0000950146-96-000084 Sample Contracts

Exhibit 5(b) Investment Advisory Agreement
Investment Advisory Agreement • February 2nd, 1996 • Phoenix Duff & Phelps Institutional Mutual Funds • Massachusetts
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Exhibit 5(a) Investment Advisory Agreement
Investment Advisory Agreement • February 2nd, 1996 • Phoenix Duff & Phelps Institutional Mutual Funds • Massachusetts
Exhibit 6 Distribution Agreement
Exhibit 6 Distribution Agreement • February 2nd, 1996 • Phoenix Duff & Phelps Institutional Mutual Funds • Massachusetts
Exhibit 13 Initial Capitalization Agreement INITIAL CAPITAL AGREEMENT
Phoenix Duff & Phelps Institutional Mutual Funds • February 2nd, 1996

Phoenix Duff & Phelps Institutional Mutual Funds (the "Trust") proposes to issue and sell shares of beneficial interest of its Portfolios (the "Shares") pursuant to a registration statement on Form N-1A (the "Registration Statement") filed with the Securities and Exchange Commission. The undersigned hereby offers to purchase such number of Shares contemporaneous with the effective date of the Registration Statement (or such earlier date as may be agreed upon) required in order to provide the Trust with a net worth of at least $100,000 as required by Section 14 of the Investment Company Act of 1940, as amended.

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