WASHINGTON MUTUAL INVESTORS FUND, INC.
ARTICLES SUPPLEMENTARY

The undersigned, Stephen Hartwell, whose mailing address is 1101 Vermont Avenue, N.W., Washington, DC 20005, Chairman of the above-named Corporation, does hereby file these Supplementary Articles to the Corporation's Articles of Incorporation.
FIRST: Article VI (a) and (b) of the Corporation's Articles of Incorporation, as amended, have been amended to read as follows:
(a) The total number of shares of stock of all classes and series which the Corporation has authority to issue is four billion (4,000,000,000) shares of capital stock (par value $1.00 per share), amounting in aggregate par value to four billion dollars ($4,000,000,000). All of the authorized shares of capital stock of the Corporation are classified as "common stock". The Board of Directors has further divided and reclassified the common stock of the Corporation into four classes of shares, designated Class A, Class B, Class C and Class F. The authorized shares of each such class of common stock shall consist of the sum of (x) the outstanding shares of that class and (y) one-fourth ($) of the authorized but unissued shares of all classes of common stock; PROVIDED HOWEVER, that in the event application of the above formula would result, at the time, in fractional shares of one or more classes, the number of authorized shares of each such class shall be rounded down to the nearest whole number of shares; and PROVIDED, FURTHER, that at all times the aggregate number of authorized Class A shares, Class B shares, Class C shares and Class F shares of common stock shall not exceed the authorized number of shares of common stock (I.E., 4,000,000,000 shares until changed by action of the Board of Directors in accordance with Section 2-208.1 of the Maryland General Corporation Law). The Board of Directors is hereby empowered to increase or decrease, from time to time, the total number of shares of capital stock or the number of shares of capital stock of any class or series that the Corporation shall have the authority to issue without any action by the shareholders.
(b) Except to the extent provided otherwise by the Articles of Incorporation, all classes of shares of the Corporation shall represent an equal proportionate interest in the assets of the Corporation (subject to the liabilities of the Corporation) and each share shall have identical preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption; PROVIDED HOWEVER, that notwithstanding anything in the Articles of Incorporation to the contrary:
(i) Each class of shares of the Corporation may be issued and sold subject to different sales loads or charges, whether initial, deferred or contingent, or any combination thereof, as may be established from time to time by the Board of Directors in accordance with the Investment Company Act of 1940 and applicable rules and regulations of self-regulatory organizations and as shall be set forth in the applicable prospectus for the shares;
(ii) Expenses, costs and charges which are determined by or under the supervision of the Board of Directors to be attributable to the shares of a particular class may be charged to that class and appropriately reflected in the net asset value of, or dividends payable on, the shares of that class;
(iii) Except as otherwise provided hereinafter, on the first Friday of the first calendar month following the expiration of a 96-month period commencing on the first day of the calendar month during which Class B shares were purchased by a holder thereof (if such Friday is not a business day, on the next succeeding business day), such shares (as well as a pro rata portion of any Class B shares purchased through the reinvestment of dividends or other distributions paid on all Class B shares held by such holder) shall automatically convert to Class A shares on the basis of the respective net asset values of the Class B shares and the Class A shares on the conversion date; PROVIDED HOWEVER, that the Board of Directors, in its sole discretion, may suspend the conversion of Class B shares if any conversion of such shares would constitute a taxable event under federal income tax law (in which case the holder of such Class B shares shall have the right to exchange from time to time any or all of such Class B shares held by such holder for Class A shares on the basis of the respective net asset values of the Class B shares and the Class A shares on the applicable exchange date and without the imposition of a sales charge or fee); and PROVIDED, FURTHER, that conversion (or exchange) of Class B shares represented by stock certificates shall be subject to tender of such certificates.
(iv) Except as otherwise provided hereinafter, on a business day no later than the fifteenth day of the first calendar month following the expiration of a 120-month period commencing on the first day of the calendar month during which Class C shares were purchased by a holder thereof, such shares (as well as a pro rata portion of any Class C shares purchased through the reinvestment of dividends or other distributions paid on all Class C shares held by such holder) shall automatically convert to Class F shares on the basis of the respective net asset values of the Class C shares and the Class F shares on the conversion date; provided, however, that the Board of Directors, in its sole discretion, may suspend the conversion of Class C shares if any conversion of such shares would constitute a taxable event under federal income tax law (in which case the holder of such Class C shares shall have the right to exchange from time to time any or all of such Class C shares held by such holder for Class F shares on the basis of the respective net asset values of the Class C shares and Class F shares on the applicable exchange date and without the imposition of a sales charge or fee); and PROVIDED, FURTHER, that conversion (or exchange) of Class C shares represented by stock certificates shall be subject to tender of such certificates; and
(v) Subject to the foregoing paragraph, each class of shares of the Corporation may have such different exchange rights as the Board of Directors shall provide in compliance with the Investment Company Act of 1940. SECOND: The aforesaid shares have been duly classified by the Board of Directors pursuant to authority and power contained in the Corporation's Articles of Incorporation. THIRD: The foregoing amendment to the Corporation's Articles of Incorporation does not increase the authorized capital stock of the Corporation. Prior to the amendment, the authorized number of Class A Shares was 3 billion (3,000,000,000), the authorized number of Class B shares was 1 billion (1,000,000,000), and there were no authorized Class C or Class F shares. FOURTH: The Corporation is registered as an open-end company under the Investment Company Act of 1940. IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its Chairman and attested by its Secretary on this 24th day of January, 2001.
WASHINGTON MUTUAL INVESTORS FUND, INC.
By:
Stephen Hartwell
Chairman of the Board
ATTEST:
By:
Howard L. Kitzmiller
Secretary
The undersigned, Chairman of the Board of Washington Mutual Investors Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary of which this certificate is made a part, hereby acknowledges in the name and on behalf of the Corporation the foregoing Articles Supplementary to be the corporate act of the Corporation and hereby certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

Stephen Hartwell

FORM OF SHARE CERTIFICATE
NUMBER SHARES
CUSIP CLASS
AMERICAN FUNDS

[Name of Fund]
This certifies that is the owner of Fully paid and non-assessable [Common Shares of Capital Stock][Shares of Beneficial Inerest], of the Class and number indicated above, of [Name of Fund], [each of the par value of One Tenth of One Cent][without par value], transferable on the books of the [Corporation][Trust] by the holder thereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent. (See reverse for certain abbreviations.) Witness, the facsimile signatures of duly authorized officers of the
[Corporation][Trust].

        Dated:
[signature]           [signature]
Secretary            President

COUNTERSIGNED
AMERICAN FUNDS SERVICE COMPANY
TRANSFER AGENT
BY:

THE ISSUER OF THE SHARES REPRESENTED BY THIS CERTIFICATE WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH CLASS AND SERIES INSOFAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS OR TRUSTEES TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES AND SERIES OF SHARES OF THE ISSUER. IF YOU WOULD LIKE A COPY OF THE FULL STATEMENT, PLEASE WRITE TO THE SECRETARY OF THE ISSUER OR ITS TRANSFER AGENT.
CLASS B AND SERIES B SHARES REDEEMED WITHIN SIX YEARS OF THEIR PURCHASE ARE SUBJECT TO A DEFERRED SALES CHARGE OF UP TO 5%. CLASS C AND SERIES C SHARES REDEEMED WITHIN ONE YEAR OF THEIR PURCHASE ARE SUBJECT TO A DEFERRED SALES CHARGE OF 1%. IN ADDITION, DURING THE MONTH FOLLOWING THE 96-MONTH PERIOD THAT BEGINS ON THE FIRST DAY OF THE MONTH IN WHICH CLASS B AND SERIES B SHARES ARE PURCHASED, SUCH SHARES (ALONG WITH SHARES OF THE SAME CLASS AND SERIES PURCHASED THROUGH REINVESTMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS ON SUCH SHARES) WILL AUTOMATICALLY CONVERT TO CLASS A SHARES (OR COMMON SHARES) ON THE BASIS OF THEN CURRENT RELATIVE NET ASSET VALUES PER SHARE. SIMILARLY, DURING THE MONTH FOLLOWING THE 120-MONTH PERIOD THAT BEGINS ON THE FIRST DAY OF THE MONTH IN WHICH CLASS C AND SERIES C SHARES ARE PURCHASED, SUCH SHARES (ALONG WITH SHARES OF THE SAME CLASS AND SERIES PURCHASED THROUGH REINVESTMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS ON SUCH SHARES) WILL AUTOMATICALLY CONVERT TO CLASS F SHARES (OR ALTERNATIVE COMMON SHARES, SERIES F) ON THE BASIS OF THEN CURRENT RELATIVE NET ASSET VALUES PER SHARE. THE ISSUER MAY SUSPEND SUCH

EXPLANATION OF ABBREVIATIONS

THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE REGISTRATION ON THE FACE OF THIS

CERTIFICATE, SHALL HAVE THE MEANINGS ASSIGNED BELOW:


ADM       - ADMINISTRATRIX      FBO              -  FOR THE BENEFIT OF       TTEE         -  TRUSTEE

             ADMINISTRATOR      GDN              -  GUARDIAN                 U/A          -  UNDER AGREEMENT

COM       -  COMMUNITY          JT TEN           -  JOINT TENANTS WITH       UDT          -  UNDERDECLARATION
PROP      PROPERTY                               RIGHT OF SURVIVORSHIP                    OF TRUST

CONS      - CONSERVATOR         JTWROS                                       UGMA/        -  UNIFORM GIFTS TO
CUST      - CUSTODIAN           LIFE TEN         -   LIFE TENANT             (STATE)      MINORS ACT IN EFFECT
DTD       - DATED               (STATE)/TOD      -  UNIFORM TRANSFER         UTMA/        IN THE STATE
                                                 ON DEATH                    (STATE)      INDICATED
                                                                                          -  UNIFORM TRANSFERS
                                                                                          TO MINORS ACT IN

EST       - ESTATE OF THE       TR               ACT IN EFFECT IN THE        U/W          EFFECT IN THE STATE
ET AL     ESTATE OF             TEN COM          STATE INDICATED                          INDICATED
EXEC      - AND OTHERS                           -  TRUST                                 -  LAST WILL AND
          - EXECUTOR                             -  TENANTS IN COMMON                     TESTAMENT UNDER LAST
                                                                                          WILL AND TESTAMENT OF
                                                                                          UNDER THE WILL OF

          - EXECUTRIX           -  TENANTS BY THE   ENTIRETIES                               OF THE WILL OF
          TEN ENT                                                                         NOTE:  ABBREVIATIONS REFER WHERE
APPROPRIATE TO THE SINGULAR OR PLURAL, MALE OR FEMALE.

OTHER ABBREVIATIONS MAY ALSO BE USED, INCLUDING U.S. POSTAL SERVICE TWO-LETTER STATE

ABBREVIATIONS.

REQUIREMENTS: THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND EXACTLY WITH THE NAME(S) WRITTEN ON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR. SIGNATURE(S) MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR," SUCH AS A BANK, SAVINGS ASSOCIATION OR CREDIT UNION THAT IS FEDERALLY INSURED OR A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. A NOTARY PUBLIC IS NOT AN ACCEPTABLE GUARANTOR.
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL, ASSIGN, AND TRANSFER SHARES OF THE ISSUER REPRESENTED BY THIS CERTIFICATE TO:

(PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE)AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ___________________________________________________ ATTORNEY TO TRANSFER THESE SHARES ON THE BOOKS OF THE ISSUER WITH FULL POWER OF SUBSTITUTION.

Figure Box 0
Figure Box 0
                                    SIGNATURE OF OWNER                   DATE



Figure Box 0
Figure Box 0
                              SIGNATURE OF CO-OWNER, IF ANY
DATE
IMPORTANT:  BEFORE SIGNING, PLEASE READ AND COMPLY WITH THE REQUIREMENTS

PRINTED ABOVE.
SIGNATURE(S) GUARANTEED BY:

EXHIBIT

E

FORM OF
[NAME OF FUND]

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT THIS PRINCIPAL UNDERWRITING AGREEMENT, between ______________ _______________________, a __________________ corporation/trust (the AFund@), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the ADistributor@).
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 four classes of shares of common stock/beneficial interest, designated as Class A shares, Class B shares, Class C shares, and Class F 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 Ashares of Fund@ or Ashares@ 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 24 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 a 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 (AProspectus@). 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 19 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 National Association of Securities Dealers, Inc. (NASD), as such requirements may from time to time exist.
11. The Distributor, as a 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 (ACDSC@) (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 A 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 10th business day of the following calendar month, the Distributor=s Allocable Portion (as defined below) of a fee (the ADistribution 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 ACommission 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 ADistribution 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 thereof) 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 shares, shall receive shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class F shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F shares (the "Class F Plan").
15. The Fund agrees to use its best efforts to maintain its registration as a diversified open-end management investment company under the 1940 Act.
16. 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.
17. 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.
18. 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.
19. 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 theDirectors/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 nondelivery 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.
20. (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) The NASD 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.
21. This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term Aassignment@ shall have the meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement, with respect to the Fund=s Class B shares, has been approved in accordance with Section 24 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 APurchase and Sale Agreement@ in order to raise funds to cover distribution expenditures, and such transfer will not cause a termination of this Agreement. If Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares to a third party, such transfer shall not cause a termination of this Agreement.
22. 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.
23. This Agreement shall become effective on March 15, 2001. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until March 31, 2001, 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.
24. 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 23. The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11, 12, 13 and 14, 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 _________, 2001.

By:                                                               By:

 Kevin G. Clifford
President    Chairman of the Board
By:                                                              By:

Michael J. Downer
Secretary     Secretary
    SCHEDULE A

TO THE
AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
ALLOCATION SCHEDULE The following relates solely to Class B shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of 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 Amended and Restated Principal Underwriting Agreement (the ADistribution 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. 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 selling agents in the same manner as Commission Shares and Free Shares are currently tracked in respect of selling agents not listed on Exhibit I, then Exhibit I shall be amended to delete such selling agent from Exhibit I so that Commission Shares and Free Shares sold by such selling agent will no longer be treated as Omnibus 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 (ANon-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 (ANon-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 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.

SCHEDULE B
TO THE
AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

ALLOCATION SCHEDULE The following relates solely to Class C shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares 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 Amended and Restated Principal Underwriting Agreement (the ADistribution 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 (AOmnibus 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 (ANon-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 (ANon-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

FORM OF
[FUND NAME]
ADMINISTRATIVE SERVICES AGREEMENT

WHEREAS, _______________ (the "Fund"), is a [Maryland corporation/Massachusetts 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 and Class F 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 and monitor 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 and Class F 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 and Class F 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 and Class F 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 has adequate facilities and personnel to diligently perform such services. The Investment Adviser shall monitor, coordinate and oversee the activities of the 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 record keeping system, (v) the accuracy and timeliness of financial and non-financial transactions, and
(vi) to ensure compliance with the Fund prospectus.
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 and Class F shares, the Fund shall pay the Investment Adviser transfer agent fees according to the fee schedule contained in the Shareholder Services Agreement between the Fund and AFS (a copy of which is attached hereto). 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. The Fund's Class C shares and Class F shares shall pay only those transfer agent fees that are attributed to accounts and activities generated by their respective classes. Such transfer agent fees shall be paid on or before the 10th day of each month 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 and Class F shares, the Fund shall pay the Investment Adviser an administrative services fee ("administrative fee"). Such administrative fee shall accrue daily and shall be calculated at the annual rate of 0.15% of the average net assets of the Fund's Class C shares and Class F shares. The administrative fee shall be paid on or before the 10th day of each month for administrative services performed in the preceding month.
3. Effective Date and Termination of Agreement. This Agreement shall become effective on March 15, 2001, and unless terminated sooner it shall continue in effect until _______________. 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's Class C and Class F shares 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 agency, 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of _____________, 2000.
CAPITAL RESEARCH AND
MANAGEMENT COMPANY [FUND]

EXHIBIT A

TO THE
ADMINISTRATIVE SERVICES AGREEMENT
TRANSFER AGENT SERVICES

The Investment Adviser or any third-party with whom it may contract, including American Funds Service Company (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 and Class F shares, and shall provide such additional related services as the Fund's Class C and Class F shares may from time to time require, all of which services are sometimes referred to herein as "shareholder services."
ADMINISTRATIVE SERVICES
2. 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 and/or Class F shares in a Service Provider account ("Customers") the following records:
0. Number of Shares;
a. 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;
b. Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;
c. Records of distributions and dividend payments;
d. Any transfers of shares; and
e. Overall control records.
2. Shareholder Communications Service Provider shall:
0. 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.
a. Deliver current Fund prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements;
b. Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of Class C and/or Class F shares of the Fund owned by such Customer and the net asset value of the Class C and/or Class F shares of the Fund as of a recent date;
c. Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of Class C and/or Class F shares of the Fund;
d. Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates; and
e. 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.
f. If the Service Provider clears transactions in Fund's Class C and/or Class F shares for any correspondent brokers or banks in an omnibus relationship, it will require each such correspondent 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 and Class F shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any correspondent brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any correspondent brokers or banks for beneficial owners holding through them, as to shares of Class C and Class F share of the Fund, mergers, splits and other reorganization activities, and require any correspondent 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 correspondent 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 and the number of Class F 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. Monitoring of Service Providers The Investment Adviser shall coordinate and monitor the activities of the Service Providers with which it contracts to ensure that Fund's Class C and Class F shareholders 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.

ATTACHMENT
TO
ADMINISTRATIVE SERVICES AGREEMENT
AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT

This Amendment to the Shareholder Services Agreement (the "Agreement") by and between American Funds Service Company (hereinafter "AFS") and AMCAP Fund, Inc. (hereinafter called the "Fund") is dated as of the first day of January 1998. WHEREAS, AFS and the Fund entered into the Agreement with regard to certain shareholder services to be performed by AFS; and WHEREAS, AFS and the Fund desire to amend said Agreement in the manner hereinafter set forth;
NOW THEREFORE, pursuant to Section 9 of the Agreement, AFS and the Fund hereby amend the Agreement in the following form:
1. Section 6 is amended to read as follows:
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):
$0.45 per month for each open account on AFS books or in Level 2 or 4 Networking ($5.40 per year).
$0.06 per month for each open account maintained in Street Name or Level 1 or 3 Networking ($0.72 per year).
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.
TRANSACTION FEES:
$2.70 per non-automated transaction
$0.20 per automated transaction
For this purpose, "transactions" shall include all types of transactions included in an "activity index" as reported to the Review and Advisory Committee at least annually. 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 directors/trustees of the Fund.
IN WITNESS THEREOF, AFS and the Fund have caused this Amendment to be executed by their duly authorized officers effective as of the date first written above.

FUND       AMERICAN FUNDS
SERVICE COMPANY
BY:                                                BY:

Name:                                            Name:

Title:                                              Title:

Date: Date:

March 5, 2001
Washington Mutual Investors Fund, Inc.
1101 Vermont Avenue, N.W.
Washington, D.C. 20005
Dear Sirs:
You have asked for our opinion with respect to the issuance of shares of Washington Mutual Investors Fund, Inc. (the "Fund") being registered pursuant to post-effective amendment No. 104 to the Fund's registration statement. We have examined and considered such information as we deemed relevant to this matter, including applicable provisions of the Maryland Statutes, the Fund's Articles of Incorporation, pertinent resolutions adopted by the Fund's directors, and the Fund's prospectus dated March 15, 2001. Based upon the foregoing, it is our opinion that the shares, when sold in compliance with the Fund's registration statement, will have been duly and validly authorized and issued as fully paid and non-assessable shares of the Fund.
We hereby consent to the use of this letter by the Fund in connection with its filing of post-effective amendment No. 104 to the Fund's registration statement on Form N. 1A.
Very truly yours,
THOMPSON, O'DONNELL, MARKHAM,
NORTON & HANNON

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form N-1A of our report dated May 31, 2000, relating to the financial statements and per-share data and ratios of Washington Mutual Investors Fund, Inc., which appears in such Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Independent Accountants", and "Prospectuses and Reports to Shareholders" in such Registration Statement. PricewaterhouseCoopers LLP
Los Angeles, California

FORM OF
NAME OF FUND]
AMENDED AND RESTATED
MULTIPLE CLASS PLAN
WHEREAS, _______________________ (the "Fund"), a _____________ corporation/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 payment and/or reimbursement to the Distributor for certain of its expenses incurred in connection with the Fund;
WHEREAS, the Fund is authorized to issue four classes of shares of common stock/beneficial interest, designated as Class A shares, Class B shares, Class C shares and Class F 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;
WHEREAS, the Board of Directors/Trustees of the Fund adopted a Multiple Class Plan on ______________; 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 amend and restate its Multiple Class Plan in recognition of it issuing additional classes of shares; NOW THEREFORE, the Fund adopts this 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; (iii) such differences relating to eligible investors 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; (iv) the designation of each class of shares; (v) conversion features; and (vi) exchange privileges.
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 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 0.25% [or 0.30% or 0.15%] 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 are 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% [or 0.90%] 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 are subject to a CDSC and maximum purchase limits as set forth in the Fund's prospectus and SAI.
f. 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 Class C Administrative Services Agreement. Class C shares will pay only those transfer agent fees that are attributed to accounts of and activities generated by the Class C shares.
(iv) Class C shares will automatically convert to Class F 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 (included within the transfer agency expense) for additional costs associated with tracking the age of each Class C share.
(d) Class F shares
(i) Class F shares shall be sold at net asset value without a front-end or back-end sales charge.
(ii) Class F shares shall be subject to an annual 12b-1 expense under the Fund's Class F Plan of Distribution of up to 0.50% of average net assets, as set forth in the Fund's prospectus, SAI, and Class F 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 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 Class F Administrative Services Agreement. Class F shares will pay only those transfer agent fees that are attributed to accounts of and activities generated by the Class F shares. All other rights and privileges of Fund shareholders are identical regardless of which class of shares are 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 or Class F 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 of ____________________. By

CODE OF ETHICS

The Board of Directors of Washington Mutual Investors Fund adopts a Code of Ethics intended to comply with the requirements of Rule 17j-1 under the Investment Company Act of 1940. The Code recognizes that the Fund's officers and access persons (with the exception of non-interested Directors) are covered by the Code of Ethics adopted by Washington Management Corporation with investment personnel and some access persons covered by the Code of Conduct of the Capital Group Companies, Inc. The Board of Directors of the Fund, after considering the limited nature of access of the non-interested Directors to current information with respect to security transactions being effected or considered on behalf of the Fund, adopts this Code of Ethics to specifically cover the non-interested Directors.
1. Portfolio Transaction Information Directors are regularly sent financial statements of the Fund, which include portfolio changes as well as a listing of the entire portfolio. In addition, special reports may periodically be sent to Directors or given to them at Board meetings, and discussions at Board meetings may include information regarding Fund portfolio transactions.
2. Transactions to be Reported Any securities transaction* which you know or should have known to have been made within a 15-day period of a transaction by the Fund in the same security or which you know or should have known was considered by the Fund or its Investment Adviser for purchase or sale by the Fund during such 15-day period should be reported. Any such reports are to be made on a confidential basis to the Fund's Corporate Secretary within 10 days after the end of each calendar quarter on a form which will be provided. We will review the reports and contact you in any instance where further inquiry or documentation appears advisable. So long as you are unaware of any transaction by the Fund or could not reasonably have been aware that the Adviser was considering a transaction during the 15-day period, no report need be filed. If you believe you should report a transaction, please request a form from the Corporate Secretary. *See paragraph #3, "Exempted Transactions"
3. Exempted Transactions The following security transactions are exempted from the reporting requirements of the Code:
A. Transactions in securities issued by the United States Government. B. Transactions in bankers' acceptances, bank certificates of deposit, commercial paper.
C. Transactions in shares of registered investment companies.
D. Transactions where the Director has no direct or indirect influence or control.
E. Transactions which are non-volitional on the part of the Director of the Fund (e.g. securities received as part of a stock dividend). F . Purchases which are part of an automatic dividend reinvestment plan.
4. Questions Any questions regarding this policy should be directed to the Fund's Corporate Secretary.
Effective September 21, 2000

FORM OF
CODE OF CONDUCT

All of us within the Capital organization are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must never allow our own interests to be placed ahead of our shareholders' and clients' interests.
Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of honesty and integrity.
REPORTING VIOLATIONS
If you know of any violation of our Code of Conduct, you have a responsibility to report it. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported.
You can report confidentially to:
- Your manager or department head
- CGC Audit Committee:
Wally Stern Chairman
Donnalisa Barnum
David Beevers
Jim Brown
Larry P. Clemmensen
Roberta Conroy
Bill Hurt (emeritus)
Sonny Kamm
Mike Kerr
Victor Kohn
John McLaughlin
Don O'Neal
Tom Rowland
John Smet
Antonio Vegezzi
Shaw Wagener
Kelly Webb
- Mike Downer or any other lawyer in the CGC Legal Group
- Don Wolfe of Deloitte & Touche LLP (CGC's auditors).

CGC GIFTS POLICY CONFLICTS OF INTEREST
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 gifts worth more than $100, excessive business entertainment, loans, or anything else involving personal gain from those who conduct business with the company. In addition, a business entertainment event exceeding $200 in value should not be accepted unless the associate receives permission from the Gifts Policy Committee.
REPORTING
Although the limitations on accepting gifts applies to ALL associates as described above, some associates will be asked to fill out quarterly reports. If you receive a reporting form, you must report any gift exceeding $50 (although it is recommended that you report ALL gifts received) and business entertainment in which an event exceeds $75.
GIFTS POLICY COMMITTEE
The Gifts Policy Committee oversees administration of and compliance with the Policy.
INSIDER TRADING
Antifraud provisions of the federal securities laws generally prohibit persons while in possession of material nonpublic 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 nonpublic information, the rules (and sanctions) in this area apply to all CGC associates and extend to activities both within and outside each associate's duties.
Although different standards may apply outside the U.S., CGC applies the same standard to all associates across all offices. Associates meeting with companies outside the U.S. should be aware that these companies may not be as sensitive to issues relating to material non-public information.
PERSONAL INVESTING POLICY
As an associate of the Capital Group companies, you may have access to confidential information. This places you in a position of special trust. You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics and our own policy place a heavy burden on all of us 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 personal securities transactions.
ALL ASSOCIATES
Information regarding proposed or partially completed plans by CGC companies to buy or sell specific securities must not be divulged to outsiders. Favors or preferential treatment from stockbrokers may not be accepted. Associates may not subscribe to ANY initial public offering (IPO). Generally, this prohibition applies to spouses of associates and any family member residing in the same household. However, an associate may request that the Personal Investing Committee consider granting an exception under special circumstances.
COVERED PERSONS
Associates who have access to investment information in connection with their regular duties are generally considered "covered persons." If you receive a quarterly personal securities transactions report form, you are a covered person. You will be provided a summary of CGC's Personal Investing Policy on a quarterly basis and a copy of the full policy annually. In addition, a copy of the Policy is always available on the CGC web home page.
Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate is trustee or custodian. A conflict may occur if you, a family member in the same household, a trust or custodianship for which you are trustee or custodian have a transaction in a security when the funds or client accounts are considering or concluding a transaction in the same security. Additional rules apply to "investment associates" including portfolio counselors/managers, research analysts, traders, portfolio control associates, and investment administration associates (see below).
PRE-CLEARANCE OF SECURITIES TRANSACTIONS Before buying or selling securities, covered persons must check with the staff of the Personal Investing Committee. (You will generally receive a response within one business day.) If you are granted permission to trade, you will generally be given until the close of the New York Stock Exchange to complete your transaction, although some transactions may be granted up to two trading days (including the day you call) to complete. If you have not executed your transaction within this period, you must again pre-clear your transaction. Covered associates must PROMPTLY submit quarterly reports of certain transactions. Transactions of securities (including fixed-income securities) or options (see below) must be precleared as described above and reported EXCEPT that the following types of transactions ONLY NEED TO BE REPORTED BUT NOT PRE-CLEARED:
g. options or futures on broad-based indices or currencies
h. gifts or bequests (either receiving or giving) of securities (note that sales of securities received as a gift MUST be both precleared and reported);
i. debt instruments rated "A" or above by at least one national rating service;
j. sales pursuant to tender offers; and
k. dividend reinvestment plan purchases (provided the purchase pursuant to such plan is made with dividend proceeds only).
In addition, THE FOLLOWING TRANSACTIONS NEITHER REQUIRE PRE-CLEARANCE NOR REPORTING:
g. open-end investment companies (mutual funds);
h. money market instruments with maturities of one year or less;
i. direct obligations of the U.S. Government;
j. bankers' acceptances, CDs or other commercial paper; and
k. commodities.
NOTE THAT INVESTMENTS IN PRIVATE PLACEMENTS AND VENTURE CAPITAL PARTNERSHIPS MUST BE PRE-CLEARED AND REPORTED AND ARE SUBJECT TO SPECIAL REVIEW. YOU WILL RECEIVE REPORTING FORMS EACH QUARTER WHICH ARE DUE NO LATER THAN 10 DAYS AFTER THE END OF THE QUARTER.
PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT. AS SUCH, LIMITATIONS MAY BE PLACED ON THE NUMBER OF PRE-CLEARANCES AND/OR TRANSACTIONS AS DEEMED APPROPRIATE BY THE PERSONAL INVESTING COMMITTEE. BROKERAGE ACCOUNTS
Covered persons should inform their stockbrokers that they are employed by an investment adviser, trust company or affiliate of either. U.S. brokers are subject to certain rules designed to prevent favoritism toward such accounts. Associates may not accept negotiated commission rates which they believe may be more favorable than the broker grants to accounts with similar characteristics. In addition, covered persons must direct their brokers to send duplicate confirmations and copies of all periodic statements on a timely basis to The Legal Group of The Capital Group Companies, Inc., ALL DOCUMENTS RECEIVED ARE
CONSIDERED TO BE CONFIDENTIAL./1/
DISCLOSURE OF ACCOUNTS THAT COULD HOLD SECURITIES SUBJECT TO PRE-CLEARANCE OR REPORTING <UNDEF> Associates are not required to provide duplicate statements for accounts that only hold securities that are not subject to pre-clearance or reporting (E.G., mutual funds, U.S. Government securities, money market instruments, etc.). However, if the accounts could hold securities subject to the policy, the existence of these accounts (including the name of the brokerage firm or bank and the date the accounts were established) must be disclosed. If extraneous sensitive information is included on an associate's statements (E.G., checking account information), the associate might want to establish a separate account solely for cash holdings and cash-related transactions. The existence of this type of account would not need to be disclosed.
DISCRETIONARY ACCOUNTS Transactions and holdings in accounts over which an associate has turned over complete investment discretion to a third party (I.E. broker, money manager, or financial advisor) are not subject to pre-clearance or reporting requirements. You must disclose the existence of this account to the staff of the Personal Investing Committee (and you MUST have a signed exemption memo on file with the staff of the Personal Investing Committee regarding this account). In addition, investment associates should note that to the extent that securities are held personally in discretionary accounts and held professionally or are within an analyst's research responsibility, holdings SHOULD BE INCLUDED on the appropriate form (see "Disclosure of Ownership of Certain Securities" below).
ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS Covered persons will be required to disclose all personal securities holdings upon commencement of employment (or upon becoming a covered person) and thereafter on an annual basis. Reporting forms will be supplied for this purpose.
/1/ Information about particular transactions may be provided to an associate's supervisor or appropriate human resources manager by Personal Investing Committee staff where the transactions are in violation of the Policy, may impact the associate's job performance, or raise other conflict of interest-related issues.

ANNUAL RECERTIFICATION
All access persons will be required to certify annually that they have read and understood the Personal Investing Policy and recognize that they are subject thereto.

ADDITIONAL RULES FOR INVESTMENT ASSOCIATES DISCLOSURE OF OWNERSHIP OF CERTAIN SECURITIES Ownership of securities that are held professionally as well as personally will be reviewed on a periodic basis by the staff of the Personal Investing Committee and may also be reviewed by the applicable Management Committee and/or Investment Committee or Subcommittee. In addition, to the extent that disclosure has not already been made to the staff of the Personal Investing Committee, any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns should FIRST disclose such ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation./2/

BLACKOUT PERIOD
Investment associates 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 that is managed by the company(ies) with which the individual has investment responsibility transacts in that security. If a fund or client account transaction takes place in the seven calendar days following a precleared purchase by an investment associate, the transaction will be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Committee may recommend that the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.

BAN ON SHORT-TERM TRADING PROFITS
Investment associates are prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days.
THIS RESTRICTION APPLIES TO THE PURCHASE OF AN OPTION AND THE EXERCISE OF THE OPTION WITHIN 60 DAYS.
SERVICE AS A DIRECTOR
All investment associates must obtain prior authorization of the Investment Committee or Investment Sub-Committee of the appropriate management company or CGC committee before serving on the boards of directors of publicly traded companies. Also, prior to serving on the board of a private company investment personnel must notify the LAO Legal Group; in certain circumstances these matters may be referred to the appropriate management or investment committee for approval.
/2/ Note that this disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines.
In addition, other CGC associates should notify the LAO Legal Group, prior to serving on the board of a public or private company.

PERSONAL INVESTING COMMITTEE
Any questions or hardships that result from these policies or requests for exceptions should be referred to CGC's Personal Investing Committee by calling the Personal Investing Committee staff.

WMC/WIA CODE OF ETHICS

ALL OF US ARE RESPONSIBLE FOR MAINTAINING THE VERY HIGHEST ETHICAL STANDARDS WHEN CONDUCTING BUSINESS. IN KEEPING WITH THESE STANDARDS, WE MUST NEVER ALLOW OUR OWN INTERESTS TO BE PLACED AHEAD OF OUR SHAREHOLDERS' INTERESTS. WE MUST OBSERVE EXEMPLARY STANDARDS OF HONESTY AND INTEGRITY. IF YOU HAVE TROUBLE INTERPRETING LAWS OR REGULATIONS PERTAINING TO THIS CODE, ASK THE WMC/WIA COMPLIANCE OFFICER, HOWARD KITZMILLER, FOR ADVICE (202) 842-5668.

CONFLICTS OF INTEREST
A conflict of interest occurs when your private interests interfere or could potentially interfere with your responsibilities at work. You must not place yourself or your employer in a position of actual or potential conflict. You may not accept gifts worth more than $100, or business entertainment exceeding $200 in value, from those who conduct business with the Investment Companies. You should not take inappropriate advantage of your position, and you may not accept favors or preferential treatment from stockbrokers.
INSIDER TRADING
Antifraud provisions of the federal securities laws generally prohibit persons while in possession of material nonpublic 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.
Section 204 of The Investment Advisers Act of 1940 requires an investment adviser to establish, maintain and enforce written policies and procedures to prevent the misuse, in violation of law, rules or regulations, of material nonpublic information (i.e., "insider trading"). While those most likely to come in contact with material nonpublic information are persons involved in researching and selecting investments, the restrictions (and sanctions) on use of such information apply to all persons reporting under this Code of Ethics. Accordingly, the Boards of Directors of Washington Investment Advisers, Inc. and Washington Management Corporation have approved an Insider Trading Policy Statement, dated July 19, 1994, and supplied to each person reporting under this Code of Ethics. Because this is a complex area of the law, you should read and retain said Policy Statement. Any questions concerning it should be addressed to the WMC/WIA compliance officer.
This Insider Trading Policy Statement is in addition to, and does not affect the applicability of, any similar statement pertaining to persons who are also employees of Johnston, Lemon & Co. Incorporated.

PERSONAL SECURITIES TRANSACTIONS
As an Officer and/or Director and/or employee of Washington Management Corporation (WMC), or Washington Investment Advisers, Inc. (WIA) (the Companies) or as an employee of Johnston, Lemon & Co. Incorporated (J/L) who may directly, or indirectly, assist such individuals of such Companies, you may from time to time have access to confidential information regarding The American Funds Tax-Exempt Series I (AFTES-I), The Growth Fund of Washington, Inc. (GFW) and Washington Mutual Investors Fund, Inc. (WMIF) (the Investment Companies). As an "access person" this places you in a position of special trust.
You must not divulge information to personnel of Johnston, Lemon & Co. Incorporated or to outsiders concerning either proposed or partially completed programs of the Funds to buy or sell particular securities. Lists of securities in the Funds' portfolios are considered confidential until released in public reports.
The Investment Companies are responsible for the management of substantial assets belonging to thousands of shareholders. Both ethics and the law place a heavy burden on you to ensure that the highest standards of integrity be maintained at all times. To avoid any possible conflict of interest in carrying out your responsibilities to such shareholders, you are bound by this Code of Ethics.
There are several rules that must be followed to avoid possible conflicts of interest in personal securities transactions.
You may not subscribe to (i) any, initial public offering or (ii) any other securities offerings that are subject to allocation (so-called "hot issues"). Also, persons subject to this Code of Ethics shall not offer, grant or allot any securities, including initial public offerings, to any director, trustee or advisory board member or an affiliated person thereof, of a fund served by Washington Management Corporation as business manager or Washington Investment Advisers, Inc. as investment adviser, except on the same terms as such securities are made available to other comparable clients in the ordinary course of business.
You may not participate in private securities offerings without advance written approval of the WMC/WIA compliance officer.
ACCESS PERSONS
Those who have access to investment information in connection with their regular duties are generally considered "access persons." If you receive an initial holdings or annual holdings report form, you are an access person. When you become an access person, you must, within 10 days complete an initial holdings report. (See "Reporting" below.) Access persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the mutual funds. This policy also includes securities transactions of their immediate family members (for example, a spouse, children and parents) residing in the access person's household and any account (for example, a family trust) over which the access person (or immediate family member) exercises investment discretion or control.

Additional rules apply to "investment personnel" including portfolio counselors/managers, research analysts, traders, investment administration personnel, and fund officers (see below).
PRE-CLEARANCE OF SECURITIES TRANSACTIONS You must pre-clear, according to established procedures, all personal transactions involving any stocks, options or convertible bonds but excluding securities not required under this Code to be reported (see "Reporting" below.). You must also pre-clear all purchases in an underwriting of any municipal bonds of entities in Maryland, Virginia, the District of Columbia, Puerto Rico, Guam or the Virgin Islands and the sale of any bonds issued in those jurisdictions unless they are rated A or above by a national rating service.
Any authorization to engage in securities transactions in public companies obtained through the pre-clearance process for stocks not on the WMIF Eligible List shall be good for five trading days unless sooner revoked. Clearance for Eligible List Stocks, when given, is ordinarily for one or two days only. Permission to engage in private securities offerings, where granted, is not subject to such time limit but re-approval should be sought should circumstances change (e.g. modification of the terms of the offering).
BROKERAGE ACCOUNTS
You shall not maintain any brokerage accounts with any other broker/dealer except Johnston, Lemon & Co. Incorporated, without written approval of the WMC/WIA compliance officer. You and your immediate family members (for example, a spouse, children and parents) residing in your household and any account over which you (or immediate family members) exercises investment discretion or control shall direct your broker to provide duplicate confirmations to the WMC/WIA compliance officer on a timely basis.
ANNUAL RECERTIFICATION
All access persons will be required to certify annually that they have read and understood the Code of Ethics and the Insider Trading Policy Statement and recognize that they are subject thereto. They will also be required to certify annually that they have complied with this Code and have disclosed or reported all personal securities transactions and holdings required to be disclosed or reported. Forms will be supplied for this purpose.
ADDITIONAL RULES FOR INVESTMENT PERSONNEL DISCLOSURE OF OWNERSHIP OF RECOMMENDED SECURITIES -- Any person in a position to recommend the purchase or sale of securities by The Growth Fund of Washington must not recommend securities personally owned without first disclosing their personal ownership to the Portfolio Manager and Compliance Officer.
BLACKOUT PERIOD -- Portfolio counselors/managers and research analysts may not buy or sell a security within at least seven calendar days before and after A FUND ACCOUNT THAT HE MANAGES transacts in that security. Profits resulting from transactions occurring within this time period are subject to disgorgement.
SERVICE AS A DIRECTOR -- Investment personnel must obtain prior authorization of the WMC or WIA Board of Directors BEFORE SERVING ON THE BOARD OF DIRECTORS
OF PUBLICLY TRADED COMPANIES.
REPORTING
When a person first becomes subject to this Code of Ethics, he or she must submit, within 10 days, an initial report of all securities holdings (excluding Johnston, Lemon stock, mutual funds, money market investments, commodities, and direct obligations of the U.S. government), including holdings of immediate family members residing in their household and any account over which he or she or such immediate family member exercise investment discretion or control. Thereaf t er, persons subject to this Code of Ethics are required to furnish duplicate confirmations of all their securities transactions (excluding Johnston, Lemon stock, mutual funds money market instruments, commodities, direct obligations of the U.S., purchases through dividend reinvestment plans, transactions through systematic investment plans and corporate activities that are nonvolitional on the part of the investor, such as mergers, stock splits and tender offers.), including those of immediate family members residing in their household and any account over which they or such immediate family member exercise investment discretion or control.It is required that any new brokerage account subject to the Code have duplicate confirmation statements sent to the WMC/WIA compliance officer. For any reportable transaction for which a confirmation is not produced (including receipt of a security by gift or inheritance) such transaction should be reported promptly to the WMC/WIA compliance officer via the "Gift/Inheritance/Other Transaction Reporting Form." Annually, all persons subject to this Code are required to report their holdings as of December 31. This report, which must be submitted by January 30th 20 each year, also must include holdings of immediate family members and is subject to the same exclusions as the initial holdings report, discussed above.
Forms for all of these reports will be provided at each reporting period. Any material violation of this Code for which the compliance officer recommends the imposition of sanction shall be referred to the Board of Directors of Washington Management Corporation or of Washington Investment Advisers, Inc., as appropriate, for resolution.
BOARD OF DIRECTORS/TRUSTEES OF THE INVESTMENT COMPANIES Approval of the Code of Ethics and Amendments to it <UNDEF> The Boards of Directors/Trustees of the Investment Companies will be asked to approve the Code initially and any material amendments to it. A material amendment to the Code must be approved no later than six months after its adoption by WMC/WIA. The Directors/Trustees of the Investment Companies must receive a certification from WMC/WIA that procedures reasonably necessary to prevent access persons from violating the Code have been adopted. WMC/WIA will furnish to the Directors/Trustees a written report annually that discusses any issues arising under the Code since the last report to the Directors/Trustees. This report will also include information about material violations of the Code or of our procedures and any sanctions imposed as a result of these violations. Adopted December 27, 2000