EX-99.D1 5 ex-acimmgtagmt.htm ACIM MANAGEMENT AGREEMENT AMENDED AND RESTATED MANAGEMENT AGREEMENT

                                                                   EXHIBIT 99.d1

                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT

     THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT  ("Agreement") is made as of
the 29th day of July,  2005, by and between AMERICAN CENTURY WORLD 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 Investment Manager is registered as an investment advisor with
the Securities and Exchange Commission; and

     WHEREAS,  the  Investment  Manager,  pursuant  to that  certain  management
agreement  dated August 1, 2004, by and between the  Investment  Manager and the
Company (the "Former  Management  Agreement"),  served as the investment manager
for each class of each  series of shares of the Company  until  January 1, 2005;
and

     WHEREAS,  the Investment Manager assigned the Former Management  Agreement,
as it relates to certain  series of shares of the Company,  to American  Century
Global Investment Management,  Inc. ("ACGIM"), a wholly-owned  subsidiary of the
Investment Manager, pursuant to that certain Assignment and Assumption Agreement
dated January 1, 2005, by and among the Company, the Investment Manger and ACGIM
(the "Assignment"); and

     WHEREAS, the Assignment did not result in (a) a change of actual control or
management of the investment  adviser to the Funds, (b) a material change in the
nature or the level of actual investment  advisory and  administrative  services
provided to the Funds, (c) a change in the investment  management  personnel who
manage the Funds, and, therefore,  was not an assignment for purposes of section
15(a)(4) of the Investment Company Act of 1940; and

     WHEREAS,  the parties hereto have agreed to revise the fee schedule for the
Technology Fund, a series of shares of the Company; and

     WHEREAS,  the parties  hereto now desire to amend and restate the Agreement
to reflect the Assignment and revised fee schedule.

     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 set forth on Schedule A
     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.


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                                       AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


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

     (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 set forth on Schedule A
     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 set forth on Schedule A 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  set forth on
          Schedule  A  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.


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                                       AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


     (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.

          (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.


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                                       AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


     (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.

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 of shares set forth on Schedule A
     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.


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                                       AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


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 name.

     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 WORLD MUTUAL FUNDS, INC.


/s/ Ward D. Stauffer                    /s/ Charles A. Etherington
---------------------------------       ---------------------------------
WARD D. STAUFFER                        CHARLES A. ETHERINGTON
Assistant Secretary                     Vice President



Attest:                                 AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.


/s/ Ward D. Stauffer                    /s/ William M. Lyons
---------------------------------       ---------------------------------
WARD D. STAUFFER                        WILLIAM M. LYONS
Secretary                               President


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

AMERICAN CENTURY WORLD 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
=========== ================= ======== ======== ========= ======== ====== ====== ====== ======
Technology  First $250         1.500%   1.300%   1.250%     n/a     n/a     n/a  1.500%   n/a
Fund        million
            ----------------- -------- -------- --------- -------- ------ ------ ------ ------
            Next $250          1.400%   1.200%   1.150%     n/a     n/a     n/a  1.400%   n/a
            million
            ----------------- -------- -------- --------- -------- ------ ------ ------ ------
            Next $250          1.300%   1.100%   1.050%     n/a     n/a     n/a  1.300%   n/a
            million
            ----------------- -------- -------- --------- -------- ------ ------ ------ ------
            Over $750          1.200%   1.000%   0.950%     n/a     n/a     n/a  1.200%   n/a
            million
=========== ================= ======== ======== ========= ======== ====== ====== ====== ======



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