AMERICAN
FUNDS TARGET DATE RETIREMENT SERIES



AMENDED
AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT





THIS
AMENDED AND RESTATEDPRINCIPAL UNDERWRITING AGREEMENT, is between AMERICAN FUNDS
TARGET DATE RETIREMENT SERIES, a Delaware statutory trust (the “Trust”), and AMERICAN FUNDS DISTRIBUTORS, INC.,
a California corporation (the “Distributor”).





W I T N E S S E T H:





WHEREAS, the Trust is registered
under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company
consisting of 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 in the
Trust offers shares of beneficial interest, designated as Class A shares; Class B shares; Class C shares; Class F-1 shares and
Class F-2 shares (Class F-1 and F-2 shares collectively “Class F shares”); Class R-1 shares, Class R-2 shares, Class R-3
shares, Class R-4 shares, 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
“Class R shares”), and it is a part of the business of the Trust, and affirmatively in the interest of the Trust, to
offer shares of the Funds either from time to time or continuously as determined by the Trust’s officers subject to authorization
by its Board of Trustees;



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



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



NOW, THEREFORE, the parties
agree as follows:



1.	(a)	The Distributor
shall be the exclusive principal underwriter for the sale of the shares of the Funds and of each additional Fund or class of shares
which may be established in the future, except as otherwise provided pursuant to the following subsection (b). The terms “shares
of the Fund” or “shares” as used herein shall mean shares of beneficial interest of each Fund and each additional
Fund or class of each Fund which may be established in the future and become covered by this Agreement in accordance with Section 26
of this Agreement.



(b)	The Trust may,
upon 60 days’ written notice to the Distributor, from time to time designate other principal underwriters of shares of the
Funds with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions
as to which the Trust may have expressly waived in writing its right to make such designation. In the event of such designation,
the right of the Distributor under this







Agreement to sell shares of the Funds in the
areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance
with the other provisions hereof.



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



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



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



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



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



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



4.	The Distributor shall
devote its best efforts to the sale of shares of each Fund and shares of any other mutual funds served as investment adviser by
affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which
the Distributor has been authorized to act as principal underwriter for the sale of shares. The Distributor shall maintain a sales
organization suited to the sale of shares of each Fund and shall use its best efforts to effect such sales in jurisdictions as
to which the Trust shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection
1(b) hereof, and shall effect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers
Fund shares for sale and in which qualification is required.



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







Fund or class issued by the Fund other than
as principal underwriter pursuant to this Agreement.



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



7.	The applicable public
offering price of shares shall be set forth in and subject to the provisions of the Prospectus.



8.	All orders for shares
received by the Distributor shall, unless rejected by the Distributor, the Trust or a Fund, be accepted by the Distributor immediately
upon receipt and confirmed at an offering price determined in accordance with the provisions of the Prospectus and the 1940 Act,
and applicable rules in effect thereunder. The Distributor shall not hold orders subject to acceptance nor otherwise delay their
execution. The provisions of this Section shall not be construed to restrict the right of the Trust or a Fund to withhold shares
from sale under Section 21 hereof.



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



10.	The Distributor shall
adopt and follow procedures as approved by the officers of the Trust for the confirmation of sales to dealers, the collection of
amounts payable by dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the
requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority (“FINRA”), as
such requirements may from time to time exist.



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



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



(a) In accordance with
the Class B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor
provision thereto), the Trust shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears
on or prior to the 10th business day of the following calendar month, the Distributor's Allocable Portion (as defined
below) of a fee (the "Distribution Fee") which shall







accrue daily in an amount equal to the product
of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B shares of each Fund outstanding
on such day. The Trust agrees to withhold from redemption proceeds of the Class B shares, the Distributor's Allocable Portion
of any CDSCs payable with respect to the Class B shares, as provided in the Prospectus, and to pay the same over to the Distributor
or, at the Distributor's direction to a third-party, at the time the redemption proceeds are payable to the holder of such shares
redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class B Plan.



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



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



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



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



(a) In accordance with
the Class C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor
provision thereto), the Trust shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt
of an invoice for payment, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which
shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Class C shares of
each Fund outstanding on such day. The Trust agrees to withhold from redemption proceeds of the Class C shares, the Distributor's
Allocable Portion of any CDSCs payable with respect to the Class C shares, as provided in the Prospectus and to pay the same over
to the Distributor, or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the
holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation
of any Class C Plan.



(b) For purposes of this
Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class C shares shall mean
the portion of







such Distribution Fees and CDSC allocated to
the Distributor in accordance with the Allocation Schedule attached hereto as Schedule C.



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



(d) The provisions set
forth in Section 1 of the Class C Plan (in effect on the date hereof) relating to Class C shares, together with the related definitions
are hereby incorporated into this Section 13 by reference with the same force and effect as if set forth herein in their entirety.



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



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



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



Share Class	Distribution
Fee	Service Fee

Class R-1	0.75%	0.25%

Class R-2	0.50%	0.25%

Class R-3	0.25%	0.25%

Class R-4	0.00%	0.25%

Class R-5	0.00%	0.00%

Class R-6	0.00%	0.00%





17.	The Trust agrees to
use its best efforts to maintain its registration as a diversified open-end management investment company under the 1940 Act.









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



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



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



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



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



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



21.	The Trust or the Funds
may withhold shares of any Fund or class from sale to any person or persons or in any jurisdiction temporarily or permanently if,
in the opinion of its counsel, such offer or sale would be contrary to law or if the Trustees or the President or any Vice President
of the Trust determines that such offer or sale is not in the best interest of the Trust or the Funds. The Trust will give prompt
notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of
such







withholding by reason of non-delivery of shares
of any Fund or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.



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



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



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



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



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



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



23.	This Agreement shall
not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment”
shall have the meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement, with respect to each Fund's Class
B shares, has been approved in accordance with Section 26 in anticipation of the Distributor's transfer of its Allocable Portion
of Distribution Fees and CDSCs (but not its obligations under this Agreement) to a third-party pursuant to a "Purchase and
Sale Agreement" in order to raise funds to cover distribution expenditures, and such transfer will not cause a termination
of this Agreement. If Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class
C shares to a third party, such transfer shall not cause a termination of this Agreement.



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



25.	This Agreement shall
become effective on January 1, 2014. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall
continue in







effect until December 31, 2014, and shall continue
in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the
vote of a majority of the Independent Trustees of the Trust cast in person at a meeting called for the purpose of voting on such
approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Trust or a majority (within the meaning
of the 1940 Act) of the outstanding voting securities of each Fund in the Trust. The effective and termination dates of this Agreement
with respect to the Funds are set forth on Exhibit A.



26.	If the Trust shall
at any time issue an additional series of funds or classes of shares, this Agreement shall take effect with respect to such series
or class of the Trust which may be established in the future at such time as it has been approved as to such series or class by
vote of the Board of Trustees and the Independent Trustees in accordance with Section 25. The Agreement as approved with respect
to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 16, as well as
any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.



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



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













[Remainder of page intentionally left blank]







IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of January
1, 2014.





AMERICAN FUNDS DISTRIBUTORS, INC.







By:	/s/ Kevin G. Clifford

Kevin G. Clifford

President







By:	/s/ Timothy W. McHale

Timothy W. McHale

Secretary







AMERICAN FUNDS TARGET 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

Amended and Restated Principal Underwriting
Agreement



|Fund                                            | Effective Date | Termination Date
|----------------------------------------------- | -------------- | ----------------
|American Funds 2055 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2050 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2045 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2040 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2035 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2030 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2025 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2020 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2015 Target Date Retirement Fund | 1/1/14         | 12/31/14        
|American Funds 2010 Target Date Retirement Fund | 1/1/14         | 12/31/14        









SCHEDULE B

to the

Amended and Restated Principal
Underwriting Agreement



ALLOCATION SCHEDULE





The following relates solely
to Class B shares.



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



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



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



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



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



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



"Net Asset Value"
means the net asset value determined as set forth in the Prospectus.



“Omnibus Share”
means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus
account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the
Class B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares
sold by any of the Omnibus Selling Agents in the same manner that NonOmnibus 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 are outstanding
from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;



(1)	Commission Shares other than
Omnibus Shares:



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



(b) Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original
Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund
and 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-Omnibus
Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission
Share of another fund (the "Redeeming Fund") in connection with a permitted free exchange, is deemed to have a
Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund,
and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance
in accordance with rules (a) and (b) above.



(2) 	Free Shares:



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



(3)	Omnibus Shares:



Omnibus Shares of a Fund outstanding
on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that
the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided
that if the







Distributor reasonably determines that
the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the
Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.



PART II: ALLOCATION OF CDSCs



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



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



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



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



PART III: ALLOCATION OF DISTRIBUTION FEE



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



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



(A + C)/2

(B + D)/2



where:



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



| | B= | The aggregate Net Asset Value of all Class B shares of a Fund at the beginning of such calendar
month
| | -- | -----------------------------------------------------------------------------------------------------









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



| | D= | The aggregate Net Asset Value of all Class B shares of a Fund at the end of such calendar month
| | -- | -----------------------------------------------------------------------------------------------



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



(A)/(B)



where:



| | A= | Average Net Asset Value of all such Class B 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 of all such Class B shares of a Fund for such calendar month
| | -- | ------------------------------------------------------------------------------------------



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



The parties to the Distribution
Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules
or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution
Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change
occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect
of the Class 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 date of any such change
in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit
the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the
decision reached by the arbitrator shall be final and binding on each of them.









SCHEDULE C

to the

Amended and Restated Principal
Underwriting Agreement



ALLOCATION SCHEDULE





The following relates solely
to Class C shares.



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



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



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



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



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



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



"Net Asset Value"
means the net asset value determined as set forth in the Prospectus.



"Omnibus Share"
means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus
account ("Omnibus Selling Agents"). If, subsequent to the Successor Distributor becoming exclusive distributor
of the Class C shares, the Distributor reasonably determines that the transfer agent is able to







track all Commission Shares and Free Shares
sold by any of the Omnibus Selling Agents in the same manner as Non-Omnibus Commission Shares and Free Shares (defined below) are
currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.



PART I: ATTRIBUTION
OF CLASS C SHARES



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



(1)	Commission Shares
other than Omnibus Shares:



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



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



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



(2) 	Free Shares:



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







(3)	Omnibus Shares:



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



PART II: ALLOCATION OF CDSCs



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



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



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



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



PART III: ALLOCATION OF DISTRIBUTION FEE



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



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



(A + C)/2

(B + D)/2









where:



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



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



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



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



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



(A)/(B)



where:



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



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



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



The parties to the Distribution
Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules
or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution
Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change
occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect
of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however,







if the Distributor, the Successor Distributor
and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's
contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance
with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall
be final and binding on each of them.