Exhibit a.2
Amendment to Agreement and Declaration of Trust
PHOENIX INSTITUTIONAL MUTUAL FUNDS
(THE "TRUST")
AMENDMENT DATED NOVEMBER 15, 2006 TO THE DECLARATION OF TRUST
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ARTICLE IV
Trustees
Section 2. Number, Election and Tenure. The number and tenure of
Trustees shall be set by resolution of the Board of Trustees of the Trust. In
the event that less than a majority of the Trustees holding office have been
elected by the Shareholders, to the extent required by the 1940 Act, the
Trustees then in office shall call a Shareholders' meeting for the election of
Trustees. Any Trustee may resign at any time by written instrument signed by her
or him and delivered to any officer of the Trust or to the Secretary of any
meeting of the Trustees. Such resignation shall be effective upon receipt unless
specified to be effective at some other time. Except to the extent expressly
provided in a written agreement with the Trust, no Trustee resigning and no
Trustee removed shall have any right to any compensation for any period
following her or his resignation or removal, or any right to damages on account
of such removal. Any Trustee may be removed with or without cause at any meeting
of Shareholders by a vote of two-thirds of the outstanding Shares of the Trust
or by a vote of two-thirds of the number of Trustees prior to such removal.