EXHIBIT 99.d

                   AMERICAN CENTURY GOVERNMENT INCOME TRUST


                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT

     This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of
the 1st day of August, 2004 by and between AMERICAN CENTURY GOVERNMENT INCOME
TRUST, a Massachusetts business trust and registered investment company (the
"Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware
corporation (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");

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

     WHEREAS, the parties hereto have agreed to a revised methodology for
calculation of the rate at which the Management Fee is payable hereunder for
each series and each class of each series of shares of the Company;

     WHEREAS, the revised methodology will result in the same or lower
Management Fees than those that are currently in place for each series and each
class of each series of shares of the Company; and

     WHEREAS, the parties hereto desire to enter into this Agreement (i) to
arrange for investment management services to be provided by the Investment
Manager for all series and classes of shares issued by the Company; and (ii) to
reflect the revisions to the Management Fee calculation agreed to by the Board
of Directors of the Company and the Investment Manager.

     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 series of shares of the Company contemplated as of the
     date hereof, and such subsequent series of shares as the Company shall
     select the Investment Manager to manage. In such capacity, the Investment
     Manager shall maintain a continuous investment program for each such
     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.

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 Declaration of Trust of the Company as amended from time to time;


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                                        AMERICAN CENTURY GOVERNMENT INCOME TRUST


     (d)  the By-Laws of the Company as amended from time to time;

     (e)  the Multiple Class Plan; and

     (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 Trustees (collectively, the "Board of Directors", and each Trustee
     individually a "Director") 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 series of the Company's shares that it shall manage, other than
     interest, taxes, brokerage commissions, portfolio insurance, extraordinary
     expenses, the fees and expenses of those Directors who are not "interested
     persons" as defined in 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 series that the Investment Manager 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 Board of Directors may impose fees for various account
     services, proceeds of which may be remitted to the appropriate Fund or the
     Investment Manager at the discretion of the Board. At least 60 days' prior
     written notice of the intent to impose such fee must be given to the
     shareholders of the affected series.

6.   MANAGEMENT FEES.

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

     (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; provided, however, that a

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                                        AMERICAN CENTURY GOVERNMENT INCOME TRUST


               registered investment company that invests its assets exclusively
               in the shares of other registered investment companies shall not
               be a Primary Strategy Portfolio. Any exceptions to the above
               requirements shall be approved by the Board of Directors of the
               Company

          (4)  A "SECONDARY STRATEGY PORTFOLIO" is another account managed by
               the Investment Manager that is managed by the same Investment
               Team as that assigned to manage any Primary Strategy Portfolio
               that shares the same board of directors or board of trustees as
               the Company. Any exceptions to this requirement shall be approved
               by the Board of Directors of the Company

          (5)  An "INVESTMENT CATEGORY" for a series of the Company is the group
               to which the series is assigned for determining the first
               component of its management fee. Each Primary Strategy Portfolio
               is assigned to one of the three Investment Categories indicated
               below. The Investment Category assignments for the series of the
               Company appear in Schedule B to this Agreement. The assets in
               each of the Investment Categories ("Investment Category Assets")
               is determined as follows:

               a)   MONEY MARKET FUND CATEGORY ASSETS. The assets which are used
                    to determine the fee for this Investment Category is the sum
                    of the assets of all of the Primary Strategy Portfolios and
                    Secondary Strategy Portfolios that invest primarily in debt
                    securities and are subject to Rule 2a-7 under the Investment
                    Company Act.

               b)   BOND FUND CATEGORY ASSETS. The assets which are used to
                    determine the fee for this Investment Category is the sum
                    the assets of all of the Primary Strategy Portfolios and
                    Secondary Strategy Portfolios that invest primarily in debt
                    securities and are not subject to Rule 2a-7 under the
                    Investment Company Act.

               c)   EQUITY FUND CATEGORY ASSETS. The assets which are used to
                    determine the fee for this Investment Category is the sum
                    the assets of all of the Primary Strategy Portfolios and
                    Secondary Strategy Portfolios that invest primarily in
                    equity securities.

          (6)  The "PER ANNUM INVESTMENT CATEGORY FEE DOLLAR AMOUNT" for a
               series is the dollar amount resulting from applying the
               applicable Investment Category Fee Schedule for the series of the
               Company (as shown on Schedule A) using the applicable Investment
               Category Assets.

          (7)  The "PER ANNUM INVESTMENT CATEGORY FEE RATE" for a series of the
               Company is the percentage rate that results from dividing the Per
               Annum Investment Category Fee Dollar Amount for the series by the
               applicable Investment Category Assets for the series.

          (8)  The "COMPLEX ASSETS" is the sum of the assets in all of the
               Primary Strategy Portfolios.

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                                        AMERICAN CENTURY GOVERNMENT INCOME TRUST


          (9)  The "PER ANNUM COMPLEX FEE DOLLAR AMOUNT" for a class of a series
               of the Company shall be the dollar amount resulting from
               application of the Complex Assets to the Complex Fee Schedule for
               the class as shown in Schedule C.

          (10) The "PER ANNUM COMPLEX FEE RATE" for a class of a series of the
               Company is the percentage rate that results from dividing the Per
               Annum Complex Fee Dollar Amount for the class of a series by the
               Complex Assets.

          (11) The "PER ANNUM MANAGEMENT FEE RATE" for a class of a series of
               the Company is the sum of the Per Annum Investment Category Fee
               Rate applicable to the series and the Per Annum Complex Fee Fee
               Rate applicable to the class of the series.

     (c)  DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
          each series of shares of the Company shall accrue a fee calculated by
          multiplying the Per Annum Management 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 of the Company 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
          shall determine to issue any additional series of shares for which it
          is proposed that the Investment Manager serve as investment manager,
          the Company and the Investment Manager shall enter into an Addendum to
          this Agreement setting forth the name of the series or classes, as
          appropriate, the Applicable Fee and such other terms and conditions as
          are applicable to the management of such series of shares.

7.   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, as to each series of the Company, at least annually
     (i) by the Board of Directors of the Company or by the vote of a majority
     of the outstanding voting securities of the Company, and (ii) 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.

8.   TERMINATION. This Agreement may be terminated, with respect to any series,
     by the Investment Manager at any time without penalty upon giving the
     Company 60 days' written notice, and may be terminated, with respect to any
     series, 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
     such series on 60 days' written notice to the Investment Manager.

9.   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.

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                                        AMERICAN CENTURY GOVERNMENT INCOME TRUST


10.  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.

11.  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.

12.  SEPARATE AGREEMENT. The parties hereto acknowledge that certain provisions
     of the Investment Company Act, in effect, treat each series of shares of a
     registered 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.

13.  USE OF THE NAMES "AMERICAN CENTURY" AND "BENHAM." The name "American
     Century" and all rights to the use of the names "American Century" and
     "Benham" are the exclusive property of American Century Services
     Corporation ("ACSC"), an affiliate of the Investment Manager. ACSC has
     consented to, and granted a non-exclusive license for, the use by the
     Company and their respective series of the names "American 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 manager of each series of shares of
     the Company. In the event of such revocation, the Company and each series
     of shares thereof using the name "American Century" or "Benham" shall cease
     using the name "American Century" or "Benham", unless otherwise consented
     to by ACSC or any successor to its interest in such names.

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                                        AMERICAN CENTURY GOVERNMENT INCOME TRUST


     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
written above.



Attest:                               AMERICAN CENTURY GOVERNMENT INCOME TRUST


/s/ Charles A. Etherington            /s/ William M. Lyons
-----------------------------------   -----------------------------------
Charles A. Etherington                 William M. Lyons
Assistant Secretary                    President


Attest:                               AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

/s/ Charles C.S. Park                 /s/ Mark Mallon
-----------------------------------   -----------------------------------
Charles C.S. Park                     Mark Mallon
Secretary                             Senior Vice President and
                                      Chief Investment Officer


                                                                          Page 6




AMERICAN CENTURY GOVERNMENT INCOME TRUST                       SCHEDULE A: CATEGORY FEE SCHEDULES
-------------------------------------------------------------------------------------------------

                                             Schedule A

                                  INVESTMENT CATEGORY FEE SCHEDULES


MONEY MARKET FUNDS
=================================================================================================
                                                          RATE SCHEDULES
Category Assets                   Schedule 1      Schedule 2      Schedule 3      Schedule 4
-------------------------------------------------------------------------------------------------
First $1 billion                   0.2500%          0.2700%         0.3500%         0.2300%
Next $1 billion                    0.2070%          0.2270%         0.3070%         0.1870%
Next $3 billion                    0.1660%          0.1860%         0.2660%         0.1460%
Next $5 billion                    0.1490%          0.1690%         0.2490%         0.1290%
Next $15 billion                   0.1380%          0.1580%         0.2380%         0.1180%
Next $25 billion                   0.1375%          0.1575%         0.2375%         0.1175%
Thereafter                         0.1370%          0.1570%         0.2370%         0.1170%
=================================================================================================


BOND FUNDS
=================================================================================================
                                                  RATE SCHEDULES
Category Assets     Schedule 1  Schedule 2   Schedule 3      Schedule 4   Schedule 5  Schedule 6
-------------------------------------------------------------------------------------------------
First $1 billion     0.2800%     0.3100%      0.3600%         0.6100%      0.4100%      0.6600%
Next $1 billion      0.2280%     0.2580%      0.3080%         0.5580%      0.3580%      0.6080%
Next $3 billion      0.1980%     0.2280%      0.2780%         0.5280%      0.3280%      0.5780%
Next $5 billion      0.1780%     0.2080%      0.2580%         0.5080%      0.3080%      0.5580%
Next $15 billion     0.1650%     0.1950%      0.2450%         0.4950%      0.2950%      0.5450%
Next $25 billion     0.1630%     0.1930%      0.2430%         0.4930%      0.2930%      0.5430%
Thereafter           0.1625%     0.1925%      0.2425%         0.4925%      0.2925%      0.5425%
=================================================================================================


EQUITY FUNDS
======================================================================
                                          RATE SCHEDULES
Category Assets                 Schedule 1              Schedule 2
----------------------------------------------------------------------
First $1 billion                 0.5200%                 0.7200%
Next $5 billion                  0.4600%                 0.6600%
Next $15 billion                 0.4160%                 0.6160%
Next $25 billion                 0.3690%                 0.5690%
Next $50 billion                 0.3420%                 0.5420%
Next $150 billion                0.3390%                 0.5390%
Thereafter                       0.3380%                 0.5380%
======================================================================

                                                                        Page A-1





AMERICAN CENTURY GOVERNMENT INCOME TRUST    SCHEDULE B: INVESTMENT CATEGORY ASSIGNMENTS
---------------------------------------------------------------------------------------

                                   Schedule B

                         INVESTMENT CATEGORY ASSIGNMENTS


AMERICAN CENTURY GOVERNMENT INCOME TRUST
=======================================================================================
Series                                       Category                  Applicable Fee
                                                                      Schedule Number
---------------------------------------------------------------------------------------
Capital Preservation Fund                    Money Market Funds              1
Government Agency Money Market Fund          Money Market Funds              1
Short-Term Government Fund                   Bond Funds                      3
Government Bond Fund                         Bond Funds                      1
Ginnie Mae Fund                              Bond Funds                      3
Inflation-Adjusted Bond Fund                 Bond Funds                      1
=======================================================================================

                                                                        Page B-1






AMERICAN CENTURY GOVERNMENT INCOME TRUST       SCHEDULE C: COMPLEX FEE SCHEDULES
--------------------------------------------------------------------------------

                                    Schedule C

                              COMPLEX FEE SCHEDULES

================================================================================
                                          Rate Schedules
Complex Assets         Advisor Class    Institutional Class   All Other Classes
--------------------------------------------------------------------------------
First $2.5 billion        0.0600%             0.1100%              0.3100%
Next $7.5 billion         0.0500%             0.1000%              0.3000%
Next $15.0 billion        0.0485%             0.0985%              0.2985%
Next $25.0 billion        0.0470%             0.0970%              0.2970%
Next $25.0 billion        0.0370%             0.0870%              0.2870%
Next $25.0 billion        0.0300%             0.0800%              0.2800%
Next $25.0 billion        0.0200%             0.0700%              0.2700%
Next $25.0 billion        0.0150%             0.0650%              0.2650%
Next $25.0 billion        0.0100%             0.0600%              0.2600%
Next $25.0 billion        0.0050%             0.0550%              0.2550%
Thereafter                0.0000%             0.0500%              0.2500%
================================================================================

                                                                        Page C-1