Exhibit 23(m)(2)

                   RETIREMENT PLANNING FUNDS OF AMERICA, INC.
                            DISTRIBUTION EXPENSE PLAN
                   IN RESPECT TO GOVERNMENT MONEY MARKET FUND

     SECTION 1. Retirement Planning Funds of America, Inc. (the "Company")
pursuant to Rule 12b-1 (the "Rule") under the Investment Company Act of 1940
(the "Act") may act as the distributor of the shares of the Government Money
Market Fund (the "Fund") in accordance with the terms of this Distribution
Expense Plan (the "Plan").

     SECTION 2. Pursuant to a Distributing Agreement between the Company and
Venture Advisers, L.P. ("Venture"), Venture engages in the promotion and sale of
the shares of the Fund under the Distributing Agreement. Venture receives no
compensation for its services thereunder and pays the expenses of promoting and
selling the shares. Venture also acts as the investment adviser to the Fund
under an Investment Advisory Agreement with the Company. To the extent that any
advisory fees paid by the Company, which respect to the Fund, pursuant to the
Investment Advisory Agreement may be considered to be indirectly financing any
activity or expenses which is primarily intended to result in the sale of Fund
shares within the meaning of the Rule, the payment of such advisory fees is
authorized under this Plan.

     SECTION 3. While this Plan is in effect, the selection and nomination of
those directors of the Company who are not "interested persons" of the Company
shall be committed to the discretion of the directors who are not interested
persons then in office.

     SECTION 4. While this Plan is in effect, the Distributor shall furnish at
least quarterly to the Board of Directors of the Company, and the Directors
shall review, a written report of amounts expended for the promotion and sale of
the Fund's shares during the last calendar quarter and the purposes for which
such amounts were expended.

     SECTION 5. This Plan shall not take effect until it has been approved by a
majority of the Board of Directors of the Company and by a majority of the
Directors who are not interested persons of the Company and have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan ("Independent Directors"), by votes cast in person at a
meeting called for the purpose of voting on the Plan, and by a vote of a
majority of the outstanding voting securities of the Fund. Upon its effective
date, this Plan shall supersede all prior plans adopted in accordance with Rule
12b-1, with respect to the Fund. This Plan shall continue in effect for so long
as such continuance is specifically approved at least annually by a majority of
the Board of Directors and a majority of the Independent Directors, by votes
cast in person at a meeting called for the purpose of voting on such
continuance. This Plan may be terminated at any time by a vote of a majority of
the Independent Directors or by a vote of a majority of the outstanding voting
securities of the Fund. This Plan may not be amended to provide for any direct
payment by the Company of distribution expenses, or otherwise to materially
increase the amount to be spent by the Company for distribution




expenses, without the approval of a majority of the outstanding voting
securities of the Fund, and all material amendments to the Plan must be approved
by a majority of the Board of Directors and a majority of the Independent
Directors, by votes cast in person at a meeting called for the purpose of voting
on such amendment.

     SECTION 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by a vote of a majority of the Independent Directors or by a
vote of a majority of the outstanding voting securities of the Fund, on not more
than sixty days' notice to any other party to the agreement, and (b) that such
agreement shall terminate automatically in the event of its assignment.

     SECTION 7. The adoption of this Plan and the furnishing of any reports
pursuant to Section 4 shall not constitute any admission that any payments of
investment advisory fees and expenses made by the Company constitute
distribution expenses within the meaning of the Rule, or that any payments of
distribution expenses by the Distributor of the Fund's shares would constitute
the indirect payment of distribution expenses by the Company.

     SECTION 8. As used in this Plan, the terms "assignment," "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.

February 1, 1992