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**DEFERRED COMPENSATION PLAN**

(Amended and restated, effective as of March21, 2013)

 

**TABLE OF CONTENTS**

 

| Paragraph Title                                     |                                                                    |   | Page No |
|-----------------------------------------------------|-------------------------------------------------------------------------|--------|---------|
| **Definitions**                                     | **1**                                                                   |
| **Introduction**                                    | **4**                                                                   |
|                                                |                                                                    |   |    |
| **3. Plan Oversight; Administration and Amendment** | **4**                                                                   |
| 3.1.                                                | Plan Oversight and Operation                                            | 4      |
| 3.2.                                                | Plan Interpretation and Administration                                  | 4      |
| 3.3.                                                | Plan Amendment                                                          | 4      |
| 3.4.                                                | Plan Termination                                                        | 4      |
|                                                |                                                                    |   |    |
| **4. Election to Defer Payments**                   | **4**                                                                   |
| 4.1.                                                | Election to Defer                                                       | 4      |
| 4.2.                                                | Current Independent Board Members                                       | 5      |
| 4.2.a.                                              | Newly Elected or Appointed Independent Board Members                    | 5      |
| 4.3.                                                | Modification or Revocation of Election to Defer                         | 5      |
|                                                |                                                                    |   |    |
| **5. Beneficiary Designation**                      | **5**                                                                   |
|                                                |                                                                    |   |    |
| **6. Deferred Payment Account**                     | **5**                                                                   |
| 6.1.                                                | Crediting Amounts                                                       | 5      |
| 6.2.                                                | Change of Investment Designation                                        | 6      |
| 6.3.                                                | Exchange Requests                                                       | 6      |
| 6.4.                                                | Plan Participants Serving on Money Market Fund Boards                   | 6      |
| 6.5.                                                | Plan Participant Electing Installment Payout Option under Section 7.4.a | 6      |
|                                                |                                                                    |   |    |
| **7. Timing and Manner of Payments**                | **7**                                                                   |
| 7.1.                                                | Timing of Payments                                                      | 7      |
| 7.2.                                                | Manner of Payment – Lump Sum                                      | 7      |
| 7.3.                                                | Alternative Payment Methods                                             | 7      |
| 7.4.                                                | Death of Plan Participant                                               | 8      |
| 7.4.a                                               | Optional Payment Method upon Death for Post-2004 Deferrals              | 8      |
| 7.5.                                                | Disability of Plan Participant                                          | 8      |
| 7.6.                                                | Unforeseeable Emergency                                                 | 8      |
| 7.7.                                                | Modification or Revocation for Post-2004 Deferrals                      | 9      |
| 7.7.a.                                              | Special Transition Rule                                                 | 9      |
| 7.8.                                                | Modification or Revocation for Pre-2005 Deferrals                       | 9      |
|                                                |                                                                    |   |    |
| **8. Miscellaneous**                                | **9**                                                                   |

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**Exhibits A through D**

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**1.                 DEFINITIONS**

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1.1.	Administrator.An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwiseassist 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 Committeeto receive the amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may designatea Primary Beneficiary(ies) to receive amounts payable under the Plan upon the Plan Participant’s death. A Plan Participantmay also name a Contingent Beneficiary(ies) to receive amounts payable under the Plan upon the Participant’s deathif 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 minimumof three members, each currently serving as an Independent Board Member of at least one Fund. Each Fund, by the affirmative voteof at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initialmembers of the Committee. Thereafter, the Committee shall determine its membership by majority vote.

 

1.5.	CRMC. CapitalResearch and Management Company.

 

1.6.	Date of Crediting.

                    (i)                     Withrespect to a retainer deferred by a Plan Participant, the Date of Crediting is the first day of the period to which the retainerrelates.

                   (ii)                    With respectto a meeting fee deferred by a Plan Participant, the Date of Crediting is July 1 for meetings held January through June 30, and(as administratively practicable) in late-December for meetings held July through December.

                  (iii)                   If any Date ofCrediting falls on a Saturday, Sunday or federal holiday, the Date of Crediting will be the first business day following such Saturday,Sunday or federal holiday.

 

1.7.	Deferred PaymentAccount(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.

  

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 medicallydeterminable physical or mental impairment which can be expected to result in death or can be expected to last for a continuousperiod of not less than 12 months.

 

1.9.	Exhibit A (“Listof Participating Funds”). List of mutual funds managed by CRMC that have adopted the Plan.

 

1.10.	Exhibit B (“DeferralElection 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. Notwithstandingthe foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before orwithin 30 days after first becoming an Independent Board Member.

 

1.11.	Exhibit C (“BeneficiaryDesignation Form”). A form indicating the beneficiary designations of a Plan Participant.

 

1.12.	Exhibit D (“Rateof Return Election Form”). A form indicating the percentages of deferrals allocated to each Fund.

 

1.13.	Fixed DollarInstallment Method. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasonsof death, Disability or Unforeseeable Emergency. The amount of each installment shall equal the fixed dollar amount previouslyselected by the Plan Participant on Exhibit B. A Plan Participant’s Deferred Payment Account subject to the Fixed DollarInstallment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares ofeach Fund credited to the Deferred Payment Account using the net asset values per Class A share as of the last day of the calendarquarter immediately preceding the date of payment. These reductions shall occur proportionately so that, with respect to each suchFund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the samebefore and after each installment payment.

 

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

 

1.15.	Independent BoardMember(s). Directors or trustees, and as applicable, advisory board members and director or trustee emeriti who are not considered“interested persons” of any mutual fund managed by CRMC under the Investment Company Act of 1940 and listed in ExhibitA.

 

1.16	Money Market Fund.A mutual fund managed by CRMC that invests solely in money market instruments and seeks to maintaina constant net asset value.

 

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

 

1.18.	Phantom Shares.Fictional shares of the Fund(s) that a Plan Participant has selected in Exhibit D that have been credited to his or her DeferredPayment Account(s). Phantom Shares shall have the same economic characteristics as actual Class A shares in terms of mirroringchanges in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gainsdistributions). However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters ofany sort, including those affecting the Funds.

 

1.19.	Plan or DeferredCompensation Plan. The deferred compensation plan adopted by the Funds listed in Exhibit A.

 

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

 

1.21.	UnforeseeableEmergency. The following events may constitute an Unforeseeable Emergency under the Plan: (i) severe financial hardship ofthe 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 Participantor 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 compensationby insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets wouldnot itself cause an Unforeseeable Emergency).

 

1.22.	Variable DollarInstallment Method. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasonsof death, Disability or Unforeseeable Emergency. The amount of each installment shall be determined for a Deferred Payment Accountby multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numeratorof which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installmentthen to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per Class A 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 PaymentAccount subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducingthe number of Phantom Shares of each Fund credited to the Deferred Payment Account. These reductions shall occur proportionatelyso that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the DeferredPayment Account shall remain the same before and after each installment payment. For this purpose, net asset values per Class Ashare as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- andpost-payment values.

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**2.                 INTRODUCTION**

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With effect on January 1,2005, each mutual fund managed by CRMC and listed in Exhibit A has adopted, by the affirmative vote of at least a majority of itsBoard (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for IndependentBoard Members.

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**3.                 PLAN OVERSIGHT; INTERPRETATION AND AMENDMENT**

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

 

3.2.	Plan Interpretationand 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 anyPlan Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and non-discriminatory mannerand 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 rightof Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each IndependentBoard Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’sconsideration of such amendment. Upon receipt of such notification, an Independent Board Member may communicate to the Committeefor 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 adverselyaffect 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 retainer and/or meetingfees, including board and committee meeting fees, deferred as provided herein. An Independent Board Member who elects to participatein the Plan shall file copies of Exhibits B, C and D with the Administrator. An Independent Board Member will not be treated asa Plan Participant and no amount will be deferred under the Plan until Exhibits B, C and D are received by the Administrator anddetermined by the Administrator to be complete and in good order.

 

4.2.	Current IndependentBoard Members. A deferral election made by a Plan Participant who timely files Exhibits B, C and D with the Administrator shallbecome effective and apply with respect to retainers and meeting fees earned during the calendar year following the filing of thedeferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan. Duringthe period from such filing and prior to the effectiveness of such election, the most recently filed and effective Exhibit B shallapply to all amounts payable to the Plan Participant under the Plan.

 

4.2.a.	NewlyElected or Appointed Independent Board Members. Any person who is first elected or appointed an Independent Board Member ofthe Fund during a calendar year and who timely files Exhibits B, C and D with the Administrator may elect to defer any unpaid portionof (i) the retainer applicable to such calendar year and (ii) the fees for future meetings during such calendar year. Unless revokedor modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for eachsubsequent calendar year after the year of the deferral election.

 

4.3.	Modification orRevocation 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 subsequentcalendar year (until modified or revoked in accordance with the Plan), by filing a new Exhibit B with the Administrator prior tothe beginning of such next calendar year.

  

**5.                 BENEFICIARY DESIGNATION**

 

Each Plan Participant shalldesignate in Exhibit C the Primary and, if applicable, Contingent Beneficiary(ies) he or she desires to receive amounts payableunder the Plan in the event of the Plan Participant’s death. A Plan Participant may from time to time change his or her designatedPrimary or Contingent Beneficiary(ies) without the consent of such Beneficiary(ies) by filing a new Exhibit C with the Administrator.

 

At the time of death of aPlan 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 survivingspouse shall be the Beneficiary. If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.

 

**6.                 DEFERRED PAYMENT ACCOUNT**

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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 creditingearnings, by filing Exhibit D with the Administrator. Any compensation deferred by a Plan Participant shall be credited tohis or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of theFund(s) that the Plan Participant has selected.

 

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

 

6.2.	Change of InvestmentDesignation. A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensationis invested through the participant website or by filing a revised Exhibit D with, or by telephoning, the Administrator. The Administratorwill confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone. Any changeof investment designation shall be effective only with respect to retainers and meeting fees 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 ofone or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relativenet asset values per Class A share next determined. The Administrator will confirm promptly in writing to the Plan Participantany exchange request made by telephone. An exchange request will be effective after receipt of such request. If a request is receivedafter the close of the New York Stock Exchange, the exchange will be effective on the next business day. An exchange request mayrelate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar yearfor all amounts credited under this Plan to any one Plan Participant. For purposes of this limitation, all exchange requests receivedin one day shall be treated as one exchange request.

 

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

 

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

 

6.5.a.	AlternativeInstructions 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 AmericanFunds Target Date Retirement Fund as provided for in Section 6.5. A Plan Participant may change instructions provided under thisSection 6.5.a. no more than 12 times each calendar year. To be effective, such instructions must be received by the Administratorprior 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 accordancewith 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 determinedby multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred PaymentAccount subject to the Permissible Payment Event, by the net asset value per Class A share of such Fund(s) as of the date of thePermissible Payment Event.

 

The payment shall be madeto the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of thePermissible Payment Event.

 

7.3.	Alternative PaymentMethods. 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 Participantin Exhibit B.

 

The Plan Participant mayelect 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 UnforeseeableEmergency. Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarterthat contains the Permissible Payment Event. This first payment shall be made to the Plan Participant as soon as administrativelypracticable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the PermissiblePayment Event. Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistentwith the Plan Participant’s election of either quarterly or annual installments. As of December 31, 2006, Plan Participantsreceiving payments under either one of the alternative payment methods will continue to receive payments under the payment scheduleexisting on that date.

 

In no event shall a paymentunder the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Accountas of the last day of the calendar quarter immediately preceding the date of payment. If any balance credited to a Plan Participant’sDeferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, thensuch 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 ofinstallment 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 PlanParticipant. If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have beenpaid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).

 

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

 

 

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

 

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

 

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

 

7.5.	Disability ofPlan Participant. In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’sDeferred 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.	UnforeseeableEmergency. If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lumpsum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessaryto satisfy the emergency need plus any taxes that may be owed on the payment. In the event the payment is less than the value ofall of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately sothat, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred PaymentAccount shall remain the same before and after payment.

 

7.7.	Modification orRevocation for Post-2004 Deferrals. A Plan Participant’s designation as to timing and manner of payments of post-2004deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. Such designation willnot be effective for at least 12 months. To be valid the new designation must (i) be made at least 12 months before the first scheduledpayment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment wouldotherwise have been made under the current designation. No other modification of the designation as to the timing or manner ofpayment will be valid.

 

7.7.a.	SpecialTransition Rule. Under U.S. Treasury transition relief that extends through December 31, 2008 (or such later date as may beincluded in further Treasury guidance) a Plan Participant may change the timing or manner of payment of post-2004 deferrals withoutregard to the limitations described in paragraph 7.7. A Plan Participant may not, however, change thetiming 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 orRevocation for Pre-2005 Deferrals. A Plan Participant’s designation as to timing and manner of payments of pre-2005 deferralsunder the Plan may be modified or revoked by filing a written election with the Administrator. However, any subsequent designationthat 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 shallnot be effective unless such subsequent designation is made not less than 12 months prior to the date of the first scheduled paymentunder the Plan. With respect to such pre-2005 deferrals, the Committee may, in its sole discretion, accelerate the payment of anypre-2005 deferral.

  

**8.	MISCELLANEOUS**

 

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

 

8.2.	Unsecured Promiseto Pay. Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by anynote 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 begeneral 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 hisor 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 exceptby 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 regulationsof 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 termsand provisions are best preserved. In the event that one or more provisions of the Plan are held invalid, illegal or unenforceablein any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability ofsuch provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in anyway be affected or impaired.

 

8.7.           Washington Management Corporation. Washington Management Corporation (“WMC”) provides services to the WashingtonMutual 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.

 

The WMC Funds maintainedthe Deferred Compensation Plan for Independent Board Members of the WMC Funds (the “WMC Plan”). Effective as of March21, 2013, each WMC Fund, by the affirmative vote of at least a majority of its Board (including a majority of its Board memberswho are not interested persons of the mutual fund), merged the WMC Plan into, and adopted, the Plan.

 

The terms of the Plan shallgovern amounts deferred under the WMC Plan, provided that, in the case of a former participant in the WMC Plan, a reference tothe 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 January1, 2004. The timing and form of payments of amounts deferred under the WMC Plan as well as elections to defer made under the termsof 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 intendedto comply with section 409A of the Code.

 

 

 

 

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