0001029869-97-000960 Sample Contracts

Exhibit 9.1
Transfer Agency and Service Agreement • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc • Connecticut
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Exhibit 9.2
Sales Agreement • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc • Connecticut
Exhibit 9.5 Second Amendment to Financial Agent Agreement
Financial Agent Agreement • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc
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 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
Exhibit 9.1a Sub-transfer Agent Agreement
Sub-Transfer Agent Agreement • August 8th, 1997 • Phoenix California Tax Exempt Bonds Inc
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