**AMENDED AND RESTATED**

**PLAN OF DISTRIBUTION**

**	OF**

**	AMERICAN FUNDS INSURANCE SERIES**

**	CLASS 2 SHARES**

 

 

WHEREAS, American Funds InsuranceSeries (the “Series”) is a Massachusetts business trust which consists 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. (“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;

 

WHEREAS, the purpose of thisPlan of Distribution (the "Plan") is to authorize the Series to bear expenses of distribution of a class of such shares,including payments to various insurance companies (the “Insurance Companies”) previously approved by the Board of Trustees,for certain distribution expenses incurred in connection with the Series; and

 

WHEREAS, the Board of Trusteesof the Series has determined that there is a reasonable likelihood that this Plan will benefit the Series and its shareholders,as well as the owners of variable insurance contracts and policies that hold shares of the Series:

 

NOW, THEREFORE, the Seriesadopts this Plan as follows:

 

	1.	**Payments to Insurance Companies.**The Series shall pay to the Insurance Companies, pursuant to this Plan, an amount equal to 0.25 of 1% per annum of the averagenet assets represented by Class 2 shares of the Series to finance any distribution activity which is primarily intended to benefitthe shares of the Series; provided that the Board of Trustees of the Series shall have approved categories of expenses forwhich payment shall be made pursuant to this paragraph 1.

 

	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 Series and (ii) those Trustees of the Series who are not "interested persons" ofthe Series (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) and have no direct or indirectfinancial interest in the operation of this Plan or any agreement related to it (the "Independent Trustees"), cast inperson at a meeting called for the purpose 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 Series 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 4 shares at any time by vote of a majority of the IndependentTrustees, or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Class 2 sharesof 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 provided for in paragraph 2 hereof. The effective and terminationdates of this Plan with respect to the Funds are set forth on Exhibit A.

 

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

 

 

 

	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 2 shares of each Fund unless such amendment is approved by vote of a majority of the Class 2 sharesof each Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approvedin 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.**Issuance of Additional Series of Funds.**This Plan shall apply to any additional funds added to the Series that offer Class 2 shares unless the Series’ IndependentTrustees otherwise provide.

 

	9.	**Applicationto Funds.** The provisions of this Plan shall apply separately to each fund of the Series, and any actions taken by the Boardof Trustees or the shareholders of the Series, pursuant to paragraphs 2, 4 and 6 hereof, shall be taken separately for each fundof the Series.

 

	10.	**Record Retention.**TheSeries 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 years of whichsuch records shall be stored in an easily accessible place.

 

 

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

 

AMERICAN FUNDS INSURANCE SERIES

 

 

By:/s/Donald D. O’Neal				

Donald D. O’Neal,

Vice Chairman

 

 

By:/s/Steven I. Koszalka		

	 Steven I. Koszalka,

	 Secretary

**EXHIBIT A**

**to the**

**Plan of Distribution of Class 2 Shares**

** **

 

 

 

 

**As Amended on May 1, 2014**

**EXHIBIT A**

**to the**

**Plan of Distribution of Class 4 Shares**

** **

** **