AMERICAN CENTURY MUTUAL FUNDS, INC.

                              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 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  parties  hereto  have  agreed to a revised  methodology  for
calculation of the rate at which the Management Fee is payable hereunder;

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


                                                                          Page 1


                                             AMERICAN CENTURY MUTUAL FUNDS, INC.


     (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  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.


                                                                          Page 2


                                             AMERICAN CENTURY MUTUAL FUNDS, INC.


          (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.

          (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


                                                                         Page 3


                                             AMERICAN CENTURY MUTUAL FUNDS, INC.


     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 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


                                                                          Page 4

                                             AMERICAN CENTURY MUTUAL FUNDS, INC.

     "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.

     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 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 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