N-14/A 1 doc-2.htm PRE-EFFECTIVE AMD NO. 1 doc 2
                                     N-14/A
                             Pre-Effective Amendment

     As filed with the Securities and Exchange Commission on August 8, 2001

                    Registration Nos. 333-64148 and 811-4025

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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-14

                  REGISTRATION UNDER THE SECURITIES ACT OF 1933

                      Pre-Effective Amendment No. __1__ [X]
                     Post-Effective Amendment No. _____ [ ]

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                        AMERICAN CENTURY MUNICIPAL TRUST
               (Exact Name of Registrant as Specified in Charter)

                                4500 Main Street
                                 P.O. Box 419200
                           Kansas City, MO 64141-6200
                    (Address of Principal Executive Offices)

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

                             Charles A. Etherington
                  Vice President and Associate General Counsel
          4500 Main Street, P.O. Box 419200, Kansas City, MO 64141-6200
                     (Name and Address of Agent for Service)

         Approximate Date of Proposed Public Offering: August 22, 2001

Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration Nos. 2-91229 and 811-4025) pursuant to
Rule 24f-2 under the Investment Company Act of 1940. The Registrant is filing as
an exhibit to this Registration Statement an opinion related to the legality of
shares being issued in connection with this Registration Statement. Pursuant to
Rule 429, this Registration Statement relates to the aforesaid Registration
Statement on Form N-1A.







Prospectus and Proxy Statement August 22, 2001 LONG-TERM TAX-FREE FUND IMPORTANT VOTING INFORMATION INSIDE! [AMERICAN CENTURY LOGO AND TEXT LOGO (REG. SM)] TABLE OF CONTENTS Important Information You Should Consider ................................... 2 Notice of Special Meeting of Shareholders ................................... 5 Combined Prospectus/Proxy Statement ......................................... 6 Comparison of Certain Information Regarding the Funds ....................... 7 Primary Federal Income Tax Consequences ..................................... 7 Risk Factors ................................................................ 8 Transaction and Operating Expense Information ............................... 8 Additional Information About the Proposed Transaction ....................... 9 Summary of Plan of Reorganization ...................................... 9 Description of the Securities of Tax-Free Bond .........................10 Reasons Supporting the Reorganization ..................................10 Federal Income Tax Consequences ........................................11 Capitalization .........................................................12 Information About the Funds .................................................12 Fundamental Investment Policies ........................................13 Information Relating to Voting Matters ......................................13 General Information ....................................................13 Voting and Revocation of Proxies .......................................13 Record Date ............................................................14 Quorum .................................................................14 Shareholder Vote Required ..............................................14 Cost of Proxy Solicitation .............................................15 Certain Shareholders ...................................................15 Appraisal Rights .......................................................15 Annual Meetings ........................................................15 Additional Information ......................................................16 Litigation .............................................................16 Other Business .........................................................16 Shareholder Inquiries ..................................................16 Management's Discussion of Fund Performance .................................17 Report Highlights ......................................................17 Our Message to You .....................................................18 Performance & Portfolio Information ....................................19 Management Q&A .........................................................20 American Century Investments American Century Investments P.O. Box 419200 Kansas City, Missouri 64141-6200 August 22, 2001 Dear American Century Long-Term Tax-Free Fund Shareholder: I am writing to ask for your support of an important proposal affecting your fund. The proposal will be voted on at an upcoming Special Meeting of shareholders to be held on Friday, November 16, 2001. Please take a few minutes to read the enclosed materials, complete and sign the proxy voting card and mail it back to us. As a shareholder of American Century Long-Term Tax-Free Fund, you are being asked to approve the combination of your fund with the American Century Tax-Free Bond Fund. The reason for the combination is twofold. First, the reorganization will combine funds with substantially similar investment objectives and strategies. Investors can select one, general-purpose tax-free bond fund rather than decide between substantially similar funds. Second, management believes it will be more efficient to have the funds' portfolio management team focus on a single, larger portfolio of assets rather than continue managing very similar, smaller portfolios. The Board of Trustees of your fund has unanimously voted in favor of this reorganization and believes the combination is in your fund's and your best interests. We encourage you to vote "FOR" the reorganization. The enclosed materials give more detailed information about the proposed reorganization and the reasons why we recommend you vote for it. Please don't put these materials aside, thinking that you will return to them at another time. If shareholders don't return their proxies, additional expenses must be incurred to pay for follow-up mailings and phone calls. PLEASE TAKE A FEW MINUTES TO REVIEW THE ENCLOSED MATERIALS AND VOTE YOUR SHARES TODAY. If you have any questions or need any help in voting your shares, please call us at 1-800-331-8331. For business, not-for-profit, and employer-sponsored retirement accounts, please call 1-800-345-3533, ext. 5004. To more efficiently handle this proxy solicitation, we have hired Alamo Direct to act as our proxy solicitor. They might be calling you during the solicitation process to ask if you have questions or concerns about the voting process and to assist you with your vote. Thank you for your time in considering this important proposal. We believe the reorganization will enable us to better serve your needs. Thank you for investing with American Century and for your continued support. Sincerely, /s/Bill Lyons William M. Lyons President Proxy/Prospectus Statement 1 IMPORTANT INFORMATION YOU SHOULD CONSIDER The following Q&A is a brief summary of some of the issues that may be important to you. It may not contain all of the information or topics that you think are important and, as a result, is qualified in its entirety by the more detailed information contained elsewhere in this document, or incorporated into this document. Please read all the enclosed proxy materials before voting. PLEASE REMEMBER TO VOTE YOUR SHARES AS SOON AS POSSIBLE. If enough shareholders return their proxy cards soon, additional costs for follow-up mailings and phone calls may be avoided. WHAT IS THE PURPOSE OF THE UPCOMING MEETING? Your Board of Trustees has recommended combining Long-Term Tax-Free into Tax-Free Bond. This combination requires approval of Long-Term Tax-Free shareholders. The Special Meeting will be held on Friday, November 16, 2001, at 10:00 a.m. (Central time) at American Century Tower I, 4500 Main Street, Kansas City, Missouri. Shareholders of record as of the close of business on August 10, 2001, are eligible to vote. WHY IS THE REORGANIZATION BEING PROPOSED? The reorganization seeks to improve operational and investment management efficiencies by combining funds with substantially similar investment objectives and investment policies, approaches, procedures and portfolio securities. Combining these similar funds will permit the portfolio management team to focus its resources on a single, larger fund, rather than divide its time between similar smaller funds. Combining these funds will also help eliminate customer confusion regarding which tax-free bond fund to choose. HOW WILL THE REORGANIZATION BE ACCOMPLISHED? Shareholders of Long-Term Tax-Free are being asked to approve the combination of their fund with Tax-Free Bond according to the Agreement and Plan of Reorganization described on page 9. The reorganization will take the form of a transfer of assets by Long-Term Tax-Free in exchange for shares of Tax-Free Bond. Long-Term Tax-Free will then make a liquidating distribution to its shareholders of the Tax-Free Bond shares received in the exchange. WHAT WILL SHAREHOLDERS GET IF THE REORGANIZATION IS APPROVED? As a result of the liquidating distribution, you will receive shares of Tax-Free Bond in an amount equal to the value of your Long-Term Tax-Free shares on the date the combination takes place (probably December 3, 2001). The total dollar value of your account after the reorganization will be the same as the total dollar value of your account before the reorganization. However, because the net asset value (price per share) of Tax-Free Bond may be different from the net asset value of Long-Term Tax-Free, you may receive a different number of shares than the number of shares of Long-Term Tax-Free that you have. After the reorganization, you will own shares of Tax-Free Bond rather than shares of Long-Term Tax-Free. 2 American Century Investments WHY DID THE BOARD OF TRUSTEES APPROVE THE REORGANIZATION? After reviewing many factors, your Board of Trustees unanimously determined that the reorganization was in the best interests of Long-Term Tax-Free and its shareholders. Some of the factors considered include: * Operational and investment management efficiencies * Streamlining investment options to eliminate customer confusion * Combining funds with substantially similar investment objectives, policies, approaches, procedures and portfolio securities WILL THE EXCHANGE OF LONG-TERM TAX-FREE SHARES FOR SHARES OF TAX-FREE BOND CAUSE SHAREHOLDERS TO REALIZE INCOME OR CAPITAL GAINS FOR TAX PURPOSES? No. The exchange of shares in the reorganization will be tax-free. We will obtain a tax opinion confirming that the reorganization will not be a taxable event for you for federal income tax purposes. Your tax basis and holding period for your shares will be unchanged. HOW DOES THE TOTAL EXPENSE RATIO OF TAX-FREE BOND COMPARE TO THAT OF LONG-TERM TAX-FREE? The total expense ratios of the funds are the same. IS TAX-FREE BOND RISKIER THAN LONG-TERM TAX-FREE? No. Because each of the funds invests in quality debt securities issued by cities, counties and other municipalities, the primary difference between the funds is their weighted average portfolio maturity. Tax-Free Bond's weighted average portfolio maturity, although unrestricted, is typically between five and ten years, while Long-Term Tax-Free's weighted average portfolio maturity is typically ten years or longer. Funds with longer weighted average maturities generally have a higher potential for income, but they also are more sensitive to interest rate changes. Both funds' share values will decline when interest rates rise, but the share value of the fund with the longer weighted average portfolio maturity generally will decline further. IF SHAREHOLDERS SEND THEIR PROXIES IN NOW AS REQUESTED, CAN THEY CHANGE THEIR VOTE LATER? Yes! A proxy can be revoked at any time using any of the voting procedures described on your proxy vote card or by attending the meeting and voting in person. EVEN IF YOU PLAN TO ATTEND THE MEETING TO VOTE IN PERSON, WE ASK THAT YOU RETURN THE ENCLOSED PROXY VOTE CARD. DOING SO WILL HELP US ACHIEVE A QUORUM FOR THE MEETING. HOW DO SHAREHOLDERS VOTE THEIR SHARES? We've made it easy for you. You can vote online, by phone, by mail or by fax. To vote online, access the Web site listed on your proxy card (you will need the control number that appears on the right-hand side of your proxy card). To vote by telephone, call the toll-free number listed on your proxy card (you will need the control number that appears on the right-hand side of your proxy card). To vote by mail, complete, sign and send us the enclosed proxy voting card in the enclosed postage-paid envelope. To vote by fax, send your fax to the toll-free number listed on your proxy card. Proxy/Prospectus Statement 3 Your shares will be voted EXACTLY as you tell us. If you simply sign the enclosed proxy card and return it, we will follow the recommendation of your Board of Trustees and vote it "FOR" the reorganization. You also may vote in person at the meeting on Friday, November 16, 2001. WHEN AND HOW WILL THE REORGANIZATION TAKE PLACE? Subject to receiving shareholder approval, the reorganization is scheduled to take place on December 3, 2001. After the funds have calculated the value of their assets and liabilities on November 30, 2001, Long-Term Tax-Free will transfer its assets and liabilities to Tax-Free Bond in exchange for the appropriate number of Tax-Free Bond shares. Long-Term Tax-Free will then make a liquidating distribution of those Tax-Free Bond shares pro rata to its shareholders according to the value of their accounts immediately prior to the transfer of assets. THE VALUE OF YOUR ACCOUNT WILL NOT CHANGE AS A RESULT OF THIS REORGANIZATION. WILL THE REORGANIZATION AFFECT THE MANAGEMENT TEAM OF LONG-TERM TAX-FREE? No. American Century Investment Management, Inc. will continue to manage the assets of Tax-Free Bond after the reorganization, and the portfolio management team of Long-Term Tax-Free also serves as the portfolio management team of Tax-Free Bond. HOW WILL DISTRIBUTION, PURCHASE AND REDEMPTION PROCEDURES AND EXCHANGE RIGHTS CHANGE AS A RESULT OF THE REORGANIZATION? They won't. Tax-Free Bond has the same distribution, purchase and exchange policies and procedures as Long-Term Tax-Free. WHERE CAN SHAREHOLDERS GET MORE INFORMATION ABOUT THE FUNDS? A copy of Tax-Free Bond's Prospectus accompanies this proxy statement. In addition, the Manager's Discussion and Analysis of Fund Performance portion of Tax-Free Bond's most recent Annual Report to Shareholders is included in this document on page 17. If you would like a copy of Long-Term Tax-Free's prospectus or either fund's Statement of Additional Information or most recent annual or semiannual report, please call us at 1-800-331-8331. 4 American Century Investments NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AMERICAN CENTURY MUNICIPAL TRUST American Century Investments P. O. Box 419200 Kansas City, Missouri 64141-6200 1-800-331-8331 TO BE HELD ON FRIDAY, NOVEMBER 16, 2001 To American Century Long-Term Tax-Free Shareholders: NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders of the American Century Long-Term Tax-Free Fund, a portfolio of American Century Municipal Trust ("Long-Term Tax-Free"), will be held at American Century Tower I, 4500 Main Street, Kansas City, Missouri on Friday, November 16, 2001, at 10: 00 a.m. (Central time) for the following purposes: ITEM 1. To consider and act upon a proposal to approve an Agreement and Plan of Reorganization and the transactions contemplated thereby, including: (a) the transfer of substantially all of the assets and liabilities of Long-Term Tax-Free to the American Century Tax-Free Bond Fund, another investment portfolio of American Century Municipal Trust ("Tax-Free Bond"), in exchange for shares in Tax-Free Bond; and (b) the distribution of Tax-Free Bond shares to the shareholders of Long-Term Tax-Free according to their respective interests. ITEM 2. To transact such other business as may properly come before the Special Meeting or any adjournment(s) thereof. The proposed reorganization, the Agreement and Plan of Reorganization and related matters are described in the attached Combined Prospectus/Proxy Statement. Shareholders of record as of the close of business on August 10, 2001, are entitled to notice of, and to vote at, the Special Meeting or any adjournment(s) thereof. Please execute and return promptly in the enclosed envelope the accompanying proxy card, which is being solicited by the Board of Trustees of American Century Municipal Trust. Please return your proxy card even if you are planning to attend the meeting. This is important to ensure a quorum at the meeting. Proxies may be revoked at any time before they are exercised using any of the voting procedures described on your proxy vote card or by attending the meeting and voting in person. /s/David Tucker David C. Tucker Senior Vice President August 22, 2001 Proxy/Prospectus Statement 5 COMBINED PROSPECTUS/PROXY STATEMENT AMERICAN CENTURY MUNICIPAL TRUST August 22, 2001 This Combined Prospectus/Proxy Statement is furnished in connection with the solicitation of votes by the Board of Trustees of American Century Municipal Trust on behalf of its Long-Term Tax-Free Fund ("Long-Term Tax-Free"), in connection with a Special Meeting of Shareholders to be held on Friday, November 16, 2001, at 10:00 a.m. (Central time) at American Century Tower I, 4500 Main Street, Kansas City, Missouri. At the Special Meeting, shareholders of Long-Term Tax-Free are being asked to approve the combination of their fund with the American Century Tax-Free Bond Fund, another series of American Century Municipal Trust ("Tax-Free Bond"). The funds are similarly managed, diversified, open-end mutual funds that invest in a substantially similar mix of fixed-income securities. The purpose of the reorganization is to streamline American Century's fixed-income lineup and to achieve management and operational efficiencies. Combining these similar funds as described further in this Combined Prospectus/Proxy Statement will help achieve this objective. Each fund has shares registered with the Securities and Exchange Commission. This Combined Prospectus/Proxy Statement constitutes the proxy statement of your fund for the Special Meeting of Shareholders and a prospectus for the Tax-Free Bond shares that are to be issued to you in connection with the reorganization. It is intended to give you the information you need to consider and vote on the proposed reorganization. You should retain this document for future reference. A Statement of Additional Information about Tax-Free Bond, dated May 1, 2001, has been filed with the Commission and is incorporated into this document by reference. A copy of the Statement of Additional Information may be obtained without charge upon request by calling us at 1-800-331-8331 or writing to us at American Century Investments, 4500 Main Street, P. O. Box 419200, Kansas City, Missouri 64141-6200. The principal executive offices of Long-Term Tax-Free and Tax-Free Bond are located at American Century Investments, 4500 Main Street, P. O. Box 419200, Kansas City, Missouri 64141-6200. The funds' telephone number is 1-800-345-2021. The information contained in this Combined Prospectus/Proxy Statement is required by rules of the Securities and Exchange Commission, and some of it is highly technical. If you have any questions about these materials or how to vote your shares, please call us at 1-800-331-8331. For business, not-for-profit, and employer-sponsored retirement accounts, please call 1-800-345-3533, ext. 5004. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Combined Prospectus/Proxy Statement is accurate or complete. Any representation to the contrary is a criminal offense. No person has been authorized to give any information or to make any representations other than those contained in this Combined Prospectus/Proxy Statement and in the materials expressly incorporated herein by reference. If given or made, such other information or representations must not be relied upon as having been authorized by Long-Term Tax-Free, Tax-Free Bond or anyone affiliated with American Century Investments. PLEASE NOTE THAT THE SPECIAL MEETING OF SHAREHOLDERS WILL BE A BUSINESS MEETING ONLY AND IS NOT A SHAREHOLDER SEMINAR. 6 American Century Investments COMPARISON OF CERTAIN INFORMATION REGARDING THE FUNDS The following chart is provided to show a comparison of certain key attributes of Long-Term Tax-Free with Tax-Free Bond. For additional information about the funds, see the section titled "Information About the Funds" starting on page 12 LONG-TERM TAX-FREE TAX-FREE BOND ----------------------------------------------------------------------------------------------- Type of Fund General Municipal Intermediate Municipal Debt Fund Debt Fund Investment Objective Same as Tax-Free Bond The fund seeks safety of principal and high current income that is exempt from federal income tax. Investment Policies Same as Tax-Free Bond Buys quality debt securities with interest payments exempt from federal income tax. Also may invest up to 20% of assets in quality debt securities with interest payments exempt from regular federal income tax, but not exempt from the federal alternative minimum tax. Weighted Average 10 years or longer No Restriction Portfolio Maturity Credit Quality Same as Tax-Free Bond AAA - BBB Total Expense Ratio 0.51% 0.51% Distribution Policy Same as Tax-Free Bond Distributions from net income are declared daily and paid monthly. Capital gains distributions are paid once a year, usually in December. Purchases and Exchanges Same as Tax-Free Bond See pages 17-20 of accompanying Prospectus Redemption Policies Same as Tax-Free Bond See pages 17-20 of accompanying Prospectus Investment Advisor Same as Tax-Free Bond American Century Investment Management, Inc. ("ACIM") Transfer Agent Same as Tax-Free Bond American Century Services Corporation ("ACSC") Distributor Same as Tax-Free Bond American Century Investment Services, Inc. ("ACIS") Custodians Same as Tax-Free Bond J.P. Morgan Chase and Co. and Commerce Bank, N.A. Independent Auditors Same as Tax-Free Bond PricewaterhouseCoopers LLP PRIMARY FEDERAL INCOME TAX CONSEQUENCES The exchange of Long-Term Tax-Free shares for Tax-Free Bond shares in the reorganization will be tax-free to shareholders. We will obtain a tax opinion confirming that the reorganization will not be a taxable event for shareholders of either fund for federal income tax purposes. A shareholder's aggregate tax basis and holding period for Tax-Free Bond shares received in the reorganization will be identical to the aggregate tax basis and holding period for the Long-Term Tax-Free shares exchanged in the transaction. The tax consequences of the reorganization are described in more detail on page 11 of this Combined Prospectus/Proxy Statement. Proxy/Prospectus Statement 7 RISK FACTORS Interest rate changes affect the share value of both Long-Term Tax-Free and Tax-Free Bond. Generally, when interest rates rise, the funds' share values will decline. The opposite is true when interest rates decline. The degree to which interest rate changes affect a fund's performance varies and is related to the weighted average maturity of a particular fund. In general, 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. Because Tax-Free Bond generally maintains a shorter weighted average maturity than Long-Term Tax-Free, its share value is not generally as sensitive to interest rate fluctuation as is Long-Term Tax-Free. Your Board of Trustees does not believe that the reorganization exposes shareholders of Tax-Free Bond to any new or different risks than they are exposed to as shareholders of Long-Term Tax-Free. For a discussion of the various investment policies, approaches and procedures of Tax-Free Bond, and the risks associated therewith, please see the accompanying Prospectus beginning at page 8. TRANSACTION AND OPERATING EXPENSE INFORMATION The tables below compare various shareholder transaction and annual fund operating expenses of Long-Term Tax-Free as of its most recent fiscal year end (May 31, 2001) with Tax-Free Bond as of its most recent fiscal year end (May 31, 2001). After the reorganization, the expense levels of the surviving fund will be the same as those shown for Tax-Free Bond (Pro Forma). ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) Management Distribution and Other Total Annual Fund Fee(1) Service (12b-1) Fees Expenses(2) Operating Expenses --------------------------------------------------------------------------------------------------- Long-Term Tax-Free 0.50% None 0.00% 0.51% --------------------------------------------------------------------------------------------------- Tax-Free Bond 0.50% None 0.00% 0.51% --------------------------------------------------------------------------------------------------- Tax-Free Bond (Pro Forma) 0.50% None 0.00% 0.51% (1) Based on expenses incurred during the funds' most recent fiscal year. The funds have stepped fee schedules. As a result, the funds' management fee rate generally decreases as fund assets increase. (2) Other expenses, which include the fees and expenses of the funds' independent trustees, their legal counsel and interest, are expected to be less than 0.005% for the current fiscal year. EXAMPLES 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. 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: [left margin] [graphic of pointing finger] Use this example to compare the costs of investing in other funds. Of course, your actual costs may be higher or lower. 8 American Century Investments 1 year 3 years 5 years 10 years ---------------------------------------------------------------------------- Long-Term Tax-Free $52 $163 $285 $640 ---------------------------------------------------------------------------- Tax-Free Bond $52 $163 $285 $640 ---------------------------------------------------------------------------- Tax-Free Bond (Pro Forma) $52 $163 $285 $640 ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION SUMMARY OF PLAN OF REORGANIZATION Subject to receipt of shareholder approval, the reorganization will be carried out according to the terms of the Agreement and Plan of Reorganization between the funds. The following is a brief summary of some of the important terms of that Agreement. EFFECTIVE TIME OF THE REORGANIZATION. The Agreement requires that the exchange of assets for stock take place after the close of business on one business day but before (or as of) the opening of business on the next business day (the "Effective Time"). It is currently anticipated that the reorganization will take place after the close of business on November 30, 2001, but before (or as of) the opening of business on December 3, 2001. However, the Agreement gives the officers of the funds the flexibility to choose another date. EXCHANGE OF ASSETS. After the close of business on November 30, 2001, the funds will determine the value of their assets and liabilities in the same manner as described on page 21 in the enclosed Tax-Free Bond Prospectus. The assets and liabilities of Long-Term Tax-Free will then be transferred to Tax-Free Bond in exchange for that number of full and fractional shares (rounded to the third decimal place) that have the same aggregate net asset value as the value of the net assets received in the exchange. LIQUIDATING DISTRIBUTIONS AND TERMINATION OF LONG-TERM TAX-FREE. Immediately after the exchange of its assets for the Tax-Free Bond shares, Long-Term Tax-Free will distribute pro rata all of the shares received in the exchange to its shareholders of record at the Effective Time. All of the outstanding shares of Long-Term Tax-Free will be redeemed and canceled and its stock books closed. As a result, Long-Term Tax-Free shareholders will become shareholders of Tax-Free Bond. SHAREHOLDER APPROVAL. Consummation of the reorganization requires approval of Long-Term Tax-Free shareholders. REPRESENTATIONS AND WARRANTIES. The Agreement contains representations and warranties made by Long-Term Tax-Free to Tax-Free Bond concerning Long-Term Tax-Free's formation and existence under applicable state law, its power to consummate the reorganization, its qualification as a "regulated investment company" under applicable tax law, the registration of its shares under federal law and other matters that are customary in a reorganization of this type. The representations and warranties terminate at the Effective Time. CONDITIONS TO CLOSING. The Agreement contains conditions to closing the proposed reorganization that benefit each fund. The conditions include (i) that Long-Term Tax-Free shareholders approve the proposed reorganization, (ii) that all Proxy/Prospectus Statement 9 representations of the funds be true in all material respects, (iii) receipt of the tax opinion described on page 11 under the caption "Federal Income Tax Consequences," and (iv) such other matters as are customary in a reorganization of this type. TERMINATION OF AGREEMENT. The Agreement may be terminated by a fund as a result of the failure by the other fund to meet one of its conditions to closing, or by mutual consent. GOVERNING LAW. The Agreement states that it is to be interpreted under Massachusetts law, the state of organization of Tax-Free Bond and Long-Term Tax-Free. DESCRIPTION OF THE SECURITIES OF TAX-FREE BOND Tax-Free Bond is a series of shares offered by American Century Municipal Trust. Each series is commonly referred to as a mutual fund. The assets belonging to each series of shares are held separately by the custodian. American Century Municipal Trust is a Massachusetts business trust, which means its activities are overseen by a Board of Trustees rather than a Board of Directors. The function of the Board of Trustees is the same as the function of a Board of Directors. Like Long-Term Tax-Free, Tax-Free Bond currently offers one class of shares, the Investor Class, although it may offer additional classes in the future. The Investor Class of shares of Tax-Free Bond has no up-front charges, commissions or 12b-1 fees. Your Board of Trustees believes there are no material differences between the rights of a Long-Term Tax-Free shareholder and the rights of a Tax-Free Bond shareholder. Each share, irrespective of series or class of a series, is entitled to one vote for each dollar of net asset value applicable to such share on all questions, except for those matters that must be voted on separately by the series or class of a series affected. Matters affecting only one class of a series are voted upon only by that series or class. Shares have non-cumulative voting rights, which means that the holders of more than 50% of the votes cast in an election of trustees can elect all of the trustees if they choose to do so, and in such event the holders of the remaining votes will not be able to elect any person or persons to the Board of Trustees. Unless required by the Investment Company Act of 1940, it is not necessary for Tax-Free Bond to hold annual meetings of shareholders. As a result, shareholders may not vote each year on the election of trustees or the appointment of auditors. However, pursuant to each fund's bylaws, the holders of at least 10% of the votes entitled to be cast may request the fund to hold a special meeting of shareholders. REASONS SUPPORTING THE REORGANIZATION The Reorganization is part of a broader restructuring program proposed by American Century Investment Management, Inc. ("ACIM") to respond to changing industry conditions and investor needs and desires in the fixed-income area. The mutual fund industry has grown dramatically over the last ten years. During this period of rapid growth, investment managers have expanded the range of fixed-income fund offerings that they make available to investors in an effort to meet and anticipate the growing and changing needs and desires of an increasingly large and dynamic group 10 American Century Investments of investors. The family of funds advised by ACIM has followed this pattern. With this expansion, however, has come increased complexity and competition among fixed-income mutual funds, as well as increased confusion among investors. As a result, ACIM has sought ways to restructure and streamline the management and operations of the funds it advises. ACIM believes and has advised the Board of Trustees that the consolidation of certain ACIM-advised funds would benefit fund shareholders. ACIM has, therefore, proposed the consolidation of a number of ACIM-advised funds that ACIM believes have similar or compatible investment objectives and policies. In many cases, the proposed consolidations are designed to eliminate the substantial overlap in current offerings by the American Century family of funds. Consolidation plans are proposed for other American Century funds that have not gathered enough assets to operate efficiently and, therefore, face the risk of closure and resulting tax liability for many shareholders. ACIM believes that these consolidations may help to enhance investment performance and increase efficiency of operations. ACIM recommended to the Board of Trustees that, among other reasons, because the current market demand for tax-free bond funds is generally weak and Long-Term Tax-Free and Tax-Free Bond are managed very similarly, the funds should be combined to establish a larger fund that has substantially similar investment policies. As part of its analysis, the Board of Trustees recognized that a large fund may be able to realize certain potential cost savings that could benefit the shareholders of the funds if the Reorganization is completed. The Reorganization was also recommended to combine similar funds in an effort to eliminate duplication of expenses and internal competition. The Board of Trustees reviewed the expense ratios of both funds and the projected expenses of the combined fund; the comparative investment performance of the funds; the compatibility of the investment objectives, policies, restrictions and investments of the funds; the benefits that may result to ACIM and its affiliates if the Reorganization is consummated; and the tax consequences of the Reorganization. The Board of Trustees also noted that the same portfolio management team manages both funds. During the course of its deliberations, the Board of Trustees noted that the expenses of the Reorganization will be borne by ACIM. The Board of Trustees concluded that the Reorganization is in the best interests of the shareholders of Long-Term Tax-Free, and that no dilution of value would result to the shareholders of the funds from the Reorganization. The Board of Trustees, including those who are not "interested persons" (as defined in the 1940 Act), approved the Plan and recommended that shareholders of Long-Term Tax-Free vote to approve the Reorganization. FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PLAN. FEDERAL INCOME TAX CONSEQUENCES Consummation of the reorganization is subject to the condition that we receive a tax opinion to the effect that for federal income tax purposes (i) no gain or loss will be recognized by you, Long-Term Tax-Free or Tax-Free Bond, (ii) your basis in the Tax-Free Bond shares that you receive will be the same in the aggregate as your basis in the Long-Term Tax-Free shares held by you immediately prior to the reorganization, and (iii) your holding period for the Tax-Free Bond shares will include your holding period for your Long-Term Tax-Free shares. Proxy/Prospectus Statement 11 We have not sought a tax ruling from the Internal Revenue Service, but are relying upon the tax opinion referred to above. That opinion is not binding on the IRS and does not preclude it from taking a contrary position. The opinion does not cover state or local taxes and you should consult your own advisers concerning potential tax consequences. The Agreement and Plan of Reorganization provides that Long-Term Tax-Free will declare and pay dividends prior to the reorganization which, together with all previous dividends, is intended to have the effect of distributing to the Long-Term Tax-Free shareholders all undistributed ordinary income and net realized capital gains earned up to and including the Effective Time of the reorganization. The distributions are necessary to ensure that the reorganization will not create adverse tax consequences to Long-Term Tax-Free. The distributions to shareholders generally will be taxable to the extent ordinary income and capital gains distributions are taxable to such shareholders. CAPITALIZATION Long-Term Tax-Free Bond As of March 31,2001 Tax-Free Bond Tax-Free Pro Forma Combined -------------------------------------------------------------------------------------- Investor Class Net Assets $188,185,863 $113,162,247 $301,348,110 Shares Outstanding 17,914,310 10,981,107 28,696,711 Net Asset Value Per Share $10.50 $10.31 $10.50 INFORMATION ABOUT THE FUNDS Complete information about Tax-Free Bond and Long-Term Tax-Free is contained in their Prospectus. The Tax-Free Bond and Long-Term Tax-Free Prospectus dated October 1, 2000, is included with this Prospectus/Proxy Statement. The content of the Prospectus is incorporated into this document by reference. Below is a list of types of information about Tax-Free Bond and Long-Term Tax-Free and the pages in their Prospectus where the information can be found. INFORMATION ABOUT THE FOLLOWING ITEMS CAN BE FOUND ON THE FOLLOWING PAGES -------------------------------------------------------------------------------- Tax-Free Bond Long-Term Tax-Free Investor Class Investor Class -------------------------------------------------------------------------------- An Overview of the Funds 2 2 Fees and Expenses 6 6 Objectives, Strategies and Risks 8-9 8-9 Management 15-16 15-16 Investing with American Century 17-20 17-20 Share Price and Distributions 21 21 Taxes 22-23 22-23 Multiple Class Information N/A N/A Financial Highlights 24, 27 24, 28 12 American Century Investments FUNDAMENTAL INVESTMENT POLICIES Fundamental investment policies contained in the Statement of Additional Information dated October 1, 2000, and the investment objectives of Tax-Free Bond may not be changed without shareholder approval. The Board of Trustees may change any other policies and investment strategies. INFORMATION RELATING TO VOTING MATTERS GENERAL INFORMATION This Combined Prospectus/Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees of Long-Term Tax-Free. Proxies may be solicited by officers and employees of the investment advisor of the funds, their affiliates and employees. American Century Investment Management, Inc., has hired Alamo Direct to act as proxy solicitor for the reorganization. It is anticipated that the solicitation of proxies will be primarily by mail, telephone, facsimile or other electronic means, or personal interview. Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity and to confirm that the shareholder has received the Combined Prospectus/Proxy Statement and proxy card. If you have any questions regarding voting your shares or the proxy, please call us at 1-800-331-8331. For business, not-for-profit, and employer-sponsored retirement accounts, please call 1-800-345-3533, ext. 5004. VOTING AND REVOCATION OF PROXIES The fastest and most convenient way to vote your shares is to complete, sign and mail the enclosed proxy voting card to us in the enclosed envelope. If you have access to the Internet, you can vote online, by accessing the website listed on the proxy card (you will need the control number that appears on the right-hand side of your proxy card). You also may vote by telephone by calling the toll-free number listed on your proxy card. In addition, you may vote by faxing both sides of the completed proxy card to the toll-free number listed on the proxy card. Your prompt response will help us obtain a quorum for the meeting and avoid the cost of additional proxy solicitation efforts. If you return your proxy to us, we will vote it EXACTLY as you tell us. If you simply sign the card and return it, we will follow the recommendation of the Board of Trustees and vote "FOR" the reorganization. Any shareholder giving a proxy may revoke it at any time before it is exercised using any of the voting procedures described on the proxy vote card or by attending the meeting and voting in person. Proxy/Prospectus Statement 13 RECORD DATE Only Long-Term Tax-Free shareholders of record at the close of business on August 10, 2001, will be entitled to vote at the meeting. The number of outstanding votes entitled to vote at the meeting or any adjournment of the meeting as of the close of business on July 13, 2001 is: Long-Term Tax-Free 112,910,706 Because the record date is August 10, 2001, the total number of votes at the meeting may be different. QUORUM A quorum is the number of shareholders legally required to be at a meeting in order to conduct business. The quorum for the Special Shareholders Meeting is 40% of the outstanding shares of Long-Term Tax-Free entitled to vote at the meeting. Shares may be represented in person or by proxy. Proxies properly executed and marked with a negative vote or an abstention will be considered to be present at the meeting for purposes of determining the existence of a quorum for the transaction of business. If a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votes are not received to approve the Agreement and Plan of Reorganization, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the meeting in person or by proxy. If a quorum is not present, the persons named as proxies will vote those proxies for which they are required to vote FOR the Agreement and Plan of Reorganization in favor of such adjournments, and will vote those proxies for which they are required to vote AGAINST such proposals against any such adjournments. SHAREHOLDER VOTE REQUIRED The Agreement and Plan of Reorganization must be approved by the holders of a majority of the outstanding votes of Long-Term Tax-Free present at the Special Meeting in person or by proxy in accordance with the provisions of its Agreement and Declaration of Trust and the requirements of the Investment Company Act of 1940. The term "majority of the outstanding shares" means more than 50% of the fund's outstanding shares present at the Special Meeting in person or by proxy. In tallying shareholder votes, abstentions and broker non-votes (i.e., proxies sent in by brokers and other nominees that cannot be voted on a proposal because instructions have not been received from the beneficial owners) will be counted for purposes of determining whether or not a quorum is present for purposes of convening the meeting. Abstentions and broker non-votes will, however, be considered to be a vote against the Agreement and Plan of Reorganization. Approval of the reorganization by shareholders of Tax-Free Bond is not being solicited because their approval is not legally required. 14 American Century Investments COST OF PROXY SOLICITATION The cost of the proxy solicitation and Special Meeting will be borne by American Century Investment Management, Inc. and NOT by the shareholders of the funds. CERTAIN SHAREHOLDERS The following table lists, as of July 13, 2001, the names, addresses and percentage of ownership of each person who owned of record or is known by either fund to own beneficially 5% or more of any class of Long-Term Tax-Free or Tax-Free Bond. The percentage of shares to be owned after consummation of the reorganization is based upon their holdings and the outstanding shares of both funds as of July 13, 2001. Beneficial ownership information is not required to be disclosed to the funds, so to the extent that information is provided below, it is done so using the best information that the funds have been provided. Number of Percent of Percent Owned After Shareholder Name and Address Shares Owned Ownership Reorganization ---------------------------------------------------------------------------------------- Long-Term Tax-Free Charles Schwab & Co. 588,381 5% 2% San Francisco, California ---------------------------------------------------------------------------------------- Tax-Free Bond Charles Schwab & Co. 2,643,717 15% 9% San Francisco, California American Century Investment 2,005,013 11% 7% Management Inc. Kansas City, Missouri National Financial Services Corp. 1,259,347 7% 4% New York, New York As of July 13, 2001, the directors and officers of the issuer of Long-Term Tax-Free, as a group, owned less than 1% of the outstanding shares of Long-Term Tax-Free. As of July 13, 2001, the trustees and officers of the issuer of Tax-Free Bond, as a group, owned less than 1% of the outstanding shares of Tax-Free Bond. APPRAISAL RIGHTS Shareholders of Long-Term Tax-Free are not entitled to any rights of share appraisal under its Agreement and Declaration of Trust, or under the laws of the State of Massachusetts. Shareholders have, however, the right to redeem their Long-Term Tax-Free shares until the reorganization. Thereafter, shareholders may redeem the Tax-Free Bond shares they received in the reorganization at Tax-Free Bond's net asset value as determined in accordance with its then-current prospectus. ANNUAL MEETINGS Tax-Free Bond does not intend to hold annual meetings of shareholders. Shareholders of Tax-Free Bond have the right to call a special meeting of shareholders and such meeting will be called when requested in writing by the shareholders of record of 10% or more of the fund's votes. To the extent required by law, American Century Municipal Trust will assist in shareholder communications on such matters. Proxy/Prospectus Statement 15 Long-Term Tax-Free does not intend to hold an annual meeting of shareholders this year for the election of trustees or the ratification of the appointment of auditors. ADDITIONAL INFORMATION Information about Long-Term Tax-Free and Tax-Free Bond is incorporated into this document by reference from their Prospectus dated October 1, 2000 and Statement of Additional Information dated May 1, 2001. A copy of the Prospectus accompanies this document, and a copy of the funds' Statement of Additional Information, or their most recent annual or semiannual reports may be obtained without charge by calling us at 1-800-331-8331. Reports and other information filed by Long-Term Tax-Free and Tax-Free Bond may be inspected and copied at the Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such materials may be obtained by mail from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates. This information may also be obtained from the EDGAR database at www.sec.gov, or by email request at publicinfo@sec.gov. LITIGATION Neither Long-Term Tax-Free nor Tax-Free Bond is involved in any litigation or proceeding. OTHER BUSINESS The Board of Trustees is not aware of any other business to be brought before the meeting. However, if any other matters come before the meeting, it is the intention that proxies that do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy. SHAREHOLDER INQUIRIES Shareholder inquiries may be addressed to us at the address or telephone number set forth on the cover page of this Combined Prospectus/Proxy Statement. SHAREHOLDERS ARE REQUESTED TO DATE AND SIGN EACH ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. PLEASE RETURN YOUR PROXY CARD EVEN IF YOU ARE PLANNING TO ATTEND THE MEETING. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 16 American Century Investments MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - TAX-FREE BOND The following are excerpts of management's discussion of fund performance from the Annual Report of Intermediate-Term Tax-Free dated May 31, 2000. Effective August 8, 2001, the name of Intermediate-Term Tax-Free was changed to Tax-Free Bond. Accordingly, all references to the Intermediate-Term Tax-Free fund in the following excerpts have been changed to Tax-Free Bond. For a complete copy of the report, please call us at 1-800-331-8331. REPORT HIGHLIGHTS TAX-FREE BOND Total Returns: AS OF 5/31/00 6 Months 4.46%(1) 1 Year 10.77% 30-Day SEC Yield: 3.86% Inception Date: 3/2/87 Net Assets: $188 million Ticker Symbol: TWTIX (1) Not annualized. Proxy/Prospectus Statement 17 OUR MESSAGE TO YOU The American Century Tax-Free Bond fund generated exceptionally strong returns for the year ended May 31, 2001. Demand for bonds surged because of economic weakness, falling interest rates, and plummeting stock prices. The fund's investment team reviews the economic and market climate, as well as portfolio strategy and performance below. We're pleased to announce some important changes in the investment team's executive leadership. Effective July 1, 2001, Robert Puff, Jr., president and chief investment officer (CIO) of American Century Investment Management, Inc. (ACIM -- American Century's investment management subsidiary), became the subsidiary's chairman. The chairmanship is a newly-created position that allows us to continue to benefit from Bob's 30 years of investment experience while removing the responsibility for the day-to-day management of ACIM. Bob can focus more on business strategy and professional development of investment managers, serving as a mentor and resource for the various investment management teams. Randall Merk, formerly a senior vice president and CIO for American Century's fixed-income discipline, succeeded Bob as ACIM president and CIO. As our top investment management executive, Randy is responsible for all of American Century's investment management functions, including portfolio management, research, and trading. David MacEwen, a senior vice president who oversaw all of American Century's municipal and money market portfolios and municipal credit research, assumed Randy's role as CIO for fixed income. Dave is responsible for portfolio management and research for all the company's bond and money market products. And Steven Permut, a vice president and senior portfolio and credit research manager, was promoted to succeed Dave as leader of American Century's municipal fund and credit research teams. Our heartiest congratulations to these investment team leaders and colleagues. We strongly believe they will continue to serve you and American Century well. As always, we appreciate your continued confidence in American Century. Sincerely, /s/James E. Stowers, Jr. /s/James E. Stowers III James E. Stowers, Jr. James E. Stowers III Chairman of the Board and Founder Co-Chairman of the Board 18 American Century Investments PERFORMANCE & PORTFOLIO INFORMATION TOTAL RETURNS AS OF MAY 31, 2001 LEHMAN 5-YEAR INTERMEDIATE-TERM MUNICIPAL INTERMEDIATE MUNICIPAL DEBT FUNDS(2) TAX-FREE GO INDEX AVERAGE RETURN FUND'S RANKING ================================================================================ 6 MONTHS(1) 4.46% 4.92% 4.31% -- 1 YEAR 10.77% 10.17% 9.97% 23 OUT OF 117 ================================================================================ AVERAGE ANNUAL RETURNS 3 YEARS 5.01% 5.17% 4.15% 11 OUT OF 111 5 YEARS 5.78% 5.71% 5.27% 13 OUT OF 98 10 YEARS 5.96% 6.13% 5.97% 12 OUT OF 24 The fund's inception date was 3/2/87. (1) Returns for periods less than one year are not annualized. (2) According to Lipper Inc., an independent mutual fund ranking service. See pages 43-44 for information about returns, the comparative index, and Lipper fund rankings. [mountain graph - data below] GROWTH OF $10,000 OVER 10 YEARS Value on 5/31/01 Lehman 5-Year Municipal GO Index $18,136 Intermediate-Term Tax-Free $17,834 Intermediate-Term Lehman 5-Year Tax-Free Municipal GO Index DATE VALUE VALUE 5/31/1991 $10,000 $10,000 5/31/1992 $10,825 $10,884 5/31/1993 $11,764 $11,906 5/31/1994 $12,083 $12,275 5/31/1995 $12,934 $13,121 5/31/1996 $13,467 $13,743 5/31/1997 $14,314 $14,578 5/31/1998 $15,402 $15,592 5/31/1999 $16,029 $16,356 5/31/2000 $16,099 $16,462 5/31/2001 $17,834 $18,136 $10,000 investment made 5/31/91 The graph at left shows the growth of a $10,000 investment in the fund over 10 years, while the graph below shows the fund's year-by-year performance. The Lehman 5-Year Municipal GO Index is provided for comparison in each graph. Intermediate-Term Tax-Free's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. Past performance does not guarantee future results. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. [bar graph - data below] ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDED MAY 31) Intermediate-Term Lehman 5-Year Tax-Free Municipal GO Index DATE RETURN RETURN 5/31/1992 8.25% 8.84% 5/31/1993 8.67% 9.39% 5/31/1994 2.72% 3.10% 5/31/1995 7.04% 6.89% 5/31/1996 4.12% 4.74% 5/31/1997 6.29% 6.08% 5/31/1998 7.60% 6.95% 5/31/1999 4.07% 4.90% 5/31/2000 0.44% 0.65% 5/31/2001 10.77% 10.17% Proxy/Prospectus Statement 19 YIELDS AS OF MAY 31, 2001 PORTFOLIO AT A GLANCE 30-Day SEC Yield 3.86% 5/31/01 5/31/00 30-Day Tax-Equivalent Yields: Number of Securities 131 99 28.0% Tax Bracket 6.99% Weighted Average 31.0% Tax Bracket 5.59% Maturity 8.5 yrs 9.9 yrs 36.0% Tax Bracket 6.03% Expense Ratio (for 39.6% Tax Bracket 6.39% Investor Class) 0.51% 0.51% MANAGEMENT Q&A An interview with Ken Salinger, a portfolio manager on the Tax-Free Bond investment team. HOW DID TAX-FREE BOND PERFORM DURING THE YEAR ENDED MAY 31, 2001? The fund provided investors a very attractive return that outpaced the Lipper average. Tax-Free Bond returned 10.77%, not far from double its 5.96% average annual return of the last 10 years. The 117 "Other States Intermediate Municipal Debt Funds" tracked by Lipper Inc. returned 9.97% on average. Tax-Free Bond's three- and five-year returns were even more impressive compared with its peers. WHAT FUELED THE FUND'S VERY SOLID RETURN? As with many short- and intermediate-term bond funds, Tax-Free Bond benefited from the Federal Reserve's (the Fed's) aggressive interest rate cuts. But we also made a number of good decisions that boosted the fund's performance above and beyond that of the Lipper peer average. For example, we continued to shift the portfolio's exposure to various states when attractive opportunities presented themselves. CAN YOU TALK ABOUT SOME OF YOUR STATE SHIFTS? Sure. Take a look at the Top Five States table and you'll notice that the percentage of the portfolio in Arizona municipals rose during the last six months. The story there provides a good example of the value plays that we employ to try and boost returns. For most of 2000, Arizona experienced fairly low new municipal bond issuance. But several large bond deals came to market earlier this year, pressuring prices lower and yields higher. We took advantage of that supply influx to add some of the state's bonds at what we considered very attractive prices. That play made sense to us because the outlook for Arizona municipal bond supply lightens considerably. As new supply dries up, we expect the bonds we added to appreciate and boost fund returns. We also selectively added some California municipal bonds. That's why California municipals represented the portfolio's highest state exposure at the end of May. GIVEN CALIFORNIA'S ONGOING ELECTRIC UTILITIES CRISIS, ISN'T THAT INCREASED EXPOSURE A BIG RISK? Not at all. California definitely faces some challenges concerning electric power for its residents. And while those challenges aren't likely to be resolved in the immediate future, we believe we have several important factors working to limit that risk for shareholders. 20 American Century Investments The first is our seasoned credit research team, which identified California's potential power crisis well in advance of the actual event. Thanks to the team, we held no direct exposure to the California utilities that experienced financial difficulties. The team also helped us limit the portfolio's indirect exposure to the situation. Second, many of the bonds that we picked up are backed by strong California school districts. In other words, the issuers have solid credit stories that met our credit research team's strict criteria. The third helpful factor is bond insurance, which most of the California bonds in the portfolio have--they're largely rated AAA and backed by bond insurance companies. Adding those top-quality California bonds also fit in well with our strategy to increase the portfolio's AAA holdings. With the economy slowing, we felt adding high-credit bonds made sense. Simply put, issuers of AAA bonds are less likely to experience significant financial difficulties during challenging economic times than are issuers of lower-rated bonds. SHIFTING GEARS, WHAT'S YOUR OUTLOOK FOR THE ECONOMY AND INTEREST RATES? The Fed's aggressive short-term interest rate cuts this year should set the stage for an economic turnaround at some point. But such actions take time to work through the system. So for the near-term, we're likely to see continued economic weakness, further corporate profit warnings, and possibly even additional layoffs. Given those conditions, we wouldn't be surprised if the Fed reduces rates one or two more times. But we think that the magnitude of any additional cuts will be far less aggressive than the ones we've seen so far this year. WITH THOSE THOUGHTS IN MIND, WHAT ARE YOUR PLANS FOR THE PORTFOLIO? We feel that the portfolio is fairly well positioned for the current environment, but we will continue to monitor a few key developments to see whether modifications are needed. In particular, we may adjust the portfolio's bond maturity structure (its ratio of short- to intermediate- to long-term securities) by increasing intermediate-term bond holdings at some point and decreasing holdings of other maturities. ARE THERE ANY OTHER NOTABLE CHANGES YOU'RE PLANNING FOR THE FUND? Yes. Effective August 8, 2001, we will remove all restrictions on the fund's weighted average maturity. That is, the fund will be able to invest in municipal securities across all maturities. Reflecting that average maturity change, the fund will be renamed "American Century Tax-Free Bond." HOW WILL THIS AFFECT YOUR INVESTMENT STRATEGY? We will still use the same disciplined investment approach, but we will have more flexibility to look for the best relative values, yields, and appreciation potential throughout the municipal market. Overall, though, investors aren't likely to notice big differences in fund strategy or performance. That's because optimal municipal yields and returns relative to risk (price volatility) still tend to be found in the intermediate-term maturity area. Proxy/Prospectus Statement 21 WHAT'S THE MAIN REASON FOR THE CHANGES? We want to help make choosing a municipal bond fund easier for investors. People who know that they want a tax-advantaged bond investment but aren't sure what maturity to choose will be able to invest in a "core" municipal fund where we make the maturity decisions for them. (1) All fund returns and yields referenced in this interview are for Investor Class shares. TYPES OF INVESTMENTS IN THE PORTFOLIO BY STATE (TOP FIVE STATES) (as of 5/31/01) California 11.9% Arizona 10.5% Indiana 8.0% Texas 7.3% Washington 5.7% TYPES OF INVESTMENTS IN THE PORTFOLIO BY STATE (TOP FIVE STATES) (as of 5/31/00) Texas 12.2% Washington 8.5% New York 7.6% Utah 6.1% Colorado 5.7% 22 American Century Investments Notes Proxy/Prospectus Statement 23 SH-BKT-26480 0108






PART B AMERICAN CENTURY MUNICIPAL TRUST American Century Investments 4500 Main Street P.O. Box 419200 Kansas City, Missouri 64141-6200 1-800-331-8331 Statement of Additional Information 2001 Special Meeting of Shareholders of American Century Municipal Trust This Statement of Additional Information is not a prospectus but should be read in conjunction with the Combined Proxy Statement/Prospectus dated August 22, 2001 for the Special Meeting of Shareholders to be held on November 16, 2001. Copies of the Combined Proxy Statement/Prospectus may be obtained at no charge by calling 1-800-331-8331. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Combined Proxy Statement/Prospectus. Further information about Tax-Free Bond is contained in and incorporated herein by reference to its Statement of Additional Information dated May 1, 2001. The audited financial statements and related independent accountant's report for Tax-Free Bond contained in the Annual Report dated May 31, 2001 are incorporated herein by reference. No other parts of the Annual Report are incorporated by reference herein. Further information about Long-Term Tax-Free is contained in and incorporated herein by reference to its Statement of Additional Information dated May 1, 2001. The audited financial statements and related independent accountant's report for Long-Term Tax-Free contained in its Annual Report dated May 31, 2001 are incorporated herein by reference. No other parts of the Annual Report are incorporated by reference herein. The date of this Statement of Additional Information is August 22, 2001. TABLE OF CONTENTS General Information Pro Forma Financial Statements GENERAL INFORMATION The shareholders of Long-Term Tax-Free are being asked to approve or disapprove an Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as of August 8, 2001 for American Century Municipal Trust and the transactions contemplated thereby. The Reorganization Agreement contemplates the transfer of substantially all of the assets and liabilities of Long-Term Tax-Free to Tax-Free Bond in exchange for full and fractional shares representing interests in Tax-Free Bond. The shares issued by Tax-Free Bond will have an aggregate net asset value equal to the aggregate net asset value of the shares of Long-Term Tax-Free that are outstanding immediately before the effective time of the Reorganization. Following the exchange, Long-Term Tax-Free will make a liquidating distribution to its shareholders of the Tax-Free Bond shares received in the exchange. Each shareholder owning shares of Long-Term Tax-Free at the effective time of the reorganization will receive shares of Tax-Free Bond of equal value, plus the right to receive any unpaid dividends that were declared before the effective time of the Reorganization on the Long-Term Tax-Free shares exchanged. The Special Meeting of Shareholders to consider the Reorganization Agreement and the related transactions will be held at 10:00 a.m. Central time on November 16, 2001 at American Century Tower I, 4500 Main Street, Kansas City, Missouri. For further information about the transaction, see the Combined Proxy Statement/Prospectus. Pro Forma Combining American Century Long-Term Tax-Free Fund and American Century Tax-Free Bond Fund Intermediate-Term Tax Free ("Fund 1") / Long-Term Tax-Free ("Fund 2") Proforma Combined Schedule of Investments May 31, 2001 (Unaudited) Proforma Proforma Fund 1 Fund 2 Combined Fund 1 Fund 2 Combined Principal Principal Principal Market Market Market Amount Amount Amount Security Description Value Value Value ------------ ------------- ------------ -------------------- ------------ ------------ ------------ MUNICIPAL SECURITIES (100.0%) ALABAMA (1.3%) $1,000,000 $1,000,000 Alabama Board of $1,096,940 $1,096,940 Education Rev., (Shelton State Community College), 6.000%, 10/1/09 (MBIA) 865,000 865,000 Alabama Water Pollution 909,919 909,919 Control Auth. Rev., 5.750%, 8/15/18 (AMBAC) 1,000,000 1,000,000 East Central Industrial 1,027,510 1,027,510 Development Auth. Rev., 5.250%, 9/1/13 (AMBAC) 1,165,000 1,165,000 Lauderdale County and 1,184,397 1,184,397 Florence Healthcare Auth. Rev. GO, Series 1999 A, (Coffee Health Group), 4.500%, 7/1/02 (MBIA) 3,308,847 909,919 4,218,766 ------------ ------------ ------------ ALASKA (0.9%) 1,670,000 1,670,000 Alaska Energy Auth. Power 1,764,505 1,764,505 Rev., Series 2000-4, (Bradley Lake), 5.500%, 7/1/04 (FSA) 1,130,000 1,130,000 Alaska Industrial 1,169,887 1,169,887 Development & Export Auth. Power Rev., Series 1998-1, (Snettisham), 5.250%, 1/1/04 (AMBAC)(1) ------------ ------------ 2,934,392 2,934,392 ------------ ------------ ARIZONA (7.7%) 1,000,000 1,000,000 Arizona School Facilities 1,037,170 1,037,170 Board GO, (State School Improvement), 5.500%, 7/1/18(2) 2,925,000 2,925,000 Chandler Water & Sewer 3,015,353 3,015,353 Rev., 4.500%, 7/1/06 (FSA)(2) 1,640,000 1,640,000 Glendale Water & Sewer 1,692,939 1,692,939 Rev., 4.800%, 7/1/03 (FGIC) 2,000,000 2,000,000 4,000,000 Maricopa County 2,042,480 2,042,480 4,084,960 Community College District GO, Series 1997 B, 5.000%, 7/1/12 4,700,000 4,700,000 Maricopa County 4,762,462 4,762,462 Community College District GO, Series 2001 D, (Project of 1994), 4.000%, 7/1/02 1,000,000 1,000,000 Maricopa County 1,073,930 1,073,930 Elementary School District No. 68 Alhambra GO, 5.500%, 7/1/14 (FSA) 300,000 300,000 Maricopa County Pollution 300,000 300,000 Control Corp. Rev., Series 1994 D, (Arizona Public Service Co.), VRDN, 3.000%, 6/1/01 (LOC: Bank of America N.A.) 1,000,000 1,000,000 Mohave County 1,074,110 1,074,110 Community College District, (State Board of Directors), 6.000%, 3/1/20 (MBIA) 1,730,000 1,730,000 Phoenix Industrial 1,842,848 1,842,848 Development Auth. Single Family Mortgage Rev., Series 1998 A, 6.600%, 11/6/03 (GNMA/FNMA/FHLMC) 2,000,000 2,000,000 Pima County Unified 2,083,860 2,083,860 School District No. 1 GO, Series 1993 E, (Tucson), 5.250%, 7/1/08 (FGIC) 1,925,000 1,925,000 Pinal County Unified 1,942,806 1,942,806 School District No. 43 Apache Junction GO, 4.500%, 7/1/10 (FGIC) 2,050,000 2,050,000 Pinal County Unified 2,242,106 2,242,106 School District No. 43 Apache Junction GO, 5.750%, 7/1/15 (FGIC) ------------ ------------ ------------ 21,735,954 3,416,590 25,152,544 ------------ ------------ ------------ CALIFORNIA (10.4%) 475,000 475,000 California Housing Finance 477,489 477,489 Agency Home Mortgage Rev., Series 1996 A, 5.600%, 8/1/09 (MBIA) 250,000 250,000 California Infrastructure & 250,000 250,000 Economic Development Bank Industrial Development Rev., Series 1999 A, VRDN, 3.000%, 6/7/01 (LOC: Comerica Bank-CA) 2,900,000 2,900,000 California Maritime 2,935,292 2,935,292 Infrastructure Auth. Airport Rev., (San Diego Uni Port District), 5.250%, 11/1/15 (AMBAC) 1,100,000 1,100,000 California Public Works 1,180,630 1,180,630 Board Lease Rev. COP, Series 1994 A, (Various University of California Projects), 6.150%, 11/1/04, Prerefunded at 102% of Par(1) 1,000,000 1,000,000 California Public Works 1,075,540 1,075,540 Board Lease Rev., Series 1994 A, (Various California State University Projects), 6.200%, 10/1/08 3,000,000 3,000,000 California State GO, 3,320,309 3,320,309 5.750%, 12/1/11 (MBIA-IBC) 1,280,000 1,280,000 East Bay-Delta Housing & 1,293,466 1,293,466 Finance Agency Lease Rev., Series 2000 A, (Lease Purchase Project), 4.750%, 6/1/05 (MBIA) 1,985,000 1,985,000 Gilroy Unified School 2,031,370 2,031,370 District COP, (Measure J Capital Projects), 4.250%, 9/1/06 (MBIA)(2) 2,000,000 2,000,000 Gilroy Unified School 2,041,120 2,041,120 District COP, (Measure J Capital Projects), 4.500%, 9/1/09 (MBIA)(2) 1,015,000 1,015,000 Kern Community College 297,415 297,415 School Facilities Improvement District GO, (Mammoth Campus), 5.650%, 8/1/23 (AMBAC)(3) 1,605,000 1,605,000 Long Beach Bond Finance 1,570,509 1,570,509 Auth. Lease Rev., (Plaza Parking Facility), 5.250%, 11/1/21(2) 1,950,000 1,950,000 Los Altos School District 1,992,764 1,992,764 GO, Series 2001 B, 5.000%, 8/1/14(2) 2,000,000 2,000,000 Los Altos School District 2,011,740 2,011,740 GO, Series 2001 B, 5.000%, 8/1/16(2) 1,500,000 1,500,000 Los Angeles Community 1,624,350 1,624,350 Redevelopment Agency Tax Allocation, Series 1993 H, (Bunker Hill), 6.500%, 12/1/14 (FSA) 1,850,000 1,850,000 Northern California Power 1,944,591 1,944,591 Agency Public Power Rev., Series 1992 A, (Hydroelectric Project No.1), 6.250%, 7/1/12 (MBIA) 1,550,000 1,550,000 Placer Union High School 618,388 618,388 District GO, Series 2000 A, (Capital Appreciation), 6.280%, 8/1/18 (FGIC)(3) 1,000,000 1,000,000 Port of Oakland Rev., 1,066,300 1,066,300 Series 2000 K, 5.250%, 11/1/07 (FGIC) 1,200,000 1,200,000 Rocklin Unified School 351,528 351,528 District Community Facilities, (Capital Appreciation #1), 6.090%, 9/1/23 (AMBAC)(3) 825,000 825,000 Rocklin Unified School 227,667 227,667 District Community Facilities, (Capital Appreciation #1), 6.100%, 9/1/24 (AMBAC)(3) 1,960,000 1,960,000 San Francisco City & 2,038,929 2,038,929 County Airports Commission Rev., Issue 18A, 5.250%, 5/1/12 (MBIA) 2,145,000 2,145,000 San Francisco Uptown 2,226,489 2,226,489 Parking Corporation Rev., (Union Square), 5.500%, 7/1/15 (MBIA) 1,000,000 1,000,000 San Francisco Uptown 1,055,880 1,055,880 Parking Corporation Rev., (Union Square), 6.000%, 7/1/20 (MBIA) 2,000,000 2,000,000 San Francisco Uptown 2,081,039 2,081,039 Parking Corporation Rev., (Union Square), 6.000%, 7/1/31 (MBIA) ------------ ------------ ------------ 23,405,036 10,307,769 33,712,805 ------------ ------------ ------------ COLORADO (3.8%) 500,000 500,000 Colorado Water Resources 553,010 553,010 & Power Development Auth. Clean Water Rev., Series 2000 A, 6.250%, 9/1/16 1,615,000 1,615,000 Denver City & County 1,652,694 1,652,694 Excise Rev., Series 2001 A, (Convention Center), 4.250%, 9/1/03 (FSA) 1,000,000 1,000,000 Denver Sales Tax Rev., 1,011,020 1,011,020 Series 1991 A, (Major League Baseball Stadium District), 6.100%, 10/1/01 (FGIC) 4,000,000 4,000,000 Superior Metropolitan 4,177,080 4,177,080 District No. 1 Water & Sewer Rev., Series 2000 B, 5.450%, 12/1/20 (LOC: Allied Irish Bank PLC) 3,000,000 2,000,000 5,000,000 University of Colorado 2,985,660 1,990,440 4,976,100 Parking Rev., 6.000%, 12/1/22 ------------ ------------ ------------ 10,379,464 1,990,440 12,369,904 ------------ ------------ ------------ CONNECTICUT (0.6%) 1,880,000 1,880,000 Connecticut Development 2,022,504 2,022,504 Auth. Rev., Series 1994 A, 6.375%, 10/15/24 ------------ ------------ DELAWARE (0.3%) 1,000,000 1,000,000 Delaware Economic 1,000,000 1,000,000 Development Auth. Industrial Rev., Series 1997 C, (Delaware Clean Power), VRDN, 3.150%, 6/6/01 ------------ ------------ DISTRICT OF COLUMBIA (1.1%) 1,000,000 1,000,000 District of Columbia 1,026,770 1,026,770 Hospital Rev., Series 1993 A, (Medlantic Health Care Group), 5.250%, 8/15/02 (MBIA)(1) 1,155,000 1,155,000 District of Columbia Rev., 1,195,748 1,195,748 (Gonzaga College High School), 5.200%, 7/1/12 (FSA) 1,275,000 1,275,000 Metropolitan Washington 1,345,572 1,345,572 D.C. Airports Auth. Rev., Series 1992 A, 6.300%, 10/1/03 (MBIA) ------------ ------------ 3,568,090 3,568,090 ------------ ------------ FLORIDA (4.1%) 2,000,000 2,000,000 Florida Board of Education 1,756,160 1,756,160 Capital Outlay GO, Series 1998 D, 4.500%, 6/1/24 1,000,000 1,000,000 Florida Governmental 930,210 930,210 Utility Auth. Rev., (Sarasota Utility System), 4.750%, 10/1/21 (AMBAC) 1,000,000 1,000,000 Florida Turnpike Auth. 1,005,640 1,005,640 Rev., Series 1993 A, (Department of Transportation), 5.000%, 7/1/16 (FGIC) 1,100,000 1,100,000 Martin County Pollution 1,100,000 1,100,000 Control Rev., (Florida Power & Light Co.), VRDN, 3.200%, 6/1/01 1,000,000 1,000,000 Orlando Utilities 1,183,770 1,183,770 Commission Water & Electric Rev., Series 1989 D, 6.750%, 10/1/17 4,500,000 1,600,000 6,100,000 Pinellas County Health 4,500,000 1,600,000 6,100,000 Facilities Auth. Rev., (Pooled Hospital Loan Program), VRDN, 3.100%, 6/1/01 (AMBAC) 1,400,000 1,400,000 Tampa Bay Water Utility 1,270,080 1,270,080 System Rev., Series 1998 A, 4.750%, 10/1/27 (FGIC) ------------ ------------ ------------ 9,462,090 3,883,770 13,345,860 ------------ ------------ ------------ GEORGIA (2.8%) 2,500,000 2,000,000 4,500,000 Atlanta Water & Waste 2,624,250 2,099,399 4,723,649 Water Rev., Series 1999 A, 5.500%, 11/1/22 (FGIC) 635,000 635,000 Georgia Municipal Electric 732,003 732,003 Power Auth. Rev., Series 1991 V, 6.500%, 1/1/12 (MBIA-IBC-Bank of New York) (GO of Participant) 255,000 255,000 Georgia Municipal Electric 292,475 292,475 Power Auth. Rev., Series 1991 V, 6.500%, 1/1/12, Prerefunded (MBIA-IBC) (GO of Participant)(1) 110,000 110,000 Georgia Municipal Electric 127,804 127,804 Power Auth. Rev., Series 1991 V, 6.500%, 1/1/12 (MBIA-IBC) (GO of Participant)(1) 2,000,000 2,000,000 Henry County Water & 2,054,740 2,054,740 Sewerage Auth. Rev., 5.625%, 2/1/30 (FGIC) 1,000,000 1,000,000 Metropolitan Atlanta Rapid 1,002,540 1,002,540 Transit Auth. Sales Tax Rev., Series 1991 M, 6.050%, 7/1/01 ------------ ------------ ------------ 3,626,790 5,306,421 8,933,211 ------------ ------------ ------------ HAWAII (1.2%) 2,000,000 2,000,000 Hawaii Airport System 2,228,220 2,228,220 Rev., Series 2000 B, 6.625%, 7/1/17 (FGIC) 620,000 620,000 Honolulu City & County 644,539 644,539 Board Of Water Supply Rev., 5.500%, 7/1/15 (FSA) 580,000 580,000 Honolulu City & County 599,239 599,239 Board Of Water Supply Rev., 5.500%, 7/1/16 (FSA) 500,000 500,000 Maui County GO, Series 559,030 559,030 2000 A, 6.500%, 3/1/18 (FGIC) ------------ ------------ ------------ 2,787,250 1,243,778 4,031,028 ------------ ------------ ------------ ILLINOIS (3.1%) 1,485,000 1,485,000 Cook County High School 1,052,895 1,052,895 District No. 202 GO, (Capital Appreciation), 4.530%, 12/1/08 (FSA)(3) 2,000,000 2,000,000 Illinois Dedicated Tax 2,222,680 2,222,680 Rev., (Civic Center), 6.250%, 12/15/20 (AMBAC) 655,000 655,000 Illinois Development 649,190 649,190 Finance Auth. Gas Supply Rev., Series 2001 B, (Midwestern University), 5.125%, 5/15/10 400,000 400,000 Illinois Development 396,428 396,428 Finance Auth. Gas Supply Rev., Series 2001 B, (Midwestern University), 5.750%, 5/15/16 1,000,000 1,000,000 Illinois Development 350,000 350,000 Finance Auth. Waste Disposal Rev., (Armstrong World Industries), 0%, 12/1/24(4) 700,000 700,000 Illinois Health Facilities 737,191 737,191 Auth. Rev., Series 1992 C, (Evangelical Hospital), 6.750%, 4/15/02, Prerefunded at 102% of Par(1) 1,140,000 1,140,000 Illinois Health Facilities 1,317,327 1,317,327 Auth. Rev., Series 1992 C, (Evangelical Hospital), 6.750%, 4/15/12(1) 1,000,000 1,000,000 Illinois Regional 1,229,710 1,229,710 Transportation Auth. Rev., Series 1990 A, 7.200%, 11/1/20 (AMBAC) 1,000,000 1,000,000 Illinois Rural Bond Bank 1,008,680 1,008,680 Public Projects Construction Notes, 5.250%, 11/1/01 1,000,000 1,000,000 McHenry County 1,022,850 1,022,850 Conservation District GO, Series 1998 A, 5.250%, 2/1/18 ------------ ------------ ------------ 3,107,193 6,879,758 9,986,951 ------------ ------------ ------------ INDIANA (6.8%) 1,500,000 1,000,000 2,500,000 Fort Wayne Hospital Auth. 1,322,070 881,380 2,203,450 Rev., (Parkview Health Systems Inc.), 4.750%, 11/15/28 (MBIA) 1,000,000 1,000,000 Franklin Township School 1,019,630 1,019,630 Building Corporation Marion County GO, 4.500%, 1/5/03 (FGIC - State Aid Withholding) 1,900,000 1,900,000 Indiana Health Facilities 1,977,368 1,977,368 Financing Auth. Hospital Rev., (Holy Cross Health System Corp.), 5.375%, 12/2/12 (MBIA) 780,000 780,000 Indiana Transportation 950,407 950,407 Finance Auth. Rev., Series 1990 A, 7.250%, 6/1/15 220,000 220,000 Indiana Transportation 266,180 266,180 Finance Auth. Rev., Series 1990 A, 7.250%, 6/1/15 (1) 2,500,000 3,500,000 6,000,000 Indianapolis Airport Auth. 2,649,399 3,709,160 6,358,559 Rev., (Special Facilities-Federal Express Corp.), 7.100%, 1/15/17 1,405,000 1,405,000 Michigan City School 1,466,525 1,466,525 Building Corp. Rev., 5.000%, 1/5/07 (FSA)(2) 1,610,000 1,610,000 Michigan City School 1,672,259 1,672,259 Building Corp. Rev., 5.000%, 1/5/09 (FSA)(2) 1,640,000 1,640,000 Porter County Jail Building 1,609,644 1,609,644 Corp. GO, 4.700%, 7/10/13 (FSA) 1,725,000 1,725,000 Porter County Jail Building 1,691,380 1,691,380 Corp. GO, 4.800%, 7/10/14 (FSA) 1,200,000 1,200,000 Porter County Jail Building 1,261,932 1,261,932 Corp. GO, 5.250%, 7/10/11 (FSA) 1,650,000 1,650,000 Valparaiso Middle Schools 1,727,897 1,727,897 Building Corporation GO, 5.750%, 7/15/18 (FGIC) ------------ ------------ ------------ 16,398,104 5,807,127 22,205,231 ------------ ------------ ------------ KANSAS (0.5%) 325,000 325,000 Kansas City Utility 359,733 359,733 System Rev., 6.375%, 9/1/04, Prerefunded at 102% of Par (FGIC)(1) 675,000 675,000 Kansas City Utility 729,513 729,513 System Rev., 6.375%, 9/1/23 (FGIC) 500,000 500,000 Kansas Department of 512,045 512,045 Transportation Highway Rev., 5.375%, 3/1/13 ------------ ------------ ------------ 512,045 1,089,246 1,601,291 ------------ ------------ ------------ MASSACHUSETTS (2.8%) 1,000,000 1,000,000 Massachusetts Health & 1,131,280 1,131,280 Educational Facilities Auth. Rev., Series 1992 F, 6.250%, 7/1/12 (AMBAC) 1,690,000 1,690,000 Massachusetts Housing 1,792,684 1,792,684 Finance Agency Rev., Series 1993 H, 6.750%, 11/15/12 (FNMA) 2,000,000 2,000,000 Massachusetts Water 1,817,220 1,817,220 Pollution Abatement Rev., Series 1998 A, (New Bedford), 4.750%, 2/1/26 (FGIC) 2,800,000 2,800,000 Massachusetts Water 2,573,144 2,573,144 Resource Auth. Rev., Series 1993 C, 4.750%, 12/1/23 (MBIA) 2,000,000 2,000,000 Massachusetts Water 1,934,560 1,934,560 Resources Auth. Rev., Series A, 4.750%, 8/1/16 (FSA) ------------ ------------ 9,248,888 9,248,888 ------------ ------------ MICHIGAN (0.5%) 1,485,000 1,485,000 Grand Valley State 1,580,545 1,580,545 University Rev., 5.750%, 12/1/15 (FGIC) ------------ ------------ MISSISSIPPI (0.5%) 1,510,000 1,510,000 Walnut Grove Correctional 1,579,067 1,579,067 Auth. COP, 5.250%, 11/1/03 (AMBAC) ------------ ------------ MISSOURI (2.5%) 1,145,000 1,145,000 Jackson County Public 1,206,017 1,206,017 Building Corp. Rev., Series 2000 A, 6.000%, 11/1/18 1,775,000 1,775,000 Missouri Development 1,854,165 1,854,165 Finance Board, Series 2000 A, (Midtown Redevelopment), 5.750%, 4/1/22 (MBIA) 3,000,000 3,000,000 Missouri Health & 3,221,520 3,221,520 Educational Facilities Auth. Rev., Series 1998 A, (Park Lane Medical Center), 5.600%, 1/1/15 (MBIA) 1,500,000 1,500,000 Missouri Housing 1,719,045 1,719,045 Development Commission Mortgage Rev., Series 2000 B-1, (Single Family Mortgage), 7.450%, 12/26/07 (GNMA/FNMA) ------------ ------------ ------------ 4,940,565 3,060,182 8,000,747 ------------ ------------ ------------ NEBRASKA (0.4%) 1,000,000 1,000,000 Omaha GO, Series 2000 A, 1,199,320 1,199,320 6.500%, 12/1/30 ------------ ------------ NEVADA (0.9%) 2,045,000 2,045,000 Clark County Passenger 2,000,112 2,000,112 Facility Charge Rev., (Las Vegas McCarran International), 5.000%, 7/1/18 (MBIA) 1,000,000 1,000,000 Clark County School 1,003,770 1,003,770 District GO, Series 1997 B, (Building & Renovation), 5.250%, 6/15/17 (FGIC) ------------ ------------ ------------ 1,003,770 2,000,112 3,003,882 ------------ ------------ ------------ NEW HAMPSHIRE (0.3%) 1,000,000 1,000,000 New Hampshire Health & 1,028,570 1,028,570 Education Facilities Auth. Rev., 5.375%, 7/1/16 (AMBAC) ------------ ------------ NEW JERSEY (0.8%) 1,030,000 1,030,000 Atlantic City Board of 1,094,633 1,094,633 Education GO, 6.000%, 12/1/02, Prerefunded at 102% of Par (AMBAC)(1) 1,410,000 1,410,000 New Jersey Educational 1,508,277 1,508,277 Facilities Auth. Rev., Series 1994 A, (New Jersey Institute of Technology), 5.900%, 7/1/08 (MBIA) ------------ ------------ 2,602,910 2,602,910 ------------ ------------ NEW MEXICO (0.3%) 985,000 985,000 New Mexico Mortgage 1,093,429 1,093,429 Finance Auth. Rev., Series 1999 D-2, (Single Family Mortgage), 6.750%, 7/1/07 (GNMA/FNMA/FHLMC) ------------ ------------ NEW YORK (4.8%) 2,000,000 2,000,000 New York City Municipal 1,837,440 1,837,440 Water Finance Auth. Rev., Series 1998 D, 4.750%, 6/15/25 (MBIA-IBC) 2,000,000 2,000,000 New York City Transitional 1,725,360 1,725,360 Finance Auth. Rev., Series 1998 B, 4.500%, 11/15/27 3,000,000 3,000,000 New York City Transitional 2,763,750 2,763,750 Finance Auth. Rev., Series 1998 C, 4.750%, 5/1/23 1,500,000 1,500,000 New York State Dormitory 1,624,620 1,624,620 Auth. Rev., Series 1995 A, (State University Educational Facilities), 6.500%, 5/15/04 1,000,000 1,000,000 New York State Dormitory 1,117,300 1,117,300 Auth. Rev., Series 1995 A, (State University Educational Facilities), 6.500%, 5/15/06 1,000,000 1,000,000 New York State Dormitory 1,076,540 1,076,540 Auth. Rev., Series 1996 E, (Mental Health Service Facility), 6.000%, 8/15/04 (AMBAC) 1,000,000 1,000,000 New York State Local 1,052,620 1,052,620 Government Assistance Corp. Rev., Series 1991 D, 6.750%, 4/1/02, Prerefunded at 102% of Par(1) 1,000,000 1,000,000 New York State Thruway 1,048,520 1,048,520 Auth. Service Contract Rev., 5.300%, 4/1/04 1,000,000 1,000,000 New York State Thruway 1,053,870 1,053,870 Auth. Service Contract Rev., 5.500%, 4/1/04 1,160,000 1,160,000 New York State Thruway 1,243,880 1,243,880 Auth. Service Contract Rev., 5.500%, 4/1/06 1,000,000 1,000,000 Niagara Falls Bridge 1,054,150 1,054,150 Commission Toll Rev., Series 1993 B, 5.250%, 10/1/15 (FGIC) ------------ ------------ ------------ 8,218,880 7,379,170 15,598,050 ------------ ------------ ------------ NORTH CAROLINA (2.2%) 2,000,000 2,000,000 North Carolina Eastern 2,167,220 2,167,220 Municipal Power Agency System Rev., Series 1993 B, 6.000%, 1/1/06 (FSA) 1,800,000 1,800,000 North Carolina GO, Series 1,858,248 1,858,248 1998 A, 4.750%, 4/1/10 2,000,000 2,000,000 North Carolina Housing 2,048,560 2,048,560 Finance Agency, Series 2000 A, (Student Housing-Appalachian), VRDN, 5.000%, 7/1/03 (LOC: First Union National Bank) 1,000,000 1,000,000 North Carolina Municipal 1,110,670 1,110,670 Power Agency No.1 Rev., (Catawba Electric), 6.000%, 1/1/10 (MBIA) ------------ ------------ ------------ 6,074,028 1,110,670 7,184,698 ------------ ------------ ------------ NORTH DAKOTA (0.5%) 1,500,000 1,500,000 Grand Forks Health Care 1,546,035 1,546,035 System Rev., (Altru Health System Obligation Group), 7.125%, 8/15/24 ------------ ------------ OHIO (2.3%) 1,500,000 1,500,000 Bowling Green State 1,546,815 1,546,815 University, 4.750%, 6/1/09 (FGIC) 1,200,000 1,200,000 Ohio Higher Educational 1,280,064 1,280,064 Facility Commission Rev., (University of Dayton), 5.550%, 12/1/07 (FGIC) 750,000 750,000 Ohio Higher Educational 884,715 884,715 Facility Rev., Series 1990 B, (Case Western Reserve University), 6.500%, 10/1/20 3,320,000 3,320,000 Ohio Water Development 3,630,818 3,630,818 Auth. Pollution Control Facilities Rev., 6.000%, 12/1/05 (MBIA) ------------ ------------ ------------ 6,457,697 884,715 7,342,412 ------------ ------------ ------------ OKLAHOMA (1.8%) 3,010,000 3,010,000 Oklahoma City Airport 3,206,704 3,206,704 Trust Rev., Series 2000 B, (Jr. Lien), 5.500%, 7/1/09 (FSA) 2,500,000 2,500,000 Oklahoma Industrial Auth. 2,760,975 2,760,975 Health System Rev., Series 1995 C, 7.000%, 8/15/04 (AMBAC)(1) ------------ ------------ 5,967,679 5,967,679 ------------ ------------ OREGON (3.8%) 1,805,000 1,805,000 Lane County School 1,987,413 1,987,413 District No. 19 GO, (Springfield), 6.375%, 10/15/04, Prerefunded at 101% of Par (MBIA)(1) 4,600,000 1,200,000 5,800,000 Oregon Economic 4,600,000 1,200,000 5,800,000 Development Rev., (Newsprint Company), VRDN, 3.200%, 6/1/01 (LOC: Toronto Dominion Bank) 2,700,000 2,700,000 Oregon Economic 2,700,000 2,700,000 Development Rev., Series 2000-197, (Newsprint Project), VRDN, 3.200%, 6/1/01 (LOC: Toronto Dominion Bank) 750,000 750,000 Tri-county Metropolitan 760,785 760,785 Transportation District, Series 2000 A, 5.375%, 8/1/20 1,030,000 1,030,000 Wilsonville Water System 1,043,936 1,043,936 Rev., 5.375%, 6/1/19 (MBIA) ------------ ------------ ------------ 8,392,134 3,900,000 12,292,134 ------------ ------------ ------------ PENNSYLVANIA (2.4%) 4,000,000 4,000,000 Erie School District GO, 766,320 766,320 Capital Appreciation, 6.230%, 9/1/30 (AMBAC)(3) 2,000,000 2,000,000 Pennsylvania Housing 2,026,860 2,026,860 Finance Agency GO, (Multifamily Development - I), 5.000%, 12/30/02 2,500,000 2,500,000 Philadelphia Water and 2,580,800 2,580,800 Wastewater Rev., 5.150%, 6/15/04 (FGIC) 1,000,000 1,000,000 Spring Ford Area School 1,011,920 1,011,920 District GO, 3.750%, 8/1/03 (FSA) 1,435,000 1,435,000 Wilson Area School District 1,473,587 1,473,587 GO, 4.500%, 2/15/05 (FGIC)(2) ------------ ------------ ------------ 7,093,167 766,320 7,859,487 ------------ ------------ ------------ PUERTO RICO (0.2%) 500,000 500,000 Puerto Rico 553,435 553,435 Commonwealth GO, 6.450%, 7/1/04, Prerefunded at 101.5% of Par(1) ------------ ------------ RHODE ISLAND (1.8%) 1,000,000 1,000,000 Cranston GO, 6.375%, 1,106,480 1,106,480 11/15/17 (FGIC) 1,100,000 1,100,000 Rhode Island Clean Water 1,206,997 1,206,997 Safe Drinking Rev., 6.700%, 1/1/15 (AMBAC) 2,000,000 2,000,000 Rhode Island Depositors 2,289,900 2,289,900 Economic Protection Corp. Special Obligation Rev., Series 1993 A, 6.250%, 8/1/16 (MBIA)(1) 1,300,000 1,300,000 Rhode Island Depositors 1,386,931 1,386,931 Economic Protection Corp. Special Obligation Rev., Series 1993 B, 6.000%, 8/1/17 (MBIA)(1) ------------ ------------ ------------ 1,106,480 4,883,828 5,990,308 ------------ ------------ ------------ SOUTH CAROLINA (1.9%) 1,700,000 1,700,000 Florence Water & Sewer 2,037,892 2,037,892 Rev., 7.500%, 3/1/18 (AMBAC) 1,500,000 1,500,000 Piedmont Municipal Power 1,780,170 1,780,170 Agency Electric Rev., 6.750%, 1/1/19 (FGIC) 860,000 860,000 Piedmont Municipal Power 996,766 996,766 Agency Electric Rev., Series 1991 A, 6.500%, 1/1/16 (FGIC) 140,000 140,000 Piedmont Municipal Power 163,220 163,220 Agency Electric Rev., Series 1991 A, 6.500%, 1/1/16 (FGIC)(1) 1,225,000 1,225,000 South Carolina Ports Auth. 1,242,138 1,242,138 Rev., 4.300%, 7/1/05 ------------ ------------ ------------ 3,280,030 2,940,156 6,220,186 ------------ ------------ ------------ TENNESSEE (1.5%) 4,800,000 4,800,000 Jackson, VRDN, 3.050%, 4,800,000 4,800,000 6/6/01 (LOC: Suntrust Bank N.A.) ------------ ------------ TEXAS (10.3%) 1,000,000 1,000,000 Dallas-Fort Worth Regional 1,064,680 1,064,680 Airport Rev., Series 1994 A, 5.900%, 11/1/08 (MBIA) 1,000,000 1,000,000 Denison Hospital Auth. 1,052,490 1,052,490 Rev., (Texoma Medical Center), 5.900%, 8/15/07 (ACA) 1,000,000 1,000,000 Denton Utility System 1,053,490 1,053,490 Rev., Series 1996 A, 5.950%, 12/1/14 (MBIA) 1,000,000 1,000,000 Frisco Independent School 836,330 836,330 District GO, Series 1998 A, 4.500%, 8/15/29 (PSF-GTD) 1,520,000 1,520,000 Harris County Housing 1,543,332 1,543,332 Finance Corporation Rev., (Las Americas Apartments), 4.900%, 3/1/11 (FNMA) 3,000,000 3,000,000 Hays Consolidated 1,805,130 1,805,130 Independent School District GO, (Capital Appreciation), 5.200%, 8/15/11 (PSF-GTD)(3) 300,000 274,000 574,000 Houston Participation 312,324 285,256 597,580 Interest, 6.400%, 6/1/27 2,000,000 2,000,000 Houston Water & Sewer 2,121,740 2,121,740 System Rev., Series 1992 A, 6.375%, 12/1/14 (MBIA) 1,500,000 2,000,000 3,500,000 Houston Water & Sewer 1,489,935 1,986,580 3,476,515 System Rev., Series 1997 C, (Junior Lien), 5.375%, 12/1/27 (FGIC) 1,000,000 1,000,000 Lewisville Combination 1,040,100 1,040,100 Contract Rev., Special Assessment, (Castle Hills), VRDN, 4.950%, 11/1/03, Prerefunded at 100% of Par(1) 1,400,000 1,400,000 Lubbock Health Facilities 1,380,862 1,380,862 Development Corp. Rev., (St. Joseph Health System), 5.250%, 7/1/13 1,000,000 1,000,000 North East Independent 931,150 931,150 School District Texas GO, 4.500%, 2/1/16 (PSF-GTD) 1,500,000 1,500,000 Pearland Independent 1,611,180 1,611,180 School District GO, 6.000%, 2/15/15 (PSF-GTD) 2,000,000 2,000,000 San Antonio Electric and 1,412,300 1,412,300 Gas Rev., 7.100%, 2/1/09 (FGIC)(1)(3) 1,000,000 1,000,000 Tarrant County Health 1,099,470 1,099,470 Facility Development Corp. Health System Rev., (Ft. Worth Osteopathic), 6.000%, 5/15/11 (MBIA) 2,000,000 2,000,000 Texas Municipal Power 2,068,960 2,068,960 Agency Rev., 5.750%, 9/1/02 (MBIA) 1,500,000 1,500,000 Texas Public Finance Auth. 1,674,705 1,674,705 Building Rev., (Technical College), 6.250%, 8/1/09 (MBIA) 2,000,000 2,000,000 Texas Southern University 1,726,700 1,726,700 Rev., Series 1998 B, 4.500%, 11/1/23 (AMBAC) 2,000,000 2,000,000 Texas Water Development 2,049,260 2,049,260 Board Rev., Series 1999 B, (Sr. Lien), 5.625%, 7/15/21 1,000,000 1,000,000 Tomball Independent 952,220 952,220 School District GO, Series 2001 A, 5.000%, 2/15/23 (PSF-GTD) 1,765,000 1,765,000 Travis County GO, 1,585,500 1,585,500 4.500%, 3/1/19 1,000,000 1,000,000 Travis County Health 1,029,190 1,029,190 Facilities Development Corp. Rev., Series 1999 A, (Ascension Health Credit), 5.875%, 11/15/24 (AMBAC) 3,380,000 3,380,000 Wylie Independent School 1,015,893 1,015,893 District GO, 5.500%, 8/15/22 (PSF-GTD)(3) ------------ ------------ ------------ 15,104,546 18,024,231 33,128,777 ------------ ------------ ------------ U.S. VIRGIN ISLANDS (0.9%) 2,000,000 2,000,000 Virgin Islands Public 2,038,460 2,038,460 Finance Auth. Rev., Series 1998 A, (Senior Lien), 5.200%, 10/1/09 1,000,000 1,000,000 Virgin Islands Public 1,008,980 1,008,980 Finance Auth. Rev., Series 1998 C, (Senior Lien), 5.000%, 10/1/02 ------------ ------------ 3,047,440 3,047,440 ------------ ------------ UTAH (1.2%) 340,000 340,000 Intermountain Power 353,899 353,899 Agency Power Supply Rev., Series 1993 A, 5.400%, 7/1/08 (MBIA-IBC) 660,000 660,000 Intermountain Power 701,019 701,019 Agency Power Supply Rev., Series 1993 A, 5.400%, 7/1/08, Prerefunded at 102% of Par (MBIA-IBC)(1) 1,000,000 1,000,000 Salt Lake City Hospital 1,269,810 1,269,810 Rev., Series 1988 A, (Intermountain Health Corporation), 8.125%, 5/15/15(1) 1,000,000 1,000,000 Salt Lake County Municipal 1,079,971 1,079,971 Building Auth. Lease Rev., Series 1994 A, 6.000%, 10/1/07 (MBIA) 445,000 445,000 Utah Housing Finance 468,994 468,994 Agency Single Family Mortgage Rev., 5.650%, 7/1/06 ------------ ------------ ------------ 2,603,883 1,269,810 3,873,693 ------------ ------------ ------------ VIRGINIA (1.2%) 1,055,000 1,055,000 Bristol Utility Systems 1,152,841 1,152,841 Rev., 5.750%, 7/15/14 (FSA) 1,500,000 1,500,000 Fairfax County COP, 1,506,165 1,506,165 5.300%, 4/15/23 1,000,000 1,000,000 Hampton Industrial 1,131,800 1,131,800 Development Auth. Rev., Series 1994 A, (Sentara General Hospital), 6.500%, 11/1/06, Prerefunded at 100% of Par(1) ------------ ------------ ------------ 2,659,006 1,131,800 3,790,806 ------------ ------------ ------------ WASHINGTON (6.3%) 2,000,000 2,000,000 King County GO, Series 2,167,720 2,167,720 1997 D, 5.750%, 12/1/11 1,260,000 1,260,000 Mason County School 1,308,598 1,308,598 District No. 309 Shelton GO, 5.625%, 12/1/17 (FGIC)(2) 1,000,000 1,000,000 Pierce County School 1,036,370 1,036,370 District No. 320 GO, 5.750%, 12/1/02 1,000,000 1,000,000 Port of Seattle Rev., 1,034,710 1,034,710 Series 1997 B, 5.100%, 10/1/03 (FGIC) 1,500,000 1,015,000 2,515,000 Port of Seattle Rev., 1,638,555 1,108,756 2,747,311 Series 2000 B, 6.000%, 2/1/15 (MBIA) 1,220,000 1,220,000 Port of Seattle Rev., 1,273,473 1,273,473 Series 2000 D, 5.500%, 2/1/04 (MBIA) 1,055,000 1,055,000 Port Olympia GO, Series 1,083,791 1,083,791 1998 B, 5.350%, 12/1/12 (AMBAC) 2,000,000 2,000,000 Snohomish County Public 2,093,340 2,093,340 Utility District No. 1 Electric Rev., 5.625%, 1/1/05 (FGIC) 1,000,000 1,000,000 Snohomish County School 1,015,400 1,015,400 District No. 15 GO, 6.125%, 12/1/03 1,000,000 1,000,000 Tacoma Electric System 1,075,220 1,075,220 Rev., 6.100%, 1/1/07 (FGIC) 1,720,000 1,720,000 University of Washington 1,819,966 1,819,966 University Rev., (Student Facilities Fee), 5.875%, 6/1/18 (FSA) 1,000,000 1,000,000 Washington GO, Series 1,183,180 1,183,180 1990 A, 6.750%, 2/1/15 1,000,000 1,000,000 Washington Public Power 1,003,430 1,003,430 Supply System Rev., Series 1990 B, (Nuclear Project No. 1), 7.100%, 7/1/01 (FGIC) 500,000 500,000 Washington Public Power 501,675 501,675 Supply System Rev., Series 1990 C, (Nuclear Project No. 2), 7.000%, 7/1/01 (FGIC) 1,000,000 1,000,000 Washington Public Power 1,061,050 1,061,050 Supply System Rev., Series 1996 A, (Nuclear Project No. 1), 5.750%, 7/1/12 ------------ ------------ ------------ 11,755,964 8,649,270 20,405,234 ------------ ------------ ------------ WISCONSIN (2.4%) 1,155,000 1,155,000 Slinger School District GO, 1,189,592 1,189,592 5.100%, 4/1/12 (FSA) 1,180,000 1,180,000 Winneconne Community 1,332,586 1,332,586 School District GO, 6.750%, 4/1/06, Prerefunded at 100% of Par (FGIC)(1) 1,900,000 1,900,000 Wisconsin Clean Water 2,257,657 2,257,657 Rev., 6.875%, 6/1/11 2,590,000 2,590,000 Wisconsin Health and 2,876,973 2,876,973 Educational Facilities Rev., (Aurora Medical Group), 6.000%, 11/15/10 (FSA) ------------ ------------ ------------ 4,066,565 3,590,243 7,656,808 ------------ ------------ ------------ MULTI-STATE (0.9%) 3,000,000 3,000,000 Koch Floating Rate Trust 3,000,000 3,000,000 Rev., Series 2000-1, VRDN, 3.300%, 6/7/01 (AMBAC), (SBBPA: State Street Bank & Trust Co.) (Acquired 5/29/01, Cost $3,000,000)(5) ------------ ------------ ------------ TOTAL INVESTMENT SECURITIES (Combined Cost $315,581,497) $206,072,495 $118,604,622 $324,677,117 ============= ============= ============= Percentages indicated are based on combined investment securities of $324,677,117. ACA = American Capital Access AMBAC = AMBAC Assurance Corporation COP = Certificates of Participation FGIC = Financial Guaranty Insurance Co. FHLMC = Federal Home Loan Mortgage Corporation FNMA = Federal National Mortgage Association FSA = Financial Security Assurance Inc. GNMA = Government National Mortgage Association GO = General Obligation IBC = Insured Bond Certificate LOC = Letter of Credit MBIA = MBIA Insurance Corp. PSF = Permanent School Fund SBBPA = Standby Bond Purchase Agreement VRDN = Variable Rate Demand Note. Interest reset date is indicated and used in calculating the weighted average portfolio maturity. Rate shown is effective May 31, 2001. (1) Escrowed to maturity in U.S. government securities or state and local government securities. (2) When-issued security. (3) Security is a zero-coupon municipal bond. The yield to maturity at purchase is indicated. Zero-coupon securities are purchased at a substantial discount from their value at maturity. (4) Security is in default. (5) Security was purchased under Rule 144A[or Section 4(2)] of the Securities Act of 1933 or is a private placement and, unless registered under the Act or exempted from registration, may only be sold to qualified institutional investors. The aggregate value of restricted securities at May 31, 2001, was $3,000,000, which represented 1.0% of combined net assets. See notes to financial statements. LONG-TERM TAX-FREE INTERMEDIATE-TERM TAX-FREE Pro Forma Combining Statements of Assets and Liabilities MAY 31, 2001 (UNAUDITED) Pro Forma INTERMEDIATE-TERM LONG-TERM Combining TAX-FREE TAX-FREE Adjustments (Note 1) ------------------- -------------- ---------------- ------------- ASSETS Investment securities at value (Idendified Cost of $200,793,422 and $114,788,075, respectively) 206,072,495 118,604,622 324,677,117 Cash - - - Receivable for investments sold 560,080 - 560,080 Receivable for capital shares sold.... 280,793 786,845 1,067,638 Dividends and interest receivable. 2,738,848 1,757,224 4,496,072 ------------- ------------- -------------- ------------- 209,652,216 121,148,691 0 330,800,907 ------------- ------------- -------------- ------------- LIABILITIES Disbursements in excess of demand deposit cash 6,571,241 2,975,541 9,546,782 Payable for investments purchased 14,706,270 4,862,109 19,568,379 Accrued management fees 79,970 47,561 127,531 Dividends payable 108,310 100,899 209,209 Payable for trustees' fees and expenses 562 334 896 ------------- ------------- -------------- ------------- 21,466,353 7,986,444 0 29,452,797 ------------- ------------- -------------- ------------- Net Assets $188,185,863 $113,162,247 $0 $301,348,110 ============= ============= ============== ============= CAPITAL SHARES Outstanding 17,914,310 10,981,107 (198,706) (a) 28,696,711 ============= ============= ============== ============= Net Asset Value Per Share $10.50 $10.31 $10.50 ============= ============= ============== ============= NET ASSETS CONSIST OF: Capital (par value and paid in surplus) $182,238,359 $110,457,282 292,695,641 Accumulated undistributed net realized gain (loss) on investment transactions 659,907 (11,148,018) (10,488,111) Undistributed net investment income 8,524 36,436 44,960 Net unrealized appreciation on investments (Note 3) 5,279,073 3,816,547 9,095,620 ------------- ------------- -------------- ------------- $188,185,863 $113,162,247 $0 $301,348,110 ============= ============= ============== ============= (a) Adjustment to reflect the issuance of Intermediate-Term Tax-Free shares in exchange for shares of the Long-Term Tax-Free Fund in connection with the proposed organization. LONG-TERM TAX-FREE INTERMEDIATE-TERM TAX-FREE Pro Forma Combining Statements of Operations YEAR ENDED MAY 31, 2001 (UNAUDITED) Pro Forma INTERMEDIATE-TERM LONG-TERM Combining TAX-FREE TAX-FREE Adjustments (Note 1) ----------------- --------------- --------------- ------------- Investment Income Income: Interest $8,508,339 $5,929,069 $14,437,408 ------------- ------------- -------------- ------------- Expenses: Management fees 835,937 540,837 1,376,774 Trustees' fees and expenses 7,223 4,693 11,916 ------------- ------------- -------------- ------------- 843,160 545,530 0 1,388,690 ------------- ------------- -------------- ------------- Net investment income 7,665,179 5,383,539 0 13,048,718 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain on investment transactions 2,694,728 1,840,183 4,534,911 Change in net unrealized appreciation on investments 6,048,297 4,416,449 10,464,746 ------------- ------------- -------------- ------------- Net realized and unrealized gain on investments 8,743,025 6,256,632 0 14,999,657 ------------- ------------- -------------- ------------- Net Increase in Net Assets Resulting from Operations $16,408,204 $11,640,171 $0 $28,048,375 ============= ============= ============== ============= Notes to Pro Forma Financial Statements (unaudited) 1. Basis of Combination-The unaudited Pro Forma Combining Schedule of Investments, Pro Forma Combining Statement of Assets and Liabilities and Pro Forma Combining Statement of Operations reflect the accounts of Long-Term Tax-Free Fund and Intermediate-Term Tax-Free at and for the year ended May 31, 2001. The pro forma statements give effect to the proposed transfer of the assets and stated liabilities of the non-surviving fund, Long-Term Tax-Free, in exchange for shares of the surviving fund for purposes of maintaining the financial statements and performance, Intermediate-Term Tax-Free. The merged fund will be named the Tax-Free Bond Fund. In accordance with generally accepted accounting principles, the historical cost of investment securities will be carried forward to the surviving fund and the results of operations for pre-combination periods for the surviving fund will not be restated. The pro forma statements do not reflect the expenses of either fund in carrying out its obligation under the Agreement and Plan of Reorganization. Under the terms of the Plan of Reorganization, the combination of the funds will be treated as a tax-free business combination and accordingly will be accounted for by a method of accounting for tax-free mergers of investment companies (sometimes referred to as the pooling without restatement method). The Pro Forma Combining Schedule of Investments, Statement of Assets and Liabilities and Statement of Operations should be read in conjunction with the historical financial statements of the funds included or incorporated by reference in the Statement of Additional Information. 2. Portfolio Valuation- Securities are valued through valuations obtained from a commercial pricing service or at the mean of the most recent bid and asked prices. When valuations are not readily available, securities are valued at fair value as determined in accordance with procedures adopted by the Board of Trustees. 3. Capital Shares-The pro forma net asset value per share assumes the issuance of shares of the surviving financial fund that would have been issued at May 31, 2001, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of shares of the non-surviving financial fund, as of May 31, 2001, divided by the net asset value per share of the shares of the surviving financial fund as of May 31, 2001. The pro forma total number of shares outstanding for the combined fund consists of the following at May 31, 2001: Additional Shares Combined Total Outstanding Shares of Assumed Issued Fund Shares Surviving Fund in Reorganization --------------------------------------------------------------------------- Tax-Free Bond 28,696,711 17,914,310 10,782,401 4. Investments-At May 31, 2001, the funds had the following net capital loss carryforwards available to offset future capital gains. To the extent that those carryforward losses are used to offset capital gains, it is probable that any gains so offset will not be distributed. Fund Net Capital Loss Carryforward --------------------------------------------------------------------------- Long-Term Tax-Free $1,148,018






AMERICAN CENTURY MUNICIPAL TRUST PART C OTHER INFORMATION Item 15. Indemnification. As stated in Article VII, Section 3 of the Amended Declaration of Trust, incorporated herein by reference to Exhibit a to the Registration Statement, "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 or she becomes involved by virtue of his or her 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 adopted by the Board of Trustees." Registrant hereby incorporates by reference, as though set forth fully herein, Article VI of the Registrant's Bylaws, amended and restated on March 9, 1998, incorporated herein by reference to Exhibit b to Post-Effective Amendment No. 23 to the Registration Statement on March 26, 1998, File No. 2-91229. The Registrant has purchased an insurance policy insuring its officers and directors against certain liabilities which such officers and trustees 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 trustees by way of indemnification against such liabilities, subject in either case to clauses respecting deductibility and participation. Item 16 EXHIBITS (all exhibits not filed herewith are being incorporated herein by reference). (1) (a) Amended Declaration of Trust, dated March 9, 1998 and amended March 1, 1999 (filed electronically as Exhibit a to Post-Effective Amendment No. 27 to the Registration Statement of the Registrant on September 2, 1999, File No. 2-91229). (b) Amendment to the Declaration of Trust, dated March 6, 2001 is included herein (filed electronically as Exhibit a2 to Post-Effective Amendment No. 31 to the Registration Statement of the Registrant on April 20, 2001, File No. 2-91229). (c) Amendment No. 2 to the Declaration of Trust dated August 1, 2001 is included herein. (2) Amended and Restated Bylaws, dated March 9, 1998 (filed electronically as Exhibit 2b to Post-Effective Amendment No. 23 to the Registration Statement of the Registrant on March 26, 1998, File No. 2-91229). (3) Not applicable (4) Agreement and Plan of Reorganization is filed herein. (5) Not applicable (6) (a) Management Agreement (Investor Class) between American Century Municipal Trust and American Century Investment Management, Inc., dated August 1, 1997 (filed electronically as Exhibit 5 to Post-Effective Amendment No. 33 to the Registration Statement of American Century Government Income Trust on July 31, 1997, File No. 2-99222). (b) Amendment to the Management Agreement (Investor Class) between American Century Municipal Trust and American Century Investment Management, Inc., dated March 31, 1998 (filed electronically as Exhibit 5b to Post-Effective Amendment No. 23 to the Registration Statement of the Registrant on March 26, 1998, File No. 2-91229). (c) Amendment to the Management Agreement (Investor Class) between American Century Municipal Trust and American Century Investment Management, Inc., dated July 1, 1998 (filed electronically as Exhibit d3 to Post-Effective Amendment No. 39 to the Registration Statement of American Century Government Income Trust on July 28, 1999, File No. 2-99222). (d) Amendment No. 1 to the Management Agreement (Investor Class) between American Century Municipal Trust and American Century Investment Management, Inc., dated September 16, 2000 (filed electronically as Exhibit d4 to Post-Effective Amendment No. 30 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 29, 2000, File No. 2-82734). (e) Amendment No. 2 to the Management Agreement (Investor Class) between American Century Municipal Trust and American Century Investment Management, Inc., dated August 1, 2001 (filed electronically as Exhibit d5 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust, on July 31, 2001, File No. 2-99222). (f) Management Agreement (C Class) between American Century Target Maturities Trust, American Century California Tax-Free and Municipal Funds, American Century Government Income Trust, American Century Investment Trust, American Century Quantitative Equity Funds, American Century Municipal Trust and American Century Investment Management Inc., dated September 16, 2000 (filed electronically as Exhibit d6 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Target Maturities Trust on April 17, 2001, File No. 2-94608). (g) Amendment No. 1 to the Management Agreement (C Class) between American Century Target Maturities Trust, American Century California Tax-Free and Municipal Funds, American Century Government Income Trust, American Century Investment Trust, American Century Quantitative Equity Funds, American Century Municipal Trust and American Century Investment Management Inc., dated August 1, 2001 (filed electronically as Exhibit d10 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust, on July 31, 2001, File No. 2-99222). (7) (a) Distribution Agreement between American Century Municipal Trust and American Century Investment Services, Inc., dated March 13, 2000 (filed electronically as Exhibit e7 to Post-Effective Amendment No. 17 to the Registration Statement of American Century World Mutual Funds, Inc. on March 30, 2000, File No. 33-39242). (b) Amendment No. 1 to the Distribution Agreement between American Century Municipal Trust and American Century Investment Services, Inc., dated June 1, 2000 (filed electronically as Exhibit e9 to Post-Effective Amendment No. 19 to the Registration Statement of American Century World Mutual Funds, Inc. on May 24, 2000, File No. 33-39242). (c) Amendment No. 2 to the Distribution Agreement between American Century Municipal Trust and American Century Investment Services, Inc., dated November 20, 2000 (filed electronically as Exhibit e10 to Post-Effective Amendment No. 29 to the Registration Statement of American Century Variable Portfolios, Inc. on December 1, 2000, File No. 33-14567). (d) Amendment No. 3 to the Distribution Agreement between American Century Municipal Trust and American Century Investment Services, Inc., dated March 1, 2001 (filed electronically as Exhibit e4 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Target Maturities Trust on April 17, 2001, File No. 2-94608). (e) Amendment No. 4 to the Distribution Agreement between American Century Municipal Trust and American Century Investment Services, Inc., dated April 30, 2001 (filed electronically as Exhibit e5 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Target Maturities Trust on April 17, 2001, File No. 2-94608). (f) Amendment No. 5 to the Distribution Agreement between American Century Municipal Trust and American Century Investment Services, Inc. dated August 1, 2001 (filed as Exhibit e6 to Post-Effective Amendment No. 21 to the Registration Statement of American Century Capital Portfolios, Inc., on July 30, 2001, File No. 33-64872). (g) Amendment No. 6 to the Distribution Agreement between American Century Municipal Trust and American Century Investment Services, Inc. dated August 1, 2001 (filed as Exhibit e7 to Post-Effective Amendment No. 21 to the Registration Statement of American Century Capital Portfolios, Inc., on July 30, 2001, File No. 33-64872). (8) Not applicable. (9) (a) Master Agreement by and between Twentieth Century Services, Inc. and Commerce Bank, N.A., dated January 22, 1997 (filed electronically as Exhibit g2 to Post-Effective Amendment No. 76 to the Registration Statement of American Century Mutual Funds, Inc. on February 28, 1997, File No. 2-14213). (b) Global Custody Agreement between American Century Investments and The Chase Manhattan Bank, dated August 9, 1996 (filed electronically as Exhibit 8 to Post-Effective Amendment No. 31 to the Registration Statement of American Century Government Income Trust on February 7, 1997, File No. 2-99222). (c) Amendment to the Global Custody Agreement between American Century Investments and 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). (10) (a) Master Distribution and Individual Shareholder Services Plan of American Century Government Income Trust, American Century Investment Trust, American Century California Tax-Free and Municipal Funds, American Century Municipal Trust, American Century Target Maturities Trust and American Century Quantitative Equity Funds (C Class), dated September 16, 2000 (filed electronically as Exhibit m3 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Target Maturities Trust on April 17, 2001, File No. 2-94608). (b) Amendment No. 1 to the Master Distribution and Individual Shareholder Services Plan of American Century Government Income Trust, American Century Investment Trust, American Century California Tax-Free and Municipal Funds, American Century Municipal Trust, American Century Target Maturities Trust and American Century Quantitative Equity Funds (C Class), dated August 1, 2001 (filed electronically as Exhibit m5 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust, on July 31, 2001, File No. 2-99222). (c) Amended and Restated Multiple Class Plan of American Century California Tax-Free and Municipal Funds, American Century Government Income Trust, American Century International Bond Fund, American Century Investment Trust, American Century Municipal Trust, American Century Target Maturities Trust and American Century Quantitative Equity Funds, dated November 20, 2000 (filed electronically as Exhibit n to Post-Effective Amendment No. 35 to the Registration Statement of American Century Target Maturities Trust on April 17, 2001, File No. 2-94608). (d) Amendment No. 1 to the Amended and Restated Multiple Class Plan of American Century California Tax-Free and Municipal Funds, American Century Government Income Trust, American Century International Bond Fund, American Century Investment Trust, American Century Municipal Trust, American Century Target Maturities Trust and American Century Quantitative Equity Funds, dated August 1, 2001 (filed electronically as Exhibit n2 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust, on July 31, 2001, File No. 2-99222). (11) Opinion and Consent of Counsel as to the legality of the securities being registered (filed electronically as Exhibit i to Post-Effective Amendment No. 27 to the Registration Statement of the Registrant on September 2, 1999, File No. 2-91229). (12) Opinion and Consent as to the tax matters and consequences to shareholders (filed electronically as Exhibit 12 on Form N-14 to the Registration Statement, on June 29, 2001, File No. 2-91229). (13) (a) Transfer Agency Agreement between American Century Municipal Trust and American Century Services Corporation, dated August 1, 1997 (filed electronically as Exhibit 9 to Post-Effective Amendment No. 33 to the Registration Statement of American Century Government Income Trust on July 31, 1997, File No. 2-99222). (b) Amendment to the Transfer Agency Agreement between American Century Municipal Trust and American Century Services Corporation, dated March 9, 1998 (filed electronically as Exhibit B9b to Post-Effective Amendment No. 23 to the Registration Statement of the Registrant on March 26, 1998, File No. 2-91229). (c) Amendment No. 1 to the Transfer Agency Agreement between American Century Municipal Trust and American Century Services Corporation, dated June 29, 1998 (filed electronically as Exhibit 9b to Post-Effective Amendment No. 23 to the Registration Statement of American Century Quantitative Equity Funds on June 29, 1998, File No. 33-19589). (d) Amendment No. 2 to the Transfer Agency Agreement between American Century Municipal Trust and American Century Services Corporation, dated November 20, 2000 (filed electronically as Exhibit h4 to Post-Effective Amendment No. 30 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 29, 2000, File No. 2-82734). (e) Amendment No. 3 to the Transfer Agency Agreement between American Century Municipal Trust and American Century Services Corporation, dated August 1, 2001 (filed electronically as Exhibit h5 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust, on July 31, 2001, File No. 2-99222). (f) Credit Agreement between American Century Funds and The Chase Manhattan Bank, as Administrative Agent, dated as of December 19, 2000 (filed electronically as Exhibit h5 to Post-Effective Amendment No. 33 to the Registration Statement of American Century Target Maturities Trust on January 31, 2001, File No. 2-94608). (14) (a) Consent of PricewaterhouseCoopers LLP, independent accountants. (b) Consent of KPMG Peat Marwick, LLP, independent auditors (filed electronically as Exhibit 11 to Post-Effective Amendment No. 33 to the Registration Statement of American Century Government Income Trust on July 31, 1997, File No. 2-99222). (15) Not applicable. (16) Power of Attorney, dated September 16, 2000 (filed electronically as Exhibit j3 to Post-Effective Amendment No. 29 to the Registration Statement of the Registrant, on September 28, 2000, File No. 2-91229). (17) (a) Form of proxy vote card is filed herein. (b) Long-Term Tax Free and Tax-Free Bond Prospectus dated October 1, 2000 (filed electronically on September 28, 2000). (c) Statement of Additional Information dated October 1, 2000 (filed electronically on September 28, 2000). (d) Long-Term Tax Free and Tax-Free Bond Annual Report dated May 31, 2001 (filed electronically on July 25, 2001). Item 17. Undertakings - Not applicable.




SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 8th day of August, 2001. AMERICAN CENTURY MUNICIPAL TRUST (Registrant) By: /*/William M. Lyons William M. Lyons President, Trustee and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement, has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- *William M. Lyons President, Trustee August 8, 2001 --------------------------------- and Principal Executive William M. Lyons Officer *Maryanne Roepke Senior Vice President, August 8, 2001 --------------------------------- Treasurer and Maryanne Roepke Chief Accounting Officer *James E. Stowers III Trustee, August 8, 2001 --------------------------------- Chairman of the Board James E. Stowers III *Albert A. Eisenstat Trustee August 8, 2001 --------------------------------- Albert A. Eisenstat *Ronald J. Gilson Trustee August 8, 2001 --------------------------------- Ronald J. Gilson *Myron S. Scholes Trustee August 8, 2001 --------------------------------- Myron S. Scholes *Kenneth E. Scott Trustee August 8, 2001 --------------------------------- Kenneth E. Scott *Jeanne D. Wohlers Trustee August 8, 2001 --------------------------------- Jeanne D. Wohlers /s/Janet A. Nash *by Janet A. Nash, Attorney in Fact (pursuant to a Power of Attorney dated September 16, 2000).