Phoenix California Tax Exempt Bonds Inc Sample Contracts

SECOND AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT SECOND AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 28th, 2006 • Phoenix Ca Tax-Exempt Bond Fund

THIS SECOND AMENDMENT is made by and between the undersigned entities (hereinafter singularly referred to as a "Fund" and collectively referred to as the "Phoenix Funds" or "Funds"), and Phoenix Equity Planning Corporation (hereinafter referred to as the "Transfer Agent") and amends the Transfer Agency and Service Agreement dated as of June 1, 1994, and amended by a First Amendment dated February 28, 2004 (the "Agreement"), pursuant to which the Transfer Agent has agreed to provide certain transfer agent and related services to the Funds.

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Exhibit h.9
Expense Limitation Agreement • July 28th, 2006 • Phoenix Ca Tax-Exempt Bond Fund • Delaware
EXHIBIT d.1 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2003 • Phoenix Goodwin California Tax Exempt Bond Fund • Connecticut
Exhibit e.2
Sales Agreement • August 26th, 2005 • Phoenix Goodwin California Tax Exempt Bond Fund • Connecticut
EXHIBIT h.6 THIRD AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT
Financial Agent Agreement • August 25th, 2003 • Phoenix Goodwin California Tax Exempt Bond Fund
Exhibit 15.2 First Amendment to Distribution Plan (Class A Shares)
Distribution Plan • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc

The Fund and Phoenix Equity Planning Corporation ("PEPCO" or the "Distributor") have entered into an Underwriting Agreement pursuant to which the Distributor has and continues to act as principal underwriter of Class A shares of the Fund (the "Class A Shares") for sale to the public. The Directors of the Fund have adopted a Distribution Plan dated May 14, 1993 (the "Plan"), in accordance with the requirements of the Investment Company Act of 1940, as amended (the "Act"). The Directors of the Fund have ratified the issuance of Class B shares of the Fund and, in connection therewith adopted a Distribution Plan in accordance with the Act with respect to such shares. In order to clarify and confirm the expenses and fees to be incurred by Class A shareholders in accordance with the Plan, the Fund hereby adopts the following modifications to the Plan.

Exhibit 5.1
Investment Advisory Agreement • April 10th, 1997 • Phoenix California Tax Exempt Bonds Inc • Maryland
AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • September 26th, 2008 • Phoenix Ca Tax-Exempt Bond Fund • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 31 st day of May, 2007, by and between Phoenix Opportunities Trust a Delaware statutory trust (the “Acquiring Trust”), with its principal place of business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the Phoenix CA Tax-Exempt Bond Fund (the “Acquiring Fund”), a separate series of the Acquiring Trust, and Phoenix CA Tax-Exempt Bond Fund, a Delaware statutory trust (the “Acquired Fund”).

Exhibit 6.1 Underwriting Agreement (Class A Shares)
Underwriting Agreement • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc
Exhibit 6.2 Underwriting Agreement
Underwriting Agreement • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc
OF
Agreement and Declaration of Trust • August 28th, 2000 • Phoenix Goodwin California Tax Exempt Bonds Inc • Delaware
Exhibit 9.1a Sub-transfer Agent Agreement
Sub-Transfer Agent Agreement • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc
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