PHOENIX CALIFORNIA TAX EXEMPT BONDS INC
497, 1999-07-12
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                    PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC.

                        Supplement dated July 12, 1999 to
                        Prospectus dated August 28, 1998


The disclosure contained in the Prospectus dated August 28, 1998 is hereby
supplemented as described below.

Page 14, in the second paragraph under the subheading "Qualified Purchasers,"
renumber as (4) the current category (3), and insert a new category (3) as
follows: "(3) 401(k) participants in the Merrill Lynch Daily K Plan (the "Plan")
if the Plan has at least $3 million in assets or 500 or more eligible
employees;".

Page 15, in the second paragraph under the subheading "Contingent Deferred Sales
Charges," insert the following after the first sentence: "This sales commission
will not be paid to dealers for sales of Class B Shares purchased by 401(k)
participants of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for
these Plan participants' purchases."

Page 16, in the sixth paragraph under the subheading "Contingent Deferred Sales
Charges," insert a new category (e) as follows and rename the categories
following the insert as (f), (g) and (h): "(e) from the Merrill Lynch Daily K
Plan ("Plan") invested in Class B Shares, on which such shares the Distributor
has not paid the dealer the Class B sales commission;".

Page 16, prior to the section "Investor Account Services," add a subsection as
follows:
         ADDITIONAL DEALER CONCESSSIONS
                  From its own resources, the Distributor intends to pay the
         following additional compensation to Merrill Lynch, Pierce, Fenner &
         Smith, Incorporated: 0.25% on sales of Class A and B Shares, 0.10% on
         sales of Class A shares sold at net asset value, and 0.10% annually on
         the average daily net asset value of fund shares on which Merrill Lynch
         is broker of record and which such shares exceed the amount of assets
         on which Merrill Lynch is broker of record as of July 1, 1999.

Page 17, after the subsection "Tax Sheltered Retirement Plans," add a subsection
as follows:

                  MERRILL LYNCH DAILY K PLAN. Class A Shares of a Fund are made
         available to Merrill Lynch Daily K Plan (the "Plan") participants at
         NAV without an initial sales charge if: (i) the Plan is recordkept on a
         daily valuation basis by Merrill Lynch and, on the date the Plan
         Sponsor signs the Merrill Lynch Recordkeeping Service Agreement, the
         Plan has $3 million or more in assets invested in broker/dealer funds
         not advised or managed by Merrill Lynch Asset Management L.P. ("MLAM")
         that are made available pursuant to a Service Agreement between Merrill
         Lynch and the fund's principal underwriter or distributor and in funds
         advised or managed by MLAM (collectively, the "Applicable
         Investments"); (ii) the Plan is recordkept on a daily valuation basis
         by an independent recordkeeper whose services are provided through a
         contract or alliance arrangement with Merrill Lynch, and, on the date
         the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
         Agreement, the Plan has $3 million or more in assets, excluding money
         market funds, invested in Applicable Investments; or (iii) the Plan has
         500 or more eligible employees, as determined by a Merrill Lynch plan
         conversion manager, on the date the Plan Sponsor signs the Merrill
         Lynch Recordkeeping Service Agreement.

                  Alternatively, Class B Shares of a Fund are made available to
         Plan participants at NAV without a CDSC if the Plan conforms with the
         requirements for eligibility set for in (i) through (iii) above but
         either does not meet the $3 million asset threshold or does not have
         500 or more eligible employees.

                  Plans recordkept on a daily basis by Merrill Lynch or an
         independent recordkeeper under a contract with Merrill Lynch that are
         currently investing in Class B Shares of a Fund convert to Class A
         Shares once the Plan has reached $5 million invested in Applicable
         Investments, or after the normal holding period of seven years from the
         initial date of purchase.



         INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR
                               FUTURE REFERENCE.



PXP 692/ML (7/99)



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