**PLAN OF DISTRIBUTION**

**of**

**AMERICANFUNDS TARGET DATE RETIREMENT SERIES******

**relating to its**

**CLASS B SHARES**

 

	WHEREAS, AMERICAN FUNDSTARGET DATE RETIREMENT SERIES (the “Trust”) is a Delaware statutory trust which consists of funds set forth on ExhibitA (each a “Fund” and collectively the “Funds”) and may offer additional seriesof funds in the future;

 

WHEREAS,each Fund offers shares of beneficial interest;

 

WHEREAS, American Funds Distributors,Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referredto as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust andDistributor are parties to a principal underwriting agreement (the “Agreement”);

 

WHEREAS, the purpose of thisPlan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its ClassB shares; and

 

WHEREAS, the Board of Trusteesof the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;

 

NOW, THEREFORE, the Trustadopts this Plan as follows:

 

1.	**Payments to Distributor.**The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the averagedaily net assets of each Fund’s Class B shares. Notwithstanding the foregoing, the Distributor will retain the ShareholderServicing Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealerother than the Distributor has been assigned. The categories of expenses are as follows:

 

**a.	Service Fees.** The Trust shall payto the Distributor monthly in arrears a shareholder servicing fee (the “Shareholder Servicing Fee”) at the rate of0.25% per annum on each Fund’s Class B shares outstanding for less than one year. The Fund shall also pay to the Distributorquarterly a Shareholder Servicing Fee at the rate of 0.25% per annum on Class B shares that are outstanding for one year ormore. The Shareholder Servicing Fee is designed to compensate the Distributor for paying Service Fees to broker-dealers with whomthe Distributor has an agreement.

 

**b.	Distribution Fees.** The Trust shallpay to the Distributor monthly in arrears its “Allocable Portion” (as described in Exhibit B to this Plan (“AllocationSchedule”), and until such time as the Trust designates a successor to AFD as distributor, the Allocable Portion shall equal100%) of a fee (the “Distribution Fee”), which shall accrue each day in an amount equal to the product of (A) the dailyequivalent of 0.75% per annum multiplied by (B) the net asset value of each Fund’s Class B shares outstanding on each day.

The Distributor may sell andassign its right to its Allocable Portion (but not its obligations to the Trust under the Agreement) of the Distribution Fee toa third party, and such transfer shall be free and clear of offsets or claims the Trust may have against the Distributor, it beingunderstood that the Trust is not releasing the Distributor from any of its obligations to the Trust under the Agreement or anyof the assets the Distributor continues to own. The Trust may agree, at the request of the Distributor, to pay the Allocable Portionof the Distribution Fee directly to the third party transferee.

 

Any agreement between theTrust and the Distributor relating to each Fund’s Class B shares shall provide that:

 

 

 

 

 

 

 

 

 

sales charge, CDSC or other similarcharges borne directly or indirectly by the holders of such shares; provided that

 

 

 

Notwithstanding the foregoing,the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to whicha broker-dealer other than the Distributor has been assigned.

 

2.	**Approval by theBoard.** This Plan shall not take effect until it has been approved, together with any related agreement, by votes of themajority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons”of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or anyagreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of votingon this Plan and/or such agreement.

 

	3.	**Review of Expenditures.**At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid orpayable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amountsexpended pursuant to this Plan and the purposes for which such expenditures were made.

 

4.	**Termination ofPlan.** This Plan may be terminated as to each Fund’s Class B shares at any time by vote of a majority of theIndependent Trustees, or by vote of a majority of the outstanding Class B shares of each Fund. Unless sooner terminated in accordancewith this provision, this Plan shall continue in effect until December 31, 2014. It may thereafter be continued from year to yearin the manner provided for in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds areset forth on Exhibit A.

 

Notwithstanding the foregoingor paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive itsAllocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as describedin paragraph 1 above.

 

5.	**Requirements ofAgreement.**Any agreement related to this Plan shall be in writing, and shall provide:

 

a. that suchagreement may be terminated as to the Trust at any time, without payment of any penalty by the vote of a majority of the

Independent Trustees or by a voteof a majority of the outstanding Class B shares of each Fund, on not more than sixty (60) days’ written notice to anyother party to the agreement; and

 

 

6.	**Amendment.**This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided forin paragraph 1 hereof with respect to the Class B shares of each Fund unless such amendment is approved by vote of a majority ofthe outstanding voting securities of the Class B shares of each Fund and as provided in paragraph 2 hereof, and no other materialamendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

 

7.	**Nomination ofTrustees.**While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to thediscretion of the Independent Trustees of the Trust.

 

8.	**Issuance of AdditionalSeries of Funds.**This Plan shall apply to any additional funds added to the Trust that offer Class B shares unless theTrust’s Independent Trustees otherwise provide.

 

9.	**Record Retention.**The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereoffor not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2)years of which such records shall be stored in an easily accessible place.

 

IN WITNESS WHEREOF, the Trusthas caused this Plan to be executed by its officers thereunto duly authorized, as of January 1, 2014.

 

 

AMERICAN FUNDStarget date retirement SERIES

 

 

 

 

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**

**Plan of Distribution of American Funds TargetDate Retirement Series**

**relating to its Class B shares**

** **

** **

** **

**EXHIBIT B**

**to the**

**Plan of Distribution of**

**AmericanFunds TARGET DATE RETIREMENT SERIES**

**relating to its Class B shares**

 

 

ALLOCATION SCHEDULE

 

 

The following relates solelyto Class B shares.

 

The Distributor’sAllocable Portion of Distribution Fees and CDSCs in respect of Class B shares of each Fund shall be 100% until such time asthe Distributor shall cease to serve as exclusive distributor of Class B shares; thereafter, collections that constitute CDSCsand Distribution Fees relating to Class B shares shall be allocated among the Distributor and any successor distributor (“SuccessorDistributor”) in accordance with this Schedule.

 

Defined terms used in thisSchedule 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 meaningsindicated:

 

“Commission Share”means each B share issued under circumstances which would normally give rise to an obligation of the holder of such share to paya CDSC upon redemption of such share (including, without limitation, any B 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 redemptionin connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may haveexpired or conditions for waivers thereof may exist.

 

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

 

“Free Share”means, in respect of a Fund, each B share of the Fund, other than a Commission Share (including, without limitation, any B shareissued 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.

“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 omnibusaccount (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of theClass B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Sharessold 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 B SHARES

 

Class B shares that areoutstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the followingrules;

 

(1)	Commission Sharesother than Omnibus Shares:

 

(a)	CommissionShares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-OmnibusCommission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and onor prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.

 

(b)	Non-OmnibusCommission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of OriginalIssuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fundand on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.

 

(c)	A Non-OmnibusCommission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus CommissionShare of another fund (the “Redeeming Fund”) in connection with a permitted free exchange, is deemed to havea 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 Issuancein accordance with rules (a) and (b) above.

 

(2) 	Free Shares:

 

Free Shares that are notOmnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributoror a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstandingon such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determinethat 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 Fundoutstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportionthat the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; providedthat if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date ofOriginal 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 Relatedto the Redemption of Non-Omnibus Commission Shares:

 

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

 

(2)	CDSCs Relatedto the Redemption of Omnibus Shares:

 

CDSCs in respect of theredemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCsrelated to the redemption of Commission Shares are allocated to each thereof; provided, that if the Distributor reasonablydetermines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the OmnibusShares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any SuccessorDistributor 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 DistributionFee remains constant over time so that Part IV hereof does not become operative:

 

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

 

A + C)/2 

(B + D)/2

 

where:

 

 

 

 

(2)	If the Distributorreasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net AssetValue of the Commission Shares (or all Class B shares if available) of a Fund among the Distributor and any Successor Distributorin a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accruedin respect of all such Class B shares of a Fund during a particular calendar month will be allocated to the Distributor or a SuccessorDistributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

 

 

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

 

The parties to the DistributionAgreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the ConductRules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this DistributionAgreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had nosuch change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s AllocablePortion in respect of the Class B 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 dateof any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the Conduct Rules,they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Associationand the decision reached by the arbitrator shall be final and binding on each of them.

 

 

**PLAN OF DISTRIBUTION**

**of**

**Americanfunds target date retirement series**

**relating to its**

**CLASS C SHARES**

 

 

WHEREAS, Americanfunds target date retirement series (the “Trust”) is a Delaware statutory trust which consists of a series offunds set forth on Exhibit A (each a “Fund” and collectively the “Funds”) and may offer additional seriesof funds in the future;

 

WHEREAS, each Fund offersshares of beneficial interest;

 

WHEREAS, American Funds Distributors,Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referredto as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust andDistributor are parties to a principal underwriting agreement (the “Agreement”);

 

WHEREAS, the purpose of thisPlan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its ClassC shares; and

 

WHEREAS, the Board of Trusteesof the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;

 

NOW, THEREFORE, the Trustadopts this Plan as follows:

 

	1.	**Payments to Distributor.**The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the averagedaily net assets of each Fund’s Class C shares. The categories of expenses are as follows:

 

**a.	Service Fees.** The Trustshall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shallaccrue daily in an amount equal to the daily equivalent of 0.25% per annum of the net asset value of each Fund’s Class Cshares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including ServiceFees to others in respect of Class C shares of each Fund.

 

**b.	Distribution Fees.** TheTrust shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” (as describedin Exhibit B to this Plan) (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD asdistributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily inan amount equal to the daily equivalent of 0.75% per annum of the net asset value of each Fund’s Class C shares outstandingon each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respectof Class C shares of each Fund. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholderservices.

 

	The Distributor may selland assign its right to its Allocable Portion (but not its obligations to the Trust under the Agreement) of the Distribution Feeto a third party, and such transfer shall be free and clear of offsets or claims the Trust may have against the Distributor, itbeing understood that the Trust is not releasing the Distributor from any of its obligations to the Trust under the Agreement orany of the assets the Distributor continues to own. The Trust may agree, at the request of the Distributor, to pay the AllocablePortion of the Distribution Fee directly to the third party transferee.

 

Any agreement between theTrust and the Distributor relating to each Fund’s Class C shares shall provide that:

 

	(i)	theDistributor will be deemed to have performed all services required to be performed in order to be entitled to receive its AllocablePortion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule)upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s AllocablePortion of the Distribution Fee;

 

	(ii)	notwithstandinganything to the contrary in this Plan or the Agreement, the Trust’s obligation to pay the Distributor its Allocable Portionof the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable tothe conversion of the Class C shares into shares of another class) for any reason (including a termination of this Plan orthe Agreement between such Distributor and the Trust) except:

 

	(a)	tothe extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations underthe 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicialdecisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributoror generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or madeafter January 1, 2014.

 

	(b)	ona basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to CommissionShares of the Funds, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoptionof such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributedto the Distributor under the Allocation Schedule with reference to such Commission Shares, or

 

	(c)	inconnection with a Complete Termination (as defined below) of this Plan by the Trust;

 

	(iii)	theTrust will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the ClassC shares, the Date of Original Issuance of which occurs on or prior to the taking of such

action except as provided in theTrust’s prospectus or statement of additional information on the date such Commission Share was issued, without the consentof the Distributor or its assigns;

 

	(iv)	notwithstandinganything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriterof the Class C shares of each Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’sright to its Allocable Portion of the CDSCs in respect of Class C shares of the Funds;

 

	(v)	exceptas provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Trust’s obligationto pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class C shares ofthe Funds shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever,at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor;and

 

	(vi)	untilthe Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class C shares of a Fund, the Fundwill not adopt a plan of liquidation in respect of the Class C shares without the consent of the Distributor and its assigns. Forpurposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class C shares asapplied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class C sharesof a Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class C shares of the Fund,and until such time as the Trust designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the DistributionFees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates tothe Class C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respectof all Class C shares of a Fund, the termination of the distribution plans and principal underwriting agreements, and the completecessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect ofa Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of a Fund (the Fund and suchother mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class C shares and everyfuture class of shares (other than future classes of shares established more than one year after the date of such termination)which has substantially similar characteristics to the Class C shares (all such classes of shares the “Affected Classes ofShares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC orother similar charges borne directly or indirectly by the holders of such shares; provided that

 

	(a)	theBoard of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected

Funds, shall have determined thatsuch termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and

 

	(b)	suchtermination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of a Fund, theDate of Original Issuance of which occurs on or prior to such termination.

 

Notwithstanding the foregoing,the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other thanthe Distributor has been assigned at anytime during the payment period.

 

	2.	**Approval by the Board.**This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both(i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons” of theTrust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreementrelated to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Planand/or such agreement.

 

	3.	**Review of Expenditures.**At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid orpayable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amountsexpended pursuant to this Plan and the purposes for which such expenditures were made.

 

	4.	**Termination of Plan.**This Plan may be terminated as to each Fund’s Class C shares at any time by vote of a majority of the Independent Trustees,or by vote of a majority of the outstanding Class C shares of each Fund. Unless sooner terminated in accordance with this provision,this Plan shall continue in effect until December 31, 2014. It may thereafter be continued from year to year in the manner providedfor in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds are set forth on ExhibitA.

 

Notwithstanding the foregoingor paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive itsAllocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as describedin paragraph 1 above.

 

	5.	**Requirements of Agreement.**Any agreement related to this Plan shall be in writing, and shall provide:

 

a.	that such agreement may be terminatedas to the Trust at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a voteof a majority of the outstanding Class C shares of each Fund, on not more than sixty (60) days’ written notice to any otherparty to the agreement; and

 

b.	that such agreement shall terminateautomatically in the event of its assignment.

 

	6.	**Amendment.**This Planmay not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1hereof with respect to the Class C shares of each Fund unless such amendment is approved by vote of a majority of the outstandingvoting securities of the Class C shares of each Fund and as provided in paragraph 2 hereof, and no other material amendment tothis Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

 

	7.	**Nomination of Trustees.**While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion ofthe Independent Trustees of the Trust.

 

	8.	**Issuanceof Additional Series of Funds.** This Plan shall apply to any additional funds added to the Trust that offer Class C sharesunless the Trust’s Independent Trustees otherwise provide.

 

	9.	**Record Retention.**TheTrust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for notless than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years ofwhich such records shall be stored in an easily accessible place.

 

IN WITNESS WHEREOF, the Trusthas caused this Plan to be executed by its officers thereunto duly authorized, as of January 1, 2014.

 

AMERICAN FUNDSTARGET DATE RETIREMENT SERIES

 

 

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**

**Plan of Distribution of American Funds TargetDate Retirement Series**

**relating to its Class C shares**

** **

** **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

** **

**EXHIBIT B**

**to the**

**Plan of Distribution of American Funds TargetDate Retirement Series**

**relating to its Class C shares**

** **

ALLOCATION SCHEDULE

 

 

The following relates solelyto Class C shares.

 

The Distributor's AllocablePortion of Distribution Fees and CDSCs in respect of Class C shares of each Fund shall be 100% until such time as the Distributorshall cease to serve as exclusive distributor of Class C shares; thereafter, collections that constitute CDSCs and DistributionFees relating to Class C shares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”)in accordance with this Schedule.

 

Defined terms used in thisSchedule 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 meaningsindicated:

 

“Commission Share”means each Class C share issued under circumstances which would normally give rise to an obligation of the holder of such shareto pay a CDSC upon redemption of such share (including, without limitation, any Class C share issued in connection with a permittedfree exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (includinga redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSCmay 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 Class C share of the Fund, other than a Commission Share (including, without limitation, any Class Cshare 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.

 

“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 ClassC shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Sharessold 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 C SHARES

 

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

 

	(1)	Commission Shares other than OmnibusShares:

 

(a)	Commission Shares that are notOmnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus CommissionShares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior tothe date the Distributor ceased to be exclusive distributor of Class C shares of the Fund.

 

(b)	Non-Omnibus Commission Sharesattributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of whichoccurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or priorto the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund.

 

(c)	A Non-Omnibus Commission Shareof a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of anotherfund (the “Redeeming Fund”) in connection with a permitted free exchange, is deemed to have a Date of OriginalIssuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such CommissionShare will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance withrules (a) and (b) above.

 

 

 

 

	(2) 	Free Shares:

 

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

 

	(3)	Omnibus Shares:

 

Omnibus Shares of a Fund outstandingon any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion thatthe Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; providedthat if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date ofOriginal 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 Redemptionof Non-Omnibus Commission Shares:

 

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

 

	(2)	CDSCs Related to the Redemptionof Omnibus Shares:

 

CDSCs in respect of the redemptionof Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related tothe redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonablydetermines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the OmnibusShares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any SuccessorDistributor 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 DistributionFee remains constant over time so that Part IV hereof does not become operative:

 

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

 

(A + C)/2 

(B + D)/2

Where:

 

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

 

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

 

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

 

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

 

	(2)	If the Distributor reasonably determinesthat the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the CommissionShares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistentwith the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all suchClass C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor bymultiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

where:

 

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

 

B = Total average Net Asset Value ofall such Class C shares of a Fund for such calendar month

 

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

 

The parties to the DistributionAgreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the Conduct Rulesor any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this DistributionAgreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such changeoccurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respectof 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 changein applicable laws or in any distributor's contract, distribution plan, prospectus or the Conduct Rules, they shall submit thequestion to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decisionreached by the arbitrator shall be final and binding on each of them.

 

 

**PLAN****OF DISTRIBUTION**

**of**

**AMERICANFUNDS target date retirement SERIES**

**relating to its**

**CLASS F-1 SHARES**

 

 

WHEREAS, AMERICAN FUNDS TARGETDATE RETIREMENT SERIES (the “Trust”) is a Delaware statutory trust which consists of funds set forth on Exhibit A (eacha “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;

 

WHEREAS,each Fund offers shares of beneficial interest;

 

WHEREAS, American Funds Distributors,Inc. (“AFD”) or any successor entity designated by the Trust (AFD and any such successor collectively are referredto as “Distributor”) will serve as distributor of the shares of beneficial interest of the Funds, and the Trust andDistributor are parties to a principal underwriting agreement (the “Agreement”);

 

WHEREAS, the purpose of thisPlan of Distribution (the “Plan”) is to authorize the Trust to bear expenses of distribution and servicing of its ClassF-1 shares; and

 

WHEREAS, the Board of Trusteesof the Trust has determined that there is a reasonable likelihood that this Plan will benefit the Trust and its shareholders;

 

NOW, THEREFORE, the Trustadopts this Plan as follows:

 

1.	**Payments to Distributor.**The Trust may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.50% per annum of the averagedaily net assets of each Fund’s Class F-1 shares.

 

The categories of expensespermitted under this Plan include service fees (“Service Fees”) and distribution fees (“Distribution Fees”),each in an amount not to exceed 0.25% per annum of the average daily net assets of each Fund’s Class F-1 shares. Expenditurescharacterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall bedetermined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including payingService Fees to others in respect of Class F-1 shares of each Fund. The Distribution Fee compensates the Distributor for providingdistribution services in respect of Class F-1 shares of each Fund. Notwithstanding the foregoing, the Distributor will receivesuch fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assignedat anytime during the payment period.

 

2.	**Approval by theBoard.** This Plan shall not take effect until it has been approved, together with any related agreement, by votes of themajority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons”of the Trust (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operationof this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for thepurpose of voting on this Plan and/or such agreement.

 

3.	**Review of Expenditures.**At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid orpayable by the Trust pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amountsexpended pursuant to this Plan and the purposes for which such expenditures were made.

 

4.	**Termination ofPlan.** This Plan may be terminated as to each Fund’s Class F-1 shares at any time by vote of a majority of theIndependent Trustees, or by vote of a majority of the outstanding Class F-1 shares of each Fund. Unless sooner terminated in accordancewith this provision, this Plan shall continue in effect until December 31, 2014. It may thereafter be continued from year to yearin the manner provided for in paragraph 2 hereof. The effective and termination dates of this Plan with respect to the Funds areset forth on Exhibit A.

 

5.	**Requirements ofAgreement.**Any agreement related to this Plan shall be in writing, and shall provide:

 

 

 

6.	**Amendment.**This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided forin paragraph 1 hereof with respect to the Class F-1 shares of each Fund unless such amendment is approved by vote of a majorityof the outstanding voting securities of the Class F-1 shares of each Fund and as provided in paragraph 2 hereof, and no other materialamendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

 

7.	**Nomination ofTrustees.**While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to thediscretion of the Independent Trustees of the Trust.

 

8.	**Issuance of AdditionalSeries of Funds.**This Plan shall apply to any additional funds added to the Trust that offer Class F-1 shares unless theTrust’s Independent Trustees otherwise provide.

 

9.	**Record Retention.**The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereoffor not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2)years of which such records shall be stored in an easily accessible place.

 

IN WITNESS WHEREOF, the Trusthas caused this Plan to be executed by its officers thereunto duly authorized, as of January 1, 2014.

 

 

AMERICAN fundsTARGET DATE RETIREMENT SERIES

 

 

 

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**

**Plan of Distribution of American Funds TargetDate Retirement Series**

**relating to its Class F-1 shares**

** **

** **