EXHIBIT 99.d

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT

     THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of
the 24th day of February, 2005, by and between AMERICAN CENTURY MUTUAL FUNDS,
INC., a Maryland corporation (hereinafter called the "Company"), and AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called
the "Investment Manager").

     WHEREAS, the Company has adopted an Amended and Restated Multiple Class
Plan dated as of September 3, 2002 (as the same may be amended from time to
time, the "Multiple Class Plan"), pursuant to Rule 18f-3 of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), and

     WHEREAS, the Multiple Class Plan establishes one or more classes of shares
for each series of shares of the Company;

     WHEREAS, the Company has added a new series, Focused Growth Fund (the "New
Fund"); and

     WHEREAS, the parties desire to amend the Agreement to add the New Fund;

     NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:

1.   INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall supervise the
     investments of each class of each series of shares of the Company
     contemplated as of the date hereof, and each class of each subsequent
     series of shares as the Company shall select the Investment Manager to
     manage. In such capacity, the Investment Manager shall either directly, or
     through the utilization of others as contemplated by Section 7 below,
     maintain a continuous investment program for each series, determine what
     securities shall be purchased or sold by each series, secure and evaluate
     such information as it deems proper and take whatever action is necessary
     or convenient to perform its functions, including the placing of purchase
     and sale orders. In performing its duties hereunder, the Investment Manager
     will manage the portfolio of all classes of shares of a particular series
     as a single portfolio.

2.   COMPLIANCE WITH LAWS. All functions undertaken by the Investment Manager
     hereunder shall at all times conform to, and be in accordance with, any
     requirements imposed by:

     (a)  the Investment Company Act and any rules and regulations promulgated
          thereunder;

     (b)  any other applicable provisions of law;

     (c)  the Articles of Incorporation of the Company as amended from time to
          time;

     (d)  the Bylaws of the Company as amended from time to time;

     (e)  the Multiple Class Plan; and

                                                                        Page 1


                                            AMERICAN CENTURY MUTUAL FUNDS, INC.


     (f)  the registration statement(s) of the Company, as amended from time to
          time, filed under the Securities Act of 1933 and the Investment
          Company Act.

3.   BOARD SUPERVISION. All of the functions undertaken by the Investment
     Manager hereunder shall at all times be subject to the direction of the
     Board of Directors of the Company, its executive committee, or any
     committee or officers of the Company acting under the authority of the
     Board of Directors.

4.   PAYMENT OF EXPENSES. The Investment Manager will pay all of the expenses of
     each class of each series of the Company's shares that it shall manage
     other than interest, taxes, brokerage commissions, extraordinary expenses,
     the fees and expenses of those directors who are not "interested persons"
     as defined in the Investment Company Act (hereinafter referred to as the
     "Independent Directors") (including counsel fees), and expenses incurred in
     connection with the provision of shareholder services and distribution
     services under a plan adopted pursuant to Rule 12b-1 under the Investment
     Company Act. The Investment Manager will provide the Company with all
     physical facilities and personnel required to carry on the business of each
     class of each series of the Company's shares that it shall manage,
     including but not limited to office space, office furniture, fixtures and
     equipment, office supplies, computer hardware and software and salaried and
     hourly paid personnel. The Investment Manager may at its expense employ
     others to provide all or any part of such facilities and personnel.

5.   ACCOUNT FEES. The Company, by resolution of the Board of Directors,
     including a majority of the Independent Directors, may from time to time
     authorize the imposition of a fee as a direct charge against shareholder
     accounts of any class of one or more of the series, such fee to be retained
     by the Company or to be paid to the Investment Manager to defray expenses
     which would otherwise be paid by the Investment Manager in accordance with
     the provisions of paragraph 4 of this Agreement. At least sixty days prior
     written notice of the intent to impose such fee must be given to the
     shareholders of the affected class and series.

6.   MANAGEMENT FEES.

     (a)  In consideration of the services provided by the Investment Manager,
          each class of each series of shares of the Company managed by the
          Investment Manager shall pay to the Investment Manager a management
          fee that is calculated as described in this Section 6 using the fee
          schedules set forth on Schedule A.

     (b)  Definitions

          (1)  An "Investment Team" is the Portfolio Managers that the
               Investment Manager has designated to manage a given portfolio.

          (2)  An "Investment Strategy" is the processes and policies
               implemented by the Investment Manager for pursuing a particular
               investment objective managed by an Investment Team.

          (3)  A "Primary Strategy Portfolio" is each series of the Company, as
               well as any other series of any other registered investment
               company for which the Investment Manager serves as the investment
               manager and for which American Century Investment Services, Inc.
               serves as the distributor.

                                                                        Page 2


                                           AMERICAN CENTURY MUTUAL FUNDS, INC.
.

          (4)  A "Secondary Strategy Portfolio" of a series of the Company is
               another account managed by the Investment Manager that is managed
               by the same Investment Team but is not a Primary Strategy
               Portfolio.

          (5)  The "Secondary Strategy Share Ratio" of a series of the Company
               is calculated by dividing the net assets of the series by the sum
               of the Primary Strategy Portfolios that share a common Investment
               Strategy.

          (6)  The "Secondary Strategy Assets" of a series of the Company is the
               sum of the net assets of the series' Secondary Strategy
               Portfolios multiplied by the series' Secondary Strategy Share
               Ratio.

          (7)  The "Investment Strategy Assets" of a series of the Company is
               the sum of the net assets of the series and the series' Secondary
               Strategy Assets.

          (8)  The "Per Annum Fee Dollar Amount" is the dollar amount resulting
               from applying the applicable Fee Schedule for a class of a series
               of the Company using the Investment Strategy Assets.

          (9)  The "Per Annum Fee Rate" for a class of a series of the Company
               is the percentage rate that results from dividing the Per Annum
               Fee Dollar Amount for the class of a series by the Investment
               Strategy Assets of the series.

     (c)  Daily Management Fee Calculation. For each calendar day, each class of
          each series of shares set forth on Schedule A shall accrue a fee
          calculated by multiplying the Per Annum Fee Rate for that class times
          the net assets of the class on that day, and further dividing that
          product by 365 (366 in leap years).

     (d)  Monthly Management Fee Payment. On the first business day of each
          month, each class of each series of shares set forth on Schedule A
          shall pay the management fee to the Investment Manager for the
          previous month. The fee for the previous month shall be the sum of the
          Daily Management Fee Calculations for each calendar day in the
          previous month.

     (e)  Additional Series or Classes. In the event that the Board of Directors
          of the Company shall determine to issue any additional series or
          classes of shares for which it is proposed that the Investment Manager
          serve as investment manager, the Company and the Investment Manager
          may enter into an Addendum to this Agreement setting forth the name of
          the series and/or class, the Fee Schedule for each and such other
          terms and conditions as are applicable to the management of such
          series of shares.

7.   SUBCONTRACTS. In rendering the services to be provided pursuant to this
     Agreement, the Investment Manager may, from time to time, engage or
     associate itself with such persons or entities as it determines is
     necessary or convenient in its sole discretion and may contract with such
     persons or entities to obtain information, investment advisory and
     management services, or such other services as the Investment Manager deems
     appropriate. Any fees, compensation or expenses to be paid to any such
     person or entity shall be paid by the Investment Manager, and no obligation
     to such person or entity shall be incurred on behalf of the Company. Any
     arrangement entered into pursuant to this paragraph shall, to the extent
     required by law, be subject to the approval of the Board of Directors of
     the Company, including a majority of the Independent Directors, and the
     shareholders of the Company.

                                                                        Page 3


                                            AMERICAN CENTURY MUTUAL FUNDS, INC.

8.   CONTINUATION OF AGREEMENT. This Agreement shall continue in effect, unless
     sooner terminated as hereinafter provided, for a period of two years from
     the execution hereof, and for as long thereafter as its continuance is
     specifically approved at least annually (a) by the Board of Directors of
     the Company or by the vote of a majority of the outstanding class of voting
     securities of each series and (b) by the vote of a majority of the
     Directors of the Company, who are not parties to the Agreement or
     interested persons of any such party, cast in person at a meeting called
     for the purpose of voting on such approval.

9.   TERMINATION. This Agreement may be terminated by the Investment Manager at
     any time without penalty upon giving the Company 60 days' written notice,
     and may be terminated at any time without penalty by the Board of Directors
     of the Company or by vote of a majority of the outstanding voting
     securities of each class of each series on 60 days' written notice to the
     Investment Manager.

10.  EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate in the
     event of assignment by the Investment Manager, the term "assignment" for
     this purpose having the meaning defined in Section 2(a)(4) of the
     Investment Company Act.

11.  OTHER ACTIVITIES. Nothing herein shall be deemed to limit or restrict the
     right of the Investment Manager, or the right of any of its officers,
     directors or employees (who may also be a director, officer or employee of
     the Company), to engage in any other business or to devote time and
     attention to the management or other aspects of any other business, whether
     of a similar or dissimilar nature, or to render services of any kind to any
     other corporation, firm, individual or association.

12.  STANDARD OF CARE. In the absence of willful misfeasance, bad faith, gross
     negligence, or reckless disregard of its obligations or duties hereunder on
     the part of the Investment Manager, it, as an inducement to it to enter
     into this Agreement, shall not be subject to liability to the Company or to
     any shareholder of the Company for any act or omission in the course of, or
     connected with, rendering services hereunder or for any losses that may be
     sustained in the purchase, holding or sale of any security.

13.  SEPARATE AGREEMENT. The parties hereto acknowledge that certain provisions
     of the Investment Company Act, in effect, treat each series of shares of an
     investment company as a separate investment company. Accordingly, the
     parties hereto hereby acknowledge and agree that, to the extent deemed
     appropriate and consistent with the Investment Company Act, this Agreement
     shall be deemed to constitute a separate agreement between the Investment
     Manager and each series of shares of the Company managed by the Investment
     Manager.

14.  USE OF THE NAMES "AMERICAN CENTURY", "TWENTIETH CENTURY", AND "BENHAM". The
     names "American Century", "Twentieth Century", and "Benham" and all rights
     to the use of the names "American Century", "Twentieth Century", and
     "Benham" are the exclusive property of American Century Services
     Corporation and/or its affiliate, Benham Management Corporation
     (collectively, "ACSC"). ACSC has consented to, and granted a non-exclusive
     license for, the use by the Company of the names "American Century",
     "Twentieth Century", and "Benham" in the name of the Company and any series
     of shares thereof. Such consent and non-exclusive license may be revoked by
     ACSC in its discretion if ACSC, the Investment Manager, or a subsidiary or
     affiliate of either of them is not employed as the investment adviser of
     each series of shares of the Company. In the event of such revocation, the
     Company and each series of shares thereof using the names "American
     Century", "Twentieth Century", or "Benham" shall cease using the names
     "American Century", "Twentieth Century", or "Benham", unless otherwise
     consented to by ACSC or any successor to its interest in such names.

                                                                        Page 4



                                            AMERICAN CENTURY MUTUAL FUNDS, INC.


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first above
written.

Attest:                                AMERICAN CENTURY MUTUAL FUNDS, INC.

/s/ Charles C.S. Park                  /s/ Charles A. Etherington
------------------------------------   -------------------------------------
Charles C.S. Park                      Charles A. Etherington
Secretary                              Vice President


Attest:                                AMERICAN CENTURY INVESTMENT MANAGEMENT,
                                         INC.

/s/ Charles C.S. Park                  /s/ David C. Tucker
-------------------------------------  ----------------------------------------
Charles C.S. Park                      David C. Tucker
Secretary                              Senior Vice President



                                                                        Page 5




American Century Mutual Funds, Inc.                   Schedule A: Fee Schedules
-------------------------------------------------------------------------------


                                   Schedule A

                                  FEE SCHEDULES

===================== ================= =============================================================================
                      Investment
Series                Strategy Assets                              Fee Schedule by Class
===================== ================= -----------------------------------------------------------------------------
                                                  Institu-
                                        Investor  tional     Advisor   Service     A         B         C         R
===================== ================= ========= ========= ========= ======== ========= ========= ========= ========
Ultra Fund            First $20          1.000%    0.800%    0.750%     n/a      n/a       n/a      1.000%   1.000%
                      billion
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.950%    0.750%    0.700%     n/a      n/a       n/a      0.950%   0.950%
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.925%    0.725%    0.675%     n/a      n/a       n/a      0.925%   0.925%
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.900%    0.700%    0.650%     n/a      n/a       n/a      0.900%   0.900%
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $50 billion   0.875%    0.675%    0.625%     n/a      n/a       n/a      0.875%   0.875%

--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Growth Fund           First $20          1.000%    0.800%    0.750%     n/a      n/a       n/a      1.000%   1.000%
                      billion
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.950%    0.750%    0.700%     n/a      n/a       n/a      0.950%   0.950%
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.925%    0.725%    0.675%     n/a      n/a       n/a      0.925%   0.925%
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.900%    0.700%    0.650%     n/a      n/a       n/a      0.900%   0.900%
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $50 billion   0.875%    0.675%    0.625%     n/a      n/a       n/a      0.875%   0.875%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Select Fund           First $20          1.000%    0.800%    0.750%     n/a     1.000%    1.000%    1.000%     n/a
                      billion
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.950%    0.750%    0.700%     n/a     0.950%    0.950%    0.950%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.925%    0.725%    0.675%     n/a     0.925%    0.925%    0.925%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion   0.900%    0.700%    0.650%     n/a     0.900%    0.900%    0.900%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $50 billion   0.875%    0.675%    0.625%     n/a     0.875%    0.875%    0.875%     n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Capital Growth Fund   First $20           n/a       n/a       n/a       n/a     1.000%    1.000%    1.000%     n/a
                      billion
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion    n/a       n/a       n/a       n/a     0.950%    0.950%    0.950%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion    n/a       n/a       n/a       n/a     0.925%    0.925%    0.925%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion    n/a       n/a       n/a       n/a     0.900%    0.900%    0.900%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $50 billion    n/a       n/a       n/a       n/a     0.875%    0.875%    0.875%     n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Vista Fund            All Assets         1.000%    0.800%    0.750%     n/a      n/a       n/a      1.000%     n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Heritage Fund         All Assets         1.000%    0.800%    0.750%     n/a      n/a       n/a      1.000%     n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Giftrust Fund         All Assets         1.000%     n/a       n/a       n/a      n/a       n/a       n/a       n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
New Opportunities     First $500         1.500%     n/a       n/a       n/a      n/a       n/a       n/a       n/a
Fund                  million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $500          1.300%     n/a       n/a       n/a      n/a       n/a       n/a       n/a
                      million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $1 billion    1.100%     n/a       n/a       n/a      n/a       n/a       n/a       n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
New Opportunities     First $500         1.500%    1.300%     n/a       n/a     1.500%    1.500%    1.500%     n/a
II Fund               million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $500          1.300%    1.100%     n/a       n/a     1.300%    1.300%    1.300%     n/a
                      million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $1 billion    1.100%    0.900%     n/a       n/a     1.100%    1.100%    1.100%     n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Veedot Fund           First $500         1.500%    1.300%    1.250%     n/a      n/a       n/a       n/a       n/a
                      million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $500          1.300%    1.100%    1.050%     n/a      n/a       n/a       n/a       n/a
                      million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $1 billion    1.100%    0.900%    0.850%     n/a      n/a       n/a       n/a       n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Balanced Fund         First $1 billion   0.900%    0.700%    0.650%     n/a      n/a       n/a       n/a       n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $1billion     0.800%    0.600%    0.550%     n/a      n/a       n/a       n/a       n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Capital Value Fund    First $500         1.100%    0.900%    0.850%     n/a      n/a       n/a       n/a       n/a
                      million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $500          1.000%    0.800%    0.750%     n/a      n/a       n/a       n/a       n/a
                      million
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Over $1 billion    0.900%    0.700%    0.650%     n/a      n/a       n/a       n/a       n/a


                                                                       Page A-1



American Century Mutual Funds, Inc.                   Schedule A: Fee Schedules
-------------------------------------------------------------------------------

===================== ================= =============================================================================
                      Investment
Series                Strategy Assets                              Fee Schedule by Class
===================== ================= -----------------------------------------------------------------------------
                                                  Institu-
                                        Investor  tional     Advisor   Service     A         B         C         R
===================== ================= ========= ========= ========= ======== ========= ========= ========= ========
Fundamental Equity    First $20           n/a       n/a       n/a       n/a     1.000%    1.000%    1.000%     n/a
Fund                  billion
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion    n/a       n/a       n/a       n/a     0.950%    0.950%    0.950%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion    n/a       n/a       n/a       n/a     0.925%    0.925%    0.925%     n/a
                      ----------------- --------- --------- --------- -------- --------- --------- --------- --------
                      Next $10 billion    n/a       n/a       n/a       n/a     0.900%    0.900%    0.900%     n/a
                      Over $50 billion    n/a       n/a       n/a       n/a     0.875%    0.875%    0.875%     n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Focused Growth        All Assets         1.000%     n/a       n/a       n/a      n/a       n/a       n/a       n/a
Fund
===================== ================= ========= ========= ========= ======== ========= ========= ========= ========

                                                                       Page A-2