall give notice thereof to the Banks.

SECTION 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.


           Section 4.1 Payments.

     (a) All payments of principal, interest and other amounts to be made by a
Borrower under this Agreement and the Notes, shall be made in Dollars in
immediately available funds, without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except to the extent otherwise
provided herein, all payments of principal, interest and other amounts to be
made by a Borrower under this Agreement and the Notes shall be made to the
Administrative Agent (Account No. 1366212250600, or any other account designated
by the Administrative Agent), not later than 2:00 p.m. New York time on the date
on which such payment shall become due (each such payment made after such time
on such due date to be deemed to have been made on the next succeeding Business
Day), PROVIDED that if a new Loan to a Borrower is to be made by any Bank on a
date such Borrower is to repay any principal of an outstanding Loan made by such
Bank to such Borrower, such Bank shall apply the proceeds of such new Loan to
the payment of the principal to be repaid and only an amount equal to the
difference between the principal to be borrowed and the principal to be repaid
shall be made available by such Bank to the Administrative Agent as provided in
SECTION 2.2 hereof or paid by such Borrower to the Administrative Agent pursuant
to this SECTION 4.1 as the case may be.

     (b) Each Borrower shall, at the time of making each payment under this
Agreement or any Note for the account of any Bank, specify to the Administrative
Agent (which shall so notify the intended recipient(s) thereof) the identity of
such Borrower, the Loans or other amounts payable by such Borrower hereunder to
which such payment is to be applied (and in the event that such Borrower fails
to so specify, or if an Event of Default has occurred and is continuing, the
Administrative Agent may distribute such payment for account of such Borrower to
the Banks for application in such manner as it or the Majority Banks, subject to
SECTION 4.2 hereof, may determine to be appropriate).

     (c) Each payment received by the Administrative Agent under this Agreement
or any Note for account of any Bank shall be paid by the Administrative Agent
promptly to such Bank, in immediately available funds, for account of such
Bank's Applicable Lending Office for the Loan or other obligation in respect of
which such payment is made.

     (d) If the due date of any payment under this Agreement or any Note would
otherwise fall on a day that is not a Business Day, such date shall be extended
to the next succeeding Business Day, and interest shall be payable for any
principal so extended for the period of such extension.


A/72335952.4                       18




               Section 4.2 Pro Rata Treatment.

Except to the extent otherwise provided herein:

     (a) Each borrowing from the Banks under SECTION 2.1 hereof shall be made
from the Banks pro rata according to the amounts of their respective unutilized
Commitments.

     (b) Each payment of commitment fee under SECTION 2.4 hereof shall be made
to the account of the Banks pro rata according to the amounts of their
respective unutilized Commitments.

     (c) Each termination or reduction of the amount of Commitments under
Section 2.3 hereof shall be applied to the respective Commitments of the Banks
pro rata according to the amounts of their respective Commitments.

     (d) Each payment or prepayment of principal of Loans by a Borrower shall be
made for account of the Banks pro rata in accordance with the respective unpaid
principal amounts of the Loans held by them; and

     (e) Each payment of interest on Loans by a Borrower shall be made for
account of the Banks pro rata in accordance with the amounts of interest on such
Loans then due and payable to the respective Banks.

               Section 4.3 Computations.

     (a) Interest on Loans and commitment fees shall be computed on the basis of
a 360-day year for the actual days elapsed.

     (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
each Borrower and the Banks in the absence of manifest error. The Administrative
Agent shall, at the request of a Borrower deliver to such Borrower a statement
showing the quotations used by the Administrative Agent in determining any
interest rate pursuant to SECTION 3.2 hereof.

               Section 4.4 Minimum Amounts.

Each borrowing shall be in an aggregate amount at least equal to $500,000 or a
larger integral multiple of $100,000. Each partial prepayment of principal of
Loans shall be in an aggregate amount at least equal to $100,000 or a larger
integral multiple of $100,000.

               Section 4.5 Certain Notices.

     (a) Notices by a Borrower to the Administrative Agent of borrowings and
optional prepayments of Loans shall be irrevocable and shall be effective only
if received by the Administrative Agent not later than 12:00 noon New York time
on the date of the relevant borrowing or prepayment. Each such notice of
borrowing or optional prepayment shall be signed


A/72335952.4                       19




by an authorized officer, shall be submitted to the Administrative Agent via fax
at the number specified on Schedule II (or such other number as the
Administrative Agent shall instruct the Borrower in writing) and by the time
specified in this Section 4.5(a) and shall specify the Borrower for whose
benefit such borrowing or prepayment, or on whose behalf such borrowing or
prepayment is to be made1, the Loans to be borrowed or prepaid and the amount
(subject to SECTION 4.4 hereof) of each Loan to be borrowed or prepaid and the
date of borrowing or optional prepayment (which shall be a Business Day).

     (b) Notices by a Borrower to the Administrative Agent of terminations or
reductions of the Commitments shall be irrevocable and shall be effective only
if received in a timely manner, as set forth in SECTION 2.3(B) hereof, by the
Administrative Agent. Each such notice of termination or reduction shall specify
the amount of the Commitments to be terminated or reduced.

     (c) The Administrative Agent shall promptly notify the Banks of the
contents of each such notice.

               Section 4.6 Non-Receipt of Funds by the Administrative Agent.

Unless the Administrative Agent shall have been notified by a Bank or a Borrower
(the "PAYOR") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be
made by such Bank hereunder or (in the case of a Borrower) a payment to the
Administrative Agent for account of one or more of the Banks hereunder (such
payment being herein called the "REQUIRED PAYMENT"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made available
together with interest thereon (such interest to be, in the case of a Bank, the
Federal Funds Rate and, in the case of a Borrower, as set forth in SECTION
3.2(A) hereof) in respect of each day during the period commencing on the date
(the "Advance Date") such amount was so made available by the Administrative
Agent until the date the Administrative Agent recovers such amount and, if such
recipient(s) shall fail promptly to make such payment, the Administrative Agent
shall be entitled to recover such amount, on demand, from the Payor, together
with interest as aforesaid, PROVIDED that if neither the recipient(s) nor the
Payor shall return the Required Payment to the Administrative Agent within three
Business Days of the Advance Date, then, retroactively to the Advance Date, the
Payor and the recipient(s) shall each be obligated to pay interest on the
Required Payment as follows:

     (a) If the Required Payment shall represent a payment to be made by a
Borrower to the Banks, such Borrower and the recipient(s) shall each be
obligated retroactively to the Advance Date to pay interest in respect of the
Required Payment at the Post-Default Rate (without duplication of the obligation
of such Borrower under SECTION 3.2 hereof to pay interest on the Required
Payment at the Post-Default Rate), it being understood that the return by the
recipient(s) of the Required Payment to the Administrative Agent shall not limit
such obligation


A/72335952.4                       20




of such Borrower under said SECTION 3.2 to pay interest at the Post-Default Rate
in respect of the Required Payment; and

     (b) If the Required Payment shall represent proceeds of a Loan to be made
by the Banks to a Borrower, such Borrower and the Payor shall each be obligated
retroactively to the Advance Date to pay interest in respect of the Required
Payment pursuant to the rate specified in Section 3.2 hereof (without
duplication of the obligation of such Borrower under SECTION 3.2 hereof to pay
interest on the Required Payment), it being understood that the return by such
Borrower of the Required Payment to the Administrative Agent shall not limit any
claim such Borrower may have against the Payor in respect of such Required
Payment.

               Section 4.7 Sharing of Payments, Etc.

     (a) Each Fund agrees that, in addition to (and without limitation of) any
right of set-off, banker's lien or counterclaim a Bank may otherwise have, each
Bank shall be entitled, at its option (to the fullest extent permitted by law),
to set off and apply any deposit (general or special, fine or demand,
provisional or final), or other indebtedness, held by it for the credit or
account of a Borrower at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Bank's Loans to
such Borrower or any other amount payable by such Borrower to such Bank
hereunder, that is not paid when due (regardless of whether such deposit or
other indebtedness are then due to such Borrower), in which case it shall
promptly notify such Borrower and the Administrative Agent thereof, PROVIDED
that such Bank's failure to give such notice shall not affect the validity
thereof.

     (b) If any Bank shall obtain from a Borrower payment of any principal of or
interest on any Loan owing to it or payment of any other amount under this
Agreement through the exercise of any right of set-off, banker's lien or
counterclaim or similar right or otherwise (other than from the Administrative
Agent as provided herein), and, as a result of such payment, such Bank shall
have received a greater percentage of the principal of or interest on the Loans
made to such Borrower or such other amounts then due to such Bank hereunder by
such Borrower than the percentage received by any other Bank, it shall promptly
purchase from such other Banks participations in (or, if and to the extent
specified by such Bank, direct interests in) such Loans or such other amounts,
respectively, owing to such other Banks (or in interest due thereon, as the case
may be) in such amounts, and make such other adjustments from time to time as
shall be equitable, to the end that all the Banks shall share the benefit of
such excess payment (net of any expenses that may be incurred by such Bank in
obtaining or preserving such excess payment) pro rate in accordance with the
unpaid principal of and/or interest on such Loans or such other amounts,
respectively, owing to each of the Banks. To such end all the Banks shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored.

     (c) Each Fund agrees that any Bank so purchasing such a participation (or
direct interest) may exercise all rights of set-off, banker's lien, counterclaim
or similar rights with respect to such participation as fully as if such Bank
were a direct holder of Loans or other amounts (as the case may be) owing to
such Bank in the amount of such participation (or direct interest).


A/72335952.4                       21




     (d) Nothing contained herein shall require any Bank to exercise any such
right or shall affect the right of any Bank to exercise, and retain the benefits
of exercising, any such right with respect to any other indebtedness or
obligation of a Borrower. If, under any applicable bankruptcy, insolvency or
other similar law, any Bank receives a secured claim in lieu of a set-off to
which this SECTION 4.7 applies, such Bank shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Banks entitled under this SECTION 4.7 to share in the benefits
of any recovery on such secured claim.

               Section 4.8 Requirements of Law.

     (a) If any Bank shall have determined that the adoption of or any change in
any applicable law, rule, or regulation, or any change in any applicable law,
rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or compliance by such
Bank or any corporation controlling such Bank with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
such authority, central bank, or comparable authority made subsequent to the
date hereof shall have the effect of reducing the rate of return on such Bank's
or such corporation's capital as a consequence of its obligations hereunder to a
level below that which such Bank or such corporation could have achieved but for
such adoption, change, or compliance (taking into consideration such Bank's or
such corporation's policies with respect to capital adequacy) by an amount
determined by such Bank, in its reasonable discretion, to be material, then from
time to time, each Borrower shall promptly pay to such Bank such additional
amount or amounts as will compensate such Bank for such reduction.

     (b) If any Bank becomes entitled to claim any additional amounts pursuant
to this SECTION 4.8, it shall promptly notify the Borrowers (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled
by providing a certificate setting forth in reasonable detail the basis for the
claim for additional amounts, the amounts required to be paid by the Borrowers
to such Bank, and the computations made by such Bank to determine the amounts;
PROVIDED that such Bank shall not be required to disclose any confidential
information. Such certificate as to any additional amounts payable pursuant to
this SECTION 4.8(B) submitted by such Bank to the Borrowers (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
agreements in this SECTION 4.8 shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder. No
Borrower shall be responsible to compensate such Bank for additional amounts
attributable to another Borrower's Loans,

     (c) Failure or delay on the part of any Bank to demand compensation
pursuant to this SECTION 4.8 shall not constitute a waiver of such Bank's right
to demand such compensation; PROVIDED that the Borrowers shall not be required
to compensate a Bank pursuant to this SECTION 4.8 for any increased costs or
reductions incurred more than 270 days prior to the date that such Bank notifies
the Borrower of the change in the applicable law, rule, or regulation giving
rise to such increased costs or reductions and of such Bank's intention to claim
compensation therefore; PROVIDED FURTHER that, if the change in the applicable
law, rule, or regulation giving rise to such increased costs or reductions is
retroactive, then the 270 day period referred to above shall be extended to
include the period of retroactive effect thereof.


A/72335952.4                       22




SECTION 5. U.S. TAXES.


     (a) All payments made by any Borrower under this Agreement or any Note
shall be made free and clear of, and without deduction or withholding for or on
account of, any resent or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
all present and future income taxes and franchise taxes (imposed in lieu of net
income taxes) imposed on the Administrative Agent or any Bank as a result of a
present or former connection between the Administrative Agent or such Bank and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Bank having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any Note). If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to the
Administrative Agent or any Bank hereunder or under any Note, the amounts so
payable to the Administrative Agent or such Bank shall be increased to the
extent necessary to yield to the Administrative Agent or such Bank (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified on this Agreement, PROVIDED,
HOWEVER, that a Borrower shall not be required to increase any such amounts
payable to arty Bank that is not organized under the laws of the U.S. or a state
thereof if such Bank falls to comply with the requirements of paragraph (b) of
this Section. Whenever any Non-Excluded Taxes are payable by a Borrower, as
promptly as possible thereafter, such Borrower shall send to the Administrative
Agent for its own account or for the account of such Bank. as the case may be. a
certified copy of an original official receipt received by such Borrower showing
payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to
the appropriate taxing authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence, such Borrower
shall indemnify the Administrative Agent and the Banks for any incremental
taxes, interest or penalties that may become payable by the Administrative Agent
or any Bank as a result of any such failure. The agreements in this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

     (b) Each Bank that is not incorporated under the laws of the U.S. or a
state thereof shall:

     (i)  deliver to the Investment Adviser and the Administrative Agent (A) two
          duly completed copies of U.S. Internal Revenue Service Form 1001 or
          4224, or successor applicable form, as the case may be, and (B) and
          Internal Revenue Service From W4 or W-9, or successor applicable form,
          as the case may be;

     (ii) deliver to the Investment Adviser and the Administrative Agent two
          further copies of any such form or certification on or before the date
          that any such form or certification expires or becomes obsolete and
          after the occurrence of any event requiring a change in the most
          recent form previously delivered by it to the Investment Adviser; and


A/72335952.4                       23




     (iii) obtain such extensions of time for filing and complete such forms or
          certifications as may reasonably be requested by the Investment
          Adviser or the Administrative Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Bank from duly completing and delivering any such
form with respect to it and such Bank so advises the Investment Adviser and the
Administrative Agent. Such Bank shall certify (A) in the case of a Form 1001 or
4224, that it is entitled to receive payments under this Agreement without
deduction or withholding of any U.S. federal income taxes and (B) in the case of
a Form W-8 or W-9, that it is entitled to an exemption from U.S. backup
withholding tax. Each Person that shall be subject to an assignment or
participation pursuant to SECTION 11.6 hereof shall, upon the effectiveness of
the related transfer, be required to provide all of the forms and statements
required pursuant to this SECTION 5, provided that in the case of a Person
subject to a participation, such Person shall furnish all required forms and
statements to the Bank from which the related participation shall have been
purchased.

     (c) If any Bank shall receive a credit or refund from a taxing authority
with respect to, and actually resulting from, an amount of Non-Excluded Taxes
actually paid to or on behalf of such Bank by a Borrower (a "Tax Credit"), such
Bank shall promptly pay to such Borrower the amount so received with respect to
the Tax Credit if such Tax Credit is not received by such Bank in the form of
cash, such Bank shall pay the amount of such Tax Credit not later than the time
prescribed by applicable law for filing the return (including extensions of
time) for such Bank's taxable period which includes the period in which such
Bank receives the economic benefit of such Tax Credit. In any event, the amount
of any Tax Credit payable by a Bunk to a Borrower pursuant to this clause (c)
shall not exceed the actual amount of cash refunded to, or credits received and
usable (in accordance with the actual practices then in use by such Bank) by,
such Bank from a taxing authority. In determining the amount of any Tax Credit,
a Bank may use such apportionments and attribution rules as such bank
customarily employs in allocating taxes among its various operations and income
sources and such determination shall be conclusive absent manifest error. Each
Borrower further agrees promptly to return to a Bank the amount paid to such
Borrower with respect to a Tax Credit by such Bank if such Bank is caused to
repay, or is determined to be ineligible for, a Tax Credit for such amount and
agrees that (i) neither the Administrative Agent nor any Bank shall be obligated
to provide such Borrower with details of the tax position of the Administrative
Agent or such Bank (as the case may be) and (ii) such Borrower shall have no
tight to inspect any records (including tax returns) of the Administrative Agent
or such Bank (as the case may be).

SECTION 6. CONDITIONS PRECEDENT.

           Section 6.1 Initial Loan.

The obligation of any Bank to make its initial Loan hereunder is subject to the
conditions precedent (which conditions precedent apply to and shall be satisfied
by the Borrowers severally) that the Administrative Agent shall have received
the following documents (with, in the case of


A/72335952.4                       24




clauses (a), (b), (c), (d), and (e) below, sufficient counterparts or copies, as
the case may be, for each Bank), each of which shall be satisfactory to the
Administrative Agent and each Bank in form and substance:

     (a) RELATED AGREEMENTS. (i) True and correct copies, certified as to
authenticity by each Fund, of the most recent Prospectus for each Borrower, the
current registration statement for each Borrower, the most recent annual and
semi-annual financial reports for each Borrower, (ii) true and correct copies,
certified as to authenticity by each Fund, of the Shareholder Services Agreement
for each Borrower, the Custody Agreement for each Borrower, the Distribution
Agreement for each Borrower, and the Investment Management Agreement of each
Fund in which the assets of each Borrower are invested, and (iii) such other
documents or instruments as may be reasonably requested by the Administrative
Agent, including, without limitation, a copy of any debt instrument, security
agreement or other material contract to which any Borrower may be a party.

     (b) CORPORATE DOCUMENTS. Certified copies of the charter and by-laws (or
equivalent documents) of each Fund and of all corporate authority for each Fund
(including, without limitation, board of director resolutions) with respect to
the execution, delivery and performance of this Agreement and the Notes and each
other document to be delivered by each Fund from time to time in connection
herewith and the Loans hereunder (and the Administrative Agent and each Bank may
conclusively rely on such certificate until it receives notice in writing from
each Fund to the contrary).

     (c) INCUMBENCY CERTIFICATE. A certificate of each Fund, dated the Closing
Date, as to the incumbency and signature of the officers of such Fund executing
this Agreement or any Notes executed by the Secretary or any Assistant Secretary
of such Fund, satisfactory in form and substance to the Administrative Agent.

     (d) OPINION OF COUNSEL TO THE FUNDS. An opinion, dated the date hereof, of
Christopher E. Atteberry, Vice President and Associate General Counsel of
American Century Services, LLC, counsel to the Funds and each Borrower,
substantially in the form of EXHIBIT 6.1(B) (and the Funds and each Borrower
hereby instruct such counsel to deliver such opinion to the Banks and the
Administrative Agent).

     (e) CREDIT AGREEMENT. Executed copies of this Agreement and all related
documents in form and substance reasonably satisfactory to each Bank.

     (f) NOTES. If requested pursuant to SECTION 2.7(A) hereof, the Notes, duly
completed and executed for each Bank.

     (g) OTHER DOCUMENTS. Such other documents as the Administrative Agent or
any Bank or special New York counsel to the Administrative Agent may reasonably
request.

The obligation of any Bank to make its initial Loan hereunder is also subject to
the payment by the Funds of such fees as the Funds shall have agreed to pay or
deliver to any Bank or the Administrative Agent in connection herewith,
including, without limitation, the reasonable fees and expenses of Bingham
McCutchen LLP, special New York counsel to the Administrative


A/72335952.4                       25




Agent, in connection with the negotiation, preparation, execution and delivery
of this Agreement and the Notes and the making of the Loans hereunder (to the
extent that statements for such fees and expenses have been delivered to the
Funds). The Funds shall allocate such fees and expenses among the Borrowers pro
rata according to their respective Net Asset Values as at the date on which such
fees and expenses are paid or otherwise in compliance with law.

Without limiting the generality of the provisions of the last paragraph of
SECTION 10.3, for purposes of determining compliance with the conditions
specified in this SECTION 6.1, each Bank that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Bank unless the Administrative Agent shall
have received notice from such Bank prior to the proposed Closing Date
specifying its objection thereto.

          Section 6.2 Initial and Subsequent Loans.

The obligation of the Banks to make any Loan to a Borrower upon the occasion of
each borrowing hereunder (including the initial borrowing) is subject to the
further conditions precedent that both immediately prior to the making of such
Loan and also after giving effect thereto and to the intended use thereof:

     (a) no Default shall have occurred and be continuing;

     (b) the representations and warranties made by each Fund on behalf of
itself and each Borrower in SECTION 7 hereof shall be true and complete on and
as of the date of the making of such Loan with the same force and effect as if
made on and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date as of such specific
date);

     (c) the Banks shall be satisfied that the Loans and the use of proceeds
thereof in respect of each Borrower comply in all respects with Regulation U. To
the extent required by Regulation U, the Administrative Agent shall have
received a copy of either (i) FR Form U-1, duly executed and delivered by each
Fund on behalf of each Borrower and completed for delivery to each Bank, in form
acceptable to the Administrative Agent, or (ii)a current list of "margin stock"
(as defined in Regulation U) from each Borrower, in form acceptable to the
Administrative Agent and in compliance with Section 21.3(c)(2) of Regulation U;
and

     (d) (i) Asset Coverage Ratio of at least 300% of any Borrower and an "asset
coverage" (as provided by and in accordance with the Investment Company Act, it
being understood that "total assets," as used in the Investment Company Act
shall not include any encumbered assets of a Borrower) ratio of any Borrower of
at least 300%; and (ii) borrowing limits in such Borrower's Prospectus are not
exceeded.

Each notice of borrowing by a Fund on behalf of itself or a Borrower hereunder
shall constitute a certification by such Fund to the effect set forth in the
preceding sentence (both as of the date of such notice and. unless such Fund
otherwise notifies the Administrative Agent prior to the date of such borrowing,
as of the date of such borrowing).


A/72335952.4                       26




SECTION 7. REPRESENTATIONS AND WARRANTIES.

Each Fund, on behalf of itself and each Borrower, hereby represents and warrants
to the Administrative Agent and the Banks that (it being agreed that each Fund
represents and warrants only to matters with respect to itself and each Borrower
that is apart of such Fund, and each Borrower represents only to matters with
respect to itself):

          Section 7.1 Corporate Existence; Compliance with Law.

Each Fund: (a) is a corporation or business trust, as the case may be, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted, (c) is qualified to do business and is in good
standing in all jurisdictions where failure so to qualify could (either
individually or in the aggregate) have a Material Adverse Effect; (d) has no
Subsidiaries; and (e) is in compliance of all laws, including, but not limited
to, the Investment Company Act and the Securities Act of 1933, as amended.

          Section 7.2 Investment Company.

     (a) Each Fund is registered with the Commission under the Investment
Company Act as an open-end management investment company, and no order of
suspension or revocation of such registration has been issued or proceedings
therefor initiated or threatened by the Commission.

     (b) Each Borrower is in substantial compliance with all investment
objectives. policies, restrictions and limitations set forth or incorporated by
reference in the Prospectus and applicable to such Borrower.

     (c) The Investment Adviser is the primary investment adviser to each
Borrower and Fund and, to the best knowledge of each Fund, the Investment
Adviser is duly registered as an investment adviser under the Advisers Act.

          Section 7.3 Permission to Borrow.

Each Borrower is permitted to borrow hereunder pursuant to the limits and
restrictions set forth in its Prospectus.

          Section 7.4 Financial Condition.

For each Borrower, the statement of assets and liabilities as of such Borrower's
most recently ended fiscal year for which annual reports have been prepared and
the related statements of operations and of changes in net assets for the fiscal
year ended on such date, copies of which financial statements, certified by the
independent public accountants for each Borrower, or the Fund acting on behalf
of each such Borrower, as the case may be, have heretofore been delivered to
each Bank, fairly present, in all material respects, the financial position of
such Borrower as of


A/72335952.4                       27




such date and the results of its operations for such period, in conformity with
GAAP (as consistently applied).

          Section 7.5 Litigation.

There are no legal or arbitral proceedings, or any proceedings by or before any
governmental or regulatory authority or agency, now pending or (to the knowledge
of any Fund or any Borrower) threatened against that Fund or Borrower (a) with
respect to this Agreement and each of the Notes or any of the transactions
contemplated hereby or thereby, or (b) that, if adversely determined could
(either individually or in the aggregate) have a Material Adverse Effect.

          Section 7.6 No Default.

No Default or Event of Default has occurred and is continuing.

          Section 7.7 No Breach.

None of the execution and delivery of this Agreement and the Notes, the
consummation of the transactions herein contemplated or compliance with the
terms and provisions hereof will conflict with or result in a breach of, or
require any consent under, the charter or by-laws of any Fund, or any applicable
law or regulation, or any order, writ, injunction or decree of any court or
governmental authority or agency, or any material agreement or instrument to
which any Fund is a party or by which it or any of its or any Borrower's
Property is bound or to which it is subject, or constitute a default under any
such agreement or instrument.

          Section 7.8 Action.

Each Fund has all necessary corporate or trust power, as the case may be,
authority and legal right to execute, deliver and perform its obligations under
this Agreement and the Notes and to borrow hereunder; the execution, delivery
and performance by each Fund of this Agreement and the Notes and the ability to
borrow hereunder have been duly authorized by all necessary corporate action on
its part (including, without limitation, any required shareholder approvals);
and this Agreement has been duly and validly executed and delivered by each Fund
and constitutes, and each of the Notes when executed and delivered for value
will constitute, its legal, valid and binding obligation, enforceable against
each Fund in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights and
(b) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

          Section 7.9 Approvals.

No authorizations, approvals or consents of, and no filings or registrations
with, any governmental or regulatory authority or agency, or any securities
exchange, are necessary for the execution, delivery or performance by each Fund
of this Agreement or the Notes or for the legality, validity or enforceability
hereof or thereof.


A/72335952.4                       28




          Section 7.10 Use of Credit.

No part of the proceeds of any Loan hereunder will be used in a manner that
violates Regulation U.

          Section 7.11 ERISA.

No Fund has any ERISA Affiliates or has had any ERISA Affiliates at any time. No
Fund maintains, contributes to or participates in, nor at any time has any Fund
maintained, contributed to or participated in, any Plan or Multiemployer Plan.

          Section 7.12 Taxes.

Each Fund and each Borrower have filed all Federal income returns and all other
material tax returns that are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by a
Fund or any such Borrower. The charges, accruals and reserves on the books of
each Fund in respect of taxes and other governmental charges are, in the opinion
of each Fund, adequate. No Fund has given or been requested to give a waiver of
the statute of limitations relating to the payment of any Federal, state, local
and foreign taxes or other impositions.

          Section 7.13 True and Complete Disclosure.

No Prospectus, as of the date thereof, contains any untrue statement of material
fact or omits to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Since the date of each such Prospectus, there has not been any
change that would require a Fund to supplement or amend its Prospectus.

          Section 7.14 Accuracy of Information.

All factual information heretofore or contemporaneously furnished by or on
behalf of each Fund and each Borrower in writing to the Administrative Agent or
any Bank for purposes of or in connection with this Agreement or any transaction
contemplated hereby (in each case, as amended, superseded, supplemented or
otherwise modified with the knowledge of the Administrative Agent or such Bank)
is, and all other such factual information hereafter furnished by or on behalf
of each Fund and each Borrower to the Administrative Agent or any Bank (in each
case, as amended, superseded, supplemented or otherwise modified with the
knowledge of the Administrative Agent or such Bank) will be, true and accurate
in every material respect on the date as of which such information is dated or
certified, and to the extent such information was furnished to the
Administrative Agent or such Bank heretofore or contemporaneously, as of the
date of execution and delivery of this Agreement by the Administrative Agent or
such Bank, and such information is not, or shall not be, as the case may be,
incomplete by omitting to state any material fact necessary to make such
information not misleading.

          Section 7.15 Indebtedness.


A/72335952.4                       29




As of the date hereof, neither any Fund nor any Borrower has any Indebtedness
other than (a) current liabilities consisting of expenses payable and payables
for securities purchased and (b) obligations under Financial Contracts.

          Section 7.16 Property and Liens.

No Lien exists upon any Property of any Fund except for Liens permitted by
SECTION 8.8 hereof.

          Section 7.17 Blue Sky Registrations.

There are in full force and effect orders of effective securities registration
for the securities of each Borrower in each state in which such securities are
sold or are offered for sale and required to be so registered.

          Section 7.18 Federal Regulations.

If requested by any Bank or the Administrative Agent from time to time, each of
the Funds and each Borrower will furnish to the Administrative Agent and each
Bank a statement and current list of the assets of each Borrower in conformity
with the requirements of FR Form U-1 referred to in said Regulation U. Other
than the furnishing of such statement and such list, no filing or other action
is required under the provision of Regulations T, U or X in connection with the
execution and delivery of the Agreement and the making of the Loans hereunder.

          Section 7.19 Apportionment Among Funds.

Borrowings of Loans by a Fund for the benefit of any Borrower will be allocated
by such Fund among the Borrowers on a fair and equitable basis not in violation
of applicable law and in accordance with the procedures established prior to the
date of this Agreement by the board of directors of the Fund, as such procedures
may be amended from time to time.

          Section 7.20 No Material Adverse Change.

For each Borrower, since the date of the statement of assets and liabilities for
the most recently ended fiscal year for which annual reports have been prepared
for such Borrower, there has been no development or event which has had or could
reasonably be expected to have a Material Adverse Effect with respect to such
Borrower.

SECTION 8. COVENANTS OF THE FUNDS.

     Each Fund for itself and each Borrower for itself hereby covenants and
agrees with the Banks and the Administrative Agent that, so long as any
Commitment or Loan is outstanding to it or (in the case of any Fund) any
Borrower that is a part of such Fund and until payment in full of all amounts
payable by it or (in the case of any Fund) any Borrower that is a part of such
Fund hereunder (it being agreed that each Fund covenants only to matters with
respect to itself and


A/72335952.4                       30




each Borrower that is a part of such Fund, and each Borrower covenants only to
matters with respect to itself):

               Section 8.1 Financial Statements.

Each Fund or Borrower, as applicable, shall deliver to the Administrative Agent
(with copies for each Bank):

     (a) as soon as available and in any event within 75 days after the end of
each fiscal year of such Borrower, a statement of assets and liabilities of that
Borrower as of the end of such fiscal year, a statement of operations for such
fiscal year, a statement of changes in net assets for such fiscal year and the
preceding fiscal year, a portfolio of investments as of the end of such fiscal
year and the per share and other data for such fiscal year prepared in
accordance with GAAP (as consistently applied) and all regulatory requirements,
and all presented in a manner acceptable to the Securities and Exchange
Commission or any successor or analogous Governmental Authority and acceptable
to PricewaterhouseCoopers LLP, Deloitte & Touche LLP, or any other independent
certified public accountants of recognized standing;

     (b) as soon as available and in any event within 60 days after the close of
the first six-month period of each fiscal year of such Borrower, a statement of
assets and liabilities as of the end of such six-month period, a statement of
operations for such six-month period, a statement of changes in net assets for
such six-month period and a portfolio of investments as of the end of such
six-month period, all prepared in accordance with regulatory requirements and
all certified (subject to normal year-end adjustments) as to fairness of
presentation, GAAP (as consistently applied) and consistency by a Responsible
Officer; and

     (c) promptly upon the request of any Bank and as soon as available after
the end of each fiscal quarter of each Borrower, the net asset value sheet of
such Borrower as of the end such quarter, in the form and detail similar to
those customarily prepared by each of the Fund's management for internal use and
reasonably satisfactory to the Administrative Agent, certified by a Responsible
Officer as being fairly stated in all material respects; PROVIDED, HOWEVER, that
if any Borrower has Loans outstanding, such Borrower shall provide each Bank
with (i) such net asset value sheet described above in this SECTION 8.1 and (ii)
a certificate of a Responsible Officer showing in reasonable detail the
calculations supporting such Borrower's compliance with SECTION 6.2(D) hereof,
within three Business Days after the end of each calendar week so long as any
Loans to such Borrower remain outstanding;

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

               Section 8.2 Certificates; Other Information.

Each Fund or Borrower, as applicable, shall deliver to the Administrative Agent
(with copies for each Bank):


A/72335952.4                       31




     (a) concurrently with the delivery of the financial statements referred to
in SECTIONS 8.1(A) and (B), and, in addition, not later than ten days after the
last Business Day of each March, June, September and December, a certificate of
a Responsible Officer stating that (i) to the best of such Responsible Officer's
knowledge, such Borrower during such period has observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in this
Agreement and the Notes to be observed, performed or satisfied by it, and (ii)
no Default or Event of Default has occurred and is continuing except as
specified in such certificate;

     (b) within five days after the same are sent, copies of all financial
statements and reports which each Borrower generally sends to its investors, and
within five Business Days after the same are filed, copies of all financial
statements and material reports which each Borrower may make to or file with,
the Securities and Exchange Commission or any successor or analogous
Governmental Authority; provided that the foregoing may be delivered
electronically to the Administrative Agent and, if so delivered, the
Administrative Agent shall make the same available to the Lenders via Intralinks
(or similar internet medium); and

     (c) promptly, such additional financial and other information as any Bank
may from time to time reasonably request, including, but not limited to, copies
of all changes to the Prospectus and registration statement which would require
the filing of a Prospectus supplement with the Commission.

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or an
Arranger will make available to the Banks materials and/or information provided
by or on behalf of a Borrower hereunder (collectively, "BORROWER MATERIALS") by
posting the Borrower Materials on IntraLinks or another similar electronic
system (the "PLATFORM") and (b) certain of the Banks (each, a "PUBLIC LENDER")
may have personnel who do not wish to receive material non-public information
with respect to a Borrower or its Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons' securities. Each
Borrower hereby agrees that so long as such Borrower is the issuer of any
outstanding debt or equity securities that are registered or issued pursuant to
a private offering or is actively contemplating issuing any such securities (w)
all Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that
the word "PUBLIC" shall appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC," such Borrower shall be deemed to have
authorized the Administrative Agent, the Arrangers and the Banks to treat such
Borrower Materials as not containing any material non-public information with
respect to such Borrower or its securities for purposes of United States Federal
and state securities laws (PROVIDED, HOWEVER, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in SECTION
11.12); (y) all Borrower Materials marked "PUBLIC" are permitted to be made
available through a portion of the Platform designated "Public Investor;" and
(z) the Administrative Agent and any Arranger shall be entitled to treat any
Borrower Materials that are not marked "PUBLIC" as being suitable only for
posting on a portion of the Platform not designated "Public Investor."
Notwithstanding the foregoing, the Borrower shall be under no obligation to mark
any Borrower Materials "PUBLIC."


A/72335952.4                       32




               Section 8.3 Notices.

Each Fund or Borrower, as the case may be, shall promptly give notice to the
Administrative Agent and each Bank of:

     (a) the occurrence of any Default or Event of Default with respect to such
Borrower;

     (b) any (i) default or event of default under any Contractual Obligation of
such Borrower or such Fund or (ii) litigation, investigation or proceeding which
may exist at any time between any Fund and/or any Borrower and any Governmental
Authority, which in either case, if not cured or if adversely determined, as the
case may be, could reasonably be expected to have a Material Adverse Effect;

     (c) any litigation or proceeding affecting such Borrower in which the
amount reasonably determined to be at risk is $1,000,000 or more and not covered
by insurance or in which injunctive or similar relief is sought;

     (d) any change in any of the parties to any Custody Agreement relating to
any Fund;

     (e) any material change in such Borrower's Prospectus or registration
statement; and

     (f) any development or event which could reasonably be expected to have a
Material Adverse Effect on any such Borrower.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action such Fund or such Borrower proposes to take with respect
thereto.

               Section 8.4 Existence, Etc.

Each Fund will:

     (a) preserve and maintain its legal existence and all of its (and each
Borrower's) material rights, privileges, licenses and franchises;

     (b) comply with the requirements of all applicable laws, rules, regulations
and orders of governmental or regulatory authorities (including, without
limitation, the Investment Company Act and all rules and regulations promulgated
thereunder, and Regulations U and X and other applicable regulations of the
Board of Governors of the Federal Reserve System) if failure to comply with such
requirements could reasonably be expected to have a Material Adverse Effect;

     (c) pay and discharge, on its own behalf and on behalf of each Borrower,
all material taxes, assessments and governmental charges or levies imposed on
the income, profits or Property of it or of such Borrower prior to the date on
which penalties attach thereto, except for any such tax, assessment, charge or
levy the payment of which is being contested in good faith and by proper
proceedings and against which adequate reserves are being maintained;


A/72335952.4                       33




     (d) pay and discharge, on its own behalf and on the behalf of each
Borrower, at or before maturity or before they become delinquent, as the case
may be, all its obligations of whatever nature, except where (i) the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of such Borrower, as the case may be, or (ii) the lack of
timely payment thereof could not reasonably be expected to have a Material
Adverse Effect;

     (e) preserve and maintain its status as a registered, open-end management
investment company under the Investment Company Act,

     (f) maintain at all times its current primary custodians responsible for
the safekeeping of portfolio securities, unless the prior written consent of the
Banks has been obtained, PROVIDED, that such consent is not required (i) of any
Bank which is also such primary custodian, or (ii) for a Borrower to change its
primary custodian to a bank or trust company organized under the laws of the
United States or a political subdivision thereof having assets of at least
$10,000,000,000 and a long-term debt or deposit rating of at least A from
Standard & Poor's Ratings Group or A2 from Moody's Investor Services, Inc.;

     (g) keep, and cause each of the Borrowers to keep, adequate records and
books of account, keep, and cause each of the Borrowers to keep, adequate
records and books which complete entries will be made in accordance with GAAP
and the Investment Company Act and regulations promulgated thereunder reflecting
all financial transactions of each Fund and each Borrower;

     (h) cause each Borrower to comply in all material respects with all
investment objectives, policies, restrictions and limitations set forth or
incorporated by reference in the Prospectus and applicable to such Borrower; and

     (i) permit representatives of (i) the Administrative Agent, upon its own
discretion or at the reasonable request of any Bank, and (ii) upon the
occurrence and during the continuance of an Event of Default, any Bank to visit
and inspect any of such Borrower's properties and examine and make abstracts
from any of its books and records during normal business hours and to discuss
the business, operations, properties, and financial and other condition of such
Borrower with officers and employees of such Borrower and with its independent
certified public accountants; PROVIDED, that, unless a Default or an Event of
Default shall have occurred and be continuing, the Administrative Agent shall
provide the Borrowers with five Business Days' prior notice of such visit and
shall only conduct such visit once a year.

               Section 8.5 Use of Proceeds.

A Fund will use the proceeds of the Loans made hereunder for the benefit of any
Borrower solely to finance temporarily the repurchase or redemption of shares of
such Borrower at the request of the holders of such shares, pending the orderly
sale of portfolio securities held by such Borrower, in compliance with all
applicable legal and regulatory requirements, including, without limitation,
Regulations U and X, the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and the respective rules and regulations
promulgated thereunder provided that neither the Administrative Agent nor any
Bank shall have


A/72335952.4                       34




any responsibility as to the use of any of such proceeds.

               Section 8.6 Insurance.

Each Fund will keep insured by financially sound and reputable insurers all
Property of character usually insured by investment companies engaged in the
same or similar business against loss or damage of the kinds and in the amounts
required to be maintained by the Funds pursuant to Section 17(g) of the
Investment Company Act and Rule 17g-1 promulgated thereunder.

               Section 8.7 Prohibition of Fundamental Changes.

Each Fund will not and will not permit any Borrower to:

     (a) enter into any transaction of merger or consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution) (a "MERGER");

     (b) acquire any business or Property from, or capital stock of, or be a
party to any acquisition of, any Person (an "ACQUISITION") except for purchases
of Property in the ordinary course of business and securities purchased for
account of the Borrowers and not in violation of the terms and conditions of
this Agreement (including, without limitation, SECTION 8.4(F) hereof);

     (c) convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions (a "TRANSFER"), all or a substantial
part of its business or Property, whether now owned or hereafter acquired except
for assets and securities sold or disposed of in the ordinary course of
business, including purchase and sale transactions performed under rule 17a-7 of
the Investment Company Act;

     (d) have any Subsidiaries;

     (e) maintain, contribute to or participate in any Plan or Multiemployer
Plan or

     (f) change or modify in any material respect any fundamental investment
objective, policy or investment restriction or limitation of such Borrower
described in its Prospectus.

Notwithstanding the foregoing clauses (a), (b) and (c) of this SECTION 8.7, a
Fund may consummate a Merger, an Acquisition or a Transfer with a Specified
Existing Fund Affiliate PROVIDED that:

     (i)  no Default shall have occurred and be continuing at the time of such
          Merger, Acquisition or Transfer or would result therefrom,

     (ii) in connection with such Merger, Acquisition or Transfer, such Fund
          shall deliver to the Administrative Agent a certificate of a senior
          officer of such Fund stating that the Asset Coverage Ratio of each
          Borrower shall not be reduced as a result thereof,


A/72335952.4                       35




     (iii) the Merger. Acquisition or Transfer is with another Borrower and the
          Investment Adviser is the investment manager to the entity surviving
          such Merger, Acquisition or Transfer, and

     (iv) the Administrative Agent shall have received an opinion of counsel for
          such Fund, satisfactory to the Administrative Agent in form and
          substance, as to such Merger, Acquisition or Transfer being in
          compliance with the terms of this Agreement.

          Section 8.8 Limitations on Liens.

No Fund will, nor will a Fund permit any Borrower to, create, incur, assume or
suffer to exist any Lien upon any of its Property, whether now owned or
hereafter acquired, except:

     (a) Liens imposed by any governmental authority for taxes, assessments or
charges not yet due or that are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of such Borrower in accordance with GAAP;

     (b) Liens created pursuant to a Custody Agreement, and

     (c) Liens securing indebtedness permitted under SECTION 8.9 hereof and any
other Liens created, incurred, assumed or suffered to exist in compliance with
the Prospectus of such Borrower which are not otherwise prohibited, and for
which the Administrative Agent has been given prior written notice.

          Section 8.9 Indebtedness.

A Fund will not, nor will it permit any Borrower to, create, incur or suffer to
exist any Indebtedness except (a) Indebtedness to the Banks hereunder, (b)
obligations under Financial Contracts and (c) Indebtedness to the custodian
under its Custody Agreement(s) for overdraft charges incurred in the ordinary
course of business.

          Section 8.10 Dividend Payments.

A Fund will not, and will not permit any Borrower to, declare or make any
Dividend Payment at any time if, either before or after giving effect thereto,
(a) a Default shall have occurred and be continuing (pROVIDED that, unless any
amounts payable hereunder have been declared due and payable pursuant to SECTION
9 hereof, nothing contained in this clause (a) shall limit the ability of any
Borrower to distribute each year all of its net Investment income (including net
realized capital gains) so that it not be subject to tax (including corporate
and/or excise taxes) under the Code) or (b) such Dividend Payment would be in
violation of the Investment Company Act.

          Section 8.11 Asset Coverage; Borrowing Limits.

A Fund will not permit (i) the Asset Coverage Ratio for any Borrower to be less
than 300% at any time, and will not permit the "asset coverage" (as defined in
the Investment Company Act)


A/72335952.4                       36




ratio for any Borrower to be less than 300% at any time, it being understood
that "total assets," as used in the definition of "asset coverage" in the
Investment Company Act shall not include any encumbered assets of such Borrower,
or (ii) any Borrower to violate the limits on borrowing as set forth in such
Borrower's Prospectus.

          Section 8.12 Lines of Business.

No Fund will engage in any line or lines of business activity other than that of
an open-end management investment company.

          Section 8.13 Modifications of Certain Documents.

Unless as otherwise required by law, without the prior consent of the
Administrative Agent (with the approval of the Majority Banks), such consent and
approval not to be unreasonably withheld, no Borrower will consent to any
modification, supplement or waiver of any of the provisions of (a) its Articles
of Incorporation, (b) its By-Laws or (c) its Custody Agreement.

          SECTION 9. EVENTS OF DEFAULT.


     If one or more of the following events (herein called "EVENTS OF DEFAULT")
shall occur and be continuing:

     (a) A Fund or Borrower shall (i) default in the payment when due (whether
at stated maturity or upon mandatory or optional prepayment) of any principal of
any Loan or (b) default in the payment when due of any interest on any Loan, any
fee or any other amount payable by it hereunder and such default shall have
continued unremedied for three or more days; or

     (b) A Fund or Borrower shall default in the payment when due (after any
applicable grace period), under any Financial Contract, of any amount
aggregating 5% or more of such Borrower's or such Fund's net assets; or any
event specified in any Financial Contract shall occur if the effect of such
event is to cause, or (with the giving of any notice or the lapse of time or
both) to permit, termination or liquidation payment or payments aggregating 5%
or more of such Borrower's or such Fund's net assets to become due; or

     (c) Any representation, warranty or certification made or deemed made
herein (or in any modification or supplement hereto) by a Borrower, or any
certificate furnished to any Bank or the Administrative Agent pursuant to the
provisions hereof, shall prove to have been false or misleading as of the time
made or furnished in any material respect; or

     (d) A Fund or Borrower shall default in the performance of any of its
obligations under any of SECTIONS 8.3(A) and 8.7 through 8.13 hereof; or such
Fund or Borrower shall default in the performance of any of its other
obligations in this Agreement and such default shall continue unremedied for a
period of thirty or more days after notice thereof to such Fund or Borrower by
the Administrative Agent or any Bank (through the Administrative Agent); or

     (e) A Fund or a Borrower shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due; or


A/72335952.4                       37




     (f) A Fund or a Borrower shall (i) apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee, examiner or
liquidator of itself or of all or a substantial part of its Property, (ii) make
a general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Bankruptcy Code, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement or winding-up, or composition or
readjustment of debts, (v) fall to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the Bankruptcy Code or (vi) take any corporate action for
the purpose of effecting any of the foregoing; or

     (g) A proceeding of law shall be commenced, without the application or
consent of a Fund or a Borrower, in any Court of competent jurisdiction, seeking
(i) its reorganization, liquidation, dissolution, arrangement or winding-up, or
the composition or readjustment of its debts, (ii) the appointment of a
receiver, custodian, trustee, examiner, liquidator or the like of such Borrower
or of all or any substantial part of its Property or (iii) similar relief in
respect of such Fund or Borrower under any law relating to bankruptcy,
insolvency, reorganization, winding up, or composition or adjustment of debts,
and such proceeding or case shall continue undismissed, or art order, judgment
or decree approving or ordering any of the foregoing shall be entered and
continue unstayed and in effect, for a period of 60 or more days; or an order
for relief against such Fund or Borrower shall be entered in an involuntary case
under the Bankruptcy Code; or

     (h) A final judgment or judgments for the payment of money in an amount in
excess of 5% or more of such Borrower's or such Fund's net assets shall be
rendered by one or more courts, administrative tribunals or other bodies having
jurisdiction against the Borrower or Fund and the same shall not be discharged
(or provision shall not be made for such discharge), or a stay of execution
thereof shall not be procured within 60 days from the date of entry thereof and
such Borrower or Fund shall not, within said period of 60 days, or such longer
period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal; or

     (i) Except as expressly permitted by Section 8.7 hereof, any Person, or
related Persons constituting a "group" for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, (other than a Specified Existing
Fund Affiliate) shall have acquired beneficial ownership, directly or
indirectly, of more than 33% of the outstanding voting stock of a Fund or a
Borrower, or

     (j) Any Person, or related Persons constituting a "group" for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, (other than a
Specified Existing Investment Adviser Affiliate) shall have acquired beneficial
ownership, directly or indirectly, of more than 33% of the outstanding voting
stock or other ownership interests of the Investment Adviser; or

     (k) A Fund or a Borrower's registration under the Investment Company Act
shall lapse or be suspended (or proceedings for such purpose shall have been
instituted); or


A/72335952.4                       38




     (l) A Fund or a Borrower shall fail to comply with the Investment Company
Act in a manner which could be reasonably expected to have a Material Adverse
Effect; or

     (m) A Borrower shall fail to comply with its investment policies and
restrictions as set forth in its Prospectus in a manner which could be
reasonably expected to have a Material Adverse Effect; or

     (n) unless consented to by the Banks, the Investment Adviser or an
Investment Adviser Affiliate shall cease to act as the sole investment adviser
to a Fund or a Borrower, or the Investment Adviser shall cease to be registered
as an investment adviser under the Advisers Act; or

     (o) since the date of the statement of assets and liabilities for the most
recently ended fiscal year for which such annual reports have been prepared for
a Borrower, there has been a development or event which has had or could
reasonably be expected to have a Material Adverse Effect with respect to such
Borrower;

THEREUPON: (i) in the case of an Event of Default other than one referred to in
clause (f) or (g) of this SECTION 9 with respect to a Borrower, the
Administrative Agent may and, upon request of the Majority Banks, will, by
notice to such Borrower, terminate the Commitments and/or declare the principal
amount than outstanding of, and the accrued interest on, the Loans and all other
amounts payable by such Borrower hereunder and under the Notes to be forthwith
due and payable, whereupon such amounts shall be immediately due and payable
without presentment, demand, protest or other formalities of any kind, all of
which are hereby expressly waived by such Borrower; and (ii) in the case of the
occurrence of an Event of Default referred to in clause (f) or (g) of this
SECTION 9 with respect to a Borrower, the Commitments shall automatically be
terminated and the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by such Borrower hereunder
and under the Notes shall automatically become immediately due and payable
without presentment demand, protest or other formalities of any kind, all of
which are hereby expressly waived by such Borrower.

Notwithstanding any other provision herein to the contrary, Defaults and Events
of Default shall have the following results:

     (i)  a Default or Event of Default with respect to one Borrower shall not
          constitute a Default or Event of Default to any other Borrower;

     (ii) except as set forth in clause (iii) below, a Default or Event of
          Default with respect to a Fund acting on behalf of one or more
          Borrowers shall constitute a Default or Event of Default, as the case
          may be, only to the Borrower or Borrowers implicated in, or affected
          by, the act or omission causing such Default or Event of Default;

     (iii) a Fund Default or Fund Event of Default with respect to a Fund acting
          on behalf of one or more Borrowers shall constitute a Default or Event
          of Default, as the case may be, to each Borrower issued by such Fund
          for which such Fund Default or Fund Event of Default may in the
          reasonable


A/72335952.4                       39




discretion of the Administrative Agreement be reasonably expected to have a
Material Adverse Effect on each such Borrower's ability to perform its
obligations under this Agreement and the Notes; and

     (iv) an Event of Default of the type described in paragraph (n) of this
          SECTION 9 shall constitute an Event of Default to all Borrowers.

"FUND EVENT OF DEFAULT" shall mean an Event of Default with respect to a Fund
(A) of any of the types described in paragraphs (b), (f), (g), (h) or (k) of
this SECTION 9, or (B) arising from such Fund's failure to comply with the
covenants set forth in SECTIONS 8.3, 8.4 and 8.5 hereof. "FUND DEFAULT" shall
mean any of the covenants giving rise to Fund Events of Default, whether or any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

If a Fund is organized as a business trust, the parties hereto acknowledge and
agree that every note, bond, contract, instrument, certificate or undertaking
and every other act or thing whatsoever issued, executed or done by or on behalf
of such Fund on behalf of itself or a Borrower by any trustee thereof in
connection with the Fund shall be conclusively deemed to have been issued,
executed or done only in or with respect to his or her capacity as a trustee and
such trustee shall not be personally liable thereon. Neither such Fund nor any
of its trustees, nor any officer, employee nor agent of such Fund shall have any
power to bind personally any shareholders thereof, nor to call upon any such
shareholder for the payment of any sum of money or assessment whatsoever other
than such as such shareholder may at any time personally agree to pay.

SECTION 10. THE ADMINISTRATIVE AGENT.

            Section 10.1 Appointment and Authority.

Each of the Banks hereby irrevocably appoints Bank of America to act on its
behalf as the Administrative Agent hereunder and under the Notes and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent and the Banks, and no Borrower shall have rights as a third
party beneficiary of any of such provisions.

           Section 10.2 Rights of a Bank.

The Person serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Bank as any other Bank and may exercise
the same as though it were not the Administrative Agent and the term "Bank" or
"Banks" shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with any
Borrower or any Subsidiary


A/72335952.4                       40




or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Banks.

          Section 10.3 Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the Notes. Without limiting the generality of
the foregoing, the Administrative Agent:

     (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default, Event of Default, Fund Default or Fund Event of
Default has occurred and is continuing;

     (b) shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the Notes that the Administrative Agent is required to
exercise as directed in writing by the Majority Banks (or such other number or
percentage of the Banks as shall be expressly provided for herein or in the
Notes), PROVIDED that the Administrative Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent to liability or that is contrary to this Agreement, any
Note or applicable law; and

     (c) shall not, except as expressly set forth herein and in the Notes, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken
by it (i) with the consent or at the request of the Majority Banks (or such
other number or percentage of the Banks as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in SECTIONS 11.4 and 9) or (ii) in the absence of its
own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default, Event of Default, Fund Default or
Fund Event of Default unless and until notice describing such Default, Event of
Default, Fund Default or Fund Event of Default is given to the Administrative
Agent by a Borrower or a Bank.

     The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any Note, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, Event of Default, Fund Default or Fund
Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any Note or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in SECTION 6 or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

          Section 10.4 Reliance by Administrative Agent.


A/72335952.4                       41




The Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan that by its
terms must be fulfilled to the satisfaction of a Bank, the Administrative Agent
may presume that such condition is satisfactory to such Bank unless the
Administrative Agent shall have received notice to the contrary from such Bank
prior to the making of such Loan. The Administrative Agent may consult with
legal counsel (who may be counsel for a Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.

          Section 10.5 Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any Note by or through any one or more
sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Section 10.6 Resignation of Administrative Agent.

The Administrative Agent may at any time give notice of its resignation to the
Banks and the Borrowers. Upon receipt of any such notice of resignation, the
Majority Banks shall have the right, with the consent of the Borrowers if no
Event of Default has occurred and is continuing, such consent not be
unreasonably withheld or delayed, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed
by the Majority Banks and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Banks, appoint a
successor Administrative Agent meeting the qualifications set forth above;
PROVIDED that if the Administrative Agent shall notify the Borrowers and the
Banks that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Bank
directly, until such time as the Majority Banks appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor's appointment as Administrative Agent hereunder, such


A/72335952.4                       42




successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the Notes (if not already discharged therefrom as
provided above in this Section). The fees payable by the Borrowers to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrowers and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Loan Documents, the provisions of this Article and SECTION 11.3 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as Swing Line Lender. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring Swing Line Lender, and (b) the
retiring Swing Line Lender shall be discharged from all of their respective
duties and obligations hereunder.

          Section 10.7 Non Reliance on Administrative Agent and other Banks.

Each Bank acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Bank or any of their Related Parties and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank or any of their Related Parties and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any Note or any related agreement or any
document furnished hereunder or thereunder.

          Section 10.8 No Other Duties.

Anything herein to the contrary notwithstanding, none of the Arrangers or Book
Managers listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the Notes, except in its
capacity, as applicable, as the Administrative Agent or a Bank hereunder.

          Section 10.9 Administrative Agent May File Proofs of Claim.

In case of the pendency of any proceeding under any Debtor Relief Law or any
other judicial proceeding relative to any Borrower, the Administrative Agent
(irrespective of whether the principal of any Loan shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent shall have made any demand on such Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise


A/72335952.4                       43




     (d) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Banks and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Banks and the Administrative Agent and their respective
agents and counsel and all other amounts due the Banks and the Administrative
Agent under this Agreement) allowed in such judicial proceeding; and

     (e) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Bank to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Banks, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under this Agreement.

Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Bank any plan of
reorganization, arrangement, adjustment or composition affecting the obligations
owing hereunder or the rights of any Bank to authorize the Administrative Agent
to vote in respect of the claim of any Bank in any such proceeding.

SECTION 11. MISCELLANEOUS.

            Section 11.1 Waiver.

No failure on the part of the Administrative Agent or any Bank to exercise and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Agreement or any Note shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement or any Note preclude any other or further
exercise thereof or the exercise of any other tight, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

           Section 11.2 Notices.

     (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in subsection (b)
below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier as follows, and all notices
and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:

          (i)  if to any Borrower, to the address, telecopier number, electronic
               mail address or telephone number specified for such Borrower on
               SCHEDULE I; and


A/72335952.4                       44




          (ii) if to the Administrative Agent, to the address, telecopier
               number, electronic mail address or telephone number specified for
               the Administrative Agent on SCHEDULE II and if to any Bank, to
               the address, telecopier number, electronic mail address or
               telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

     (b) Notices and other communications to the Banks hereunder may be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, PROVIDED that the foregoing shall not apply to notices to
any Bank pursuant to SECTION 2 if such Bank, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrowers
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
PROVIDED that approval of such procedures may be limited to particular notices
or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), PROVIDED that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

     (c) THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENT PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the
Administrative Agent or any of its Related Parties (collectively, the "AGENT
PARTIES") have any liability to any Borrower, any Bank or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of a Borrower's or the Administrative Agent's
transmission of Borrower Materials through the Internet, except to the


A/72335952.4                       45




extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Agent
Party; PROVIDED, HOWEVER, that in no event shall any Agent Party have any
liability to any Borrower, any Bank or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).

     (d) Each of the Borrowers, the Administrative Agent and the Swing Line
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other parties hereto. Each other
Bank may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Borrowers, the Administrative
Agent and the Swing Line Lender. In addition, each Bank agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Bank.
Furthermore, each Public Lender agrees to cause at least one individual at or on
behalf of such Public Lender to at all times have selected the "Private Side
Information" or similar designation on the content declaration screen of the
Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender's compliance procedures and applicable Law, including
United States Federal and state securities laws, to make reference to Borrower
Materials that are not made available through the "Public Side Information"
portion of the Platform and that may contain material non-public information
with respect to any Borrower or its securities for purposes of United States
Federal or state securities laws.

     (e) The Administrative Agent and the Banks shall be entitled to rely and
act upon any notices (including loan requests) purportedly given by or on behalf
of a Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such
recording.

               Section 11.3 Expenses, Etc.

     (a) Each Borrower agrees severally (pro rata based on their respective Net
Asset Values) (i) to reimburse the Administrative Agent for its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement and any Notes and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, (ii)
to reimburse each Bank and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement with respect to such Borrower, the Notes, and any
such other documents, including, without limitation, the fees and disbursements
of counsel to each Bank and of counsel to the Administrative Agent, (iii) to
indemnify and hold each Bank and the Administrative Agent harmless from any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in


A/72335952.4                       46




paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, any Notes, and any such other documents with
respect to such Borrower, and (iv) to indemnify and hold each Bank and the
Administrative Agent (and their respective affiliates, directors, officers,
agents and employees (collectively with the Administrative Agent and the Banks,
the "Indemnified Parties")) harmless from and against any and alt other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever
arising from or in connection with the execution, delivery, enforcement,
performance and administration of this Agreement, any Notes, and any such other
documents (all the foregoing in this clause (iv), collectively, the "indemnified
liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder
to the Administrative Agent or any Bank with respect to the indemnified
liabilities arising from (A) the gross negligence or willful misconduct of the
Administrative Agent or any such Bank, as the case may be, (B) disputes arising
solely between or among the Banks or solely between any Bank and the
Administrative Agent, (C) the Administrative Agent or any Bank's failure to
comply with any requirement imposed by applicable law, unless such failure is
attributable to a breach by a Borrower of any representation, warranty, or
covenant under this Agreement, or (D) any such indemnified liabilities that
relate to or arise from litigation commenced by any Borrower against the Banks
or the Administrative Agent which seeks enforcement of any of the rights of any
Borrower hereunder or under any Note and is determined adversely to the Banks or
the Administrative Agent in a final, non-appealable judgment.

     (b) Notwithstanding any other provision in this Agreement to the contrary,
to the extent any obligation to reimburse or indemnify any Indemnified Party
that arises pursuant to SECTION 11.3(A) hereto is not attributable to any
particular Borrower, then such reimbursement or indemnification shall be made by
each Borrower (pro rata based on their respective Net Asset Values). To the
extent any such obligation to reimburse or indemnify any Indemnified Party is
attributable to one or more Borrowers, then such reimbursement or
indemnification shall be made ratably by each such Borrower.

               Section 11.4 Amendments, Etc.

Except as otherwise expressly provided in this Agreement, any provision of this
Agreement may be modified or supplemented only by an instrument in writing
signed by the Funds and the Majority Banks, or by the Funds and the
Administrative Agent acting with the consent of the Majority Banks, and any
provision of this Agreement may be waived by the Majority Banks or by the
Administrative Agent acting with the consent of the Majority Banks; PROVIDED,
that: (a) no modification, supplement or waiver shall, unless by an instrument
signed by all of the Banks or by the Administrative Agent acting with the
consent of all the Banks: (i) increase, or extend the term of the Commitments,
or extend the time or waive any requirement for the reduction or termination of
the Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee hereunder, (iii) reduce the amount of any such
payment of principal, (iv) reduce the rate at which interest is payable thereon
or any fee is payable hereunder, (v) alter the rights or obligations of a
Borrower to prepay Loans, (vi) alter the manner in which payments or prepayments
of principal interest or other amounts hereunder shall be


A/72335952.4                       47




applied as between the Banks, (vii) alter the required Asset Coverage Ratio as
set forth in SECTION 6.2(d) hereof, (viii) alter the terms of this SECTION 11.4,
(ix) amend SCHEDULE I pursuant to SECTION 2.11(A) hereof, or (x) modify the
definition of the term "Majority Banks" or modify in any other manner the number
or percentage of the Banks required to make any determinations or waive any
rights hereunder or to modify any provision hereof, and (b) any modification or
supplement of SECTION 10 hereof, or of any of the rights or duties of the
Administrative Agent hereunder, shall require the consent of the Administrative
Agent.

               Section 11.5 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

               Section 11.6 Assignments and Participations.

     (a) The Funds may not assign any of their rights or obligations hereunder
or under the Notes without the prior consent of all of the Banks and the
Administrative Agent.

     (b) Each Bank may assign any of its Loans, its Notes, and its Commitment
(but only with the consent of the Administrative Agent and, if no Default exists
and is continuing, the Funds) to an Eligible Lender; provided that

          (i) no such consent by the Funds or the Administrative Agent shall be
     required in the case of any assignment to any Affiliate or to another Bank;

          (ii) except to the extent the Funds and the Administrative Agent shall
     otherwise consent, any such partial assignment (other than to another Bank)
     shall be in an amount at least equal to $2,000,000,

          (iii) each such assignment by a Bank of its Loans, Notes or Commitment
     shall be made in such manner so that the same portion of its Loans, Notes
     and Commitment is assigned to the respective assignee; and

          (iv) each such assignment shall be effected pursuant to an Assignment
     and Acceptance in substantially the form of EXHIBIT 11.6(B) hereto, the
     assignor and assignee shall deliver to the Funds and the Administrative
     Agent a fully executed copy thereof and if the assignee, if it is not a
     Bank, shall deliver to the Administrative Agent an Administrative
     Questionnaire.

Upon execution and delivery by the assignor and the assignee to the Funds and
the Administrative Agent of such Assignment and Acceptance, and upon consent
thereto by the Funds and the Administrative Agent to the extent required above
and acceptance thereof by the Administrative Agent, the assignee shall have, to
the extent of such assignment (unless otherwise consented to by the Funds and
the Administrative Agent), the obligations, rights and benefits of a Bank
hereunder holding the Commitment and Loans (or portions thereof) assigned to it
and specified in such Assignment and Acceptance (in addition to the Commitment
and Loans, if any, theretofore held by such assignee) and the assigning Bank
shall, to the extent of such assignment,


A/72335952.4                       48




be released from the Commitment (or portion thereof) so assigned. Upon each such
assignment the assigning or assignee Bank shall pay the Administrative Agent an
assignment fee of $3,000.

     (c) A Bank may sell or agree to sell to one or more other Eligible Lenders
(each a "PARTICIPANT") a participation in all or any part of any Loans held by
it, or in its Commitment, PROVIDED that such Participant shall not have any
rights or obligations under this Agreement or any Note (the Participant's rights
against such Bank in respect of such participation to be solely those set forth
in the agreements executed by such Bank in favor of the Participant). All
amounts payable by the Funds to any Bank under SECTION 5 hereof in respect of
Loans held by it, and its Commitment, shall be determined as if such Bank had
not sold or agreed to sell any participations in such Loans and Commitment, and
as if such Bank were funding each of such Loan and Commitment in the same way
that it is funding the portion of such Loan and Commitment in which no
participations have been sold. In no event shall a Bank that sells a
participation agree with the Participant to take or refrain from taking any
action hereunder except that such Bank may agree with the Participant that it
will not, without the consent of the Participant, agree to (i) increase or
extend the term of such Bank's Commitment, (ii) extend the date fixed for the
payment of principal of or interest on the related Loan or Loans or any portion
of any fee hereunder payable to the Participant, (iii) reduce the amount of any
such payment of principal, (iv) reduce the rate at which interest is payable
thereon, or any fee hereunder payable to the Participant, to a level below the
rate at which the Participant is entitled to receive such interest or fee or (v)
consent to any modification, supplement or waiver hereof to the extent that the
same, under SECTION 11.4 hereof, requires the consent of each Bank.

     (d) In addition to the assignments and participations permitted under the
foregoing provisions of this SECTION 11.6, any Bank may (without notice to the
Funds, the Administrative Agent or any other Bank and without payment of any
fee) (i) assign and pledge all or any portion of its Loans and its Note to any
Federal Reserve Bank as collateral security pursuant to Regulation A and any
Operating Circular issued by such Federal Reserve Bank and (ii) assign all or
any portion of its rights under this Agreement and its Loans and its Note to an
affiliate. No such assignment shall release the assigning Bank from its
obligations hereunder.

     (e) A Bank may furnish any information concerning any Borrower in the
possession of such Bank from time to time to assignees and participants
(including prospective assignees and participants), subject however, to the
provisions of SECTION 11.12(B) hereof.

               Section 11.7 Survival.

The obligations of the Funds under SECTION 11.3 hereof, and the obligations of
the Banks under SECTION 10.5 hereof, shall survive the repayment of the Loans
and the termination of the Commitments (including, with respect to any Bank that
does not agree to the extension of the Commitment Termination Date in accordance
with SECTION 2.10 hereof, the repayment of the Loans made by such Bank and the
termination of the Commitment of such Bank on the Commitment Termination in
effect before giving effect to such extension) and, in the case of any Bank that
may assign any interest in its Commitment or Loans hereunder, shall survive the
making of such assignment, notwithstanding that such assigning Bank may cease to
be a "Bank" hereunder. In addition, each representation and warranty made, or
deemed to be made by a notice of any Loan, herein or pursuant hereto, shall
survive the making of such representation and


A/72335952.4                       49




warranty, and no Bank shall be deemed to have waived, by reason of making any
Loan, any Default that may arise by reason of such representation or warranty
proving to have been false or misleading, notwithstanding that such Bank or the
Administrative Agent may have had notice or knowledge or reason to believe that
such representation or warranty was false or misleading at the time such Loan
was made.

               Section 11.8 Caption.

The table of contents and captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

               Section 11.9 Counterparts; Integration; Effectiveness.

This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in SECTION 6.1, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.

               Section 11.10 Governing Law; Submission to Jurisdiction.

This Agreement and the Notes shall be governed by, and construed in accordance
with, the law of the State of New York. Each Fund hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of the Supreme Court of the State of New York sitting
in New York County (including its Appellate Division) and of any other appellate
court in the State of New York, for the purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated
hereby. Each Fund hereby irrevocably waives, to the fullest extent permitted by
applicable law, any objection that it may now or hereafter have to the laying of
the venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient
forum. Further, each Fund hereby agrees that service of process in any such
legal proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
such Fund or such Borrower at its address set forth on the signature page hereto
or at such other address of which the Administrative Agent shall have been
notified pursuant hereto.

               Section 11.11 Waiver of Jury Trial.

EACH OF THE FUNDS, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE


A/72335952.4                       50




LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

               Section 11.12 Treatment of Certain Information; Confidentiality.

     (a) Each Fund and each Borrower acknowledge that each of the Administrative
Agent and each Bank and their respective affiliates (collectively, the "Bank
Parties") may be providing debt financing, equity capital or other services
(including financial advisory services) to other companies in respect of which
the Funds and/or Borrowers may have conflicting interests regarding the
transactions described herein and otherwise. The Bank Parties will not use
confidential information obtained from the Funds and/or Borrowers by virtue of
the transactions contemplated by this Agreement or their other relationships
with such Funds and/or Borrowers in connection with the performance by each of
the Bank Parties of services for other companies, and none of the Bank Parties
will furnish any such confidential information to other companies. Each Fund and
each Borrower also acknowledge that no Bank Party has any obligation to use in
connection with the transactions contemplated by this Agreement, or to furnish
to any fund or any Borrower, confidential information obtained from other
companies.

     (b) Each Fund and each Borrower further acknowledges that from time to time
financial advisory, investment banking and other services may be offered or
provided to the Funds (in connection with this Agreement or otherwise) by any
Bank Parties and each Borrower and Fund hereby authorizes such Bank Parties to
share any information delivered to such Bank Parties by the Borrowers of the
Funds pursuant to this Agreement, it being understood that such Bank Party
receiving such information shall be bound by the provisions of paragraph (c)
below as if it were a Bank hereunder. Such authorization shall survive the
repayment of the Loans and the termination of the Commitments.

     (c) Each of the Administrative Agent and the Banks agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any Note or any action or proceeding
relating to this Agreement or any Note or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations
under this Agreement or any Prospective Lenders invited to be a Bank pursuant to
Section 2.16, (g) with the consent of a Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of
this Section or (y) becomes available to the Administrative Agent, any Bank or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Borrowers.


A/72335952.4                       51




For purposes of this Section, "INFORMATION" means all information received from
any Borrower or any Fund relating to a Borrower or any Fund or any of their
respective businesses, other than any such information that is available to the
Administrative Agent or any Bank on a nonconfidential basis prior to disclosure
by such Borrower or any Fund, PROVIDED that, in the case of information received
from a Borrower or a Fund after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Banks acknowledges that (a) the
Information may include material non-public information concerning a Borrower or
a Fund, as the case may be, (b) it has developed compliance procedures regarding
the use of material non-public information and (c) it will handle such material
non-public information in accordance with applicable law, including United
States Federal and state securities laws.

     (d) Notwithstanding anything to the contrary, any Lender (and any employee,
representative or other agent of such Lender) may disclose to any and all
persons, without limitation of any kind, such Lender's U.S. federal income tax
treatment and the U.S. federal income tax structure of the transactions
contemplated hereby relating to such Lender and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure. However, no disclosure of any information
relating to such tax treatment or tax structure may be made to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws.

               Section 11.13 Limited Recourse.

Anything in this Agreement to the contrary notwithstanding, it is understood and
agreed that the sole recourse of the Administrative Agent or any Bank in respect
of the obligations of any Borrower with respect to (a) any Loan made to such
Borrower (including, without limitation, the obligations of such Borrower to pay
the principal of, interest on and other amounts in respect of such Loan) and (b)
the portion of the commitment fee and any amount payable pursuant to SECTION
11.3 hereof allocated to such Borrower shall be limited to the assets of such
Borrower and that neither the Administrative Agent nor any Bank shall have any
right to look to any other Borrower or the assets thereof for the satisfaction
of such obligations.

If a Borrower is organized as a business trust (or a series thereof), the
parties acknowledge and agree that every note, bond, contract, instrument,
certificate or undertaking and every other act or thing whatsoever issued,
executed, or done by or on behalf of such Borrower by any trustee thereof in
connection with the Borrower shall be conclusively deemed to have been issued,
executed or done only in or with respect to his or her capacity as a trustee and
such trustee shall not be personally liable thereon. Neither such Borrower nor
any of its trustees, nor any officer, employee nor agent of such Borrower shall
have any power to bind personally any shareholders thereof, nor to call upon any
shareholder for the payment of any sum of money or assessment whatsoever other
than such as the shareholder may at any time personally agree to pay.


A/72335952.4                       52




               Section 11.14 Severability.

If any provision of this Agreement or any Note is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the Notes shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

               Section 11.15 No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification
hereof), each Borrower acknowledges and agrees that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent and
the Arrangers are arm's-length commercial transactions between each Borrowers
and its Affiliates, on the one hand, and the Administrative Agent and the
Arrangers, on the other hand, (B) each Borrower has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) each Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby; (ii) (A)
the Administrative Agent and each Arranger each is and has been acting solely as
a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary
for any Borrower or any of its Affiliates, or any other Person and (B) neither
the Administrative Agent nor any other Arranger has any obligation to any
Borrower or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein; and (iii) the
Administrative Agent and the Arrangers and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the Borrowers and their respective Affiliates, and neither the
Administrative Agent nor any Arranger has any obligation to disclose any of such
interests to any Borrower or any of its Affiliates. To the fullest extent
permitted by law, each Borrower hereby waives and releases any claims that it
may have against the Administrative Agent and the Arrangers with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any
aspect of any transaction contemplated hereby.

               Section 11.16 USA Patriot Act Notice.

Each Bank and the Administrative Agent (for itself and not on behalf of any
Bank) hereby notifies the Borrowers that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56) (the "ACT"), it is required to obtain,
verify, and record information that identifies the Borrowers, which information
includes the names and addresses of the Borrowers and other information that
will allow such Bank or Administrative Agent, as applicable, to identify the
Borrowers in accordance with the Act. Each Borrower hereby agrees to cooperate
with each Bank to provide such information promptly following a request therefor
from such Bank.


A/72335952.4                       53




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

                                         BANK OF AMERICA, N.A.,
                                         as Administrative Agent

                                         By:    /s/  Marc Tuckman
                                                --------------------------------
                                         Name:  Marc Tuckman
                                         Title: Assistant Vice President



A/72335952.4                       54



                                         AMERICAN CENTURY MUTUAL
                                         FUNDS, INC., ON BEHALF OF:
                                         Balanced Fund
                                         Capital Growth Fund
                                         Capital Value Fund
                                         Focused Growth Fund
                                         Fundamental Equity Fund
                                         Giftrust Fund
                                         Growth Fund
                                         Heritage Fund
                                         New Opportunities Fund
                                         New Opportunities II Fund
                                         NT Vista Fund
                                         NT Growth Fund
                                         Select Fund
                                         Ultra Fund
                                         Veedot Fund
                                         Vista Fund
                                         Small Cap Growth Fund
                                         Mid Cap Growth Fund

                                         AMERICAN CENTURY WORLD
                                         MUTUAL FUNDS, INC., ON BEHALF OF:
                                         Emerging Markets Fund
                                         Global Growth Fund
                                         International Growth Fund
                                         International Discovery Fund
                                         International Stock Fund
                                         International Opportunities Fund
                                         International Value Fund
                                         Life Sciences Fund
                                         NT Emerging Markets Fund
                                         NT International Growth Fund
                                         Technology Fund

                                         AMERICAN CENTURY CAPITAL
                                         PORTFOLIOS, INC., ON BEHALF OF:
                                         Equity Income Fund
                                         Equity Index Fund
                                         Large Company Value Fund
                                         Mid Cap Value Fund
                                         NT Large Company Value Fund
                                         NT Mid Cap Value Fund
                                         Real Estate Fund
                                         Small Cap Value Fund
                                         Value Fund

                                         AMERICAN CENTURY STRATEGIC
                                         ASSET ALLOCATIONS, INC., ON BEHALF OF:
                                         Newton Fund
                                         Strategic Allocation: Aggressive Fund
                                         Strategic Allocation: Conservative Fund
                                         Strategic Allocation: Moderate Fund

                                         AMERICAN CENTURY VARIABLE
                                         PORTFOLIOS, INC., on behalf of
                                         VP Balanced Fund
                                         VP Capital Appreciation Fund
                                         VP Income & Growth Fund
                                         VP International Fund
                                         VP Large Company Value Fund
                                         VP Mid Cap Value Fund
                                         VP Ultra Fund
                                         VP Value Fund
                                         VP Vista Fund

                                         AMERICAN CENTURY CALIFORNIA TAX-FREE AND
                                         MUNICIPAL FUNDS, ON BEHALF OF:
                                         California High-Yield Municipal Fund
                                         California Long-Term Tax-Free Fund
                                         California Tax-Free Bond Fund

                                         AMERICAN CENTURY MUNICIPAL
                                         TRUST, on behalf of
                                         High-Yield Municipal Fund
                                         Tax-Free Bond Fund
                                         Long Term Tax Free Fund

                                         AMERICAN CENTURY TARGET
                                         MATURITIES TRUST, on behalf of
                                         Target Maturities Trust:  2010
                                         Target Maturities Trust:  2015
                                         Target Maturities Trust:  2020
                                         Target Maturities Trust:  2025

                                         AMERICAN CENTURY GOVERNMENT
                                         INCOME TRUST, ON BEHALF OF:
                                         Ginnie Mae Fund
                                         Government Bond Fund
                                         Inflation-Adjusted Bond Fund
                                         Short-Term Government Fund

                                         AMERICAN CENTURY QUANTITATIVE
                                         EQUITY FUNDS, INC., ON BEHALF OF:
                                         Disciplined Growth Fund
                                         Equity Growth Fund
                                         Global Growth Fund
                                         Income & Growth Fund
                                         International Core Equity Fund
                                         Long/Short Equity Fund
                                         NT Equity Growth Fund
                                         NT Small Company Fund
                                         Small Company Fund
                                         Utilities Fund

                                         AMERICAN CENTURY INVESTMENT
                                         TRUST, ON BEHALF OF:
                                         Core Plus Fund
                                         Diversified Bond Fund
                                         High-Yield Bond Fund
                                         High-Yield Fund
                                         Inflation-Protection Bond Fund
                                         NT Diversified Bond
                                         Select Bond Fund
                                         Short Duration Fund

                                         AMERICAN CENTURY INTERNATIONAL
                                         BOND FUNDS, ON BEHALF OF:
                                         International Bond Fund

                                         AMERICAN CENTURY VARIABLE
                                         PORTFOLIOS II, INC., ON BEHALF OF:
                                         VP Inflation Protection Fund

                                         AMERICAN CENTURY GROWTH
                                         FUNDS, INC., ON BEHALF OF:
                                         Legacy Focused Large-Cap Fund
                                         Legacy Large Cap Fund
                                         Legacy Multi-Cap Fund


                                        By: /s/ Robert J. Leach
                                            ------------------------------------
                                        Name:   Robert J. Leach
                                        Title:  Fund Treasurer for each of the
                                                above entities


                                        BANK OF AMERICA, N.A.,
                                        as a Bank

                                        By:    /s/  Marc Tuckman
                                               ---------------------------------
                                        Name:  Marc Tuckman
                                        Title: Assistant Vice President



A/72335952.4                        58




                                        CITIBANK, N.A.,
                                        as a Bank

                                               /s/  Kevin Ege
                                        By:    ---------------------------------
                                        Name:  Kevin Ege
                                        Title: Vice President


                                        DEUTSCHE BANK AG NEW YORK BRANCH
                                        as a Bank

                                        By:   /s/  Kathleen Bowers
                                              -----------------------------------
                                        Name:  Kathleen Bowers
                                        Title: Director


                                        By:   /s/  Valerie Shapiro
                                              -----------------------------------
                                        Name:  Valerie Shapiro
                                        Title: Asst. Vice President





                                        THE BANK OF NEW YORK
                                        as a Bank


                                        By:    /s/  Thomas McGinley
                                               ---------------------------------
                                        Name:  Thomas McGinley
                                        Title: Vice President



                                        CREDIT SUISSE, CAYMAN ISLAND BRANCH
                                        as a Bank


                                        By:    /s/ Jay Chall  /s/ Markus Frenzen
                                               --------------------------------
                                        Name:  Jay Chall      Markus Frenzen
                                        Title: Director       AVP



                                        THE NORTHERN TRUST COMPANY
                                        as a Bank


                                        By:    /s/  Michael J. Kingsley
                                               ---------------------------------
                                        Name:  Michael J. Kingsley
                                        Title: Vice President

                                        UMB BANK, N.A.
                                        as a Bank


                                        By:    /s/  David A. Proffitt
                                               ---------------------------------
                                        Name:  David A. Proffitt
                                        Title: Senior Vice President



A/72335952.4                       64




                                        COMMERCE BANK, N.A.
                                        as a Bank


                                        By:   /s/  Pamela T. Hill
                                              ----------------------------------
                                        Name: Pamela T. Hill
                                        Title:Vice President


A/72335952.4                       65


                                   SCHEDULE I
                                    BORROWERS

         AMERICAN CENTURY MUTUAL FUNDS, INC., on behalf of:
         Balanced Fund
         Capital Growth Fund
         Capital Value Fund
         Focused Growth Fund
         Fundamental Equity Fund
         Giftrust Fund
         Growth Fund
         Heritage Fund
         New Opportunities Fund
         New Opportunities II Fund
         NT Vista Fund
         NT Growth Fund
         Select Fund
         Ultra Fund
         Veedot Fund
         Vista Fund
         Small Cap Growth Fund
         Mid Cap Growth Fund

         AMERICAN CENTURY WORLD MUTUAL FUNDS, INC., on behalf of:
         Emerging Markets Fund
         Global Growth Fund
         International Growth Fund
         International Discovery Fund
         International Stock Fund
         International Opportunities Fund
         International Value Fund
         Life Sciences Fund
         NT Emerging Markets Fund
         NT International Growth Fund
         Technology Fund

         AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., on behalf of
         Equity Income Fund
         Equity Index Fund
         Large Company Value Fund
         Mid Cap Value Fund
         NT Large Company Value Fund
         NT Mid Cap Value Fund
         Real Estate Fund
         Small Cap Value Fund
         Value Fund


A/72335952.4                       67



         AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC., on behalf of
         Newton Fund

         Strategic Allocation:  Aggressive Fund
         Strategic Allocation:  Conservative Fund
         Strategic Allocation:  Moderate Fund

         AMERICAN CENTURY VARIABLE PORTFOLIOS, INC., on behalf of
         VP Balanced Fund
         VP Capital Appreciation Fund
         VP Income & Growth Fund
         VP International Fund
         VP Large Company Value Fund
         VP Mid Cap Value Fund
         VP Ultra Fund
         VP Value Fund
         VP Vista Fund

         AMERICAN CENTURY CALIFORNIA TAX-FREE
         AND MUNICIPAL FUNDS, on behalf of
         California High-Yield Municipal Fund
         California Long-Term Tax-Free Fund
         California Tax-Free Bond Fund

         AMERICAN CENTURY MUNICIPAL TRUST, on behalf of
         High-Yield Municipal Fund
         Tax-Free Bond Fund
         Long Term Tax Free Fund

         AMERICAN CENTURY TARGET MATURITIES TRUST, on behalf of
         Target Maturities Trust:  2010

         Target Maturities Trust:  2015
         Target Maturities Trust:  2020
         Target Maturities Trust:  2025

         AMERICAN CENTURY GOVERNMENT INCOME TRUST, on behalf of
         Ginnie Mae Fund
         Government Bond Fund
         Inflation-Adjusted Bond Fund
         Short-Term Government Fund


A/72335952.4                       68




         AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC., on behalf of
         Disciplined Growth Fund
         Equity Growth Fund
         Global Growth Fund
         Income & Growth Fund
         International Core Equity Fund
         Long/Short Equity Fund
         NT Equity Growth Fund
         NT Small Company Fund
         Small Company Fund
         Utilities Fund

         AMERICAN CENTURY INVESTMENT TRUST, on behalf of
         Core Plus Fund
         Diversified Bond Fund
         High-Yield Bond Fund
         High-Yield Fund
         Inflation-Protection Bond Fund
         NT Diversified Bond Fund
         Select Bond Fund
         Short Duration Fund

         AMERICAN CENTURY INTERNATIONAL BOND FUNDS, on behalf of
         International Bond Fund

         AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC., on behalf of
         VP Inflation Protection Fund

         AMERICAN CENTURY GROWTH FUNDS, INC., on behalf of
         Legacy Focused Large-Cap Fund
         Legacy Large Cap Fund
         Legacy Multi-Cap Fund


A/72335952.4                       69

                                   SCHEDULE II

                          COMMITMENTS, ADDRESSES, ETC.


         NAME AND ADDRESS OF BANK                               COMMITMENT

         BANK OF AMERICA, N.A.                                  $125,000,000
         Notices for all but loan requests:

         Bank of America, N.A.
         Mail Code:  NC1-001-15-14
         One Independence Center
         101 N. Tryon Street
         Charlotte, NC  28255-0001
         Attn:  Randy S. Pino
         Phone:  (704)387-5451
         Fax:      (704)409-0319
         Email:   randy.s.pino@bankofamerica.com

         Notices of borrowings:

         Bank of America, N.A.
         Mail Code:  NC1-001-04-39
         One Independence Center
         101 N. Tryon Street
         Charlotte, NC  28255-0001
         Attn:  Tammy C. Lunetta
         Phone:  (704)387-3603
         Fax:      (704)409-0857
         Email:   tammy.c.lunetta@bankofamerica.com

         CITIBANK, N.A.                                         $125,000,000
         2 Penns Way
         New Castle, DE  19720
         Attn:  Lauren Owen
         Phone:  (302)894-6112
         Fax:      (302)994-0847
         Email:  lauren.owen@citi.com

         DEUTSCHE BANK AG NEW YORK BRANCH                       $ 90,000,000
         60 Wall Street, 11th Floor
         New York, NY  10005
         Attn:  Valerie Shapiro
         Phone:  (212)250-4574
         Fax:      (212)797-0270
         Email:  Valerie.shapiro@db.com


A/72335952.4                       70

         CREDIT SUISSE, CAYMAN ISLANDS BRANCH                    $ 50,000,000
         Eleven Madison Avenue
         New York, NY  10010
         Attn:  Jay Chall
         Phone:  (212)325-9010
         Fax:      (212)743-1843

         Email:  jay.chall@credit-suisse.com

         THE BANK OF NEW YORK                                    $ 50,000,000
         One Wall Street, 17th Floor
         New York, NY  10286

         Attn:  Thomas McGinley, Vice President
         Phone:  (212)635-6466

         Fax:      (212)635-8541
         Email:  Thomas.MCGinley@bnymellon.com

         UMB BANK, N.A.                                           $ 25,000,000
         1010 Grand Blvd.
         Kansas City, MO  64106

         Attn:  David Proffitt, Senior Vice President
         Phone:  (816)860-7935

         Fax:      (816)860-7143
         Email:  david.proffitt@umb.com

         THE NORTHERN TRUST COMPANY                               $ 25,000,000
         50 South LaSalle Street
         Chicago, IL  60603

         Attn:  Michael Kingsley, Vice President
         Phone:  (312)444-3016

         Fax:      (312)444-4906
         Email:  mk22@ntrs.com

         COMMERCE BANK, N.A.                                      $ 10,000,000
         1000 Walnut
         Kansas City, MO  64106

         Attn:  Pamela T. Hill, Vice President
         Phone:  (816)234-8835

         Fax:      (816)234-8648
         Email:  pamela.hill@commercebank.com


A/72335952.4                       71

                                  SCHEDULE III
                               CUSTODY AGREEMENTS


                          [To be provided by Borrowers]



A/72335952.4                       72




                                   SCHEDULE IV
                             DISTRIBUTION AGREEMENTS


                          [To be provided by Borrowers]


A/72335952.4                       73




                                   SCHEDULE V
                          INVESTMENT MANAGER AGREEMENTS


                          [To be provided by Borrowers]


A/72335952.4                       74

                                   SCHEDULE VI
                         SHAREHOLDER SERVICES AGREEMENTS


                          [To be provided by Borrowers]


A/72335952.4                       75



                                  SCHEDULE VII
                          SPECIFIED EXISTING AFFILIATES




A/72335952.4                       76

                                                                  EXHIBIT 2.7(E)

                                  FORM OF NOTE

         $                                                    New York, New York
          -----------------------
                                                                              20
                                                              --------------, ---



     FOR VALUE RECEIVED, each fund signatory hereto (each a "FUND" and
collectively, the "FUNDS") on behalf of itself or on behalf of each entity
listed beneath such fund's name on the signature page hereto, which entity is a
series or portfolio of such Fund (each such series or portfolio, a "BORROWER"
and, collectively, the "BORROWERS"), hereby severally and not jointly
unconditionally promises to pay to the order of __________________________, at
the office of Bank of America, N.A., as administrative agent for the Banks (the
"BANKS") under the Credit Agreement, as hereinafter defined (in such capacity,
the "ADMINISTRATIVE AGENT"), located at _____________________, in lawful money
of the United States of America and in immediately available funds, on the
Commitment Termination Date the principal amount of (a) ______________DOLLARS ($
), or, if less (b) the aggregate unpaid principal amount of all Loans made by
the Banks to the Borrower pursuant to subsection 2.1 of the Credit Agreement, as
hereinafter defined. In addition, each Fund also agrees to pay on behalf of the
applicable Borrower the principal outstanding hereunder to such Borrower from
time to time at the times provided in the Credit Agreement.

     Each of the undersigned further agrees to pay interest in like money at
such office on the unpaid principal amount hereof from time to time from the
Closing Date at the applicable rates per annum set forth in subsection 3.2 of
the Credit Agreement referred to below until any such amount shall become due
and payable (whether at the stated maturity, by acceleration or otherwise), and
thereafter on such overdue amount at the rate per annum set forth in subsection
3.2(b) of the Credit Agreement until paid in full (both before and after
judgment). Interest shall be payable in arrears on each applicable Interest
Payment Date, commencing on the first such date to occur after the date hereof
and terminating upon payment (including prepayment) in full of the unpaid
principal amount hereof; PROVIDED that interest accruing on any overdue amount
shall be payable on demand.

     The holder of this Note is authorized to endorse on the schedule annexed
hereto and made a part hereof the date and amount of each Loan made to the Fund
on behalf of a Borrower pursuant to the Credit Agreement and the date and amount
of each payment or prepayment of principal thereof. Each such endorsement shall
constitute PRIMA FACIE evidence of the accuracy of the information endorsed. The
failure to make any such endorsement shall not affect the obligations of the
Borrower in respect of such Loan.

     This Note (a) is one of the Notes referred to in the Credit Agreement,
dated as of December 12, 2007 (as amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT"), among (i) each of the Funds, each on
behalf of itself and the series and portfolios named therein of such Funds
(including the Borrower), (ii) the Banks and (iii) the


A/72335952.4                       77

Administrative Agent, (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. Upon the occurrence of one or more Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     Anything in this Note to the contrary notwithstanding, it is understood and
agreed that the sole recourse of the Administrative Agent or any Bank in respect
of the obligations of any Borrower with respect to (a) any Loan made to such
Borrower (including, without limitation, the obligations of such Borrower to pay
the principal of, interest on and other amounts in respect of such Loan) and (b)
the portion of the commitment fee and any amount payable pursuant to SECTION
11.3 hereof allocated to such Borrower shall be limited to the assets of such
Borrower and that neither the Administrative Agent nor any Bank shall have any
right to look to any other Borrower or the assets thereof for the satisfaction
of such obligations.

     If a Borrower is organized as a business trust (or a series thereof), the
parties acknowledge and agree that every note, bond, contract, instrument,
certificate or undertaking and every other act or thing whatsoever issued,
executed, or done by or on behalf of such Borrower by any trustee thereof in
connection with the Borrower shall be conclusively deemed to have been issued,
executed or done only in or with respect to his or her capacity as a trustee and
such trustee shall not be personally liable thereon. Neither such Borrower nor
any of its trustees, nor any officer, employee nor agent of such Borrower shall
have any power to bind personally any shareholders thereof, nor to call upon any
shareholder for the payment of any sum of money or assessment whatsoever other
than such as the shareholder may at any time personally agree to pay.







A/72335952.4                       78




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK.

                                                     AMERICAN CENTURY MUTUAL
                                                     FUNDS, INC., ON BEHALF OF:
                                                     Balanced Fund
                                                     Capital Growth Fund
                                                     Capital Value Fund
                                                     Focused Growth Fund
                                                     Fundamental Equity Fund
                                                     Giftrust Fund
                                                     Growth Fund
                                                     Heritage Fund
                                                     New Opportunities Fund
                                                     New Opportunities II Fund
                                                     NT Vista Fund
                                                     NT Growth Fund
                                                     Select Fund
                                                     Ultra Fund
                                                     Veedot Fund
                                                     Vista Fund
                                                     Small Cap Growth Fund
                                                     Mid Cap Growth Fund

                                                     AMERICAN CENTURY WORLD
                                                     MUTUAL FUNDS, INC., ON BEHALF OF:
                                                     Emerging Markets Fund
                                                     Global Growth Fund
                                                     International Growth Fund
                                                     International Discovery Fund
                                                     International Stock Fund
                                                     International Opportunities Fund
                                                     International Value Fund
                                                     Life Sciences Fund
                                                     NT Emerging Markets Fund
                                                     NT International Growth Fund
                                                     Technology Fund

                                                     AMERICAN CENTURY CAPITAL
                                                     PORTFOLIOS, INC., ON BEHALF OF:
                                                     Equity Income Fund
                                                     Equity Index Fund
                                                     Large Company Value Fund


A/72335952.4                       79

                                                     Mid Cap Value Fund
                                                     NT Large Company Value Fund
                                                     NT Mid Cap Value Fund
                                                     Real Estate Fund
                                                     Small Cap Value Fund
                                                     Value Fund


                                                     AMERICAN CENTURY STRATEGIC
                                                     ASSET ALLOCATIONS, INC., ON BEHALF OF:
                                                     Newton Fund
                                                     Strategic Allocation:  Aggressive Fund
                                                     Strategic Allocation:  Conservative Fund
                                                     Strategic Allocation:  Moderate Fund

                                                     AMERICAN CENTURY VARIABLE
                                                     PORTFOLIOS, INC., on behalf of
                                                     VP Balanced Fund
                                                     VP Capital Appreciation Fund
                                                     VP Income & Growth Fund
                                                     VP International Fund
                                                     VP Large Company Value Fund
                                                     VP Mid Cap Value Fund
                                                     VP Ultra Fund
                                                     VP Value Fund
                                                     VP Vista Fund

                                                     AMERICAN CENTURY CALIFORNIA TAX-
                                                     FREE AND MUNICIPAL FUNDS,
                                                     ON BEHALF OF:
                                                     California High-Yield Municipal Fund
                                                     California Long-Term Tax-Free Fund
                                                     California Tax-Free Bond Fund

                                                     AMERICAN CENTURY MUNICIPAL
                                                     TRUST, on behalf of
                                                     High-Yield Municipal Fund
                                                     Tax-Free Bond Fund
                                                     Long Term Tax Free Fund

                                                     AMERICAN CENTURY TARGET
                                                     MATURITIES TRUST, on behalf of
                                                     Target Maturities Trust:  2010
                                                     Target Maturities Trust:  2015
                                                     Target Maturities Trust:  2020
                                                     Target Maturities Trust:  2025



A/72335952.4                       80

                                                     AMERICAN CENTURY GOVERNMENT
                                                     INCOME TRUST, ON BEHALF OF:
                                                     Ginnie Mae Fund
                                                     Government Bond Fund
                                                     Inflation-Adjusted Bond Fund
                                                     Short-Term Government Fund


                                                     AMERICAN CENTURY QUANTITATIVE
                                                     EQUITY FUNDS, INC., ON BEHALF OF:
                                                     Disciplined Growth Fund
                                                     Equity Growth Fund
                                                     Global Growth Fund
                                                     Income & Growth Fund
                                                     International Core Equity Fund
                                                     Long/Short Equity Fund
                                                     NT Equity Growth Fund
                                                     NT Small Company Fund
                                                     Small Company Fund
                                                     Utilities Fund

                                                     AMERICAN CENTURTY INVESTMENT
                                                     TRUST, ON BEHALF OF:
                                                     Core Plus Fund
                                                     Diversified Bond Fund
                                                     High-Yield Bond Fund
                                                     High-Yield Fund
                                                     Inflation-Protection Bond Fund
                                                     NT Diversified Bond
                                                     Select Bond Fund
                                                     Short Duration Fund

                                                     AMERICAN CENTURY INTERNATIONAL
                                                     BOND FUNDS, ON BEHALF OF:
                                                     International Bond Fund

                                                     AMERICAN CENTURY VARIABLE
                                                     PORTFOLIOS II, INC., ON BEHALF OF:
                                                     VP Inflation Protection Fund



A/72335952.4                       81

                                                     AMERICAN CENTURY GROWTH
                                                     FUNDS, INC., ON BEHALF OF:
                                                     Legacy Focused Large-Cap Fund
                                                     Legacy Large Cap Fund
                                                     Legacy Multi-Cap Fund

                                                     By: -----------------------
                                                     Name:   Robert J. Leach
                                                     Title:  Fund Treasurer for each
                                                             of the above entities



A/72335952.4                       82



                                                                         SCHEDULE A TO NOTE

                          LOANS AND REPAYMENTS OF LOANS


============================================================================================
                                          AMOUNT OF
                                          PRINCIPAL OF   UNPAID PRINCIPAL
DATE     BORROWER       AMOUNT OF LOANS   LOANS REPAID   BALANCE OF LOANS   NOTATION MADE BY
- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------

============================================================================================



A/72335952.4                       83


                                                                 EXHIBIT 2.11(A)

                      FORM FOR DESIGNATION OF NEW BORROWERS

                                                              --------- --, ----



Bank of America, N.A., as Administrative Agent

[List Banks]

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of December
12, 2007 (as amended, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT"), among (i) certain American Century Funds named therein,
each on behalf of itself and the series and portfolios named therein of such
Funds (each a "BORROWER", and collectively the "BORROWERS"), (ii) the several
banks from time to time parties to this Agreement (the "BANKS") and (iii) the
Administrative Agent. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Credit Agreement.

     The [NAME OF FUND] (the "FUND") on behalf of itself and [NAME OF NEW
BORROWER] (the "SERIES") hereby requests pursuant to Section 2.11 of the Credit
Agreement that the Series be admitted as an additional Borrower under the Credit
Agreement. Furthermore, the Fund request that Schedule I to the Credit Agreement
be replaced with the form of Schedule I attached hereto.

     The Fund, on behalf of itself and the Series, hereby represents and
warrants to the Administrative Agent and each Bank that as of the date hereof
and after giving effect to the admission of the Series as an additional Borrower
under the Credit Agreement: (i) the representations and warranties set forth in
Section 7 of the Credit Agreement are true and correct with respect to the
Series; (ii) the Series is in compliance in all material respects with all the
terms and provisions set forth in the Credit Agreement on its part to be
observed or performed as of the date hereof and after giving effect to the
admission; (iii) no Default or Event of Default with respect to the Series, nor
any event which with the giving of notice or the expiration of any applicable
grace period or both would constitute such a Default or Event of Default with
respect to the Series has occurred and is continuing.

     The Series agrees to be bound by the terms and conditions of the Credit
Agreement in all respects as a Borrower thereunder and hereby assumes all of the
obligations of a Borrower thereunder.


A/72335952.4



     Please indicate your assent to the admission of each Series as an
additional Borrower under the Credit Agreement and the replacement of Schedule I
to the Credit Agreement by signing below where indicated.

     Please indicate your assent to the admission of the Series as an additional
Borrower under the Credit Agreement and the replacement of Schedule I to the
Credit Agreement by signing below where indicated.

                                             [NAME OF FUND] on behalf of
                                             [NAME OF SERIES]


                                             By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

AGREED AND ACCEPTED:

BANK OF AMERICA, N.A.
as Administrative Agent

By:
     ---------------------------------------
     Name:
     Title:

[BANKS]

A/72335952.4                       2




                                                                  EXHIBIT 6.1(B)

                     FORM OF OPINION OF COUNSEL TO BORROWER

                                [To be Inserted]



A/72335952.4                       3




                                                                 EXHIBIT 11.6(C)

                        FORM OF ASSIGNMENT AND ACCEPTANCE

     Reference is made to Credit Agreement, dated as of December 12, 2007 (as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among (i) certain American Century Funds named therein (each a
"FUND", and collectively, the "FUNDS"), each on behalf of itself and the series
and portfolios named therein of such Funds (each a "BORROWER", and collectively
the "BORROWERS"), (ii) the several banks from time to time parties to this
Agreement (the "BANKS") and (iii) the Administrative Agent. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.

     [___________________] (the "ASSIGNOR") and [_________________] (the
"ASSIGNEE") agree as follows:

     1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below) the interest described in Schedule 1 hereto
(the "ASSIGNED INTEREST") in and to the Assignor's rights and obligations under
the Credit Agreement.

     2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to or in any connection with the Credit Agreement or
with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that the
Assignor has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Borrower, or any other obligor or the
performance or observance by any Borrower, or any other obligor of any of their
respective obligations under the Credit Agreement or any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto; and (c)
attaches any Notes held by it evidencing the Assigned Interest and (i) requests
that the Administrative Agent, upon request by the Assignee, exchange the
attached Notes for a new Note or Notes payable to the Assignee and (ii) if the
Assignor has retained any interest in the Assigned Interest, requests that the
Administrative Agent exchange the attached Notes for a new Note or Notes payable
to the Assignor, in each case in amounts which reflect the assignment being made
hereby (and after giving effect to any other assignments which have become
effective on the Effective Date).

     3. The Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent
or any other Bank and based on such documents and information as it shall deem
appropriate at the time,


A/72335952.4                       4



continue to make its own credit  decisions in taking or not taking  action under
the  Credit  Agreement,  the other Loan  Documents  or any other  instrument  or
document furnished  pursuant hereto or thereto;  (d) appoints and authorizes the
Administrative  Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement,  the other Loan Documents
or any other instrument or document  furnished pursuant hereto or thereto as are
delegated to the Administrative  Agent by the terms thereof,  together with such
powers  as are  incidental  thereto;  and (e)  agrees  that it will  perform  in
accordance with its terms all the  obligations  which by the terms of the Credit
Agreement  are  required to be  performed  by it as a Bank  including,  if it is
organized  under the laws of a  jurisdiction  outside  the  United  States,  its
obligation pursuant to subsection 5(b) of the Credit Agreement.

4. The effective date of this Assignment and Acceptance shall be ---------------
(the "EFFECTIVE DATE"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for acceptance by
it and recording by the Administrative Agent pursuant to the Credit Agreement,
effective as of the Effective Date (which shall not, unless otherwise agreed to
by the Administrative Agent, be earlier than five Business Days after the date
of such acceptance and recording by the Administrative Agent).

     5. Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignee whether such amounts have accrued prior to the Effective Date or
accrue subsequent to the Effective Date. The Assignor and the Assignee shall
make all appropriate adjustments in payments by the Administrative Agent for
periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.

     6. From and after the Effective Date, (a) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Bank thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

     7. This Assignment and Acceptance shall be governed by and construed in
accordance with the substantive laws of the State of New York.




A/72335952.4                       5



     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.

         [NAME OF ASSIGNEE]                             [NAME OF ASSIGNOR]


         By:                                            By:
         ------------------------------                 ------------------------
         Name:                                          Name:
         Title:                                         Title:


         Accepted and Consented To:

         BANK OF AMERICA, N.A., as
         Administrative Agent

         By:
         ----------------------------
         Name:
         Title:

         THE FUNDS, each on behalf
         of itself and NAME OF BORROWERS


         By:
         -----------------------------
         Name:
         Title:



A/72335952.4                       6



                     SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE
                        RELATING TO THE CREDIT AGREEMENT
                         DATED AS OF DECEMBER 12, 2007,

Name of Assignor:
Name of Assignee:
Effective Date of Assignment:


                       Principal                              Commitment Percentage
                  AMOUNT ASSIGNED                                 ASSIGNED(1)

                  $---------------------                      ---.---------------%






     -----------------------------------
     (1) Calculate  the  Commitment  Percentage  that is  assigned  to at least  15  decimal  places  and show as a
percentage of the aggregate commitments of all Banks.


A/72335952.4                       7

EX-99.J

                                                                     EXHIBIT (j

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our reports dated October 15, 2007, relating to the
financial statements and financial highlights which appear in the August 31,
2007 Annual Reports to Shareholders of the California Tax-Free Money Market
Fund, California Tax-Free Bond Fund, California Long-Term Tax-Free Fund, and
California High-Yield Municipal Fund, which are also incorporated by reference
into the Registration Statement. We also consent to the references to us under
the headings "Financial Highlights", "Independent Registered Public Accounting
Firm" and "Financial Statements" in such Registration Statement.



/s/  PricewaterhouseCoopers LLP
- ----------------------------------
PricewaterhouseCoopers LLP

Kansas City, Missouri
December 21, 2007

EX-99.M1

                              AMENDED AND RESTATED
                       MASTER DISTRIBUTION AND INDIVIDUAL
                            SHAREHOLDER SERVICES PLAN

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

                                     C 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
     advisor  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' C 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'  C 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 5 of this Plan,
     as well as by the then-sole  shareholder  of the C 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  Board  specifies  otherwise.  After the
     adoption of this Plan by the Board with respect to the C 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 the Advisor may agree.

SECTION 2. DISTRIBUTION SERVICES

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 C 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 C 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' C 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)  providing  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;  and (M) such other distribution and service activities as the Issuer
determines may be paid for by the Issuers pursuant to the terms of this Plan and
in accordance  with Rule 12b-1 of the 1940 Act;  provided that if the Securities
and Exchange  Commission  determines that any of the foregoing  services are not
permissible   under  Rule  12b-1,   any  payments  for  such   activities   will
automatically cease.

SECTION 3. INDIVIDUAL SHAREHOLDER SERVICES DEFINED

The Advisor may engage third parties to provide individual  shareholder services
to the shareholders of the C Class shares ("Individual  Shareholder  Services").
The payments  authorized  by this Plan are intended to reimburse the Advisor for
expenses  incurred  by it as a result  of these  arrangements.  Such  Individual
Shareholder Services and related expenses relate to activities for which service
fees may be paid as contemplated by the Conduct Rules of the Financial  Industry
Regulatory  Authority  ("FINRA"),  and 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;  provided
that  if  FINRA  determines  that  any  of  the  foregoing  activities  are  not
permissible, any payment for such activities will automatically cease.

SECTION 4. 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 May 1,
2001.



                                        2



SECTION 5. 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 Members.

SECTION 6. REPORTING REQUIREMENTS

The Advisor shall administer this Plan in accordance with Rule 12b-1 of the 1940
Act. The Advisor shall provide to the 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 C Class shares of each Fund and such other  information as may be
required by the 1940 Act and Rule 12b-1 thereunder.

SECTION 7. TERMINATION

This Plan may be  terminated  without  penalty at any time with respect to the C
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 C Class of that  Fund.  Termination  of the Plan with
respect  to the C Class  shares  of one  Fund  will  not  affect  the  continued
effectiveness of this Plan with respect to the C Class shares of any other Fund.

SECTION 8. 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 5 hereof,  and such amendment is
further approved by a majority of the outstanding  shares of the Fund's C 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 5 hereof;  PROVIDED,
HOWEVER,  that a new  Fund  may be  added by the  Issuer  upon  approval  by the
Issuer's Board by executing a new Schedule A to this Plan.



                                       3



SECTION 9. RECORDKEEPING

The Issuer will preserve copies of this Plan (including any amendments  thereto)
and any related agreements and all reports made pursuant to SECTION 6 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.

     IN WITNESS WHEREOF, the Issuer has adopted this Plan as of January 1, 2008.

                                            AMERICAN CENTURY CALIFORNIA TAX-FREE
                                                AND MUNICIPAL FUNDS


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








                                       4



                                       A-1



                                   SCHEDULE A

                         FUNDS OFFERING C CLASS SHARES

FUNDS                                                         DATE PLAN ADOPTED
- -----                                                         -----------------


AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS

>>       California High-Yield Municipal                      May 1, 2001
>>       California Long-Term Tax-Free Fund                   September 27, 2007







                                      A-1

EX-99.M2

                              AMENDED AND RESTATED
                       MASTER DISTRIBUTION AND INDIVIDUAL
                            SHAREHOLDER SERVICES PLAN

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

                                     A CLASS

SECTION 1. FEES

a.   FEE. For purposes of paying  costs and expenses  incurred in providing  the
     distribution  services and/or individual  shareholder services set forth in
     SECTIONS 2 AND 3 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 25 basis points
     (0.25%)  per annum of the  average  daily net  assets of the  shares of the
     Funds' A Class of shares (the "Fee").

b.   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 5 of this Plan,
     as well as by the then-sole  shareholder  of the A 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 Fee
     set forth in SECTION  1(A)  above,  unless  the  Issuer's  Board  specifies
     otherwise. After the adoption of this Plan by the Board with respect to the
     A Class of shares of the New Fund,  the term "Funds"  under this Plan shall
     thereafter be deemed to include such New Fund.

c.   CALCULATION  AND  ASSESSMENT.  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 the Advisor may agree.

SECTION 2. DISTRIBUTION SERVICES

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 A Class shares of the Funds,  which
services may include,  but are not limited to, (A) payment of sales commissions,
ongoing   commissions  and  other  payments  to  brokers,   dealers,   financial
institutions  or others who sell A 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' A 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;  and (M) 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;  provided that if the Securities
and Exchange  Commission  determines that any of the foregoing  services are not
permissible   under  Rule  12b-1,   any  payments  for  such   activities   will
automatically cease.

SECTION 3. INDIVIDUAL SHAREHOLDER SERVICES

The Advisor may engage third parties to provide individual  shareholder services
to the shareholders of the A Class shares ("Individual  Shareholder  Services").
The amount set forth in SECTION 1(A) of this Plan may be paid to the Advisor for
expenses  incurred  by it as a result  of these  arrangements.  Such  Individual
Shareholder Services and related expenses relate to activities for which service
fees may be paid as contemplated by the Conduct Rules of the Financial  Industry
Regulatory  Authority  ("FINRA"),  and 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;  provided
that  if  FINRA  determines  that  any  of  the  foregoing  activities  are  not
permissible, any payment for such activities will automatically cease.

SECTION 4. EFFECTIVENESS

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

SECTION 5. 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 Members.



                                       2



SECTION 6. REPORTING REQUIREMENTS

The Advisor shall administer this Plan in accordance with Rule 12b-1 of the 1940
Act. The Advisor shall provide to the 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 A Class shares of each Fund and such other  information as may be
required by the 1940 Act and Rule 12b-1 thereunder.

SECTION 7. TERMINATION

This Plan may be  terminated  without  penalty at any time with respect to the A
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 A Class of that  Fund.  Termination  of the Plan with
respect  to the A Class  shares  of one  Fund  will  not  affect  the  continued
effectiveness of this Plan with respect to the A Class shares of any other Fund.

SECTION 8. 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 5 hereof,  and such amendment is
further approved by a majority of the outstanding  shares of the Fund's A 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 5 hereof.

SECTION 9. RECORDKEEPING

The Issuer will preserve copies of this Plan (including any amendments  thereto)
and any related agreements and all reports made pursuant to SECTION 6 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.




                                       3



SECTION 10. 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 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 January 1, 2008.

                                            AMERICAN CENTURY CALIFORNIA TAX-FREE AND
                                                MUNICIPAL FUNDS


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





                                       4



                                       A-1



                                   SCHEDULE A

                          FUNDS OFFERING A CLASS SHARES

FUNDS                                                        DATE PLAN EFFECTIVE
- -----                                                        -------------------


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

EX-99.M3

                              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 the 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;  and (M) 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;  provided that if the  Securities  and Exchange
     Commission   determines  that  any  of  the  foregoing   services  are  not
     permissible  under  Rule  12b-1,  any  payments  for such  activities  will
     automatically cease.

b.   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

The 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 the Advisor for
expenses  incurred  by it as a result  of these  arrangements.  Such  Individual
Shareholder  Services  and  related  expenses  relate  to  activities  for which
services



                                       2



fees may be paid as contemplated by the Conduct Rules of the Financial  Industry
Regulatory  Authority  ("FINRA"),  and 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;  provided
that  if  FINRA  determines  that  any  of  the  foregoing  activities  are  not
permissible, any payment for such activities will automatically cease.

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  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.



                                       3


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  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:



                                       4



               (A) to the extent required by a change in the 1940 Act, the rules
          or regulations under the 1940 Act, the FINRA Conduct Rules 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.

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


                                       5

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 January 1, 2008.

                                            AMERICAN CENTURY CALIFORNIA TAX-FREE AND
                                               MUNICIPAL FUNDS


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



                                       6



                                       A-1



                                   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

EX-99.N

                    AMENDED AND RESTATED MULTIPLE CLASS PLAN
                                       OF
                      AMERICAN CENTURY CALIFORNIA TAX-FREE
                               AND MUNICIPAL FUNDS

     WHEREAS,  the  above-named   corporation  (the  "Issuer")  is  an  open-end
management  investment  company  registered under the Investment  Company Act of
1940, as amended (the "1940 Act");

     WHEREAS,  the common stock of the Issuer is currently  allocated to various
classes of separate series of shares;

     WHEREAS,  Rule 18f-3 requires that the Board of Trustees of the Issuer (the
"Board"),  adopt a written plan (a "Multiple  Class Plan") setting forth (1) the
specific arrangement for shareholder services and the distribution of securities
for each  class,  (2) the  allocation  of expenses  for each class,  and (3) any
related conversion features or exchange privileges;

     WHEREAS,  the Issuer has offered  multiple classes of certain series of the
Issuer's  shares  pursuant  to Rule  18f-3  under  the 1940 Act  since the Board
initially adopted the original Multiple Class Plan;

     WHEREAS,  the Board,  including  a majority of those  Trustees  who are not
"interested  persons" as defined in the 1940 Act ("Independent  Trustees"),  has
determined  that this Amended and Restated  Multiple  Class Plan (this  "Plan"),
adopted  pursuant to Rule 18f-3 under the 1940 Act, is in the best  interests of
the shareholders of each class individually and the Issuer as a whole;

     NOW,  THEREFORE,  the  Issuer  hereby  adopts,  on  behalf of the Funds (as
defined in SECTION 2A below), this Plan, in accordance with Rule 18f-3 under the
1940 Act on the following terms and conditions:

SECTION 1. ESTABLISHMENT OF PLAN

As required by Rule 18f-3 under the 1940 Act,  this Plan  describes the multiple
class system for certain series of shares of the Issuer,  including the separate
class arrangements for shareholder  services and/or  distribution of shares, the
method for allocating expenses to classes and any related conversion features or
exchange privileges  applicable to the classes.  Upon the initial effective date
of this  Plan,  the  Issuer  elects to offer  multiple  classes of shares of its
capital stock, as described herein, pursuant to Rule 18f-3 and this Plan.

SECTION 2. FEATURES OF THE CLASSES

a.   DIVISION INTO CLASSES.  Each series of shares of the Issuers  identified in
     SCHEDULE  A  attached  hereto,  and each  series of  shares  of any  Issuer
     subsequently added to this Plan (collectively,  the "Funds"), may offer one
     or more of the following classes of shares:



                                       1



     Investor  Class,  Institutional  Class,  Advisor Class, A Class, B Class, C
     Class  and R Class.  The  classes  that each  Fund is  authorized  to issue
     pursuant  to this Plan are set forth in SCHEDULE A. Shares of each class of
     a Fund  shall  represent  an equal  pro rata  interest  in such  Fund,  and
     generally,  shall have identical  voting,  dividend,  liquidation and other
     rights, preferences, powers, restrictions, limitations, qualifications, and
     terms and  conditions,  except that each class of shares shall:  (A) have a
     different  designation;  (B) bear any Class Expenses, as defined in SECTION
     3D(3) below;  (C) have exclusive  voting rights on any matter  submitted to
     shareholders that relates solely to its service  arrangement;  and (D) have
     separate voting rights on any matter submitted to shareholders in which the
     interests of one class differ from the interests of any other class.

b.   MANAGEMENT FEES.

     (1)  INVESTOR  CLASS  UNIFIED  FEE.  The Issuer is a party to a  management
          agreement (the  "Management  Agreement")  with either American Century
          Investment  Management,  Inc. or American  Century  Global  Investment
          Management,  Inc., each a registered investment adviser (each referred
          to herein as the "Advisor", as applicable),  or both for the provision
          of  investment  advisory  and  management  services in exchange  for a
          single,  unified  fee, as set forth on SCHEDULE A and as  described in
          the Fund's current Investor Class prospectus or prospectus supplement.

     (2)  INSTITUTIONAL CLASS UNIFIED FEE. For each Fund listed on SCHEDULE A as
          being authorized to issue  Institutional  Class shares, the Management
          Agreement  provides for a unified fee of 20 basis points less than the
          existing unified fee in place for the corresponding  Investor Class of
          such  Fund,  as  described  in  the  Fund's  current   Investor  Class
          prospectus or prospectus  supplement.  Institutional  Class shares are
          available to large  institutional  shareholders,  such as corporations
          and  retirement   plans,   other  pooled   accounts,   and  individual
          shareholders that meet certain  investment  minimums  established from
          time to time by the Advisor.  These  minimums may be waived or lowered
          in  certain   situations  as  deemed   appropriate   by  the  Advisor.
          Institutional  Class shares are not eligible for purchase by insurance
          companies,  except in  connection  with a product for defined  benefit
          plans not involving a group annuity contract.

     (3)  ADVISOR CLASS UNIFIED FEE. For each Fund listed on SCHEDULE A as being
          authorized to issue Advisor Class  shares,  the  Management  Agreement
          provides for a unified fee equal to the existing  unified fee in place
          for the corresponding Investor Class of such Fund, as described in the
          Fund's current Investor Class prospectus or prospectus supplement. The
          Advisor Class is intended to be sold to employer-sponsored  retirement
          plans (including  participant  directed plans),  insurance  companies,
          broker-dealers, banks and other financial intermediaries.

     (4)  A CLASS  UNIFIED  FEE.  For each Fund  listed on  SCHEDULE  A as being
          authorized to issue A Class shares, the Management  Agreement provides
          for a unified fee equal to the  existing  unified fee in place for the
          corresponding  Investor Class of such Fund, as described in the Fund's
          current  Investor  Class  prospectus or prospectus  supplement.  The A
          Class is intended to be sold to and through broker-dealers,  banks and
          other financial intermediaries.



                                       2



     (5)  B CLASS  UNIFIED  FEE.  For each Fund  listed on  SCHEDULE  A as being
          authorized to issue B Class shares, the Management  Agreement provides
          for a unified fee equal to the  existing  unified fee in place for the
          corresponding  Investor Class of such Fund, as described in the Fund's
          current  Investor  Class  prospectus or prospectus  supplement.  The B
          Class is intended to be sold to and through broker-dealers,  banks and
          other financial intermediaries.

     (6)  C CLASS  UNIFIED  FEE.  For each Fund  listed on  SCHEDULE  A as being
          authorized to issue C Class shares, the Management  Agreement provides
          for a unified fee equal to the  existing  unified fee in place for the
          corresponding  Investor Class of such Fund, as described in the Fund's
          current  Investor  Class  prospectus or prospectus  supplement.  The C
          Class is intended to be sold to and through broker-dealers,  banks and
          other financial intermediaries.

     (7)  R CLASS  UNIFIED  FEE.  For each Fund  listed on  SCHEDULE  A as being
          authorized to issue R Class shares, the Management  Agreement provides
          for a unified fee equal to the  existing  unified fee in place for the
          corresponding  Investor Class of such Fund, as described in the Fund's
          current  Investor  Class  prospectus or prospectus  supplement.  The R
          Class is intended to be sold to  employer-sponsored  retirement  plans
          (including   participant   directed   plans),   insurance   companies,
          broker-dealers, banks and other financial intermediaries.

     c.   SHAREHOLDER SERVICES AND DISTRIBUTION SERVICES.

     (1)  ADVISOR  CLASS  DISTRIBUTION  PLAN. If and when adopted by the Issuer,
          shares of the Advisor Class of each Fund will be offered subject to an
          Advisor  Class  Master  Distribution  and  Shareholder  Services  Plan
          pursuant to Rule 12b-1 under the 1940 Act (the "Advisor  Class Plan").
          Advisor  Class  shares of each Fund shall pay the  Advisor,  as paying
          agent  for  the  Fund,  for the  expenses  of  individual  shareholder
          services  and  distribution   expenses  incurred  in  connection  with
          providing  such  services  for shares of the Fund,  as provided in the
          Advisor Class Plan, at an aggregate annual rate of .25% of the average
          daily net assets of such class.

     (2)  A CLASS  DISTRIBUTION  PLAN.  Shares  of the A Class of each  Fund are
          offered  subject  to an A Class  Master  Distribution  and  Individual
          Shareholder  Services  Plan  pursuant to Rule 12b-1 under the 1940 Act
          (the "A Class  Plan")  adopted by the Issuer  effective  September  3,
          2002.  A Class  shares of each Fund shall pay the  Advisor,  as paying
          agent  for  the  Fund,  for the  expenses  of  individual  shareholder
          services  and  distribution   expenses  incurred  in  connection  with
          providing  such  services for shares of the Fund, as provided in the A
          Class Plan,  at an aggregate  annual rate of .25% of the average daily
          net assets of such class.

     (3)  B CLASS  DISTRIBUTION  PLAN.  Shares  of the B Class of each  Fund are
          offered  subject  to a B  Class  Master  Distribution  and  Individual
          Shareholder  Services  Plan  pursuant to Rule 12b-1 under the 1940 Act
          (the "B Class  Plan")  adopted by the Issuer  effective  September  3,
          2002.  B Class  shares of each Fund shall pay the  Advisor,  as paying
          agent  for  the  Fund,  for the  expenses  of  individual  shareholder
          services  and  distribution   expenses  incurred  in  connection  with
          providing  such  services for shares of the Fund, as provided in the B
          Class Plan, at an aggregate  annual rate of 1.00% of the average daily
          net assets of such class (.75% for distribution  expenses and .25% for
          individual shareholder services).



                                       3



     (4)  C CLASS  DISTRIBUTION  PLAN.  Shares  of the C Class of each  Fund are
          offered  subject  to a C  Class  Master  Distribution  and  Individual
          Shareholder  Services  Plan  pursuant to Rule 12b-1 under the 1940 Act
          (the "C Class Plan")  adopted by the Issuer  effective  May 1, 2001. C
          Class shares of each Fund shall pay the  Advisor,  as paying agent for
          the Fund,  for the  expenses of  individual  shareholder  services and
          distribution  expenses  incurred in  connection  with  providing  such
          services for shares of the Fund,  as provided in the C Class Plan,  at
          an aggregate  annual rate for all funds of 1.00% of the average  daily
          net assets of such class (.75% for distribution  expenses and .25% for
          individual shareholder services).

     (5)  R CLASS DISTRIBUTION  PLAN. If and when adopted by the Issuer,  shares
          of the R Class of each  Fund  will be  offered  subject  to an R Class
          Master Distribution and Individual  Shareholder Services Plan pursuant
          to Rule 12b-1 under the 1940 Act (the "R Class Plan").  R Class shares
          of each Fund shall pay the Advisor,  as paying agent for the Fund, for
          the  expenses of  individual  shareholder  services  and  distribution
          expenses  incurred in  connection  with  providing  such  services for
          shares of the Fund,  as provided in the R Class Plan,  at an aggregate
          annual rate of .50% of the average daily net assets of such class.

     (6)  DEFINITION OF SERVICES.  Under the Advisor, A, B, C and R Class Plans,
          "distribution  expenses"  include,  but are not limited  to,  expenses
          incurred in connection with (A) payment of sales  commission,  ongoing
          commissions  and  other  payments  to  brokers,   dealers,   financial
          institutions  or others who sell shares of the relevant class pursuant
          to Selling  Agreements;  (B)  compensation to employees of Distributor
          who engage in or support  distribution  of the shares of the  relevant
          class;  (C)  compensation  to, and  expenses  (including  overhead and
          telephone expenses) of, Distributor; (D) the printing of prospectuses,
          statements  of  additional  information  and  reports  for other  than
          existing shareholders; (E) the 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) the  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) the  provision  of  other
          reasonable  assistance in  connection  with the  distribution  of Fund
          shares;  (K) the  organizing  and  conducting  of sales  seminars  and
          payments  in the form of  transactional  compensation  or  promotional
          incentives;   (L)  profit  on  the  foregoing;   and  (M)  such  other
          distribution and services  activities as the Issuer  determines may be
          paid for by the Issuer  pursuant to the terms of this Agreement and in
          accordance  with  Rule  12b-1 of the 1940  Act;  provided  that if the
          Securities  and  Exchange  commission   determines  that  any  of  the
          foregoing  services are not permissible under Rule 12b-1, any payments
          for such activities will automatically cease.

          "Individual  shareholder  services"  are  those  activities  for which
          service fees may be paid as  contemplated  by the Conduct Rules of the
          Financial Industry Regulatory  Authority  ("FINRA"),  and 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



                                       4


          ensure   compliance   with  the   selected   asset   allocation;   (E)
          consolidation  of  shareholder  accounts  in one place;  and (F) other
          individual services; provided that if FINRA determines that any of the
          foregoing  activities  are  not  permissible,  any  payment  for  such
          activities will automatically cease.

     d.   ADDITIONAL FEATURES.

          (1)  FRONT-END  LOADS.  A Class shares shall be subject to a front-end
               sales charge in the  circumstances  and pursuant to the schedules
               set forth in each Fund's then-current prospectus.

          (2)  CONTINGENT DEFERRED SALES CHARGES. A, B, and C Class shares shall
               be  subject  to  a  contingent   deferred  sales  charge  in  the
               circumstances  and pursuant to the schedules as set forth in each
               Fund's then-current prospectus.

          (3)  B CLASS CONVERSION.  B Class shares will automatically convert to
               A Class shares of the same Fund at the end of a specified  number
               of years after the initial  purchase  date of the B Class shares,
               in  accordance  with the  provisions  set  forth  in each  Fund's
               then-current prospectus.

SECTION 3. ALLOCATION OF INCOME AND EXPENSES

a.   DAILY DIVIDEND FUNDS.  Funds that declare  distributions  of net investment
     income  daily to maintain  the same net asset value per share in each class
     ("Daily  Dividend  Funds") will allocate  gross income and expenses  (other
     than  Class  Expenses,  as  defined  below)  to each  class on the basis of
     "relative net assets  (settled  shares)".  Realized and unrealized  capital
     gains and losses will be  allocated  to each class on the basis of relative
     net assets.  "Relative net assets (settled shares)," for this purpose,  are
     net  assets  valued  in  accordance  with  generally  accepted   accounting
     principles but excluding the value of subscriptions receivable, in relation
     to the net assets of the particular Daily Dividend Fund.  Expenses to be so
     allocated include Issuer Expenses and Fund Expenses, each as defined below.

b.   NON-DAILY DIVIDEND FUNDS. The gross income, realized and unrealized capital
     gains and losses and  expenses  (other than Class  Expenses)  of each Fund,
     other than the Daily  Dividend  Funds,  shall be allocated to each class on
     the basis of its net asset  value  relative  to the net asset  value of the
     Fund.  Expenses to be so allocated  also include  Issuer  Expenses and Fund
     Expenses.

c.   APPORTIONMENT OF CERTAIN EXPENSES.  Expenses of a Fund shall be apportioned
     to each class of shares depending on the nature of the expense item. Issuer
     Expenses and Fund  Expenses  will be allocated  among the classes of shares
     pro rata based on their  relative  net asset  values in relation to the net
     asset value of all outstanding shares in the Fund.  Approved Class Expenses
     shall be allocated to the particular class to which they are  attributable.
     In addition,  certain expenses may be allocated differently if their method
     of imposition changes. Thus, if a Class Expense can no longer be attributed
     to a class, it shall be charged to a Fund for allocation among classes,  as
     determined by the Advisor.



                                       5


     d.   DEFINITIONS.

          (1)  ISSUER EXPENSES. "Issuer Expenses" include expenses of the Issuer
               that  are not  attributable  to a  particular  Fund or class of a
               Fund.   Issuer  Expenses  include  fees  and  expenses  of  those
               Independent Trustees,  including counsel fees for the Independent
               Trustees,  and certain extraordinary  expenses of the Issuer that
               are not attributable to a particular Fund or class of a Fund.

          (2)  FUND EXPENSES.  "Fund  Expenses"  include  expenses of the Issuer
               that  are   attributable   to  a  particular  fund  but  are  not
               attributable  to a particular  class of the Fund.  Fund  Expenses
               include  (i)  interest  expenses,  (ii)  taxes,  (iii)  brokerage
               expenses,  and (iv) certain extraordinary expenses of a Fund that
               are not attributable to a particular class of a Fund.

          (3)  CLASS   EXPENSES.   "Class   Expenses"   are  expenses  that  are
               attributable to a particular class of a Fund and shall be limited
               to: (i)  applicable  unified fee;  (ii) payments made pursuant to
               the  12b-1  Plan of each  applicable  Class;  and  (iii)  certain
               extraordinary expenses of an Issuer or Fund that are attributable
               to a particular class of a Fund.

          (4)  EXTRAORDINARY   EXPENSES.   "Extraordinary   expenses"  shall  be
               allocated as an Issuer Expense, a Fund Expense or a Class Expense
               in such  manner and  utilizing  such  methodology  as the Advisor
               shall reasonably determine,  which determination shall be subject
               to  ratification or approval of the Board and shall be consistent
               with applicable legal principles and requirements  under the 1940
               Act and the Internal Revenue Code, as amended.  The Advisor shall
               report  to the  Board  quarterly  regarding  those  extraordinary
               expenses  that have been  allocated as Class  Expenses.  Any such
               allocations shall be reviewed by, and subject to the approval of,
               the Board.

SECTION 4. EXCHANGE PRIVILEGES

Subject to the restrictions and conditions set forth in the Funds' prospectuses,
shareholders  may (i)  exchange  shares of one class of a Fund for shares of the
same class of another Fund,  (ii) exchange  Investor  Class shares for shares of
any fund within the American  Century  family of funds that only offers a single
class of shares (a "Single Class Fund"), and (iii) exchange shares of any Single
Class Fund for Investor  Class shares of another Fund,  provided that the amount
to be exchanged meets the applicable  minimum  investment  requirements  and the
shares  to  be  acquired  in  the  exchange  are   qualified  for  sale  in  the
stockholder's state of residence.

SECTION 5. CONVERSION FEATURES

Conversions  from one class of a Fund's  shares into another class of shares are
not permitted; PROVIDED, HOWEVER, that if a shareholder of a particular class is
no longer  eligible  to own  shares of that  class,  upon  prior  notice to such
shareholder,  those  shares will be  converted to shares of the same Fund but of
another class in which such shareholder is eligible to invest.  Similarly,  if a
shareholder becomes eligible to invest in shares of another class that has lower
expenses than the class in which such shareholder is invested,  such shareholder
may be  eligible  to convert  into shares of the same Fund but of the class with
the lower expenses.



                                       6



SECTION 6. QUARTERLY AND ANNUAL REPORTS

The Board shall receive  quarterly and annual  reports  concerning all allocated
Class  Expenses and  distribution  and  servicing  expenditures  complying  with
paragraph  (b)(3)(ii) of Rule 12b-1,  as it may be amended from time to time. In
the reports, only expenditures properly attributable to the sale or servicing of
a  particular  class of  shares  will be used to  justify  any  distribution  or
servicing fee or other expenses charged to that class.  Expenditures not related
to the sale or  servicing  of a  particular  class shall not be presented to the
Board to justify any fee attributable to that class. The reports,  including the
allocations  upon  which  they are  based,  shall be  subject  to the review and
approval  of the  Independent  Trustees  of the  Issuer  who have no  direct  or
indirect  financial  interest in the  operation  of this Plan in the exercise of
their fiduciary duties.

SECTION 7. WAIVER OR REIMBURSEMENT OF EXPENSES

Expenses  may be waived or  reimbursed  by any  adviser  to the  Issuer,  by the
Issuer's  underwriter or by any other provider of services to the Issuer without
the prior  approval of the Board,  provided that the fee is waived or reimbursed
to all shares of a particular Fund in proportion to their relative average daily
net asset values.

SECTION 8. EFFECTIVENESS OF PLAN

Upon  receipt of  approval  by votes of a majority of both (a) the Board and (b)
the Independent Trustees, this Plan shall become effective January 1, 2008.

SECTION 9. MATERIAL MODIFICATIONS

This  Plan may not be  amended  to  modify  materially  its  terms  unless  such
amendment  is approved a majority of both (a) the Board and (b) the  Independent
Trustees;  PROVIDED;  HOWEVER;  that a new Fund may be added by the Issuer  upon
approval by that Issuer's Board by executing a new Schedule A to this Plan.

     IN WITNESS WHEREOF, the Issuer has adopted this Multiple Class Plan as of
January 1, 2008.

                                            AMERICAN CENTURY CALIFORNIA TAX-FREE
                                            AND MUNICIPAL FUNDS


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



                                       7



                                      A-1



                                   SCHEDULE A

                     SERIES COVERED BY THIS MULTICLASS PLAN

- ------------------------------------------- ---------- ---------- --------- -------- --------- ------- --------
                                                       INSTITU-
                                             INVESTOR   TIONAL     ADVISOR     A        B        C        R
                                              CLASS      CLASS      CLASS    CLASS    CLASS    CLASS    CLASS

- ------------------------------------------- ---------- ---------- --------- -------- --------- ------- --------
- ------------------------------------------- ---------- ---------- --------- -------- --------- ------- --------
AMERICAN CENTURY CALIFORNIA TAX-FREE
    AND MUNICIPAL FUNDS

>>  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 Tax-Free Bond Fund              Yes        No          No      No        No       No       No
>>  California Long-Term Tax-Free Fund         Yes        No          No      Yes      Yes      Yes       No
- ------------------------------------------- ---------- ---------- --------- -------- --------- ------- --------

                                      A-1