Form 485BPOS AMERICAN FUNDS MORTGAGE

October 29, 2020 2:04 PM EDT

[NAME OF FUND]

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT, is between [NAME OF FUND], [a Delaware statutory trust/Massachusetts business trust/Maryland corporation] (the “Fund”), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the “Distributor”).

W I T N E S S E T H:

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company which offers various classes of shares of [common stock/beneficial interest], designated as [Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares, Class 529-F-1 shares, Class 529-F-2 shares and Class 529-F-3 shares (“Class 529 shares”); and Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares and Class R-6 shares (“Class R shares”)], and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund’s officers subject to authorization by its Board of [Trustees/Directors];

WHEREAS, the Distributor is engaged in the business of promoting the distribution of shares of investment companies through securities broker-dealers; and

WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other to promote the distribution and servicing of the shares of the Fund and of all series or classes of the Fund which may be established in the future;

NOW, THEREFORE, the parties agree as follows:

1. (a) The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b). The terms “shares of the Fund” or “shares” as used herein shall mean shares of [common stock/beneficial interest] of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.

(b) The Fund may, upon 60 days’ written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expressly waived in writing its right to make such designation. In the event of such designation, the right of the Distributor under this Agreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof.

2. In the sale of shares of the Fund, the Distributor shall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public, in which event the Distributor shall act as principal for its own account.

3. The Fund shall sell shares only through the Distributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:

(a) issue shares to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;

(b) issue shares at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;

(c) issue shares at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;

(d) issue shares at net asset value to persons entitled to purchase shares at net asset value without sales charge or contingent deferred sales charge as described in the Fund’s current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.

4. The Distributor shall devote its best efforts to the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which the Distributor has been authorized to act as

principal underwriter for the sale of shares. The Distributor shall maintain a sales organization suited to the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers Fund shares for sale and in which qualification is required.

5. Within the United States of America, all dealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund. Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectus and/or prospectus of the Fund’s Registration Statement in effect under the Securities Act of 1933, as amended (“Prospectus”). The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a series or class issued by the Fund other than as principal underwriter pursuant to this Agreement.

6. In its sales to dealers, it shall be the responsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.

7. The applicable public offering price of shares shall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Prospectus of the Fund.

8. All orders for shares received by the Distributor shall, unless rejected by the Distributor or the Fund, be accepted by the Distributor immediately upon receipt and confirmed at an offering price determined in accordance with the provisions of the Prospectus and the 1940 Act, and applicable rules in effect thereunder. The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution. The provisions of this Section shall not be construed to restrict the right of the Fund to withhold shares from sale under Section 26 hereof.

9. The Fund or its transfer agent shall be promptly advised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles Clearing House Funds.

10. The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled

transactions, as may be necessary to comply with the requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from time to time exist.

11. The Distributor, as principal underwriter under this Agreement for Class A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class A shares.

12. The Distributor, as principal underwriter under this Agreement for Class C shares, shall receive (i) distribution fees as compensation for the sale of Class C shares and contingent deferred sales charges (“CDSC”), as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class C shares pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class C shares (the “Class C Plan”).

(a) In accordance with the Class C Plan, and subject to the limit on asset-based sales charges set forth in FINRA Conduct Rule 2341 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor’s Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Class C shares outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class C shares, the Distributor’s Allocable Portion of any CDSCs payable with respect to the Class C shares, as provided in the Fund’s Prospectus and to pay the same over to the Distributor, or, at the Distributor’s direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class C Plan.

(b) For purposes of this Agreement, the term “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule A.

the settlement date of such Commission Share taken into account in determining the Distributor’s Allocable Portion of Distribution Fees.

(d) The provisions set forth in Section 1 of the Class C Plan (in effect on the date hereof) relating to Class C shares, together with the related definitions are hereby incorporated into this Section 12 by reference with the same force and effect as if set forth herein in their entirety.

13. The Distributor, as principal underwriter under this Agreement for Class T shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class T shares as compensation for the sale of Class T shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class T shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class T shares (the “Class T Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

14. The Distributor, as principal underwriter under this Agreement for Class F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares as compensation for the sale of Class F-1 shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1 shares (the “Class F-1 Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

15. The Distributor, as principal underwriter under this Agreement for Class F-2 shares and Class F-3 shares, shall receive no compensation.

16. The Distributor, as principal underwriter under this Agreement for Class 529-A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

17. The Distributor, as principal underwriter under this Agreement for Class 529-C shares, shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund’s Prospectus, and

(ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-C shares pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the “Class 529-C Plan”).

(a) In accordance with the Class 529-C Plan, and subject to the limit on asset-based sales charges set forth in FINRA Conduct Rule 2341 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor’s Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-C shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class 529-C shares, the Distributor’s Allocable Portion of any CDSCs payable with respect to the Class 529-C shares, as provided in the Fund’s Prospectus, and to pay the same over to the Distributor or, at the Distributor’s direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-C Plan.

(b) For purposes of this Agreement, the term “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class 529-C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule B.

(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attached hereto as Schedule B) upon the settlement date of such Commission Share taken into account in determining the Distributor’s Allocable Portion of Distribution Fees.

(d) The provisions set forth in Section 1 of the Class 529-C Plan (in effect on the date hereof) relating to Class 529-C shares, together with the related definitions are hereby incorporated into this Section 17 by reference with the same force and effect as if set forth herein in their entirety.

18. The Distributor, as principal underwriter under this Agreement for Class 529-E shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares. The payment of distribution and service fees is pursuant to the

Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the “Class 529-E Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

19. The Distributor, as principal underwriter under this Agreement for Class 529-T shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-T shares as compensation for the sale of Class 529-T shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-T shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-T shares (the “Class 529-T Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

20. The Distributor, as principal underwriter under this Agreement for Class 529-F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares as compensation for the sale of Class 529-F-1 shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the “Class 529-F-1 Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

21. The Distributor, as principal underwriter under this Agreement for Class 529-F-2 shares and Class 529-F-3 shares, shall receive no compensation.

22. The Distributor, as principal underwriter under this Agreement for each of the Class R shares, shall receive (i) distribution fees as compensation for the sale of Class R shares, and (ii) shareholder service fees as set forth below. The payment of distribution and service fees is pursuant to the Fund’s various Plans of Distribution under Rule 12b-1 under the 1940 Act relating to each of the Class R shares (the “Class R Plans”). For purposes of the following chart the fee rates represent annual fees as a percentage of average daily net assets of the respective share class. Fees shall accrue daily and be paid monthly. The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund, and are currently as follows:

Share Class	Distribution Fee	Service Fee
Class R-1	0.75%	0.25%
Class R-2	0.50%	0.25%
Class R-2E	0.35%	0.25%
Class R-3	0.25%	0.25%
Class R-4	0.00%	0.25%
Class R-5E	0.00%	0.00%
Class R-5	0.00%	0.00%
Class R-6	0.00%	0.00%

23. The Fund agrees to use its best efforts to maintain its registration as an open-end management investment company under the 1940 Act.

24. The Fund agrees to use its best efforts to maintain an effective Prospectus under the Securities Act of 1933, as amended, and warrants that such Prospectus will contain all statements required by and will conform with the requirements of such Securities Act of 1933 and the rules and regulations thereunder, and that no part of any such Prospectus, at the time the Registration Statement of which it is a part becomes effective, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion in the Prospectus). The Distributor agrees and warrants that it will not in the sale of shares use any Prospectus, advertising or sales literature not approved by the Fund or its officers nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Distributor agrees to indemnify and hold the Fund harmless from any and all loss, expense, damage and liability resulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information, statistics or other aid or device employed in connection with the sale of shares.

25. The expense of each printing of each Prospectus and each revision thereof or addition thereto deemed necessary by the Fund’s officers to meet the requirements of applicable laws shall be divided between the Fund, the Distributor and any other principal underwriter of the shares of the Fund as follows:

(a) the Fund shall pay the typesetting and make-ready charges;

(b) the printing charges shall be prorated between the Fund, the Distributor, and any other principal underwriter(s) in accordance with the number of copies each receives; and

(c) expenses incurred in connection with the foregoing, other than to meet the requirements of the Securities Act of 1933, as amended, or other applicable laws, shall be borne by the Distributor, except in the event such incremental expenses are incurred at the request of any other principal underwriter(s), in which case such incremental expenses shall be borne by the principal underwriter(s) making the request.

26. The Fund agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each series or class it offers for sale under the securities laws of such states as the Distributor and the Fund may approve. Any such qualification for any series or class may be withheld, terminated or withdrawn by the Fund at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund or its counsel in connection with such qualifications.

27. The Fund may withhold shares of any series or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the [Trustees/Directors] or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund. The Fund will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of non-delivery of shares of any series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.

28. (a) This Agreement may be terminated at any time, without payment of any penalty, as to the Fund or any series on sixty (60) days’ written notice by the Distributor to the Fund.

(b) This Agreement may be terminated as to the Fund or any series or class by either party upon five (5) days’ written notice to the other party in the event that the Securities and Exchange Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the shares of the Fund or such series or class.

(c) This Agreement may be terminated as to the Fund or any series or class by the Fund upon five (5) days’ written notice to the Distributor provided either of the following events has occurred:

(i) FINRA has expelled the Distributor or suspended its membership in that organization; or

(ii) the qualification, registration, license or right of the Distributor to sell shares of the Fund or any series of the Fund in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.

(d) This Agreement may be terminated as to the Fund or any series or class at any time on sixty (60) days’ written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent [Trustees/Directors] or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.

29. This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. If the Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.

30. No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.

31. This Agreement shall become effective on [DATE]. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until [DATE], and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent [Trustees/Directors] of the Fund at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of [Trustees/Directors] of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.

32. If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of [Trustees/Directors] and the Independent [Trustees/Directors] in accordance with Section 31. The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 22, as well as any provisions which may

differ from those herein with respect to such series, subject to approval in writing by the Distributor.

33. This Agreement may be approved, amended, continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuance or renewal has not been effected with respect to any one or more other series or class of the Fund.

34. This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.

35. This Agreement shall be approved, amended, continued or renewed in accordance with requirements of the 1940 Act and rules, orders and guidance adopted or issued by the U.S. Securities and Exchange Commission.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers thereunto duly authorized, as of [DATE].

AMERICAN FUNDS DISTRIBUTORS, INC.	[NAME OF FUND]

By: ______________	By: ______________
Timothy W. McHale	[Name]
Secretary	Secretary

SCHEDULE A

to the

Amended and Restated Principal Underwriting Agreement

ALLOCATION SCHEDULE

The following relates solely to Class C shares.

The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class C shares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

“Commission Share” means each C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

“Date of Original Issuance” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

“Free Share” means, in respect of a Fund, each C share of the Fund, other than a Commission Share (including, without limitation, any C share issued in connection with the reinvestment of dividends or capital gains).

“Inception Date” means in respect of a Fund, the first date on which the Fund issued shares.

“Net Asset Value” means the net asset value determined as set forth in the Prospectus of each Fund.

“Omnibus Share” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner as Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I: ATTRIBUTION OF CLASS C SHARES

Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)

Commission Shares other than Omnibus Shares:

(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “Redeeming Fund”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of

the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)

Free Shares:

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)

Omnibus Shares:

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II: ALLOCATION OF CDSCs

(1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares:

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2) CDSCs Related to the Redemption of Omnibus Shares:

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated

to each thereof; provided, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III: ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1) The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

(A + C)/2

(B + D)/2

where:

The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month

The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month

(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution

Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

Total average Net Asset Value of all such Class C shares of a Fund for such calendar month

PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the FINRA Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the FINRA Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.

SCHEDULE B

to the

Amended and Restated Principal Underwriting Agreement

ALLOCATION SCHEDULE

The following relates solely to Class 529-C shares.

The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

“Commission Share” means each 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

“Date of Original Issuance” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

“Free Share” means, in respect of a Fund, each 529-C share of the Fund, other than a Commission Share (including, without limitation, any 529-C share issued in connection with the reinvestment of dividends or capital gains).

“Inception Date” means in respect of a Fund, the first date on which the Fund issued shares.

“Net Asset Value” means the net asset value determined as set forth in the Prospectus of each Fund.

“Omnibus Share” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I: ATTRIBUTION OF CLASS 529-C SHARES

Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)

Commission Shares other than Omnibus Shares:

(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(2)

Free Shares:

(3)

Omnibus Shares:

PART II: ALLOCATION OF CDSCs

(1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares:

(2) CDSCs Related to the Redemption of Omnibus Shares:

transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III: ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

(A + C)/2

(B + D)/2

where:

The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month

The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month

(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular

calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month

PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the FINRA Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the FINRA Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.

DEFERRED COMPENSATION PLAN

(Amended and restated, effective as of January 1, 2020)

TABLE OF CONTENTS

Paragraph Title			Page No
1.	Definitions		2
2.	Introduction		5
3.	Plan Oversight; Administration and Amendment		5
	3.1.	Plan Oversight and Operation	5
	3.2.	Plan Interpretation and Administration	5
	3.3.	Plan Amendment	5
	3.4.	Plan Termination	6
4.	Election to Defer Payments		6
	4.1.	Election to Defer	6
	4.2.	Current Independent Board Members	6
		4.2.a. Newly Elected or Appointed Independent Board Members	6
	4.3.	Modification or Revocation of Election to Defer	6
5.	Beneficiary Designation		6

6.	Deferred Payment Account		7
	6.1.	Crediting Amounts	7
	6.2.	Change of Investment Designation	7
	6.3.	Exchange Requests	7
	6.4.	Plan Participants Serving on Money Market Fund Boards	8
	6.5.	Plan Participant Electing Installment Payout Option under Section 7.4.a	8
		6.5a Alternative Instructions under Section 6.5	8
7.	Timing and Manner of Payments		8
	7.1.	Timing of Payments	8
	7.2.	Manner of Payment – Lump Sum	8
	7.3.	Alternative Payment Methods	9
	7.4.	Death of Plan Participant	9
		7.4.a Optional Payment Method upon Death for Post-2004 Deferrals	9
	7.5.	Disability of Plan Participant	10
	7.6.	Unforeseeable Emergency	10
	7.7.	Modification or Revocation for Post-2004 Deferrals	10
		7.7.a. Special Transition Rule	11
	7.8.	Modification or Revocation for Pre-2005 Deferrals	11
8.	Miscellaneous		11

1. DEFINITIONS

1.1. Administrator. An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.

1.2. Beneficiary(ies). The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may designate a Primary Beneficiary(ies) to receive amounts payable under the Plan upon the Plan Participant’s death. A Plan Participant may also name a Contingent Beneficiary(ies) to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).

1.3. Board(s). The Board of Directors or Trustees of a Fund(s).

1.4. Committee. A group of Independent Board Members responsible for oversight and operation of the Plan. The Committee must consist of a minimum of three members, each currently serving as an Independent Board Member of at least one Fund. Each Fund, by the affirmative vote of at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initial members of the Committee. Thereafter, the Committee shall determine its membership by majority vote.

1.5. CRMC. Capital Research and Management Company.

1.6. Date of Crediting. The Date of Crediting for compensation deferred by a Plan Participant will be as soon as administratively practicable after the date such compensation would otherwise be paid.

1.7. Deferred Payment Account(s). An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant. Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan.

(i)

A Deferred Payment Account will be divided into two separate Deferred Payment Accounts. One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“pre-2005 deferrals”). The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“post-2004 deferrals”).

(ii)

For those participants residing outside the U.S., Deferred Payment Accounts will further be divided into two separate accounts, “U.S.” and “Non-U.S.,” to provide appropriate tax reporting.

1.8. Disabled or Disability. A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

1.9. Election Forms. The three forms listed below as prescribed by the Administrator:

(i)

Beneficiary Designation Form. A form indicating the beneficiary designations of a Plan Participant.

(ii)

Deferral Election Form. A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution. This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies. Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.

(iii)

Rate of Return Election Form. A form indicating the percentages of deferrals allocated to each Fund.

1.10. Fixed Dollar Installment Method. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall equal the fixed dollar amount previously selected by the Plan Participant on the Deferral Election Form. A Plan Participant’s Deferred Payment Account subject to the Fixed Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account using the net asset values per Class F-2 share as of the last day of the calendar quarter immediately preceding the date of payment. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.

1.11. Fund(s). A mutual fund advised by CRMC, collectively the “Funds.”

1.12. Independent Board Member(s). Directors or trustees, and as applicable, advisory board members and director or trustee emeriti who are not considered “interested persons” of any Participating Fund.

1.13 Money Market Fund. A mutual fund managed by CRMC that invests solely in money market instruments.

1.14. Participating Funds. Mutual funds managed by CRMC that have adopted the Plan.

1.15. Permissible Payment Event. A Permissible Payment Event is any one of the following:

(i)

The date specified on the Deferral Election Form by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan and is at least twenty-four months past the date of the first deferral election made by the Plan Participant; or

(ii)

The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or

(iii)

The date the Plan Participant dies; or

(iv)

The date the Administrator receives notification that the Plan Participant is Disabled; or

(v)

The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or

(vi)

For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.

1.16. Phantom Shares. Fictional shares of the Fund(s) that a Plan Participant has selected on the Rate of Return Election Form that have been credited to his or her Deferred Payment Account(s). Phantom Shares shall have the same economic characteristics as actual Class F-2 shares in terms of mirroring changes in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gains distributions). However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters of any sort, including those affecting the Funds.

1.17. Plan or Deferred Compensation Plan. The deferred compensation plan adopted by the Participating Funds.

1.18. Plan Participant(s). An Independent Board Member who has elected to defer compensation under the Plan, or is receiving payments under the Plan in respect of prior service as an Independent Board Member.

1.19. Unforeseeable Emergency. The following events may constitute an Unforeseeable Emergency under the Plan: (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies). The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).

1.20. Variable Dollar Installment Method. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall be determined for a Deferred Payment Account by multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numerator of which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installment then to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per

Class F-2 share of such Fund(s) as of the last day of the calendar quarter immediately preceding the date of payment. A Plan Participant’s Deferred Payment Account subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment. For this purpose, net asset values per Class F-2 share as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- and post-payment values.

2. INTRODUCTION

With effect on January 1, 2005, each Participating Fund has adopted, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for Independent Board Members.

3. PLAN OVERSIGHT; ADMINISTRATION AND AMENDMENT

3.1. Plan Oversight and Operation. The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes. The Committee may utilize the services of the Administrator to conduct routine Plan administration.

3.2. Plan Interpretation and Administration. The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.

3.3. Plan Amendment. The Committee may approve any amendment to the Plan; provided, however, (i) that no such amendment shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each Independent Board Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’s consideration of such amendment. Upon receipt of such notification, an Independent Board Member may communicate to the Committee for its consideration any concern or objection to the proposed amendment.

3.4. Plan Termination. The Committee may recommend to the Boards the termination of the Plan; provided, however, that no such termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.

4. ELECTION TO DEFER PAYMENTS

4.1. Election to Defer. Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their compensation deferred as provided herein. An Independent Board Member who elects to participate in the Plan shall file copies of the Election Forms with the Administrator. An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until the Election Forms are received by the Administrator and determined by the Administrator to be complete and in good order.

4.2. Current Independent Board Members. A deferral election made by a Plan Participant who timely files the Election Forms with the Administrator shall become effective and apply with respect to compensation earned during the calendar year following the filing of the deferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan. During the period from such filing and prior to the effectiveness of such election, the most recently filed and effective Deferral Election Form shall apply to all amounts payable to the Plan Participant under the Plan.

4.2.a. Newly Elected or Appointed Independent Board Members. Any person who is first elected or appointed an Independent Board Member of the Fund during a calendar year and who timely files the Election Forms with the Administrator may elect to defer any unpaid and future compensation during such calendar year. Unless revoked or modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for each subsequent calendar year after the year of the deferral election.

4.3. Modification or Revocation of an Election to Defer. A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Deferral Election Form with the Administrator prior to the beginning of such next calendar year.

5. BENEFICIARY DESIGNATION

Each Plan Participant shall designate on the Beneficiary Election Form the Primary and, if applicable, Contingent Beneficiary(ies) he or she desires to receive

amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may from time to time change his or her designated Primary or Contingent Beneficiary(ies) without the consent of such Beneficiary(ies) by filing a new Beneficiary Election Form with the Administrator.

At the time of death of a Plan Participant, if there is no living designated Primary Beneficiary(ies), the designated Contingent Beneficiary(ies), if any, shall be the Beneficiary. If there are no living Primary or Contingent Beneficiary(ies), the Plan Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.

6. DEFERRED PAYMENT ACCOUNT

6.1. Crediting Amounts. A Plan Participant may select one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing the Rate of Return Election Form with the Administrator. Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.

The number of Phantom Shares credited to a Plan Participant’s Deferred Payment Account shall be the number of whole and fractional Phantom Shares determined by dividing the amount of the deferred compensation invested in the particular Fund(s) by the net asset value per Class F-2 share of such Fund(s) as of the Date of Crediting.

6.2. Change of Investment Designation. A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested through the participant website or by filing a revised Rate of Return Election Form with, or by telephoning, the Administrator. The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone. Any change of investment designation shall be effective only with respect to compensation deferred after receipt of such request. If a request is received after 1:00pm PT, the change in investment designation will be effective the next business day.

6.3. Exchange Requests. By contacting the Administrator or using the participant website, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class F-2 share next determined. The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone. An exchange request will be effective after receipt of such request. If a request is received after the close of the New York Stock Exchange, the exchange will be effective on the next business day. An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year

for all amounts credited under this Plan to any one Plan Participant. For purposes of this limitation, all exchange requests received in one day shall be treated as one exchange request.

6.4. Plan Participants Serving on Money Market Fund Boards. Notwithstanding the other provisions of Section 6, a Plan Participant serving on the Board of a Money Market Fund may select only that Money Market Fund in which his or her compensation is invested for purposes of crediting earnings. In addition, no exchanges will be permitted in a Deferred Payment Account on the books of a Money Market Fund.

6.5. Plan Participant Electing Installment Payout Option under Section 7.4.a. When a Plan Participant elects the limited installment payout option described in Section 7.4.a, all post-2004 deferrals will be exchanged into the appropriate American Funds Target Date Retirement Fund based upon the age of the surviving spouse Beneficiary at the time of the Participant’s death unless alternative instructions are provided in accordance with Section 6.5.a. Such exchange will occur as soon as administratively practicable, but in no event later than thirty (30) days from the date that the Plan Administrator is notified of the Plan Participant’s death. Once this exchange occurs, no further exchanges will be permitted for post-2004 deferrals.

6.5.a. Alternative Instructions under Section 6.5. A Plan Participant electing the limited installment payout option described in Section 7.4.a. may instruct the Administrator to exchange all post-2004 deferrals into one or more Funds, rather than the appropriate American Funds Target Date Retirement Fund as provided for in Section 6.5. A Plan Participant may change instructions provided under this Section 6.5.a. no more than 12 times each calendar year. To be effective, such instructions must be received by the Administrator prior to the Plan Participant’s death.

7. TIMING AND MANNER OF PAYMENTS

7.1. Timing of Payments. Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.

7.2. Manner of Payment – Lump Sum. Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class F-2 share of such Fund(s) as of the date of the Permissible Payment Event.

The payment shall be made to the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of the Permissible

Payment Event.

7.3. Alternative Payment Methods. A Plan Participant entitled to payment for reasons other than death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant on the Deferral Election Form.

The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed thirty (30) years. Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency. Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event. This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event. Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments. As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.

In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment. If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.

The right to a series of installment payments with respect to post-2004 deferrals under the Plan shall be treated as a right to a series of separate payments.

7.4. Death of Plan Participant. If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).

7.4.a. Optional Payment Method upon Death for Post-2004 Deferrals. With respect to post-2004 deferrals under the Plan, a Plan Participant may elect for his or her spouse Beneficiary to receive any remaining installment payments due the Plan Participant at his or her death if all four of the following conditions are met:

(i)

The spouse was married to the Plan Participant at the time of the Plan Participant’s death.

(ii)

The spouse was designated as the sole Beneficiary under the

Plan.

(iii)

At the time of the Plan Participant’s death, the timing and manner of distribution election in effect for such Plan Participant was one of the alternative payment methods described in Section 7.3 of the Plan.

(iv)

The Plan Participant had begun receiving installment payments described under Section 7.3 of the Plan at the time of his or her death.

An election under this Section 7.4.a must be made at least 12 months before the first scheduled payment under the Plan Participant’s current timing and manner of payment designation.

All installment payments made to a spouse Beneficiary under this section will be made under the same timing and manner of payment election made by the Plan Participant and in effect at the time of the Plan Participant’s death. No changes to the timing or manner of payment will be permitted.

If the spouse Beneficiary dies while there are still post-2004 account balances in the Plan, all remaining post-2004 account balances will be paid to the estate of the spouse Beneficiary as soon as administratively practicable, but in no event later than thirty (30) days from the date of the spouse Beneficiary’s death.

7.5. Disability of Plan Participant. In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’s Deferred Payment Accounts have been paid to him or her, such remaining amounts shall be paid in a lump sum to the Plan Participant.

7.6. Unforeseeable Emergency. If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lump sum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessary to satisfy the emergency need plus any taxes that may be owed on the payment. In the event the payment is less than the value of all of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after payment.

7.7. Modification or Revocation for Post-2004 Deferrals. A Plan Participant’s designation as to timing and manner of payments of post-2004 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. Such designation will not be effective for at least 12 months. To be valid the new designation must (i) be made at least 12 months before the first scheduled payment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment would otherwise have been made under the current designation. No other modification of the designation as to the timing or manner of

payment will be valid.

7.7.a. Special Transition Rule. Under U.S. Treasury transition relief that extends through December 31, 2008 (or such later date as may be included in further Treasury guidance) a Plan Participant may change the timing or manner of payment of post-2004 deferrals without regard to the limitations described in paragraph 7.7. A Plan Participant may not, however, change the timing of payment with respect to deferrals that would have been paid in the year that he or she uses the transition relief. Furthermore, a Plan Participant may not accelerate post-2004 deferrals into the year that he or she takes advantage of the transition relief.

7.8. Modification or Revocation for Pre-2005 Deferrals. A Plan Participant’s designation as to timing and manner of payments of pre-2005 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. However, any subsequent designation that would result in a change in the timing of a payment under the Plan or a change in the manner of payments under the Plan shall not be effective unless such subsequent designation is made not less than 12 months prior to the date of the first scheduled payment under the Plan. With respect to such pre-2005 deferrals, the Committee may, in its sole discretion, accelerate the payment of any pre-2005 deferral.

8. MISCELLANEOUS

8.1. Purchase of Underlying Shares. To the extent a Plan Participant’s Deferred Payment Account has been credited with Phantom Shares of a Fund other than the Fund responsible for payment of the compensation being deferred, a Fund may, but shall not be obligated to, purchase and maintain Class F-2 shares of such other Fund in amounts equal in value to such Phantom Shares.

8.2. Unsecured Promise to Pay. Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way. No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.

8.3. Withholding Taxes. The Administrator shall deduct, any federal, state or local taxes and other charges required by law to be withheld.

8.4. Statements. The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.

8.5. Assignment. No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.

8.6. Governing Law; Severability. The Plan shall be construed, governed and administered in accordance with the laws and regulations of the United States Treasury Department and the State of California. The Plan is subject to applicable law and regulation and, in the event of changes in such law or regulation, shall be construed and applied in a manner in which the intent of its terms and provisions are best preserved. In the event that one or more provisions of the Plan are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

8.7. Washington Management Corporation. Washington Management Corporation (“WMC”) provided services to the Washington Mutual Investors Fund, The Tax Exempt Fund of Maryland, and The Tax Exempt Fund of Virginia (collectively, the “WMC Funds”). WMC became a wholly-owned subsidiary of CRMC, effective as of December 21, 2012, and ceased to provide services to the WMC Funds after September 1, 2014.

The WMC Funds maintained the Deferred Compensation Plan for Independent Board Members of the WMC Funds (the “WMC Plan”). Effective as of March 21, 2013, each WMC Fund, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), merged the WMC Plan into, and adopted, the Plan.

The terms of the Plan shall govern amounts deferred under the WMC Plan, provided that, in the case of a former participant in the WMC Plan, a reference to the terms of the Plan in effect on January 1, 2004 shall be deemed a reference to the terms of the WMC Plan in effect on January 1, 2004. The timing and form of payments of amounts deferred under the WMC Plan as well as elections to defer made under the terms of the WMC Plan shall not be affected by the merger. The terms of this Plan and the merger of the WMC Plan into the Plan are intended to comply with section 409A of the Code.

I am a participant in the Deferred Compensation Plan and I wish my compensation from Board service to all funds deferred as follows:

I elect to defer the following portion of my compensation from the Participating Funds and designated above:^[1]

· Compensation as an Independent Board Member: _______%

· Compensation as an Independent Board Member excluding money market funds (MMF and CCF): _______%

I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan. Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.

I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:

q The date on which I am no longer an Independent Board Member of any fund managed by CRMC; or

q The following date which is objectively determinable at the time my compensation is deferred and is at least twenty-four months past the date of the first deferral election made by me (cannot be an “event”):

________________________________________________________

I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):

q In a single lump sum payment;

q In annual q In quarterly variable dollar installment payments over a period of

q 5 years q 10 years q 15 years q years (not to exceed 30);

q In annual q In quarterly fixed dollar payments of $___________each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.

AND (for multiple payments)

q Applicable to Post-2004 deferrals only; continue any remaining installment payments due at my death to my surviving spouse beneficiary per the conditions stated in section 7.4.a of the Plan. Absent this election, post-2004 deferrals will be paid in a lump sum at death.

________________________________________________________________

Name (please print)

___________________________

Date

______________________________________________________________________

Signature

___________________________

SSN or ITIN

I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan.

Primary Beneficiary(ies):

1. Name:______________________________________ % Share:_____________________

Address:__________________________________________________________________

Relationship:______________________________________________________________

Date of Birth:___________________ Social Security #:_____________________

Trust Name and Date (if beneficiary is a trust):_________________________________

Trustee of Trust:____________________________________________________________

2. Name:______________________________________ % Share:_____________________

Address:__________________________________________________________________

Relationship:______________________________________________________________

Date of Birth:___________________ Social Security #:_____________________

Trust Name and Date (if beneficiary is a trust):_________________________________

Trustee of Trust:____________________________________________________________

Contingent Beneficiary(ies):