**AMERICANFUNDS TARGET DATE RETIREMENT SERIES**

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**AMENDEDAND RESTATED MULTIPLE****CLASS PLAN**

 

 

WHEREAS, American Funds TargetDate Retirement Series (the “Series”), a Delaware statutory trust is registered under theInvestment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that consistsof a series of funds set forth on Exhibit A (each a “Fund” and collectively the “Funds”)and may offer additional series of funds in the future;

 

WHEREAS, each Fund offersshares of beneficial interest;

 

WHEREAS, American Funds Distributors,Inc. (the “Distributor”) serves as the principal underwriter for the Series;

 

WHEREAS, the Series has adoptedPlans of Distribution (each a “12b-1 Plan”) under which each Fund may bear expenses of distribution and servicing ofits shares, including payments to and/or reimbursement of certain expenses incurred by the Distributor in connection with its distributionof each Fund’s shares;

 

WHEREAS, the Series has enteredinto an Amended and Restated Shareholder Services Agreement with American Funds Service Company under which each Fund may bearcertain transfer agency expenses for its shares;

 

WHEREAS, each Fund is authorizedto issue the following classes of shares of beneficial interest: Class A shares; Class B shares; Class C shares; Class F-1 sharesand Class F-2 shares (together, “Class F shares”); Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4shares, Class R-5 shares, and Class R-6 shares (Class R-1, R-2, R-3, R-4, R-5 and R-6 shares collectively the “Class R shares”);

 

WHEREAS, Rule 18f-3 underthe 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interestsin the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan (the “Plan”)setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges;and

 

WHEREAS, the Board of Trusteesof the Series has determined, that it is in the best interest of each class of shares of each Fund individually, and the Seriesas a whole, to adopt this amended and restated Plan;

 

NOW THEREFORE, the Seriesadopts the Plan as follows:

 

1.	Each class of shareswill represent interests in the same portfolio of investments of each Fund, and be identical in all respects to each other class,except as set forth below. The differences among the various classes of shares of the Funds will relate to: (i) distribution,service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of sharesto vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on mattersfor which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligibleinvestors, (b) the designation of each class of shares, (c) conversion features, and

(d) exchange privileges each as may beset forth in the Series’ prospectus and statement of additional information (“SAI”), as the same may be amendedor supplemented from time to time.

 

2.	(a)	Certain expensesmay be attributable to a Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on thebasis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviseror other provider of services to the Series and the Funds may waive or reimburse the expenses of a specific class or classes tothe extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.

 

(b)	A class of sharesmay be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associatedwith any rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan;(ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholderservicing fees attributable to such class.

 

(c)	Any additional incrementalexpenses not specifically identified above that are subsequently identified and determined to be applied properly to one classof shares of a Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Trustees of the Series;and (ii) those Trustees of the Series who are not “interested persons” of the Series (as defined in the 1940 Act) (“IndependentTrustees”).

 

3.	Consistent with thegeneral provisions of section 2(b), above, each class of shares of each Fund shall differ in the amount of, and the manner in whichcosts are borne by shareholders as follows:

 

(a)	Class A shares

 

(i)	ClassA shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge butsubject to a contingent deferred sales charge (“CDSC”), and at net asset value without any sales charge, as set forthin the Series’ prospectus and SAI.

 

(ii)	Class A shares shall be subjectto an annual distribution expense under the Series’ Class A Plan of Distribution of up to 0.30% of average daily net assets,as set forth in the Series’ prospectus, SAI, and Plan of Distribution. This expense consists of a service fee of up to 0.25%plus certain other distribution costs.

 

(iii)	Class A shares shall be subjectto a transfer agent fee according to the Shareholder Services Agreement between the Series and its transfer agent. In calculatingtransfer agent fees allocable to the Class A shares, transfer agent and third party pass-through fees (e.g. sub-transfer agent,DST and NSCC) shall be charged to the applicable Fund and allocated to the Class A shares of the Series based on their aggregatenet assets relative to those of the Class B and Class C shares of the Series.

 

 

(b)	Class B shares

 

(i)	Class B shares shall be soldat net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Series’prospectus and SAI.

 

(ii)	Class B shares shall be subjectto an annual 12b-1 expense under the Series’ Class B Plan of Distribution of up to 1.00% of average daily net assets,as set forth in the Series’ prospectus, SAI, and Class B Plan of Distribution. This expense shall consist of a distributionfee of 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)	Class B shares shall be subjectto a transfer agent fee according to the Shareholder Services Agreement between the Series and its transfer agent. In calculatingtransfer agent fees allocable to the Class B shares, transfer agent and third party pass-through fees (e.g. sub-transfer agent,DST and NSCC) shall be charged to the applicable Fund and allocated to the Class B shares of the Series based on their aggregatenet assets relative to those of the Class A and Class C shares of the Series.

 

(iv)	Class B shares will automaticallyconvert to Class A shares of a Fund approximately eight years after purchase, subject to the limitations described in the Series’prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shareswithout the imposition of any sales load or other charge.

 

(v) Class B shares shall be subjectto a fee (included within the transfer agency expense) for additional costs associated with tracking the age of each Class B share.

 

(c)	Class C shares

 

(i)	Class C shares shall be soldat net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Series’prospectus and SAI.

 

(ii)	Class C shares shall be subjectto an annual 12b-1 expense under the Series’ Class C Plan of Distribution of up to 1.00% of average daily net assets, asset forth in the Series’ prospectus, SAI, and Class C Plan of Distribution. This expense shall consist of a distributionfee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)	Class C shares shall be subjectto a transfer agent fee according to the Shareholder Services Agreement between the Series and its transfer agent. In calculatingtransfer agent fees allocable to the Class C shares, transfer agent and third party pass-through fees (e.g. sub-transfer agent,DST and NSCC) shall be charged to the applicable Fund and allocated to the Class C shares of the Series based on their aggregatenet assets relative to those of the Class A and Class B shares of the Series.

 

(iv)	Class C shares will automaticallyconvert to Class F-1 shares of a Fund approximately ten years after purchase, subject to the limitations described in the Series’prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shareswithout the imposition of any sales load or other charge.

 

(v)	Class C shares shall be subjectto a fee, if any, (included within the transfer agency expense) for additional costs associated with tracking the age of each ClassC share.

 

 

(i)	The Class F shares shall besold at net asset value without a front-end or back-end sales charge.

 

(ii)	Class F-1 shares shall besubject to an annual 12b-1 expense under the Series’ Class F-1 Plan of Distribution of up to 0.50% of average daily net assets,as set forth in the Series’ prospectus, SAI, and Class F-1 Plan of Distribution. This expense shall consist of a distributionfee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)	Class F-2 shares shall notbe subject to an annual 12b-1 expense.

 

(iv)	The Class F shares shall besubject to a transfer agent fee according to the Shareholder Services Agreement between the Series and its transfer agent. Eachof the Class F share classes of the Series will pay only those transfer agent fees and third party pass-through fees (e.g., sub-transferagent, DST and NSCC) that are directly attributed to accounts of and activities generated by its own share class. 

 

 

 

(i)	The Class R shares shall besold at net asset value without a front-end or back-end sales charge.

 

(ii)	Class R-1 shares shall besubject to an annual 12b-1 expense under the Series’ Class R-1 Plan of Distribution of up to 1.00% of average daily net assets,as set forth in the Series’ prospectus, SAI, and Class R-1 Plan of Distribution. This expense shall consist of a distributionfee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii)	Class R-2 shares shall besubject to an annual 12b-1 expense under the Series’ Class R-2 Plan of Distribution of up to 1.00% of average daily net assets,as set forth in the Series’ prospectus, SAI, and Class R-2 Plan of Distribution. This expense shall consist of a distributionfee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iv)	Class R-3 shares shall besubject to an annual 12b-1 expense under the Series’ Class R-3 Plan of Distribution of up to 0.75% of average daily net assets,as set forth in the Series’ prospectus, SAI, and Class R-3 Plan of Distribution. This expense shall consist of a distributionfee of up to 0.50% and a service fee of up to 0.25% of such average daily net assets.

 

(v)	Class R-4 shares shall be subjectto an annual 12b-1 expense under the Series’ Class R-4 Plan of Distribution of up to 0.50% of average daily net assets, asset forth in the Series’ prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distributionfee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

 

(vii)	Class R-6 shares shall notbe subject to an annual 12b-1 expense.

 

(viii)	The Class R shares shallbe subject to a transfer agent fee according to the Shareholder Services Agreement between the Series and its transfer agent. Eachof the Class R share classes of the Series will pay only those transfer agent fees and third party pass-through fees (*e.g.*,sub-transfer agent, DST and NSCC) that are directly attributed to accounts of and activities generated by its own share class.

 

(ix)	The Class R-2 and Class R-3shares may be subject to additional sub-transfer agent fees paid to third parties providing services to Fund shareholders in thoseshare classes. These fees will be charged directly to the share class incurring the expense.

 

All other rights and privilegesof each Fund’s shareholders are identical regardless of which class of shares is held.

 

4.	This Plan shall nottake effect until it has been approved by votes of the majority of both (i) the Board of Trustees of the Series and (ii) the IndependentTrustees. The effective dates of this Agreement with respect to the Funds are set forth on Exhibit A.

 

5.	This Plan shall becomeeffective with respect to any class of shares of the Funds in the Series (or any class of shares ofany Fund added to the Series in the future), other than Class A, Class B, Class C, Class F-1, Class F-2, Class R-1,Class R-2, Class R-3, Class R-4, Class R-5, or Class R-6, shares upon the commencement of the initial public offering thereof (providedthat the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Boardof Trustees of the Series; and (ii) Independent Trustees prior to the offering of such additional class of shares), and shallcontinue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7. An addendumsetting forth such specific and different terms of such additional class or classes shall be attached to and made part of thisPlan.

 

6.	No material amendmentto the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Trustees of the Seriesand (ii) Independent Trustees.

 

7.	This Plan may be terminatedat any time with respect to the Funds as a whole or any class of shares individually, by the votes of the majority of both (i)the Board of Trustees of the Series and (ii) Independent Trustees. This Plan may remain in effect with respect to a particularclass or classes of shares of the Funds even if it has been terminated in accordance with this paragraph with respect to any otherclass of shares.

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the Series has caused thisPlan to be executed by its officers thereunto duly authorized, as of January 1, 2014.

 

AMERICANFUNDS TARGET DATE

RETIREMENTSERIES

 

 

 

By:	/s/ Michael J.Downer	

Michael J. Downer

President and

Principal Executive Officer

 

 

 

By:	/s/ Steven I.Koszalka	

Steven I. Koszalka

Secretary

**EXHIBIT A**

**to the**

**Amended and Restated Multiple Class Plan**

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