Exhibit 6.2
Underwriting Agreement
PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC.
UNDERWRITING AGREEMENT
CLASS B SHARES
THIS AGREEMENT by and between PHOENIX CALIFORNIA TAX EXEMPT BONDS,
INC., a Maryland corporation (the "Fund"), and PHOENIX EQUITY PLANNING
CORPORATION, a Connecticut corporation (the "Underwriter").
1. The Fund hereby appoints the Underwriter as exclusive agent to
promote the sales and to arrange for the sale of Class B shares of the Fund,
including both unissued shares and treasury shares, through broker-dealers or
otherwise, in all parts of the United States and elsewhere throughout the world.
The Fund agrees to sell and deliver its shares, upon the terms hereinafter set
forth, as long as it has unissued and/or treasury shares available for sale.
(a) The Fund hereby authorizes the Underwriter, subject to law and the
Articles of Incorporation of the Fund, to accept, for the account of the Fund,
orders for the purchase of its Class B shares, satisfactory to the Underwriter,
as of the time of receipt of such orders by the dealer, or as otherwise
described in the Prospectus of the Fund.
(b) The public offering price of such class B shares shall be based on
the net asset value per share (as determined by the Fund) of the outstanding
Class B shares of the Fund. Such net asset value shall be regularly determined
on every business day as of the time of closing of the general trading session
of the New York Stock Exchange and the public offering price based upon such net
asset value shall become effective as set forth from time to time in the current
Prospectus; such net asset value shall also be regularly determined, and the
public offering price based thereon shall become effective, as of such other
times for the regular determination of net asset value as may be required or
permitted by rules of the National Association of Securities Dealers, Inc. or
the Securities and Exchange Commission. The Fund shall furnish the Underwriter,
with all possible promptness, a statement of each computation of net asset
value, and of the details entering into such computation. The public offering
price of such Class B shares shall be equal to the net asset value, as described
above, plus a commission to be fixed from time to time by the Fund and the
Underwriter and as described in the current Prospectus of the Fund. The
Underwriter may fix quantity discounts and other similar terms not inconsistent
with the provisions of the Investment Company Act of 1940, as amended (the
"Act"). The Underwriter shall not impose any commission, permit any quantity
discounts or impose any other similar terms in connection with the sale of Class
B shares of the Fund except as disclosed in the Prospectus of the Fund.
(c) The Underwriter shall be entitled to deduct a commission on all
such Class B shares sold equal to the differences between the public offering
price and the net asset value on which such price is based. If any such
commission is received by the Fund, it will pay such commission to the
Underwriter. Out of the commission, the Underwriter may offer to dealers such
concessions as the Underwriter may determine from time to time. Notwithstanding
anything in this Agreement otherwise provided, sales may be made at net asset
value as provided in the Prospectus of the Fund.
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(d) As reimbursement for expenditures made in connection with providing
certain distribution-related services, the Underwriter may receive from the Fund
a distribution services fee under the terms and conditions set forth in the
Fund's Distribution Plan for Class B Shares adopted under Rule 12b-1 under the
Act (the "Plan"), as the Plan may be amended from time to time and subject to
any further limitations on such fees as the Directors may impose.
2. The Underwriter agrees to devote reasonable time and effort to
enlist investment dealers and otherwise promote the sale and distribution and
act as Underwriter for the sale and--distribution of the shares of the Fund as
such arrangements may profitably be made; but so long as it does so, nothing
contained herein shall prevent the Underwriter from entering into similar
arrangements with other funds and to engage in other activities. The Fund
reserves the right to issue shares in connection with any merger or
consolidation of the Fund with any other investment company or any personal
holding company or in connection with offers of exchange exempted from Section
22(d) of the Act.
3. Upon receipt by the Fund at its principal place of business of a
written order from the Underwriter, together with the delivery instruction, the
Fund shall, as promptly as practicable, cause certificates for the shares called
for in such order to be delivered or credited in such amounts and in such names
as shall be specified by the Underwriter, against payment therefor in such
manner as may be acceptable to the Fund.
4. All sales literature and advertisements used by the Underwriter in
connection with sales of the shares of the Fund shall be subject to the approval
of the Fund. The Fund authorizes the Underwriter in connection with the sale or
arranging for the sale of its shares to give only such information and to make
only such statements or representations as are contained in the Prospectus or in
sales literature or advertisements approved by the Fund or in such financial
statements and reports as are furnished to the Underwriter pursuant to paragraph
6 below. The Fund shall not be responsible in any way for any information,
statements or representations given or made by the Underwriter or its
representatives or agents.
5. The Underwriter, as agent of the Fund, is authorized, subject to the
direction of the Fund, to accept shares for redemption at prices determined as
prescribed in the then-current Prospectus of the Fund. The Fund shall reimburse
the Underwriter monthly for its out-of-pocket expenses reasonably incurred in
carrying out the foregoing authorization, but the Underwriter shall not be
entitled to any commissions or other compensation with respect to such
redemptions. The Underwriter shall report all such redemptions promptly to the
Fund.
6. The Fund shall keep the Underwriter fully informed with regard to
its affairs, shall furnish the Underwriter with a certified copy of all
financial statements, and a signed copy of each report, prepared by independent
public accountants and with such reasonable number of printed copies of each
annual and other periodic reports of the Fund as the Underwriter may request,
and shall cooperate fully in the efforts of the Underwriter to sell and arrange
for the sale of its shares and in the performance by the Underwriter of all of
its duties under this Agreement.
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7. The Fund will pay or cause to be paid expenses (including counsel
fees and disbursements) of any registration of its shares under, but not limited
to, Federal, State or other regulatory authority, fees for filing periodic
reports with regulatory bodies and of preparing, setting in type and printing
the Prospectus and any amendments thereto prepared for use in connection with
the offering of shares of the Fund, for fees and expenses incident to the
issuance of shares of capital stock such as the cost of stock certificates,
issuance taxes, fees of the transfer agent including the cost of preparing and
mailing notices to shareholders pertaining to transactions with respect to such
shareholders' accounts, dividend disbursing agent's costs including the cost of
preparing and mailing notices confirming shares acquired by the shareholder
pursuant to the reinvestment of dividends and distributions, and mailing to
shareholders of prospectuses, notices and reports as may be required from time
to time by regulatory bodies or for such other purposes, except for purposes of
sales by the Underwriter as outlined in paragraph 8 below.
8. The Underwriter shall pay all of its own costs and expenses (other
than expenses and costs heretofore deemed payable by the Fund and other than
expenses which one or more dealers may bear pursuant to any agreement with the
Underwriter) incident to the sale and distribution of the Class B shares issued
or sold hereunder including (a) expenses of printing copies of the Prospectus to
be used in connection with the sale of Class B shares of the Fund at printer's
overrun cost; (b) expenses of printing and distributing or disseminating any
other literature, advertising or selling aids in connection with the offering of
Class B shares for sale (however, the expenses referred to in (a) and (b) do not
include expenses incurred in connection with the preparation, printing and
distribution of any prospectus or report or other communication to shareholders
to the extent that such expenses are necessarily incurred to effect compliance
by the Fund with any Federal or State law or other regulatory bodies); and (c)
expenses of advertising in connection with such offering.
9. The Fund agrees to register, from time to time as necessary,
additional shares with the Securities and Exchange Commission, State and other
regulatory bodies and to pay the related filing fees therefor and to file such
amendments, reports and other documents as may be necessary in order that there
may be no untrue statement of a material fact in the Registration Statement or
Prospectus or no omission to state a material fact therein necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. As used in this Agreement, the term "Registration
Statement" shall mean the Registration Statement most recently filed by the Fund
with the Securities and Exchange Commission and effective under the Securities
Act of 1933, as amended, as such Registration Statement is amended from time to
time, and the term "Prospectus" shall mean the most recent form of prospectus
authorized by the Fund for use by the Underwriter and by dealers.
10. This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" for this purpose shall have the meaning
defined in Section 2(a)(4) of the Act.
11. This Agreement has been approved by the Directors of the Fund,
including the Directors who are not "interested persons" of the Fund, as defined
in the Act, and who have no direct or indirect financial interest in this
Agreement (the "Disinterested Directors"), by vote cast in person
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at a meeting called for the purpose of voting on this Agreement. This Agreement
shall continue in effect for two years from its effective date, and thereafter
for successive annual periods, provided that such continuance is specifically
approved annually by a majority of the Directors, acting on behalf of the Fund,
and by a majority of the Disinterested Directors, cast in person at a meeting
called for such purpose.
12. This Agreement may be terminated at any time, without the payment
of any penalty, by vote of a majority of the Disinterested Directors or by vote
of a majority of the outstanding voting securities of the Fund, as that term is
defined in the Act, on not more than 60 days' written notice to the Underwriter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized this 26th day of May, 1994.
PHOENIX CALIFORNIA TAX EXEMPT
BONDS, INC.
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxXxxxxxxx
Xxxxxxx X. Xxxxx Name: Xxxxxx X. XxXxxxxxxx
Asst. Secretary Title: President
PHOENIX EQUITY PLANNING
CORPORATION
Attest: /s/ Xxxxxxxx X. XxXxxxxxxx By: /s/ Xxxxxx X. Xxxxx
Xxxxxxxx X. XxXxxxxxxx Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
