SEC. File Nos. 333-157162
811-22277


SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549
__________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.    2    (X)

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.    2     (X)
__________________

AMERICAN FUNDS MONEY MARKET FUND
(Exact Name of Registrant as Specified in Charter)

333 South  Hope Street, Los Angeles, California 90071-1406
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code:  (213) 486-9200
__________________

MICHAEL J. TRIESSL
Counsel, Fund Business Management Group
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071
(Name and Address of Agent for Service)
__________________

Approximate date of proposed public offering: April 1, 2009

The Registrant hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to Section 8(a), shall determine.
 
 
 
 
...
<PAGE>





[logo - American Funds /(R)/]          The right choice for the long term/(R)/




American Funds
Money Market Fund/SM/







 CLASS A SHARES                   CLASS 529-A SHARES
 CLASS B SHARES                   CLASS 529-B SHARES
 CLASS C SHARES                   CLASS 529-C SHARES
 CLASS F-1 SHARES                 CLASS 529-E SHARES
 CLASS F-2 SHARES                 CLASS 529-F-1 SHARES






 PROSPECTUS







 April 1, 2009







TABLE OF CONTENTS

 1   Investment objective
 1   Fees and expenses of the fund
 4   Principal investment strategies
 4   Principal risks
 5   Investment adviser
 5   Purchase and sale of fund shares
 6   Tax information
 6   Financial intermediary compensation
 7   Management and organization
 9   Shareholder information
10   Choosing a share class
13   Purchase and exchange of shares
18   Sales charges
20   Sales charge waivers
21   Rollovers from retirement plans to IRAs
22   Plans of distribution
23   Other compensation to dealers
24   How to sell shares
27   Dividends and taxes



 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.



<PAGE>

[This page is intentionally left blank for this filing.]

<PAGE>

Investment objective

The investment objective of the fund is to provide you with a way to earn income
on your cash reserves while preserving capital and maintaining liquidity. The
fund is a money market fund that seeks to preserve the value of your investment
at $1.00 per share.

Fees and expenses of the fund

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.




 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                        CLASS A/1/  CLASS B/1/  CLASS C/1/  CLASS 529-E/2/   CLASS F/1,3/
------------------------------------------------------------------------------------------

 Maximum initial sales
 charge (load) imposed     none        none        none          none            none
 on purchases (as a
 percentage of
 offering price)
------------------------------------------------------------------------------------------
 Maximum contingent
 deferred sales charge     none       5.00%/4/    1.00%/5/       none            none
 (load) (as a
 percentage of such
 redemption)
------------------------------------------------------------------------------------------
 Maximum sales charge      none        none        none          none            none
 (load) imposed on
 reinvested dividends
------------------------------------------------------------------------------------------
 Redemption or             none        none        none          none            none
 exchange fees





                                       1

                                  American Funds Money Market Fund / Prospectus
<PAGE>








 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A
 PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)/6/
                              CLASS A  CLASS B  CLASS C  CLASS F-1   CLASS F-2

-------------------------------------------------------------------------------

 Management fees               0.30%    0.30%    0.30%     0.30%       0.30%
-------------------------------------------------------------------------------
 Distribution and/or service   0.10     0.90     1.00      0.25        none
 (12b-1) fees/7,8/
-------------------------------------------------------------------------------
 Other expenses/9/             0.15     0.14     0.20      0.20        0.20
-------------------------------------------------------------------------------
 Total annual fund operating   0.55     1.34     1.50      0.75        0.50
 expenses/9/
                               CLASS    CLASS    CLASS     CLASS       CLASS
                               529-A    529-B    529-C     529-E      529-F-1
-------------------------------------------------------------------------------
 Management fees               0.30%    0.30%    0.30%     0.30%       0.30%
-------------------------------------------------------------------------------
 Distribution and/or service   0.11     0.90     1.00      0.50        0.00
 (12b-1) fees/8,10/
-------------------------------------------------------------------------------
 Other expenses/9,11/          0.28     0.28     0.29      0.29        0.28
-------------------------------------------------------------------------------
 Total annual fund operating   0.69     1.48     1.59      1.09        0.58
 expenses/9/





1 Includes corresponding 529 share class. Accounts holding these 529 shares are
 subject to a $10 account setup fee and an annual $10 account maintenance fee,
 which are not reflected in this table.
2 Available only to employer-sponsored 529 plans. Accounts holding these shares
 are subject to a $10 account setup fee and an annual $10 account maintenance
 fee, which are not reflected in this table.
3 Class F-1, F-2 and 529-F-1 shares are generally available only to fee-based
 programs of investment dealers that have special agreements with the fund's
 distributor and to certain registered investment advisers.
4 The contingent deferred sales charge is reduced each year after purchase and
 eliminated after six years.
5 The contingent deferred sales charge is eliminated one year after purchase.

6 Based on estimated amounts for the current fiscal year.
7 Class A and F-1 12b-1 fees may not exceed .15% and .50%, respectively, of each
 class's average net assets annually. Class B and C 12b-1 fees are up to .90%
 and 1.00%, respectively, of each class's average net assets annually.

8 The fund may suspend 12b-1 payments under agreements between its principal
 underwriter and intermediaries and other entities that sell fund shares.
 The fund is currently suspending certain 12b-1 payments in this low interest
 rate environment.
9 Includes custodial, legal, transfer agent and subtransfer agent/recordkeeping
 payments and various other expenses. Subtransfer agent/recordkeeping payments
 may be made to third parties (including affiliates of the fund's investment
 adviser) that provide subtransfer agent, recordkeeping and/or shareholder
 services with respect to certain shareholder accounts in lieu of the transfer
 agent providing such services. The amount paid for subtransfer
 agent/recordkeeping services varies depending on the share class and services
 provided, and typically ranges from $3 to $19 per account. The fund's
 investment adviser may reimburse the fund for certain expenses for
 certain share classes. Such reimbursements may be reduced or discontinued at
 any time as determined by the investment adviser. Other expenses and total
 annual fund operating expenses in the table do not reflect any reimbursements.
 Additionally, the fund may suspend subtransfer agent/ recordkeeping payments to
 third parties in certain circumstances under agreements between its transfer
 agent and those third parties.
10 Class 529-A and 529-F-1 12b-1 fees may not exceed .50% of each class's
 average net assets annually. Class 529-B and 529-C 12b-1 fees are up to .90%
 and 1.00%, respectively, of each class's average net assets annually. Class
 529-E 12b-1 fees may not exceed .75% of the class's average net assets
 annually.
11 Includes up to a maximum of .10% paid to a state or states for oversight and
 administrative services.


                                       2

American Funds Money Market Fund / Prospectus


<PAGE>

EXAMPLES

The examples below are intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The examples do not reflect the impact of any expense
reimbursements. The examples assuming redemption do not reflect the effect of
any taxable gain or loss at the time of the redemption.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:





                                                      1 YEAR   3 YEARS
-----------------------------------------------------------------------

 Class A                                               $ 56     $176
-----------------------------------------------------------------------
 Class B -- assuming redemption/1/                      636      825
-----------------------------------------------------------------------
 Class B -- assuming no redemption                      136      425
-----------------------------------------------------------------------
 Class C -- assuming redemption/2/                      253      474
-----------------------------------------------------------------------
 Class C -- assuming no redemption                      153      474
-----------------------------------------------------------------------
 Class F-1 -- excluding intermediary fees/3/             77      240
-----------------------------------------------------------------------
 Class F-2 -- excluding intermediary fees/3/             51      160
-----------------------------------------------------------------------
 Class 529-A/4/                                          90      260
-----------------------------------------------------------------------
 Class 529-B -- assuming redemption/1,4/                670      907
-----------------------------------------------------------------------
 Class 529-B -- assuming no redemption/4/               170      507
-----------------------------------------------------------------------
 Class 529-C -- assuming redemption/2,4/                281      541
-----------------------------------------------------------------------
 Class 529-C -- assuming no redemption/4/               181      541
-----------------------------------------------------------------------
 Class 529-E/4/                                         131      386
-----------------------------------------------------------------------
 Class 529-F-1 -- excluding intermediary fees/3,4/       79      225




1 Reflects applicable contingent deferred sales charges.
2 Reflects a contingent deferred sales charge in the first year.
3 Does not include fees charged by financial intermediaries, which are
 independent of fund expenses and will increase the overall cost of your
 investment. Intermediary fees typically range from .75% to 1.50% of assets
 annually depending on the services offered.
4 Reflects a $10 account setup fee and an annual $10 account maintenance fee.


                                       3

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Principal investment strategies

The fund invests substantially in U.S. Treasury securities and other securities
backed by the full faith and credit of the United States government, as well as
securities issued by U.S. federal agencies. The fund may also invest in other
high-quality money market instruments.

The fund may invest in securities issued by entities domiciled outside of the
U.S. and securities with credit and liquidity support features provided by
entities domiciled outside of the U.S. The fund may also invest in securities of
U.S. issuers with substantial operations outside the United States.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to provide current income while
preserving capital and maintaining liquidity. The investment adviser believes
that an important way to accomplish this is by analyzing various factors,
including the credit strength of the issuer, prices of similar securities issued
by comparable issuers, current and anticipated changes in interest rates,
general market conditions and other factors pertinent to the particular security
being evaluated.

The fund has entered into an Agreement and Plan of Reorganization and
Liquidation with The Cash Management Trust of America and The U.S. Treasury
Money Fund of America, or the target funds, to merge the target funds into the
fund in exchange for shares of beneficial interest of the fund, subject to the
approval of the target funds' shareholders. As of the date of this prospectus,
the target funds had a combined total asset value of approximately $34 billion.
These assets may be more or less as of the date of the completion of the
mergers, which the fund expects to be in summer 2009. If the mergers are
completed and the target funds are participants of the U.S. Treasury's Temporary
Guarantee Program for Money Market Funds at such time, shareholders of the
target funds that were insured under the program as of the completion of the
mergers will be covered by the program to the same extent in the fund. Under the
program, the Treasury is guaranteeing investors of any participating fund that
in the event the fund is liquidated they will receive $1.00 for the lesser of
(i) each share of the fund held in an account as of the close of business on
September 19, 2008 and (ii) each share of the fund held in that account on the
date the fund's net asset value falls below $0.9950. The guarantee does not
cover shares of a fund purchased after the close of business on September 19,
2008, to the extent the number of shares held in a particular account exceeds
the number of shares held in that account on September 19, 2008. The program is
currently operational until April 30, 2009, but may be extended by the Secretary
of the Treasury through September 19, 2009. The duration and terms of any such
extension have not been determined, and there is no assurance that either of the
target funds will participate in any such extension.


                                       4

American Funds Money Market Fund / Prospectus


<PAGE>

Principal risks

Although the fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the fund.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.

The value and liquidity of the securities held by the fund may be affected by
changing interest rates and by changes in credit ratings of the securities. For
example, the values of these securities may decline when interest rates rise and
increase when interest rates fall.

Some of the securities held by the fund may have credit and liquidity
enhancements. Changes in the credit quality of the issuer or provider of these
enhancements could cause the fund to experience a loss and may affect its share
price.

Additionally, the securities held by the fund may be affected by unfavorable
political, economic or governmental developments that could affect the repayment
of principal or the payment of interest.


                                       5

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Investment adviser

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.

Purchase and sale of fund shares

You may generally open an account and purchase Class A and 529 shares by
contacting any financial adviser (who may impose transaction charges in addition
to those described in this prospectus) authorized to sell the fund's shares. You
may purchase additional shares in various ways, including through your financial
adviser and by mail, telephone, the Internet and bank wire. Class B and C shares
of the fund may be acquired only by exchanging from Class B and C shares of
other American Funds. Direct purchases of Class B and C shares of the fund are
not permitted. You may generally open an account and purchase Class F shares
only through fee-based programs of investment dealers that have special
agreements with the fund's distributor and through certain registered investment
advisers. These dealers and advisers typically charge ongoing fees for services
they provide.






 PURCHASE MINIMUMS FOR ALL CLASSES OF SHARES/1/
-------------------------------------------------------------------------------

 To establish an account (including retirement plan and 529           $1,000/2/
 accounts)
    For a payroll deduction retirement plan account, payroll
    deduction                                                             25
    savings plan account or employer-sponsored 529 account
 To add to an account                                                     50
    For a payroll deduction retirement plan account, payroll              25
    deduction
    savings plan account or employer-sponsored 529 account
-------------------------------------------------------------------------------




1 Purchase minimums for retirement plan accounts purchasing through payroll
 deduction may be waived to allow for diversification of plan participant
 investment assets.
2 For accounts established with an automatic investment plan, the initial
 purchase minimum of $1,000 may be waived if the purchases (including purchases
 through exchanges from another fund) made under the plan are sufficient to
 reach $1,000 within five months of account establishment. Additionally, the
 initial purchase minimum of $1,000 will be waived for accounts established by
 exchanging into the fund with shares from another fund.

The effective purchase maximums for Class 529-A, 529-C, 529-E and 529-F-1 shares
will reflect the maximum applicable contribution limits under state law. See the
applicable program description for more information.

You may sell (redeem) shares through your dealer or financial adviser by writing
to American Funds Service Company, writing checks, telephoning or faxing
American Funds Service Company or on our website (americanfunds.com). Your
shares will be purchased from you (or sold to you) at the net asset value next
determined after American Funds Service Company receives and accepts your
request. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. The fund seeks to preserve the net asset value
of each share class at $1.00.


                                       6

American Funds Money Market Fund / Prospectus


<PAGE>

Tax information

For federal income tax purposes, dividends you receive from the fund will be
subject to tax, and some or all may be subject to state or local taxes (in each
case, unless you are exempt from taxation). Generally, redemptions, including
exchanges, will not result in a capital gain or loss for federal or state income
tax purposes.

Financial intermediary compensation

If you purchase the fund through a broker-dealer or other financial intermediary
(such as a bank), the fund and its related companies may pay the intermediary
for the sale of fund shares and related services. These payments may influence
the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial
intermediary's website for more information.


                                       7

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Management and organization

INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including the American Funds. Capital Research and Management Company is
a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at
333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center
Drive, Irvine, California 92618. Capital Research and Management Company manages
the investment portfolios and business affairs of the fund. The total management
fees to be paid by the fund for the current fiscal year, as a percentage of
average net assets, appear in the Annual Fund Operating Expenses table under
"Fees and expenses of the fund." A more detailed description of the investment
advisory and service agreement between the fund and the investment adviser is
included in the fund's statement of additional information, and a discussion
regarding the basis for its approval by the fund's board of trustees will be
contained in the fund's annual report to shareholders.

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.
Capital World Investors and Capital Research Global Investors make investment
decisions on an independent basis.

Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Capital Research and Management Company and
the funds it advises have applied to the Securities and Exchange Commission for
an exemptive order that would give Capital Research and Management Company the
authority to use, upon approval of the funds' boards, its management
subsidiaries and affiliates to provide day-to-day investment management services
to the funds, including making changes to the management subsidiaries and
affiliates providing such services. Approval by the funds' shareholders would be
required before any authority granted under an exemptive order could be
exercised. There is no assurance that Capital Research and Management Company
will incorporate its investment divisions or seek a shareholder vote to exercise
any authority, if granted, under an exemptive order.


                                       8

American Funds Money Market Fund / Prospectus


<PAGE>

EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. In selecting broker-dealers, the investment adviser
strives to obtain "best execution" (the most favorable total price reasonably
attainable under the circumstances) for the fund's portfolio transactions,
taking into account a variety of factors. Subject to best execution, the
investment adviser may consider investment research and/or brokerage services
provided to the adviser in placing orders for the fund's portfolio transactions.
The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of funds managed by the investment
adviser or its affiliated companies; however, it does not give consideration to
whether a broker-dealer has sold shares of the funds managed by the investment
adviser or its affiliated companies when placing any such orders for the fund's
portfolio transactions. A more detailed description of the investment adviser's
policies is included in the fund's statement of additional information.

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund will be available on the American
Funds website at americanfunds.com. To reach this information, access the fund's
detailed information page on the website. A link to the fund's complete list of
publicly disclosed portfolio holdings, updated as of each calendar quarter-end,
is generally posted to this page within 45 days after the end of the applicable
quarter. This information is available on the website until new information for
the next quarter is posted. Portfolio holdings information for the fund is also
contained in reports filed with the Securities and Exchange Commission.

A description of the fund's policies and procedures regarding disclosure of
information about its portfolio holdings is available in the statement of
additional information.


                                       9

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Shareholder information

SHAREHOLDER SERVICES

American Funds Service Company/(R)/,the fund's transfer agent, offers a wide
range of services that you can use to alter your investment program should your
needs and circumstances change. These services may be terminated or modified at
any time upon 60 days' written notice.

AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
Call toll-free from anywhere in the United States
(8 a.m. to 8 p.m. ET): 800/421-0180
Access the American Funds website : americanfunds.com


              [map of the United States]







INDIANA                            VIRGINIA
SERVICE CENTER                     SERVICE CENTER
American Funds                     American Funds
Service Company                    Service Company
P.O. Box 6007                      P.O. Box 2280
Indianapolis, Indiana              Norfolk, Virginia
46206-6007                         23501-2280
Fax: 317/735-6636                  Fax: 757/670-4761





A MORE DETAILED DESCRIPTION OF POLICIES AND SERVICES IS INCLUDED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION AND THE OWNER'S GUIDE SENT TO NEW AMERICAN
FUNDS SHAREHOLDERS ENTITLED WELCOME. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO
THE APPLICABLE PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES
SPECIFICALLY RELATING TO THEIR ACCOUNT(S). These documents are available by
writing or calling American Funds Service Company. Certain privileges and/or
services described on the following pages of this prospectus and in the
statement of additional information may not be available to you depending on
your investment dealer. Please see your financial adviser or investment dealer
for more information.


                                       10

American Funds Money Market Fund / Prospectus


<PAGE>

Choosing a share class

The fund offers different classes of shares through this prospectus. Class A, C
and F shares are available through various investment programs or accounts,
including many types of retirement plans. The services or share classes
available to you may vary depending upon how you wish to purchase shares of the
fund. Unless otherwise noted, references in this prospectus to Class F shares
refer to both Class F-1 and F-2 shares.

Investors residing in any state may purchase Class 529 shares through an account
established with a 529 college savings plan managed by the American Funds
organization. The 529-A, 529-B, 529-C and 529-F-1 share classes are structured
similarly to the corresponding Class A, B, C and F-1 shares. For example, the
same contingent deferred sales charge applies to Class 529-B shares as it does
to Class B shares. Class 529-E shares are available only to investors
participating through an eligible employer plan.

Each share class of a fund represents an investment in the same portfolio of
securities, but each class has its own sales charge and expense structure,
allowing you to choose the class that best fits your situation. WHEN YOU
PURCHASE SHARES OF THE FUND, YOU SHOULD CHOOSE A SHARE CLASS. IF NONE IS CHOSEN,
YOUR INVESTMENT WILL BE MADE IN CLASS A SHARES OR, IN THE CASE OF A 529 PLAN
INVESTMENT, CLASS 529-A SHARES.

Factors you should consider in choosing a class of shares include:

. whether you plan to take any distributions in the near future (for example,
 the contingent deferred sales charge will not be waived if you sell your Class
 529-B or 529-C shares to cover higher education expenses); and

. availability of share classes:

 -- Class B, 529-B, C and 529-C shares may be acquired only by exchanging from
   Class B, 529-B, C or 529-C shares of other American Funds (see "Purchase and
   exchange of shares" below); and

 -- Class F and 529-F-1 shares are generally available only to fee-based
   programs of investment dealers that have special agreements with the fund's
   distributor and to certain registered investment advisers.

EACH INVESTOR'S FINANCIAL CONSIDERATIONS ARE DIFFERENT. YOU SHOULD SPEAK WITH
YOUR FINANCIAL ADVISER TO HELP YOU DECIDE WHICH SHARE CLASS IS BEST FOR YOU.

UNLESS OTHERWISE NOTED, REFERENCES IN THE FOLLOWING PAGES TO CLASS A, B, C OR
F-1 SHARES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR 529-F-1
SHARES.


                                       11

                                  American Funds Money Market Fund / Prospectus
<PAGE>






 SUMMARY OF THE PRIMARY DIFFERENCES AMONG SHARE CLASSES

 CLASS A SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              up to .15% annually (Class 529-A shares may not exceed
                         .50% annually)
 Dividends               generally higher than other classes due to lower
                         annual expenses, but may be lower than Class F-1
                         shares, depending on relative expenses, and lower than
                         Class F-2 shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none

 CLASS B SHARES
 Initial sales charge    none
 Contingent deferred     starts at 5.00% and declines each year until it
 sales charge            reaches 0% six years after purchase
 12b-1 fees              up to .90% annually
 Dividends               generally lower than Class A and F shares due to
                         higher 12b-1 fees and other expenses, but higher than
                         Class C shares due to lower other expenses
 Purchase maximum        direct purchases of B shares are not permitted
 Conversion              automatic conversion to Class A shares in the month of
                         the eight-year anniversary of the purchase date,
                         reducing future annual expenses

 CLASS C SHARES
 Initial sales charge    none
 Contingent deferred     1.00% if shares are sold within one year after
 sales charge            purchase
 12b-1 fees              up to 1.00% annually
 Dividends               generally lower than other classes due to higher 12b-1
                         fees and other expenses
 Purchase maximum        direct purchases of C shares are not permitted
 Conversion              automatic conversion to Class F-1 shares in the month
                         of the 10-year anniversary of the purchase date,
                         reducing future annual expenses (Class 529-C shares
                         will not convert to Class 529-F-1 shares)

 CLASS 529-E SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .50% annually (may not exceed .75%
                         annually)
 Dividends               generally higher than Class 529-B and 529-C shares due
                         to lower 12b-1 fees, but lower than Class 529-A and
                         529-F-1 shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none

 CLASS F-1 SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .25% annually (may not exceed .50%
                         annually)
 Dividends               generally higher than Class B and C shares due to
                         lower 12b-1 fees, and may be higher than Class A
                         shares, depending on relative expenses, and lower than
                         Class F-2 shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none

 CLASS F-2 SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              none
 Dividends               generally higher than other classes due to absence of
                         12b-1 fees
 Purchase maximum        none
 Conversion              none





                                       12

American Funds Money Market Fund / Prospectus


<PAGE>



                                       13

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Purchase and exchange of shares

THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND AND AMERICAN FUNDS
DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO OBTAIN
CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON YOUR
BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT PROVIDE
THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR ACCOUNT. IF THE
TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY OTHER PERSON(S)
AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED POTENTIALLY
CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO
CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE OR REQUIRED BY
LAW.

When purchasing shares, you should designate the fund or funds in which you wish
to invest. If no fund is designated and the amount of your cash investment is
more than $5,000, your money will be held uninvested (without liability to the
transfer agent for loss of income or appreciation pending receipt of proper
instructions) until investment instructions are received, but for no more than
three business days. Your investment will be made at the net asset value (plus
any applicable sales charge in the case of Class A shares) next determined after
investment instructions are received and accepted by the transfer agent. If
investment instructions are not received, your money will be invested in Class A
shares of the American Funds Money Market Fund on the third business day after
receipt of your investment.

If no fund is designated and the amount of your cash investment is $5,000 or
less, your money will be invested in the same proportion and in the same fund or
funds in which your last cash investment (excluding exchanges) was made,
provided such investment was made within the last 16 months. If no investment
was made within the last 16 months, your money will be held uninvested (without
liability to the transfer agent for loss of income or appreciation pending
receipt of proper instructions) until investment instructions are received, but
for no more than three business days. Your investment will be made at the net
asset value (plus any applicable sales charge in the case of Class A shares)
next determined after investment instructions are received and accepted by the
transfer agent. If investment instructions are not received, your money will be
invested in Class A shares of the American Funds Money Market Fund on the third
business day after receipt of your investment.

PURCHASE OF CLASS A, B AND C SHARES

You may generally open an account and purchase Class A shares by contacting any
financial adviser (who may impose transaction charges in addition to those
described in this prospectus) authorized to sell the fund's shares. You may
purchase additional shares in various ways, including through your financial
adviser and by mail, telephone, the Internet and bank wire. Class B and C shares
of the fund may be acquired only by exchanging from Class B and C shares of
other American Funds. Direct purchases of Class B and C shares of the fund are
not permitted.


                                       14

American Funds Money Market Fund / Prospectus


<PAGE>


A 403(b) plan may not invest in Class A, B or C shares on or after January 1,
2009 unless such plan was invested in Class A, B or C shares prior to that date.


PURCHASE OF CLASS F SHARES

You may generally open an account and purchase Class F shares only through
fee-based programs of investment dealers that have special agreements with the
fund's distributor and through certain registered investment advisers. These
dealers and advisers typically charge ongoing fees for services they provide.

PURCHASE OF CLASS 529 SHARES

Class 529 shares may be purchased only through an account established with a 529
college savings plan managed by the American Funds organization. You may open
this type of account and purchase 529 shares by contacting any financial adviser
(who may impose transaction charges in addition to those described in this
prospectus) authorized to sell such an account. You may purchase additional
shares in various ways, including through your financial adviser and by mail,
telephone, the Internet and bank wire.

Class 529-E shares may be purchased only by employees participating through an
eligible employer plan.

EXCHANGE

Generally, you may exchange your shares into shares of the same class of other
American Funds without a sales charge. However, exchanges from Class A shares of
the fund may be made into Class C shares of other American Funds for dollar cost
averaging purposes. Exchanges from Class A shares of the fund to Class C shares
of Intermediate Bond Fund of America, Limited Term Tax-Exempt Bond Fund of
America and Short-Term Bond Fund of America are not permitted. Class A, C or F-1
shares may generally be exchanged into the corresponding 529 share class without
a sales charge. Class B shares may not be exchanged into Class 529-B shares.
EXCHANGES FROM CLASS A, C OR F-1 SHARES TO THE CORRESPONDING 529 SHARE CLASS,
PARTICULARLY IN THE CASE OF UNIFORM GIFTS TO MINORS ACT OR UNIFORM TRANSFERS TO
MINORS ACT CUSTODIAL ACCOUNTS, MAY RESULT IN SIGNIFICANT LEGAL AND TAX
CONSEQUENCES AS DESCRIBED IN THE APPLICABLE PROGRAM DESCRIPTION. PLEASE CONSULT
YOUR FINANCIAL ADVISER BEFORE MAKING SUCH AN EXCHANGE.

Exchanges of shares from American Funds money market funds initially purchased
without a sales charge generally will be subject to the appropriate sales
charge. For purposes of computing the contingent deferred sales charge on Class
B and C shares, the length of time you have owned your shares will be measured
from the date of original purchase and will not be affected by any permitted
exchange.

Exchanges have the same tax consequences as ordinary sales and purchases. For
example, to the extent you exchange shares held in a taxable account that are
worth more now than what you paid for them, the gain will be subject to
taxation. See "Transactions by


                                       15

                                  American Funds Money Market Fund / Prospectus
<PAGE>

telephone, fax or the Internet" in this prospectus for information regarding
electronic exchanges.

FREQUENT TRADING OF FUND SHARES

The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. The fund is not designed to serve as a vehicle
for frequent trading. Frequent trading of fund shares may lead to increased
costs to the fund and less efficient management of the fund's portfolio,
potentially resulting in dilution of the value of the shares held by long-term
shareholders. Accordingly, purchases, including those that are part of exchange
activity that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund, may be rejected.

The fund, through its transfer agent, American Funds Service Company, maintains
surveillance procedures that are designed to detect frequent trading in fund
shares. Under these procedures, various analytics are used to evaluate factors
that may be indicative of frequent trading. For example, transactions in fund
shares that exceed certain monetary thresholds may be scrutinized. American
Funds Service Company also may review transactions that occur close in time to
other transactions in the same account or in multiple accounts under common
ownership or influence. Trading activity that is identified through these
procedures or as a result of any other information available to the fund will be
evaluated to determine whether such activity might constitute frequent trading.
These procedures may be modified from time to time as appropriate to improve the
detection of frequent trading, to facilitate monitoring for frequent trading in
particular retirement plans or other accounts, and to comply with applicable
laws.

The American Funds (other than the money market funds, including this fund) have
adopted a "purchase blocking policy" under which any shareholder redeeming
shares having a value of $5,000 or more from a fund (other than the money market
funds, including this fund) will be precluded from investing in that fund for 30
calendar days after the redemption transaction. This policy also applies to
redemptions and purchases that are part of exchange transactions. Under the
American Funds' purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase block, such as
systematic redemptions and purchases, where the entity maintaining the
shareholder account is able to identify the transaction as a systematic
redemption or purchase; purchases and redemptions of shares having a value of
less than $5,000; transactions in Class 529 shares; purchases and redemptions
resulting from reallocations by American Funds Target Date Retirement
Series/(R)/; retirement plan contributions, loans and distributions (including
hardship withdrawals) identified as such on the retirement plan recordkeeper's
system; and purchase transactions involving transfers of assets, rollovers, Roth
IRA conversions and IRA recharacterizations, where the entity maintaining the
shareholder account is able to identify the transaction as one of these types of
transactions.


                                       16

American Funds Money Market Fund / Prospectus


<PAGE>

Each fund reserves the right to waive the purchase blocking policy with respect
to specific shareholder accounts in those instances where American Funds Service
Company determines that its surveillance procedures are adequate to detect
frequent trading in fund shares.

American Funds Service Company will work with certain intermediaries (such as
investment dealers holding shareholder accounts in street name, retirement plan
recordkeepers, insurance company separate accounts and bank trust companies) to
apply their own procedures, provided that American Funds Service Company
believes the intermediary's procedures are reasonably designed to enforce the
frequent trading policies of the funds. You should refer to disclosures provided
by the intermediaries with which you have an account to determine the specific
trading restrictions that apply to you.

If American Funds Service Company identifies any activity that may constitute
frequent trading, it reserves the right to contact the intermediary and request
that the intermediary either provide information regarding an account owner's
transactions or restrict the account owner's trading. If American Funds Service
Company is not satisfied that the intermediary has taken appropriate action,
American Funds Service Company may terminate the intermediary's ability to
transact in fund shares.

There is no guarantee that all instances of frequent trading in fund shares will
be prevented.

NOTWITHSTANDING THE FUNDS' SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY,
ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE RIGHT OF THE FUND AND
AMERICAN FUNDS DISTRIBUTORS' TO RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY
(INCLUDING THE TYPES OF TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED
OR TRIGGER A BLOCK UNDER THE PURCHASE BLOCKING POLICY). SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR MORE INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE
COMPANY MAY ADDRESS OTHER POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN
FUNDS.

VALUING SHARES

The net asset value of each share class of the fund is the value of a single
share. The fund seeks to preserve the net asset value of each share class at
$1.00. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. The fund may also calculate its share price on
days the New York Stock Exchange is closed when deemed prudent to do so by the
fund's officers. Assets are valued primarily on the basis of market quotations.
However, the fund has adopted procedures for making "fair value" determinations
if market quotations are not readily available or are not considered reliable.
For example, fair value procedures may be used if an issuer defaults and there
is no market for its securities. Use of these procedures is intended to result
in more appropriate net asset values.

Because the fund may hold securities that are primarily listed on foreign
exchanges that trade on weekends or days when the fund does not price its
shares, the value of securities


                                       17

                                  American Funds Money Market Fund / Prospectus
<PAGE>

held in the fund may change on days when you will not be able to purchase or
redeem fund shares.

The valuation of the fund's portfolio securities and calculation of its net
asset value are based upon the penny-rounding method of pricing pursuant to
Securities and Exchange Commission regulations, which permit current net asset
value per share to be rounded to the nearest cent, provided the fund follows
certain maturity, credit quality and other guidelines under the Securities and
Exchange Commission regulations. The fund follows standard industry practice by
typically reflecting changes in its holdings of portfolio securities on the
first business day following a portfolio trade.

All securities with 60 days or less to maturity are amortized to maturity based
on their cost if acquired within 60 days of maturity, or if already held on the
60th day, based on the value determined on the 61st day. The maturities of
variable or floating rate instruments, with the right to resell them at an
agreed-upon price to the issuer or dealer, are deemed to be the time remaining
until the later of the next interest adjustment date or until they can be
resold.

Other securities with more than 60 days remaining to maturity are valued at
prices obtained from one or more pricing vendors selected by the investment
adviser, except that, if such prices are not available or if the investment
adviser has determined that such prices do not reflect current market value,
they are valued in good faith at the mean between bid and ask quotations that
are reasonably and timely available from one or more dealers in such securities.


If market prices or market quotations are not readily available or are
considered unreliable, securities are valued at fair value as determined in good
faith pursuant to procedures adopted by the board of trustees. The fair value of
all other assets is added to the value of securities to arrive at the total
assets.

Your shares will be purchased at the net asset value or sold at the net asset
value next determined after American Funds Service Company receives and accepts
your request. A contingent deferred sales charge may apply at the time you sell
certain Class B and C shares.

MOVING BETWEEN SHARE CLASSES AND ACCOUNTS

Please see the statement of additional information for details and limitations
on moving investments in certain share classes to different share classes and on
moving investments held in certain accounts to different accounts.


                                       18

American Funds Money Market Fund / Prospectus


<PAGE>

Sales charges

CLASS A SHARES

Class A shares of the fund are sold without an initial sales charge. However, if
shares of the fund are exchanged for shares of an American Funds non-money
market fund, the sales charge applicable to the non-money market fund may apply.

CLASS B AND C SHARES

Class B and C shares are sold without any initial sales charge.

For Class B shares, a contingent deferred sales charge may be applied to shares
you sell within six years of purchase, as shown in the table below.



CONTINGENT DEFERRED SALES CHARGE ON CLASS B SHARES

YEAR OF REDEMPTION:                1    2    3    4    5    6     7+
----------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE:  5%   4%   4%   3%   2%   1%    0%



For Class C shares, a contingent deferred sales charge of 1% applies if shares
are sold within one year of purchase.

Any contingent deferred sales charge paid by you on investments in Class B or C
shares, expressed as a percentage of the applicable redemption amount, may be
higher or lower than the percentages described above due to rounding.

Shares acquired through reinvestment of dividends are not subject to a
contingent deferred sales charge. In addition, the contingent deferred sales
charge may be waived in certain circumstances. See "Contingent deferred sales
charge waivers" in this prospectus. The contingent deferred sales charge is
based on the original purchase cost or the current market value of the shares
being sold, whichever is less. For purposes of determining the contingent
deferred sales charge, if you sell only some of your shares, shares that are not
subject to any contingent deferred sales charge will be sold first, followed by
shares that you have owned the longest.

See "Plans of distribution" in this prospectus for ongoing compensation paid to
your dealer or financial adviser for all share classes.

AUTOMATIC CONVERSION OF CLASS B AND C SHARES

Class B shares automatically convert to Class A shares in the month of the
eight-year anniversary of the purchase date. Class C shares automatically
convert to Class F-1 shares in the month of the 10-year anniversary of the
purchase date; however, Class 529-C shares will not convert to Class 529-F-1
shares. The Internal Revenue Service currently takes the position that these
automatic conversions are not taxable. Should its position change, the automatic
conversion feature may be suspended. If this happens, you would have the option
of converting your Class B, 529-B or C shares to the respective share


                                       19

                                  American Funds Money Market Fund / Prospectus
<PAGE>

classes at the anniversary dates described above. This exchange would be based
on the relative net asset values of the two classes in question, without the
imposition of a sales charge or fee, but you might face certain tax consequences
as a result.

CLASS 529-E AND CLASS F SHARES

Class 529-E and Class F shares are sold without any initial or contingent
deferred sales charge.


                                       20

American Funds Money Market Fund / Prospectus


<PAGE>

Sales charge waivers

To have your Class B or C contingent deferred sales charge waived, you must let
your financial adviser or American Funds Service Company know at the time you
redeem shares that you qualify for such a waiver.

CONTINGENT DEFERRED SALES CHARGE WAIVERS

The contingent deferred sales charge on Class B and C shares may be waived in
the following cases:

. permitted exchanges of shares, except if shares acquired by exchange are then
 redeemed within the period during which a contingent deferred sales charge
 would apply to the initial shares purchased;

. tax-free returns of excess contributions to IRAs;

. redemptions due to death or postpurchase disability of the shareholder (this
 generally excludes accounts registered in the names of trusts and other
 entities);

. for 529 share classes only, redemptions due to a beneficiary's death,
 postpurchase disability or receipt of a scholarship (to the extent of the
 scholarship award);

. redemptions due to the complete termination of a trust upon the death of the
 trustor/ grantor or beneficiary, but only if such termination is specifically
 provided for in the trust document; and

. the following types of transactions, if together they do not exceed 12% of the
 value of an account annually:

 -- redemptions due to receiving required minimum distributions from retirement
   accounts upon reaching age 701/2 (required minimum distributions that
   continue to be taken by the beneficiary(ies) after the account owner is
   deceased also qualify for a waiver); and

 -- if you have established an automatic withdrawal plan, redemptions through
   such a plan (including any dividends and/or capital gain distributions taken
   in cash).

IN ADDITION TO THE INFORMATION IN THIS PROSPECTUS, YOU MAY OBTAIN MORE
INFORMATION ABOUT SHARE CLASSES, SALES CHARGES AND SALES CHARGE REDUCTIONS AND
WAIVERS THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS WEBSITE AT
AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR FROM YOUR
FINANCIAL ADVISER.


                                       21

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, B, C or F shares
through an IRA rollover, subject to the other provisions of this prospectus.
Rollovers invested in Class A shares from retirement plans will be subject to
applicable sales charges. The following rollovers to Class A shares will be made
without a sales charge:

. rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as
 custodian; and

. rollovers to IRAs that are attributable to American Funds investments, if they
 meet the following requirements:

 -- the assets being rolled over were invested in American Funds at the time of
   distribution; and

 -- the rolled over assets are contributed to an American Funds IRA with Capital
   Bank and Trust Company as custodian.

IRA rollover assets that roll over without a sales charge as described above
will not be subject to a contingent deferred sales charge and investment dealers
will be compensated solely with an annual service fee that begins to accrue
immediately. IRA rollover assets invested in Class A shares that are not
attributable to American Funds investments, as well as future contributions to
the IRA, will be subject to sales charges and the terms and conditions generally
applicable to Class A share investments as described in this prospectus and the
statement of additional information.


                                       22

American Funds Money Market Fund / Prospectus


<PAGE>

Plans of distribution

The fund has plans of distribution or "12b-1 plans" for certain share classes,
under which it may finance activities primarily intended to sell shares,
provided the categories of expenses are approved in advance by the fund's board
of trustees. The plans provide for payments, based on annualized percentages of
average daily net assets, of up to .15% for Class A shares, up to .50% for Class
529-A shares, up to .90% for Class B and 529-B shares, up to 1.00% for Class C
and 529-C shares, up to .75% for Class 529-E shares and up to .50% for Class F-1
and 529-F-1 shares. A portion (up to .15% for Class A, 529-A, B and 529-B shares
and .25% for Class C, 529-C, 529-E, F-1 and 529-F-1 shares) of these expenses
may be used to pay service fees to qualified dealers for providing certain
shareholder services. The amount remaining for each share class may be used for
distribution expenses.

The estimated 12b-1 fees to be paid by the fund, as a percentage of average net
assets for the current fiscal year, are indicated in the Annual Fund Operating
Expenses table under "Fees and expenses of the funds" in this prospectus. Since
these fees are paid out of the fund's assets or income on an ongoing basis, over
time they will increase the cost and reduce the return of your investment.


                                       23

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 100 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2008, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the average assets of the American Funds.
Aggregate payments may also change from year to year. A number of factors will
be considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 100
firms to facilitate educating financial advisers and shareholders about the
American Funds. If investment advisers, distributors or other affiliates of
mutual funds pay additional compensation or other incentives in differing
amounts, dealer firms and their advisers may have financial incentives for
recommending a particular mutual fund over other mutual funds. You should
consult with your financial adviser and review carefully any disclosure by your
financial adviser's firm as to compensation received.


                                       24

American Funds Money Market Fund / Prospectus


<PAGE>

How to sell shares

You may sell (redeem) shares in any of the following ways:

 THROUGH YOUR DEALER OR FINANCIAL ADVISER (CERTAIN CHARGES MAY APPLY)

 . Shares held for you in your dealer's name must be sold through the dealer.

 . Class F shares must be sold through your dealer or financial adviser.

 WRITING TO AMERICAN FUNDS SERVICE COMPANY

 . Requests must be signed by the registered shareholder(s).

 . A signature guarantee is required if the redemption is:

  -- more than $75,000;

  -- made payable to someone other than the registered shareholder(s); or

  -- sent to an address other than the address of record or to an address of
    record that has been changed within the last 10 days.

 . American Funds Service Company reserves the right to require signature
  guarantee(s) on any redemption.

 . Additional documentation may be required for redemptions of shares held in
  corporate, partnership or fiduciary accounts.

 CHECK WRITING

 . Checks must be signed by the authorized number of registered shareholders
  exactly as indicated on your checking account signature card.

 . Check writing is not available for any of the 529 share classes or B, C and F
  share classes.

 TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY OR USING THE INTERNET

 . Redemptions by telephone, fax or the Internet (including American
  FundsLine/(R)/ and americanfunds.com) are limited to $75,000 per American
  Funds shareholder each day.

 . Checks must be made payable to the registered shareholder.

 . Checks must be mailed to an address of record that has been used with the
  account for at least 10 days.

If you recently purchased shares and subsequently request a redemption of those
shares, you will receive proceeds from the redemption once a sufficient period
of time has passed to reasonably ensure that checks or drafts (including
certified or cashier's checks) for the shares purchased have cleared (normally
10 business days).


                                       25

                                  American Funds Money Market Fund / Prospectus
<PAGE>

RIGHT OF REINVESTMENT

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds provided that the reinvestment occurs
within 90 days after the date of the redemption or distribution and is made into
the same account from which you redeemed the shares or received the
distribution. If the account has been closed, you may reinvest without a sales
charge if the new receiving account has the same registration as the closed
account. Proceeds from a Class B share redemption made during the contingent
deferred sales charge period will be reinvested in Class A shares. If you redeem
Class B shares after the contingent deferred sales charge period, you may either
reinvest the proceeds in Class B shares or purchase Class A shares; if you
purchase Class A shares, you are responsible for paying any applicable Class A
sales charges. Proceeds from any other type of redemption and all dividend
payments and capital gain distributions will be reinvested in the same share
class from which the original redemption or distribution was made. Any
contingent deferred sales charge on Class C shares will be credited to your
account. Redemption proceeds of Class A shares representing direct purchases in
American Funds money market funds that are reinvested in non-money market
American Funds will be subject to a sales charge. Proceeds will be reinvested at
the next calculated net asset value after your request is received and accepted
by American Funds Service Company. For purposes of this "right of reinvestment
policy," automatic transactions (including, for example, automatic purchases,
withdrawals and payroll deductions) and ongoing retirement plan contributions
are not eligible for investment without a sales charge. See the statement of
additional information for further information. You may not reinvest proceeds in
the American Funds as described in this paragraph if such proceeds are subject
to a purchase block as described under "Frequent trading of fund shares" in this
prospectus. This paragraph does not apply to certain rollover investments as
described under "Rollovers from retirement plans to IRAs" in this prospectus.

TRANSACTIONS BY TELEPHONE, FAX OR THE INTERNET

Generally, you are automatically eligible to redeem or exchange shares by
telephone, fax or the Internet, unless you notify us in writing that you do not
want any or all of these services. You may reinstate these services at any time.

Unless you decide not to have telephone, fax or Internet services on your
account(s), you agree to hold the fund, American Funds Service Company, any of
its affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from any
losses, expenses, costs or liabilities (including attorney fees) that may be
incurred in connection with the exercise of these privileges, provided American
Funds Service Company employs reasonable procedures to confirm that the
instructions received from any person with appropriate account information are
genuine. If reasonable procedures are not employed, American Funds Service
Company and/or the fund may be liable for losses due to unauthorized or
fraudulent instructions.


                                       26

American Funds Money Market Fund / Prospectus


<PAGE>

Dividends and taxes

DIVIDENDS

The fund declares daily dividends from net investment income and distributes the
accrued dividends, which may fluctuate, to you each month. Dividends begin
accruing one day after payment for shares is received by the fund or American
Funds Service Company.

You may elect to reinvest dividends to purchase additional shares of this fund
or other American Funds, or you may elect to receive them in cash. Dividends for
529 share classes will be automatically reinvested.

TAXES ON DIVIDENDS

For federal income tax purposes, dividends you receive from the fund will be
subject to tax, and also may be subject to state or local taxes -- unless you
are exempt from taxation.

TAXES ON TRANSACTIONS

Generally, redemptions of shares of the fund, including exchanges, will not
result in a capital gain or loss for federal or state income tax purposes.

SHAREHOLDER FEES

Fees borne directly by a fund normally have the effect of reducing a
shareholder's taxable income on distributions. By contrast, fees paid directly
to advisers by a fund shareholder for ongoing advice are deductible for income
tax purposes only to the extent that they (combined with certain other
qualifying expenses) exceed 2% of such shareholder's adjusted gross income.

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION. HOLDERS OF 529 SHARES SHOULD
REFER TO THE APPLICABLE PROGRAM DESCRIPTION FOR MORE INFORMATION REGARDING THE
TAX CONSEQUENCES OF SELLING 529 SHARES.


                                       27



                                  American Funds Money Market Fund / Prospectus


<PAGE>




[logo - American Funds /(R)/]          The right choice for the long term/(R)/





          FOR SHAREHOLDER          American Funds Service Company
          SERVICES                 800/421-0180
          FOR RETIREMENT PLAN      Call your employer or plan
          SERVICES                 administrator
          FOR ADVISER              American Funds Distributors
          MARKETING                800/421-9900
           FOR 529 PLANS           American Funds Service Company
                                   800 /421-0180, ext. 529
          FOR 24                   American FundsLine
          -HOUR INFORMATION        800/325-3590
                                   americanfunds.com


          Telephone calls you have with the American Funds
          organization may be monitored or recorded for quality
          assurance, verification and/or recordkeeping purposes.
          By speaking with us on the telephone, you are giving
          your consent to such monitoring and recording.
-----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity in the meaning of any translated word
or phrase, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies and the independent registered public
accounting firm's report (in the annual report).

PROGRAM DESCRIPTION  The program description for the CollegeAmerica/(R)/ 529
program contains additional information about the policies and services related
to 529 plan accounts.

STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS  The current SAI,
as amended from time to time, contains more detailed information about the fund,
including the fund's financial statements, and is incorporated by reference into
this prospectus. This means that the current SAI, for legal purposes, is part of
this prospectus. The codes of ethics describe the personal investing policies
adopted by the fund, the fund's investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the Securities and Exchange
Commission (SEC). These and other related materials about the fund are available
for review or to be copied at the SEC's Public Reference Room in Washington, DC
(202/551-8090) or on the EDGAR database on the SEC's website at sec.gov or,
after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington,
DC 20549-1520. The codes of ethics, current SAI and shareholder reports are also
available, free of charge, on americanfunds.com.

E-DELIVERY AND HOUSEHOLD MAILINGS  Each year you are automatically sent an
updated prospectus and annual and semi-annual reports for the fund. You may also
occasionally receive proxy statements for the fund. In order to reduce the
volume of mail you receive, when possible, only one copy of these documents will
be sent to shareholders who are part of the same family and share the same
household address. You may elect to receive these documents electronically in
lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics, annual/semi-annual
report to shareholders or applicable program description, please call American
Funds Service Company at 800/421-0180 or write to the secretary of the fund at
333 South Hope Street, Los Angeles, California 90071.

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)  Shareholders may obtain
information about SIPC/(R)/ on its website at sipc.org or by calling
202/371-8300.



                                          Investment Company File No. 811-22277
                                    MFGEPR-959-0409P Litho in USA CGD/RRD/10044
-------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds     Capital Research and Management    Capital International     Capital Guardian     Capital Bank and Trust








<PAGE>




[logo - American Funds /(R)/]          The right choice for the long term/(R)/




American Funds
Money Market Fund/SM/




 PROSPECTUS
 ADDENDUM





 April 1, 2009













 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.



<PAGE>

Class R-5 shares of American Funds Money Market Fund are available to certain
clients of the Personal Investment Management group of Capital Guardian Trust
Company./SM/ Accordingly, for these shareholders, the following information
should be read in conjunction with the prospectus for this fund.

Fees and expenses of the fund -- pages 1-3

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.




 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                                                               CLASS R-5
-------------------------------------------------------------------------

 Maximum initial sales charge  (load) imposed on purchases       none
 (as a percentage of offering price)
-------------------------------------------------------------------------
 Maximum contingent deferred sales charge (load)                 none
-------------------------------------------------------------------------
 Maximum sales charge (load) imposed on reinvested dividends     none
-------------------------------------------------------------------------
 Redemption or exchange fees                                     none









 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A
 PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)/1/
                                                                CLASS R-5

-------------------------------------------------------------------------------

 Management fees                                                0.30%
-------------------------------------------------------------------------------
 Distribution and/or service (12b-1) fees                        none
-------------------------------------------------------------------------------
 Other expenses/2/                                              0.16
-------------------------------------------------------------------------------
 Total annual fund operating expenses/2/                        0.46





1 Based on estimated amounts for the current fiscal year.

2 Includes custodial, legal, transfer agent and subtransfer agent/recordkeeping
 payments and various other expenses. Subtransfer agent/recordkeeping payments
 may be made to third parties (including affiliates of the funds investment
 adviser) that provide recordkeeping and other administrative services to
 retirement plans invested in the fund in lieu of the transfer agent providing
 such services. The funds investment adviser may reimburse the fund for certain
 expenses. Such reimbursements may be reduced or discontinued at any time as
 determined by the investment adviser. Other expenses and total annual fund
 operating expenses in the table do not reflect any reimbursements.
 Additionally, the fund may suspend subtransfer agent/recordkeeping payments
 to third parities in certain circumstances under agreements between its
 transfer agent and those third parties.


<PAGE>

EXAMPLE

The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in each fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that each fund's operating expenses remain the
same as shown above.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:





                                          1 YEAR   3 YEARS
-----------------------------------------------------------

 Class R-5                                 $47      $148
-----------------------------------------------------------




Purchase and exchange of shares -- pages 14-18

PURCHASE OF CLASS R-5 SHARES

Class R-5 shares of the fund are available to certain clients of the Personal
Investment Management group of Capital Guardian Trust Company. Please contact
Capital Guardian Trust Company if you wish to purchase Class R-5 shares of the
fund.

Sales charges -- pages 19-20

CLASS R-5 SHARES

Class R-5 shares are sold without any initial or contingent deferred sales
charge. In addition, no compensation is paid to investment dealers on sales of
Class R-5 shares.







<PAGE>


                        AMERICAN FUNDS MONEY MARKET FUND

                                     Part B
                      Statement of Additional Information

                               April 1, 2009


This document is not a prospectus but should be read in conjunction with the
current prospectus or retirement plan prospectus of the American Funds Money
Market Fund (the "fund") dated April 1, 2009. You may obtain a prospectus from
your financial adviser or by writing to the fund at the following address:

                        American Funds Money Market Fund
                              Attention: Secretary
                             333 South Hope Street
                         Los Angeles, California 90071
                                  213/486-9200

Certain privileges and/or services described below may not be available to all
shareholders (including shareholders who purchase shares at net asset value
through eligible retirement plans) depending on the shareholder's investment
dealer or retirement plan recordkeeper. Please see your financial adviser,
investment dealer, plan recordkeeper or employer for more information.






Class A                   Class 529-A                   Class R-1
Class B                   Class 529-B                   Class R-2
Class C                   Class 529-C                   Class R-3
Class F-1                 Class 529-E                   Class R-4
Class F-2                 Class 529-F-1                 Class R-5
                                                        Class R-6





                               TABLE OF CONTENTS



Item                                                                  Page no.
----                                                                  --------

Certain investment limitations and guidelines . . . . . . . . . . .        2
Description of certain securities and investment techniques . . . .        2
Fund policies . . . . . . . . . . . . . . . . . . . . . . . . . . .        7
Management of the fund  . . . . . . . . . . . . . . . . . . . . . .        9
Execution of portfolio transactions . . . . . . . . . . . . . . . .       23
Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . .       26
Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . .       27
Taxes and distributions . . . . . . . . . . . . . . . . . . . . . .       28
Purchase and exchange of shares . . . . . . . . . . . . . . . . . .       31
Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . .       36
Shareholder account services and privileges . . . . . . . . . . . .       37
General information . . . . . . . . . . . . . . . . . . . . . . . .       40
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       47
Financial statements




                   American Funds Money Market Fund -- Page 1
<PAGE>


                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES

The following limitations and guidelines are considered at the time of purchase,
under normal circumstances, and are based on a percentage of the fund's net
assets unless otherwise noted. This summary is not intended to reflect all of
the fund's investment limitations.


     DEBT SECURITIES

     .    The fund will invest substantially all of its assets in securities
          rated in the highest short-term rating categories (i.e., Prime-1, A-1
          and A-1+).

     MATURITY

     .    The fund currently intends (over the next twelve months) to maintain a
          dollar-weighted average portfolio maturity of approximately 75 days or
          less. Additionally, the fund will not maintain a dollar-weighted
          average portfolio maturity that exceeds 90 days.

     INVESTING OUTSIDE THE U.S.

     .    The fund may invest a portion of its assets in U.S. dollar-denominated
          securities issued by entities outside the U.S.

                        *     *     *     *     *     *

The fund may experience difficulty liquidating certain portfolio securities
during significant market declines or periods of heavy redemptions.


          DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES

The descriptions below are intended to supplement the material in the prospectus
under "Investment objective, strategies and risks."


INVESTMENT POLICIES -- The fund may invest in securities that are rated in the
two highest rating categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board of Trustees ("eligible securities"). The nationally recognized
statistical rating organizations currently rating instruments of the type the
fund may purchase include Moody's Investors Service ("Moody's"), Standard &
Poor's Corporation ("S&P"), Fitch Ratings ("Fitch") and Dominion Bond Rating
Service ("DBRS"). Subsequent to its purchase, an issue of securities may cease
to be rated or its rating may be reduced below the minimum rating required for
its purchase. Neither event requires the elimination of such securities from the
fund's portfolio, but Capital Research and Management Company (the "investment
adviser") will consider such an event in its determination of whether the fund
should continue to hold the securities. Investments in eligible securities not
rated in the highest category by at least two rating organizations (or one
rating organization if the instrument was rated by only one such organization),
and unrated eligible securities not determined by the investment adviser to be
of comparable quality to those rated in the highest category, will be limited to
5% of the fund's total


                   American Funds Money Market Fund -- Page 2
<PAGE>


assets, with the investment in any one such issuer being limited to no more than
the greater of 1% of a fund's total assets or $1,000,000.


The fund invests in various high-quality money market instruments that mature,
or may be redeemed or resold, in 13 months or less (25 months or less in the
case of U.S. government securities).


OBLIGATIONS BACKED BY THE "FULL FAITH AND CREDIT" OF THE U.S. GOVERNMENT -- U.S.
government obligations include the following types of securities:


     U.S. TREASURY SECURITIES -- U.S. Treasury securities include direct
     obligations of the U.S. Treasury, such as Treasury bills, notes and bonds.
     For these securities, the payment of principal and interest is
     unconditionally guaranteed by the U.S. government, and thus they are of the
     highest possible credit quality. Such securities are subject to variations
     in market value due to fluctuations in interest rates, but, if held to
     maturity, will be paid in full.

     FEDERAL AGENCY SECURITIES -- The securities of certain U.S. government
     agencies and government-sponsored entities are guaranteed as to the timely
     payment of principal and interest by the full faith and credit of the U.S.
     government. Such agencies and entities include the Government National
     Mortgage Association (Ginnie Mae), the Veterans Administration (VA), the
     Federal Housing Administration (FHA), the Export-Import Bank (Exim Bank),
     the Overseas Private Investment Corporation (OPIC), the Commodity Credit
     Corporation (CCC) and the Small Business Administration (SBA).

OTHER FEDERAL AGENCY OBLIGATIONS -- Additional federal agency securities are
neither direct obligations of, nor guaranteed by, the U.S. government. These
obligations include securities issued by certain U.S. government agencies and
government-sponsored entities. However, they generally involve some form of
federal sponsorship: some operate under a government charter; some are backed by
specific types of collateral; some are supported by the issuer's right to borrow
from the Treasury; and others are supported only by the credit of the issuing
government agency or entity. These agencies and entities include, but are not
limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation
(Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee
Valley Authority and Federal Farm Credit Bank System.


On September 7, 2008, Freddie Mac and Fannie Mae were placed into
conservatorship by their new regulator, the Federal Housing Finance Agency.
Simultaneously, the U.S. Treasury made a commitment of indefinite duration to
maintain the positive net worth of both firms.


REPURCHASE AGREEMENTS -- Repurchase agreements under which the fund buys a
security and obtains a simultaneous commitment from the seller to repurchase the
security at a specified time and price. Repurchase agreements permit the fund to
maintain liquidity and earn income over periods of time as short as overnight.
The seller must maintain with the fund's custodian collateral equal to at least
100% of the repurchase price, including accrued interest, as monitored daily by
the investment adviser. The fund will only enter into repurchase agreements
involving securities in which it could otherwise invest and with selected banks
and securities dealers whose financial condition is monitored by the investment
adviser. If the seller under the repurchase agreement defaults, the fund may
incur a loss if the value of the collateral securing the repurchase agreement
has declined and may incur disposition costs in connection with liquidating the
collateral. If bankruptcy proceedings are commenced with respect to the seller,
realization of the collateral by the fund may be delayed or limited.


                   American Funds Money Market Fund -- Page 3
<PAGE>


COMMERCIAL PAPER -- Short-term notes issued by companies, governmental bodies or
bank/ corporation sponsored conduits (asset-backed commercial paper).


4(2) COMMERCIAL PAPER -- Commercial paper issued pursuant to Section 4(2) of the
Securities Act of 1933 (the "1933 Act"). 4(2) commercial paper has substantially
the same price and liquidity characteristics as commercial paper generally,
except that the resale of 4(2) commercial paper is limited to the institutional
investor marketplace. Such a restriction on resale makes 4(2) commercial paper
technically a restricted security under the 1933 Act. In practice, however, 4(2)
commercial paper can be resold as easily as any other unrestricted security held
by the fund. Accordingly, 4(2) commercial paper has been determined to be liquid
under procedures adopted by the fund's board of directors.


SHORT-TERM BANK OBLIGATIONS -- Certificates of deposit (interest-bearing time
deposits), bank notes, bankers' acceptances (time drafts drawn on a commercial
bank where the bank accepts an irrevocable obligation to pay at maturity)
representing direct or contingent obligations of commercial banks. Commercial
banks issuing obligations in which the fund invests must be on an approved list
that is monitored on a regular basis.


GOVERNMENT SUPPORT FOR SHORT-TERM DEBT INSTRUMENTS -- Various agencies and
instrumentalities of the U.S. government and governments of other countries have
recently implemented or announced programs that support short-term debt
instruments, including commercial paper, in an attempt to sustain liquidity in
the markets for these securities. Following is a brief summary of some of these
programs (please refer to the applicable entity's website for further
information on the specific program). Entities issuing obligations supported by
these programs in which the fund invests must be on an approved list that is
monitored on a regular basis.


     TEMPORARY LIQUIDITY GUARANTEE PROGRAM -- The FDIC will guarantee payment of
     new senior unsecured debt issued by FDIC-insured depository institutions,
     U.S. bank holding companies and financial holding companies and certain
     U.S. savings and loan holding companies. The guarantee will cover all new
     senior unsecured debt, including commercial paper, issued by these entities
     on or before December 31, 2009. The guarantee will extend only until
     December 31, 2012, even if the debt has not then matured.

     COMMERCIAL PAPER FUNDING FACILITY (CPFF) -- The Federal Reserve Bank of New
     York will lend money to a special purpose vehicle that will purchase
     eligible commercial paper from eligible issuers from October 27, 2008 until
     October 30, 2009. Under the CPFF, eligible issuers are U.S. domiciled
     issuers of commercial paper (including those with parent companies outside
     the U.S.) and eligible commercial paper must have a three month maturity,
     be U.S. dollar denominated and be rated at least A-1/P-1/F1 by two or more
     nationally recognized rating agencies.

     ASSET BACKED COMMERCIAL PAPER MONEY MARKET FUND LIQUIDITY FACILITY (AMLF) -
     The Federal Reserve Bank of Boston will lend money to eligible borrowers,
     including U.S. depositary institutions, bank holding companies and U.S.
     branches and agencies of foreign banks, in order to fund purchases of
     eligible asset backed commercial paper from money market funds until
     October 30, 2009. Under the AMLF, eligible asset backed commercial paper
     must be issued by a U.S. issuer that was in existence on September 18,
     2008, be U.S. dollar denominated, be rated at least A-1, P-1 or F1 by at
     least two major


                   American Funds Money Market Fund -- Page 4
<PAGE>


     rating agencies (or in the top rating category if rated by only one agency)
     and have a maturity that does not exceed 120 days if the borrower is a bank
     or 270 days for non-bank borrowers.

     MONEY MARKET INVESTOR FUNDING FACILITY (MMIFF) -- In addition to the CPFF,
     the Federal Reserve Bank of New York will lend money to a series of special
     purpose vehicles to purchase eligible assets from eligible investors. Under
     the MMIFF, eligible investors are U.S. money market funds and eligible
     assets include U.S. dollar-denominated certificates of deposit, bank notes
     and commercial paper with a remaining maturity of 90 days or less issued by
     the financial institutions designated in operational documents of the
     special purpose vehicles. The special purpose vehicles will purchase the
     eligible assets with funds from the Federal Reserve Bank of New York and
     the issuance of asset backed commercial paper to the eligible investor. The
     MMIFF will run through October 30, 2009.

     GOVERNMENT GUARANTEES OUTSIDE THE U.S. -- Various governments outside the
     U.S. have implemented or announced programs under which the government or a
     government agency will guarantee debt, including commercial paper, of
     financial institutions in that country.

CORPORATE BONDS AND NOTES -- Corporate obligations include those that mature, or
may be redeemed by the fund, in 13 months or less. These obligations may
originally have been issued with maturities in excess of 13 months. The fund
currently may invest only in corporate bonds or notes of issuers having
outstanding short-term securities rated in the top rating category and long-term
ratings of A- or better, in each case by Moody's, S&P, Fitch or DBRS. See the
appendix for a description of high-quality ratings by Moody's, S&P, Fitch and
DBRS.


LOANS OF PORTFOLIO SECURITIES -- The fund is authorized to lend portfolio
securities to selected securities dealers or other institutional investors whose
financial condition is monitored by the investment adviser. The borrower must
maintain with the fund's custodian collateral consisting of cash, cash
equivalents or U.S. government securities equal to at least 100% of the value of
the borrowed securities, plus any accrued interest. The investment adviser will
monitor the adequacy of the collateral on a daily basis. The fund may at any
time call a loan of its portfolio securities and obtain the return of the loaned
securities. The fund will receive any interest paid on the loaned securities and
a fee or a portion of the interest earned on the collateral. The fund will limit
its loans of portfolio securities to an aggregate of 10% of the value of its
total assets, measured at the time any such loan is made.


INVESTING OUTSIDE THE UNITED STATES -- The fund may invest in securities issued
by entities domiciled outside the United States or in securities with credit and
liquidity support features provided by entities domiciled outside the United
States. Since these securities are issued by entities that may have substantial
operations outside the United States, they may involve additional risks and
considerations. These securities may be affected by unfavorable political,
economic or governmental developments that could affect the repayment of
principal or payment of interest. Securities of U.S. issuers with substantial
operations outside the United States may also be subject to similar risks.


VARIABLE AND FLOATING RATE OBLIGATIONS -- The interest rates payable on certain
securities in which the fund may invest may not be fixed but may fluctuate based
upon changes in market rates or credit ratings. Variable and floating rate
obligations bear coupon rates that are adjusted


                   American Funds Money Market Fund -- Page 5
<PAGE>


at designated intervals, based on the then current market rates of interest or
credit ratings. The rate adjustment features tend to limit the extent to which
the market value of the obligations will fluctuate.


PUT SECURITIES -- The fund may purchase securities that provide for the right to
resell them to the issuer, a bank or a broker-dealer, typically at the par value
plus accrued interest within a specified period of time prior to maturity. This
right is commonly known as a "put" or a "demand feature." The fund may pay a
higher price for such securities than would otherwise be paid for the same
security without such a right. The fund will enter into these transactions only
with issuers, banks or broker-dealers that are determined by the investment
adviser to present minimal credit risks. If an issuer, bank or broker-dealer
should default on its obligation to repurchase, the fund may be unable to
recover all or a portion of any loss sustained. There is no specific limit on
the extent to which the fund may invest in such securities.


MATURITY -- The fund determines its net asset value using the penny-rounding
method, according to rules of the Securities and Exchange Commission ("SEC"),
which permits it to maintain a constant net asset value of $1.00 per share under
normal conditions. In accordance with rule 2a-7 under the Investment Company Act
of 1940, as amended, the fund is required to maintain a dollar-weighted average
portfolio maturity of 90 days or less and purchase only instruments having
remaining maturities of 13 months or less (25 months or less in the case of U.S.
government securities) determined in accordance with procedures established by
the board of trustees to present minimal credit risks. For this purpose, certain
variable and floating rate obligations and put securities which may otherwise
have stated maturities in excess of 13 months (25 months in the case of U.S.
government securities) will be deemed to have remaining maturities equal to the
period remaining until each next readjustment of the interest rate or until the
fund is entitled to repayment or repurchase of the security.


FORWARD COMMITMENT, WHEN ISSUED AND DELAYED DELIVERY TRANSACTIONS -- The fund
may enter into commitments to purchase or sell securities at a future date. When
the fund agrees to purchase such securities, it assumes the risk of any decline
in value of the security from the date of the agreement. If the other party to
such a transaction fails to deliver or pay for the securities, the fund could
miss a favorable price or yield opportunity, or could experience a loss.


The fund will not use these transactions for the purpose of leveraging and will
segregate liquid assets that will be marked to market daily in an amount
sufficient to meet its payment obligations in these transactions. Although these
transactions will not be entered into for leveraging purposes, to the extent the
fund's aggregate commitments in connection with these transactions exceed its
segregated assets, the fund temporarily could be in a leveraged position
(because it may have an amount greater than its net assets subject to market
risk). Should market values of the fund's portfolio securities decline while the
fund is in a leveraged position, greater depreciation of its net assets would
likely occur than if it were not in such a position. The fund will not borrow
money to settle these transactions and, therefore, will liquidate other
portfolio securities in advance of settlement if necessary to generate
additional cash to meet its obligations. After a transaction is entered into,
the fund may still dispose of or renegotiate the transaction. Additionally,
prior to receiving delivery of securities as part of a transaction, the fund may
sell such securities.


                   American Funds Money Market Fund -- Page 6
<PAGE>



                                 FUND POLICIES

All percentage limitations in the following fund policies are considered at the
time securities are purchased and are based on the fund's net assets unless
otherwise indicated. None of the following policies involving a maximum
percentage of assets will be considered violated unless the excess occurs
immediately after, and is caused by, an acquisition by the fund. In managing the
fund, the fund's investment adviser may apply more restrictive policies than
those listed below.


FUNDAMENTAL POLICIES -- The fund has adopted the following fundamental policies,
which may not be changed without approval by holders of a majority of its
outstanding shares. Such majority is defined in the Investment Company Act of
1940, as amended (the "1940 Act"), as the vote of the lesser of (a) 67% or more
of the voting securities present at a shareholder meeting, if the holders of
more than 50% of the outstanding voting securities are present in person or by
proxy, or (b) more than 50% of the outstanding voting securities.


1.   The fund may not borrow money except as permitted by (i) the 1940 Act and
the rules and regulations thereunder, or other successor law governing the
regulation of registered investment companies, or interpretations or
modifications thereof by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority of competent jurisdiction.

2.   The fund may not issue senior securities except as permitted by (i) the
1940 Act and the rules and regulations thereunder, or other successor law
governing the regulation of registered investment companies, or interpretations
or modifications thereof by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority of competent jurisdiction.

3.   The fund may not underwrite the securities of other issuers except as
permitted by (i) the 1940 Act and the rules and regulations thereunder, or other
successor law governing the regulation of registered investment companies, or
interpretations or modifications thereof by the SEC, SEC staff or other
authority of competent jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent jurisdiction.

4.   The fund may not purchase or sell real estate or commodities except as
permitted by (i) the 1940 Act and the rules and regulations thereunder, or other
successor law governing the regulation of registered investment companies, or
interpretations or modifications thereof by the SEC, SEC staff or other
authority of competent jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent jurisdiction.

5.   The fund may not make loans except as permitted by (i) the 1940 Act and the
rules and regulations thereunder, or other successor law governing the
regulation of registered investment companies, or interpretations or
modifications thereof by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority of competent jurisdiction.

6.   Except as permitted by (i) the 1940 Act and the rules and regulations
thereunder, or other successor law governing the regulation of registered
investment companies, or interpretations or modifications thereof by the SEC,
SEC staff or other authority of competent jurisdiction, or (ii) exemptive or
other relief or permission from the SEC, SEC staff or other authority of
competent


                   American Funds Money Market Fund -- Page 7
<PAGE>


jurisdiction, the fund may not purchase the securities of any issuer if, as a
result of such purchase, the fund's investments would be concentrated in any
particular industry or group of industries, except that the fund may invest
without limitation in U.S. government securities and bank obligations.

7.   The fund may not invest in companies for the purpose of exercising control
or management.

NONFUNDAMENTAL POLICIES -- The following policies may be changed by the board of
trustees without shareholder approval:


1.   The fund may not invest more than 10% of its net assets in securities which
are not readily marketable.

2.   The fund may not invest in securities of other investment companies, except
as permitted by the 1940 Act.

3.   The fund may not acquire securities of open-end investment companies or
unit investment trusts registered under the 1940 Act in reliance on Sections
12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

ADDITIONAL INFORMATION ABOUT FUNDAMENTAL POLICIES -- The information below is
not part of the fund's fundamental policies. This information is intended to
provide a summary of what is currently required or permitted by the 1940 Act and
the rules and regulations thereunder, or by the interpretive guidance thereof by
the SEC or SEC staff, for particular fundamental policies of the fund.


For purposes of fundamental policy 1, the fund may borrow money in amounts of up
to 33-1/3% of its total assets from banks for any purpose, and may borrow up to
5% of its total assets from banks or other lenders for temporary purposes.


For purposes of fundamental policy 5, the fund may not lend more than 1/3 of its
total assets, except through the purchase of debt obligations or the use of
repurchase agreements.


For purposes of fundamental policy 6, the fund may not invest 25% or more of its
total assets in the securities of issuers in the same industry, except that the
fund may invest without limitation in securities of the United States government
or its agencies or instrumentalities and obligations of U.S. banks, including
U.S. branches of banks based outside the United States (e.g., certificates of
deposit, interest bearing time deposits, bank notes and banker's acceptances).
The fund invests in such obligations using the investment criteria of, and in
compliance with, Rule 2(a)(7) under the 1940 Act.  In evaluating and selecting
such investments, the investment adviser, on behalf of the fund, uses the
criteria set forth under the headings "Certain investment limitations and
guidelines" and "Description of certain securities and investment techniques" in
this statement of additional information.




                   American Funds Money Market Fund -- Page 8
<PAGE>


                             MANAGEMENT OF THE FUND

BOARD OF TRUSTEES AND OFFICERS


"INDEPENDENT" TRUSTEES/1/




 NAME, AGE AND                                                     NUMBER OF
 POSITION WITH FUND                                              PORTFOLIOS/3/
 (YEAR FIRST ELECTED                PRINCIPAL OCCUPATION(S)        OVERSEEN      OTHER DIRECTORSHIPS/4/ HELD
 AS A TRUSTEE/2/)                   DURING PAST FIVE YEARS        BY TRUSTEE             BY TRUSTEE
-------------------------------------------------------------------------------------------------------------

 Ambassador Richard G. Capen,    Corporate director and               16         Carnival Corporation
 Jr., 74                         author; former U.S.
 Trustee (2009)                  Ambassador to Spain; former
                                 Vice Chairman, Knight-Ridder,
                                 Inc. (communications
                                 company); former Chairman and
                                 Publisher, The Miami Herald

-------------------------------------------------------------------------------------------------------------
 H. Frederick Christie, 75       Private investor; former             16         AECOM Technology
 Trustee (2009)                  President and CEO, The                          Corporation;
                                 Mission Group (non-utility                      DineEquity, Inc.;
                                 holding company, subsidiary                     Ducommun Incorporated;
                                 of Southern California Edison                   SouthWest Water Company
                                 Company)
-------------------------------------------------------------------------------------------------------------
 James G. Ellis, 62              Dean and Professor of                14         Quiksilver, Inc.
 Trustee (2009)                  Marketing, University of
                                 Southern California
-------------------------------------------------------------------------------------------------------------
 Martin Fenton, 73               Chairman of the Board, Senior        19         None
 Chairman of the Board           Resource Group LLC
 (Independent and                (development and management
 Non-Executive) (2009)           of senior living communities)

-------------------------------------------------------------------------------------------------------------
 Leonard R. Fuller, 62           President and CEO, Fuller            17         None
 Trustee (2009)                  Consulting (financial
                                 management consulting firm)
-------------------------------------------------------------------------------------------------------------
 R. Clark Hooper, 62             Private investor; former             19         JPMorgan Value Opportunities
 Trustee (2009)                  President, Dumbarton Group                      Fund, Inc.;
                                 LLC (securities industry                        The Swiss Helvetia Fund,
                                 consulting); former Executive                   Inc.
                                 Vice President - Policy and
                                 Oversight, NASD
-------------------------------------------------------------------------------------------------------------
 Laurel B. Mitchell, Ph.D.,      Professor and Director of             6         None
 61                              Accounting Program,
 Trustee (2009)                  University of Redlands
-------------------------------------------------------------------------------------------------------------
 Richard G. Newman, 74           Chairman of the Board, AECOM         15         Sempra Energy;
 Trustee (2009)                  Technology Corporation                          SouthWest Water Company
                                 (engineering, consulting and
                                 professional technical
                                 services)
-------------------------------------------------------------------------------------------------------------
 Frank M. Sanchez, 65            Principal, The Sanchez Family        14         None
 Trustee (2009)                  Corporation dba McDonald's
                                 Restaurants (McDonald's
                                 licensee)
-------------------------------------------------------------------------------------------------------------
 Steadman Upham, Ph.D., 60       President and Professor of           15         None
 Trustee (2009)                  Anthropology, The University
                                 of Tulsa; former President
                                 and Professor of Archaeology,
                                 Claremont Graduate University
                                                                 --------------------------------------------
-----------------------------------------------------------------








                   American Funds Money Market Fund -- Page 9
<PAGE>


"INTERESTED" TRUSTEES/5,6/




                                  PRINCIPAL OCCUPATION(S)
                                  DURING PAST FIVE YEARS
 NAME, AGE AND                         AND POSITIONS             NUMBER OF
 POSITION WITH FUND            HELD WITH AFFILIATED ENTITIES   PORTFOLIOS/3/
 (YEAR FIRST ELECTED           OR THE PRINCIPAL UNDERWRITER      OVERSEEN      OTHER DIRECTORSHIPS/4/ HELD
 AS A TRUSTEE/OFFICER/2/)               OF THE FUND             BY TRUSTEE             BY TRUSTEE
-----------------------------------------------------------------------------------------------------------

 Abner D. Goldstine, 79        Senior Vice President - Fixed        14         None
 Trustee (2009)                Income, Capital Research and
                               Management Company; Director,
                               Capital Research and
                               Management Company
-----------------------------------------------------------------------------------------------------------
 Paul G. Haaga, Jr. 60         Vice Chairman of the Board,          15         None
 Vice Chairman of the Board    Capital Research and
 (2009)                        Management Company; Senior
                               Vice President - Fixed
                               Income, Capital Research and
                               Management Company
-----------------------------------------------------------------------------------------------------------







OTHER OFFICERS/6/



 NAME, AGE AND
 POSITION WITH FUND         PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
 (YEAR FIRST ELECTED          AND POSITIONS HELD WITH AFFILIATED ENTITIES
 AS AN OFFICER/2/)             OR THE PRINCIPAL UNDERWRITER OF THE FUND
-------------------------------------------------------------------------------

 Kristine M.             Vice President and Senior Counsel - Fund Business
 Nishiyama, 38           Management Group, Capital Research and Management
 President (2009)        Company; Vice President and Counsel, Capital Bank and
                         Trust Company*
-------------------------------------------------------------------------------
 Terry S. Cook, 56       Senior Vice President - Fixed Income, Capital
 Senior Vice President   Research and Management Company
 (2009)
-------------------------------------------------------------------------------
 Louise Moriarty, 49     Vice President - Fixed Income, Capital Research
 Senior Vice President   Company*
 (2009)
-------------------------------------------------------------------------------
 Karen F. Hall, 43       Vice President - Fixed Income, Capital Research and
 Vice President (2009)   Management Company
-------------------------------------------------------------------------------
 Belinda A. Heard, 46    Vice President - Fixed Income, Capital Research and
 Vice President (2009)   Management Company
-------------------------------------------------------------------------------
 Kimberly S. Verdick,    Vice President - Fund Business Management Group,
 44                      Capital Research and Management Company
 Secretary (2009)
-------------------------------------------------------------------------------
 Ari M. Vinocor, 34      Vice President - Fund Business Management Group,
 Treasurer (2009)        Capital Research and Management Company
-------------------------------------------------------------------------------
 Courtney R. Taylor,     Assistant Vice President - Fund Business Management
 34                      Group, Capital Research and Management Company
 Assistant Secretary
 (2009)
-------------------------------------------------------------------------------
 Susie Gupton, 35        Vice President - Fund Business Management Group,
 Assistant Treasurer     Capital Research and Management Company
 (2009)
-------------------------------------------------------------------------------





                  American Funds Money Market Fund -- Page 10
<PAGE>


* Company affiliated with Capital Research and Management Company.

1 The term "independent" trustee refers to a trustee who is not an "interested
 person" of the fund within the meaning of the 1940 Act.
2 Trustees and officers of the fund serve until their resignation, removal or
 retirement.
3 Funds managed by Capital Research and Management Company, including the
 American Funds; American Funds Insurance Series,(R) which is composed of 16
 funds and serves as the underlying investment vehicle for certain variable
 insurance contracts; American Funds Target Date Retirement Series,(R)/ /Inc.,
 which is composed of nine funds and is available through tax-deferred
 retirement plans and IRAs; and Endowments, which is composed of two portfolios
 and is available to certain nonprofit organizations.
4 This includes all directorships (other than those in the American Funds or
 other funds managed by Capital Research and Management Company) that are held
 by each trustee as a director of a public company or a registered investment
 company.
5 "Interested persons" of the fund within the meaning of the 1940 Act, on the
 basis of their affiliation with the fund's investment adviser, Capital Research
 and Management Company, or affiliated entities (including the fund's principal
 underwriter).
6 All of the officers listed, except Louise M. Moriarty and Belinda A. Heard,
 are officers and/or directors/trustees of one or more of the other funds for
 which Capital Research and Management Company serves as investment adviser.



THE ADDRESS FOR ALL TRUSTEES AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET,
55TH FLOOR, LOS ANGELES, CALIFORNIA 90071, ATTENTION: SECRETARY.


                  American Funds Money Market Fund -- Page 11
<PAGE>


FUND SHARES OWNED BY TRUSTEES AS OF DECEMBER 31, 2008:



                                                                               AGGREGATE
                                                                                DOLLAR
                                                                              RANGE/1/ OF
                                                                              INDEPENDENT
                                            AGGREGATE                          TRUSTEES
                                         DOLLAR RANGE/1/      DOLLAR           DEFERRED
                                            OF SHARES       RANGE/1 /OF     COMPENSATION/2/
                                            OWNED IN        INDEPENDENT      ALLOCATED TO
                                            ALL FUNDS        TRUSTEES          ALL FUNDS
                                             IN THE          DEFERRED           WITHIN
                        DOLLAR RANGE/1/  AMERICAN FUNDS   COMPENSATION/2/   AMERICAN FUNDS
                            OF FUND      FAMILY OVERSEEN     ALLOCATED      FAMILY OVERSEEN
         NAME            SHARES OWNED      BY TRUSTEE         TO FUND         BY TRUSTEE
--------------------------------------------------------------------------------------------

 "INDEPENDENT" TRUSTEES
--------------------------------------------------------------------------------------------
 Richard J. Capen,            N/A         Over $100,000         N/A          Over $100,000
 Jr.
--------------------------------------------------------------------------------------------
 H. Frederick                 N/A         Over $100,000         N/A          Over $100,000
 Christie
--------------------------------------------------------------------------------------------
 James G. Ellis               N/A         Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------
 Martin Fenton                N/A         Over $100,000         N/A          Over $100,000
--------------------------------------------------------------------------------------------
 Leonard R. Fuller            N/A           $50,001 -           N/A          Over $100,000
                                            $100,000
--------------------------------------------------------------------------------------------
 R. Clark Hooper              N/A         Over $100,000         N/A            $50,001 -
                                                                               $100,000
--------------------------------------------------------------------------------------------
 Laurel B.                    N/A             None              N/A               N/A
 Mitchell/3/
--------------------------------------------------------------------------------------------
 Richard G. Newman            N/A         Over $100,000         N/A               N/A
--------------------------------------------------------------------------------------------
 Frank M. Sanchez             N/A           $10,001 -           N/A               N/A
                                             $50,000
--------------------------------------------------------------------------------------------
 Steadman Upham               N/A         Over $100,000         N/A          Over $100,000
--------------------------------------------------------------------------------------------







                  American Funds Money Market Fund -- Page 12
<PAGE>





                                                          AGGREGATE
                                                       DOLLAR RANGE/1/
                                                          OF SHARES
                                                           OWNED IN
                                                          ALL FUNDS
                                                            IN THE
                          DOLLAR RANGE/1/               AMERICAN FUNDS
                              OF FUND                  FAMILY OVERSEEN
       NAME                 SHARES OWNED                  BY TRUSTEE
-----------------------------------------------------------------------------

 "INTERESTED" TRUSTEES
-----------------------------------------------------------------------------
 Abner D.                       N/A                     Over $100,000
 Goldstine
-----------------------------------------------------------------------------
 Paul G. Haaga,                 N/A                     Over $100,000
 Jr.
-----------------------------------------------------------------------------





1 Ownership disclosure is made using the following ranges: None; $1 - $10,000;
 $10,001 - $50,000; $50,001 - $100,000; and Over $100,000. The amounts listed
 for "interested" trustees include shares owned through The Capital Group
 Companies, Inc. retirement plan and 401(k) plan.
2 Eligible trustees may defer their compensation under a nonqualified deferred
 compensation plan. Deferred amounts accumulate at an earnings rate determined
 by the total return of one or more American Funds as designated by the trustee.

3 Dr. Mitchell became a director in the American Funds family on March 19, 2009.


TRUSTEE COMPENSATION -- No compensation is paid by the fund to any officer or
trustee who is a director, officer or employee of the investment adviser or its
affiliates. The boards of funds advised by the investment adviser typically meet
either individually or jointly with the boards of one or more other such funds
with substantially overlapping board membership (in each case referred to as a
"board cluster"). The fund typically pays each independent trustee an annual fee
based primarily on the total number of board clusters on which that independent
trustee serves.


In addition, the fund generally pays independent trustees attendance and other
fees for meetings of the board and its committees. Board and committee chairs
receive additional fees for their services.


Independent trustees also receive attendance fees for certain special joint
meetings and information sessions with directors and trustees of other groupings
of funds advised by the investment adviser. The fund and the other funds served
by each independent trustee each pay an equal portion of these attendance fees.


No pension or retirement benefits are accrued as part of fund expenses.
Independent trustees may elect, on a voluntary basis, to defer all or a portion
of their fees through a deferred compensation plan in effect for the fund. The
fund also reimburses certain expenses of the independent trustees.




                  American Funds Money Market Fund -- Page 13
<PAGE>


TRUSTEE COMPENSATION EARNED DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2008



                                                                                                      TOTAL COMPENSATION (INCLUDING
                                                                                                           VOLUNTARILY DEFERRED
                                                                                                             COMPENSATION/1/)
                                                                            AGGREGATE COMPENSATION      FROM ALL FUNDS MANAGED BY
                                                                            (INCLUDING VOLUNTARILY         CAPITAL RESEARCH AND
                                                                           DEFERRED COMPENSATION/1/)            MANAGEMENT
                                  NAME                                          FROM THE FUNDS         COMPANY OR ITS AFFILIATES/2/
------------------------------------------------------------------------------------------------------------------------------------

 Richard J. Capen, Jr.                                                                N/A                        $215,444
------------------------------------------------------------------------------------------------------------------------------------
 H. Frederick Christie                                                                N/A                         434,092
------------------------------------------------------------------------------------------------------------------------------------
 James G. Ellis                                                                       N/A                         107,332
------------------------------------------------------------------------------------------------------------------------------------
 Martin Fenton                                                                        N/A                         368,078
------------------------------------------------------------------------------------------------------------------------------------
 Leonard R. Fuller                                                                    N/A                         327,886
------------------------------------------------------------------------------------------------------------------------------------
 R. Clark Hooper                                                                      N/A                         330,940
------------------------------------------------------------------------------------------------------------------------------------
 Laurel B. Mitchell/3/                                                                N/A                             N/A
------------------------------------------------------------------------------------------------------------------------------------
 Richard G. Newman                                                                    N/A                         226,037
------------------------------------------------------------------------------------------------------------------------------------
 Frank M. Sanchez                                                                     N/A                         120,535
------------------------------------------------------------------------------------------------------------------------------------
 Steadman Upham                                                                       N/A                         198,581
------------------------------------------------------------------------------------------------------------------------------------





1 Amounts may be deferred by eligible trustees under a nonqualified deferred
 compensation plan adopted by the fund in 2009. Deferred amounts accumulate at
 an earnings rate determined by the total return of one or more American Funds
 as designated by the trustees. Compensation shown in this table for the fiscal
 year ended September 30, 2008 does not include earnings on amounts deferred in
 previous fiscal years.
2 Funds managed by Capital Research and Management Company, including the
 American Funds; American Funds Insurance Series,(R) which is composed of 16
 funds and serves as the underlying investment vehicle for certain variable
 insurance contracts; American Funds Target Date Retirement Series,(R)/ /Inc.,
 which is composed of nine funds and is available through tax-deferred
 retirement plans and IRAs; and Endowments, which is composed of two portfolios
 and is available to certain nonprofit organizations.

3 Dr. Mitchell became a director in the American Funds family on March 19, 2009.


FUND ORGANIZATION AND THE BOARD OF TRUSTEES -- The fund, an open-end,
diversified management investment company, was organized as a Delaware statutory
trust on February 4, 2009.


Delaware law charges trustees with the duty of managing the business affairs of
the Trust. Trustees are considered to be fiduciaries of the Trust and must act
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with
such matters would use to attain the purposes of the Trust.


The fund has several different classes of shares. Shares of each class represent
an interest in the same investment portfolio. Each class has pro rata rights as
to voting, redemption, dividends and liquidation, except that each class bears
different distribution expenses and may bear different transfer agent fees and
other expenses properly attributable to the particular class as approved by the
board of trustees and set forth in the fund's rule 18f-3 Plan. Each class'
shareholders have exclusive voting rights with respect to the respective class'
rule 12b-1 plans adopted in connection with the distribution of shares and on
other matters in which the interests of such classes are different from the
interests of other classes. Shares of all classes of the fund vote together on
matters that affect all classes in substantially the same manner. Each class


                  American Funds Money Market Fund -- Page 14
<PAGE>


votes as a class on matters that affect that class alone. Note that 529 college
savings plan account owners invested in Class 529 shares are not shareholders of
the fund and, accordingly, do not have the rights of a shareholder, such as the
right to vote proxies relating to fund shares. As the legal owner of the fund's
Class 529 shares, the Virginia College Savings Plan/SM/ will vote any proxies
relating to the fund's Class 529 shares. In addition, the trustees have the
authority to establish new series and classes of shares, and to split or combine
outstanding shares into a greater or lesser number, without shareholder
approval.


The fund does not hold annual meetings of shareholders. However, significant
matters that require shareholder approval, such as certain elections of board
members or a change in a fundamental investment policy, will be presented to
shareholders at a meeting called for such purpose. Shareholders have one vote
per share owned. At the request of the holders of at least 10% of the shares,
the fund will hold a meeting at which any member of the board could be removed
by a majority vote.


The fund's declaration of trust and by-laws as well as separate indemnification
agreements that the fund has entered into with its independent trustees provide
in effect that, subject to certain conditions, the fund will indemnify its
officers and trustees against liabilities or expenses actually and reasonably
incurred by them relating to their service to the fund. However, neither
officers nor trustees are protected from liability by reason of their willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their office.


COMMITTEES OF THE BOARD OF TRUSTEES -- The fund has an audit committee comprised
of Richard G. Capen, Jr.; H. Frederick Christie; Leonard R. Fuller; R. Clark
Hooper; Laurel B. Mitchell; and Steadman Upham, none of whom is an "interested
person" of the fund within the meaning of the 1940 Act. The committee provides
oversight regarding the fund's accounting and financial reporting policies and
practices, the fund's internal controls and the internal controls of the fund's
principal service providers. The committee acts as a liaison between the fund's
independent registered public accounting firm and the full board of trustees.


The fund has a contracts committee comprised of Richard G. Capen, Jr.; H.
Frederick Christie; James G. Ellis; Martin Fenton; Leonard R. Fuller; R. Clark
Hooper; Laurel B. Mitchell; Richard G. Newman; Frank M. Sanchez; and Steadman
Upham, none of whom is an "interested person" of the fund within the meaning of
the 1940 Act. The committee's principal function is to request, review and
consider the information deemed necessary to evaluate the terms of certain
agreements between the fund and its investment adviser or the investment
adviser's affiliates, such as the Investment Advisory and Service Agreement,
Principal Underwriting Agreement, Administrative Services Agreement and Plans of
Distribution adopted pursuant to rule 12b-1 under the 1940 Act, that the fund
may enter into, renew or continue, and to make its recommendations to the full
board of trustees on these matters.


The fund has a nominating and governance committee comprised of Richard G.
Capen, Jr.; H. Frederick Christie; James G. Ellis; Martin Fenton; Leonard R.
Fuller; R. Clark Hooper; Richard G. Newman; Frank M. Sanchez; and Steadman
Upham, none of whom is an "interested person" of the fund within the meaning of
the 1940 Act. The committee periodically reviews such issues as the board's
composition, responsibilities, committees, compensation and other relevant
issues, and recommends any appropriate changes to the full board of trustees.
The committee also evaluates, selects and nominates independent trustee
candidates to the full board of trustees. While the committee normally is able
to identify from its own and other resources an ample number of qualified
candidates, it will consider shareholder suggestions of persons to be


                  American Funds Money Market Fund -- Page 15
<PAGE>



considered as nominees to fill future vacancies on the board. Such suggestions
must be sent in writing to the nominating and governance committee of the fund,
addressed to the fund's secretary, and must be accompanied by complete
biographical and occupational data on the prospective nominee, along with a
written consent of the prospective nominee for consideration of his or her name
by the committee.


PROXY VOTING PROCEDURES AND PRINCIPLES -- The fund's investment adviser, in
consultation with the fund's board, has adopted Proxy Voting Procedures and
Principles (the "Principles") with respect to voting proxies of securities held
by the fund, other American Funds, Endowments and American Funds Insurance
Series. The complete text of these principles is available on the American Funds
website at americanfunds.com. Certain American Funds have established separate
proxy voting committees that vote proxies or delegate to a voting officer the
authority to vote on behalf of those funds. Proxies for all other funds
(including the fund) are voted by a committee of the appropriate equity
investment division of the investment adviser under authority delegated by those
funds' boards. Therefore, if more than one fund invests in the same company,
they may vote differently on the same proposal.


All U.S. proxies are voted. Proxies for companies outside the U.S. also are
voted, provided there is sufficient time and information available. After a
proxy statement is received, the investment adviser prepares a summary of the
proposals contained in the proxy statement. A discussion of any potential
conflicts of interest also is included in the summary. For proxies of securities
managed by a particular investment division of the investment adviser, the
initial voting recommendation is made by one or more of the division's
investment analysts familiar with the company and industry. A second
recommendation is made by a proxy coordinator (an investment analyst with
experience in corporate governance and proxy voting matters) within the
appropriate investment division, based on knowledge of these Principles and
familiarity with proxy-related issues. The proxy summary and voting
recommendations are made available to the appropriate proxy voting committee for
a final voting decision.


The analyst and proxy coordinator making voting recommendations are responsible
for noting any potential material conflicts of interest. One example might be
where a director of one or more American Funds is also a director of a company
whose proxy is being voted. In such instances, proxy voting committee members
are alerted to the potential conflict. The proxy voting committee may then elect
to vote the proxy or seek a third-party recommendation or vote of an ad hoc
group of committee members.


The Principles, which have been in effect in substantially their current form
for many years, provide an important framework for analysis and decision-making
by all funds. However, they are not exhaustive and do not address all potential
issues. The Principles provide a certain amount of flexibility so that all
relevant facts and circumstances can be considered in connection with every
vote. As a result, each proxy received is voted on a case-by-case basis
considering the specific circumstances of each proposal. The voting process
reflects the funds' understanding of the company's business, its management and
its relationship with shareholders over time.


Information regarding how the fund voted proxies relating to portfolio
securities during the 12-month period ended June 30 of each year will be
available on or about September 1 of each year (a) without charge, upon request
by calling American Funds Service Company at 800/421-0180, (b) on the American
Funds website and (c) on the SEC's website at sec.gov.


                  American Funds Money Market Fund -- Page 16
<PAGE>


The following summary sets forth the general positions of the American Funds,
Endowments, American Funds Insurance Series and the investment adviser on
various proposals. A copy of the full Principles is available upon request, free
of charge, by calling American Funds Service Company or visiting the American
Funds website.


     DIRECTOR MATTERS -- The election of a company's slate of nominees for
     director generally is supported. Votes may be withheld for some or all of
     the nominees if this is determined to be in the best interest of
     shareholders. Separation of the chairman and CEO positions also may be
     supported.

     GOVERNANCE PROVISIONS -- Typically, proposals to declassify a board (elect
     all directors annually) are supported based on the belief that this
     increases the directors' sense of accountability to shareholders. Proposals
     for cumulative voting generally are supported in order to promote
     management and board accountability and an opportunity for leadership
     change. Proposals designed to make director elections more meaningful,
     either by requiring a majority vote or by requiring any director receiving
     more withhold votes than affirmative votes to tender his or her
     resignation, generally are supported.

     SHAREHOLDER RIGHTS -- Proposals to repeal an existing poison pill generally
     are supported. (There may be certain circumstances, however, when a proxy
     voting committee of a fund or an investment division of the investment
     adviser believes that a company needs to maintain anti-takeover
     protection.) Proposals to eliminate the right of shareholders to act by
     written consent or to take away a shareholder's right to call a special
     meeting typically are not supported.

     COMPENSATION AND BENEFIT PLANS -- Option plans are complicated, and many
     factors are considered in evaluating a plan. Each plan is evaluated based
     on protecting shareholder interests and a knowledge of the company and its
     management. Considerations include the pricing (or repricing) of options
     awarded under the plan and the impact of dilution on existing shareholders
     from past and future equity awards. Compensation packages should be
     structured to attract, motivate and retain existing employees and qualified
     directors; however, they should not be excessive.

     ROUTINE MATTERS -- The ratification of auditors, procedural matters
     relating to the annual meeting and changes to company name are examples of
     items considered routine. Such items generally are voted in favor of
     management's recommendations unless circumstances indicate otherwise.

INVESTMENT ADVISER -- Capital Research and Management Company, the fund's
investment adviser, founded in 1931, maintains research facilities in the United
States and abroad (Los Angeles, San Francisco, New York, Washington, DC, London,
Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with
experienced investment professionals. The investment adviser is located at 333
South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine,
CA 92618. It is a wholly owned subsidiary of The Capital Group Companies, Inc.,
a holding company for several investment management subsidiaries. Capital
Research and Management Company manages equity assets through two investment
divisions, Capital World Investors and Capital Research Global Investors, and
manages fixed-income assets through its Fixed Income division. Capital World
Investors and Capital Research Global Investors make investment decisions on an
independent basis.


                  American Funds Money Market Fund -- Page 17
<PAGE>


INVESTMENT ADVISORY AND SERVICE AGREEMENTS -- The Investment Advisory and
Service Agreement (the "Agreement") between the fund and the investment adviser
will continue in effect until October 31, 2010, unless sooner terminated and may
be renewed from year to year thereafter, provided that any such renewal has been
specifically approved at least annually by (a) the board of trustees, or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the fund, and (b) the vote of a majority of trustees who are not
parties to the Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The Agreement provide that the investment adviser has no
liability to the fund for its acts or omissions in the performance of its
obligations to the fund not involving willful misconduct, bad faith, gross
negligence or reckless disregard of its obligations under the Agreement. The
Agreement also provide that either party has the right to terminate it, without
penalty, upon 60 days' written notice to the other party, and that the Agreement
automatically terminates in the event of its assignment (as defined in the 1940
Act).


In addition to providing investment advisory services, the investment adviser
furnishes the services and pays the compensation and travel expenses of persons
to perform the fund's executive, administrative, clerical and bookkeeping
functions, and provides suitable office space, necessary small office equipment
and utilities, general purpose accounting forms, supplies and postage used at
the fund's offices. The fund pays all expenses not assumed by the investment
adviser, including, but not limited to: custodian, stock transfer and dividend
disbursing fees and expenses; shareholder recordkeeping and administrative
expenses; costs of the designing, printing and mailing of reports, prospectuses,
proxy statements and notices to its shareholders; taxes; expenses of the
issuance and redemption of fund shares (including stock certificates,
registration and qualification fees and expenses); expenses pursuant to the
fund's plans of distribution (described below); legal and auditing expenses;
compensation, fees and expenses paid to independent trustees; association dues;
costs of stationery and forms prepared exclusively for the fund; and costs of
assembling and storing shareholder account data.


The management fee is based on the following annualized rates and net asset
levels:





                                  RATE                                           IN EXCESS OF                  UP TO
-------------------------------------------------------------------------------------------------------------------------------

                                 0.295%                                        $             0            $ 1,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.285                                           1,000,000,000              2,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.280                                           2,000,000,000              3,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.275                                           3,000,000,000              5,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.270                                           5,000,000,000              8,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.265                                           8,000,000,000             13,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.262                                          13,000,000,000             21,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.259                                          21,000,000,000             34,000,000,000
-------------------------------------------------------------------------------------------------------------------------------
                                 0.256                                          34,000,000,000
-------------------------------------------------------------------------------------------------------------------------------





                  American Funds Money Market Fund -- Page 18
<PAGE>


ADMINISTRATIVE SERVICES AGREEMENTS -- The Administrative Services Agreement (the
"Administrative Agreements") between the fund and the investment adviser
relating to the fund's Class C, F, R and 529 shares will continue in effect
until October 31, 2009, unless sooner terminated, and may be renewed from year
to year thereafter, provided that any such renewal has been specifically
approved at least annually by the vote of a majority of trustees who are not
parties to the Administrative Agreement or interested persons (as defined in the
1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such approval. The fund may terminate the Administrative Agreement
at any time by vote of a majority of the independent trustees. The investment
adviser has the right to terminate its Administrative Agreement upon 60 days'
written notice to the fund. The Administrative Agreement automatically
terminates in the event of its assignment (as defined in the 1940 Act).


Under the Administrative Agreement, the investment adviser provides certain
transfer agent and administrative services for shareholders of the fund's Class
C, F, R, Class 529 shares. The investment adviser may contract with third
parties, including American Funds Service Company,/(R)/ the fund's Transfer
Agent, to provide some of these services. Services include, but are not limited
to, shareholder account maintenance, transaction processing, tax information
reporting, and shareholder and fund communications. In addition, the investment
adviser monitors, coordinates, oversees and assists with the activities
performed by third parties providing such services.


The investment adviser receives an administrative services fee at the annual
rate of up to 0.15% of the average daily net assets for Class C, F, R (excluding
Class R-5 and R-6) and 529 shares for administrative services provided to these
share classes. Administrative services fees are paid monthly and accrued daily.
The investment adviser uses a portion of this fee to compensate third parties
for administrative services provided to the fund. Of the remainder, the
investment adviser will not retain more than 0.05% of the average daily net
assets for each applicable share class. For Class R-5 and R-6 shares, the
administrative services fee is calculated at the annual rate of up to 0.10% and
0.05%, respectively, of the average daily net assets of such class. The
administrative services fee includes compensation for transfer agent and
shareholder services provided to the fund's applicable share classes. In
addition to making administrative service fee payments to unaffiliated third
parties, the investment adviser also makes payments from the administrative
services fee to American Funds Service Company according to a fee schedule,
based principally on the number of accounts serviced, contained in a Shareholder
Services Agreement between the fund and American Funds Service Company. A
portion of the fees paid to American Funds Service Company for transfer agent
services is also paid directly from the relevant share class.


PRINCIPAL UNDERWRITER AND PLANS OF DISTRIBUTION -- American Funds
Distributors,/(R)/ Inc. (the "Principal Underwriter") is the principal
underwriter of the fund's shares. The Principal Underwriter is located at 333
South Hope Street, Los Angeles, CA 90071; 6455 Irvine Center Drive, Irvine, CA
92618; 3500 Wiseman Boulevard, San Antonio, TX 78251; 8332 Woodfield Crossing
Boulevard, Indianapolis, IN 46240; and 5300 Robin Hood Road, Norfolk, VA 23513.


The Principal Underwriter receives revenues relating to sales of the fund's
shares, as follows:


     .    For Class B and 529-B shares, the Principal Underwriter sells its
          rights to the 0.75% distribution-related portion of the 12b-1 fees
          paid by the fund, as well as any contingent deferred sales charges, to
          a third party. The Principal Underwriter compensates investment
          dealers for sales of Class B and 529-B shares out of the


                  American Funds Money Market Fund -- Page 19
<PAGE>


          proceeds of this sale and keeps any amounts remaining after this
          compensation is paid.

     .    For Class C and 529-C shares, the Principal Underwriter receives any
          contingent deferred sales charges that apply during the first year
          after purchase.

In addition, the fund reimburses the Principal Underwriter for advancing
immediate service fees to qualified dealers and advisers upon the sale of Class
B, 529-B, C and 529-C shares. The fund also reimburses the Principal Underwriter
for service fees (and, in the case of Class 529-E shares, commissions) paid on a
quarterly basis to qualified dealers and advisers in connection with investments
in its Class F-1, 529-F-1 and 529-E shares. The fund reimburses the Principal
Underwriter for services fees paid on a quarterly basis to qualified dealers and
advisers in connection with investments in their R-1, R-2, R-3 and R-4 shares
respectively.


Plans of distribution -- The fund has adopted plans of distribution (the
"Plans") pursuant to rule 12b-1 under the 1940 Act. The Plans permit the fund to
expend amounts to finance any activity primarily intended to result in the sale
of fund shares, provided the fund's board of trustees has approved the category
of expenses for which payment is being made.


Each Plan is specific to a particular share class of the fund. As the fund has
not adopted a Plan for Class F-2, Class R-5 or Class R-6, no 12b-1 fees are paid
from Class F-2, Class R-5 or Class R-6 share assets and the following disclosure
is not applicable to these share classes.


Payments under the Plans may be made for service-related and/or
distribution-related expenses.  Service-related expenses include paying service
fees to qualified dealers.  Distribution-related expenses include commissions
paid to qualified dealers.  The amounts actually paid under the Plans for the
past fiscal year, expressed as a percentage of the fund's average daily net
assets attributable to the applicable share class, are disclosed in the
prospectus under "Fees and expenses of the fund."  Further information regarding
the amounts available under each Plan is in the "Plans of Distribution" section
of the prospectus.


Following is a brief description of the Plans:


     CLASS A AND 529-A -- For Class A shares and 529-A shares, up to 0.15% of
     the fund's average daily net assets attributable to such shares is
     reimbursed to the Principal Underwriter for paying service-related
     expenses.  The fund may annually expend up to 0.15% for Class A shares and
     up to 0.50% for Class 529-A shares under the applicable Plan.

     CLASS B AND 529-B -- The Plans for Class B and 529-B shares provide for
     payments to the Principal Underwriter of up to 0.15% of the fund's average
     daily net assets attributable to such shares for paying service-related
     expenses and 0.75% for distribution-related expenses, which include the
     financing of commissions paid to qualified dealers.

     OTHER SHARE CLASSES (CLASS C, 529-C, F-1, 529-F-1, 529-E, R-1, R-2, R-3 AND
     R-4) -- The Plans for each of the other share classes that have adopted
     Plans provide for payments to the Principal Underwriter for paying
     service-related and distribution-related expenses of up to the following
     amounts of the fund's average daily net assets attributable to such shares:




                  American Funds Money Market Fund -- Page 20
<PAGE>





                                                DISTRIBUTION-RELATED
                                 SERVICE-RELATED    PAYMENTS/1/      TOTAL ALLOWABLE
              SHARE CLASS          PAYMENTS/1/                      UNDER THE PLANS/2/
------------------------------------------------------------------------------------------

          Class C                     0.25%             0.75%                1.00%
         ---------------------------------------------------------------------------------
          Class 529-C                 0.25              0.75                 1.00
         ---------------------------------------------------------------------------------
          Class F-1                   0.25                --                 0.50
         ---------------------------------------------------------------------------------
          Class 529-F-1               0.25                --                 0.50
         ---------------------------------------------------------------------------------
          Class 529-E                 0.25              0.25                 0.75
         ---------------------------------------------------------------------------------
          Class R-1                   0.25              0.75                 1.00
         ---------------------------------------------------------------------------------
          Class R-2                   0.25              0.50                 1.00
         ---------------------------------------------------------------------------------
          Class R-3                   0.25              0.25                 0.75
         ---------------------------------------------------------------------------------
          Class R-4                   0.25                --                 0.50
------------------------------------------------------------------------------------------





     1Amounts in these columns represent the amounts approved by the board of
      trustees under the applicable Plan.
     2The fund may annually expend the amounts set forth in this column under
      the current Plans with the approval of the board of trustees.

Approval of the Plans -- As required by rule 12b-1 and the 1940 Act, the Plans
(together with the Principal Underwriting Agreement) have been approved by the
full board of trustees and separately by a majority of the independent trustees
of the fund who have no direct or indirect financial interest in the operation
of the Plans or the Principal Underwriting Agreement. In addition, the selection
and nomination of independent trustees of the fund is committed to the
discretion of the independent trustees during the existence of the Plans.


Potential benefits of the Plans to the fund include quality shareholder
services, savings to the fund in transfer agency costs, and benefits to the
investment process from growth or stability of assets. The Plans may not be
amended to materially increase the amount spent for distribution without
shareholder approval. Plan expenses are reviewed quarterly by the board of
trustees and the Plans must be renewed annually by the board of trustees.


FEE TO VIRGINIA COLLEGE SAVINGS PLAN -- With respect to Class 529 Shares, as
compensation for its oversight and administration, Virginia College Savings Plan
receives a quarterly fee accrued daily and calculated at the annual rate of
0.10% on the first $30 billion of the net assets invested in Class 529 Shares,
0.09% on net assets between $30 billion and $60 billion, 0.08% on net assets
between $60 billion and $90 billion, 0.07% on net assets between $90 billion and
$120 billion, and 0.06% on net assets between $120 billion and $150 billion. The
fee for any given calendar quarter is accrued and calculated on the basis of
average net assets of Class 529 Shares for the last month of the prior calendar
quarter.


                  American Funds Money Market Fund -- Page 21
<PAGE>


OTHER COMPENSATION TO DEALERS -- As of October 2008, the top dealers (or their
affiliates) that American Funds Distributors anticipates will receive additional
compensation (as described in the prospectus) include:

     AIG Advisors Group
          Advantage Capital Corporation
          AIG Financial Advisors, Inc.
          American General Securities Incorporated
          FSC Securities Corporation
          Royal Alliance Associates, Inc.
     AXA Advisors, LLC
     Cadaret, Grant & Co., Inc.
     Cambridge Investment Research, Inc.
     Commonwealth Financial Network
     Cuna Brokerage Services, Inc.
     Deutsche Bank Securities Inc.
     Edward Jones
     Genworth Financial Securities Corporation
     Hefren-Tillotson, Inc.
     HTK / Janney Montgomery Group
          Hornor, Townsend & Kent, Inc.
          Janney Montgomery Scott LLC
     ING Advisors Network Inc.
          Bancnorth Investment Group, Inc.
          Financial Network Investment Corporation
          Guaranty Brokerage Services, Inc.
          ING Financial Partners, Inc.
          Multi-Financial Securities Corporation
          Primevest Financial Services, Inc.
     Intersecurities / Transamerica
          InterSecurities, Inc.
          Transamerica Financial Advisors, Inc.
     JJB Hilliard/PNC Bank
          J.J.B. Hilliard, W.L. Lyons, Inc.
          PNC Bank, National Association
          PNC Investments LLC
     Lincoln Financial Advisors Corporation
     LPL Group
          Associated Securities Corp.
          LPL Financial Corporation
          Mutual Service Corporation
          Uvest Investment Services
          Waterstone Financial Group, Inc.
     Merrill Lynch, Pierce, Fenner & Smith Incorporated
     Metlife Enterprises
          Metlife Securities Inc.
          New England Securities
          Tower Square Securities
          Walnut Street Securities, Inc.
     MML Investors Services, Inc.


                  American Funds Money Market Fund -- Page 22
<PAGE>


     Morgan Keegan & Company, Inc.
     Morgan Stanley & Co., Incorporated
     National Planning Holdings Inc.
          Invest Financial Corporation
          Investment Centers of America, Inc.
          National Planning Corporation
          SII Investments, Inc.
     NFP Securities, Inc.
     Northwestern Mutual Investment Services, LLC
     Park Avenue Securities LLC
     Princor Financial Services Corporation
     Raymond James Group
          Raymond James & Associates, Inc.
          Raymond James Financial Services Inc.
     RBC Dain Rauscher Inc.
     Robert W. Baird & Co. Incorporated
     Securian / C.R.I.
          CRI Securities, LLC
          Securian Financial Services, Inc.
     Smith Barney
          Legg Mason
          Primerica Financial Services
     U.S. Bancorp Investments, Inc.
     UBS Financial Services Inc.
     Wachovia Group
          A. G. Edwards, a Division of Wachovia Securities, LLC
          First Clearing LLC
          Wachovia Securities Financial Network, LLC
          Wachovia Securities Investment Services Group
          Wachovia Securities Latin American Channel
          Wachovia Securities Private Client Group
     Wells Fargo Investments, LLC

                      EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. Purchases and sales of equity securities on a securities
exchange or an over-the-counter market are effected through broker-dealers who
receive commissions for their services. Generally, commissions relating to
securities traded on foreign exchanges will be higher than commissions relating
to securities traded on U.S. exchanges and may not be subject to negotiation.
Equity securities may also be purchased from underwriters at prices that include
underwriting fees. Purchases and sales of fixed-income securities are generally
made with an issuer or a primary market-maker acting as principal with no stated
brokerage commission. The price paid to an underwriter for fixed-income
securities includes underwriting fees. Prices for fixed-income securities in
secondary trades usually include undisclosed compensation to the market-maker
reflecting the spread between the bid and ask prices for the securities.


In selecting broker-dealers, the investment adviser strives to obtain "best
execution" (the most favorable total price reasonably attainable under the
circumstances) for the fund's portfolio transactions, taking into account a
variety of factors. These factors include the size and type of


                  American Funds Money Market Fund -- Page 23
<PAGE>


transaction, the nature and character of the markets for the security to be
purchased or sold, the cost, quality and reliability of the executions and the
broker-dealer's ability to offer liquidity and anonymity. The investment adviser
considers these factors, which involve qualitative judgments, when selecting
broker-dealers and execution venues for fund portfolio transactions. The
investment adviser views best execution as a process that should be evaluated
over time as part of an overall relationship with particular broker-dealer firms
rather than on a trade-by-trade basis. The fund does not consider the investment
adviser as having an obligation to obtain the lowest commission rate available
for a portfolio transaction to the exclusion of price, service and qualitative
considerations.


The investment adviser may execute portfolio transactions with broker-dealers
who provide certain brokerage and/or investment research services to it, but
only when in the investment adviser's judgment the broker-dealer is capable of
providing best execution for that transaction. The receipt of these services
permits the investment adviser to supplement its own research and analysis and
makes available the views of, and information from, individuals and the research
staffs of other firms. Such views and information may be provided in the form of
written reports, telephone contacts and meetings with securities analysts. These
services may include, among other things, reports and other communications with
respect to individual companies, industries, countries and regions, economic,
political and legal developments, as well as scheduling meetings with corporate
executives and seminars and conferences related to relevant subject matters. The
investment adviser considers these services to be supplemental to its own
internal research efforts and therefore the receipt of investment research from
broker-dealers does not tend to reduce the expenses involved in the investment
adviser's research efforts. If broker-dealers were to discontinue providing such
services it is unlikely the investment adviser would attempt to replicate them
on its own, in part because they would then no longer provide an independent,
supplemental viewpoint. Nonetheless, if it were to attempt to do so, the
investment adviser would incur substantial additional costs. Research services
that the investment adviser receives from broker-dealers may be used by the
investment adviser in servicing the fund and other funds and accounts that it
advises; however, not all such services will necessarily benefit the fund.


The investment adviser may pay commissions in excess of what other
broker-dealers might have charged - including on an execution-only basis - for
certain portfolio transactions in recognition of brokerage and/or investment
research services provided by a broker-dealer. In this regard, the investment
adviser has adopted a brokerage allocation procedure consistent with the
requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934.
Section 28(e) permits an investment adviser to cause an account to pay a higher
commission to a broker-dealer that provides certain brokerage and/or investment
research services to the investment adviser, if the investment adviser makes a
good faith determination that such commissions are reasonable in relation to the
value of the services provided by such broker-dealer to the investment adviser
in terms of that particular transaction or the investment adviser's overall
responsibility to the fund and other accounts that it advises. Certain brokerage
and/or investment research services may not necessarily benefit all accounts
paying commissions to each such broker-dealer; therefore, the investment adviser
assesses the reasonableness of commissions in light of the total brokerage and
investment research services provided by each particular broker-dealer.


In accordance with its internal brokerage allocation procedure, each equity
investment division of the investment adviser periodically assesses the
brokerage and investment research services provided by each broker-dealer from
which it receives such services. Using its judgment, each equity investment
division of the investment adviser then creates lists with suggested levels of


                  American Funds Money Market Fund -- Page 24
<PAGE>


commissions for particular broker-dealers and provides those lists to its
trading desks. Neither the investment adviser nor the fund incurs any obligation
to any broker-dealer to pay for research by generating trading commissions. The
actual level of business received by any broker-dealer may be less than the
suggested level of commissions and can, and often does, exceed the suggested
level in the normal course of business. As part of its ongoing relationships
with broker-dealers, the investment adviser routinely meets with firms,
typically at the firm's request, to discuss the level and quality of the
brokerage and research services provided, as well as the perceived value and
cost of such services. In valuing the brokerage and investment research services
the investment adviser receives from broker-dealers in connection with its good
faith determination of reasonableness, the investment adviser does not attribute
a dollar value to such services, but rather takes various factors into
consideration, including the quantity, quality and usefulness of the services to
the investment adviser.


The investment adviser seeks, on an ongoing basis, to determine what the
reasonable levels of commission rates are in the marketplace. The investment
adviser takes various considerations into account when evaluating such
reasonableness, including, (a) rates quoted by broker-dealers, (b) the size of a
particular transaction in terms of the number of shares and dollar amount, (c)
the complexity of a particular transaction, (d) the nature and character of the
markets on which a particular trade takes place, (e) the ability of a
broker-dealer to provide anonymity while executing trades, (f) the ability of a
broker-dealer to execute large trades while minimizing market impact, (g) the
extent to which a broker-dealer has put its own capital at risk, (h) the level
and type of business done with a particular broker-dealer over a period of time,
(i) historical commission rates, and (j) commission rates that other
institutional investors are paying.


When executing portfolio transactions in the same equity security for the funds
and accounts, or portions of funds and accounts, over which the investment
adviser, through its equity investment divisions, has investment discretion,
each of the investment divisions will normally aggregate its respective
purchases or sales and execute them as part of the same transaction or series of
transactions. When executing portfolio transactions in the same fixed-income
security for the fund and the other funds or accounts over which it or one of
its affiliated companies has investment discretion, the investment adviser will
normally aggregate such purchases or sales and execute them as part of the same
transaction or series of transactions. The objective of aggregating purchases
and sales of a security is to allocate executions in an equitable manner among
the funds and other accounts that have concurrently authorized a transaction in
such security.


The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of the funds managed by the investment
adviser or its affiliated companies; however, it does not consider whether a
broker-dealer has sold shares of the funds managed by the investment adviser or
its affiliated companies when placing any such orders for the fund's portfolio
transactions.


The fund is required to disclose information regarding investments in the
securities of its "regular" broker-dealers (or parent companies of its regular
broker-dealers) that derive more than 15% of their revenue from broker-dealer,
underwriter or investment adviser activities. A regular broker-dealer is (a) one
of the 10 broker-dealers that received from the fund the largest amount of
brokerage commissions by participating, directly or indirectly, in the fund's
portfolio transactions during the fund's most recent fiscal year; (b) one of the
10 broker-dealers that engaged as principal in the largest dollar amount of
portfolio transactions of the fund during the fund's most


                  American Funds Money Market Fund -- Page 25
<PAGE>


recent fiscal year; or (c) one of the 10 broker-dealers that sold the largest
amount of securities of the fund during the fund's most recent fiscal year.


                        DISCLOSURE OF PORTFOLIO HOLDINGS

The fund's investment adviser, on behalf of the fund, has adopted policies and
procedures with respect to the disclosure of information about fund portfolio
securities. These policies and procedures have been reviewed by the fund's board
of trustees and compliance will be periodically assessed by the board in
connection with reporting from the fund's Chief Compliance Officer.


Under these policies and procedures, the fund's complete list of portfolio
holdings available for public disclosure, dated as of the end of each calendar
quarter, is permitted to be posted on the American Funds website no earlier than
the tenth day after such calendar quarter. In practice, the public portfolio
typically is posted on the website approximately 45 days after the end of the
calendar quarter. Such portfolio holdings information may then be disclosed to
any person pursuant to an ongoing arrangement to disclose portfolio holdings
information to such person no earlier than one day after the day on which the
information is posted on the American Funds website. The fund's custodian,
outside counsel and auditor, each of which requires portfolio holdings
information for legitimate business and fund oversight purposes, may receive the
information earlier.


Affiliated persons of the fund, including officers of the fund and employees of
the investment adviser and its affiliates, who receive portfolio holdings
information are subject to restrictions and limitations on the use and handling
of such information pursuant to applicable codes of ethics, including
requirements not to trade in securities based on confidential and proprietary
investment information, to maintain the confidentiality of such information, and
to preclear securities trades and report securities transactions activity, as
applicable. For more information on these restrictions and limitations, please
see the "Code of Ethics" section in this statement of additional information and
the Code of Ethics. Third party service providers of the fund, as described in
this statement of additional information, receiving such information are subject
to confidentiality obligations. When portfolio holdings information is disclosed
other than through the American Funds website to persons not affiliated with the
fund (which, as described above, would typically occur no earlier than one day
after the day on which the information is posted on the American Funds website),
such persons will be bound by agreements (including confidentiality agreements)
or fiduciary obligations that restrict and limit their use of the information to
legitimate business uses only. Neither the fund nor its investment adviser or
any affiliate thereof receives compensation or other consideration in connection
with the disclosure of information about portfolio securities.


Subject to board policies, the authority to disclose a fund's portfolio
holdings, and to establish policies with respect to such disclosure, resides
with the appropriate investment-related committees of the fund's investment
adviser. In exercising their authority, the committees determine whether
disclosure of information about the fund's portfolio securities is appropriate
and in the best interest of fund shareholders. The investment adviser has
implemented policies and procedures to address conflicts of interest that may
arise from the disclosure of fund holdings. For example, the investment
adviser's code of ethics specifically requires, among other things, the
safeguarding of information about fund holdings and contains prohibitions
designed to prevent the personal use of confidential, proprietary investment
information in a way that would conflict with fund transactions. In addition,
the investment adviser believes that its current policy


                  American Funds Money Market Fund -- Page 26
<PAGE>


of not selling portfolio holdings information and not disclosing such
information to unaffiliated third parties until such holdings have been made
public on the American Funds website (other than to certain fund service
providers for legitimate business and fund oversight purposes) helps reduce
potential conflicts of interest between fund shareholders and the investment
adviser and its affiliates.

                                PRICE OF SHARES

Shares are purchased at the offering price (normally $1.00) or sold at the net
asset value price next determined after the purchase or sell order is received
and accepted by the fund or the Transfer Agent; the offering or net asset value
price is effective for orders received prior to the time of determination of the
net asset value and, in the case of orders placed with dealers or their
authorized designees, accepted by the Principal Underwriter, the Transfer Agent,
a dealer or any of their designees. In the case of orders sent directly to the
fund or the Transfer Agent, an investment dealer should be indicated. The dealer
is responsible for promptly transmitting purchase and sell orders to the
Principal Underwriter.


Orders received by the investment dealer or authorized designee, the Transfer
Agent or the fund after the time of the determination of the net asset value
will be entered at the next calculated offering price. Note that investment
dealers or other intermediaries may have their own rules about share
transactions and may have earlier cut-off times than those of the fund. For more
information about how to purchase through your intermediary, contact your
intermediary directly.


Orders received by the investment dealer or authorized designee, the Transfer
Agent, or the fund after the time of the determination of the net asset value
will be entered at the next calculated offering price. Prices that appear in the
newspaper do not always indicate prices at which you will be purchasing and
redeeming shares of the fund, since such prices generally reflect the previous
day's closing price whereas purchases and redemptions are made at the next
calculated price. The price you pay for shares, the offering price, is based on
the net asset value per share which is calculated once daily as of approximately
4 p.m. New York time, which is the normal close of trading on the New York Stock
Exchange, each day the Exchange is open. If, for example, the Exchange closes at
1 p.m., the fund's share price would still be determined as of 4 p.m. New York
time. The New York Stock Exchange is currently closed on weekends and on the
following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas Day.


In case of orders sent directly to a fund or American Funds Service Company, an
investment dealer MUST be indicated. Any purchase order may be rejected by the
Principal Underwriter or by the funds.


The valuation of the fund's portfolio securities and calculation of its net
asset value are based upon the penny-rounding method of pricing pursuant to
Securities and Exchange Commission regulations, which permits current net asset
value per share to be rounded to the nearest cent. Under the Securities and
Exchange Commission regulations permitting the use of the penny-rounding method
of pricing, the fund must maintain a dollar-weighted average portfolio maturity
of 90 days or less, purchase instruments having remaining maturities of 13
months or less only (25 months or less in the case of U.S. government
securities), and invest only in securities determined by the board of trustees
to be of high quality with minimal credit risks. The fund follows standard
industry practice by typically reflecting changes in its holdings of portfolio
securities on the first business day following a portfolio trade.


                  American Funds Money Market Fund -- Page 27
<PAGE>


1.   All securities with 60 days or less to maturity are amortized to maturity
based on their cost if acquired within 60 days of maturity, or if already held
on the 60th day, based on the value determined on the 61st day. The maturities
of variable or floating rate instruments, with the right to resell them at an
agreed-upon price to the issuer or dealer, are deemed to be the time remaining
until the later of the next interest adjustment date or until they can be
resold.

Other securities with more than 60 days remaining to maturity are valued at
prices obtained from one or more pricing vendors selected by the investment
adviser, except that, if such prices are not available or if the Investment
Adviser has determined that such prices do not reflect current market value,
they are valued in good faith at the mean between bid and ask quotations that
are reasonably and timely available from one or more dealers in such securities.
The pricing vendors base bond prices on, among other things, valuation matrices
which may incorporate dealer-supplied valuations, electronic data processing
techniques and an evaluation of the yield curve as of approximately 3 p.m. New
York time. The fund's investment adviser performs certain checks on these prices
prior to calculation of the fund's net asset value.


If market prices or market quotations are not readily available or are
considered unreliable, securities are valued at fair value as determined in good
faith pursuant to procedures adopted by the board of trustees. The fair value of
all other assets is added to the value of securities to arrive at the total
assets;


2.   Liabilities, including proper accruals of expense items attributable to
particular share classes, are deducted from total assets attributable to such
share classes; and

3.   Net assets so obtained for each share class are then divided by the total
number of shares outstanding of that share class, and the result, rounded to the
nearer cent, is the net asset value per share for that share class. The net
asset value of each share will normally remain constant at $1.00.

                            TAXES AND DISTRIBUTIONS

FUND TAXATION -- The fund has elected to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code (the "Code"). A
regulated investment company qualifying under Subchapter M of the Code is
required to distribute to its shareholders at least 90% of its investment
company taxable income (including the excess of net short-term capital gain over
net long-term capital losses) and generally is not subject to federal income tax
to the extent that it distributes annually 100% of its investment company
taxable income and net realized capital gains in the manner required under the
Code. The fund intends to distribute annually all of its investment company
taxable income and net realized capital gains and therefore does not expect to
pay federal income tax, although in certain circumstances the fund may determine
that it is in the interest of shareholders to distribute less than that amount.


To be treated as a regulated investment company under Subchapter M of the Code,
the fund must also (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, net income from certain
publicly traded partnerships and gains from the sale or other disposition of
securities or foreign currencies, or other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
the business of investing in such securities or currencies, and (b) diversify
its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the
market value of the fund's assets is represented by cash, U.S. government
securities and securities of other regulated investment companies, and


                  American Funds Money Market Fund -- Page 28
<PAGE>


other securities (for purposes of this calculation, generally limited in respect
of any one issuer, to an amount not greater than 5% of the market value of the
fund's assets and 10% of the outstanding voting securities of such issuer) and
(ii) not more than 25% of the value of its assets is invested in the securities
of any one issuer (other than U.S. government securities or the securities of
other regulated investment companies), two or more issuers which the fund
controls and which are determined to be engaged in the same or similar trades or
businesses or the securities of certain publicly traded partnerships.


Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year. The term "required distribution"
means the sum of (a) 98% of ordinary income (generally net investment income)
for the calendar year, (b) 98% of capital gain (both long-term and short-term)
for the one-year period ending on October 31 (as though the one-year period
ending on October 31 were the regulated investment company's taxable year) and
(c) the sum of any untaxed, undistributed net investment income and net capital
gains of the regulated investment company for prior periods. The term
"distributed amount" generally means the sum of (a) amounts actually distributed
by the fund from its current year's ordinary income and capital gain net income
and (b) any amount on which the fund pays income tax during the periods
described above. Although the fund intends to distribute its net investment
income and net capital gains so as to avoid excise tax liability, the fund may
determine that it is in the interest of shareholders to distribute a lesser
amount.


The following information may not apply to you if you hold fund shares in a
tax-deferred account, such as a retirement plan or education savings account.
Please see your tax adviser for more information.


DIVIDENDS -- Dividends on fund shares will be reinvested in shares of the fund
of the same class.  Dividends distributed by the fund to a retirement plan
currently are not taxable.


The fund intends to follow the practice of distributing substantially all of its
investment company taxable income.  Investment company taxable income generally
includes dividends, interest and net short-term capital gains, less expenses.


DAILY DIVIDENDS -- A dividend from net investment income is declared each day on
shares of the fund. This dividend is payable to everyone who was a shareholder
at the close of business the previous day. Accordingly, when shares are
purchased dividends begin to accrue on the day following receipt by the Transfer
Agent of payment for the shares; when shares are redeemed, the shares are
entitled to the dividend declared on the day the redemption request is received
by the Transfer Agent. Dividends are automatically reinvested in shares of the
same class, on the last business day of the month, at net asset value (without
sales charge), unless a shareholder otherwise instructs the Transfer Agent in
writing. Shareholders so requesting will be mailed checks in the amount of the
accumulated dividends.


Under the penny-rounding method of pricing (see "Purchase of Shares"), the fund
rounds its per share net asset value to the nearer cent to maintain a stable net
asset value of $1.00 per share. Accordingly its share price ordinarily would not
reflect realized or unrealized gains or losses unless such gains or losses were
to cause the net asset value to deviate from $1.00 by one half-cent or more.
Pursuant to Securities and Exchange Commission regulations, the Trustees have
undertaken, as a particular responsibility within their overall duty of care
owed to


                  American Funds Money Market Fund -- Page 29
<PAGE>


shareholders, to assure to the extent reasonably practicable that the fund's net
asset value per share, rounded to the nearer cent, will not deviate from $1.00.
Among the steps that could be taken to maintain the net asset value at $1.00
when realized or unrealized gains or losses approach one half-cent per share
would be to reflect all or a portion of such gains or losses in the daily
dividends declared. This would cause the amount of the daily dividends to
fluctuate and to deviate from the fund's net investment income for those days,
and could cause the dividend for a particular day to be negative. In that event
a fund would offset any such amount against the dividends that had been accrued
but not yet paid for that month. Alternatively, the fund has reserved the right
to adjust its total number of shares outstanding, if deemed advisable by the
Trustees, in order to maintain the net asset value of its shares at $1.00. This
would be done either by regarding each shareholder as having contributed to the
capital of the fund the number of full and fractional shares that
proportionately represents the excess, thereby reducing the number of
outstanding shares, or by declaring a stock dividend and increasing the number
of outstanding shares. Each shareholder will be deemed to have agreed to such
procedure by investing in the fund. Such action would not change a shareholder's
pro rata share of net assets, but would reflect the increase or decrease in the
value of the shareholder's holdings which resulted from the change in net asset
value.


The fund does not ordinarily realize short- or long-term capital gains or losses
on sales of securities. If a fund should realize gains or losses, it would
distribute to shareholders all of the excess of net long-term capital gain over
net short-term capital loss on sales of securities. Although the fund generally
maintains a stable net asset value of $1.00 per share, if the net asset value of
shares of a fund should, by reason of a distribution of realized capital gains,
be reduced below a shareholder's cost, such distribution would in effect be a
return of capital to that shareholder even though taxable to the shareholder,
and a sale of shares by a shareholder at net asset value at that time would
establish a capital loss for federal tax purposes. See also "Purchase of Shares"
below.


STATE TAXES -- Since some of the fund's dividends are expected to be
attributable to income on U.S. Treasury securities, that portion may be exempt
from state personal income taxes. Also, some states do not have personal income
taxes. The fund believes that, as of the date of this publication, neither the
District of Columbia nor any state imposes an income tax on dividends
attributable to income on U.S. Treasury securities paid by the fund to
individuals. However, other taxes may apply to dividends paid by the fund to
individual shareholders. Further, any distributions of capital gains may not be
exempt from income taxes. Because tax laws vary from state to state and may
change over time, you should consult your tax adviser or state tax authorities
regarding the tax status of distributions from the fund. Corporate shareholders
may be subject to income tax or other types of tax on dividends they receive,
even in those states that do not impose an income tax on distributions to
individual shareholders of the fund. Corporate shareholders should therefore
seek advice from their tax adviser regarding the tax treatment of distributions
from the fund.


                  American Funds Money Market Fund -- Page 30
<PAGE>


UNLESS OTHERWISE NOTED, ALL REFERENCES IN THE FOLLOWING PAGES TO CLASS A, B, C
OR F-1 SHARES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR
529-F-1 SHARES. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO THE APPLICABLE
PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY
RELATING TO THESE ACCOUNTS. SHAREHOLDERS HOLDING SHARES THROUGH AN ELIGIBLE
RETIREMENT PLAN SHOULD CONTACT THEIR PLAN'S ADMINISTRATOR OR RECORDKEEPER FOR
INFORMATION REGARDING PURCHASES, SALES AND EXCHANGES.

                        PURCHASE AND EXCHANGE OF SHARES

PURCHASES BY INDIVIDUALS -- As described in the prospectus, you may generally
open an account and purchase fund shares by contacting a financial adviser or
investment dealer authorized to sell the fund's shares. You may make investments
by any of the following means:


     CONTACTING YOUR INVESTMENT DEALER -- Deliver or mail a check to your
     investment dealer.

     BY MAIL -- For initial investments, you may mail a check, made payable to
     the fund, directly to the address indicated on the account application.
     Please indicate an investment dealer on the account application. You may
     make additional investments by filling out the "Account Additions" form at
     the bottom of a recent account statement and mailing the form, along with a
     check made payable to the fund, using the envelope provided with your
     account statement.

     The amount of time it takes for us to receive regular U.S. postal mail may
     vary and there is no assurance that we will receive such mail on the day
     you expect. Mailing addresses for regular U.S. postal mail can be found in
     the prospectus. To send investments or correspondence to us via overnight
     mail or courier service, use either of the following addresses:

           American Funds
           8332 Woodfield Crossing Blvd.
           Indianapolis, IN 46240-2482

           American Funds
           5300 Robin Hood Rd.
           Norfolk, VA  23513-2407

     BY TELEPHONE -- Using the American FundsLine. Please see the "Shareholder
     account services and privileges" section of this statement of additional
     information for more information regarding this service.

     BY INTERNET -- Using americanfunds.com. Please see the "Shareholder account
     services and privileges" section of this statement of additional
     information for more information regarding this service.

     BY WIRE -- If you are making a wire transfer, instruct your bank to wire
     funds to:

           Wells Fargo Bank
           ABA Routing No. 121000248
           Account No. 4600-076178


                  American Funds Money Market Fund -- Page 31
<PAGE>


           Your bank should include the following information when wiring funds:

           For credit to the account of:
           American Funds Service Company
           (fund's name)

           For further credit to:
           (shareholder's fund account number)
           (shareholder's name)

     You may contact American Funds Service Company at 800/421-0180 if you have
     questions about making wire transfers.

OTHER PURCHASE INFORMATION -- Class 529 shares may be purchased only through
CollegeAmerica by investors establishing qualified higher education savings
accounts. Class 529-E shares may be purchased only by investors participating in
CollegeAmerica through an eligible employer plan. R share classes are generally
available only to employer-sponsored retirement plans. Class R-5 shares are also
available to clients of the Personal Investment Management group of Capital
Guardian Trust Company who do not have an intermediary associated with their
accounts. In addition, the American Funds state tax-exempt funds are qualified
for sale only in certain jurisdictions, and tax-exempt funds in general should
not serve as retirement plan investments. The fund and the Principal Underwriter
reserve the right to reject any purchase order.


Class R-5 and R-6 shares may be made available to certain charitable foundations
organized and maintained by The Capital Group Companies, Inc. or its affiliates.



PURCHASE MINIMUMS AND MAXIMUMS -- All investments are subject to the purchase
minimums and maximums described in the prospectus. As noted in the prospectus,
purchase minimums may be waived or reduced in certain cases.


In the case of American Funds non-tax-exempt funds, the initial purchase minimum
of $25 may be waived for the following account types:


     .    Payroll deduction retirement plan accounts (such as, but not limited
          to, 403(b), 401(k), SIMPLE IRA, SARSEP and deferred compensation plan
          accounts); and

     .    Employer-sponsored CollegeAmerica accounts.

The following account types may be established without meeting the initial
purchase minimum:


     .    Retirement accounts that are funded with employer contributions; and

     .    Accounts that are funded with monies set by court decree.


                  American Funds Money Market Fund -- Page 32
<PAGE>


The following account types may be established without meeting the initial
purchase minimum, but shareholders wishing to invest in two or more funds must
meet the normal initial purchase minimum of each fund:


     .    Accounts that are funded with (a) transfers of assets, (b) rollovers
          from retirement plans, (c) rollovers from 529 college savings plans or
          (d) required minimum distribution automatic exchanges; and

     .    American Funds money market fund accounts registered in the name of
          clients of Capital Guardian Trust Company's Personal Investment
          Management group.

Certain accounts held on the fund's books, known as omnibus accounts, contain
multiple underlying accounts that are invested in shares of the fund. These
underlying accounts are maintained by entities such as financial intermediaries
and are subject to the applicable initial purchase minimums as described in the
prospectus and this statement of additional information. However, in the case
where the entity maintaining these accounts aggregates the accounts' purchase
orders for fund shares, such accounts are not required to meet the fund's
minimum amount for subsequent purchases.


EXCHANGES -- You may only exchange shares into other American Funds within the
same share class. However, exchanges from Class A shares of the American Funds
Money Market Fund may be made to Class C shares of other American Funds for
dollar cost averaging purposes. Exchanges are not permitted from Class A shares
of the American Funds Money Market Fund to Class C shares of Intermediate Bond
Fund of America, Limited Term Tax-Exempt Bond Fund of America or Short-Term Bond
Fund of America. Exchange purchases are subject to the minimum investment
requirements of the fund purchased and no sales charge generally applies.
However, exchanges of shares from American Funds money market funds are subject
to applicable sales charges on the fund being purchased, unless the money market
fund shares were acquired by an exchange from a fund having a sales charge, or
by reinvestment or cross-reinvestment of dividends or capital gain
distributions. Exchanges of Class F shares generally may only be made through
fee-based programs of investment firms that have special agreements with the
fund's distributor and certain registered investment advisers.


You may exchange shares of other classes by contacting the Transfer Agent, by
contacting your investment dealer or financial adviser, by using American
FundsLine or americanfunds.com, or by telephoning 800/421-0180 toll-free, or
faxing (see "American Funds Service Company service areas" in the prospectus for
the appropriate fax numbers) the Transfer Agent. For more information, see
"Shareholder account services and privileges" in this statement of additional
information. THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES
AND PURCHASES.


Shares held in employer-sponsored retirement plans may be exchanged into other
American Funds by contacting your plan administrator or recordkeeper. Exchange
redemptions and purchases are processed simultaneously at the share prices next
determined after the exchange order is received (see "Price of shares" in this
statement of additional information).


CONVERSION -- Currently, Class C shares of the fund automatically convert to
Class F-1 shares in the month of the 10-year anniversary of the purchase date.
The board of trustees of the fund reserves the right at any time, without
shareholder approval, to amend the conversion feature of the Class C shares,
including without limitation, converting into a different share class or not


                  American Funds Money Market Fund -- Page 33
<PAGE>


converting. In making its decision, the board of trustees will consider, among
other things, the effect of any such amendment on shareholders.


FREQUENT TRADING OF FUND SHARES -- As noted in the prospectus, certain
redemptions of shares in American Funds (other than the money market funds,
including this fund) may trigger a purchase block lasting 30 calendar days under
the fund's "purchase blocking policy." Under this policy, systematic redemptions
will not trigger a purchase block and systematic purchases will not be
prevented. For purposes of this policy, systematic redemptions include, for
example, regular periodic automatic redemptions and statement of intention
escrow share redemptions. Systematic purchases include, for example, regular
periodic automatic purchases and automatic reinvestments of dividends and
capital gain distributions.


OTHER POTENTIALLY ABUSIVE ACTIVITY -- In addition to implementing purchase
blocks, American Funds Service Company will monitor for other types of activity
that could potentially be harmful to the American Funds - for example,
short-term trading activity in multiple funds. When identified, American Funds
Service Company will request that the shareholder discontinue the activity. If
the activity continues, American Funds Service Company will freeze the
shareholder account to prevent all activity other than redemptions of fund
shares.


MOVING BETWEEN SHARE CLASSES

     If you wish to "move" your investment between share classes (within the
     same fund or between different funds), we generally will process your
     request as an exchange of the shares you currently hold for shares in the
     new class or fund. Below is more information about how sales charges are
     handled for various scenarios.

     EXCHANGING CLASS B SHARES FOR CLASS A SHARES -- If you exchange Class B
     shares for Class A shares during the contingent deferred sales charge
     period you are responsible for paying any applicable deferred sales charges
     attributable to those Class B shares, but you will not be required to pay a
     Class A sales charge. If, however, you exchange your Class B shares for
     Class A shares after the contingent deferred sales charge period, you are
     responsible for paying any applicable Class A sales charges.

     EXCHANGING CLASS C SHARES FOR CLASS A SHARES -- If you exchange Class C
     shares for Class A shares, you are still responsible for paying any Class C
     contingent deferred sales charges and applicable Class A sales charges.

     EXCHANGING CLASS C SHARES FOR CLASS F SHARES -- If you are part of a
     qualified fee-based program and you wish to exchange your Class C shares
     for Class F shares to be held in the program, you are still responsible for
     paying any applicable Class C contingent deferred sales charges.

     EXCHANGING CLASS F SHARES FOR CLASS A SHARES -- You can exchange Class F
     shares held in a qualified fee-based program for Class A shares without
     paying an initial Class A sales charge if all of the following requirements
     are met: (a) you are leaving or have left the fee-based program, (b) you
     have held the Class F shares in the program for at least one year, and (c)
     you notify American Funds Service Company of your request. If you have
     already redeemed your Class F shares, the foregoing requirements apply and
     you must purchase Class A shares within 90 days after redeeming your Class
     F shares to receive the Class A shares without paying an initial Class A
     sales charge.


                  American Funds Money Market Fund -- Page 34
<PAGE>


     EXCHANGING CLASS A SHARES FOR CLASS F SHARES -- If you are part of a
     qualified fee-based program and you wish to exchange your Class A shares
     for Class F shares to be held in the program, any Class A sales charges
     (including contingent deferred sales charges) that you paid or are payable
     will not be credited back to your account.

     EXCHANGING CLASS A SHARES FOR CLASS R SHARES -- Provided it is eligible to
     invest in Class R shares, a retirement plan currently invested in Class A
     shares may exchange its shares for Class R shares. Any Class A sales
     charges that the retirement plan previously paid will not be credited back
     to the plan's account.

     EXCHANGING CLASS F-1 SHARES FOR CLASS F-2 SHARES -- If you are part of a
     qualified fee-based program that offers Class F-2 shares, you may exchange
     your Class F-1 shares for Class F-2 shares to be held in the program.

     MOVING BETWEEN OTHER SHARE CLASSES -- If you desire to move your investment
     between share classes and the particular scenario is not described in this
     statement of additional information, please contact American Funds Service
     Company at 800/421-0180 for more information.

     NON-REPORTABLE TRANSACTIONS -- Automatic conversions described in the
     prospectus will be non-reportable for tax purposes. In addition, except in
     the case of a movement between a 529 share class and a non-529 share class,
     an exchange of shares from one share class of a fund to another share class
     of the same fund will be treated as a non-reportable exchange for tax
     purposes, provided that the exchange request is received in writing by
     American Funds Service Company and processed as a single transaction.

CDSC WAIVERS FOR CLASS B AND C SHARES -- As noted in the prospectus, a
contingent deferred sales charge ("CDSC") may be waived for redemptions due to
death or post-purchase disability of a shareholder (this generally excludes
accounts registered in the names of trusts and other entities). In the case of
joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at
the time he or she notifies the Transfer Agent of the other joint tenant's death
and removes the decedent's name from the account, may redeem shares from the
account without incurring a CDSC. Redemptions made after the Transfer Agent is
notified of the death of a joint tenant will be subject to a CDSC.


In addition, a CDSC may be waived for the following types of transactions, if
together they do not exceed 12% of the value of an "account" (defined below)
annually (the "12% limit"):


     .    Required minimum distributions taken from retirement accounts upon the
          shareholder's attainment of age 70-1/2 (required minimum distributions
          that continue to be taken by the beneficiary(ies) after the account
          owner is deceased also qualify for a waiver).

     .    Redemptions through an automatic withdrawal plan ("AWP") (see
          "Automatic withdrawals" under "Shareholder account services and
          privileges" in this statement of additional information). For each AWP
          payment, assets that are not subject to a CDSC, such as appreciation
          on shares and shares acquired through reinvestment of dividends and/or
          capital gain distributions, will be redeemed first and will count
          toward the 12% limit. If there is an insufficient amount of assets not
          subject to a CDSC to cover a particular AWP payment, shares subject to
          the


                  American Funds Money Market Fund -- Page 35
<PAGE>


          lowest CDSC will be redeemed next until the 12% limit is reached. Any
          dividends and/or capital gain distributions taken in cash by a
          shareholder who receives payments through an AWP will also count
          toward the 12% limit. In the case of an AWP, the 12% limit is
          calculated at the time an automatic redemption is first made, and is
          recalculated at the time each additional automatic redemption is made.
          Shareholders who establish an AWP should be aware that the amount of a
          payment not subject to a CDSC may vary over time depending on
          fluctuations in the value of their accounts. This privilege may be
          revised or terminated at any time.

     For purposes of this paragraph, "account" means:

     .    in the case of Class A shares, your investment in Class A shares of
          all American Funds (investments representing direct purchases of
          American Funds money market funds are excluded);

     .    in the case of Class B shares, your investment in Class B shares of
          the particular fund from which you are making the redemption; and

     .    in the case of Class C shares, your investment in Class C shares of
          the particular fund from which you are making the redemption.

CDSC waivers are allowed only in the cases listed here and in the prospectus.
For example, CDSC waivers will not be allowed on redemptions of Class 529-B and
529-C shares due to termination of CollegeAmerica; a determination by the
Internal Revenue Service that CollegeAmerica does not qualify as a qualified
tuition program under the Code; proposal or enactment of law that eliminates or
limits the tax-favored status of CollegeAmerica; or elimination of the fund by
the Virginia College Savings Plan as an option for additional investment within
CollegeAmerica.

                                 SELLING SHARES

The methods for selling (redeeming) shares are described more fully in the
prospectus. If you wish to sell your shares by contacting American Funds Service
Company directly, any such request must be signed by the registered
shareholders. To contact American Funds Service Company via overnight mail or
courier service, see "Purchase and exchange of shares."


A signature guarantee may be required for certain redemptions. In such an event,
your signature may be guaranteed by a domestic stock exchange or the Financial
Industry Regulatory Authority, bank, savings association or credit union that is
an eligible guarantor institution. The Transfer Agent reserves the right to
require a signature guarantee on any redemptions.


Additional documentation may be required for sales of shares held in corporate,
partnership or fiduciary accounts. You must include with your written request
any shares you wish to sell that are in certificate form.


If you sell Class A, B or C shares and request a specific dollar amount to be
sold, we will sell sufficient shares so that the sale proceeds, after deducting
any applicable CDSC, equals the dollar amount requested.


Redemption proceeds will not be mailed until sufficient time has passed to
provide reasonable assurance that checks or drafts (including certified or
cashier's checks) for shares purchased


                  American Funds Money Market Fund -- Page 36
<PAGE>


have cleared (which may take up to 10 business days from the purchase date).
Except for delays relating to clearance of checks for share purchases or in
extraordinary circumstances (and as permissible under the 1940 Act), sale
proceeds will be paid on or before the seventh day following receipt and
acceptance of an order. Interest will not accrue or be paid on amounts that
represent uncashed distribution or redemption checks.


You may request that redemption proceeds of $1,000 or more from money market
funds be wired to your bank by writing American Funds Service Company. A
signature guarantee is required on all requests to wire funds.


                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

The following services and privileges are generally available to all
shareholders. However, certain services and privileges described in the
prospectus and this statement of additional information may not be available for
Class 529 shareholders or if your account is held with an investment dealer or
through an employer-sponsored retirement plan.


AUTOMATIC INVESTMENT PLAN -- An automatic investment plan enables you to make
monthly or quarterly investments in the American Funds through automatic debits
from your bank account. To set up a plan, you must fill out an account
application and specify the amount that you would like to invest and the date on
which you would like your investments to occur. The plan will begin within 30
days after your account application is received. Your bank account will be
debited on the day or a few days before your investment is made, depending on
the bank's capabilities. The Transfer Agent will then invest your money into the
fund you specified on or around the date you specified. If the date you
specified falls on a weekend or holiday, your money will be invested on the
following business day. However, if the following business day falls in the next
month, your money will be invested on the business day immediately preceding the
weekend or holiday. If your bank account cannot be debited due to insufficient
funds, a stop-payment or the closing of the account, the plan may be terminated
and the related investment reversed. You may change the amount of the investment
or discontinue the plan at any time by contacting the Transfer Agent.


AUTOMATIC REINVESTMENT -- Dividends and capital gain distributions are
reinvested in additional shares of the same class and fund at net asset value
unless you indicate otherwise on the account application. You also may elect to
have dividends and/or capital gain distributions paid in cash by informing the
fund, the Transfer Agent or your investment dealer. Dividends and capital gain
distributions paid to retirement plan shareholders or shareholders of the 529
share classes will be automatically reinvested.


If you have elected to receive dividends and/or capital gain distributions in
cash, and the postal or other delivery service is unable to deliver checks to
your address of record, or you do not respond to mailings from American Funds
Service Company with regard to uncashed distribution checks, your distribution
option may be automatically converted to having all dividends and other
distributions reinvested in additional shares.


CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS -- For all share classes,
except the 529 classes of shares, you may cross-reinvest dividends and capital
gains (distributions) into other American Funds in the same share class at net
asset value, subject to the following conditions:


                  American Funds Money Market Fund -- Page 37
<PAGE>


(1)  the aggregate value of your account(s) in the fund(s) paying distributions
equals or exceeds $5,000 (this is waived if the value of the account in the fund
receiving the distributions equals or exceeds that fund's minimum initial
investment requirement);

(2)  if the value of the account of the fund receiving distributions is below
the minimum initial investment requirement, distributions must be automatically
reinvested; and

(3)  if you discontinue the cross-reinvestment of distributions, the value of
the account of the fund receiving distributions must equal or exceed the minimum
initial investment requirement. If you do not meet this requirement within 90
days of notification, the fund has the right to automatically redeem the
account.

AUTOMATIC EXCHANGES -- For all share classes, you may automatically exchange
shares of the same class in amounts of $50 or more among any of the American
Funds on any day (or preceding business day if the day falls on a nonbusiness
day) of each month you designate.


AUTOMATIC WITHDRAWALS -- Depending on the type of account, for all share classes
except R shares, you may automatically withdraw shares from any of the American
Funds. You can make automatic withdrawals of $50 or more. You can designate the
day of each period for withdrawals and request that checks be sent to you or
someone else. Withdrawals may also be electronically deposited to your bank
account. The Transfer Agent will withdraw your money from the fund you specify
on or around the date you specify. If the date you specified falls on a weekend
or holiday, the redemption will take place on the previous business day.
However, if the previous business day falls in the preceding month, the
redemption will take place on the following business day after the weekend or
holiday. You should consult with your adviser or intermediary to determine if
your account is eligible for automatic withdrawals.


Withdrawal payments are not to be considered as dividends, yield or income.
Withdrawals of amounts exceeding reinvested dividends and distributions and
increases in share value would reduce the aggregate value of the shareholder's
account. The Transfer Agent arranges for the redemption by the fund of
sufficient shares, deposited by the shareholder with the Transfer Agent, to
provide the withdrawal payment specified.


Redemption proceeds from an automatic withdrawal plan are not eligible for
reinvestment without a sales charge.


ACCOUNT STATEMENTS -- Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments, will be reflected on regular confirmation statements from the
Transfer Agent. Dividend and capital gain reinvestments, purchases through
automatic investment plans and certain retirement plans, as well as automatic
exchanges and withdrawals, will be confirmed at least quarterly.


AMERICAN FUNDSLINE AND AMERICANFUNDS.COM -- You may check your share balance,
the price of your shares or your most recent account transaction; redeem shares
(up to $75,000 per American Funds shareholder each day) from nonretirement plan
accounts; or exchange shares around the clock with American FundsLine or using
americanfunds.com. To use American FundsLine, call 800/325-3590 from a
TouchTone(TM) telephone. Redemptions and exchanges through American FundsLine
and americanfunds.com are subject to the conditions noted above and in
"Telephone and Internet purchases, redemptions and exchanges" below. You will
need your fund number (see the list of the American Funds under "General
information -- fund


                  American Funds Money Market Fund -- Page 38
<PAGE>


numbers"), personal identification number (generally the last four digits of
your Social Security number or other tax identification number associated with
your account) and account number.


Generally, all shareholders are automatically eligible to use these services.
However, if you are not currently authorized to do so, you may complete an
American FundsLink Authorization Form. Once you establish this privilege, you,
your financial adviser or any person with your account information may use these
services.


TELEPHONE AND INTERNET PURCHASES, REDEMPTIONS AND EXCHANGES -- By using the
telephone (including American FundsLine) or the Internet (including
americanfunds.com), or fax purchase, redemption and/or exchange options, you
agree to hold the fund, the Transfer Agent, any of its affiliates or mutual
funds managed by such affiliates, and each of their respective directors,
trustees, officers, employees and agents harmless from any losses, expenses,
costs or liabilities (including attorney fees) that may be incurred in
connection with the exercise of these privileges. Generally, all shareholders
are automatically eligible to use these services. However, you may elect to opt
out of these services by writing the Transfer Agent (you may also reinstate them
at any time by writing the Transfer Agent). If the Transfer Agent does not
employ reasonable procedures to confirm that the instructions received from any
person with appropriate account information are genuine, it and/or the fund may
be liable for losses due to unauthorized or fraudulent instructions. In the
event that shareholders are unable to reach the fund by telephone because of
technical difficulties, market conditions or a natural disaster, redemption and
exchange requests may be made in writing only.


CHECKWRITING -- You will be eligible for checkwriting privileges upon meeting
the fund's initial purchase minimum of $1,000, regardless if such minimum has
been waived to establish your account. You may write checks for $250 or more
against your Class A share account in the funds. If you request check writing
privileges, you will be provided with checks that you may use to draw against
your account. These checks may be made payable to anyone you designate and must
be signed by the authorized number of registered shareholders exactly as
indicated on your checking account signature card. When the checks you write are
presented to JPMorgan Chase Bank for payment, the bank will instruct the
Transfer Agent to withdraw the appropriate number of shares from your account
(provided payment for the shares has been collected).  The bank's rules and
regulations governing such checking accounts include the right of the bank not
to honor checks in amounts exceeding the value of the account at the time the
check is presented for payment.  Each month canceled checks will be returned to
you.  Generally, you pay no fee for this check writing service; however,
reasonable service charges for "regular or frequent use" of this service may be
assessed in the future. This procedure enables you to continue earning daily
income dividends on your money until your checks actually clear.


REDEMPTION OF SHARES -- The fund's declaration of trust permits the fund to
direct the Transfer Agent to redeem the shares of any shareholder for their then
current net asset value per share if at such time the shareholder of record owns
shares having an aggregate net asset value of less than the minimum initial
investment amount required of new shareholders as set forth in the fund's
current registration statement under the 1940 Act, and subject to such further
terms and conditions as the board of trustees of the fund may from time to time
adopt.


While payment of redemptions normally will be in cash, the fund's declaration of
trust permits payment of the redemption price wholly or partly with portfolio
securities or other fund assets under conditions and circumstances determined by
the fund's board of trustees. For example,


                  American Funds Money Market Fund -- Page 39
<PAGE>


redemptions could be made in this manner if the board determined that making
payments wholly in cash over a particular period would be unfair and/or harmful
to other fund shareholders.


                              GENERAL INFORMATION

CUSTODIAN OF ASSETS -- Securities and cash owned by the fund, including proceeds
from the sale of shares of the fund and of securities in the fund's portfolio,
are held by JPMorgan Chase Bank,  270 Park Avenue, New York, NY 10017-2070, as
Custodian. If a fund holds securities of issuers outside the U.S., the Custodian
may hold these securities pursuant to subcustodial arrangements in banks outside
the U.S. or branches of U.S. banks outside the U.S.


TRANSFER AGENT -- American Funds Service Company, a wholly owned subsidiary of
the investment adviser, maintains the records of shareholder accounts, processes
purchases and redemptions of the fund's shares, acts as dividend and capital
gain distribution disbursing agent, and performs other related shareholder
service functions. The principal office of American Funds Service Company is
located at 6455 Irvine Center Drive, Irvine, CA 92618.  American Funds Service
Company is also compensated for certain transfer agency services provided to all
other share classes from the administrative services fees paid to Capital
Research and Management Company and from the relevant share class, as described
under "Administrative services agreement."


In the case of certain shareholder accounts, third parties who may be
unaffiliated with the investment adviser provide transfer agency and shareholder
services in place of American Funds Service Company. These services are rendered
under agreements with American Funds Service Company or its affiliates and the
third parties receive compensation according to such agreements. Compensation
for transfer agency and shareholder services, whether paid to American Funds
Service Company or such third parties, is ultimately paid from fund assets and
is reflected in the expenses of the fund as disclosed in the prospectus.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- PricewaterhouseCoopers LLP, 350
South Grand Avenue, Los Angeles, CA 90071, serves as the fund's independent
registered public accounting firm, providing audit services, preparation of tax
returns and review of certain documents to be filed with the Securities and
Exchange Commission. The financial statements included in this statement of
additional information have been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report
appearing herein. Such financial statements have been so included in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing. The selection of the fund's independent registered public
accounting firm is reviewed and determined annually by the board of trustees.


INDEPENDENT LEGAL COUNSEL -- Paul, Hastings, Janofsky & Walker LLP, 515 South
Flower Street, Los Angeles, CA 90071, serves as independent legal counsel
("counsel") for the fund and for independent trustees in their capacities as
such. A determination with respect to the independence of the fund's counsel
will be made at least annually by the independent trustees of the fund, as
prescribed by the 1940 Act and related rules.


PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS -- The fund's fiscal
year ends on September 30. Shareholders are provided updated prospectuses
annually and at least semiannually with reports showing the fund's investment
portfolio or summary investment portfolio, financial statements and other
information. The fund's annual financial statements are


                  American Funds Money Market Fund -- Page 40
<PAGE>


audited by the fund's independent registered public accounting firm,
PricewaterhouseCoopers LLP. In addition, shareholders may also receive proxy
statements for the fund. In an effort to reduce the volume of mail shareholders
receive from the fund when a household owns more than one account, the Transfer
Agent has taken steps to eliminate duplicate mailings of prospectuses,
shareholder reports and proxy statements. To receive additional copies of a
prospectus, report or proxy statement, shareholders should contact the Transfer
Agent.


Shareholders may also elect to receive updated prospectuses, annual reports and
semi-annual reports electronically by signing up for electronic delivery on our
website, americanfunds.com. Upon electing the electronic delivery of updated
prospectuses and other reports, a shareholder will no longer automatically
receive such documents in paper form by mail. A shareholder who elects
electronic delivery is able to cancel this service at any time and return to
receiving updated prospectuses and other reports in paper form by mail.


Prospectuses, annual reports and semi-annual reports that are mailed to
shareholders by the American Funds organization are printed with ink containing
soy and/or vegetable oil on paper containing recycled fibers.


CODES OF ETHICS -- The fund and Capital Research and Management Company and its
affiliated companies, including the fund's Principal Underwriter, have adopted
codes of ethics that allow for personal investments, including securities in
which the fund may invest from time to time. These codes include a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; preclearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; blackout periods on personal
investing for certain investment personnel; ban on short-term trading profits
for investment personnel; limitations on service as a director of publicly
traded companies; and disclosure of personal securities transactions.


LEGAL PROCEEDINGS -- On February 16, 2005, the NASD (now the Financial Industry
Regulatory Authority, or FINRA) filed an administrative complaint against the
Principal Underwriter. The complaint alleges violations of certain NASD rules by
the Principal Underwriter with respect to the selection of broker-dealer firms
that buy and sell securities for mutual fund investment portfolios. The
complaint seeks sanctions, restitution and disgorgement. On August 30, 2006, a
FINRA Hearing Panel ruled against the Principal Underwriter and imposed a $5
million fine. On April 30, 2008, FINRA's National Adjudicatory Council affirmed
the decision by FINRA's Hearing Panel. The Principal Underwriter has appealed
this decision to the Securities and Exchange Commission.


The investment adviser and Principal Underwriter believe that the likelihood
that this matter could have a material adverse effect on the fund or on the
ability of the investment adviser or Principal Underwriter to perform their
contracts with the fund is remote. In addition, class action lawsuits have been
filed in the U.S. District Court, Central District of California, relating to
this and other matters. The investment adviser believes that these suits are
without merit and will defend itself vigorously.


                  American Funds Money Market Fund -- Page 41
<PAGE>


OTHER INFORMATION -- The fund reserves the right to modify the privileges
described in this statement of additional information at any time.


The fund's financial statements, including its investment portfolio and the
report of the fund's independent registered public accounting firm contained in
the annual report, are included in this statement of additional information. The
following information on fund numbers is not included in the annual report:




                  American Funds Money Market Fund -- Page 42
<PAGE>


FUND NUMBERS -- Here are the fund numbers for use with our automated telephone
line, American FundsLine/(R)/, or when making share transactions:



                                               FUND NUMBERS
                              -------------------------------------------------
FUND                          CLASS A  CLASS B  CLASS C  CLASS F-1   CLASS F-2
-------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund/(R)/ . . . . . .     002      202      302       402         602
American Balanced Fund/(R)/     011      211      311       411         611
American Mutual Fund/(R)/ .     003      203      303       403         603
Capital Income Builder/(R)/     012      212      312       412         612
Capital World Growth and
Income Fund/SM/ . . . . . .     033      233      333       433         633
EuroPacific Growth Fund/(R)/    016      216      316       416         616
Fundamental Investors/SM/ .     010      210      310       410         610
The Growth Fund of
America/(R)/. . . . . . . .     005      205      305       405         605
The Income Fund of
America/(R)/. . . . . . . .     006      206      306       406         606
International Growth and
Income Fund/SM/ . . . . . .     034      234      334       434         634
The Investment Company of
America/(R)/. . . . . . . .     004      204      304       404         604
The New Economy Fund/(R)/ .     014      214      314       414         614
New Perspective Fund/(R)/ .     007      207      307       407         607
New World Fund/(R)/ . . . .     036      236      336       436         636
SMALLCAP World Fund/(R)/  .     035      235      335       435         635
Washington Mutual Investors
Fund/SM/  . . . . . . . . .     001      201      301       401         601
BOND FUNDS
American High-Income
Municipal Bond Fund/(R)/  .     040      240      340       440         640
American High-Income
Trust/SM/ . . . . . . . . .     021      221      321       421         621
The Bond Fund of America/SM/    008      208      308       408         608
Capital World Bond Fund/(R)/    031      231      331       431         631
Intermediate Bond Fund of
America/SM/ . . . . . . . .     023      223      323       423         623
Limited Term Tax-Exempt Bond
Fund of America/SM/ . . . .     043      243      343       443         643
Short-Term Bond Fund of
America/SM/ . . . . . . . .     048      248      348       448         648
The Tax-Exempt Bond Fund of
America/(R)/. . . . . . . .     019      219      319       419         619
The Tax-Exempt Fund of
California/(R)/*. . . . . .     020      220      320       420         620
The Tax-Exempt Fund of
Maryland/(R)/*. . . . . . .     024      224      324       424         624
The Tax-Exempt Fund of
Virginia/(R)/*. . . . . . .     025      225      325       425         625
U.S. Government Securities
Fund/SM/. . . . . . . . . .     022      222      322       422         622
MONEY MARKET FUNDS
American Funds Money Market
Fund/SM/  . . . . . . . . .     059      259      359       459         659
The Cash Management Trust of
America/(R)/. . . . . . . .     009      209      309       409         609
The Tax-Exempt Money Fund of
America/SM/ . . . . . . . .     039      N/A      N/A       N/A         N/A
The U.S. Treasury Money Fund
of America/SM/  . . . . . .     049      N/A      N/A       N/A         N/A
___________

*Qualified for sale only in certain jurisdictions.





                  American Funds Money Market Fund -- Page 43
<PAGE>





                                                 FUND NUMBERS
                                 ----------------------------------------------
                                  CLASS    CLASS    CLASS    CLASS     CLASS
FUND                              529-A    529-B    529-C    529-E    529-F-1
-------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . .    1002     1202     1302     1502       1402
American Balanced Fund . . . .    1011     1211     1311     1511       1411
American Mutual Fund . . . . .    1003     1203     1303     1503       1403
Capital Income Builder . . . .    1012     1212     1312     1512       1412
Capital World Growth and Income
Fund . . . . . . . . . . . . .    1033     1233     1333     1533       1433
EuroPacific Growth Fund  . . .    1016     1216     1316     1516       1416
Fundamental Investors  . . . .    1010     1210     1310     1510       1410
The Growth Fund of America . .    1005     1205     1305     1505       1405
The Income Fund of America . .    1006     1206     1306     1506       1406
International Growth and Income
Fund . . . . . . . . . . . . .    1034     1234     1334     1534       1434
The Investment Company of
America. . . . . . . . . . . .    1004     1204     1304     1504       1404
The New Economy Fund . . . . .    1014     1214     1314     1514       1414
New Perspective Fund . . . . .    1007     1207     1307     1507       1407
New World Fund . . . . . . . .    1036     1236     1336     1536       1436
SMALLCAP World Fund  . . . . .    1035     1235     1335     1535       1435
Washington Mutual Investors
Fund . . . . . . . . . . . . .    1001     1201     1301     1501       1401
BOND FUNDS
American High-Income Trust . .    1021     1221     1321     1521       1421
The Bond Fund of America . . .    1008     1208     1308     1508       1408
Capital World Bond Fund  . . .    1031     1231     1331     1531       1431
Intermediate Bond Fund of
America. . . . . . . . . . . .    1023     1223     1323     1523       1423
Short-Term Bond Fund of America   1048     1248     1348     1548       1448
U.S. Government Securities Fund   1022     1222     1322     1522       1422
MONEY MARKET FUND
American Funds Money Market
Fund . . . . . . . . . . . . .    1059     1259     1359     1559       1459
The Cash Management Trust of
America. . . . . . . . . . . .    1009     1209     1309     1509       1409








                  American Funds Money Market Fund -- Page 44
<PAGE>





                                               FUND NUMBERS
                                     ------------------------------------------
                                     CLASS  CLASS  CLASS  CLASS  CLASS   CLASS
FUND                                  R-1    R-2    R-3    R-4    R-5     R-6
-------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . . . .   2102   2202   2302   2402   2502    2602
American Balanced Fund . . . . . .   2111   2211   2311   2411   2511    2611
American Mutual Fund . . . . . . .   2103   2203   2303   2403   2503    2603
Capital Income Builder . . . . . .   2112   2212   2312   2412   2512    2612
Capital World Growth and Income
Fund . . . . . . . . . . . . . . .   2133   2233   2333   2433   2533    2633
EuroPacific Growth Fund  . . . . .   2116   2216   2316   2416   2516    2616
Fundamental Investors  . . . . . .   2110   2210   2310   2410   2510    2610
The Growth Fund of America . . . .   2105   2205   2305   2405   2505    2605
The Income Fund of America . . . .   2106   2206   2306   2406   2506    2606
International Growth and Income
Fund . . . . . . . . . . . . . . .   2134   2234   2334   2434   2534    2634
The Investment Company of America    2104   2204   2304   2404   2504    2604
The New Economy Fund . . . . . . .   2114   2214   2314   2414   2514    2614
New Perspective Fund . . . . . . .   2107   2207   2307   2407   2507    2607
New World Fund . . . . . . . . . .   2136   2236   2336   2436   2536    2636
SMALLCAP World Fund  . . . . . . .   2135   2235   2335   2435   2535    2635
Washington Mutual Investors Fund .   2101   2201   2301   2401   2501    2601
BOND FUNDS
American High-Income Municipal Bond
Fund . . . . . . . . . . . . . . .    N/A    N/A    N/A    N/A   2540     N/A
American High-Income Trust . . . .   2121   2221   2321   2421   2521    2621
The Bond Fund of America . . . . .   2108   2208   2308   2408   2508    2608
Capital World Bond Fund  . . . . .   2131   2231   2331   2431   2531    2631
Intermediate Bond Fund of America    2123   2223   2323   2423   2523    2623
Limited Term Tax-Exempt Bond Fund
of America . . . . . . . . . . . .    N/A    N/A    N/A    N/A   2543     N/A
Short-Term Bond Fund of America. .   2148   2248   2348   2448   2548    2648
The Tax-Exempt Bond Fund of America   N/A    N/A    N/A    N/A   2519     N/A
The Tax-Exempt Fund of California*    N/A    N/A    N/A    N/A   2520     N/A
The Tax-Exempt Fund of Maryland* .    N/A    N/A    N/A    N/A   2524     N/A
The Tax-Exempt Fund of Virginia* .    N/A    N/A    N/A    N/A   2525     N/A
U.S. Government Securities Fund  .   2122   2222   2322   2422   2522    2622
MONEY MARKET FUNDS
American Funds Money Market Fund .   2159   2259   2359   2459   2559    2659
The Cash Management Trust of
America. . . . . . . . . . . . . .   2109   2209   2309   2409   2509     N/A
The Tax-Exempt Money Fund of
America  . . . . . . . . . . . . .    N/A    N/A    N/A    N/A   2539     N/A
The U.S. Treasury Money Fund of
America  . . . . . . . . . . . . .   2149   2249   2349   2449   2549     N/A
___________

*Qualified for sale only in certain
jurisdictions.







                  American Funds Money Market Fund -- Page 45
<PAGE>





                                           FUND NUMBERS
                            ---------------------------------------------------
                                     CLASS  CLASS  CLASS  CLASS  CLASS   CLASS
FUND                        CLASS A   R-1    R-2    R-3    R-4    R-5     R-6
-------------------------------------------------------------------------------

AMERICAN FUNDS TARGET DATE RETIREMENT SERIES/(R)/
American Funds 2050 Target
Date Retirement Fund/(R)/     069    2169   2269   2369   2469   2569    2669
American Funds 2045 Target
Date Retirement Fund/(R)/     068    2168   2268   2368   2468   2568    2668
American Funds 2040 Target
Date Retirement Fund/(R)/     067    2167   2267   2367   2467   2567    2667
American Funds 2035 Target
Date Retirement Fund/(R)/     066    2166   2266   2366   2466   2566    2666
American Funds 2030 Target
Date Retirement Fund/(R)/     065    2165   2265   2365   2465   2565    2665
American Funds 2025 Target
Date Retirement Fund/(R)/     064    2164   2264   2364   2464   2564    2664
American Funds 2020 Target
Date Retirement Fund/(R)/     063    2163   2263   2363   2463   2563    2663
American Funds 2015 Target
Date Retirement Fund/(R)/     062    2162   2262   2362   2462   2562    2662
American Funds 2010 Target
Date Retirement Fund/(R)/     061    2161   2261   2361   2461   2561    2661






                  American Funds Money Market Fund -- Page 46
<PAGE>


                                    APPENDIX

                    DESCRIPTION OF COMMERCIAL PAPER RATINGS

MOODY'S
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.


P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.


P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to
repay short-term obligations.


STANDARD & POOR'S
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

A-1
A short-term obligation rated A-1 is rated in the highest category by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.


A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.


A-3
A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.


FITCH
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

F1
Indicates the strongest capacity for timely payment of financial commitments
relative to other issuers or issues in the same country. Under their national
rating scale, this rating is assigned to the "best" credit risk relative to all
others in the same country and is normally assigned to all financial commitments
issued or guaranteed by the sovereign state. Where the credit risk is
particularly strong, a "+" is added to the assigned rating.


                  American Funds Money Market Fund -- Page 47
<PAGE>


F2
Indicates a satisfactory capacity for timely payment of financial commitments
relative to other issuers or issues in the same country. However, the margin of
safety is not as great as in the case of the higher ratings.


F3
Indicates an adequate capacity for timely payment of financial commitments
relative to other issuers or issues in the same country. However, such capacity
is more susceptible to near-term adverse changes than for financial commitments
in higher rated categories.


DBRS
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

R-1 (HIGH)
Short-term debt rated R-1 (high) is of the highest credit quality, and indicates
an entity possessing unquestioned ability to repay current liabilities as they
fall due. Entities rated in this category normally maintain strong liquidity
positions, conservative debt levels, and profitability that is both stable and
above average. Companies achieving an R-1 (high) rating are normally leaders in
structurally sound industry segments with proven track records, sustainable
positive future results, and no substantial qualifying negative factors. Given
the extremely tough definition DBRS has established for an R-1 (high), few
entities are strong enough to achieve this rating.


R-1 (MIDDLE)
Short-term debt rated R-1 (middle) is of superior credit quality and, in most
cases, ratings in this category differ from R-1 (high) credits by only a small
degree. Given the extremely tough definition DBRS has established for the R-1
(high) category, entities rated R-1 (middle) are also considered strong credits,
and typically exemplify above average strength in key areas of consideration for
the timely repayment of short-term liabilities.


R-1 (LOW)
Short-term debt rated R-1 (low) is of satisfactory credit quality. The overall
strength and outlook for key liquidity, debt, and profitability ratios is not
normally as favourable as with higher rating categories, but these
considerations are still respectable. Any qualifying negative factors that exist
are considered manageable, and the entity is normally of sufficient size to have
some influence in its industry.




                  American Funds Money Market Fund -- Page 48
 
...
 
 
Financial statements
     
       
American Funds Money Market Fund
     
Statement of assets and liabilities
     
March 19, 2009
     
       
Assets:
     
Cash
  $ 100,000  
         
Total assets
  $ 100,000  
         
Net assets:
       
Class A shares of beneficial interest issued
       
and outstanding (no stated par value) -
       
unlimited shares authorized
  $ 100,000  
         
Net assets consist of:
       
Paid-in-capital - Equivalent to $1.00 per share
  $ 100,000  
         
Total net assets
  $ 100,000  
 
 
 
Notes to statement of assets and liabilities

1.  
Organization and significant accounting policies

Organization – American Funds Money Market Fund (the “fund”) was organized on February 4, 2009 as a Delaware statutory trust. To date, the fund has had no transactions other than those relating to organization matters and the sale of 100,000 shares of Class A capital stock to Capital Research and Management Company (“CRMC”), the fund’s investment adviser. The fund’s fiscal year ends on September 30. The fund will, upon declaration of effectiveness by the Securities and Exchange Commission (“SEC”), be registered under the Investment Company Act of 1940 (the “1940 Act”), as an open-end, diversified management investment company. The fund seeks to provide income on cash reserves, while preserving capital and maintaining liquidity.

Upon declaration of effectiveness by the SEC, the fund will offer 16 share classes consisting of five retail share classes, five 529 college savings plan share classes and six retirement plan share classes. The 529 college savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F-1) can be used to save for college education. The six retirement plan share classes (R-1, R-2, R-3, R-4, R-5 and R-6) are sold without any sales charges and do not carry any conversion rights.   The fund’s share classes are described below:

Share class
Initial sales charge
Contingent deferred sales charge upon redemption
Conversion feature
Classes A and 529-A
None
None
None
Classes B and 529-B
None
Declines from 5% to 0% for redemptions within six years of purchase
Classes B and 529-B convert to Classes A and 529-A, respectively, after eight years
Class C
None
1% for redemptions within one year of purchase
Class C converts to Class F-1 after 10 years
Class 529-C
None
1% for redemptions within one year of purchase
None
Class 529-E
None
None
None
Classes F-1, F-2, and 529-F-1
None
None
None
Classes R-1, R-2,
R-3, R-4, R-5 and R-6
None
None
None
 

Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds.   Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class.

Significant accounting policies - The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

2.  
Fees and transactions with related parties

The fund has entered into an Investment Advisory and Service Agreement with CRMC, a Principal Underwriting Agreement with American Funds Distributors, Inc.® ("AFD"), and a Shareholder Services Agreement with American Funds Service Company ® ("AFS"), each of which will be effective May 1, 2009. CRMC is the parent company of AFD and AFS.

Investment advisory services –The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.295% on the first $1 billion of daily net assets and decreasing to 0.256% on such assets in excess of $34 billion.

Distribution services – The fund has adopted plans of distribution for all share classes, except Classes F-2, R-5 and R-6, pursuant to rule 12b-1 under the 1940 Act. Under the plan, the board of trustees approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares and service existing shareholder accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.15% to 1.00% as noted below. In some cases, the board of trustees has limited the amounts that may be paid to less than the maximum allowed by the plans. All share classes except Classes F-2, R-5 and R-6 may use a portion (0.15% for Class A, B, 529-A and 529-B shares and 0.25% for all other classes) of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities. The fund may suspend 12b-1 payments under agreements between its principal underwriter and intermediaries and other entities that sell fund shares. The fund is currently suspending 12b-1 payments in this low interest rate environment.

Share class
Currently approved limits
Plan limits
Class A
0.15%
0.15%
Class 529-A
0.15
0.50
Classes B and 529-B
0.90
0.90
Classes C, 529-C and R-1
1.00
1.00
Class R-2
0.75
1.00
Classes 529-E and R-3
0.50
0.75
Classes F-1, 529-F-1 and R-4
0.25
0.50

 
Transfer agent services – The fund has a transfer agent agreement with AFS for Classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC described below.

Administrative services - The fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all share classes other than Classes A and B. Each relevant share class pays CRMC annual fees up to 0.15% (0.10% for Class R-5 and 0.05% for Class R-6) based on its respective average daily net assets. Each relevant share class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. Each 529 share class is subject to an additional administrative services fee payable to the Commonwealth of Virginia for the maintenance of the 529 college savings plan.   The quarterly fee is based on a declining series of annual rates beginning with 0.10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds and decreasing to 0.06% on such assets between $120 billion and $150 billion. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter.   Although these amounts will be included with administrative services fees, the Commonwealth of Virginia is not considered a related party.

Trustees’ deferred compensation – The board of trustees has adopted a deferred compensation plan. Trustees who are unaffiliated with CRMC   may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund. These amounts represent general, unsecured liabilities of the fund and vary according to the total return of the fund.

Affiliated officers and trustees - Officers and certain trustees of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or trustees will receive any compensation directly from the fund.

3.  
Federal income taxation and distributions

It is the fund’s policy to comply in its initial year and thereafter with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and to distribute substantially all of its net taxable income and net capital gains each year.

4.  
Offering and organizational expenses

CRMC has agreed to bear all organizational expenses for the fund, including administration, legal, state registration, and printing fees.
 
...
 
<PAGE>





[logo - American Funds /(R)/]          The right choice for the long term/(R)/




American Funds
Money Market Fund/SM/





 CLASS A SHARES                   CLASS R-4 SHARES
 CLASS R-1 SHARES                 CLASS R-5 SHARES
 CLASS R-2 SHARES                 CLASS R-6 SHARES
 CLASS R-3 SHARES





 RETIREMENT PLAN
 PROSPECTUS





 April 1, 2009







TABLE OF CONTENTS

 1   Investment objective
 1   Fees and expenses of the fund
 4   Principal investment strategies
 4   Principal risks
 5   Investment adviser
 5   Purchase of sale of fund shares
 5   Tax information
 5   Financial intermediary compensation
 6   Management and organization
 8   Purchase, exchange and sale of shares
14   Sales charges
14   Rollovers from retirement plans to IRAs
15   Plans of distribution
16   Other compensation to dealers
17   Dividends and taxes




 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.



<PAGE>

[This page is intentionally left blank for this filing.]

<PAGE>

Investment objective

The investment objective of the fund is to provide you with a way to earn income
on your cash reserves while preserving capital and maintaining liquidity. The
fund is a money market fund that seeks to preserve the value of your investment
at $1.00 per share.

Fees and expenses of the fund

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.





 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                                                  CLASS A   ALL R SHARE CLASSES
--------------------------------------------------------------------------------

 Maximum initial sales charge (load) imposed on     none            none
 purchases (as a percentage of offering price)
--------------------------------------------------------------------------------
 Maximum contingent deferred sales charge (load)    none            none
--------------------------------------------------------------------------------
 Maximum sales charge (load) imposed  on            none            none
 reinvested dividends
--------------------------------------------------------------------------------
 Redemption or exchange fees                        none            none
--------------------------------------------------------------------------------





                                       1

                                  American Funds Money Market Fund / Prospectus
<PAGE>







 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A
 PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)/1/
                                   CLASS  CLASS  CLASS  CLASS  CLASS    CLASS
                          CLASS A   R-1    R-2    R-3    R-4   R-5/4/   R-6/4/

-------------------------------------------------------------------------------

 Management fees           0.30%   0.30%  0.30%  0.30%  0.30%  0.30%    0.30%
-------------------------------------------------------------------------------
 Distribution and/or       0.10    1.00   0.75   0.50   0.25   none     none
 service (12b-1) fees/2/
-------------------------------------------------------------------------------
 Other expenses/3/         0.15    0.21   0.49   0.27   0.21   0.16     0.12
-------------------------------------------------------------------------------
 Total annual fund         0.55    1.51   1.54   1.07   0.76   0.46     0.42
 operating expenses/3/
-------------------------------------------------------------------------------





1 Based on estimated amounts for the current fiscal year.

2 Class A, R-1, R-2, R-3 and R-4 12b-1 fees may not exceed .15%, 1.00%, 1.00%,
 .75% and .50%, respectively, of the class's average net assets annually. The
 fund may suspend 12b-1 payments under agreements between its principal
 underwriter and intermediaries and other entities that sell fund shares.
 The fund is currently suspending certain 12b-1 payments in this low interest
 rate environment.
3 Includes custodial, legal, transfer agent and subtransfer agent/recordkeeping
 payments and various other expenses. Subtransfer agent/recordkeeping
 payments may be made to third parties (including affiliates of the fund's
 investment adviser) that provide recordkeeping and other  administrative
 services to retirement plans invested in the fund in lieu of the
 transfer agent providing such services. The amount paid for subtransfer
 agent/recordkeeping services will vary depending on the share class selected
 and the entity receiving the payments. The table below shows the maximum
 payments to entities providing services to retirement plans.





                                                   PAYMENTS TO UNAFFILIATED
             PAYMENTS TO AFFILIATED ENTITIES               ENTITIES
 ------------------------------------------------------------------------------

  Class A           .05% of assets or                  .05% of assets or
             $12 per participant position/1/    $12 per participant position/1/
 ------------------------------------------------------------------------------
  Class R-1           .10% of assets                    .10% of assets
 ------------------------------------------------------------------------------
  Class R-2    .15% of assets plus $27 per              .25% of assets
             participant position/2/ or .35%
                       of assets/3/
 ------------------------------------------------------------------------------
               .10% of assets plus $12 per
  Class R-3  participant position/2/ or .19%            .15% of assets
                       of assets/3/
  Class R-4           .10% of assets                    .10% of assets
 ------------------------------------------------------------------------------
  Class R-5           .05% of assets                    .05% of assets
 ------------------------------------------------------------------------------
  Class R-6           .05% of assets                         none
 ------------------------------------------------------------------------------




 1 Payment amount depends on the date upon which services commenced.
 2 Payment with respect to Recordkeeper Direct/(R)/ program.
 3 Payment with respect to PlanPremier/(R)/ program.

 The fund's investment adviser may reimburse the fund for certain expenses
 for certain share classes. Such reimbursements may be reduced or discontinued
 at any time as determined by the investment adviser. Other expenses and total
 annual fund operating expenses in the table do not reflect any reimbursements.
 Additionally, the fund may suspend subtransfer agent/recordkeeping payments
 to third parties in certain circumstances under agreements between its transfer
 agent and those third parties.
4 Class R-5 and R-6 shares are generally available only to fee-based programs
 and/or through retirement plan intermediaries.


                                       2

American Funds Money Market Fund / Prospectus


<PAGE>

EXAMPLES

The examples below are intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The examples do not reflect the impact of any expense
reimbursements.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:






                                         1 YEAR   3 YEARS
----------------------------------------------------------

 Class A                                  $ 56     $176
----------------------------------------------------------
 Class R-1                                 154      477
----------------------------------------------------------
 Class R-2                                 157      486
----------------------------------------------------------
 Class R-3                                 109      340
----------------------------------------------------------
 Class R-4                                  78      243
----------------------------------------------------------
 Class R-5                                  47      148
----------------------------------------------------------
 Class R-6                                  43      135
----------------------------------------------------------





                                       3

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Principal investment strategies

The fund invests substantially in U.S. Treasury securities and other securities
backed by the full faith and credit of the United States government, as well as
securities issued by U.S. federal agencies. The fund may also invest in other
high-quality money market instruments.

The fund may invest in securities issued by entities domiciled outside of the
U.S. and securities with credit and liquidity support features provided by
entities domiciled outside of the U.S. The fund may also invest in securities of
U.S. issuers with substantial operations outside the United States.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to provide current income while
preserving capital and maintaining liquidity. The investment adviser believes
that an important way to accomplish this is by analyzing various factors,
including the credit strength of the issuer, prices of similar securities issued
by comparable issuers, current and anticipated changes in interest rates,
general market conditions and other factors pertinent to the particular security
being evaluated.

The fund has entered into an Agreement and Plan of Reorganization and
Liquidation with The Cash Management Trust of America and The U.S. Treasury
Money Fund of America, or the target funds, to merge the target funds into the
fund in exchange for shares of beneficial interest of the fund, subject to the
approval of the target funds' shareholders. As of the date of this prospectus,
the target funds had a combined total asset value of approximately $34 billion.
These assets may be more or less as of the date of the completion of the
mergers, which the fund expects to be in summer 2009. If the mergers are
completed and the target funds are participants of the U.S. Treasury's Temporary
Guarantee Program for Money Market Funds at such time, shareholders of the
target funds that were insured under the program as of the completion of the
mergers will be covered by the program to the same extent in the fund. Under the
program, the Treasury is guaranteeing investors of any participating fund that
in the event the fund is liquidated they will receive $1.00 for the lesser of
(i) each share of the fund held in an account as of the close of business on
September 19, 2008 and (ii) each share of the fund held in that account on the
date the fund's net asset value falls below $0.9950. The guarantee does not
cover shares of a fund purchased after the close of business on September 19,
2008, to the extent the number of shares held in a particular account exceeds
the number of shares held in that account on September 19, 2008. The program is
currently operational until April 30, 2009, but may be extended by the Secretary
of the Treasury through September 19, 2009. The duration and terms of any such
extension have not been determined, and there is no assurance that either of the
target funds will participate in any such extension.


                                       4

American Funds Money Market Fund / Prospectus


<PAGE>

Principal risks

Although the fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the fund.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.

The value and liquidity of the securities held by the fund may be affected by
changing interest rates and by changes in credit ratings of the securities. For
example, the values of these securities may decline when interest rates rise and
increase when interest rates fall.

Some of the securities held by the fund may have credit and liquidity
enhancements. Changes in the credit quality of the issuer or provider of these
enhancements could cause the fund to experience a loss and may affect its share
price.

Additionally, the securities held by the fund may be affected by unfavorable
political, economic or governmental developments that could affect the repayment
of principal or the payment of interest.


                                       5

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Investment adviser

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.

Purchase and sale of fund shares

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges
in addition to those described in this prospectus) authorized to sell the fund's
shares.

Class R shares generally are available only to 401(k) plans, 457 plans, 403(b)
plans, profit-sharing and money purchase pension plans, defined benefit plans
and nonqualified deferred compensation plans. Class R shares also are generally
available only to retirement plans where plan level or omnibus accounts are held
on the books of the fund.

Tax information

Dividends distributed by the fund to tax-deferred retirement plan accounts are
not taxable currently.

Financial intermediary compensation

If you purchase the fund through a broker-dealer or other financial intermediary
(such as a bank), the fund and its related companies may pay the intermediary
for the sale of fund shares and related services. These payments may influence
the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial
intermediary's website for more information.


                                       6

American Funds Money Market Fund / Prospectus


<PAGE>

Management and organization

INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including the American Funds. Capital Research and Management Company is
a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at
333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center
Drive, Irvine, California 92618. Capital Research and Management Company manages
the investment portfolios and business affairs of the fund. The total management
fees to be paid by the fund for the current fiscal year, as a percentage of
average net assets, appear in the Annual Fund Operating Expenses table under
"Fees and expenses of the fund." A more detailed description of the investment
advisory and service agreement between the fund and the investment adviser is
included in the fund's statement of additional information, and a discussion
regarding the basis for its approval by the fund's board of trustees will be
contained in the fund's annual report to shareholders.

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.
Capital World Investors and Capital Research Global Investors make investment
decisions on an independent basis.

Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Capital Research and Management Company and
the funds it advises have applied to the Securities and Exchange Commission for
an exemptive order that would give Capital Research and Management Company the
authority to use, upon approval of the funds' boards, its management
subsidiaries and affiliates to provide day-to-day investment management services
to the funds, including making changes to the management subsidiaries and
affiliates providing such services. Approval by the funds' shareholders would be
required before any authority granted under an exemptive order could be
exercised. There is no assurance that Capital Research and Management Company
will incorporate its investment divisions or seek a shareholder vote to exercise
any authority, if granted, under an exemptive order.


                                       7

                                  American Funds Money Market Fund / Prospectus
<PAGE>

EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. In selecting broker-dealers, the investment adviser
strives to obtain "best execution" (the most favorable total price reasonably
attainable under the circumstances) for the fund's portfolio transactions,
taking into account a variety of factors. Subject to best execution, the
investment adviser may consider investment research and/or brokerage services
provided to the adviser in placing orders for the fund's portfolio transactions.
The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of funds managed by the investment
adviser or its affiliated companies; however, it does not give consideration to
whether a broker-dealer has sold shares of the funds managed by the investment
adviser or its affiliated companies when placing any such orders for the fund's
portfolio transactions. A more detailed description of the investment adviser's
policies is included in the fund's statement of additional information.

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund will be available on the American
Funds website at americanfunds.com. To reach this information, access the fund's
detailed information page on the website. A link to the fund's complete list of
publicly disclosed portfolio holdings, updated as of each calendar quarter-end,
is generally posted to this page within 45 days after the end of the applicable
quarter. This information is available on the website until new information for
the next quarter is posted. Portfolio holdings information for the fund is also
contained in reports filed with the Securities and Exchange Commission.

A description of the fund's policies and procedures regarding disclosure of
information about its portfolio holdings is available in the statement of
additional information.

CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS
PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE
TO YOU, DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER.
PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR RETIREMENT PLAN
RECORDKEEPER FOR MORE INFORMATION.


                                       8

American Funds Money Market Fund / Prospectus


<PAGE>

Purchase, exchange and sale of shares

AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND
AND AMERICAN FUNDS DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY
LAW TO OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S)
ACTING ON YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU
DO NOT PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR
ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY
OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED
POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE
THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE
OR REQUIRED BY LAW.

PURCHASES AND EXCHANGES

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges
in addition to those described in this prospectus) authorized to sell the fund's
shares. Some or all R share classes may not be available through certain
investment dealers. Additional shares may be purchased through a plan's
administrator or recordkeeper.

Class A shares are generally not available for retirement plans using the
PlanPremier or Recordkeeper Direct recordkeeping programs.

Class R shares generally are available only to 401(k) plans, 457 plans, 403(b)
plans, profit-sharing and money purchase pension plans, defined benefit plans
and nonqualified deferred compensation plans. Class R shares also are generally
available only to retirement plans where plan level or omnibus accounts are held
on the books of the fund. In addition, Class R-6 shares are available for
investment by American Funds Target Date Retirement Series/(R)/ and Class R-5
shares are available to other registered investment companies approved by the
fund. Class R shares generally are not available to retail nonretirement
accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell
Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs and 529 college savings
plans.

A 403(b) plan may not invest in Class A, B or C shares on or after January 1,
2009, unless such plan was invested in Class A, B or C shares prior to that
date.

Shares of the fund offered through this prospectus generally may be exchanged
into shares of the same class of other American Funds. Exchanges of Class A
shares from American Funds money market funds purchased without a sales charge
generally will be subject to the appropriate sales charge.


                                       9

                                  American Funds Money Market Fund / Prospectus
<PAGE>

FREQUENT TRADING OF FUND SHARES

The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. The fund is not designed to serve as a vehicle
for frequent trading. Frequent trading of fund shares may lead to increased
costs to the fund and less efficient management of the fund's portfolio,
potentially resulting in dilution of the value of the shares held by long-term
shareholders. Accordingly, purchases, including those that are part of exchange
activity that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund, may be rejected.

The fund, through its transfer agent, American Funds Service Company, maintains
surveillance procedures that are designed to detect frequent trading in fund
shares. Under these procedures, various analytics are used to evaluate factors
that may be indicative of frequent trading. For example, transactions in fund
shares that exceed certain monetary thresholds may be scrutinized. American
Funds Service Company also may review transactions that occur close in time to
other transactions in the same account or in multiple accounts under common
ownership or influence. Trading activity that is identified through these
procedures or as a result of any other information available to the fund will be
evaluated to determine whether such activity might constitute frequent trading.
These procedures may be modified from time to time as appropriate to improve the
detection of frequent trading, to facilitate monitoring for frequent trading in
particular retirement plans or other accounts, and to comply with applicable
laws.

The American Funds (other than the money market funds, including this fund) have
adopted a "purchase blocking policy" under which any shareholder redeeming
shares having a value of $5,000 or more from a fund (other than the money market
funds, including this fund) will be precluded from investing in that fund for 30
calendar days after the redemption transaction. This policy also applies to
redemptions and purchases that are part of exchange transactions. Under the
American Funds' purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase block, such as
systematic redemptions and purchases, where the entity maintaining the
shareholder account is able to identify the transaction as a systematic
redemption or purchase; purchases and redemptions of shares having a value of
less than $5,000; transactions in Class 529 shares; purchases and redemptions
resulting from reallocations by American Funds Target Date Retirement
Series/(R)/; retirement plan contributions, loans and distributions (including
hardship withdrawals) identified as such on the retirement plan recordkeeper's
system; and purchase transactions involving transfers of assets, rollovers, Roth
IRA conversions and IRA recharacterizations, where the entity maintaining the
shareholder account is able to identify the transaction as one of these types of
transactions.

Each fund reserves the right to waive the purchase blocking policy with respect
to specific shareholder accounts in those instances where American Funds Service
Company


                                       10

American Funds Money Market Fund / Prospectus


<PAGE>

determines that its surveillance procedures are adequate to detect frequent
trading in fund shares.

American Funds Service Company will work with certain intermediaries (such as
investment dealers holding shareholder accounts in street name, retirement plan
recordkeepers, insurance company separate accounts and bank trust companies) to
apply their own procedures, provided that American Funds Service Company
believes the intermediary's procedures are reasonably designed to enforce the
frequent trading policies of the funds. You should refer to disclosures provided
by the intermediaries with which you have an account to determine the specific
trading restrictions that apply to you.

If American Funds Service Company identifies any activity that may constitute
frequent trading, it reserves the right to contact the intermediary and request
that the intermediary either provide information regarding an account owner's
transactions or restrict the account owner's trading. If American Funds Service
Company is not satisfied that the intermediary has taken appropriate action,
American Funds Service Company may terminate the intermediary's ability to
transact in fund shares.

There is no guarantee that all instances of frequent trading in fund shares will
be prevented.

NOTWITHSTANDING THE FUNDS' SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY,
ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE RIGHT OF THE FUND AND
AMERICAN FUNDS DISTRIBUTORS' TO RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY
(INCLUDING THE TYPES OF TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED
OR TRIGGER A BLOCK UNDER THE PURCHASE BLOCKING POLICY). SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR MORE INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE
COMPANY MAY ADDRESS OTHER POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN
FUNDS.


                                       11

                                  American Funds Money Market Fund / Prospectus
<PAGE>

SALES

Please contact your plan administrator or recordkeeper in order to sell shares
from your retirement plan.

RIGHT OF REINVESTMENT

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds, provided that the reinvestment occurs
within 90 days after the date of the redemption or distribution and is made into
the same account from which you redeemed the shares or received the
distribution. If the account has been closed, you may reinvest without a sales
charge if the new receiving account has the same registration as the closed
account. Proceeds will be reinvested in the same share class from which the
original redemption or distribution was made. Redemption proceeds of Class A
shares representing direct purchases in American Funds money market funds that
are reinvested in non-money market American Funds will be subject to a sales
charge. Proceeds will be reinvested at the next calculated net asset value after
your request is received and accepted by American Funds Service Company. For
purposes of this "right of reinvestment policy," automatic transactions
(including, for example, automatic purchases, withdrawals and payroll
deductions) and ongoing retirement plan contributions are not eligible for
investment without a sales charge. See the statement of additional information
for further information. You may not reinvest proceeds in the American Funds as
described in this paragraph if such proceeds are subject to a purchase block as
described under "Frequent trading of fund shares" in this prospectus. This
paragraph does not apply to certain rollover investments as described under
"Rollovers from retirement plans to IRAs" in this prospectus.

VALUING SHARES

The net asset value of each share class of the fund is the value of a single
share. The fund seeks to preserve the net asset value of each share class at
$1.00. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. The fund may also calculate its share price on
days the New York Stock Exchange is closed when deemed prudent to do so by the
fund's officers. Assets are valued primarily on the basis of market quotations.
However, the fund has adopted procedures for making "fair value" determinations
if market quotations are not readily available or are not considered reliable.
For example, fair value procedures may be used if an issuer defaults and there
is no market for its securities. Use of these procedures is intended to result
in more appropriate net asset values.

Because the fund may hold securities that are primarily listed on foreign
exchanges that trade on weekends or days when the fund does not price its
shares, the value of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.


                                       12

American Funds Money Market Fund / Prospectus


<PAGE>


The valuation of the fund's portfolio securities and calculation of its net
asset value are based upon the penny-rounding method of pricing pursuant to
Securities and Exchange Commission regulations, which permit current net asset
value per share to be rounded to the nearest cent, provided the fund follows
certain maturity, credit quality and other guidelines under the Securities and
Exchange Commission regulations. The fund follows standard industry practice by
typically reflecting changes in its holdings of portfolio securities on the
first business day following a portfolio trade.

All securities with 60 days or less to maturity are amortized to maturity based
on their cost if acquired within 60 days of maturity, or if already held on the
60th day, based on the value determined on the 61st day. The maturities of
variable or floating rate instruments, with the right to resell them at an
agreed-upon price to the issuer or dealer, are deemed to be the time remaining
until the later of the next interest adjustment date or until they can be
resold.

Other securities with more than 60 days remaining to maturity are valued at
prices obtained from one or more pricing vendors selected by the investment
adviser, except that, if such prices are not available or if the investment
adviser has determined that such prices do not reflect current market value,
they are valued in good faith at the mean between bid and ask quotations that
are reasonably and timely available from one or more dealers in such securities.


If market prices or market quotations are not readily available or are
considered unreliable, securities are valued at fair value as determined in good
faith pursuant to procedures adopted by the board of trustees. The fair value of
all other assets is added to the value of securities to arrive at the total
assets.

Your shares will be purchased at the net asset value or sold at the net asset
value next determined after American Funds Service Company receives and accepts
your request.

MOVING BETWEEN SHARE CLASSES AND ACCOUNTS

Please see the statement of additional information for details and limitations
on moving investments in certain share classes to different share classes and on
moving investments held in certain accounts to different accounts.


                                       13

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Sales charges

CLASS A SHARES

Class A shares of the fund are sold without an initial sales charge. However, if
shares of the fund are exchanged for shares of an American Funds non-money
market fund, the sales charge applicable to the non-money market fund may apply.

CLASS R SHARES

Class R shares are sold without any initial or contingent deferred sales charge.
The distributor will pay dealers annually an asset-based compensation of up to
1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50%
for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation
is paid on sales of Class R-5 or R-6 shares. The fund may reimburse the
distributor for these payments through its plans of distribution (see "Plans of
distribution" in this prospectus).

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, B, C or F shares
through an IRA rollover, subject to the other provisions of this prospectus and
the prospectus for nonretirement plan shareholders. More information on Class B,
C and F shares can be found in the fund's prospectus for nonretirement plan
shareholders. Rollovers invested in Class A shares from retirement plans will be
subject to applicable sales charges. The following rollovers to Class A shares
will be made without a sales charge:

. rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as
 custodian; and

. rollovers to IRAs that are attributable to American Funds investments, if they
 meet the following requirements:

 -- the assets being rolled over were invested in American Funds at the time of
   distribution; and

 -- the rolled over assets are contributed to an American Funds IRA with Capital
   Bank and Trust Company as custodian.

IRA rollover assets that roll over without a sales charge as described above
will not be subject to a contingent deferred sales charge and investment dealers
will be compensated solely with an annual service fee that begins to accrue
immediately. IRA rollover assets invested in Class A shares that are not
attributable to American Funds investments, as well as future contributions to
the IRA, will be subject to sales charges and the terms and conditions generally
applicable to Class A share investments as described in this prospectus and the
statement of additional information.


                                       14

American Funds Money Market Fund / Prospectus


<PAGE>

Plans of distribution

The fund has plans of distribution or "12b-1 plans" for certain share classes,
under which it may finance activities primarily intended to sell shares,
provided the categories of expenses are approved in advance by the fund's board
of trustees. The plans provide for payments, based on annualized percentages of
average daily net assets, of up to .15% for Class A shares, up to 1.00% for
Class R-1 shares, and up to 1.00%, .75% and .50% for Class R-2, R-3 and R-4
shares, respectively. For all share classes indicated above, a portion of these
expenses (up to .15% for Class A shares and .25% for Class R shares) may be used
to pay service fees to qualified dealers for providing certain shareholder
services. The amount remaining for each share class may be used for distribution
expenses.

The estimated 12b-1 fees paid by the fund, as a percentage of average net assets
for the current fiscal year, are indicated in the Annual Fund Operating Expenses
table under "Fees and expenses of the fund" in this prospectus. Since these fees
are paid out of the fund's assets or income on an ongoing basis, over time they
will increase the cost and reduce the return of your investment.


                                       15

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 100 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2008, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the average assets of the American Funds.
Aggregate payments may also change from year to year. A number of factors will
be considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 100
firms to facilitate educating financial advisers and shareholders about the
American Funds. If investment advisers, distributors or other affiliates of
mutual funds pay additional compensation or other incentives in differing
amounts, dealer firms and their advisers may have financial incentives for
recommending a particular mutual fund over other mutual funds. You should
consult with your financial adviser and review carefully any disclosure by your
financial adviser's firm as to compensation received.


                                       16

American Funds Money Market Fund / Prospectus


<PAGE>

Dividends and taxes

DIVIDENDS

The fund declares daily dividends from net investment income and distributes the
accrued dividends, which may fluctuate, to shareholders each month. Dividends
begin accruing one day after payment for shares is received by the fund or
American Funds Service Company.

All dividends paid to retirement plan shareholders will be automatically
reinvested.

TAXES ON DIVIDENDS

Dividends distributed by the fund to tax-deferred retirement plan accounts are
not taxable currently.

TAXES ON TRANSACTIONS

Exchanges within a tax-deferred retirement plan account will not result in a
capital gain or loss for federal or state income tax purposes. With limited
exceptions, distributions from a retirement plan account are taxable as ordinary
income.

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION.


                                       17

                                  American Funds Money Market Fund / Prospectus


<PAGE>

NOTES


                                       20

American Funds Money Market Fund / Prospectus


<PAGE>

NOTES


                                       21



                                  American Funds Money Market Fund / Prospectus
<PAGE>



[logo - American Funds /(R)/]          The right choice for the long term/(R)/





          FOR SHAREHOLDER          American Funds Service Company
          SERVICES                 800/421-0180
          FOR RETIREMENT PLAN      Call your employer or plan
          SERVICES                 administrator
          FOR ADVISER              American Funds Distributors
          MARKETING                800/421-9900
                                   americanfunds.com
          FOR 24                   For Class R share information,
          -HOUR INFORMATION        visit
                                   AmericanFundsRetirement.com


          Telephone calls you have with the American Funds
          organization may be monitored or recorded for quality
          assurance, verification and/or recordkeeping purposes.
          By speaking with us on the telephone, you are giving
          your consent to such monitoring and recording.
-----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity in the meaning of any translated word
or phrase, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies and the independent registered public
accounting firm's report (in the annual report).

STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The current SAI,
as amended from time to time, contains more detailed information about the fund,
including the fund's financial statements, and is incorporated by reference into
this prospectus. This means that the current SAI, for legal purposes, is part of
this prospectus. The codes of ethics describe the personal investing policies
adopted by the fund, the fund's investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the Securities and Exchange
Commission (SEC). These and other related materials about the fund are available
for review or to be copied at the SEC's Public Reference Room in Washington, DC
(202/551-8090) or on the EDGAR database on the SEC's website at sec.gov or,
after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington,
DC 20549-1520. The codes of ethics, current SAI and shareholder reports are also
available, free of charge, on americanfunds.com.

E-DELIVERY AND HOUSEHOLD MAILINGS Each year you are automatically sent an
updated prospectus and annual and semi-annual reports for the fund. You may also
occasionally receive proxy statements for the fund. In order to reduce the
volume of mail you receive, when possible, only one copy of these documents will
be sent to shareholders who are part of the same family and share the same
household address. You may elect to receive these documents electronically in
lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics or annual/semi-annual
report to shareholders, please call American Funds Service Company at
800/421-0180 or write to the secretary of the fund at 333 South Hope Street, Los
Angeles, California 90071.

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)  Shareholders may obtain
information about SIPC/(R)/ on its website at sipc.org or by calling
202/371-8300.




                                      Investment Company File No. 811-22277
                                    RPGEPR-959-0409P Litho in USA CGD/RRD/10045
-------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds     Capital Research and Management      Capital International     Capital Guardian     Capital Bank and Trust





THE FUND PROVIDES SPANISH TRANSLATION IN CONNECTION WITH THE
PUBLIC OFFERING AND SALE OF ITS SHARES. THE FOLLOWING IS A FAIR
AND ACCURATE ENGLISH TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS
FOR THE FUND.

/s/ KIMBERLY S. VERDICK
    KIMBERLY S. VERDICK
    SECRETARY




<PAGE>





[logo - American Funds /(R)/]          The right choice for the long term/(R)/




American Funds
Money Market Fund/SM/





 CLASS A SHARES                   CLASS R-4 SHARES
 CLASS R-1 SHARES                 CLASS R-5 SHARES
 CLASS R-2 SHARES                 CLASS R-6 SHARES
 CLASS R-3 SHARES





 RETIREMENT PLAN
 PROSPECTUS





 April 1, 2009







TABLE OF CONTENTS

 1   Investment objective
 1   Fees and expenses of the fund
 4   Principal investment strategies
 4   Principal risks
 5   Investment adviser
 5   Purchase of sale of fund shares
 5   Tax information
 5   Financial intermediary compensation
 6   Management and organization
 8   Purchase, exchange and sale of shares
14   Sales charges
14   Rollovers from retirement plans to IRAs
15   Plans of distribution
16   Other compensation to dealers
17   Dividends and taxes




 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.



<PAGE>

[This page is intentionally left blank for this filing.]

<PAGE>

Investment objective

The investment objective of the fund is to provide you with a way to earn income
on your cash reserves while preserving capital and maintaining liquidity. The
fund is a money market fund that seeks to preserve the value of your investment
at $1.00 per share.

Fees and expenses of the fund

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.





 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
                                                  CLASS A   ALL R SHARE CLASSES
--------------------------------------------------------------------------------

 Maximum initial sales charge (load) imposed on     none            none
 purchases (as a percentage of offering price)
--------------------------------------------------------------------------------
 Maximum contingent deferred sales charge (load)    none            none
--------------------------------------------------------------------------------
 Maximum sales charge (load) imposed  on            none            none
 reinvested dividends
--------------------------------------------------------------------------------
 Redemption or exchange fees                        none            none
--------------------------------------------------------------------------------





                                       1

                                  American Funds Money Market Fund / Prospectus
<PAGE>







 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A
 PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)/1/
                                   CLASS  CLASS  CLASS  CLASS  CLASS    CLASS
                          CLASS A   R-1    R-2    R-3    R-4   R-5/4/   R-6/4/

-------------------------------------------------------------------------------

 Management fees           0.30%   0.30%  0.30%  0.30%  0.30%  0.30%    0.30%
-------------------------------------------------------------------------------
 Distribution and/or       0.10    1.00   0.75   0.50   0.25   none     none
 service (12b-1) fees/2/
-------------------------------------------------------------------------------
 Other expenses/3/         0.15    0.21   0.49   0.27   0.21   0.16     0.12
-------------------------------------------------------------------------------
 Total annual fund         0.55    1.51   1.54   1.07   0.76   0.46     0.42
 operating expenses/3/
-------------------------------------------------------------------------------





1 Based on estimated amounts for the current fiscal year.

2 Class A, R-1, R-2, R-3 and R-4 12b-1 fees may not exceed .15%, 1.00%, 1.00%,
 .75% and .50%, respectively, of the class's average net assets annually. The
 fund may suspend 12b-1 payments under agreements between its principal
 underwriter and intermediaries and other entities that sell fund shares.
 The fund is currently suspending certain 12b-1 payments in this low interest
 rate environment.
3 Includes custodial, legal, transfer agent and subtransfer agent/recordkeeping
 payments and various other expenses. Subtransfer agent/recordkeeping
 payments may be made to third parties (including affiliates of the fund's
 investment adviser) that provide recordkeeping and other  administrative
 services to retirement plans invested in the fund in lieu of the
 transfer agent providing such services. The amount paid for subtransfer
 agent/recordkeeping services will vary depending on the share class selected
 and the entity receiving the payments. The table below shows the maximum
 payments to entities providing services to retirement plans.





                                                   PAYMENTS TO UNAFFILIATED
             PAYMENTS TO AFFILIATED ENTITIES               ENTITIES
 ------------------------------------------------------------------------------

  Class A           .05% of assets or                  .05% of assets or
             $12 per participant position/1/    $12 per participant position/1/
 ------------------------------------------------------------------------------
  Class R-1           .10% of assets                    .10% of assets
 ------------------------------------------------------------------------------
  Class R-2    .15% of assets plus $27 per              .25% of assets
             participant position/2/ or .35%
                       of assets/3/
 ------------------------------------------------------------------------------
               .10% of assets plus $12 per
  Class R-3  participant position/2/ or .19%            .15% of assets
                       of assets/3/
  Class R-4           .10% of assets                    .10% of assets
 ------------------------------------------------------------------------------
  Class R-5           .05% of assets                    .05% of assets
 ------------------------------------------------------------------------------
  Class R-6           .05% of assets                         none
 ------------------------------------------------------------------------------




 1 Payment amount depends on the date upon which services commenced.
 2 Payment with respect to Recordkeeper Direct/(R)/ program.
 3 Payment with respect to PlanPremier/(R)/ program.

 The fund's investment adviser may reimburse the fund for certain expenses
 for certain share classes. Such reimbursements may be reduced or discontinued
 at any time as determined by the investment adviser. Other expenses and total
 annual fund operating expenses in the table do not reflect any reimbursements.
 Additionally, the fund may suspend subtransfer agent/recordkeeping payments
 to third parties in certain circumstances under agreements between its transfer
 agent and those third parties.
4 Class R-5 and R-6 shares are generally available only to fee-based programs
 and/or through retirement plan intermediaries.


                                       2

American Funds Money Market Fund / Prospectus


<PAGE>

EXAMPLES

The examples below are intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The examples do not reflect the impact of any expense
reimbursements.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:






                                         1 YEAR   3 YEARS
----------------------------------------------------------

 Class A                                  $ 56     $176
----------------------------------------------------------
 Class R-1                                 154      477
----------------------------------------------------------
 Class R-2                                 157      486
----------------------------------------------------------
 Class R-3                                 109      340
----------------------------------------------------------
 Class R-4                                  78      243
----------------------------------------------------------
 Class R-5                                  47      148
----------------------------------------------------------
 Class R-6                                  43      135
----------------------------------------------------------





                                       3

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Principal investment strategies

The fund invests substantially in U.S. Treasury securities and other securities
backed by the full faith and credit of the United States government, as well as
securities issued by U.S. federal agencies. The fund may also invest in other
high-quality money market instruments.

The fund may invest in securities issued by entities domiciled outside of the
U.S. and securities with credit and liquidity support features provided by
entities domiciled outside of the U.S. The fund may also invest in securities of
U.S. issuers with substantial operations outside the United States.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to provide current income while
preserving capital and maintaining liquidity. The investment adviser believes
that an important way to accomplish this is by analyzing various factors,
including the credit strength of the issuer, prices of similar securities issued
by comparable issuers, current and anticipated changes in interest rates,
general market conditions and other factors pertinent to the particular security
being evaluated.

The fund has entered into an Agreement and Plan of Reorganization and
Liquidation with The Cash Management Trust of America and The U.S. Treasury
Money Fund of America, or the target funds, to merge the target funds into the
fund in exchange for shares of beneficial interest of the fund, subject to the
approval of the target funds' shareholders. As of the date of this prospectus,
the target funds had a combined total asset value of approximately $34 billion.
These assets may be more or less as of the date of the completion of the
mergers, which the fund expects to be in summer 2009. If the mergers are
completed and the target funds are participants of the U.S. Treasury's Temporary
Guarantee Program for Money Market Funds at such time, shareholders of the
target funds that were insured under the program as of the completion of the
mergers will be covered by the program to the same extent in the fund. Under the
program, the Treasury is guaranteeing investors of any participating fund that
in the event the fund is liquidated they will receive $1.00 for the lesser of
(i) each share of the fund held in an account as of the close of business on
September 19, 2008 and (ii) each share of the fund held in that account on the
date the fund's net asset value falls below $0.9950. The guarantee does not
cover shares of a fund purchased after the close of business on September 19,
2008, to the extent the number of shares held in a particular account exceeds
the number of shares held in that account on September 19, 2008. The program is
currently operational until April 30, 2009, but may be extended by the Secretary
of the Treasury through September 19, 2009. The duration and terms of any such
extension have not been determined, and there is no assurance that either of the
target funds will participate in any such extension.


                                       4

American Funds Money Market Fund / Prospectus


<PAGE>

Principal risks

Although the fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the fund.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.

The value and liquidity of the securities held by the fund may be affected by
changing interest rates and by changes in credit ratings of the securities. For
example, the values of these securities may decline when interest rates rise and
increase when interest rates fall.

Some of the securities held by the fund may have credit and liquidity
enhancements. Changes in the credit quality of the issuer or provider of these
enhancements could cause the fund to experience a loss and may affect its share
price.

Additionally, the securities held by the fund may be affected by unfavorable
political, economic or governmental developments that could affect the repayment
of principal or the payment of interest.


                                       5

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Investment adviser

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.

Purchase and sale of fund shares

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges
in addition to those described in this prospectus) authorized to sell the fund's
shares.

Class R shares generally are available only to 401(k) plans, 457 plans, 403(b)
plans, profit-sharing and money purchase pension plans, defined benefit plans
and nonqualified deferred compensation plans. Class R shares also are generally
available only to retirement plans where plan level or omnibus accounts are held
on the books of the fund.

Tax information

Dividends distributed by the fund to tax-deferred retirement plan accounts are
not taxable currently.

Financial intermediary compensation

If you purchase the fund through a broker-dealer or other financial intermediary
(such as a bank), the fund and its related companies may pay the intermediary
for the sale of fund shares and related services. These payments may influence
the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial
intermediary's website for more information.


                                       6

American Funds Money Market Fund / Prospectus


<PAGE>

Management and organization

INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including the American Funds. Capital Research and Management Company is
a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at
333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center
Drive, Irvine, California 92618. Capital Research and Management Company manages
the investment portfolios and business affairs of the fund. The total management
fees to be paid by the fund for the current fiscal year, as a percentage of
average net assets, appear in the Annual Fund Operating Expenses table under
"Fees and expenses of the fund." A more detailed description of the investment
advisory and service agreement between the fund and the investment adviser is
included in the fund's statement of additional information, and a discussion
regarding the basis for its approval by the fund's board of trustees will be
contained in the fund's annual report to shareholders.

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.
Capital World Investors and Capital Research Global Investors make investment
decisions on an independent basis.

Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Capital Research and Management Company and
the funds it advises have applied to the Securities and Exchange Commission for
an exemptive order that would give Capital Research and Management Company the
authority to use, upon approval of the funds' boards, its management
subsidiaries and affiliates to provide day-to-day investment management services
to the funds, including making changes to the management subsidiaries and
affiliates providing such services. Approval by the funds' shareholders would be
required before any authority granted under an exemptive order could be
exercised. There is no assurance that Capital Research and Management Company
will incorporate its investment divisions or seek a shareholder vote to exercise
any authority, if granted, under an exemptive order.


                                       7

                                  American Funds Money Market Fund / Prospectus
<PAGE>

EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. In selecting broker-dealers, the investment adviser
strives to obtain "best execution" (the most favorable total price reasonably
attainable under the circumstances) for the fund's portfolio transactions,
taking into account a variety of factors. Subject to best execution, the
investment adviser may consider investment research and/or brokerage services
provided to the adviser in placing orders for the fund's portfolio transactions.
The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of funds managed by the investment
adviser or its affiliated companies; however, it does not give consideration to
whether a broker-dealer has sold shares of the funds managed by the investment
adviser or its affiliated companies when placing any such orders for the fund's
portfolio transactions. A more detailed description of the investment adviser's
policies is included in the fund's statement of additional information.

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund will be available on the American
Funds website at americanfunds.com. To reach this information, access the fund's
detailed information page on the website. A link to the fund's complete list of
publicly disclosed portfolio holdings, updated as of each calendar quarter-end,
is generally posted to this page within 45 days after the end of the applicable
quarter. This information is available on the website until new information for
the next quarter is posted. Portfolio holdings information for the fund is also
contained in reports filed with the Securities and Exchange Commission.

A description of the fund's policies and procedures regarding disclosure of
information about its portfolio holdings is available in the statement of
additional information.

CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS
PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE
TO YOU, DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER.
PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR RETIREMENT PLAN
RECORDKEEPER FOR MORE INFORMATION.


                                       8

American Funds Money Market Fund / Prospectus


<PAGE>

Purchase, exchange and sale of shares

AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND
AND AMERICAN FUNDS DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY
LAW TO OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S)
ACTING ON YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU
DO NOT PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR
ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY
OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED
POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE
THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE
OR REQUIRED BY LAW.

PURCHASES AND EXCHANGES

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges
in addition to those described in this prospectus) authorized to sell the fund's
shares. Some or all R share classes may not be available through certain
investment dealers. Additional shares may be purchased through a plan's
administrator or recordkeeper.

Class A shares are generally not available for retirement plans using the
PlanPremier or Recordkeeper Direct recordkeeping programs.

Class R shares generally are available only to 401(k) plans, 457 plans, 403(b)
plans, profit-sharing and money purchase pension plans, defined benefit plans
and nonqualified deferred compensation plans. Class R shares also are generally
available only to retirement plans where plan level or omnibus accounts are held
on the books of the fund. In addition, Class R-6 shares are available for
investment by American Funds Target Date Retirement Series/(R)/ and Class R-5
shares are available to other registered investment companies approved by the
fund. Class R shares generally are not available to retail nonretirement
accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell
Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs and 529 college savings
plans.

A 403(b) plan may not invest in Class A, B or C shares on or after January 1,
2009, unless such plan was invested in Class A, B or C shares prior to that
date.

Shares of the fund offered through this prospectus generally may be exchanged
into shares of the same class of other American Funds. Exchanges of Class A
shares from American Funds money market funds purchased without a sales charge
generally will be subject to the appropriate sales charge.


                                       9

                                  American Funds Money Market Fund / Prospectus
<PAGE>

FREQUENT TRADING OF FUND SHARES

The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. The fund is not designed to serve as a vehicle
for frequent trading. Frequent trading of fund shares may lead to increased
costs to the fund and less efficient management of the fund's portfolio,
potentially resulting in dilution of the value of the shares held by long-term
shareholders. Accordingly, purchases, including those that are part of exchange
activity that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund, may be rejected.

The fund, through its transfer agent, American Funds Service Company, maintains
surveillance procedures that are designed to detect frequent trading in fund
shares. Under these procedures, various analytics are used to evaluate factors
that may be indicative of frequent trading. For example, transactions in fund
shares that exceed certain monetary thresholds may be scrutinized. American
Funds Service Company also may review transactions that occur close in time to
other transactions in the same account or in multiple accounts under common
ownership or influence. Trading activity that is identified through these
procedures or as a result of any other information available to the fund will be
evaluated to determine whether such activity might constitute frequent trading.
These procedures may be modified from time to time as appropriate to improve the
detection of frequent trading, to facilitate monitoring for frequent trading in
particular retirement plans or other accounts, and to comply with applicable
laws.

The American Funds (other than the money market funds, including this fund) have
adopted a "purchase blocking policy" under which any shareholder redeeming
shares having a value of $5,000 or more from a fund (other than the money market
funds, including this fund) will be precluded from investing in that fund for 30
calendar days after the redemption transaction. This policy also applies to
redemptions and purchases that are part of exchange transactions. Under the
American Funds' purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase block, such as
systematic redemptions and purchases, where the entity maintaining the
shareholder account is able to identify the transaction as a systematic
redemption or purchase; purchases and redemptions of shares having a value of
less than $5,000; transactions in Class 529 shares; purchases and redemptions
resulting from reallocations by American Funds Target Date Retirement
Series/(R)/; retirement plan contributions, loans and distributions (including
hardship withdrawals) identified as such on the retirement plan recordkeeper's
system; and purchase transactions involving transfers of assets, rollovers, Roth
IRA conversions and IRA recharacterizations, where the entity maintaining the
shareholder account is able to identify the transaction as one of these types of
transactions.

Each fund reserves the right to waive the purchase blocking policy with respect
to specific shareholder accounts in those instances where American Funds Service
Company


                                       10

American Funds Money Market Fund / Prospectus


<PAGE>

determines that its surveillance procedures are adequate to detect frequent
trading in fund shares.

American Funds Service Company will work with certain intermediaries (such as
investment dealers holding shareholder accounts in street name, retirement plan
recordkeepers, insurance company separate accounts and bank trust companies) to
apply their own procedures, provided that American Funds Service Company
believes the intermediary's procedures are reasonably designed to enforce the
frequent trading policies of the funds. You should refer to disclosures provided
by the intermediaries with which you have an account to determine the specific
trading restrictions that apply to you.

If American Funds Service Company identifies any activity that may constitute
frequent trading, it reserves the right to contact the intermediary and request
that the intermediary either provide information regarding an account owner's
transactions or restrict the account owner's trading. If American Funds Service
Company is not satisfied that the intermediary has taken appropriate action,
American Funds Service Company may terminate the intermediary's ability to
transact in fund shares.

There is no guarantee that all instances of frequent trading in fund shares will
be prevented.

NOTWITHSTANDING THE FUNDS' SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY,
ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE RIGHT OF THE FUND AND
AMERICAN FUNDS DISTRIBUTORS' TO RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY
(INCLUDING THE TYPES OF TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED
OR TRIGGER A BLOCK UNDER THE PURCHASE BLOCKING POLICY). SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR MORE INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE
COMPANY MAY ADDRESS OTHER POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN
FUNDS.


                                       11

                                  American Funds Money Market Fund / Prospectus
<PAGE>

SALES

Please contact your plan administrator or recordkeeper in order to sell shares
from your retirement plan.

RIGHT OF REINVESTMENT

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds, provided that the reinvestment occurs
within 90 days after the date of the redemption or distribution and is made into
the same account from which you redeemed the shares or received the
distribution. If the account has been closed, you may reinvest without a sales
charge if the new receiving account has the same registration as the closed
account. Proceeds will be reinvested in the same share class from which the
original redemption or distribution was made. Redemption proceeds of Class A
shares representing direct purchases in American Funds money market funds that
are reinvested in non-money market American Funds will be subject to a sales
charge. Proceeds will be reinvested at the next calculated net asset value after
your request is received and accepted by American Funds Service Company. For
purposes of this "right of reinvestment policy," automatic transactions
(including, for example, automatic purchases, withdrawals and payroll
deductions) and ongoing retirement plan contributions are not eligible for
investment without a sales charge. See the statement of additional information
for further information. You may not reinvest proceeds in the American Funds as
described in this paragraph if such proceeds are subject to a purchase block as
described under "Frequent trading of fund shares" in this prospectus. This
paragraph does not apply to certain rollover investments as described under
"Rollovers from retirement plans to IRAs" in this prospectus.

VALUING SHARES

The net asset value of each share class of the fund is the value of a single
share. The fund seeks to preserve the net asset value of each share class at
$1.00. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. The fund may also calculate its share price on
days the New York Stock Exchange is closed when deemed prudent to do so by the
fund's officers. Assets are valued primarily on the basis of market quotations.
However, the fund has adopted procedures for making "fair value" determinations
if market quotations are not readily available or are not considered reliable.
For example, fair value procedures may be used if an issuer defaults and there
is no market for its securities. Use of these procedures is intended to result
in more appropriate net asset values.

Because the fund may hold securities that are primarily listed on foreign
exchanges that trade on weekends or days when the fund does not price its
shares, the value of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.


                                       12

American Funds Money Market Fund / Prospectus


<PAGE>


The valuation of the fund's portfolio securities and calculation of its net
asset value are based upon the penny-rounding method of pricing pursuant to
Securities and Exchange Commission regulations, which permit current net asset
value per share to be rounded to the nearest cent, provided the fund follows
certain maturity, credit quality and other guidelines under the Securities and
Exchange Commission regulations. The fund follows standard industry practice by
typically reflecting changes in its holdings of portfolio securities on the
first business day following a portfolio trade.

All securities with 60 days or less to maturity are amortized to maturity based
on their cost if acquired within 60 days of maturity, or if already held on the
60th day, based on the value determined on the 61st day. The maturities of
variable or floating rate instruments, with the right to resell them at an
agreed-upon price to the issuer or dealer, are deemed to be the time remaining
until the later of the next interest adjustment date or until they can be
resold.

Other securities with more than 60 days remaining to maturity are valued at
prices obtained from one or more pricing vendors selected by the investment
adviser, except that, if such prices are not available or if the investment
adviser has determined that such prices do not reflect current market value,
they are valued in good faith at the mean between bid and ask quotations that
are reasonably and timely available from one or more dealers in such securities.


If market prices or market quotations are not readily available or are
considered unreliable, securities are valued at fair value as determined in good
faith pursuant to procedures adopted by the board of trustees. The fair value of
all other assets is added to the value of securities to arrive at the total
assets.

Your shares will be purchased at the net asset value or sold at the net asset
value next determined after American Funds Service Company receives and accepts
your request.

MOVING BETWEEN SHARE CLASSES AND ACCOUNTS

Please see the statement of additional information for details and limitations
on moving investments in certain share classes to different share classes and on
moving investments held in certain accounts to different accounts.


                                       13

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Sales charges

CLASS A SHARES

Class A shares of the fund are sold without an initial sales charge. However, if
shares of the fund are exchanged for shares of an American Funds non-money
market fund, the sales charge applicable to the non-money market fund may apply.

CLASS R SHARES

Class R shares are sold without any initial or contingent deferred sales charge.
The distributor will pay dealers annually an asset-based compensation of up to
1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50%
for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation
is paid on sales of Class R-5 or R-6 shares. The fund may reimburse the
distributor for these payments through its plans of distribution (see "Plans of
distribution" in this prospectus).

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, B, C or F shares
through an IRA rollover, subject to the other provisions of this prospectus and
the prospectus for nonretirement plan shareholders. More information on Class B,
C and F shares can be found in the fund's prospectus for nonretirement plan
shareholders. Rollovers invested in Class A shares from retirement plans will be
subject to applicable sales charges. The following rollovers to Class A shares
will be made without a sales charge:

. rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as
 custodian; and

. rollovers to IRAs that are attributable to American Funds investments, if they
 meet the following requirements:

 -- the assets being rolled over were invested in American Funds at the time of
   distribution; and

 -- the rolled over assets are contributed to an American Funds IRA with Capital
   Bank and Trust Company as custodian.

IRA rollover assets that roll over without a sales charge as described above
will not be subject to a contingent deferred sales charge and investment dealers
will be compensated solely with an annual service fee that begins to accrue
immediately. IRA rollover assets invested in Class A shares that are not
attributable to American Funds investments, as well as future contributions to
the IRA, will be subject to sales charges and the terms and conditions generally
applicable to Class A share investments as described in this prospectus and the
statement of additional information.


                                       14

American Funds Money Market Fund / Prospectus


<PAGE>

Plans of distribution

The fund has plans of distribution or "12b-1 plans" for certain share classes,
under which it may finance activities primarily intended to sell shares,
provided the categories of expenses are approved in advance by the fund's board
of trustees. The plans provide for payments, based on annualized percentages of
average daily net assets, of up to .15% for Class A shares, up to 1.00% for
Class R-1 shares, and up to 1.00%, .75% and .50% for Class R-2, R-3 and R-4
shares, respectively. For all share classes indicated above, a portion of these
expenses (up to .15% for Class A shares and .25% for Class R shares) may be used
to pay service fees to qualified dealers for providing certain shareholder
services. The amount remaining for each share class may be used for distribution
expenses.

The estimated 12b-1 fees paid by the fund, as a percentage of average net assets
for the current fiscal year, are indicated in the Annual Fund Operating Expenses
table under "Fees and expenses of the fund" in this prospectus. Since these fees
are paid out of the fund's assets or income on an ongoing basis, over time they
will increase the cost and reduce the return of your investment.


                                       15

                                  American Funds Money Market Fund / Prospectus
<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 100 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2008, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the average assets of the American Funds.
Aggregate payments may also change from year to year. A number of factors will
be considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 100
firms to facilitate educating financial advisers and shareholders about the
American Funds. If investment advisers, distributors or other affiliates of
mutual funds pay additional compensation or other incentives in differing
amounts, dealer firms and their advisers may have financial incentives for
recommending a particular mutual fund over other mutual funds. You should
consult with your financial adviser and review carefully any disclosure by your
financial adviser's firm as to compensation received.


                                       16

American Funds Money Market Fund / Prospectus


<PAGE>

Dividends and taxes

DIVIDENDS

The fund declares daily dividends from net investment income and distributes the
accrued dividends, which may fluctuate, to shareholders each month. Dividends
begin accruing one day after payment for shares is received by the fund or
American Funds Service Company.

All dividends paid to retirement plan shareholders will be automatically
reinvested.

TAXES ON DIVIDENDS

Dividends distributed by the fund to tax-deferred retirement plan accounts are
not taxable currently.

TAXES ON TRANSACTIONS

Exchanges within a tax-deferred retirement plan account will not result in a
capital gain or loss for federal or state income tax purposes. With limited
exceptions, distributions from a retirement plan account are taxable as ordinary
income.

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION.


                                       17

                                  American Funds Money Market Fund / Prospectus


<PAGE>

NOTES


                                       20

American Funds Money Market Fund / Prospectus


<PAGE>

NOTES


                                       21



                                  American Funds Money Market Fund / Prospectus
<PAGE>



[logo - American Funds /(R)/]          The right choice for the long term/(R)/





          FOR SHAREHOLDER          American Funds Service Company
          SERVICES                 800/421-0180
          FOR RETIREMENT PLAN      Call your employer or plan
          SERVICES                 administrator
          FOR ADVISER              American Funds Distributors
          MARKETING                800/421-9900
                                   americanfunds.com
          FOR 24                   For Class R share information,
          -HOUR INFORMATION        visit
                                   AmericanFundsRetirement.com


          Telephone calls you have with the American Funds
          organization may be monitored or recorded for quality
          assurance, verification and/or recordkeeping purposes.
          By speaking with us on the telephone, you are giving
          your consent to such monitoring and recording.
-----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity in the meaning of any translated word
or phrase, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies and the independent registered public
accounting firm's report (in the annual report).

STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The current SAI,
as amended from time to time, contains more detailed information about the fund,
including the fund's financial statements, and is incorporated by reference into
this prospectus. This means that the current SAI, for legal purposes, is part of
this prospectus. The codes of ethics describe the personal investing policies
adopted by the fund, the fund's investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the Securities and Exchange
Commission (SEC). These and other related materials about the fund are available
for review or to be copied at the SEC's Public Reference Room in Washington, DC
(202/551-8090) or on the EDGAR database on the SEC's website at sec.gov or,
after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington,
DC 20549-1520. The codes of ethics, current SAI and shareholder reports are also
available, free of charge, on americanfunds.com.

E-DELIVERY AND HOUSEHOLD MAILINGS Each year you are automatically sent an
updated prospectus and annual and semi-annual reports for the fund. You may also
occasionally receive proxy statements for the fund. In order to reduce the
volume of mail you receive, when possible, only one copy of these documents will
be sent to shareholders who are part of the same family and share the same
household address. You may elect to receive these documents electronically in
lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics or annual/semi-annual
report to shareholders, please call American Funds Service Company at
800/421-0180 or write to the secretary of the fund at 333 South Hope Street, Los
Angeles, California 90071.

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)  Shareholders may obtain
information about SIPC/(R)/ on its website at sipc.org or by calling
202/371-8300.




                                      Investment Company File No. 811-22277
                                    RPGEPR-959-0409P Litho in USA CGD/RRD/10045
-------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds     Capital Research and Management      Capital International     Capital Guardian     Capital Bank and Trust
 
...

 
 
 
American Funds Money Market Fund

Part C
Other Information


Item 23.  Exhibits for Registration Statement (1940 Act No. 811-22277 and 1933 Act No. 333-157162)

(a)
Declaration of Trust of Registrant   – previously filed (see Pre-effective filing dated 3/20/09)

(b)
By- laws of Registrant   – previously filed (see Pre-effective filing dated 3/20/09)

(c)
Instruments Defining Rights of Security Holders - None

(d)
Form of MMF Investment Advisory and Service Agreement between the Registrant and Capital Research and Management Company

(e)
Form of Principal Underwriting Agreement

(f)
Bonus or Profit Sharing Contracts - Deferred Compensation Plan

(g)
Form of Global Custody Agreement

(h-1)
Other material contracts - Form of Administrative Services Agreement

(h-2)
Form of MMF Shareholder Services Agreement

(h-3)
Form of MMF Indemnification Agreement

(i)
Legal opinion

(j)
Consent of Independent Registered Public Accounting Firm

(k)
Omitted financial statements - none

(l)
Initial capital agreements

(m)
Form of Plans of Distribution

(n)
Form of Multiple Class Plan

(o)
Reserved

(p)
Code of Ethics for The Capital Group Companies and Registrant




Item 24.                      Persons Controlled by or Under Common Control with the Fund

None


Item 25.                      Indemnification

The Registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policies, which insure its officers and directors against certain liabilities.  However, in no event will Registrant maintain insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify the individual.

Section 8 of the Registrant's Declaration of Trust as well as the indemnification agreements that the Registrant has entered into with each of its trustees who is not an “interested person” of the Registrant (as defined under the Investment Company Act of 1940, as amended), provide in effect that the Registrant will indemnify its officers and trustees against any liability or expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the Registrant, to the fullest extent permitted by applicable law, subject to certain conditions.  In accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940, as amended, and their respective terms, these provisions do not protect any person against any liability to the Registrant or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Registrant will comply with the indemnification requirements contained in the Investment Company Act of 1940, as amended, and Release Nos. 7221 (June 9, 1972) and 11330 (September 4, 1980).


Item 26.                      Business and Other Connections of the Investment Adviser

None


Item 27.                      Principal Underwriters

(a)           American Funds Distributors, Inc. is the Principal Underwriter of shares of:  AMCAP Fund, Inc., American Balanced Fund, Inc., The American Funds Income Series, American Funds Money Market Fund, American Funds Target Date Retirement Series, Inc., The American Funds Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American High-Income Municipal Bond Fund, Inc., American High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc., Capital Income Builder, Inc., Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., The Cash Management Trust of America, Endowments, EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund of America, International Growth and Income Fund, Inc., The Investment Company of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., Short-Term Bond Fund of America, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Money Fund of America, The U.S. Treasury Money Fund of America and Washington Mutual Investors Fund, Inc.

(b)

 
(1)
Name and Principal
Business Address
 
(2)
Positions and Offices
with Underwriter
(3)
Positions and Offices
with Registrant
LAO
E. Grant Abramson
 
Vice President
None
LAO
David L. Abzug
 
Vice President
None
LAO
William C. Anderson
 
Vice President
None
LAO
Robert B. Aprison
 
Senior Vice President
None
LAO
T. Patrick Bardsley
 
Regional Vice President
None
LAO
Shakeel A. Barkat
 
Vice President
None
LAO
Thomas M. Bartow
 
Senior Vice President
None
IRV
Carl R. Bauer
 
Vice President
None
LAO
Michelle A. Bergeron
 
Senior Vice President
None
LAO
J. Walter Best, Jr.
 
Senior Vice President
None
LAO
Roger J. Bianco, Jr.
 
Regional Vice President
None
LAO
John A. Blanchard
 
Senior Vice President
None
LAO
Randall L. Blanchetti
 
Regional Vice President
None
LAO
Gerard M. Bockstie, Jr.
 
Regional Vice President
None
LAO
Jonathan W. Botts
Regional Vice President
None
LAO
Bill Brady
Senior Vice President
None
LAO
Mick L. Brethower
 
Senior Vice President
None
LAO
C. Alan Brown
 
Vice President
None
IRV
William H. Bryan
 
Regional Vice President
None
LAO
Sheryl M. Burford
 
Assistant Vice President
None
IRV
J. Peter Burns
 
Vice President
None
LAO
Steven Calabria
 
Vice President
None
LAO
Thomas E. Callahan
 
Regional Vice President
None
SNO
Kathleen D. Campbell
 
Vice President
None
LAO
Matthew C. Carlisle
 
Vice President
None
LAO
Jason S. Carlough
 
Regional Vice President
None
LAO
Damian F. Carroll
 
Vice President
None
LAO
James D. Carter
 
Regional Vice President
None
LAO
Brian C. Casey
 
Senior Vice President
None
LAO
Victor C. Cassato
 
Senior Vice President
None
LAO
Christopher J. Cassin
 
Senior Vice President
None
LAO
Denise M. Cassin
Director, Senior Vice President and Director of AFIG and Dealer Relations
None
LAO
David D. Charlton
 
Director, Senior Vice President and Director Individual Investor and Advisory Business
 
None
LAO
Thomas M. Charon
Vice President
None
LAO
Wellington Choi
 
Vice President
None
LAO
Paul A. Cieslik
 
Vice President
None
LAO
Kevin G. Clifford
 
 
Director, President and
Chief Executive Officer
 
None
HRO
Cheri Coleman
 
Vice President
None
LAO
Ruth M. Collier
 
Director, Senior Vice President
None
SNO
David Coolbaugh
 
Vice President
None
LAO
Carlo O. Cordasco
 
Regional Vice President
None
LAO
Charles H. Cote
 
Regional Vice President
None
LAO
Michael D. Cravotta
 
Assistant Vice President
None
LAO
Joseph G. Cronin
 
Vice President
None
LAO
D. Erick Crowdus
 
Regional Vice President
None
LAO
Christopher J. Curran
 
Regional Vice President
None
LAO
William F. Daugherty
 
Vice President
None
LAO
Peter J. Deavan
 
Regional Vice President
None
LAO
Guy E. Decker
 
Vice President
None
LAO
Daniel J. Delianedis
Senior Vice President
None
LAO
James W. DeLouise
 
Assistant Vice President
None
LAO
Jeffrey C. Denny
 
Regional Vice President
None
 
James A. DePerno, Jr.
570 Porterville Road
East Aurora, NY 14052
 
Senior Vice President
None
LAO
Bruce L. DePriester
 
 
 
Director,
Senior Vice President,
Treasurer and Controller
 
None
LAO
Lori A. Deuberry
 
Regional Vice President
None
LAO
Dianne M. Dexter
 
Assistant Vice President
None
LAO
Thomas J. Dickson
 
Vice President
None
LAO
Michael A. DiLella
 
Senior Vice President
None
NYO
Dean M. Dolan
 
Vice President
None
LAO
Hedy B. Donahue
 
Assistant Vice President
None
LAO
Michael J. Downer
 
Director
None
LAO
Craig A. Duglin
 
Regional Vice President
None
LAO
Michael J. Dullaghan
 
Vice President
None
IND
Lloyd G. Edwards
Senior Vice President
None
LAO
Timothy L. Ellis
Senior Vice President
None
LAO
Kristopher A. Feldmeyer
 
Regional Vice President
None
LAO
Lorna Fitzgerald
 
Vice President
None
LAO
William F. Flannery
 
Vice President
None
LAO
John R. Fodor
 
 
Director, Executive Vice President
None
LAO
Charles L. Freadhoff
 
Vice President
None
LAO
Daniel B. Frick
 
Vice President
None
LAO
Linda S. Gardner
 
Vice President
None
LAO
Keith R. George
 
Regional Vice President
None
IRV
Lori A. Giacomini
 
Assistant Vice President
None
LAO
J. Christopher Gies
 
Senior Vice President
None
LAO
David M. Givner
 
Secretary
None
LAO
Jack E. Goldin
 
Regional Vice President
None
LAO
Earl C. Gottschalk
 
Vice President
None
LAO
Jeffrey J. Greiner
 
Director, Senior Vice President
None
LAO
Eric M. Grey
Vice President
None
NYO
Maura S. Griffin
 
Assistant Vice President
None
LAO
Christopher M. Guarino
 
Senior Vice President
None
IRV
Steven Guida
 
Director, Senior Vice President
None
IRV
Mariellen Hamann
 
Vice President
None
LAO
Derek S. Hansen
Vice President
None
LAO
Calvin L. Harrelson, III
 
Vice President
None
LAO
Robert J. Hartig, Jr.
 
Vice President
None
LAO
Craig W. Hartigan
 
Regional Vice President
None
LAO
Linda M. Hines
 
Vice President
None
LAO
Russell K. Holliday
 
Vice President
None
LAO
Heidi Horwitz-Marcus
 
Regional Vice President
None
LAO
Kevin B. Hughes
 
Vice President
None
LAO
Ronald R. Hulsey
 
Senior Vice President
None
LAO
Marc Ialeggio
 
Vice President
None
LAO
Robert S. Irish
 
Senior Vice President
None
HRO
Jill Jackson-Chavis
 
Vice President
None
IND
David K. Jacocks
 
Assistant Vice President
None
LAO
Krista M. Johnson
 
Assistant Vice President
None
LAO
Linda Johnson
 
Vice President
None
GVO-1
Joanna F. Jonsson
 
Director
None
IRV
Damien M. Jordan
 
Senior Vice President
None
LAO
Marc J. Kaplan
 
Vice President
None
LAO
John P. Keating
 
Senior Vice President
None
LAO
Brian G. Kelly
Regional Vice President
None
LAO
Ryan C. Kidwell
 
Regional Vice President
None
LAO
Andrew J. Kilbride
 
Vice President
None
LAO
Mark Kistler
 
Regional Vice President
None
NYO
Dorothy Klock
 
Vice President
None
LAO
Dianne L. Koske
 
Vice President
None
IRV
Elizabeth K. Koster
 
Vice President
None
LAO
Christopher F. Lanzafame
 
Regional Vice President
None
LAO
Patricia D. Lathrop
 
Regional Vice President
None
IRV
Laura Lavery
 
Vice President
None
 
R. Andrew LeBlanc
78 Eton Road
Garden City, NY 11530
 
Vice President
None
LAO
Clay M. Leveritt
 
Regional Vice President
None
LAO
Susan B. Lewis
 
Assistant Vice President
None
LAO
T. Blake Liberty
 
Vice President
None
LAO
Mark J. Lien
 
Vice President
None
LAO
Lorin E. Liesy
 
Vice President
None
LAO
Louis K. Linquata
 
Vice President
None
HRO
Maria M. Lockard
 
Assistant Vice President
None
 
Brendan T. Mahoney
1 Union Avenue, Suite One
Sudbury, MA 01776
 
Vice President
None
LAO
Nathan G. Mains
 
Regional Vice President
None
 
Stephen A. Malbasa
13405 Lake Shore Blvd.
Cleveland, OH  44110
 
Director, Senior Vice President and Director of Retirement Plan Business
None
LAO
Paul R. Mayeda
 
Assistant Vice President
None
LAO
Eleanor P. Maynard
 
Vice President
None
LAO
Christopher McCarthy
 
Vice President
None
LAO
James R. McCrary
 
Vice President
None
LAO
Joseph A. McCreesh, III
 
Regional Vice President
None
LAO
Will McKenna
 
Vice President
None
SNO
John V. McLaughlin
 
Senior Vice President
None
LAO
Scott M. Meade
 
Senior Vice President
None
LAO
Daniel P. Melehan
 
Regional Vice President
None
LAO
William T. Mills
 
Regional Vice President
None
LAO
James R. Mitchell III
 
Regional Vice President
None
LAO
Charles L. Mitsakos
 
Regional Vice President
None
LAO
Monty L. Moncrief
 
Vice President
None
LAO
David H. Morrison
 
Regional Vice President
None
LAO
Andrew J. Moscardini
 
Vice President
None
LAO
Brian D. Munson
 
Regional Vice President
None
LAO
Jack Nitowitz
 
Assistant Vice President
None
LAO
William E. Noe
 
Senior Vice President
None
LAO
Matthew P. O’Connor
 
Vice President
None
LAO
Jonathan H. O’Flynn
 
Regional Vice President
None
LAO
Eric P. Olson
 
Senior Vice President
None
LAO
Jeffrey A. Olson
 
Vice President
None
LAO
Thomas A. O’Neil
 
Regional Vice President
None
LAO
Shawn M. O’Sullivan
 
Regional Vice President
None
LAO
Michael W. Pak
 
Regional Vice President
None
LAO
W. Burke Patterson, Jr.
 
Vice President
None
LAO
Gary A. Peace
 
Senior Vice President
None
LAO
Samuel W. Perry
Vice President
None
LAO
Raleigh G. Peters
 
Regional Vice President
None
LAO
David K. Petzke
 
Senior Vice President
None
IRV
John H. Phelan, Jr.
 
Director
None
LAO
Fredric Phillips
 
Senior Vice President
None
LAO
John Pinto
Vice President
None
LAO
Carl S. Platou
 
Senior Vice President
None
LAO
Charles R. Porcher
 
Regional Vice President
None
LAO
Julie K. Prather
 
Vice President
None
SNO
Richard P. Prior
 
Vice President
None
LAO
Steven J. Quagrello
 
Regional Vice President
None
LAO
Mike Quinn
 
Vice President
None
LAO
John W. Rankin
 
Regional Vice President
None
LAO
Jennifer D. Rasner
 
Regional Vice President
None
LAO
James P. Rayburn
 
Regional Vice President
None
LAO
Rene M. Reincke
Vice President
None
LAO
Mark S. Reischmann
Regional Vice President
None
LAO
Steven J. Reitman
 
Senior Vice President
None
LAO
Brian A. Roberts
 
Vice President
None
LAO
Jeffrey Robinson
 
Regional Vice President
None
LAO
Suzette M. Rothberg
 
Regional Vice President
None
LAO
James F. Rothenberg
 
 
Non-Executive Chairman and Director
None
LAO
Romolo D. Rottura
 
Vice President
None
LAO
Douglas F. Rowe
 
Senior Vice President
None
LAO
William M. Ryan
 
Regional Vice President
None
LAO
Dean B. Rydquist
 
 
 
Director,
Senior Vice President,
Chief Compliance Officer
 
None
LAO
Richard A. Sabec, Jr.
 
Vice President
None
LAO
Richard R. Samson
 
Senior Vice President
None
HRO
Diane Sawyer
 
Senior Vice President
None
LAO
Joseph D. Scarpitti
 
Senior Vice President
None
LAO
Kim D. Schmidt
 
Assistant Vice President
None
LAO
Shane D. Schofield
 
Vice President
None
LAO
David L. Schroeder
Assistant Vice President
None
LAO
Mark A. Seaman
Vice President
None
SNO
Sherrie L. Senft
 
Vice President
None
LAO
James J. Sewell III
 
Regional Vice President
None
LAO
Arthur M. Sgroi
 
Vice President
None
LAO
Steven D. Shackelford
 
Regional Vice President
None
LAO
R. Michael Shanahan
 
Director
None
LAO
Michael J. Sheldon
 
Vice President
None
LAO
Frederic J. Shipp
Regional Vice President
None
LAO
Daniel S. Shore
 
Vice President
None
LAO
Brad Short
 
Vice President
None
LAO
Nathan W. Simmons
 
Regional Vice President
None
LAO
William P. Simon, Jr.
Director, Senior Vice President
None
LAO
Connie F. Sjursen
 
Vice President
None
LAO
Jerry L. Slater
 
Senior Vice President
None
LAO-W
John H. Smet
 
Director
None
LAO
Rodney G. Smith
 
Senior Vice President
None
SNO
Stacy D. Smolka
 
Assistant Vice President
None
LAO
J. Eric Snively
 
Regional Vice President
None
LAO
Anthony L. Soave
 
Vice President
None
LAO
Therese L. Soullier
 
Vice President
None
LAO
Nicholas D. Spadaccini
 
Senior Vice President
None
LAO
Kristen J. Spazafumo
 
Vice President
None
LAO
Mark D. Steburg
 
Vice President
None
LAO
Michael P. Stern
 
Regional Vice President
None
LAO
Brad Stillwagon
 
Vice President
None
LAO
Thomas A. Stout
 
Vice President
None
LAO
Craig R. Strauser
 
Senior Vice President
None
LAO
Libby J. Syth
 
Vice President
None
LAO
Drew W. Taylor
 
Senior Vice President
None
LAO
Larry I. Thatt
 
Assistant Vice President
None
LAO
Gary J. Thoma
 
Vice President
None
LAO
Cynthia M. Thompson
 
Vice President
None
LAO
David R. Therrien
 
Assistant Vice President
None
LAO
John B. Thomas
 
Regional Vice President
None
LAO
Mark R. Threlfall
 
Regional Vice President
None
LAO
David Tippets
 
Regional Vice President
None
IND
James P. Toomey
 
Vice President
None
LAO
Luke N. Trammel
 
Regional Vice President
None
IND
Christopher E. Trede
 
Vice President
None
LAO
Scott W. Ursin-Smith
 
Director, Senior Vice President
None
SNO
Cindy Vaquiax
 
Vice President
None
LAO
Srinkanth Vemuri
 
Regional Vice President
None
LAO
J. David Viale
 
Senior Vice President
None
DCO
Bradley J. Vogt
 
Director
None
LAO
Sherrie S. Walling
Assistant Vice President
None
SNO
Chris L. Wammack
Assistant Vice President
None
LAO
Thomas E. Warren
Senior Vice President
None
LAO
Gregory J. Weimer
 
Senior Vice President
None
SFO
Gregory W. Wendt
 
Director
None
LAO
George J. Wenzel
 
Vice President
None
LAO
Jason M. Weybrecht
 
Regional Vice President
None
LAO
Brian E. Whalen
 
Vice President
None
LAO
William C. Whittington
 
Regional Vice President
None
LAO
N. Dexter Williams, Jr.
 
Senior Vice President
None
LAO
Alan J. Wilson
 
Director
None
LAO
Andrew L. Wilson
 
Vice President
None
LAO
Steven C. Wilson
 
Regional Vice President
None
LAO
Timothy J. Wilson
 
Director, Senior Vice President
None
LAO
Kurt A. Wuestenberg
 
Vice President
None
 
William R. Yost
9463 Olympia Drive
Eden Prairie, MN  55347
 
Senior Vice President
None
LAO
Jason P. Young
 
Vice President
None
LAO
Jonathan A. Young
 
Regional Vice President
None

__________
DCO
Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
GVO-1
Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
HRO
Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
IND
Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN 46240
IRV
Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
LAO
Business Address, 333 South Hope Street, Los Angeles, CA  90071
LAO-W
Business Address, 11100 Santa Monica Blvd., 15th Floor, Los Angeles, CA  90025
NYO
Business Address, 630 Fifth Avenue, 36 th Floor, New York, NY 10111
SFO
Business Address, One Market, Steuart Tower, Suite 1800, San Francisco, CA 94105
SNO
Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

(c)           None


Item 28.                      Location of Accounts and Records

Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of the Registrant’s investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071, 6455 Irvine Center Drive, Irvine, California 92618; and/or 5300 Robin Hood Road, Norfolk, Virginia 23513.

Registrant's records covering shareholder accounts are maintained and kept by its transfer agent, American Funds Service Company, 6455 Irvine Center Drive, Irvine, California 92618; 8332 Woodfield Crossing Boulevard, Indianapolis, Indiana 46240; 10001 North 92 nd Street, Suite 100, Scottsdale, Arizona 85258; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, Virginia 23513.

Registrant's records covering portfolio transactions are maintained and kept by its custodian, JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017-2070.


Item 29.                      Management Services

None


Item 30.                      Undertakings

n/a


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Los Angeles, and State of California on the 27 th day of March, 2009.

 
AMERICAN FUNDS MONEY MARKET FUND

By:   /s/ Paul G. Haaga, Jr.
(Paul G. Haaga, Jr., Vice Chairman of the Board)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on March 20, 2009, by the following persons in the capacities indicated.

 
Signature
Title
(1)
Principal Executive Officer:
 
 
/s/ Kristine M. Nishiyama   
 
President
 
(Kristine M. Nishiyama)
 
(2)
Principal Financial Officer and Principal Accounting Officer:
 
 
/s/ Ari M. Vinocor               
 
Treasurer
 
(Ari M. Vinocor)
 
(3)
Trustees:
 
Richard G. Capen, Jr.*
Trustee
 
H. Frederick Christie*
Trustee
 
James G. Ellis*
Trustee
 
Martin Fenton*
Chairman of the Board (Independent and Non-Executive)
 
Leonard R. Fuller*
Trustee
 
 
/s/ Abner D. Goldstine         
 
Trustee
 
(Abner D. Goldstine)
 
 
/s/ Paul G. Haaga, Jr.          
 
Vice Chairman and Trustee
 
(Paul G. Haaga, Jr.)
 
R. Clark Hooper*
Trustee
 
Laurel B. Mitchell*
Trustee
 
Richard G. Newman*
Trustee
 
Frank M. Sanchez*
Trustee
 
Steadman Upham*
Trustee
 
 
*By: /s/ Kimberly S. Verdick                                                       
 
 
(Kimberly S. Verdick, pursuant to a power of attorney filed herewith)
 


Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the date(s) indicated.

/s/ Michael J. Triessl
Counsel
March 27, 2009
       (Signature)
   (Title)
         (Date)




POWER OF ATTORNEY

I, Richard G. Capen, Jr., the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
The New Economy Fund  (File No. 002-83848, File No. 811-03735)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
David A. Pritchett
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ Richard G. Capen, Jr.
Richard G. Capen, Jr., Board member



POWER OF ATTORNEY

I, H. Frederick Christie, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital Income Builder, Inc. (File No. 033-12967, File No. 811-05085)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
Capital World Growth and Income Fund, Inc. (File No. 033-54444, File No. 811-07338)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
Jeffrey P. Regal
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ H. Frederick Christie
H. Frederick Christie, Board member



POWER OF ATTORNEY

I, James G. Ellis, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
The Investment Company of America (File No. 002-10811, File No. 811-00116)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
Carmelo Spinella
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ James G. Ellis
James G. Ellis, Board member



POWER OF ATTORNEY

I, Martin Fenton, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
American Funds Target Date Retirement Series, Inc. (File No. 333-138648, File No. 811-21981)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
The Investment Company of America (File No. 002-10811, File No. 811-00116)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Brian D. Bullard
Karl C. Grauman
M. Susan Gupton
David A. Pritchett
Carmelo Spinella
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)

/s/ Martin Fenton
Martin Fenton, Board member



POWER OF ATTORNEY

I, Leonard R. Fuller, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
American Funds Target Date Retirement Series, Inc. (File No. 333-138648, File No. 811-21981)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
The Investment Company of America (File No. 002-10811, File No. 811-00116)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Brian D. Bullard
M. Susan Gupton
David A. Pritchett
Carmelo Spinella
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ Leonard R. Fuller
Leonard R. Fuller, Board member



POWER OF ATTORNEY

I, R. Clark Hooper, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
The New Economy Fund  (File No. 002-83848, File No. 811-03735)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
David A. Pritchett
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ R. Clark Hooper
R. Clark Hooper, Board member



POWER OF ATTORNEY

I, Laurel B. Mitchell, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ Laurel B. Mitchell
Laurel B. Mitchell, Board member




POWER OF ATTORNEY

I, Richard G. Newman, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
The Investment Company of America (File No. 002-10811, File No. 811-00116)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
Carmelo Spinella
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ Richard G. Newman
Richard G. Newman, Board member



POWER OF ATTORNEY

I, Frank M. Sanchez, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The Tax-Exempt Money Fund of America (File No. 033-26431, File No. 811-05750)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ Frank M. Sanchez
Frank M. Sanchez, Board member



POWER OF ATTORNEY

I, Steadman Upham, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
 
-
American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
 
-
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
 
-
American High-Income Municipal Bond Fund, Inc. (File No. 033-80630, File No. 811-08576)
 
-
American High-Income Trust (File No. 033-17917, File No. 811-05364)
 
-
The Bond Fund of America, Inc. (File No. 002-50700, File No. 811-02444)
 
-
Capital Income Builder, Inc. (File No. 033-12967, File No. 811-05085)
 
-
Capital World Bond Fund, Inc. (File No. 033-12447, File No. 811-05104)
 
-
Capital World Growth and Income Fund, Inc. (File No. 033-54444, File No. 811-07338)
 
-
The Cash Management Trust of America (File No. 002-47940, File No. 811-02380)
 
-
Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
 
-
Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
 
-
Short-Term Bond Fund of America, Inc. (File No. 333-135770, File No. 811-21928)
 
-
The Tax-Exempt Bond Fund of America, Inc. (File No. 002-49291, File No. 811-02421)
 
-
The U.S. Treasury Money Fund of America (File No. 033-38475, File No. 811-06235)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
M. Susan Gupton
Jeffrey P. Regal
Ari M. Vinocor

 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A or Form N-14, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or Form N-14 or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, CA , this 18 th day of March, 2009.
      (City, State)


/s/ Steadman Upham
Steadman Upham, Board member

AMERICAN FUNDS MONEY MARKET FUND

INVESTMENT ADVISORY AND SERVICE AGREEMENT


THIS AGREEMENT, dated and effective as of the 1st day of May, 2009, is made and entered into by and between AMERICAN FUNDS MONEY MARKET FUND, a Delaware statutory trust (the “Fund”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).


W I T N E S S E T H


The Fund is an open-end diversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the "1940 Act").  The Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies.

NOW, THEREFORE, in consideration of the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:

1.           The Fund hereby employs the Investment Adviser to provide investment advisory and administrative services to the Fund.  The Investment Adviser hereby accepts such employment and agrees to render the services to the extent herein set forth, for the compensation herein provided.  The Investment Adviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Fund.

2.           The Investment Adviser agrees to provide supervision of the portfolio of the Fund and to determine what securities or other property shall be purchased or sold by the Fund, giving due consideration to the policies of the Fund as expressed in the Fund’s Declaration of Trust, By-Laws, Registration Statement under the 1940 Act and Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended.

The Investment Adviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions of the Fund, including the daily determination of net asset value per share.  The Investment Adviser shall pay the compensation and travel expenses of all such persons, and they shall serve without any additional compensation from the Fund.  The Investment Adviser shall also, at its expense, provide the Fund with necessary office space (which may be in the offices of the Investment Adviser); all necessary office equipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Fund.

3.           The Fund shall pay all its expenses not assumed by the Investment Adviser as provided herein.  Such expenses shall include, but shall not be limited to, expenses incurred in connection with the organization of the Fund, its qualification to do business in the State of California, and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses; service and distribution expenses pursuant to a plan adopted in accordance with rule 12b-1 under the 1940 Act; expenses incurred for shareholder servicing, recordkeeping, transactional services, tax and informational returns and fund and shareholder communications; costs of designing and of printing and mailing to its shareholders reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of the Fund (including registration and qualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to Trustees not affiliated with the Investment Adviser; association dues; and costs of any share certificates, stationery and forms prepared exclusively for the Fund.

4.           The Fund shall pay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by the Investment Adviser during the preceding month a fee calculated at the annual rate of:

0.295% on the first $1 billion of average daily net assets; plus
0.285% on such assets in excess of $1 billion to $2 billion; plus
0.280% on such assets in excess of $2 billion to $3 billion; plus
0.275% on such assets in excess of $3 billion to $5 billion; plus
0.270% on such assets in excess of $5 billion to $8 billion; plus
0.265% on such assets in excess of $8 billion to $13 billion; plus
0.262% on such assets in excess of $13 billion to $21 billion; plus
0.259% on such assets in excess of $21 billion to $34 billion; plus
0.256% on such assets in excess of $34 billion.

Such fee shall be accrued daily and the daily rate shall be computed based on the actual number of days per year.  For the purposes hereof, the net assets of the Fund shall be determined in the manner set forth in the Agreement and Declaration of Trust and Registration Statement of the Fund.  The advisory fee shall be payable for the period commencing on the date on which operations of the Fund begin and ending on the date of termination hereof and shall be prorated for any fraction of a month at the beginning of the termination of such period.

5.           This Agreement may be terminated at any time, without payment of any penalty, by the Trustees of the Fund or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund, on sixty (60) days' written notice to the Investment Adviser, or by the Investment Adviser on like notice to the Fund.  Unless sooner terminated in accordance with this provision, this Agreement shall continue until [DATE], 2010.  It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specifically approved at least annually by the Board of Trustees of the Fund, or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.  In either event, any such renewal must be approved by a majority of those Trustees who are not parties to such Agreement nor interested persons of any such party, at a meeting called for the purpose of voting on such approval.

6.           This Agreement shall not be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automatically be terminated forthwith.

7.           Nothing contained in this Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser from engaging in such businesses or in other related or unrelated businesses.

8.           The Investment Adviser shall not be liable to the Fund or its shareholders for any error of judgment, for any mistake of law, for any loss arising out of any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder.

9.           The obligations of the Fund under this Agreement are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund's estate.  The Investment Adviser agrees to look solely to the assets of the Fund for the satisfaction of any liability in respect of the Fund under this Agreement and will not seek recourse against such Trustees, officers, employees, agents or shareholders, or any of them, or any of their personal assets for such satisfaction.

10.           The fund acknowledges and agrees that the name, "American Funds" and "Capital" or any derivatives thereof or logo associated with those names are the valuable property of the Investment Adviser and its affiliates, and that the Fund shall have the right to use such names (or derivatives or logos) only so long as this Agreement shall continue in effect.  Upon termination of this Agreement the Fund shall forthwith cease to use such names (or derivatives or logos).


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their duly authorized officers.


AMERICAN FUNDS MONEY
MARKET FUND
 
By
President and
Principal Executive Officer
 
By
Secretary
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
 
By
President
 
By
Senior Vice President and Secretary


FORM OF

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT


THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT, is between [Name of Fund], a [State of Formation] [corporation/business trust] (the "Fund"), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the "Distributor").

W I T N E S S E T H:

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end diversified investment company which offers sixteen classes of shares of [common stock/beneficial interest], designated as Class A shares, Class B shares, Class C shares, Class F-1 shares, Class F-2 shares, Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1 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, and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund ' s officers subject to authorization by its Board of [Directors/Trustees]; and

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

WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other to promote the distribution of the shares of the Fund and of all series or classes of the 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 Fund and of each series or class of the Fund 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 [common stock/beneficial interest] of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.

(b)      The Fund may, upon 60 days written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund 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 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 the Fund, the Distributor shall act as agent of the 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 Fund shall sell shares only through the Distributor, except that the Fund 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 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 the 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 Fund's current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.

4.             The Distributor shall devote its best efforts to the sale of shares of the 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 the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund 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 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 Fund.  Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current Prospectus of the Fund's Registration Statement in effect under the Securities Act of 1933, as amended ("Prospectus").  The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a series 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 insure 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 the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Prospectus of the Fund.

8.             All orders for shares received by the Distributor shall, unless rejected by the Distributor or the 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 Fund to withhold shares from sale under Section 26 hereof.

9.             The Fund 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 Fund 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, 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 of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund'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 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 Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class B shares pursuant to the Fund'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 Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10 th 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 the Fund outstanding on such day. The Fund 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 Fund's 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 A.

(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 A) 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 shall receive (i) distribution fees as commissions for the sale of Class C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class C shares pursuant to the Fund'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 Fund 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 outstanding on such day.  The Fund 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 Fund's 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 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 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, shall receive shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class F-1 shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1 shares (the "Class F-1 Plan").

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

16.           The Distributor, as principal underwriter under this Agreement for Class 529-A shares, 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 of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares.

17.           The Distributor, as principal underwriter under this agreement for Class 529-B shares shall receive (i) distribution fees as compensation for the sale of Class 529-B shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class 529-B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the "Class    529-B Plan").

(a)  In accordance with the Class 529-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 Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10 th 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 529-B shares of the Fund outstanding on such day.  The Fund agrees to withhold from redemption proceeds of the Class 529-B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-B shares, as provided in the Fund's 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 529-B Plan.

(b)  For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-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 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 529-B Plan (in effect on the date hereof) relating to Class 529-B shares, together with the related definitions are hereby incorporated into this Section 17 by reference with the same force and effect as if set forth herein in their entirety.

18.          The Distributor, as principal underwriter under this agreement for Class 529-C shares shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class 529-C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the "Class   529-C Plan").

(a)  In accordance with the Class 529-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 Fund 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 product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-C shares of the Fund outstanding on such day.  The Fund agrees to withhold from redemption proceeds of the Class 529-C shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-C shares, as provided in the Fund's 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 529-C Plan.

(b)  For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-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 D.

(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 D) 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 529-C Plan (in effect on the date hereof ) relating to Class 529-C shares, together with the related definitions are hereby incorporated into this Section 18 by reference with the same force and effect as if set forth herein in their entirety.

19.  The Distributor, as principal underwriter under this agreement for Class 529-E shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average net asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class 529-E shares.  The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the "Class 529-E Plan").

20.           The Distributor, as principal underwriter under this agreement for Class 529-F-1 shares, shall receive shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class 529-F-1 shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the "Class 529-F-1 Plan").

21.           The Distributor, as principal underwriter under this agreement for each of the Class R shares shall receive (i) distribution fees as compensation for the sale of Class R-1, R-2, R-3, R-4, R-5 and R-6 shares (collectively, "Class R shares"), and (ii) shareholder service fees as set forth below.  The payment of distribution and service fees is pursuant to the Fund'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 net assets of the respective share class.  Fees shall accrue daily and be paid monthly.

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%

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

23.              The Fund 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 such 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 Fund 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 Fund 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.

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

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

(b)  the printing charges shall be prorated between the Fund, 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.

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

26.             The Fund may withhold shares of any series 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 [Directors/Trustees] or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund.  The Fund 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 series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.

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

(b)    This Agreement may be terminated as to the Fund or any series 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 Fund or such series or class.

(c)    This Agreement may be terminated as to the Fund or any series or class by the Fund 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 series 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 the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.

(d)    This Agreement may be terminated as to the Fund or any series 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 [Directors/Trustees] or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.

28.              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 the Fund's Class B and Class 529-B shares, has been approved in accordance with Section 31 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 or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.

29.              No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, or gross negligence.

30.             This Agreement shall become effective on May 1, 2009. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until [Month] [Day], 2010, 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 [Directors/Trustees] of the Fund 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 [Directors/Trustees] of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.

31.              If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund 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 [Directors/Trustees] and the Independent [Directors/Trustees] in accordance with Section 30.  The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 21, as well as any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.

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 series or class of the Fund.

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.


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of [Month] [Day],2009.
 

 
AMERICAN FUNDS DISTRIBUTORS, INC.
 
   
[NAME OF FUND]  
By:
   
By:
 
 
Kevin G. Clifford
   
[Name of Officer]
 
President
   
[Title]
         
         
By:
   
By:
 
 
David M. Givner
   
[Name]
 
Secretary
   
Secretary
 
 
 
 
 
SCHEDULE A
to the
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 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 of each Fund.

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 B
to the
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 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 of each Fund.


" 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.

 
 
 
 
SCHEDULE C
to the
Principal Underwriting Agreement

ALLOCATION SCHEDULE


The following relates solely to Class 529-B shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-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 529-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 529-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 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-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 of each Fund.

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 529-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 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 529-B SHARES

Class 529-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 529-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 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-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 529-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 529-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 529-B shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class 529-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 529-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 529-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 529-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 529-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 529-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 529-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 D
to the
Principal Underwriting Agreement

ALLOCATION SCHEDULE


The following relates solely to Class 529-C shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-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 529-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 529-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 529-C share of the Fund, other than a Commission Share (including, without limitation, any 529-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 of each Fund.

" 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 529-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 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 529-C SHARES

Class 529-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 529-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 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-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 529-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 529-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 529-C shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class 529-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 529-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 529-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 529-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 529-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 529-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 529-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.


[logo –American Funds SM ]

DEFERRED COMPENSATION PLAN

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

1.
DEFINITIONS

1.1.            Administrator .  An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.

1.2.            Beneficiary(ies) .  The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death.  A Plan Participant may designate a Primary Beneficiary(ies) to receive amounts payable under the Plan upon the Plan Participant’s death.  A Plan Participant may also name a Contingent Beneficiary(ies) to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).

1.3.            Board(s) .  The Board of Directors of a Fund(s).

1.4.            Committee .  A group of Independent Board Members responsible for oversight and operation of the Plan.  The Committee must consist of a minimum of three members, each currently serving as an Independent Board Member of at least one Fund.  Each Fund, by the affirmative vote of at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initial members of the Committee.  Thereafter, the Committee shall determine its membership by majority vote.

1.5.            CRMC .  Capital Research and Management Company.

1.6.            Date of Crediting .
(i)  
With respect to a retainer deferred by a Plan Participant, the Date of Crediting is the first day of the period to which the retainer relates.
(ii)  
With respect to a meeting fee deferred by a Plan Participant, the Date of Crediting is the date of the meeting.
(iii)  
If any Date of Crediting falls on a Saturday, Sunday or federal holiday, the Date of Crediting will be the first business day following such Saturday, Sunday or federal holiday.

1.7.            Deferred Payment Account(s) .  An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant.  Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan.  A Deferred Payment Account will be divided into two separate Deferred Payment Accounts.  One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“ pre-2005 deferrals”) .  The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“ post-2004 deferrals ”).

1.8.             Disabled or Disability .  A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months .
1.9.            Exhibit A (“List of Participating Funds”) .  List of mutual funds managed by CRMC that have adopted the Plan.

1.10.                       Exhibit B (“Deferral Election Form”) .  A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution.  This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies.  Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.

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

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

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

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

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

1.16            Money Market Fund .  The Cash Management Trust of America (CMTA), The U.S. Treasury Money Fund of America (CTRS) or The Tax-Exempt Money Fund of America, Inc. (CTEX).


1.17.                       Permissible Payment Event .  A Permissible Payment Event is any one of the following:
(i)  
The date specified in Exhibit B by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan and is at least twenty-four months past the date of the first deferral election made by the Plan Participant; or
(ii)  
The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or
(iii)  
The date the Plan Participant dies; or
(iv)  
The date the Administrator receives notification that the Plan Participant is Disabled; or
(v)  
The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or
(vi)  
For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.

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

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

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

1.21.                       Unforeseeable Emergency .  The following events may constitute an Unforeseeable Emergency under the Plan:  (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies).  The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).


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


2.
INTRODUCTION

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


3.
PLAN OVERSIGHT; INTERPRETATION AND AMENDMENT

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

3.2.            Plan Interpretation and Administration .  The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary.  The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.

3.3.            Plan Amendment .  The Committee may approve any amendment to the Plan; provided, however, (i) that no such amendment shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each Independent Board Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’s consideration of such amendment.  Upon receipt of such notification, an Independent Board Member may communicate to the Committee for its consideration any concern or objection to the proposed amendment.

3.4.            Plan Termination .  The Committee may recommend to the Boards the termination of the Plan; provided, however, that no such termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.


4.
ELECTION TO DEFER PAYMENTS

4.1.            Election to Defer .  Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their retainer and/or meeting fees, including board and committee meeting fees, deferred as provided herein.  An Independent Board Member who elects to participate in the Plan shall file copies of Exhibits B, C and D with the Administrator.  An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until Exhibits B, C and D are received by the Administrator and determined by the Administrator to be complete and in good order.

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

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

4.3.            Modification or Revocation of an Election to Defer .  A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Exhibit B with the Administrator prior to the beginning of such next calendar year.

5.
BENEFICIARY DESIGNATION

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

At the time of death of a Plan Participant, if there is no living designated Primary Beneficiary(ies), the designated Contingent Beneficiary(ies), if any, shall be the Beneficiary.  If there are no living Primary or Contingent Beneficiary(ies), the Plan Participant’s surviving spouse shall be the Beneficiary.  If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.


6.
DEFERRED PAYMENT ACCOUNT

6.1.            Crediting Amounts .  A Plan Participant may select one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing Exhibit D with the Administrator.  Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.

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

6.2.            Change of Investment Designation .  A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested by filing a revised Exhibit D with, or by telephoning, the Administrator.  The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone.  Any change of investment designation shall be effective only with respect to retainers and meeting fees earned after receipt of such request by the Administrator.  If a request is received after 1:00pm PT, the change in investment designation will be effective the next business day.

6.3.            Exchange Requests .  By contacting the Administrator, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class A share next determined.  The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone.  An exchange request will be effective after receipt of such request by the Administrator  If a request is received after the close of the New York Stock Exchange, the exchange will be effective on the next business day.  An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year for all amounts credited under this Plan to any one Plan Participant.  For purposes of this limitation, all exchange requests received by the Administrator in one day shall be treated as one exchange request.

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


7.
TIMING AND MANNER OF PAYMENTS

7.1.            Timing of Payments .  Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.

7.2.            Manner of Payment – Lump Sum .  Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class A share of such Fund(s) as of the date of the Permissible Payment Event.

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

7.3.            Alternative Payment Methods .  A Plan Participant entitled to payment for reasons other than death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant in Exhibit B.

The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed thirty (30) years.  Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency.  Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event.  This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event.  Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments.  As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.

In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment.  If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.

The right to a series of installment payments with respect to post-2004 deferrals under the Plan shall be treated as a right to a series of separate payments.

7.4.            Death of Plan Participant .  If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).

7.5.            Disability of Plan Participant .  In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’s Deferred Payment Accounts have been paid to him or her, such remaining amounts shall be paid in a lump sum to the Plan Participant.

7.6.            Unforeseeable Emergency .  If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lump sum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessary to satisfy the emergency need plus any taxes that may be owed on the payment.  In the event the payment is less than the value of all of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after payment.

7.7.            Modification or Revocation for Post-2004 Deferrals .  A Plan Participant’s designation as to timing and manner of payments of post-2004 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator.  Such designation will not be effective for at least 12 months.  To be valid the new designation must (i) be made at least 12 months before the first scheduled payment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment would otherwise have been made under the current designation.  No other modification of the designation as to the timing or manner of payment will be valid.

7.7.a.                       Special Transition Rule .  Under U.S. Treasury transition relief that extends through December 31, 2008 (or such later date as may be included in further Treasury guidance) a Plan Participant may change the timing or manner of payment of post-2004 deferrals without regard to the limitations described in paragraph 7.7.  A Plan Participant may not, however, change the timing of payment with respect to deferrals that would have been paid in the year that he or she uses the transition relief.  Furthermore, a Plan Participant may not accelerate post-2004 deferrals into the year that he or she takes advantage of the transition relief.

7.8.            Modification or Revocation for Pre-2005 Deferrals .  A Plan Participant’s designation as to timing and manner of payments of pre-2005 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator.  However, any subsequent designation that would result in a change in the timing of a payment under the Plan or a change in the manner of payments under the Plan shall not be effective unless such subsequent designation is made not less than 12 months prior to the date of the first scheduled payment under the Plan.  With respect to such pre-2005 deferrals, the Committee may, in its sole discretion, accelerate the payment of any pre-2005 deferral.


8.
MISCELLANEOUS

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

8.2.            Unsecured Promise to Pay .  Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way.  No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.

8.3.            Withholding Taxes.   The Administrator shall deduct, any federal, state or local taxes and other charges required by law to be withheld.

8.4.            Statements .  The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.

8.5.            Assignment .  No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.

8.6.   Governing Law; Severability .  The Plan shall be construed, governed and administered in accordance with the laws and regulations of the United States Treasury Department and the State of California.  The Plan is subject to applicable law and regulation and, in the event of changes in such law or regulation, shall be construed and applied in a manner in which the intent of its terms and provisions are best preserved.  In the event that one or more provisions of the Plan are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

AMCAP Fund, Inc.:
Claudia P. Huntington, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
American Balanced Fund, Inc.:
Robert G. O’Donnell, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The American Funds Income Series:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Funds Insurance Series:
James K. Dunton, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
American Funds Target Date Retirement Series, Inc.:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Steven I. Koszalka, Secretary
The American Funds Tax-Exempt Series II:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital World Growth and Income Fund, Inc.:
Stephen E. Bepler, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
The Cash Management Trust of America:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
EuroPacific Growth Fund:
Mark E. Denning, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
Fundamental Investors, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Growth Fund of America, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Income Fund of America, Inc.:
Hilda L. Appplbaum, Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
Intermediate Bond Fund of America:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
SMALLCAP World Fund, Inc.:
Gordon Crawford, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
The Tax-Exempt Bond Fund of America, Inc.:
Neil L. Langberg, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American High-Income Municipal Bond Fund, Inc.:
Mark R. Macdonald, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American High-Income Trust:
David C. Barclay, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Mutual Fund, Inc.:
James K. Dunton, Vice Chairman & Principal Executive Officer
Vince P. Corti, Secretary
 
The Bond Fund of America, Inc.:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital Income Builder, Inc.:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
Capital World Bond Fund, Inc.:
Mark H. Dalzell, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
International Growth and Income Fund, Inc.:
Paul F. Roye, Executive Vice President & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Investment Company of America:
R. Michael Shanahan, Chairman & Chief Executive Officer
Vincent P. Corti, Secretary
 
Limited Term Tax-Exempt Bond Fund of America:
Brenda S. Ellerin, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The New Economy Fund:
Timothy D. Armour, President & Principal Executive Officer
Chad L. Norton, Secretary
 
New Perspective Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
New World Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
Short-Term Bond Fund of America, Inc.
David A. Hoag, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The Tax-Exempt Money Fund of America, Inc.:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The U.S. Treasury Money Fund of America:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 





[logo – American Funds®]
 
 
EXHIBIT A

LIST OF PARTICIPATING FUNDS
ABBREVIATION
   
AMCAP Fund, Inc.
AMCAP
American Balanced Fund, Inc.
AMBAL
American Funds Insurance Series
AFIS
American Funds Target Date Retirement Series
AFTD
American High-Income Municipal Bond Fund, Inc.
AHIM
American High-Income Trust
AHIT
American Mutual Fund, Inc.
AMF
The Bond Fund of America, Inc.
BFA
Capital Income Builder, Inc.
CIB
Capital World Bond Fund, Inc.
WBF
Capital World Growth and Income Fund, Inc.
WGI
The Cash Management Trust of America
CMTA
EuroPacific Growth Fund
EUPAC
Fundamental Investors, Inc.
FI
The Growth Fund of America, Inc.
GFA
The Income Fund of America, Inc.
IFA
Intermediate Bond Fund of America
IBFA
International Growth and Income Fund, Inc.
IGI
The Investment Company of America
ICA
Limited Term Tax-Exempt Bond Fund of America
LTEX
The New Economy Fund
NEF
New Perspective Fund, Inc.
NPF
New World Fund, Inc.
NWF
SMALLCAP World Fund, Inc.
SCWF
Short-Term Bond Fund of America, Inc.
STBF
The Tax-Exempt Bond Fund of America, Inc.
TEBF
The Tax-Exempt Fund of California
TEFCA
The Tax-Exempt Money Fund of America, Inc.
CTEX
The U.S. Treasury Money Fund of America
CTRS
U.S. Government Securities Fund
GVT

 
 
[logo – American Funds®]
 
 
EXHIBIT B
 
b

Deferral Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds][the following funds ______________________________________] deferred as follows:

I elect to defer the following portion of my compensation from the funds managed by CRMC and designated above: 1
·   Annual retainer as an Independent Board Member:                                                                                                     %
·   Board and Committee meeting fees as an Independent Board Member:                                          %
I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan.  Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.
I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:
q   The date on which I am no longer an Independent Board Member of any fund managed by CRMC; or
q   The following date which is objectively determinable at the time my compensation is deferred and is at least twenty four 
       months past the date of the first deferral election made by me (cannot be an “event”):
I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):
q   In a single lump sum payment ;
OR
q   In annual                   q           In quarterly variable dollar installment payments over a period of
q   5 years                       q           10 years                     q        15 years                        q        years (not to exceed 30);
OR
q        In annual                    q          In quarterly fixed dollar payments of $ each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.



Name (please print)                                                                                                                                Date

____________________
Signature                                                                                                                     SSN or ITIN


 
1   If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.
 
 
[logo – American Funds®]
 
EXHIBIT C
 
c

Beneficiary Designation Form

I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC.

Primary Beneficiary(ies):
1.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
Contingent Beneficiary(ies):
1.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:

I understand that payment will be made to my Contingent Beneficiary(ies) only if there is no surviving Primary Beneficiary(ies).

Participant’s Name (please print)                                                                                                                                Date


Participant’s Signature

 
 
[logo – American Funds®]
EXHIBIT D
 
d

Rate of Return Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds] [the following funds ________________________________________________________________] invested as follows:

With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class A shares of that particular Money Market Fund.
 
With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class A shares of that particular Money Market Fund.
FUNDS
AMCAP Fund, Inc.
American Balanced Fund, Inc.
American High-Income Municipal Bond Fund, Inc.
American High-Income Trust
American Mutual Fund, Inc.
The Bond Fund of America, Inc.
Capital Income Builder, Inc.
Capital World Bond Fund, Inc.
Capital World Growth and Income Fund, Inc.
The Cash Management Trust of America*
EuroPacific Growth Fund
Fundamental Investors, Inc.
The Growth Fund of America, Inc.
The Income Fund of America, Inc.
Intermediate Bond Fund of America
International Growth and Income Fund, Inc.
The Investment Company of America
Limited Term Tax-Exempt Bond Fund of America
The New Economy Fund
New Perspective Fund, Inc.
New World Fund, Inc.
SMALLCAP World Fund, Inc.
Short-Term Bond Fund of America, Inc.
The Tax-Exempt Bond Fund of America, Inc.
The Tax-Exempt Fund of California
The Tax-Exempt Fund of Maryland
The Tax-Exempt Fund of Virginia
The Tax-Exempt Money Fund of America, Inc.*
The U.S. Treasury Money Fund of America*
U.S. Government Securities Fund
Washington Mutual Investors Fund, Inc.
American Funds 2050 Target Date Retirement Fund
American Funds 2045 Target Date Retirement Fund
American Funds 2040 Target Date Retirement Fund
American Funds 2035 Target Date Retirement Fund
American Funds 2030 Target Date Retirement Fund
American Funds 2025 Target Date Retirement Fund
American Funds 2020 Target Date Retirement Fund
American Funds 2015 Target Date Retirement Fund
American Funds 2010 Target Date Retirement Fund
% ALLOCATION
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
     

I have read and understand this Rate of Return Election Form.  I understand that earnings credited to my Deferred Payment Account(s) under the Plan in accordance with this Form shall be credited in the form of Phantom Shares rather than actual shares.  I further state that I have reviewed the prospectus for each designated mutual fund.

   
Name (please print
Date
   
   
Signature
 


GLOBAL CUSTODY AGREEMENT

This AGREEMENT is effective as of December 21, 2006, and is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("Bank") and each of the investment companies and other pooled investment vehicles (which may be organized as corporations, business or other trusts, limited liability companies, partnerships or other entities) managed by Capital Research and Management Company and listed on Appendix A hereto, as such Appendix may be amended from time to time (each a "Customer").

WHEREAS, each Customer is or may be organized with one or more series of shares, each of which shall represent an interest in a separate investment portfolio of cash, securities and other assets;

WHEREAS, each Customer desires to appoint, in accordance with the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, Bank as custodian on behalf of itself or those of its existing or additional series of shares that are also listed on Appendix A hereto (each such listed investment portfolio being referred to hereinafter as a “Portfolio”), and Bank has agreed to act as custodian for the Portfolios under the terms and conditions hereinafter set forth;

WHEREAS, for administrative purposes only, each Customer wishes to evidence its individual agreement with Bank in a single instrument, notwithstanding each Customer’s intention to be separately bound;

NOW THEREFORE, Bank and each Customer agree as follows:

Appointment of Custodian; Customer Accounts.

Customer hereby appoints Bank as its custodian for each Portfolio.  Bank hereby accepts such appointment.  Bank, acting as “Securities Intermediary” (as defined in Section 2 hereof) shall establish and maintain the following accounts in the name of Customer on behalf of each Portfolio:

(a)           a Custody Account for Securities and other Financial Assets (as such terms are defined in Section 2 hereof); and

(b)           an account (“Deposit Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of the Portfolio, which cash shall not be subject to withdrawal by draft or check.

Customer warrants its authority on behalf of each Portfolio to: (i) deposit the Financial Assets and cash (collectively, "Assets") received in the Custody Account or the Deposit Account, as the case may be (collectively, “Accounts”) and (ii) give Instructions concerning the Accounts and such Instructions shall be clear as to which Portfolio they relate.  Bank may deliver Financial Assets with different certificate number(s) but which are otherwise identical in all respects (including, without limitation, any related CUSIP, ISN, rights and privileges) to Financial Assets deposited in the Custody Account.

Bank shall be accountable under the terms of this agreement to the Customer for all Assets held in the Accounts and shall take prompt and appropriate action to remedy any discrepancies with respect to such Assets. Upon written agreement between Bank and Customer, additional Accounts may be established and separately accounted for as additional Accounts hereunder.

2.           Definitions.

As used herein, the following terms shall have the following respective meanings:

(a)           “Affiliate” shall mean an entity controlling, controlled by, or under common control with, another entity.

(b)           “Authorized Person" shall mean an employee or agent (including an investment manager) designated by prior written notice from Customer or its designated agent to act on behalf of Customer hereunder.  Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such employee or agent is no longer an Authorized Person.

(c)           “Certificated Security” shall mean a Security that is represented by a certificate.

(d)           “Custody Account” shall mean each custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.

(e)           “Eligible Foreign Custodian” shall have the meaning assigned thereto in Rule 17f-5 (and shall include any entity qualifying as such pursuant to an exemp­tion, rule or other appropriate action of the U.S. Securities and Exchange Commission).

(f)           “Eligible Securities Depository” shall have the meaning assigned thereto in Rule 17f-7 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).

(g)           “Eligible Contract” shall mean a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).

(h)           “Entitlement Holder” shall mean the person on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

(i)           “Financial Asset” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means:
 
(i)           a Security;
 
(ii)           an obligation of a person or a share, participation or other interest in a person or property or enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or
 
(iii)           any property that is held by a Securities Intermediary for another person in a Securities account if the Securities Intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code.  As the context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a Certificated Security or an Uncertificated Security, a Security certificate, or a Security Entitlement.  Financial Asset shall in no event mean cash.

(j)           “Foreign Assets” shall have the meaning assigned thereto under Rule 17f-5, which, as of the date hereof, means any investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect Customer’s transactions in those investments.

(k)           “Instructions" shall mean instructions of any Authorized Person received by Bank, via telephone, telex, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system (which may include Internet-based systems involving appropriate testing and authentication) acceptable to Bank which Bank believes in good faith to have been given by, or under the direction of, Authorized Persons.  The term "Instructions" includes, without limitation, instructions to sell, assign, transfer, deliver, purchase or receive for the Custody Account, any and all stocks, bonds and other Financial Assets or to transfer funds in the Deposit Account.

(l)           “Local Practice” shall mean the customary securities trading or securities processing practices and procedures generally accepted by Institutional Investors in the jurisdiction or market in which the transaction occurs, including, without limitation:
 
(i) delivering Financial Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such securities from such purchaser or dealer;
 
(ii) delivering cash to a seller or a dealer (or an agent for such seller or dealer) against expectation of receiving later delivery of purchased Financial Assets; or
 
(iii) in the case of a purchase or sale effected through a securities system, in accordance with the rules governing the operation of such system.

(m)            “Institutional Investor” shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases and sells Financial Assets and makes use of global custodial services.

(n)            “Intermediary Custodian” shall mean any Subcustodian that is a Securities Intermediary and is qualified to act as a custodian.

(o)           “Rule 17f-5” shall mean rule 17f-5 under the 1940 Act, including any amendments thereto or successor rules.

(p)           “Rule 17f-7” shall mean rule 17f-7 under the 1940 Act, including any amendments thereto or successor rules.

(q)           “Security” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:
 
(i)           which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
 
(ii)           which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
 
(iii)  
        which:
 
(A)           is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
 
(B)           is a medium for investment and by its terms expressly provides that it is a security governed by Article 8 of the Uniform Commercial Code.

(r)           “Securities Depository” means a clearing corporation that is registered with the U.S. Securities and Exchange Commission as a clearing agency under section 17A of the Securities Exchange Act of 1934; or a Federal Reserve Bank or other person authorized to operate the federal book entry system described in the regulations of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems operated pursuant to comparable regulations of other federal agencies.

(s)          “Securities Entitlement” shall mean the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code.

(t)           “Securities Intermediary” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, means Bank, a Subcustodian, a securities depository, clearing corporation or any other person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

(u)           “Uncertificated Security” shall mean a Security that is not represented by a certificate.

(v)           “Uniform Commercial Code” shall mean the Uniform Commercial Code of the State of New York, as amended from time to time.

3.
Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations.

Unless Instructions specifically require another location reasonably acceptable to Bank:

(a)           Financial Assets shall be held in the country or other jurisdiction in which the principal trading market for such Financial Assets is located, where such Financial Assets are to be presented for payment or where such Financial Assets are acquired; and

(b)           Cash shall be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts.

Cash may be held pursuant to Instructions in such accounts as may be available for the particular currency, recognizing that accounts bearing commercially reasonable interest will be used to the extent such use does not violate applicable law.  To the extent Instructions are issued and Bank can comply with such Instructions, Bank is authorized to maintain cash balances on deposit for Customer with itself (or its Affiliates, in accordance with applicable law and regulation), at such commercially reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as Customer may direct, if acceptable to Bank.

If Customer wishes to have any Foreign Assets belonging to one or more Portfolios held in the custody of an institution other than the established Subcustodians as defined in Section 4 (or an Eligible Securities Depository listed on Schedule B hereto), such arrangement must be authorized by a written agreement, signed by Bank and Customer.

If Bank places and maintains Customer’s Financial Assets, corresponding to a Securities Entitlement, with a Securities Depository or Intermediary Custodian, Bank must:

(x)           at a minimum exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain such Financial Assets;

(y)           provide, promptly upon request by Customer, such reports as are available concerning the internal accounting controls and financial strength of Bank; and

(z)           require any Intermediary Custodian at a minimum to exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain Financial Assets corresponding to the Securities Entitlements of its Entitlement Holders.

4.           Subcustodians.

(a)           Bank may act under the Agreement through the subcustodians with which Bank has entered into Eligible Contracts and which are listed on Schedule A attached hereto (“Subcustodians”).  Bank reserves the right, exercising reasonable care, prudence and diligence, to amend Schedule A from time to time.  Any such amendment shall be effective upon 45 calendar days’ written notice to Customer in accordance with the Agreement or such shorter period as Bank reasonably believes is necessary, with due regard to the continuing reasonable care of the Customer’s Foreign Assets in accordance with Rule 17f-5.

(b)           Bank hereby represents to Customer that each Subcustodian is an Eligible Foreign Custodian.  If Schedule A is amended to add one or more Subcustodians, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any Subcustodian ceases to be an Eligible Foreign Custodian.

(c)           Customer authorizes Bank to hold Assets belonging to each Portfolio in accounts that Bank has established with one or more of its branches or such Subcusto­dians, provided that, in the case of an Eligible Foreign Custodian, Customer’s Foreign Custody Manager has made the determinations required by Rule 17f-5 with respect to the Portfolio’s Foreign Assets to be held by such Subcustodian.  If Bank is not acting as Foreign Custody Manager for the relevant Portfolio at such time, Customer shall give Bank appropriate notice of such determinations.

5.  
Appointment as Foreign Custody Manager.

Customer hereby appoints Bank as its Foreign Custody Manager for each Portfolio in accordance with Rule 17f-5.  Bank hereby accepts such appointment.  Customer and Bank shall act in conformity with such rule (including any amendments thereto or successor provisions) for as long as Bank acts as Customer’s Foreign Custody Manager.  Bank’s appointment as Foreign Custody Manager for a Portfolio (or for a particular country or other political or geographical jurisdiction) may be terminated at any time by Customer or Bank, regardless of whether Bank serves as custodian for such Portfolio hereunder.  Any such termination as to one or more Portfolios (or jurisdictions) shall be effected in a manner consistent with the provisions for notice and termination set forth elsewhere in this Agreement.  Bank shall not be obligated to serve in this capacity for a Portfolio if Bank no longer acts as Customer’s custodian for such Portfolio.

As of the date hereof, Rule 17f-5 provides that Customer may from time to time place or maintain in the care of an Eligible Foreign Custodian any of Customer’s Foreign Assets, provided that:

 
(a)
Customer’s Foreign Custody Manager determines that Customer’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:

 
(i)
The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for Certificated Securities (if applicable), the method of keeping custodial records, and the security and data protection practices;

 
(ii)
Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets;

 
(iii)
The Eligible Foreign Custodian’s general reputation and standing; and

 
(iv)
Whether Customer will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the custodian in the United States or the custodian’s consent to service of process in the United States.

 
(b)
The arrangement with the Eligible Foreign Custodian is governed by a written contract that Customer’s Foreign Custody Manager, has determined will provide reasonable care for Customer’s assets based on the standards set forth in paragraph (a) above.

 
(i)
Such contract must provide:

 
(A)
For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Foreign Assets held in accordance with such contract;

 
(B)
That Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws;

 
(C)
That beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

 
(D)
That adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer;

 
(E)
That Customer’s independent public accountants will be given access to those records or confirmation of the contents of those records; and

 
(F)
That Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer.

 
(ii)
Such contract may contain, in lieu of any or all of the provisions specified in paragraph (b)(i) above, such other provisions that Customer’s Foreign Custody Manager, reasonably determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.

 
(c)
(i)
Customer’s Foreign Custody Manager, has established a system to monitor the appropriateness of maintaining Customer’s assets with a particular custodian under paragraph (a) above, and to monitor performance of the contract under paragraph (b) above.

 
(ii)
If an arrangement no longer meets these requirements, Customer must withdraw its assets from the Eligible Foreign Custodian as soon as reasonably practicable.

Customer’s Foreign Custody Manager will provide written reports in a form reasonably acceptable to Customer (or an Authorized Person) notifying Customer’s Board of Directors (or equivalent body; hereinafter, “Board”) of the placement of Customer’s Foreign Assets with a particular custodian and of any material change in Customer’s non-U.S. custody arrangements, with the reports to be provided to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s non-U.S. custody arrangements.

Customer hereby confirms that Customer will withdraw its Foreign Assets from any non-U.S. custodian as soon as reasonably practicable upon written notification from Customer’s Foreign Custody Manager that custody arrangements with such custodian no longer meet the requirements of Rule 17f-5 (an “Adverse Notification”).  Customer also confirms that, if Bank is acting as Customer’s Foreign Custody Manager and has delivered an Adverse Notification to Customer, Bank, as Foreign Custody Manager, shall have no further responsibility under this Agreement in relation to Customer’s Foreign Assets held under any custody arrangement covered by such Adverse Notification following the Adverse Notification.  (However, the existence of an Adverse Notification shall not affect the scope of responsibilities, or the standard of care, applicable to Bank in relation to such Assets under other provisions of this Agreement.)

6.           Securities Depositories.

(a)           Bank hereby represents to Customer that each securities depository listed on Schedule B is an Eligible Securities Depository.  If Schedule B is amended, this representation shall be effective as to the amended Schedule on the date of such amendment.  Bank shall promptly advise Customer if any securities depository listed on Schedule B ceases to be an Eligible Securities Depository.

(b)           Bank shall provide Customer an analysis of the custody risks (which analyses may be provided to Customer electronically) associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank and at which any Foreign Assets of Customer are held or are expected to be held.  Bank shall use reasonable efforts to provide such analysis at least annually on March 31 st of each calendar year (or, in the case of an Eligible Securities Depository not used by Bank as of the agreed upon date, prior to the initial placement of Customer’s Foreign Assets at such Depository after such date).  Bank shall monitor the custody risks associated with maintaining Custo­mer’s Foreign Assets at each such Eligible Securities Depository on a continuing basis, and shall promptly notify Customer or its investment adviser of any material changes in such risks.

(c)           Bank shall, upon Customer’s reasonable request from time to time, provide certain additional information (“Additional Information”) to Customer beyond the scope of the information Bank is otherwise obligated to provide to Customer under this Agreement, or any other agreement between the parties relating to Customer’s Foreign Assets.  For example, Additional Information may relate to a country’s financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and similar risks, but shall not include information required to be provided under this Agreement or any other agreement between the parties relating to Customer’s Foreign Assets.

(d)           Bank’s obligation to provide Customer with Additional Information shall be limited to the extent Additional Information is (i) already in the possession of Bank, or (ii) available to Bank using commercially reasonable means.  Customer hereby acknowledges that:  (i) Additional Information is designed solely to inform Customer of certain market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but does not assume responsibility for inaccuracies or incomplete information attributable to actions or omissions of third parties.  (For this purpose, “third parties” shall not include any of the Subcustodians listed on Schedule A, except to the extent that, in a given case, a Subcustodian accurately transmitted information it had itself received from a third party (such as from a regulator or securities depository) rather than information it had generated itself.)

(e)           Customer and Bank hereby acknowledge and agree that the decision to place Customer's Foreign Assets with an Eligible Securities Depository shall be made by Customer's investment adviser (subject to the Board's oversight) or the Customer, after consideration of the information provided by Bank and other information Customer deems relevant, and based on standards of care that are generally applicable to investment advisers and the Board.  Further, the parties understand that the decision to place Customer’s Foreign Assets with an Eligible Securities Depository does not have to be made separately, but may be made in the overall context of the decision to invest in a particular country.

Use of Subcustodians and Securities Depositories.

(a)           Bank shall identify the Assets on its books as belonging to Customer and identify the Portfolio to which such Assets belong.

(b)           A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank, such that it is readily apparent that the Assets do not belong to Bank or the Subcustodian.

(c)           Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent.  Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian or its agent.

(d)           Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account on the books of such securities depository, such that it is readily apparent that the Securities do not belong to Bank or the Subcustodian.

(e)           Bank shall supply periodically, as mutually agreed upon, a statement in respect of any Securities and cash, including identification of the foreign entities having custody of the Securities and cash and descriptions thereof.

8.           Deposit Account Transactions.

(a)           Bank (or the applicable Subcustodian) shall make payments from the Deposit Account upon receipt of Instructions which include all information reasonably required by Bank.

(b)           In the event that any payment to be made under this Section 8 exceeds the funds available in the Deposit Account, Bank, in its discretion, may advance Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by Bank on similar loans.

(c)           Bank shall, or shall cause the applicable Subcustodian to:  (i) subject to the last sentence hereof, collect all amounts due and payable to Customer with respect to Financial Assets and other assets held in the Accounts; (ii) promptly notify Customer of the collection of income or other payments in a currency other than US dollars that relate to Financial Assets or other Assets held by Bank (or the applicable Subcustodian’s receipt) in a manner mutually agreeable to Bank and Customer; (iii) promptly credit to the account of Customer all income and other payments relating to Financial Assets or other Assets held by Bank hereunder upon Bank’s receipt (or the applicable Subcustodian’s receipt) of such income or payments or as otherwise agreed in writing by Customer and Bank; and (iv) promptly endorse and deliver instruments required to effect such collections.  If Bank credits the Deposit Account on a payable date, or at any time prior to actual collec­tion and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, Customer shall promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited.  If Customer does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Customer, to reverse such credit by debiting the Deposit Account for the amount pre­viously credited.  Bank shall furnish regular overdue income reports to Customer in writing (or by any means by which Instructions may be transmitted hereunder, other than by telephone) of any amounts payable with respect to Financial Assets or other Assets of Customer if such amounts are not received by Bank (or the applicable Subcustodian) when due (or otherwise in accordance with Local Practice).  Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but will reasonably notify Customer of any such proceedings known to Bank and may act for Customer upon Instructions after consultation with Customer.

9.           Custody Account Transactions.

(a)           Financial Assets shall be transferred, exchanged or delivered by Bank or its Subcustodian upon receipt by Bank of Instructions which include all information reasonably required by Bank.  Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the Custody Account shall be made in accordance with Local Practice.  In connection with the foregoing, where Bank believes in good faith that use of a reasonably available alternative practice to Local Practice would be more protective of Financial Assets than Local Practice, Bank shall advise Customer of such practice and Customer may authorize its use solely in such instance or consent that such practice shall thereafter be deemed to be Local Practice.

(b)           Bank shall effect book entries on a  contractual settlement date accounting basis with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time.  On the contractual settlement date for a sale, Bank shall credit the Cash Account with the sales proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered.  On the contractual settlement date for the purchase (or earlier if market practice requires delivery of the purchase price before the contractual settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account.  Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets.  Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them.  Bank reserves the right to restrict in good faith the availability of contractual date settlement accounting for credit reasons.  Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.

(i)           Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by Bank in its discretion, after the contractual settlement date for the related transaction; provided however that prior to taking action, Bank will use every reasonable effort to give Customer written notice of any such reversal which may include back valuation.

(ii)           If any Financial Assets delivered pursuant to this Section 9 are returned by the recipient thereof, Bank may reverse the credits and debits of the particular transaction at any time.

10.           Actions of Bank.

Bank shall follow Instructions received regarding Assets held in the Accounts.  However, until it receives Instructions to the contrary, Bank shall:

(a)           Present for payment any Financial Assets which are called, redeemed or retired or other­wise become payable and all coupons and other income items which call for payment upon presentation, to the extent that Bank or Subcustodian is actually aware of such opportunities.

(b)           Execute in the name of Customer such ownership and other certificates as may be required to obtain payments in respect of Financial Assets.

(c)           Exchange interim receipts or temporary Financial Assets for definitive Financial Assets.

(d)           Appoint brokers and agents for any transaction involving the Financial Assets, including, without limitation, Affiliates of Bank or any Subcustodian.

(e)           Issue statements to Customer, at times and in a form mutually agreed upon, identifying the Assets in the Accounts.

Bank shall promptly send Customer an advice or notification of any transfers of Assets to or from the Accounts.  Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets.

All collections of funds or other property paid or distributed in respect of Financial Assets in the Custody Account shall be made at the risk of Customer until such funds or other property have been received by Bank (or the applicable Subcustodian).  Bank shall have no liability for any loss occasioned by delay (other than its own) in the actual receipt of notice by Bank or by its Subcustodians of any payment, redemption or other trans­action regarding Financial Assets in the Custody Account in respect of which Bank has agreed to take any action hereunder.

11.           Corporate Actions; Proxies; Taxes; Class Actions.

(a)            Corporate Actions . Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolio.  Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing.  With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer.  If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action.  Bank shall inform Customer of pertinent deadlines in each case.

When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.

(b)            Proxy Voting .

(i)           Bank shall, with respect to Financial Assets that are not Foreign Assets, cause to be promptly executed by the registered holder of such Financial Assets, if the Financial Assets are registered otherwise than in the name of Customer on behalf of a Portfolio or a nominee thereof, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to Customer such proxies, all proxy soliciting materials and all notices relating to such Financial Assets.

(ii)           Bank shall, with respect to Financial Assets that are Foreign Assets, use commercially reasonable efforts (including the use of third party representatives) to facilitate the exercise of voting and other shareholder proxy rights; it being understood and agreed that (A) proxy voting may not be available in all markets (it being understood that Bank shall make proxy voting services available to Customer in a given market where Bank offers such services to any other custody client), and (B) apart from voting, Bank will, upon request and in its discretion, assist customer in exercising other shareholder rights such as attending shareholder meetings, nominating directors and proposing agenda items.  In particular, and without limiting the generality of the foregoing, Bank may provide written summaries of proxy materials in lieu of providing original materials (or copies thereof) and while Bank shall attempt to provide accurate summaries, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon the same where Bank prepared the same in good faith and with reasonable efforts.  Bank shall use reasonable efforts to notify Customer in cases where, due to various circumstances beyond control of Bank, voting cannot be exercised.  Customer acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice, practical constraints and other facts, may have the effect of severely limiting the ability of Customer to exercise shareholder rights.  In addition, Customer acknowledges that: (A) in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis ( e.g ., a net yes or no vote given the voting instructions received from all customers); and (B) proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Financial Assets are: (1) on loan; (2) at registrar for registration or reregistration; (3) the subject of a conversion or other corporate action; (4) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (5) held in a margin or collateral account; and (6) American Depository Receipts.

(iii) Customer and each Authorized Person shall respect the proprietary nature of information developed exclusively through the efforts of Bank (or Subcustodians or other parties acting under Bank’s direction) in relation to proxy voting services.

(c)            Taxes.

(i)           Customer confirms that Bank is authorized to deduct from any cash received or credited to the Deposit Account any taxes or levies required to be deducted by any revenue or other govern­mental authority for whatever reason in respect of the Custody Account.

(ii)           Customer shall provide Bank with all required tax-related documentation and other information relating to Assets held hereunder (“Tax Information”).  Tax Information shall include, but shall not be limited to, information necessary for submission to revenue or other governmental authorities to establish taxable amounts or reduce tax burdens that would otherwise be borne by a Portfolio.  Upon receipt of Instructions and all required Tax Information from Customer, Bank shall (A) execute ownership and other certificates and affidavits for all tax purposes (within and outside of the United States) in connection with receipt of income and other payments with respect to Assets held hereunder, or in connection with the purchase, sale or transfer of such Assets, and (B) where appropriate, file any certificates or other affidavits for the refund or reclaim of non-U.S. taxes paid with respect to such Assets.  Customer warrants that, when given, Tax Information shall be true and correct in all material respects.  Customer shall notify Bank promptly if any Tax Infor­mation requires updating or amendment to correct misleading information.

(iii)           Bank shall have no responsibility or liability for any tax obligations (including both taxes and any and all penalties, interest or additions to tax) now or hereafter imposed on Customer, its Portfolio, or Bank as Customer’s custodian, by any revenue or governmental authority, or penalties or other costs or expenses arising out of the delivery of, or failure to deliver, Tax Information by Customer.

(iv)           Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to Customer from time to time and Bank may, by notification in writing, in Bank’s absolute discretion, supplement or amend the markets in which tax reclaim services are offered; provided that, Bank shall make tax reclaim services available to Customer in a given country where Bank offers such services to any other custody client having the same tax status.  Other than as expressly provided in this sub-clause, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction.

(v)           Tax reclaim services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Bank’s affiliates); provided that Bank shall be liable for the performance of any such third party to the same extent as Bank would have been if Bank had performed such services.

(vi)           If Bank does not receive appropriate declarations, documentation and informa­tion then any applicable United States withholding tax shall be deducted from income received from Financial Assets.

(d)            Class Actions .

(i)           Upon receipt of a settled securities class action notification by its corporate actions department, Bank shall research its records for each Custody Account to endeavour to identify Customer’s interest, if any, with respect to any such class action notification. Customer acknowledges that identifying its interest may involve manually researching historic records and that Bank does not warrant that the review will be error free.

(ii)           Bank will provide Customer with a summary of each class action notification that it has identified as being pertinent to Customer (together with the information discovered with regard to the applicable securities holding of Customer) and the cut-off time by which Customer is required to inform Bank if it disagrees with Bank’s record of such securities holdings and/or securities transactions or wishes to instruct Bank not to file a claim on Customer’s behalf.

(iii)           Unless Customer instructs Bank not to do so by the applicable cut-off time, Bank shall complete and file the required claim forms for the particular class action insofar as they relate to transactions or holdings for which Bank acted as custodian. Bank shall present with the claim any supporting information that it has in its possession and that is required as part of the filing as set out in the class action notification. Bank shall be authorized to disclose such information as may be reasonably required to complete and file such claims.  Customer acknowledges that Bank is acting in a clerical capacity in completing and filing such claim forms and that Bank will not be using legal expertise in providing this service.

12.           Nominees.

Financial Assets which are ordinarily held in registered form may be registered in a nominee name of Bank, Subcustodian or Eligible Securities Depository, as the case may be.  Bank may without notice to Customer cause any such Financial Assets to cease to be registered in the name of any such nominee and to be registered in the name of Customer.  Bank shall, or shall cause the applicable Subcustodian or Eligible Securities Depository to use commercially reasonable efforts to promptly register such Financial Assets that are or may be subject to ownership limitations.  In the event that any Financial Assets registered in a nominee name are called for partial redemption by the issuer, Bank may allot the called portion to the respective beneficial holders of such class of security in any manner Bank deems to be fair and equitable.  Customer shall hold Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Financial Assets in the Custody Account.  Financial Assets accepted by Custodian on behalf of a Portfolio under this Agreement shall be in a form and delivered in a manner consistent with Local Practice.

13.           Instructions.

Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.  Any Instructions delivered to Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but Cus­tomer shall hold Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Bank's failure to produce such confirmation at any subsequent time.  Bank shall notify Customer as soon as reasonably practicable if Bank does not receive written confirmation or if such written confirmation fails to conform to the telephone Instructions received.  Either party may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account.  Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which Bank shall make available to Customer or its Authorized Persons.

14.           Standard of Care; Liabilities.

(a)           Bank shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to Customer for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or incurred by Customer resulting from failure of Bank (including any branch thereof, regardless of location) to exercise such reasonable care and diligence.  Bank shall be liable to Customer in respect of such Losses to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, but only to the extent of Customer’s direct damages, to be determined based on the market value of the property which is the subject of the Loss at the date of discovery of such Loss by Customer and without reference to any special conditions or circumstances.

(b)           Bank shall be liable to Customer for all Losses resulting from the action or inaction of any Subcustodian to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, and such action or inaction were that of the Bank or the fraud or willful default of such Subcustodian.

(c)           As long as and to the extent that it has exercised reasonable care and acted in good faith, Bank shall not be responsible for:

(i)           the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (i) if Financial Assets are received by Bank in accordance with Local Practice for the particular Financial Asset in question;

(ii)           any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints and which is not a branch or Affiliate of the Bank; it being understood that Bank or a Subcustodian shall be deemed to have exercised reasonable care in respect of this subparagraph (ii) if it exercised reasonable care in the selection and continued retention of any such broker or agent; or

(iii)           the insolvency of any Subcustodian which is not a branch or Affiliate of Bank; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (iii) where Bank used reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its most recently published financial statements and other publicly available financial information.

(d) Neither Bank nor any Subcustodian shall be liable for the acts or omissions of any Eligible Securities Depository (or, for purposes of clarity, any domestic securities depository).  In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct or insolvency of an Eligible Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Eligible Securities Depository.

(e)           In no event shall Bank incur liability hereunder if Bank or any Subcustodian, or any nominee of Bank or any Subcustodian (each a “Person”), is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of:

(i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or

(ii) events or circumstances beyond the reasonable control of the applicable Person, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person’s control and which could not be reasonably anticipated or prevented by such Person (each such provision, event or circumstance being a “Force Majeure Event”).

Bank shall notify Customer as soon as reasonably practicable of any material performance delay or non-performance in accordance with this clause (e).

(f)           In no event shall Customer incur liability to Bank if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event.

(g)           Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any Instructions or other directions upon which Bank is authorized to rely pur­suant to the terms of this Agreement, or for any action taken or omitted by it in good faith, provided that such action or omission is consistent with the standard of care applicable to Bank under this Agreement and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question.

(h)           In performing its obligations hereunder, Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed, and, subject to the following sentence, shall be entitled to rely on and may act upon advice of counsel (which may be counsel for Customer) on all matters, and shall be without liability for action reasonably taken or omitted pursuant to such advice.  If Customer disputes an action or omission by Bank within 45 days of when Customer became aware or reasonably should have become aware of such action or omission, Bank shall be entitled to rely on and may act upon advice of “independent legal counsel” (as defined by rule 0-1(6) of the Investment Company Act of 1940) to Customer or such other counsel that is mutually acceptable to Customer and Bank and shall be without liability for action reasonably taken or omitted pursuant to such advice.

(i)           Customer shall pay for and hold Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses (including, without limitation, penalties, interest or additions to tax due), with respect to income from or Assets in the Accounts, provided that Bank has complied with the standard of care set forth in Section 14(a) of this Agreement (it being understood that while Bank’s failure to comply with such standard of care shall constitute a breach of this Agreement, Bank shall have no liability for taxes or governmental charges and related expenses imposed or assessed with respect to such Assets prior to such breach or that would have been imposed or assessed even absent such breach).

(j)           Bank need not maintain any insurance for the benefit of Customer.

(k)           Without limiting the foregoing, Bank shall not be liable for any Loss which results from (i) the general risk of investing, or (ii) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.

(l)           Consistent with and without limiting the application of the foregoing paragraphs of this Section 14, it is specifically acknowledged that Bank shall have no duty or responsibility to:

(i)           question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions the Bank may specify;

(ii)           supervise or make recommendations with respect to investments or the retention of Financial Assets;

(iii)           advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 8(c) hereof;

(iv)           evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank receives an Instruction to deliver Financial Assets;

(v)           except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers.  Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank;

(vi)           advise Customer or an Authorized Person regarding information (i) held on a confidential basis by an officer, director or employee of Bank (or any Affiliate of Bank) and (ii) obtained by such person in connection with the provision of services or other activities unrelated to global custody; and

(vii)           advise Customer or an Authorized Person promptly regarding corporate action information obtained by an officer, director or employee of Bank (or any Affiliate of Bank) who is not engaged directly in the provision of global custody services.

(m)           Customer authorizes Bank to act hereunder notwithstanding that Bank or any of its divisions or Affiliates may have a material interest in a transaction, or circumstances are such that Bank may have a potential conflict of duty or interest including the fact that Bank or any of its Affiliates may provide broker­age services to other customers, act as financial advisor to the issuer of Financial Assets, act as a lender to the issuer of Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of Financial Assets, or earn profits from any of the activities listed herein; provided that none of such services or actions would violate applicable laws or regulations.

(n)           Upon the occurrence of any event which causes or may cause any Loss to the other party, each of Customer and Bank shall (and Bank shall cause each applicable Subcustodian to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the other party.  For this purpose, the obligations of Customer and Bank to mitigate Losses (or potential Losses) hereunder shall include (but shall not be limited to) the periodic review and reconciliation by Bank and Customer (or Authorized Persons) of statements provided to Customer under Section 10 of this Agreement; provided, however, that Bank's obligations to Customer with respect to any transaction covered by a given statement shall be reduced to the extent that Bank's ability to mitigate damages related to such transaction has been compromised by Customer’s failure to object to such statement within 180 days of Customer’s receipt thereof.

15.           Bank Fees and Expenses.

Customer agrees to pay Bank for its services under this Agreement such amount as may be mutually agreed upon in writing.  Customer agrees to reimburse Bank for its reasonable out-of-pocket or incidental expenses (including, without limitation, legal fees) incurred on behalf of Customer, provided that, in respect of such expenses, Bank has acted in conformity with the standard of care set forth in Section 14 hereof.  Bank shall obtain Customer’s prior approval, which approval shall not be unreasonably withheld, of out-of-pocket or incidental expenses that Bank reasonably expects to exceed $10,000 or that approaches $10,000 during the process of incurring such expenses.  In the latter case, Customer shall not withhold its approval on the ground that Bank had not obtained Customer’s approval prior to beginning to incur such expenses if Bank believed in good faith that the subject expenses would not exceed $10,000.  Subject to the foregoing, Bank shall have a lien on and is authorized to charge or otherwise enforce its rights as lienholder against Assets in any Accounts of the Customer for any amount owing in respect of such Account by the Customer to the Bank under any provision of this Agreement.

16.           Miscellaneous.

(a)            Foreign Exchange Transactions Other Than as Principal.   Upon receipt of Instructions, Bank shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or banking institutions as Customer may determine and direct pursuant to Instructions.  Bank shall be responsible for the transmission of cash and instructions to and from the currency broker or banking institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements evidencing or relating to such foreign exchange transactions and the maintenance of proper records in accordance with this Agreement.  Bank shall have no duty with respect to the selection of currency brokers or banking institutions with which Customer deals on behalf of its Portfolio or, as long as Bank acts in accordance with Instructions, for the failure of such brokers or banking institutions to comply with the terms of any contract or option.

(b)            Foreign Exchange Transactions as Principal.   Bank shall not be obligated to enter into foreign exchange transactions as principal.  However, if and to the extent that Bank makes available to Customer its services as principal in foreign exchange transactions, upon receipt of Instructions, Bank shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of Customer on behalf of its Portfolio with Bank as principal.  Instructions may be issued with respect to such contracts but Bank may establish rules or limitations concerning any foreign exchange facility made available.  Bank shall be responsible for the selection of currency brokers or banking institutions (which may include Affiliates of Bank and Subcustodians) and the failure of such currency brokers or banking institutions to comply with the terms of any contract or option.

(c)            Certification of Residency, etc.   Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency.  Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank's obligations hereunder.  Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(d)            Custodian’s Records; Access to Records.   Bank shall provide any assistance reasonably requested by Customer in the preparation of reports to Customer’s shareholders and others, audits of accounts, and other ministerial matters of like nature.  Bank shall maintain complete and accurate records with respect to Financial Assets and other Assets held for the account of Customer as required by the rules and regulations of the U.S. Securities and Exchange Commission applicable to investment companies registered under the 1940 Act.  All such books and records maintained by Bank shall be made available to Customer upon request and shall, where required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act.  Bank shall allow Customer's independent public accountant reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer's affairs.  Subject to restrictions under applicable law, Bank shall also obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Financial Assets as may be required in connection with the examination of Customer's books and records.  Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s reports prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time (commonly referred to as a “SAS 70 report”).  Bank shall use commercially reasonable efforts to obtain and furnish Customer with such similar reports as Customer may reasonably request with respect to each Subcustodian holding Assets of Customer.  Except as respects Bank’s SAS 70 Report, as to which there shall be no charge, the Customer shall pay reasonable expenses of the Bank and any Subcustodians under this provision.  Bank shall use commercially reasonable efforts to provide Customer and agents with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under rule 38a-1 of the 1940 Act, and, in any case, provide Customer with at least the same level of such reporting as Bank furnishes to its other mutual fund clients.

(e)            Confidential Information .  The parties hereto agree that each shall treat confidentially all confidential information provided by each party to the other regarding its business and operations in accordance with this Agreement and represent that each has implemented controls that are reasonably designed to achieve the purposes of this section. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any affiliated division or entity or third party in any form without the prior written consent of such providing party.  Confidential information for purposes hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, portfolio holdings, portfolio trades, product and business proposals, business plans, and the like .   The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, that is generally furnished to third parties by the providing party without confidentiality restriction, or that is required to be disclosed by any bank examiner of Bank or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.  For this purpose, Customer and any Authorized Person shall be permitted to disclose any information provided by Bank hereunder to the U.S. Securities and Exchange Commission (or its staff) in connection with any inspection or examination or other action or proceeding.  If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 16(e), it will promptly notify the other party in writing of the nature and extent of such breach.

(f)            Governing Law; Successors and Assigns; Immunity; Captions.   THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assigned by either party, but shall bind the successors in interest of Customer and Bank.  To the extent that in any jurisdiction Customer or Bank may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer or Bank, as the case may be, irrevocably shall not claim, and it hereby waives, such immunity.  The captions given to the sections and subsections of this Agreement are for convenience of reference only and are not to be used to interpret this Agreement.

(g)            Entire Agreement.   This Agreement consists exclusively of this document (including Appendix A and Schedules A and B hereof).  There are no other provisions hereof and this Agreement supersedes any other agreements, whether written or oral, between the parties.  Any amendment hereto must be in writing, executed by both parties.

(h)            Severability.   In the event that one or more provisions hereof are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

(i)            Waiver.   Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.  No waiver by a party of any provision hereof, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.

(j)            Representations and Warranties .

(i)           Customer hereby represents and warrants to Bank that: (A) it has full power and authority to deposit and control the Financial Assets and cash deposited in the Accounts; (B) it has all necessary authority to use Bank as its custodian; (C) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; (D) it has taken all necessary action to authorize the execution and delivery hereof.

(ii)           Bank hereby represents and warrants to Customer that: (A) it has the full power and authority to perform its obligations hereunder, (B) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and (C) that it has taken all necessary action to authorize the execution and delivery hereof.

(k)            Notices.   All notices hereunder shall be effective when actually received.  Any notices or other communications which may be required hereunder are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: (a) Bank: JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, N.Y.  10081, Attention: _____________, Vice President, Worldwide Securities Services, Investment Management Group; and  (b) Customer:  [Name of Customer], c/o Capital Research and Management Company, Attention:  Carmelo Spinella, Senior Vice President, 135 South State College Boulevard, Brea, CA  92821-5804; with a copy to:  Donald H. Rolfe, Counsel, Capital Research and Management Company, 333 S. Hope Street, 55 th Floor, Los Angeles, CA 90071.

(l)            Termination.   This Agreement may be terminated as to one or more Portfolios by Customer or Bank by giving sixty (60) days’ written notice to the other, provided that such notice to Bank shall specify the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios in the Accounts.  If notice of termination is given by Bank, Customer shall, within sixty (60) days following receipt of the notice, deliver to Bank Instructions specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios.  In either case Bank shall deliver the Assets belonging to the affected Portfolios to the persons so specified, after deducting any uncontested amounts which Bank determines in good faith to be owed to it under Section 15.  Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Assets upon termination by Customer.  Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.  If within sixty (60) days following receipt of a notice of termination by Bank, Bank does not receive Instructions from Customer specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios, Bank, at its election, may deliver such Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions hereof, or to Authorized Persons, or may continue to hold such Assets until Instructions are provided to Bank.  For avoidance of doubt, each Customer, Portfolio or the Bank may terminate this Agreement pursuant to its provisions and the Agreement shall survive such termination in respect of the remaining Customers and Portfolios that have not so terminated or been terminated.

(m)            Representative Capacity; Non-recourse Obligations .  A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH CUSTOMER IS ON FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE CUSTOMER’S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY CUSTOMER AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH CUSTOMER’S RESPECTIVE PORTFOLIOS.  BANK AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY CUSTOMER ARISING OUT OF THIS AGREEMENT.

(n)            Several Obligations of each Customer and Portfolio .  WITH RESPECT TO ANY OBLIGATIONS OF A CUSTOMER ON BEHALF OF ANY OF ITS PORTFOLIOS ARISING OUT OF THIS AGREEMENT, BANK SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY SUCH OBLIGATION SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH THAT CUSTOMER HAD SEPARATELY CONTRACTED WITH BANK BY SEPARATE WRITTEN AGREEMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS.  THE RIGHTS AND BENEFITS TO WHICH A GIVEN PORTFOLIO IS ENTITLED HEREUNDER SHALL BE SOLELY THOSE OF SUCH PORTFOLIO AND NO OTHER PORTFOLIO HEREUNDER SHALL RECEIVE SUCH BENEFITS.

(o)            Information Concerning Deposits at Bank .  Bank’s London Branch is a member of the United Kingdom Deposit Protection Scheme (the “Scheme”) established under Banking Act 1987 (as amended).  The Scheme provides that in the event of Bank’s insolvency, payments may be made to certain customers of Bank’s London Branch.  Payments under the Scheme are limited to 90% of a depositor’s total cash deposits subject to a maximum payment to any one depositor of £18,000 (or euro 20,000 if greater).  Most deposits denominated in sterling and other European Economic Area Currencies and euros made with Bank within the United Kingdom are covered.  Further details of the Scheme are available on request.  Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with applicable law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

(p)            Information Relating to Divisions .  Upon written request by Customer, the Bank shall use commercially reasonable efforts to provide information regarding portfolio holdings, portfolio trades and proxy voting in a format that is both technically practicable and reasonably acceptable to Customer so as to allow each investment division of Capital Research and Management Company to receive solely such information as is relevant to its own operations.  Customer shall pay reasonable expenses of Bank arising from this section, provided that estimates of such expenses are approved by the Customer before the expenses are incurred.


IN WITNESS WHEREOF, each of the Customers and Bank have executed this Agreement as of the date first-written above.  Execution of this Agreement by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Agreement shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.

EACH OF THE CUSTOMERS LISTED ON APPENDIX A ATTACHED HERETO,
ON BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS
 
 
By:           CAPITAL RESEARCH AND MANAGEMENT COMPANY
 
 
By:____________________________________
Name:  Carmelo Spinella
Title:  Senior Vice President
 
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
 
 
By:____________________________________
Name:  Oliver Kaufhold
Title:  Vice President
 


APPENDIX A

CUSTOMERS AND PORTFOLIOS

Dated as of August 14, 2008

The following is a list of Customers and their respective Portfolios for which Bank shall serve under this Agreement.

CUSTOMER PORTFOLIO
EFFECTIVE AS OF:
AMCAP Fund, Inc
12/26/2006
EuroPacific Growth Fund
12/26/2006
New Perspective Fund, Inc
12/26/2006
New World Fund, Inc
12/26/2006
American Mutual Fund, Inc
12/26/2006
Capital World Growth and Income Fund, Inc.
12/26/2006
The Investment Company of America
12/26/2006
Capital Income Builder, Inc
12/26/2006
The Income Fund of America, Inc.
12/26/2006
American Balanced Fund, Inc
12/26/2006
American High Income Trust
12/26/2006
The Bond Fund of America, Inc
12/26/2006
Capital World Bond Fund, Inc
12/26/2006
Intermediate Bond Fund of America
12/26/2006
U.S. Government Securities Fund
12/26/2006
American High-Income Municipal Bond Fund, Inc
12/26/2006
Limited Term Tax-Exempt Bond Fund of America
12/26/2006
The Tax-Exempt Bond Fund of America, Inc
12/26/2006
The Tax-Exempt Fund of California
12/26/2006
The Cash Management Trust of America
12/26/2006
The Tax-Exempt Money Fund of America
12/26/2006
The U.S. Treasury Money Fund of America
12/26/2006
Endowments – Equity Portfolio
12/26/2006
Endowments – Fixed Income Portfolio
12/26/2006
Short-Term Bond Fund of America, Inc
12/26/2006
American Funds 2010 Target Date Retirement Series
01/24/2007
American Funds 2015 Target Date Retirement Series
01/24/2007
American Funds 2020 Target Date Retirement Series
01/24/2007
American Funds 2025 Target Date Retirement Series
01/24/2007
American Funds 2030 Target Date Retirement Series
01/24/2007
American Funds 2035 Target Date Retirement Series
01/24/2007
American Funds 2040 Target Date Retirement Series
01/24/2007
American Funds 2045 Target Date Retirement Series
01/24/2007
American Funds 2050 Target Date Retirement Series
01/24/2007
International Growth and Income Fund, Inc.
08/14/2008

IN WITNESS WHEREOF, each of the Customers and Bank have executed this Appendix A as of the date first-written above.  Execution of this Appendix A by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Appendix shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.

EACH OF THE CUSTOMERS LISTED ON APPENDIX A ATTACHED HERETO,
ON BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS
 
 
By:           CAPITAL RESEARCH AND MANAGEMENT COMPANY
 
 
By:____________________________________
Name:  Carmelo Spinella
Title:  Senior Vice President
 
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
 
 
By:____________________________________
Name:  Oliver Kaufhold
Title:  Vice President
 


Schedule A
 
Agent and Cash Network
 
COUNTRY
SUB-CUSTODIAN
CASH CORRESPONDENT BANK
ARGENTINA
HSBC Bank Argentina S.A.
Florida 201, 7th Floor
1005 Buenos Aires
ARGENTINA
HSBC Bank Argentina S.A.
Buenos Aires
AUSTRALIA
JPMorgan Chase Bank, N.A.**
Level 37
AAP Center 259, George Street
Sydney NSW 2000
AUSTRALIA
Australia and New Zealand Banking Group Ltd.
Melbourne
AUSTRIA
Bank Austria Creditanstalt AG
Julius Tandler Platz - 3
A-1090 Vienna
AUSTRIA
J.P. Morgan AG
Frankfurt
BAHRAIN
HSBC Bank Middle East Limited
1st Floor, Building No 2505, Road No 2832
Al Seef 428
BAHRAIN
National Bank of Bahrain
Manama
BANGLADESH
Standard Chartered Bank
18-20 Motijheel C.A
Box 536
Dhaka-1000
BANGLADESH
Standard Chartered Bank
Dhaka
BELGIUM
Fortis Bank (Nederland) N.V.
Rokin 55
1012KK Amsterdam
THE NETHERLANDS
J.P. Morgan AG
Frankfurt
BERMUDA
The Bank of Bermuda Limited
6 Front Street
Hamilton HMDX
BERMUDA
The Bank of Bermuda Limited
Hamilton
BOTSWANA
Barclays Bank of Botswana Limited
Barclays House, Khama Crescent
Gaborone
BOTSWANA
Barclays Bank of Botswana Limited
Gaborone
BRAZIL
HSBC Bank Brasil S.A. Banco Multiplo
Avenida Brigadeiro Faria Lima 3064, 2nd Floor
Sao Paulo, SP 01451-000
BRAZIL
HSBC Bank Brasil S.A. Banco Multiplo
Sao Paulo
BULGARIA
ING Bank N.V.
Sofia Branch
12 Emil Bersinski Street
Ivan Vazov Region
1408 Sofia
BULGARIA
ING Bank N.V.
Sofia
CANADA
Canadian Imperial Bank of Commerce
Commerce Court West
Security Level
Toronto, Ontario M5L 1G9
CANADA
Royal Bank of Canada
Toronto
 
Royal Bank of Canada
200 Bay Street, Suite 1500
15th Floor
Royal Bank Plaza, North Tower
Toronto Ontario M5J 2J5
CANADA
Royal Bank of Canada
Toronto
CHILE
Banco de Chile
Av. Andres Bello 2687 5th Floor
Las Condes
Santiago
CHILE
Banco de Chile
Santiago
CHINA - SHANGHAI
China B-Shares:
 
HSBC Bank (China) Company Limited
35/F, HSBC Tower
1000 Lujiazui Ring Road
Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client Relationship Team
 
 
JPMorgan Chase Bank, N.A.
New York (for B-Share Market)
CHINA - SHENZHEN
China B-Shares:
 
HSBC Bank (China) Company Limited
35/F, HSBC Tower
1000 Lujiazui Ring Road
Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client Relationship Team
 
 
JPMorgan Chase Bank, N.A.
Hong Kong (for B-Share Market)
COLOMBIA
Santander Investment Trust Colombia S.A.
Calle 12, No. 7-32, Piso 3
Bogota
COLOMBIA
Santander Investment Trust Colombia S.A.
Bogota
CROATIA
Privredna banka Zagreb d.d.
Savska c.28
10000 Zagreb
CROATIA
Zagrebacka Banka d.d.
Zagreb
CYPRUS
Marfin Popular Bank Public Company Ltd.
154 Limassol Avenue
P.O. Box 22032
CY-1598 Nicosia
CYPRUS
Marfin Popular Bank Public Company Ltd.
Nicosia
CZECH REPUBLIC
UniCredit Bank Czech Republic a.s.
Revolucni 7
110 05 Prague 1
CZECH REPUBLIC
Ceskoslovenska obchodni banka, a.s.
Prague
DENMARK
Danske Bank A/S
2-12 Holmens Kanal
DK 1092 Copenhagen K
DENMARK
Nordea Bank Danmark A/S
Copenhagen
EGYPT
Citibank, N.A.
4 Ahmed Pasha Street
Garden City
Cairo
EGYPT
Citibank, N.A.
Cairo
ESTONIA
Hansabank
Liivalaia 8
EE0001 Tallinn
ESTONIA
SEB Eesti Uhispank
Tallinn
FINLAND
Skandinaviska Enskilda Banken AB (publ)
Unioninkatu 30
FIN-00101 Helsinki
FINLAND
J.P. Morgan AG
Frankfurt
FRANCE
BNP Paribas Securities Services S.A.
Ref 256
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
J.P. Morgan AG
Frankfurt
 
Societe Generale
50 Boulevard Haussman
75009 Paris
FRANCE
J.P. Morgan AG
Frankfurt
GERMANY
Deutsche Bank AG
Alfred-Herrhausen-Allee 16-24
D-65760 Eschborn
GERMANY
J.P. Morgan AG
Frankfurt
 
J.P. Morgan AG#**
Junghofstrasse 14
60311 Frankfurt am Main
GERMANY
# For local German custody clients only.
J.P. Morgan AG
Frankfurt
GHANA
Barclays Bank of Ghana Limited
Barclays House, High Street
Accra
GHANA
Barclays Bank of Ghana Limited
Accra
GREECE
HSBC Bank plc
Messogion 109-111
11526 Athens
GREECE
J.P. Morgan AG
Frankfurt
HONG KONG
The Hongkong and Shanghai Banking
Corporation Limited
36th Floor, Sun Hung Kai Centre
30 Harbour Road
Wan Chai
HONG KONG
JPMorgan Chase Bank, N.A.
Hong Kong
HUNGARY
Deutsche Bank Zrt.
Hold utca 27
H-1054 Budapest
HUNGARY
ING Bank Rt.
Budapest
ICELAND
Glitnir banki hf.
Kirkjusandur 2
155 Reykjavik
ICELAND
Glitnir banki hf.
Reykjavik
INDIA
The Hongkong and Shanghai Banking
Corporation Limited
2nd Floor, ‘Shiv”
Plot No 139-140B
Western Express Highway
Sahar Road Junction
Vile Parle-E
Worli Mumbai 400 057
INDIA
The Hongkong and Shanghai Banking
Corporation Limited
Mumbai
 
Standard Chartered Bank
23-25 Mahatma Ghandi Road
Mumbai 400 001
INDIA
Standard Chartered Bank
Mumbai
INDONESIA
The Hongkong and Shanghai Banking
Corporation Limited
Menara Mulia 19th Floor
Jalan Jendral Gatot Subroto Kav 9-11
Jakarta 12930
INDONESIA
The Hongkong and Shanghai Banking
Corporation Limited
Jakarta
IRELAND
Bank of Ireland
New Century House
Mayor Street Lower
International Financial Services Centre
Dublin 1
IRELAND
J.P. Morgan AG
Frankfurt
ISRAEL
Bank Leumi le-Israel B.M.
35, Yehuda Halevi Street
61000 Tel Aviv
ISRAEL
Bank Leumi le-Israel B.M.
Tel Aviv
ITALY
Intesa Sanpaolo S.p.A.
6, Piazza della Scala
20121 Milan
ITALY
J.P. Morgan AG
Frankfurt
*IVORY COAST*
Soci é t é G é n é rale de Banques en C ô te d’Ivoire
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
Societe Generale
Paris
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
*JAMAICA*
To Be Determined
To Be Determined
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
JAPAN
Mizuho Corporate Bank, Limited
6-7 Nihonbashi-Kabutocho
Chuo-Ku
Tokyo 103
JAPAN
JPMorgan Chase Bank, N.A.
Tokyo
 
The Bank of Tokyo-Mitsubishi UFJ, Limited
3-2 Nihombashi Hongkucho 1-chome
Chuo-ku
Tokyo 103
JAPAN
JPMorgan Chase Bank, N.A.
Tokyo
JORDAN
HSBC Bank Middle East Limited
1st Floor
5th Circle
Western Amman
JORDAN
HSBC Bank Middle East Limited
Western Amman
KAZAKHSTAN
SB HSBC Bank Kazakhstan JSC
43 Dostyk Avenue
Almaty  050010
KAZAKHSTAN
SB HSBC Bank Kazakhstan JSC
Almaty
KENYA
Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Limited
Mezzanine 3, Barclays Plaza, Loita Street
Nairobi
KENYA
Barclays Bank of Kenya Limited
Nairobi
KUWAIT
HSBC Bank Middle East Limited
G/1/2 Floors
Kharafi Tower, Qibla Area
Osama Bin Munkez Street
Safat 13017
KUWAIT
HSBC Bank Middle East Limited
Safat
LATVIA
Hansabanka
Balasta dambis 1a
Riga, LV-1048
LATVIA
Hansabanka
Riga
LEBANON
HSBC Bank Middle East Limited
HSBC Main Building
Riad El Solh, P.O. Box 11-1380
1107-2080 Beirut
LEBANON
JPMorgan Chase Bank, N.A.
New York
LITHUANIA
AB SEB Bankas
12 Gedimino pr.
LT 2600 Vilnius
LITHUANIA
AB SEB Bankas
Vilnius
LUXEMBOURG
Fortis Banque Luxembourg S.A.
50 Avenue J.F. Kennedy
L-2951
LUXEMBOURG
J.P. Morgan AG
Frankfurt
MALAYSIA
HSBC Bank Malaysia Berhad
2 Leboh Ampang
50100 Kuala Lumpur
MALAYSIA
HSBC Bank Malaysia Berhad
Kuala Lumpur
MALTA
HSBC Bank Malta p.l.c.
233 Republic Street
Valletta VLT 05
MALTA
HSBC Bank Malta p.l.c.
Valletta
MAURITIUS
The Hongkong and Shanghai Banking
Corporation Limited
5/F Les Cascades Building
Edith Cavell Street
Port Louis
MAURITIUS
The Hongkong and Shanghai Banking
Corporation Limited
Port Louis
MEXICO
Banco Nacional de Mexico, S.A.
Act. Roberto Medellin No. 800 3er Piso Norte
Colonia Santa Fe
01210 Mexico, D.F.
MEXICO
Banco Santander, S.A.
Mexico, D.F.
MOROCCO
Societe Generale Marocaine de Banques
55 Boulevard Abdelmoumen
Casablanca 20100
MOROCCO
Attijariwafa Bank S.A.
Casablanca
NAMIBIA
Standard Bank Namibia Limited
Mutual Platz
Cnr. Stroebel and Post Streets
P.O.Box 3327
Windhoek
NAMIBIA
The Standard Bank of South Africa Limited
Johannesburg
NETHERLANDS
KAS Bank N.V.
Spuistraat 172
1012 VT Amsterdam
NETHERLANDS
J.P. Morgan AG
Frankfurt
NEW ZEALAND
National Australia Bank Limited
National Nominees Limited
Level 2 BNZ Tower
125 Queen Street
Auckland
NEW ZEALAND
Westpac Banking Corporation
Wellington
NIGERIA
Stanbic IBTC Bank Plc
Plot 688
Amodu Tijani Street
Victoria Island
Lagos
NIGERIA
The Standard Bank of South Africa Limited
Johannesburg
NORWAY
Nordea Bank Norge ASA
Essendropsgate 7
PO Box 1166
NO-0107 Oslo
NORWAY
Nordea Bank Norge ASA
Oslo
OMAN
HSBC Bank Middle East Limited
Bait Al Falaj Main Office
Ruwi PC 112
OMAN
HSBC Bank Middle East Limited
Ruwi
PAKISTAN
Standard Chartered Bank (Pakistan) Limited
P.O. Box 4896
Ismail Ibrahim Chundrigar Road
Karachi 74000
PAKISTAN
Standard Chartered Bank (Pakistan) Limited
Karachi
PANAMA
HSBC Bank (Panama) S.A.
Plaza HSBC Building, 9th Floor
Aquilino de la Guardia Street and 47th Street
Panama City
PANAMA
HSBC Bank (Panama) S.A.
Panama City
PERU
Citibank del Peru S.A.
Camino Real 457
Torre Real - 5th Floor
San Isidro, Lima 27
PERU
Banco de Credito del Peru
Lima
PHILIPPINES
The Hongkong and Shanghai Banking
Corporation Limited
12/F, The Enterprise Center, Tower 1
6766 Ayala Avenue Corner Paseo de Roxas
Makati City, Manila 1226
PHILIPPINES
The Hongkong and Shanghai Banking
Corporation Limited
Manila
POLAND
Bank Handlowy w. Warszawie S.A.
ul. Senatorska 16
00-923 Warsaw 55
POLAND
BRE Bank S.A.
Warsaw
PORTUGAL
Banco Espirito Santo, S.A
7th floor
Rua Castilho, 26
1250-069 Lisbon
PORTUGAL
J.P. Morgan AG
Frankfurt
QATAR
HSBC Bank Middle East Limited
810 Abdulla Bin Jassim Street
P. O. Box 57
Doha
QATAR
HSBC Bank Middle East Limited
Doha
ROMANIA
ING Bank N.V.
13-15 Kiseleff Avenue
011342 Bucharest 1
ROMANIA
ING Bank N.V.
Bucharest
*RUSSIA*
J.P. Morgan Bank International**
(Limited Liability Company)
Building 2/1, 8th floor
Paveletskaya Square
113054 Moscow
RUSSIA
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
 
ING Bank (Eurasia) ZAO
(Closed Joint Stock Company)
36 Krasnoproletarskaya ulitsa
127473 Moscow
RUSSIA
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
SAUDI ARABIA
SABB Securities Limited
P.O. Box 9084
Riyadh 11413
SAUDI ARABIA
SABB Securities Limited
Riyadh
SERBIA
UniCredit Bank Srbija a.d.
Rajiceva 27-29
11000 Belgrade
SERBIA AND MONTENEGRO
UniCredit Bank Srbija a.d.
Belgrade
SINGAPORE
DBS Bank Ltd.
180 Clemenceau Avenue #03-01
Haw Par Centre
239922
SINGAPORE
Oversea-Chinese Banking Corporation
Singapore
SLOVAK REPUBLIC
UniCredit Bank Slovakia a.s.
Sancova 1/A
SK-813 33 Bratislava
SLOVAK REPUBLIC
Vseobecna uverova banka, a.s.
Bratislava
SLOVENIA
UniCredit Banka Slovenija d.d.
Smartinska 140
SI-1000 Ljubljana
SLOVENIA
J.P. Morgan AG
Frankfurt
SOUTH AFRICA
FirstRand Bank Limited
1 Mezzanine Floor, 3 First Place, Bank City
Cnr Simmonds and Jeppe Streets
Johannesburg 2001
SOUTH AFRICA
The Standard Bank of South Africa Limited
Johannesburg
SOUTH KOREA
Standard Chartered First Bank Korea Limited
100 KongPyung-dong ChongRo-Gu
Seoul 110-702
SOUTH KOREA
Standard Chartered First Bank Korea Limited
Seoul
SPAIN
Santander Investment, S.A.
Ciudad Grupo Santander
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Boadilla del Monte
28660 Madrid
SPAIN
J.P. Morgan AG
Frankfurt
SRI LANKA
The Hongkong and Shanghai Banking
Corporation Limited
24 Sir Baron Jayatillaka Mawatha
Colombo 1
SRI LANKA
The Hongkong and Shanghai Banking
Corporation Limited
Colombo
SWEDEN
Skandinaviska Enskilda Banken AB (publ)
Sergels Torg 2
SE-106 40 Stockholm
SWEDEN
Svenska Handelsbanken
Stockholm
SWITZERLAND
UBS AG
45 Bahnhofstrasse
8021 Zurich
SWITZERLAND
UBS AG
Zurich
TAIWAN
JPMorgan Chase Bank, N.A.**
8th Floor, Cathay Xin Yi Trading Building
No. 108, Section 5, Hsin  Yi Road
Taipei 110
TAIWAN
JPMorgan Chase Bank, N.A.
Taipei
THAILAND
Standard Chartered Bank (Thai) Public Company Limited
14th Floor, Zone B
Sathorn Nakorn Tower
100 North Sathorn Road Bangrak
Bangkok 10500
THAILAND
Standard Chartered Bank (Thai) Public Company Limited
Bangkok
TUNISIA
Banque Internationale Arabe de Tunisie, S.A.
70-72 Avenue Habib Bourguiba
P.O. Box 520
1080 Tunis Cedex
TUNISIA
Banque Internationale Arabe de Tunisie, S.A.
Tunis
TURKEY
Citibank A.S.
Turkiye Main Branch
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
JPMorgan Chase Bank, N.A.
Istanbul
*UKRAINE*
ING Bank Ukraine
30-A Spaska Street
04070 Kiev
UKRAINE
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
UNITED ARAB EMIRATES - DFM
HSBC Bank Middle East Limited
Level 4, Precinct Building 4, Unit 5
Gate District
P.O. Box 506553
Dubai
UNITED ARAB EMIRATES
The National Bank of Abu Dhabi
Abu Dhabi
UNITED ARAB EMIRATES - DIFX
HSBC Bank Middle East Limited
Level 4, Precinct Building 4, Unit 5
Gate District
P.O. Box 506553
Dubai
UNITED ARAB EMIRATES
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
UNITED ARAB EMIRATES - ADX
HSBC Bank Middle East Limited
Level 4, Precinct Building 4, Unit 5
Gate District
P.O. Box 506553
Dubai
UNITED ARAB EMIRATES
The National Bank of Abu Dhabi
Abu Dhabi
UNITED KINGDOM.
JPMorgan Chase Bank, N.A.**
1 Tallis Street
London EC4Y 5AJ
UNITED KINGDOM
JPMorgan Chase Bank, N.A.
London
 
Deutsche Bank AG
The Depository and Clearing Centre
Lower Ground Floor
27 Leadenhall Street
London EC3A 1AA
UNITED KINGDOM
Varies by currency
UNITED STATES
JPMorgan Chase Bank, N.A.**
4 New York Plaza
New York
NY 10004
U.S.A.
JPMorgan Chase Bank, N.A.
New York
URUGUAY
Banco Ita ú Uruguay S.A.
Zabala 1463
Montevideo
URUGUAY
Banco Ita ú Uruguay S.A.
Montevideo.
VENEZUELA
Citibank, N.A.
Centro Comercial El Recreo
Torre Norte, Piso 20
Avda. Casanora, Sabana Grande
Caracas 1050 D.C.
VENEZUELA
Citibank, N.A.
Caracas
VIETNAM
The Hongkong and Shanghai Banking
Corporation Limited
The Metropolitan, 235 Dong Khoi Street
District 1
Ho Chi Minh City
VIETNAM
The Hongkong and Shanghai Banking
Corporation Limited
Ho Chi Minh City
ZAMBIA
Barclays Bank Zambia Plc
Elunda Park, Plot 4644
Lusaka
ZAMBIA
Barclays Bank Zambia Plc
Lusaka
*ZIMBABWE*
Barclays Bank of Zimbabwe Limited
Corporate Centre
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
Barclays Bank of Zimbabwe Limited
Harare
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

SCHEDULE B
 

ELIGIBLE SECURITIES DEPOSITORIES

COUNTRY
DEPOSITORY
INSTRUMENTS
ARGENTINA
CVSA
(Caja de Valores S.A.)
Equity, Corporate Debt, Government Debt
 
CRYL
(Central de Registration y Liquidacion de Instrumentos de Endeudamiento Publico)
Government Debt
AUSTRALIA
Austraclear Limited
Corporate Debt, Money Market, Government Debt and Semi-Government Debt
 
CHESS
(Clearing House Electronic Sub-register System)
Equity
AUSTRIA
OeKB
(Oesterreichische Kontrollbank AG)
Equity, Corporate Debt, Government Debt
BAHRAIN
CSDR
(Clearing, Settlement, Central Depository and Registry System)
Equity
BANGLADESH
CDBL
(Central Depository Bangladesh Limited)
Equity, Government Debt
BELGIUM
Euroclear Belgium
Equity, Corporate Debt
 
NBB
(National Bank of Belgium)
Corporate Debt, Government Debt
BERMUDA
BSD
(Bermuda Securities Depository)
Equity
BRAZIL
CBLC
(Companhia Brasileira de Liquidacao e Custodia)
Equity
 
CETIP
(Central de Custodia e de Liquidacao Financiera de Titulos Privados)
Corporate Debt
 
SELIC
(Sistema Especial de Liquidacao e Custodia)
Government Debt
BULGARIA
BNB
(Bulgaria National Bank)
Government Debt
 
CDAD
(Central Depository A.D.)
Equity, Corporate Debt
CANADA
CDS
(The Canadian Depository for Securities Limited)
Equity, Corporate, Government Debt
CHILE
DCV
(Deposito Central de Valores S.A.)
Equity, Corporate Debt, Government Debt
CHINA, SHANGHAI
CSDCC, Shanghai Branch
(China Securities Depository and Clearing Corporation Limited, Shanghai Branch)
Equity
CHINA, SHENZHEN
CSDCC, Shenzhen Branch
(China Securities Depository and Clearing Corporation Limited, Shenzhen Branch)
Equity
COLOMBIA
DCV
(Deposito Central de Valores)
Government Debt
 
DECEVAL
(Deposito Centralizado de Valores de Colombia S.A.)
Equity, Corporate Debt, Government Debt
CROATIA
CDA
(Central Depository Agency Inc. – Stredisnja depozitarna agencija d.d.)
Equity, Corporate Debt, Government Debt
CYPRUS
CSD
(Central Securities Depository)
Equity, Corporate Debt, Government Debt
CZECH REPUBLIC
SCP
(Stredisko cennych papiru – Ceska republica)
Equity, Corporate Debt, Government Debt
 
CNB
(Czech National Bank)
Government Debt
DENMARK
VP
(Vaerdipapircentralen A/S)
Equity, Corporate Debt, Government Debt
EGYPT
MCSD
(Misr for Clearing, Settlement and Depository)
Equity, Corporate Debt
 
CBE
(Central Bank of Egypt)
Government Debt
ESTONIA
ECDS
(Estonian Central Depository for Securities Limited - Eesti Vaatpaberite Keskdepositoorium)
Equity, Corporate Debt, Government Debt
EUROMARKET
CBL
(Clearstream Banking, S.A.)
Internationally Traded Debt, Equity
 
Euroclear Bank S.A./N.V.
Internationally Traded Debt, Equity
FINLAND
APK
(Finnish Central Securities Depository Limited)
Equity, Corporate Debt, Government Debt
FRANCE
Euroclear France
Equity, Corporate Debt, Government Debt
GERMANY
CBF
(Clearstream Banking AG)
Equity, Corporate Debt, Government Debt
GREECE
CSD
(Central Securities Depository S.A.)
Equity, Corporate Debt, Government Debt
 
BoG
(Bank of Greece)
Government Debt
HONG KONG
HKSCC
(Hong Kong Securities Clearing Company Limited)
Equity
 
CMU
(Central Moneymarkets Unit)
Corporate Debt, Government Debt
HUNGARY
KELER Zrt.
(Central Clearing House and Depository (Budapest) Zrt. – Kozponti Elszamolohaz es Ertektar (Budapest) Zrt.)
Equity, Corporate Debt, Government Debt
ICELAND
ISD
(The Islandic Securities Depository)
Equity, Corporate Debt, Government Debt
INDIA
NSDL
(National Securities Depository Limited)
Equity, Corporate Debt, Government Debt
 
CDSL
(Central Depository Services (India) Limited)
Equity
 
RBI
(Reserve Bank of India)
Government Debt
INDONESIA
KSEI
(PT Kustodian Sentral Efek Indonesia)
Equity, Corporate Debt
 
Bank Indonesia
Government Debt
IRELAND
CREST
(CRESTCo Limited)
Equity, Corporate Debt
ISRAEL
TECH
(Tel Aviv Stock Exchange Clearing House Ltd.)
Equity, Corporate Debt, Government Debt
ITALY
Monte Titoli S.p.A.
Equity, Corporate Debt, Government Debt
IVORY COAST
DC/BR
(Le Depositaire Central / Banque de Reglement)
Equity
JAMAICA
JCSD
(Jamaica Central Securities Depository)
Equity, Corporate Debt, Government Debt
JAPAN
JASDEC
(Japan Securities Depository Center, Incorporated)
Equity, Convertible Debt
 
BoJ
(Bank of Japan)
Registered Government Debt
 
JSSC
(Japan Securities Settlement and Custody, Inc.)
Foreign Securities
JORDAN
SDC
(Securities Depository Center)
Equity, Corporate Debt
KAZAKHSTAN
CSD
(Central Securities Depository CJSC)
Equity
KENYA
CBCD
(Central Bank Central Depository)
Government Debt
 
CDSC
(Central Depository & Settlement Corporation Limited)
Equity, Corporate Debt
KUWAIT
KCC
(The Kuwait Clearing Company S.A.K.)
Equity, Corporate Debt
LATVIA
LCD
(Latvian Central Depository)
Equity, Corporate Debt, Government Debt
LEBANON
Midclear S.A.L.
(Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)
Equity
 
BDL
(Banque du Liban)
Government Debt
LITHUANIA
CSDL
(Central Securities Depository of Lithuania)
Equity, Corporate Debt, Government Debt
LUXEMBOURG
CBL
(Clearstream Banking, S.A.)
Equity
MALAYSIA
Bursa Depository
(Bursa Malaysia Depository Sdn Bhd)
Equity, Corporate Debt
 
BNM
(Bank Negara Malaysia)
Government Debt
MALTA
CSD
(The Central Securities Depository)
Equity, Corporate Debt, Government Debt
MAURITIUS
CDS
(Central Depository and Settlement Company Limited)
Equity, Corporate Debt
MEXICO
INDEVAL
(S.D. INDEVAL S.A. de C.V.)
Equity, Corporate Debt, Government Debt
MOROCCO
Maroclear
Equity, Corporate Debt, Government Debt
NETHERLANDS
Euroclear Nederland
Equity, Corporate Debt, Government Debt
NEW ZEALAND
NZCSD
(New Zealand Central Securities Depository)
Equity, Corporate Debt, Government Debt
NIGERIA
CSCS
(Central Securities Clearing System Limited)
Equity, Corporate Debt, Government Debt
NORWAY
VPS
(Verdipapirsentralen ASA)
Equity, Corporate Debt, Government Debt
OMAN
MDSRC
(The Muscat Depository and Securities Registration Company, S.A.O.C.)
Equity, Corporate Debt
PAKISTAN
CDC
(Central Depository Company of Pakistan Limited)
Equity, Corporate Debt
 
SBP
(State Bank of Pakistan)
Government Debt
PANAMA
LATINCLEAR
(Central Latinoamericana de Valores, S.A.)
Equity, Corporate Debt, Government Debt
PERU
CAVALI
(CAVALI ICLV S.A.)
Equity, Corporate Debt, Government Debt
PHILIPPINES
PDTC
(Philippine  Depository and Trust Corp.)
Equity
 
RoSS
(Bangko Sentral ng Pilipinas / Register of Scripless Securities)
Government Debt
POLAND
NDS
(National Depository for Securities S.A.)
Equity, Long-Term Government Debt
 
RPW
(Registry of Securities)
Short-Term Government Debt
PORTUGAL
INTERBOLSA
(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)
Equity, Corporate Debt, Government Debt
QATAR
DSM
(Doha Securities Market)
Equity
ROMANIA
BSE
(Bucharest Stock Exchange)
Equity
 
NBR
(National Bank of Romania)
Government Debt
RUSSIA
VTB
(Vneshtorgbank)
Equity, Corporate Debt, Government Debt (Ministry of Finance Bonds)
 
NDC
(The National Depository Center)
Equity, Corporate Debt, Government Debt
SAUDI ARABIA
Tadawul
Equity
 
SAMA
(Saudi Arabian Monetary Authority)
Government Debt
SERBIA
CSD
(Central Register and Central Depository for Securities)
Equity, Corporate Debt, Government Debt
SINGAPORE
CDP
(The Central Depository (Pte) Limited)
Equity, Corporate Debt
 
MAS
(Monetary Authority of Singapore)
Government Debt
SLOVAK REPUBLIC
CSD
(Centralny depozitar cennych papierov SR, a.s.)
Equity, Corporate Debt, Government Debt
 
NBS
(National Bank of Slovakia)
Government Debt
SLOVENIA
KDD
(Centralna klirinsko depotna druzba d.d.)
Equity, Corporate Debt, Government Debt
SOUTH AFRICA
STRATE
(Share Transactions Totally Electronic)
Equity
SOUTH KOREA
KSD
(Korea Securities Depository)
Equity, Corporate Debt, Government Debt
SPAIN
IBERCLEAR
(Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)
Equity, Corporate Debt, Government Debt
SRI LANKA
CDS
(Central Depository System (Private) Limited)
Equity, Corporate Debt
SWEDEN
VPC
(Vardepapperscentralen AB)
Equity, Corporate Debt, Government Debt
SWITZERLAND
SIS
(SIS SegaInterSettle AG)
Equity, Corporate Debt, Government Debt
TAIWAN
TDCC
(Taiwan Depository and Clearing Corporation)
Equity, Corporate Debt, Government Debt
THAILAND
TSD
(Thailand Securities Depository Company Limited)
Equity, Corporate Debt, Government Debt
TUNISIA
STICODEVAM
(Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)
Equity, Corporate Debt, Government Debt
TURKEY
Central Registry Agency
(CRA)
Equity, Corporate Debt
 
CBoT
(Central Bank of Turkey)
Government Debt
UKRAINE
NBU
(National Bank of Ukraine)
Government Debt
 
MFS
(Interregional Securities Union)
Corporate Debt, Selected Equity
UNITED ARAB EMIRATES
DFM
(Dubai Financial Market Clearing House)
Equity, Corporate Debt, Government Debt
 
DIFX
(Dubai International Financial Exchange Central Securities Depository and Registry)
Equity, Corporate Debt
UNITED KINGDOM
CREST
(CRESTCo Limited)
Equity, Corporate Debt, Government Debt
UNITED STATES
DTC
(The Depository Trust Company)
Equity, Corporate Debt
 
FRB
(Federal Reserve Bank)
Government Debt, Mortgage Back Debt
URUGUAY
BCU
(Banco Central del Uruguay)
Government Debt
VENEZUELA
BCV
(Banco Central de Venezuela)
Government Debt
 
CVV
(Caja Venezolana de Valores, S.A.)
Equity, Corporate Debt, Money Market
VIETNAM
VSD
(Vietnam Securities Depository)
Equity, Corporate Debt, Government Debt
ZAMBIA
CSD
(LuSE Central Shares Depository Limited)
Equity, Government Debt
 
BoZ
(Bank of Zambia)
Government Debt

Schedule B
Securities Depositories
 
COUNTRY
DEPOSITORY
INSTRUMENTS
ARGENTINA
CVSA
(Caja de Valores S.A.)
Equity, Corporate Debt, Government Debt
 
CRYL
(Central de Registration y Liquidacion de Instrumentos de Endeudamiento Publico)
Government Debt
AUSTRALIA
Austraclear
(ASX Austraclear Limited)
Corporate Debt, Money Market, Government Debt and Semi-Government Debt
 
ASTC
(ASX Settlement & Transfer Corporation Pty Ltd.)
Equity
AUSTRIA
OeKB
(Oesterreichische Kontrollbank AG)
Equity, Corporate Debt, Government Debt
BAHRAIN
CSDR
(Clearing, Settlement, Central Depository and Registry System)
Equity
BANGLADESH
CDBL
(Central Depository Bangladesh Limited)
Equity, Government Debt
BELGIUM
Euroclear Belgium
Equity, Corporate Debt
 
NBB
(National Bank of Belgium)
Corporate Debt, Government Debt
BERMUDA
BSD
(Bermuda Securities Depository)
Equity
BRAZIL
CBLC
(Companhia Brasileira de Liquidacao e de Custodia)
Equity
 
CETIP
(Central de Custodia e de Liquidacao Financiera de Titulos Privados)
Corporate Debt
 
SELIC
(Sistema Especial de Liquidacao e Custodia)
Government Debt
BULGARIA
BNB
(Bulgaria National Bank)
Government Debt
 
CDAD
(Central Depository A.D.)
Equity, Corporate Debt
CANADA
CDS
(The Canadian Depository for Securities Limited)
Equity, Corporate, Government Debt
CHILE
DCV
(Deposito Central de Valores S.A.)
Equity, Corporate Debt, Government Debt
CHINA, SHANGHAI
CSDCC, Shanghai Branch
(China Securities Depository and Clearing Corporation Limited, Shanghai Branch)
Equity
CHINA, SHENZHEN
CSDCC, Shenzhen Branch
(China Securities Depository and Clearing Corporation Limited, Shenzhen Branch)
Equity
COLOMBIA
DCV
(Deposito Central de Valores)
Government Debt
 
DECEVAL
(Deposito Centralizado de Valores de Colombia S.A.)
Equity, Corporate Debt, Government Debt
CROATIA
CDA
(Central Depository Agency Inc. – Stredisnja depozitarna agencija d.d.)
Equity, Corporate Debt, Government Debt
CYPRUS
CSD
(Central Securities Depository)
Equity, Corporate Debt, Government Debt
CZECH REPUBLIC
SCP
(Stredisko cennych papiru – Ceska republica)
Equity, Corporate Debt, Government Debt
 
CNB
(Ceska Narodni Banka)
Government Debt
DENMARK
VP
(Vaerdipapircentralen A/S)
Equity, Corporate Debt, Government Debt
EGYPT
MCDR
(Misr for Clearing, Depository and Central Registry)
Equity, Corporate Debt
 
CBE
(Central Bank of Egypt)
Government Debt
ESTONIA
ECDS
(Estonian Central Depository for Securities Limited)
Equity, Corporate Debt, Government Debt
FINLAND
APK
(Finnish Central Securities Depository Limited)
Equity, Corporate Debt, Government Debt
FRANCE
Euroclear France
Equity, Corporate Debt, Government Debt
GERMANY
CBF
(Clearstream Banking AG)
Equity, Corporate Debt, Government Debt
GHANA
BOG
(Bank of Ghana)
Government Debt
GREECE
CSD
(Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry)
Equity, Corporate Debt
 
BoG
(Bank of Greece)
Government Debt
HONG KONG
HKSCC
(Hong Kong Securities Clearing Company Limited)
Equity
 
HKMA CMU
(Hong Kong Monetary Authority Central Moneymarkets Unit)
Corporate Debt, Government Debt
HUNGARY
KELER Zrt.
(Central Clearing House and Depository (Budapest) Ltd.)
Equity, Corporate Debt, Government Debt
ICELAND
ISD
(The Islandic Securities Depository)
Equity, Corporate Debt, Government Debt
INDIA
NSDL
(National Securities Depository Limited)
Equity, Corporate Debt, Government Debt
 
CDSL
(Central Depository Services (India) Limited)
Equity
 
RBI
(Reserve Bank of India)
Government Debt
INDONESIA
KSEI
(PT Kustodian Sentral Efek Indonesia)
Equity, Corporate Debt
 
Bank Indonesia
Government Debt
INTERNATIONAL SECURITIES MARKET
Euroclear Bank
(Euroclear Bank S.A./N.V.)
Internationally Traded Debt, Equity
IRELAND
Euroclear UK & Ireland
(Euroclear UK & Ireland Limited)
Equity, Corporate Debt
ISRAEL
TECH
(Tel Aviv Stock Exchange Clearing House Ltd.)
Equity, Corporate Debt, Government Debt
ITALY
Monte Titoli S.p.A.
Equity, Corporate Debt, Government Debt
IVORY COAST
DC/BR
(Le Depositaire Central / Banque de Reglement)
Equity
JAMAICA
JCSD
(Jamaica Central Securities Depository)
Equity, Corporate Debt, Government Debt
JAPAN
JASDEC
(Japan Securities Depository Center, Incorporated)
Equity, Convertible Debt
 
BoJ
(Bank of Japan)
Registered Government Debt
JORDAN
SDC
(Securities Depository Center)
Equity, Corporate Debt
KAZAKHSTAN
CSD
(Central Securities Depository CJSC)
Equity
KENYA
CBCD
(Central Bank Central Depository)
Government Debt
 
CDSC
(Central Depository and Settlement Corporation Limited)
Equity, Corporate Debt
KUWAIT
KCC
(The Kuwait Clearing Company S.A.K.)
Equity, Corporate Debt
LATVIA
LCD
(Latvian Central Depository)
Equity, Corporate Debt, Government Debt
LEBANON
Midclear S.A.L.
(Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)
Equity
 
BDL
(Banque du Liban)
Government Debt
LITHUANIA
CSDL
(Central Securities Depository of Lithuania)
Equity, Corporate Debt, Government Debt
LUXEMBOURG
CBL
(Clearstream Banking, S.A.)
Equity
MALAYSIA
Bursa Depository
(Bursa Malaysia Depository Sdn Bhd)
Equity, Corporate Debt
 
BNM
(Bank Negara Malaysia)
Government Debt
MALTA
CSD
(The Central Securities Depository)
Equity, Corporate Debt, Government Debt
MAURITIUS
CDS
(Central Depository and Settlement Company Limited)
BOM
(Bank of Mauritius)
Equity, Corporate Debt
 
 
Government Debt
MEXICO
INDEVAL
(S.D. INDEVAL S.A. de C.V.)
Equity, Corporate Debt, Government Debt
MOROCCO
Maroclear
Equity, Corporate Debt, Government Debt
NETHERLANDS
Euroclear Nederland
Equity, Corporate Debt, Government Debt
NEW ZEALAND
NZCSD
(New Zealand Central Securities Depository)
Equity, Corporate Debt, Government Debt
NIGERIA
CSCS
(Central Securities Clearing System Limited)
Equity, Corporate Debt, Government Debt
NORWAY
VPS
(Verdipapirsentralen ASA)
Equity, Corporate Debt, Government Debt
OMAN
MDSRC
(The Muscat Depository and Securities Registration Company, S.A.O.C.)
Equity, Corporate Debt
PAKISTAN
CDC
(Central Depository Company of Pakistan Limited)
Equity, Corporate Debt
 
SBP
(State Bank of Pakistan)
Government Debt
PANAMA
LATINCLEAR
(Central Latinoamericana de Valores, S.A.)
Equity, Corporate Debt, Government Debt
PERU
CAVALI
(CAVALI ICLV S.A.)
Equity, Corporate Debt, Government Debt
PHILIPPINES
PDTC
(Philippine  Depository and Trust Corp.)
Equity, Corporate Debt
 
RoSS
(Register of Scripless Securities)
Government Debt
POLAND
NDS
(National Depository for Securities S.A.)
Equity, Long-Term Government Debt
 
RPW
(Registry of Securities)
Short-Term Government Debt
PORTUGAL
INTERBOLSA
(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)
Equity, Corporate Debt, Government Debt
QATAR
DSM
(Doha Securities Market)
Equity
ROMANIA
CD S.A.
(Central Depository S.A.)
Equity, Corporate Debt
 
NBR
(National Bank of Romania)
Government Debt
RUSSIA
VTB
(Vneshtorgbank)
Government Debt (Ministry of Finance Bonds)
 
NDC
(The National Depository Center)
Corporate Debt, Government Debt (GKOs/OFZs)
SAUDI ARABIA
Tadawul
Equity, Corporate Debt
 
SAMA
(Saudi Arabian Monetary Authority)
Government Debt
SERBIA
CSD
(Central Securities Depository and Clearing House for Serbia)
Equity, Corporate Debt, Government Debt
SINGAPORE
CDP
(The Central Depository (Pte) Limited)
Equity, Corporate Debt
 
MAS
(Monetary Authority of Singapore)
Government Debt
SLOVAK REPUBLIC
CDCP
(Centralny depozitar cennych papierov SR, a.s.)
Equity, Corporate Debt, Government Debt
 
NBS
(National Bank of Slovakia)
Government Debt
SLOVENIA
KDD
(Centralna klirinsko depotna druzba d.d.)
Equity, Corporate Debt, Government Debt
SOUTH AFRICA
Strate Central Securities Depository
(Strate Ltd.)
Equity, Corporate Debt, Government Debt
SOUTH KOREA
KSD
(Korea Securities Depository)
Equity, Corporate Debt, Government Debt
SPAIN
IBERCLEAR
(Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)
Equity, Corporate Debt, Government Debt
SRI LANKA
CDS
(Central Depository System (Private) Limited)
Equity, Corporate Debt
 
LankaSecure
Government Debt
SWEDEN
VPC
(Vardepapperscentralen AB)
Equity, Corporate Debt, Government Debt
SWITZERLAND
SIS
(SIS SegaInterSettle AG)
Equity, Corporate Debt, Government Debt
TAIWAN
TDCC
(Taiwan Depository and Clearing Corporation)
Equity, Corporate Debt, Government Debt
THAILAND
TSD
(Thailand Securities Depository Company Limited)
Equity, Corporate Debt, Government Debt
TUNISIA
STICODEVAM
(Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)
Equity, Corporate Debt, Government Debt
TURKEY
Central Registry Agency
(CRA)
Equity, Corporate Debt
 
CBoT
(Central Bank of Turkey)
Government Debt
UKRAINE
NBU
(National Bank of Ukraine)
Government Debt
 
MFS
(Interregional Securities Union)
Corporate Debt, Selected Equity
UNITED ARAB EMIRATES - DFM
DFM
(Dubai Financial Market)
Equity, Corporate Debt, Government Debt
UNITED ARAB EMIRATES - DIFX
DIFX
(Dubai International Financial Exchange)
Equity, Corporate Debt
UNITED ARAB EMIRATES - ADX
ADX
(Abu Dhabi Securities Exchange)
Equity, Corporate Debt, Government Debt
UNITED KINGDOM
Euroclear UK & Ireland
(Euroclear UK & Ireland Limited)
Equity, Corporate Debt, Government Debt
UNITED STATES
DTC
(The Depository Trust Company)
Equity, Corporate Debt
 
FRB
(Federal Reserve Bank)
Government Debt, Mortgage Back Debt
URUGUAY
BCU
(Banco Central del Uruguay)
Government Debt
VENEZUELA
BCV
(Banco Central de Venezuela)
Government Debt
 
CVV
(Caja Venezolana de Valores, S.A.)
Equity, Corporate Debt, Money Market
VIETNAM
VSD
(Vietnam Securities Depository)
Equity, Corporate Debt, Government Debt
ZAMBIA
CSD
(LuSE Central Shares Depository Limited)
Equity, Government Debt
 
BoZ
(Bank of Zambia)
Government Debt


FORM OF

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

WHEREAS, [Name of Fund] (the “Fund”), is a [State of Formation] [corporation/business trust] registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company that offers Class C shares; Class F-1 shares, Class F-2 shares (together, the “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 (collectively, the “Class R shares”); and Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and Class 529-F-1 shares (collectively, the “Class 529 shares”); and

WHEREAS, Capital Research and Management Company (the “Investment Adviser”), is a Delaware corporation registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies; and

WHEREAS, the Fund wishes to have the Investment Adviser arrange for and coordinate, monitor, oversee and assist with the provision of transfer agent and shareholder services (“transfer agent services”) and certain other administrative services (other than those provided pursuant to any other agreement with the Fund), including but not limited to recordkeeping, transactional services, tax information returns and reports, fund communication and shareholder communication (collectively “administrative services”) for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares; and

WHEREAS, the Investment Adviser is willing to perform or to cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares on the terms and conditions set forth herein; and

WHEREAS, the Fund and the Investment Adviser wish to enter into an Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares;

NOW, THEREFORE, the parties agree as follows:

1.            Services .  During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the transfer agent services and administrative services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties.  The Fund and Investment Adviser acknowledge that the Investment Adviser will contract with third parties, including American Funds Service Company (“AFS”), to perform such transfer agent services and administrative services.  In selecting third parties to perform transfer agent and administrative services, the Investment Adviser shall select only those third parties that the Investment Adviser reasonably believes have adequate facilities and personnel to diligently perform such services.  The Investment Adviser shall monitor, coordinate, oversee and assist with the activities performed by third parties with which it or AFS contracts to ensure shareholders receive high-quality service. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties.  These procedures may, but need not, include monitoring:  (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; (vi) to ensure compliance with the Fund prospectus; and (vii) with respect to Class 529 shares, compliance with the CollegeAmerica program description.

2.          Fees .

(a) Transfer Agent Fees.   In consideration of transfer agent services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares and Class R shares, the Fund shall pay the Investment Adviser transfer agent fees according to the fee schedule contained in the Shareholder Services Agreement, as amended from time to time, between the Fund and AFS.  No Transfer Agent Fees shall be paid in respect of accounts that are held in other than street name or a networked environment.  No fees shall be paid under this paragraph 2(a) for services provided by third parties other than AFS.  All fund-specific charges from third parties—including DST charges, postage, NSCC transaction charges and similar out-of-pocket expenses—will be passed through directly to the Fund.  Transfer agent fees shall be paid within 30 days after receipt of an invoice for transfer agent services performed the preceding month.

(b) Administrative Services Fees.   In consideration of administrative services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares, the Fund shall pay the Investment Adviser an administrative services fee (“administrative fee”).  For the Fund’s Class C shares, Class F-1 shares, Class F-2 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares and Class 529 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.15% of the average net assets of those shares.  For the Fund’s Class R-5 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.10% of the average net assets of the Class R-5 shares. For the Fund’s Class R-6 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.05% of the average net assets of the Class R-6 shares.   The administrative fee shall be paid within 30 days after receipt of an invoice for administrative services performed in the preceding month.

3.          Effective Date and Termination of Agreement .  This Agreement shall become effective on May 1, 2009, and unless terminated sooner it shall continue in effect until [Month] [Day], 2010.   It may thereafter be continued from year to year only with the approval of a majority of those [Directors/Trustees] of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to it (the “Independent [Directors/Trustees]”).  This Agreement may be terminated as to the Fund as a whole or any class of shares individually at any time by vote of a majority of the Independent [Directors/Trustees].  The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.

4.          Amendment .  This Agreement may not be amended to increase materially the fees payable under this Agreement unless such amendment is approved by the vote of a majority of the Independent [Directors/Trustees].

5.          Assignment .  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 the foregoing, the Investment Adviser is specifically authorized to contract with third parties for the provision of transfer agent, shareholder services, and administrative services on behalf of the Fund.

6.          Issuance of Series of Shares .  If the Fund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

7.          Choice of Law .  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.

8.           Limitation on Fees .   Notwithstanding the foregoing, the portion of the administrative fees payable under this Agreement retained by the Investment Adviser (after all permissible payments to AFS and third party service providers) will be limited to no more than 0.05% of average net assets per share class.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of [Month] [Day], 2009.
 
 
   
CAPITAL RESEARCH AND MANAGEMENT COMPANY
     
[NAME OF FUND]
By:
   
By:
 
 
Timothy D. Armour, President
   
[Name of Officer], [Title]
         
         
By:
   
By:
 
 
Michael J. Downer, Senior Vice President
   
[Name], Secretary
 
and Secretary
     

 
 
 
 
 
EXHIBIT A
to the
Administrative Services Agreement

Transfer Agent Services

The Investment Adviser or any third party with whom it may contract, including its affiliates (the Investment Adviser and any such third-party are collectively referred to as “Service Provider”), shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares, and shall provide such additional related services as the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares may from time to time require, all of which services are sometimes referred to herein as "shareholder services."

Administrative Services

1.            Record Maintenance

The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’s Class C shares, Class F shares, Class R shares and/or Class 529 shares in a Service Provider account (“Customers”) the following records:

a.           Number of Shares;

b.           Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;

c.           Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;

d.           Records of distributions and dividend payments; and

e.           Any transfers of shares.

2.            Shareholder Communications

Service Provider shall:

a.           Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related materials the names and addresses of all Customers.  The Fund-related materials shall consist of updated prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications.  In the alternative, the Service Provider may distribute the Fund-related materials to its Customers.

b.           Deliver current Fund prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements;

c.           Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of Class C shares, Class F shares, Class R shares and/or Class 529 shares of the Fund owned by such Customer and the net asset value of the Class C shares, Class F shares, Class R shares and/or Class 529 shares of the Fund as of a recent date;

d.           Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of Class C shares, Class F shares, Class R shares and/or Class 529 shares of the Fund;

e.           Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates;

f.           With respect to Class C and/or Class F shares of the Fund purchased by Customers after the effective date of this Agreement, provide average cost basis reporting to Customers to assist them in preparation of their income tax returns; and

g.           If the Service Provider accepts transactions in the Fund’s Class C shares, Class F shares and Class R shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide such shareholder communications as set forth in 2(a) through 2(f) to its own Customers.

3.            Transactional Services

The Service Provider shall communicate to its Customers, as to Class C shares, Class F shares, Class R shares and Class 529 shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers.  The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of Class C shares, Class F shares, Class R shares and Class 529 shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

4.            Tax Information Returns and Reports

The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting:  (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

5.            Fund Communications

The Service Provider shall, upon request by the Fund, on each business day, report the number of Class C shares, Class F shares, Class R shares and Class 529 shares on which the administrative fee is to be paid pursuant to this Agreement.  The Service Provider shall also provide the Fund with a monthly invoice.

6.            Coordination and Oversight of Service Providers

The Investment Adviser shall coordinate, monitor, oversee and assist with the activities performed by the Service Providers with which it contracts to ensure that the shareholders of the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares receive high-quality service.  The Investment Adviser shall also ensure that Service Providers deliver to Customers account statements and all Fund-related materials, including prospectuses, shareholder reports, and proxies.


 
 
 
AMERICAN FUNDS MONEY MARKET FUND

SHAREHOLDER SERVICES AGREEMENT


1.           The parties to this Agreement, which is effective as of [DATE], 2009, are American Funds Money Market Fund, a Delaware business trust (the “Fund”), and American Funds Service Company, a California corporation (“AFS”).  AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). This Agreement will continue in effect until amended or terminated in accordance with its terms.

2.           The Fund hereby employs AFS, and AFS hereby accepts such employment by the Fund, as its transfer agent.  In such capacity AFS will provide the services of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Fund may from time to time require, all of which services are sometimes referred to herein as “shareholder services.”  In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering (“AML”) Program of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.

3.           AFS has entered into substantially identical agreements with other investment companies for which CRMC serves as investment adviser.  (For the purposes of this Agreement, such investment companies, including the Fund, are called “participating investment companies.”)

4.           AFS has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient for the performance of the shareholder services referred to in paragraph 2.

5.           The Fund, together with the other participating companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders.  Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, or with Washington Management Corporation or any of its affiliated companies, to serve on the Review and Advisory Committee.

6.           AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:

Annual account maintenance fee (paid monthly):

Fee per account (annual rate)
Rate
Broker controlled account (networked and street)
$0.84
Full service account
$18.00

No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.

AFS will bill the Fund monthly, on or shortly after the first of each calendar month, and the Fund will pay AFS within five business days of such billing.

Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of trustees of the Fund.

7.           All fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable.  AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS' books and/or processing non-automated transactions.

8.           It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus.  AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members of the boards of directors/trustees of the Fund and all participating investment companies.

9.           This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Fund to be evidenced by affirmative vote of a majority of the members of the board of trustees of the Fund.

10.           This Agreement may be terminated on 180 days' written notice by either party.  In the event of a termination of this Agreement, AFS and the Fund will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Fund may select, it being understood that all records relating to the Fund and its shareholders are property of the Fund.

11.           In the event of a termination of this Agreement by the Fund, the Fund will pay to AFS as a termination fee the Fund's proportionate share of any costs of conversion of the Fund's shareholder service from AFS to a successor.  In the event of termination of this Agreement and all corresponding agreements with all the participating investment companies, all assets of AFS will be sold or otherwise converted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies.  To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair market value at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee.  After all assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC upon liquidation of AFS.  Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.

12.           In the event of disagreement between the Fund and AFS, or between the Fund and other participating investment companies as to any matter arising under this Agreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee for resolution.  If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, either party may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the original parties.  The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration.  The expenses of such arbitration shall be paid by the party electing to submit the question to arbitration.

13.           The obligations of the Fund under this Agreement are not binding upon any of the directors, trustees, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund itself.  AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Fund in respect to this Agreement and will not seek recourse against such directors, trustees, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.


AMERICAN FUNDS SERVICE COMPANY
AMERICAN FUNDS MONEY MARKET FUND
By
By
President
, President
 
and Principal Executive Officer
   
By
By
Secretary
, Secretary

 
 
 
 
INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between American Funds Money Market Fund, a Delaware statutory trust (the “Fund”), and the trustee of the Fund whose name is set forth on the signature page (the “Board Member”).

WHEREAS, the Board Member is a trustee of the Fund, and the Fund wishes the Board Member to continue to serve in that capacity; and

WHEREAS, the Agreement and Declaration of Trust of the Fund (the “Trust Instrument”) and By-Laws of the Fund and applicable federal and Delaware laws permit the Fund to contractually obligate itself to indemnify and hold the Board Member harmless to the fullest extent permitted by law;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below.  Certain capitalized terms used herein are defined in Section 5.

1.   Indemnification .   The Fund shall indemnify and hold harmless the Board Member against any liabilities or Expenses (collectively, “Liability”) actually and reasonably incurred by the Board Member in any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the Trust Instrument and By-Laws of the Fund and the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in force, subject to the provisions of paragraphs (a), (b) and (c) of this Section 1.  The Fund’s Board of Trustees shall take such actions as may be necessary to carry out the intent of these indemnification provisions and shall not amend the Fund’s Trust Instrument or By-laws to limit or eliminate the right to indemnification provided herein with respect to acts or omissions occurring prior to such amendment or repeal.

(a) Special Condition .  With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

(b) Special Process Condition .  With respect to Liability to the Fund or its shareholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the Board Member has not engaged in Disabling Conduct.   Such reasonable and fair means shall be established in conformity with then applicable federal and Delaware law and administrative interpretations.  In any determination with respect to Disabling Conduct, a trustee requesting indemnification who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, shall be afforded a rebuttable presumption that such trustee did not engage in such conduct while acting in his or her capacity as a trustee.

(c) State Law Restrictions .  In accordance with the Delaware Statutory Trust Act, the Board Member shall not be indemnified and held harmless pursuant to this Section 1 if the substantive and procedural standards for indemnification under such law have not been met.

2.   Advancement of Expenses .   The Fund shall promptly advance funds to the Board Member to cover any and all Expenses the Board Member incurs with respect to any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as such statutes are now or hereafter in force, subject to the provisions of paragraphs (a) and (b) of this Section 2.

(a) Affirmation of Conduct.   A request by the Board Member for advancement of funds pursuant to this Section 2 shall be accompanied by the Board Member’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable federal and Delaware law.

(b) Special Conditions to Advancement .  With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be entitled to advancements of Expenses pursuant to this Section 2 against any Liability to the Fund or its shareholders if (1) the Fund has obtained assurances to the extent required by applicable federal and Delaware law, such as by obtaining insurance or receiving collateral provided by the Board Member, to the reasonable satisfaction of the Board, that the advance will be repaid if the Board Member is found to have engaged in Disabling Conduct, or (2) the Board has a reasonable belief that the Board Member has not engaged in Disabling Conduct and ultimately will be entitled to indemnification.  In forming such a reasonable belief, the Board of Trustees shall act in conformity with then applicable federal and Delaware law and administrative interpretations, and shall afford a trustee requesting an advance who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such trustee did not engage in Disabling Conduct while acting in his or her capacity as a trustee.

3.   Procedure for Determination of Entitlement to Indemnification and Advancements .   A request by the Board Member for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Board Member.  The Secretary of the Fund shall promptly advise the Board of such request.

(a) Methods of Determination.   Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable federal and Delaware law.  The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination.  The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination.  Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.

(b ) Independent Counsel.   If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected.  The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion.  Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel.

If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.

The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

(c) Failure to Make Timely Determination.   If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.

(d) Payment Upon Determination of Entitlement.   If a determination is made pursuant to Section 1 or Section 2 (or is deemed to be made pursuant to paragraph (c) of this Section 3) that the Board Member is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Board Member shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information).  If such payment is not made when due, the Board Member shall be entitled to an adjudication in a court of competent jurisdiction of the Board Member’s entitlement to such indemnification or advancements.  The Board Member shall commence such proceeding seeking an adjudication within one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d).  In any such proceeding, the Fund shall be bound by the determination that the Board Member is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law.

(e) Appeal of Adverse Determination.   If a determination is made that the Board Member is not entitled to indemnification or advancements, the Board Member shall be entitled to an adjudication of such matter in any court of competent jurisdiction.  Alternatively, the Board Member, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association.  The Board Member shall commence such proceeding or arbitration within one year following the date on which the adverse determination is made.  Any such judicial proceeding or arbitration shall be conducted in all respect as a de novo trial or arbitration on the merits, and the Board Member shall not be prejudiced by reason of such adverse determination.

(f) Expenses of Appeal.   If the Board Member seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Board Member shall be entitled to recover from the Fund, and shall be indemnified by the Fund against, any and all Expenses actually and reasonably incurred by the Board Member in such judicial adjudication or arbitration, but only if the Board Member prevails therein.  If it shall be determined in such judicial adjudication or arbitration that the Board Member is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Board Member in connection with such judicial adjudication or arbitration shall be prorated as the court or arbitrator determines to be appropriate.

(g) Validity of Agreement .  In any judicial proceeding or arbitration commenced pursuant to this Section 3, the Fund shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Fund, and shall stipulate in any such court or before any such arbitrator that the Fund is bound by all the provisions of this Agreement.

4.   General Provisions.

(a) Non-Exclusive Rights .  The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled.  Notwithstanding the previous sentence, the indemnification provided for in this Agreement is in lieu of, and not in addition to, the indemnification set forth in the Trust Instrument.  The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(b) Continuation of Provisions .  This Agreement shall be binding upon all successors of the Fund, including without limitation any transferee of all or substantially all assets of the Fund and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Board Member’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives.  The provisions of this Agreement shall continue until the later of (1) ten years after the Board Member has ceased to provide any service to the Fund, and (2) the final termination of all Proceedings in respect of which the Board Member has asserted, is entitled to assert, or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Board Member pursuant to Section 3 relating thereto.  Unless required by applicable federal or Delaware law, no amendment of the Trust Instrument or By-Laws of the Fund shall limit or eliminate the right of the Board Member to indemnification and advancement of Expenses set forth in this Agreement with respect to acts or omissions occurring prior to such amendment or repeal.  In the event the Fund or any successor shall discontinue its operations within the term of this Agreement, adequate provision shall be made to honor the Fund’s obligations under this Agreement.

(c) Selection of Counsel .  Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement.  However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund.  If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

(d)   D&O Insurance .  For a period of at least six years after the Board Member has ceased to provide services to the Fund, the Fund shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Board Member to the maximum extent of the coverage provided to the active members of the Board of Trustees of the Fund.

(e) Subrogation .  In the event of any payment by the Fund pursuant to this Agreement, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Board Member, who shall, upon reasonable written request by the Fund and at the Fund’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Fund to enforce such rights.  Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Fund or the Board Member to proceed or collect against any insurers and to give such insurers any rights against the Fund under or with respect to this Agreement, including without limitation any right to be subrogated to the Board Member’s rights hereunder, unless otherwise expressly agreed to by the Fund in writing, and the obligation of such insurers to the Fund and the Board Member shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.

(f) Notice of Proceedings.   The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.

(g)   Notices.   All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party at the address specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, (2) by nationally recognized overnight courier service or (3) by tested electronic means.

(h)   Severability.   If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(i)   Modification and Waiver.   This Agreement supersedes any existing or prior agreement between the Fund and the Board Member pertaining to the subject matter of indemnification, advancement of Expenses and insurance.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives.  Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.

(j)   Headings.   The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(k)   Counterparts.   This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.

(l)   Applicable Law.   This Agreement shall be governed by and construed and enforce in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

5.   Definitions .  For purposes of this Agreement, the following terms shall have the following meanings:

(a)  “Board” means the board of trustees of the Fund, excluding those members of the board of trustees who are not eligible under applicable federal or Delaware law to participate in making a particular determination pursuant to Section 3 of this Agreement; provided, however, that if no two members of the Board of Trustees are eligible to participate, Board shall mean Independent Counsel.

(b)  “Disabling Conduct” shall be as defined in Section 1.

(c)  “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees,  retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,  investigating, or acting as a witness in a Proceeding.

(d)  “Final termination of a Proceeding” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending, from which no further right of appeal or review exists.

(e)  “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Fund or the Board Member in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder.  Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Fund or the Board Member in an action to determine the Board Member’s rights pursuant to this Agreement, regardless of when the Board Member’s act or failure to act occurred.

(f)  “Independent Board Member” shall mean a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

(g)  “Liability shall be as defined in Section 1.

(h)  “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, and shall also include any proceeding brought by the Board Member against the Fund.

(i)  The Board Member’s “service to the Fund” shall include without limitation the Board Member’s service as a trustee, officer, employee, agent or representative of the Fund, and his or her service at the request of the Fund as a director, trustee, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

Dated:                            




American Funds Money Market Fund
a Delaware Statutory Trust


 By:                                                                
 Name:                                                                
 Title:   Secretary                                                                 
Address for notices:
  333 South Hope Street                                                                 
Los Angeles, CA 90071-1447                                                                 




 
Name: «FirstName»   «LastName»                                                                            
Address for notices:
«Company»                                                                 
«PreferredAddress»                                                                 
«CityStZip»                                                                 
PAUL HASTINGS
 
Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street
Twenty-Fifth Floor
Los Angeles, CA 90071
telephone 213-683-6000
facsimile 213-627-0705
www.paulhastings.com
 
 
Atlanta
Beijing
Brussels
Chicago
Frankfurt
Hong Kong
London
Los Angeles
Milan
New York
Orange County
Palo Alto
Paris
San Diego
San Francisco
Shanghai
Tokyo
Washington, DC
 
 
 
 
 
March 26, 2009
 

 
American Funds Money Market Fund
333 South Hope Street
Los Angeles, California 90071

Ladies and Gentlemen:

We have acted as counsel to American Funds Money Market Fund, a Delaware statutory trust (the “Trust”), in connection with the Trust’s Registration Statement filed on Form N–1A with the Securities and Exchange Commission (the “Registration Statement”) relating to the issuance by the Trust of Class A, Class B, Class C, Class F-1, Class F-2, Class 529-A, Class 529-B, Class 529-C, Class 529-E, Class 529-F-1, Class 529-F-2, Class 529-F-3, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5 and Class R-6 shares (the “Shares”) of beneficial interest in the Trust.
 
In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.  We have based our opinion upon our review of the following records, documents and instruments:
 
(a)           the Trust’s Certificate of Trust as filed with the Delaware Secretary of State on February 4, 2009, certified to us by an officer of the Trust as being true and complete on the date hereof;
 
(b)           the Trust’s Agreement and Declaration of Trust, as amended and restated on March 18, 2009 (the “Trust Instrument”), certified to us by an officer of the Trust as being true and complete on the date hereof;
 
(c)           the By-laws of the Trust, certified to us by an officer of the Trust as being true and complete on the date hereof;
 
(d)           resolutions of the Trust’s Board of Trustees adopted on February 5, 2009 and March 18, 2009, authorizing the establishment of the Trust and the issuance of the Shares, certified to us by an officer of the Trust as being true and complete and in effect on the date hereof;
 
(e)           the Registration Statement;
 
(f)           a certificate of an officer of the Trust concerning certain factual matters relevant to this opinion; and
 
(g)           a certificate issued by the Delaware Secretary of State that the Trust is duly formed under the laws of the State of Delaware and is in good standing, dated as of March 25, 2009.
 
Our opinion below is limited to the statutory trust law of the State of Delaware.  We are not licensed to practice law in the State of Delaware, and we have based our opinion below solely on our review of Chapter 38 of Title 12 of the Delaware Code (the “Delaware Statutory Trust Act”) and the case law interpreting the Delaware Statutory Trust Act as reported in Delaware Laws Affecting Business Entities (Matthew Bender & Company, Inc., 2008 Spring Edition) as updated on Westlaw through March 25, 2009.  We have not undertaken a review of other Delaware law or of any administrative or court decisions in connection with rendering this opinion.  We disclaim any opinion as to any law other than the statutory trust law of the State of Delaware as described above, and we disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any federal, regional or local governmental authority.
 
Based on the foregoing and our examination of such questions of law as we have deemed necessary and appropriate for the purpose of this opinion, and assuming that (i) all of the Shares will be issued and sold for consideration at their net asset value on the date of their issuance in accordance with statements in the Registration Statement and in accordance with the Trust Instrument, (ii) all consideration for the Shares will be actually received by the Trust, and (iii) all applicable securities laws will be complied with, then it is our opinion that, when issued and sold by the Trust, the Shares will be legally issued, fully paid and nonassessable by the Trust.
 
This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit.  This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent.  We disclaim any obligation to advise you of any developments in areas covered by this opinion that occur after the date of this opinion.
 
We hereby consent to (i) the reference to our firm as Legal Counsel in the Registration Statement, and (ii) the filing of this opinion as an exhibit to the Registration Statement.
 
Very truly yours,

/s/Paul, Hastings, Janofsky & Walker LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the use in this Registration Statement on Form N-1A of our report dated March 24, 2009, relating to the statement of assets and liabilities of American Funds Money Market Fund, which appears in such Registration Statement.  We also consent to the references to us under the headings "Independent registered public accounting firm" and "Prospectuses, reports to shareholders and proxy statements" in such Registration Statement.


PricewaterhouseCoopers LLP
Los Angeles, California
March 27, 2009

  [logo – American Funds®]

The Fixed-Income Funds of the American Funds
333 South Hope Street
Los Angeles, California  90071-1406

Phone (213) 486 9200
Fax (213) 486 9455
Email ksv@capgroup.com

Kimberly S. Verdick
Secretary





March 17, 2009


Capital Research and Management Company
333 South Hope Street
Los Angeles, CA  90071

Re:
Investment Letter

Gentlemen:

American Funds Money Market Fund, a Delaware statutory trust (the “Fund”), hereby offers to sell to you 100,000 shares of its Class A shares of beneficial interest, no par value, at a price of $1.00 per share and 10,000 shares if each of its Class B, Class C, Class F-1, Class F-2, Class 529-A, Class 529-B, Class 529-C, Class 529-E, Class 529-F-1, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5 and Class R-6 shares of beneficial interest, no par value, at a price of $1.00 per share (the “Shares”) upon the following terms and conditions:

You agree to pay to the Fund the aggregate purchase price of $250,000 against delivery of a statement confirming the registration of the 250,000 Shares in your name.

You represent to the Fund that you are purchasing the Shares for your own account for investment purposes and not with the present intention of redeeming or reselling the Shares and that the purchase price of such Shares is in payment for an equity interest and does not represent a loan or temporary advance by you.

You understand that you are obligated to pay certain expenses incurred in connection with the organization of the Fund, as shall be reflected in an Investment Advisory and Service Agreement between you and the Fund.  You agree that you will not redeem any of the Shares while any portion of such organizational expenses has not been paid by you.


Very truly yours,

AMERICAN FUNDS MONEY MARKET FUND



By___________________________________
Kimberly S. Verdick

Confirmed and agreed to March 17, 2009



By___________________________________
Michael J. Downer
Senior Vice President and Secretary

PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS A SHARES


WHEREAS, American Funds Money Market Fund (the "Fund") is a Delaware statutory trust which offers shares of beneficial interest;

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class A shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.          Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.15% per annum of the average net assets of the Fund’s Class A shares.

Subject to the limit described above, the Fund shall pay or reimburse the Distributor  for amounts expended by the Distributor to finance any activity which is primarily intended to result in the sale of shares of the Fund including, but not limited to, payments to dealers, advertising, salaries and other expenses of the Distributor relating to selling or servicing efforts, expenses of organizing and conducting sales seminars, printing of prospectuses and reports for other than existing shareholders and preparation and distribution of advertising material and sales literature; provided, (i) that the Board of Trustees of the Fund shall have approved categories of expenses for which payment or reimbursement shall be made pursuant to this paragraph, and (ii) that reimbursement shall be made in accordance with the terms of the Distribution Agreement.

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.

4.          Termination of Plan . This Plan may be terminated as to the Fund’s Class A shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class A shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2009.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class A shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.          Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class A shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class A shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.             Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.             Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for a period of 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.

AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary
 
 
 
 
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS B SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class B shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.        Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.90% per annum of the average net assets of the Fund’s Class B shares.  Notwithstanding the foregoing, the Distributor will retain the Shareholder Servicing Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.  The categories of expenses are as follows:

a.  
Service Fees.   The Fund shall pay to the Distributor monthly in arrears a shareholder servicing fee (the “Shareholder Servicing Fee”) at the rate of 0.15% per annum on the Fund’s Class B shares outstanding for less than one year.  The Fund shall also pay to the Distributor quarterly a Shareholder Servicing Fee at the rate of 0.15% per annum on Class B shares that are outstanding for one year or more.  The Shareholder Servicing Fee is designed to compensate Distributor for paying Service Fees to broker-dealers with whom Distributor has an agreement.

 
b.
Distribution Fees.   The Fund shall pay to the Distributor monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan  “Allocation Schedule”, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the “Distribution Fee”), which shall accrue each day 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 Fund’s Class B shares outstanding on each day.
The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own.  The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.

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

 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion 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 Allocable Portion of the Distribution Fee;

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

 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after [DATE], 2009, or

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

 
(c)
in connection with a Complete Termination (as defined below) of this Plan by the Fund;

 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect to the Class B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;

 
(iv)
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class B shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class B shares of the Fund;

 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund 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)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class B shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class B shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class B shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class B shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class B shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that

 
(a)
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and

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

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

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class B shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class B shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in 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 terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class
B shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fee or other distribution expenses provided for in paragraph 1 hereof with respect to the Class B shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class B shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.

AMERICAN FUNDS MONEY
MARKET FUND



By                                                            
President and
Principal Executive Officer



By                                                            
Secretary
 
 
 
 
 
 
SCHEDULE A
to the
Plan of Distribution of
AMERICAN FUNDS MONEY MARKET FUND
relating to its Class B shares


ALLOCATION SCHEDULE


The following relates solely to Class B shares.

The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of 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 of each Fund.
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 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 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 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 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 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.
 
 
 
 
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS C SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class C shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

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

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

b.         Distribution Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan  “Allocation Schedule”, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) 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 Fund’s Class C shares outstanding on each day.  The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class C shares of the Fund.

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

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

 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion 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 Allocable Portion of the Distribution Fee;

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

 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority  (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after [DATE], 2009,

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

 
(c)
in connection with a Complete Termination (as defined below) of this Plan by the Fund;

 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;

 
(iv)
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class C shares of the Fund;

 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class C shares of the Fund 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)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class C shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class C shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class C shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class C shares of the 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 Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class C shares and every future 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 of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that

 
(a)
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and

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

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

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the 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 the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in 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 terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class C shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class C shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class C shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.

AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary
 
 
 
 
 
SCHEDULE A
to the
Plan of Distribution of
AMERICAN FUNDS MONEY MARKET FUND
relating to its Class C shares

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 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 of each Fund.

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 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 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 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 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.
 
 
 
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS F-1 SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class F-1 shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

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

The categories of expenses permitted 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 net assets of the Fund’s Class F-1 shares. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class F-1 shares of the Fund.  The Distribution Fee compensates the Distributor for providing distribution services in respect of Class F-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class F-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class F-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

a.       that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class F-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

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

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.

AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary
 
 
 
 
 
 
 
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS 529-A SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-A shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average net assets of the Fund’s Class 529-A shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .15%, and distribution fees (“Distribution Fees”) in an amount not to exceed .35%, each such percentage being per annum of the average net assets of the Fund’s Class 529-A shares. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-A shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-A shares of the Fund.

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-A shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-A shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-A shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-A shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-A shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.


AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary


 
 
 
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS 529-B SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and
 
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and
 
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-B shares; and
 
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
 
NOW, THEREFORE, the Fund adopts this Plan as follows:
 
1.       Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.90% per annum of the average net assets of the Fund’s Class 529-B shares.  Notwithstanding the foregoing, the Distributor will retain the Service Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.  The categories of expenses are as follows:
 
 
a.
Service Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of .15% per annum of the net asset value of the Fund’s Class 529-B shares outstanding on each day.  The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-B shares of the Fund.
 
 
b.
Distribution Fees.   The Fund shall pay to the Distributor monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan  (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of .75% per annum of the net asset value of the Fund’s Class 529-B shares outstanding on each day.  The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-B shares of the Fund.
 

The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own.  The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
 
Any agreement between the Fund and the Distributor relating to the Fund’s Class 529-B shares shall provide that:
 
 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion 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 Allocable Portion of the Distribution Fee;
 
 
(ii)
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-B shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:
 
 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after [DATE], 2009,
 
 
(b)
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
 
                      (c)  
in connection with a Complete Termination (as defined below) of this Plan by the Fund;
 
 
 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
 
 
(iv)
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-B shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-B shares of the Fund;
 
 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-B shares of the Fund 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)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-B shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-B shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-B shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-B shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-B shares and all Class B shares, the termination of the distribution plans relating to Class 529-B shares and Class B shares and principal underwriting agreements with respect to Class 529-B shares and Class B shares, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of all Class 529-B shares and all Class B shares of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-B shares, the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class 529-B shares or the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that
 
 
(a)
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
 
                       (b)  
such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.
 
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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
 
4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-B shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-B shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2009.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
 
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in 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 terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-B shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
 
 
b.
that such agreement shall terminate automatically in the event of its assignment.
 
6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-B shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-B shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.
 
8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
 
9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.

AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary



SCHEDULE A
to the
Plan of Distribution of
American Funds Money Market Fund

ALLOCATION SCHEDULE


The following relates solely to Class 529-B shares.
 
The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-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 529-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 529-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 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-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 of each Fund.
 
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 529-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 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 529-B SHARES
 
Class 529-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 529-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 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-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 determine 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 529-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 529-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 529-B shares of a Fund at the beginning of such calendar month
 
C=
The aggregate Net Asset Value of all Class 529-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 529-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 529-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 529-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 529-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 529-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 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 529-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 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.
 
 
 
 
 
 
 

PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS 529-C SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-C shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class 529-C shares.  The categories of expenses are as follows:

 
a.
Service Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of .25% per annum of the net asset value of the Fund’s Class 529-C shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-C shares of the Fund.

 
b.
Distribution Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan  (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of .75% per annum of the net asset value of the Fund’s Class 529-C shares outstanding on each day.  The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-C shares of the Fund.
The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own.  The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.

Any agreement between the Fund and the Distributor relating to the Fund’s Class 529-C shares shall provide that:

 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion 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 Allocable Portion of the Distribution Fee;

 
(ii)
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-C shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:

 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after [DATE], 2009,

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

 
(c)
in connection with a Complete Termination (as defined below) of this Plan by the Fund;

 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;

 
(iv)  notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-C shares of the Fund;

 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-C shares of the Fund 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)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-C shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-C shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-C shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-C shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-C shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-C shares and every future 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 529-C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that

(a)              the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and

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

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

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-C shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-C shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until October 31, 2009. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in 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 terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-C shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-C shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-C shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of March 19, 2009.


AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
Kristine M. Nishiyama
President and
Principal Executive Officer



By                                                            
Kimberly S. Verdick
Secretary




SCHEDULE A
to the
Plan of Distribution of
American Funds Money Market Fund

ALLOCATION SCHEDULE


The following relates solely to Class 529-C shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C 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 Class 529-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 Class 529-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 Class 529-C share of the Fund, other than a Commission Share (including, without limitation, any Class 529-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 of each Fund.

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 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 Class 529-C SHARES

Class 529-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 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 529-C 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 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C 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 determine 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 529-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 529-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 529-C shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class 529-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 529-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 529-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 529-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 529-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 529-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 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 529-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 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.
 
 
 
 
 
 
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS 529-E SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-E shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .75% per annum of the average net assets of the Fund’s Class 529-E shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average net assets of the Fund’s Class 529-E shares. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-E shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-E shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-E shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-E shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-E shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-E shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-E shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.


AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary
 
 
 
 
 
 
 
PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS 529-F-1 SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-F-1 shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average net assets of the Fund’s Class 529-F-1 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average net assets of the Fund’s Class 529-F-1 shares. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-F-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-F-1 shares of the Fund.  Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-F-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-F-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-F-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-F-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-F-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.


AMERICAN FUNDS MONEY
MARKET FUND

By                                                            
President and
Principal Executive Officer



By                                                            
Secretary
 
 
 
 
 
 
 
 

PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS R-1 SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-1 shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class R-1 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average net assets of the Fund’s Class R-1 shares. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.


AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary


 

PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS R-2 SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-2 shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class R-2 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average net assets of the Fund’s Class R-2 shares. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-2 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-2 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.


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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-2 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-2 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-2 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-2 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-2 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.


AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary

 
 
 

PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS R-3 SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-3 shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .75% per annum of the average net assets of the Fund’s Class R-3 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average net assets of the Fund’s Class R-3 shares. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-3 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-3 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-3 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-3 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-3 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-3 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-3 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.


AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary

 

PLAN OF DISTRIBUTION
of
AMERICAN FUNDS MONEY MARKET FUND
relating to its
CLASS R-4 SHARES


WHEREAS, American Funds Money Market Fund (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest; and

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

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-4 shares; and

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

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average net assets of the Fund’s Class R-4 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average net assets of the Fund’s Class R-4 shares. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-4 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-4 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.


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 Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person 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 or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-4 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-4 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

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

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-4 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

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

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-4 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-4 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this 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 of the Independent Trustees of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for 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 Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.


AMERICAN FUNDS MONEY
MARKET FUND


By                                                            
President and
Principal Executive Officer



By                                                            
Secretary



FORM OF

AMENDED AND RESTATED MULTIPLE CLASS PLAN


WHEREAS, [Name of Fund] (the “Fund”), a [State of Formation] [corporation/business trust], is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of [common stock/beneficial interest];

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

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

WHEREAS, the Fund has entered into an Administrative Services Agreement with Capital Research and Management Company under which the Fund may bear certain transfer agent and administrative expenses for certain classes of shares;

WHEREAS, the Fund is authorized to issue the following classes of shares of  [common stock/beneficial interest]: Class A shares, Class B shares, Class C shares, Class F-1 shares and Class F-2 shares (together, the “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 (collectively, the  “Class R shares”), as well as Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares (collectively, the “Class 529 shares”);

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

WHEREAS, the Board of [Directors/Trustees] of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Plan;

NOW THEREFORE, the Fund adopts the Plan as follows:

1.           Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund will relate to: (i) distribution, service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, (c) conversion features, and (d) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.

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

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

(c)           Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval by votes of the majority of both (i) the Board of [Directors/Trustees] of the Fund; and (ii) those [Directors/Trustees] of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) (“Independent [Directors/Trustees]”).

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

(a)                Class A shares

(i)              Class A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a contingent deferred sales charge (“CDSC”), and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

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

(b)               Class B shares

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

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

(iii)            Class B shares will automatically convert to Class A shares of the Fund approximately eight years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

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

(c)               Class C shares

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

(ii)             Class C shares shall be subject to an annual 12b-1 expense under the Fund’s Class C Plan of Distribution of 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such net assets.

(iii)             Class C shares shall be subject to an Administrative Services fee comprising transfer agent fees (according to the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus 0.15% of average net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.  In calculating transfer agent fees allocable to the Class C shares, the fees generated shall be charged to the Fund and allocated to the Class C shares based on their aggregate net assets relative to those of the Class A, Class B and Class 529 shares.  No transfer agent fees shall be charged for accounts held in other than street name or a networked environment.

(iv)             Class C shares will automatically convert to Class F-1 shares of the Fund approximately ten years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

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

 
(d)
The Class F shares consisting of Class F-1 shares and Class F-2 shares

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

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

(iii)              Class F-2 shares shall not be subject to an annual 12b-1 expense.

(iv)              The Class F shares shall be subject to an Administrative Services fee comprising transfer agent fees (according to the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus 0.15% of average net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement. The Class F shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by the Class F shares.  No transfer agent fees shall be charged for accounts held in other than street name or a networked environment.

 
(e)
The Class R shares consisting of 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

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

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

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

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

(v)              Class R-4 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-4 Plan of Distribution of up to 0.50% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such net assets.

(vi)              Class R-5 shares shall not be subject to an annual 12b-1 expense.

(vii)              Class R-6 shares shall not be subject to an annual 12b-1 expense.

(viii)             The Class R shares shall be subject to an Administrative Services fee comprising transfer agent fees (according to the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus 0.15% of average net assets for Class R-1 shares, Class R-2 shares, Class R-3 shares and Class R-4 shares, 0.10% of average net assets for Class R-5 shares and 0.05% of average net assets for Class R-6 shares, as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.   Each of the Class R share classes will pay only those transfer agent fees and third party pass-through fees ( e.g. , DST and NSCC fees) that are directly attributed to accounts of and activities generated by its own share class.

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

 
(f)
The 529 share classes consisting of Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares

(i)              The Class 529-A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a CDSC, and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

(ii)              The Class 529-B and Class 529-C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

(iii)              The Class 529-E and Class 529-F-1 shares shall be sold at net asset value without a front-end or back-end sales charge.

(iv)              Class 529-A shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-A Plan of Distribution of up to 0.50% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such net assets.

(v)              Class 529-B shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-B Plan of Distribution of 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such net assets.

(vi)              Class 529-C shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-C Plan of Distribution of 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such net assets.

(vii)             Class 529-E shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-E Plan of Distribution of up to 0.75% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-E shares Plan of Distribution. This expense shall consist of a distribution fee of 0.50% and a service fee of 0.25% of such net assets.

(viii)             Class 529-F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-F-1 Plan of Distribution of up to 0.50% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such net assets.

(ix)              The Class 529 shares shall be subject to an Administrative Services fee of 0.15% of average net assets for all 529 shares, as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.  In calculating transfer agent fees allocable to the Class 529 shares, the fees generated from maintaining these accounts (determined using the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) shall be allocated to the Class 529 shares based on their aggregate net assets relative to those of the Class A, Class B and Class C shares.  The fee thus determined shall be paid by CRMC from the Administrative Services Fee.

(x)              The Class 529 shares shall be subject to a Virginia Administrative Fee of 0.10% of average net assets payable to the Commonwealth of Virginia, as set forth in the Fund’s prospectus and SAI.

All other rights and privileges of Fund shareholders are identical regardless of which class of shares is held.

4.       This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of [Directors/Trustees] of the Fund and (ii) the Independent [Directors/Trustees].

5.       This Plan shall become effective with respect to any class of shares of the Fund, other than Class A, Class B, Class C, Class F-1, Class F-2, Class R-1, Class R-2, Class R-3,        Class R-4, Class R-5, Class R-6, Class 529-A, Class 529-B, Class 529-C, Class 529-E or Class 529-F-1 shares upon the commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Board of [Directors/Trustees] of the Fund; and (ii) Independent [Directors/Trustees] prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7.  An addendum setting forth such specific and different terms of such additional class or classes shall be attached to and made part of this Plan.

6.       No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of [Directors/Trustees] of the Fund and (ii) Independent [Directors/Trustees].

7.       This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of [Directors/Trustees] of the Fund and (ii) Independent [Directors/Trustees]. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as [Month] [Day], 2009.



[NAME OF FUND]


By:
 
 
[Name of Officer], [Title]
   
   
By:
 
 
[Name], Secretary

December 2008
 
The following is the Code of Ethics for The Capital Group Companies Inc., which includes Capital Research and Management Company (CRMC), the investment adviser to the American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc.  The Code of Ethics applies to all Capital Group associates.
 

 
The Capital Group Companies
Code of Ethics

Introduction

Associates of The Capital Group Companies are responsible for maintaining the highest ethical standards when conducting business. In keeping with these standards, all associates must keep in mind the importance of putting the interests of clients and fund shareholders first. Moreover, associates should adhere to the spirit as well as the letter of the law, and be vigilant in guarding against anything that could color their judgment.

Over the years, the Capital Group has earned a reputation for the utmost integrity. Regardless of lesser standards that may be followed through business or community custom, associates must observe exemplary standards of openness, integrity, honesty and trust.

Accordingly, the Capital Group has adopted certain standards for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate and timely disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules and regulations; 4) prompt internal reporting of violations of the Capital Group’s Code of Ethics; and 5) accountability for adherence to the Code of Ethics.

General Guidelines

Specific policies are discussed in further detail later; however, the following are general guidelines of which all Capital Group associates should be aware.

Protecting Non-Public/Confidential Information

It is a crime in the U.S. and many other countries to transact in a company’s securities while in possession of material non-public information about the company. Questions regarding received material information (typically from a company “insider”) should be directed to a member of the Legal staff.

Associates are responsible for safeguarding non-public information relating to securities recommendations and fund and client holdings ( e.g ., analyst research reports, investment meeting discussions/notes, and current fund/client transaction information). As such, associates should not trade based on the Capital Group’s confidential and proprietary investment information.

Other types of information ( e.g. , marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital Group).

Extravagant or Excessive Gifts and Entertainment

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with the Capital Group.

No Special Treatment from Brokers

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from stockbrokers may not be accepted. This rule applies to the associate’s spouse and any immediate family member residing in the same household.

No Excessive Trading of Capital Group-affiliated Funds

Associates should not engage in excessive trading of the American Funds or other Capital Group-managed investment vehicles worldwide in order to take advantage of short-term market movements.  Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse and any immediate family member residing in the same household.

Ban on Initial Public Offerings (IPOs)

Associates and immediate family members residing in the same household may not participate in IPOs. Exceptions are rarely granted; however, they will be considered on a case-by-case basis ( e.g. , where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

Outside Business Interests/Affiliations

Board of Directors/Advisory Board Member
Associates are discouraged from serving on the board of directors or advisory board of any public or private company (this rule does not apply to boards of Capital companies or funds, or where board service is a direct result of your responsibilities at Capital, such as with respect to portfolio companies of private equity funds managed by Capital). With the exception of non-profit and charitable organizations and the above-mentioned boards, approval must be received prior to serving on a board.

Material Business Ownership Interest and Affiliations
Material business ownership interests may give rise to potential conflicts of interest. Associates should disclose senior officer positions or ownership of at least 5% or more of public or private companies that are or potentially may do business with Capital or the American Funds. This reporting requirement also applies to the associate’s spouse and any immediate family member(s) residing in the same household.

Other Guidelines

Associates should not knowingly misrepresent, or cause others to misrepresent, facts about the Capital Group to fund or client shareholders, regulators or any other member of the public. Disclosure in reports and documents should be fair and accurate.
 
Reporting Requirements

Annual Certification of the Code of Ethics
 
All associates are required to certify at least annually that they have read and understand the Code of Ethics.

Reporting Violations

Associates are responsible for reporting violations of the Capital Group’s Code of Ethics, including: (1) fraud or illegal acts involving any aspect of the Capital Group’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund or client shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.

Associates may report confidentially to a manager/department head.  Associates may also contact:
 
Ø  
The CGC Audit Committee
 
 
Ø  
The CIL Audit Committee
 
 
Ø  
Any lawyer employed by the Capital Group organization
 

Failure to adhere to the Code of Ethics may result in disciplinary action, including termination.
 

Conflicts of Interest

Gifts and Entertainment Policy

A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept (or give) gifts worth more than US$100, or accept (or extend) excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. Business entertainment exceeding US$500 in value should not be accepted (or given) unless the associate receives permission from his/her manager and the Gifts and Entertainment Committee (GECO).

Gifts or entertainment extended by a Capital Group associate and approved by the associate’s manager for reimbursement by the Capital Group do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate’s manager. When giving a gift or extending entertainment on behalf of the Capital Group, it is important to keep in mind that extravagant or excessive gifts or entertainment may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials – especially those responsible for investing public funds.

Reporting

The limitations on accepting (or giving) gifts apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding US$50 and business entertainment in which an event exceeds US$75 (although it is recommended that associates report all gifts and entertainment).
 
Charitable Contributions

In soliciting donations from various people in the business community, associates must never allow the Capital Group’s present or anticipated business to be a factor.

Gifts and Entertainment Committee (GECO)

The Gifts and Entertainment Committee (GECO) oversees administration of and compliance with the Policy.

Political Contributions Policy
This policy applies to all associates and their spouses.

Making Political Contributions

Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest due to certain office holders’ ability to direct business to the Capital Group. Concerns may arise when contributions are made to persons currently holding, or candidates running for, a city, county or state treasurer position. As a result, associates should not make contributions to persons currently holding or running for these positions.

Associates are encouraged to seek guidance for contributions to other political offices. Some offices may have the power to influence the decision to choose a Capital Group company to manage public funds. Other offices may have the ability to influence the decision to choose the American Funds as an investment option for public funds.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest related issues as described above). Likewise, unless the associate is subject to the special “CollegeAmerica” requirements (described below), contributions to State Governor and State Representative positions, and state political parties are permissible.

Special Political Contribution Requirements – CollegeAmerica

Certain associates involved with "CollegeAmerica," the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia, will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any Political Action Committee (PAC) other than to the Investment Company Institute’s PAC (IMPAC).

Soliciting Political Contributions

In soliciting political contributions from various people in the business community, associates must never allow the Capital Group’s present or anticipated business relationships to be a factor.

Other Considerations

Please keep in mind that any political contributions associates make or solicit should be viewed as personal . Therefore, associates should not use the Capital Group’s letterhead for correspondence regarding these contributions, and associates should not hold fundraising events in the Capital Group’s offices.
 
Political Contributions Committee

The Political Contributions Committee oversees the administration of the Policy. The Committee evaluates questions relating to potential political contributions considering, among other things: 1) the associate’s relationship with the candidate, i.e., is the relationship a personal or business one and 2) the candidate's current or potential relationship with the Capital Group.

Insider Trading Policy

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital Group associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any Capital Group lawyer.

Personal Investing Policy
This policy applies only to “covered associates.”

Introduction

Certain associates may have access to confidential information that places them in a position of special trust. They are affiliated with a group of companies responsible for the management of over a trillion dollars belonging to mutual fund shareholders and other clients. Laws, ethics and the Capital Group’s policies place a responsibility on all associates to ensure that the highest standards of honesty and integrity are maintained at all times.

There are several rules that must be followed to avoid possible conflicts of interest in regards to personal investments. Keep in mind, however, that placing the interests of fund and client shareholders first is the core principle of the Capital Group’s policies and applies even if the matter is not covered by a specific provision.
 
The following is only a summary of the Capital Group’s Personal Investing Policy .

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee (PICO) may place limitations on the number of preclearances and/or transactions.

Covered Associates

 “Covered associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered associates include the associate’s spouse and other immediate family members ( e.g., children, siblings and parents) residing in the same household. Any reference to the requirements of covered associates in this document applies to these family members.

Additional rules apply to investment professionals:
 
 
“Investment professionals” include portfolio counselors/managers, investment counselors, investment analysts and research associates, certain investment specialists, trading associates, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.
 
Prohibited Transactions

The following transactions are prohibited:

Ø  
Initial Public Offering (IPO) investments
Exceptions are rarely granted; however, they will be considered on a case-by-case basis ( e.g., where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).
 
Ø  
Short selling of securities subject to preclearance
 
Ø  
Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
 
Ø  
Writing puts and calls on securities subject to preclearance

Reporting Requirements

Covered associates are required to report their securities accounts, holdings and transactions. Initial, quarterly, and annual disclosure forms will be made available for this purpose.

Preclearance of Securities Transactions
Certain transactions may be exempt from preclearance .

Before buying or selling securities, covered associates must check with the staff of PICO.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Standard Time.

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of investment professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term profits policies (see “Additional Policies Specific to Investment Professionals” below). Preclearance requests by investment professionals are subject to special review.

Additional Policies Specific to Investment Professionals

Disclosure of Personal and Professional Holdings (Cross-Holdings)

Portfolio counselors/managers, investment analysts and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also be required to disclose securities they hold personally that are within their research coverage or could be eligible for recommendation by the analyst professionally in the future in light of current research coverage areas. This disclosure will be reviewed by the staff of PICO and may also be reviewed by various Capital Group committees.
 
If disclosure has not already been made to PICO by including the information on a disclosure form, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. 1
In addition, portfolio counselors/managers, investment analysts and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).

Blackout Periods

Investment professionals may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies only to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment professional, the personal transaction may be reviewed by PICO to determine the appropriate action, if any.

Ban on Short-term Trading 2

Investment professionals are generally prohibited from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 calendar days. However, if a situation arises whereby the associate is attempting to take a tax loss, an exception may be made. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days.  Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.

Exchange Traded Funds (ETFs) and Index Funds

Investment professionals should preclear ETFs and index funds (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts, Publikumsfonds, etc.) except those based on certain indices.

Penalties for Violating the Policy

Covered associates may be subject to penalties for violating the Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual disclosure forms.

Personal Investing Committee

The Personal Investing Committee (PICO) oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.
*         *         *         *


 
1 This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.
 
2 Applies to securities subject to preclearance.
 
 
 
 
 
 
 
[Logo – American Funds®]
 
 
T he following is representative of the Code of Ethics in effect for each Fund:


CODE OF ETHICS


With respect to non-affiliated Board members and all other access persons to the extent that they are not covered by The Capital Group Companies, Inc. policies:


 
·
No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 
·
No Board member shall engage in excessive trading of shares of the fund or any other affiliated fund to take advantage of short-term market movements.

 
·
Each non-affiliated Board member shall report to the Secretary of the Fund not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Board member has effected during the quarter which the Board member then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.

 
·
For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reinvestment programs and transactions over which the Board member exercises no control.

*                  *                    *                   *

In addition, the Fund has adopted the following standards in accordance with the requirements of Form N-CSR adopted by the Securities and Exchange Commission pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 for the purpose of deterring wrongdoing and promoting:  1) honest and ethical conduct, including handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair, accurate, timely and understandable disclosure in reports and documents that a fund files with or submits to the Commission and in other public communications made by the fund; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and 5) accountability for adherence to the Code of Ethics.  These provisions shall apply to the principal executive officer or chief executive officer and treasurer (“Covered Officers”) of the Fund.
 

 
1.
It is the responsibility of Covered Officers to foster, by their words and actions, a corporate culture that encourages honest and ethical conduct, including the ethical resolution of, and appropriate disclosure of conflicts of interest.  Covered Officers should work to assure a working environment that is characterized by respect for law and compliance with applicable rules and regulations.

 
2.
Each Covered Officer must act in an honest and ethical manner while conducting the affairs of the Fund, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.  Duties of Covered Officers include:

 
·
Acting with integrity;
 
·
Adhering to a high standard of business ethics; and
 
·
Not using personal influence or personal relationships to improperly influence investment decisions or financial reporting whereby the Covered Officer would benefit personally to the detriment of the Fund.

 
3.
Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to, the Securities and Exchange Commission and in other public communications made by the Fund.

 
·
Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
 
·
Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Fund to others, including the Fund’s auditors, independent directors, governmental regulators and self-regulatory organizations.

 
4.
Any existing or potential violations of this Code of Ethics should be reported to The Capital Group Companies’ Personal Investing Committee.   The Personal Investing Committee is authorized to investigate any such violations and report their findings to the Chairman of the Audit Committee of the Fund.  The Chairman of the Audit Committee may report violations of the Code of Ethics to the Board or other appropriate entity including the Audit Committee, if he or she believes such a reporting is appropriate.  The Personal Investing Committee may also determine the appropriate sanction for any violations of this Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board.

 
5.
Application of this Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Audit Committee of the Fund.

 
6.
Material amendments to these provisions must be ratified by a majority vote of the Board.  As required by applicable rules, substantive amendments to the Code of Ethics must be filed or appropriately disclosed.
 
 
December 2005