As filed with the Securities and Exchange Commission on January 22, 1996
Registration No. 33-71980
File No. 811-8164
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 X
Post-Effective Amendment No. 7 X
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 9 X
DUFF & PHELPS MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
370 Seventeenth Street
Suite 2700
Denver, Colorado 80202
Registrant's Telephone Number: (303) 623-2577
Richard R. Davis
Duff & Phelps Investment Management Co.
55 East Monroe Street
Chicago, Illinois 60603
(Name and Address of Agent for Service)
Copies to:
David L. Skelding, Esq. Thomas A. Hale, Esq.
Lord, Bissell & Brook Skadden, Arps, Slate,
115 South LaSalle Street Meagher & Flom
Chicago, Illinois 60603 333 West Wacker Drive
Chicago, Illinois 60606
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
x 75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485.
The Registrant has registered an indefinite number
of its shares under the Securities Act of 1933 pursuant
to Rule 24f-2 under the Investment Company Act of 1940
and plans to file its Rule 24f-2 Notice on or about March
1, 1996 for the fiscal year ended December 31, 1995.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 7
to the Registration Statement on Form N-1A for Duff &
Phelps Mutual Funds (the "Registrant") is to delay
effectiveness as it relates to three new series of the
Registrant:
* Duff & Phelps High Yield Fund
* Duff & Phelps Opportunity Income Fund
* Duff & Phelps International Equity Fund
The Prospectuses and Statements of Additional
Information for each of the three aforementioned funds
were included as part of Post-Effective Amendment No. 4
to the Registrant's Registration Statement, filed on July
28, 1995, and are incorporated herein by reference in
their entirety and no changes to such Prospectuses or
Statements of Additional Information are effected by this
Post-Effective Amendment No. 7.
The Prospectus and Statement of Additional
Information for Duff & Phelps Enhanced Reserves Fund, a
fourth series of the Registrant, which were included as
part of Post-Effective Amendment No. 2 to the
Registrant's Registration Statement, filed and effective
on April 28, 1995, are incorporated herein by reference
in their entirety and no changes to such Prospectus or
Statement of Additional Information are effected by this
Post-Effective Amendment No. 7.
This Registration Statement is organized as follows:
* Facing Page
* Explanatory Note
* Cross Reference Sheet with respect to Duff &
Phelps High Yield Fund
* Cross Reference Sheet with respect to Duff &
Phelps Opportunity Income Fund
* Cross Reference Sheet with respect to Duff &
Phelps International Equity Fund
* Part C Information
* Exhibits
DUFF & PHELPS MUTUAL FUNDS
Duff & Phelps High Yield Fund
Cross Reference Sheet
PART A Information Required in the Prospectus
Form N-1A Item Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Financial Fund's Operations --
Highlights Fund's Performance
4. General Description Cover Page, Fund's
of Registrant Operations -- The Fund's
Investment Objective,
Fund's Operations -- How
the Fund Seeks Its
Investment Objective,
Fund's Operations --
Special Considerations,
Other Information and
Prospectus Appendix A --
Information on Investment
Practices
5. Management of the Expense Summary, Fund's
Fund Operations --
Distributions and Taxes
and Management of the Fund
5A. Management's Fund's Operations --
Discussion of Fund Fund's Performance
Performance
6. Capital Stock and Fund's Operations --
Other Distributions and Taxes,
Securities How to Invest in the Fund,
How to Redeem Shares,
Other Information and
Inquiries
7. Purchase of Expense Summary and How to
Securities Being Invest in the Fund
Offered
8. Redemption or Expense Summary and How to
Repurchase Redeem Shares
9. Pending Legal Not Applicable
Proceedings
PART B Information Required in the Statement of
Additional Information
Form N-1A Item SAI Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information The Trust and the Fund
and History
13. Investment Investment Objective and
Objective and Policies
Policies
14. Management of the Management of the Fund
Fund
15. Control Persons and Management of the Fund
Principal Holders
of Securities
16. Investment Advisory Management of the Fund,
and Other Services Expenses and Auditors; see
also, Management of the
Fund in the Prospectus
17. Brokerage Investment Objective and
Allocation Policies -- Portfolio
Transactions
18. Capital Stock and Additional Purchase and
Other Securities Redemption Information and
Description of Shares
19. Purchase, Net Asset Value,
Redemption and Additional Purchase and
Pricing of Redemption Information and
Securities Being Description of Shares
Offered
20. Tax Status Tax Status
21. Underwriters Additional Purchase and
Redemption Information,
Management of the Fund;
see also, How to Invest in
the Fund in the Prospectus
22. Calculation of Additional Information on
Performance Data Performance Calculations
23. Financial Not Applicable
Statements
PART C
Information required to be included in Part C is set
forth under the appropriate Item, so numbered, in Part C
of the Registration Statement.
DUFF & PHELPS MUTUAL FUNDS
Duff & Phelps Opportunity Income Fund
Cross Reference Sheet
PART A Information Required in the Prospectus
Form N-1A Item Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Financial Fund's Operations --
Highlights Fund's Performance
4. General Description Cover Page, Fund's
of Registrant Operations -- The Fund's
Investment Objective,
Fund's Operations -- How
the Fund Seeks Its
Investment Objective,
Fund's Operations --
Special Considerations,
Other Information and
Prospectus Appendix A --
Information on Investment
Practices
5. Management of the Expense Summary, Fund's
Fund Operations --
Distributions and Taxes
and Management of the Fund
5A. Management's Fund's Operations --
Discussion of Fund Fund's Performance
Performance
6. Capital Stock and Fund's Operations --
Other Securities Distributions and Taxes,
How to Invest in the Fund,
How to Redeem Shares,
Other Information and
Inquiries
7. Purchase of Expense Summary and How to
Securities Being Invest in the Fund
Offered
8. Redemption or Expense Summary and How to
Repurchase Redeem Shares
9. Pending Legal Not Applicable
Proceedings
PART B Information Required in the Statement of
Additional Information
Form N-1A Item SAI Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information The Trust and the Fund
and History
13. Investment Investment Objective and
Objective and Policies
Policies
14. Management of the Management of the Fund
Fund
15. Control Persons and Management of the Fund
Principal Holders
of Securities
16. Investment Advisory Management of the Fund,
and Other Services Expenses and Auditors; see
also, Management of the
Fund in the Prospectus
17. Brokerage Investment Objective and
Allocation Policies -- Portfolio
Transactions
18. Capital Stock and Additional Purchase and
Other Securities Redemption Information and
Description of Shares
19. Purchase, Net Asset Value,
Redemption and Additional Purchase and
Pricing of Redemption Information and
Securities Being Description of Shares
Offered
20. Tax Status Tax Status
21. Underwriters Additional Purchase and
Redemption Information,
Management of the Fund;
see also, How to Invest in
the Fund in the Prospectus
22. Calculation of Additional Information on
Performance Data Performance Calculations
23. Financial Not Applicable
Statements
PART C
Information required to be included in Part C is set
forth under the appropriate Item, so numbered, in Part C
of the Registration Statement.
DUFF & PHELPS MUTUAL FUNDS
Duff & Phelps International Equity Fund
Cross Reference Sheet
PART A Information Required in the Prospectus
Form N-1A Item Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Financial Fund's Operations --
Highlights Fund's Performance
4. General Description Cover Page, Fund's
of Registrant Operations -- The Fund's
Investment Objective,
Fund's Operations -- How
the Fund Seeks Its
Investment Objective,
Fund's Operations --
Special Considerations,
Other Information and
Prospectus Appendix A --
Information on Investment
Practices
5. Management of the Expense Summary, Fund's
Fund Operations --
Distributions and Taxes
and Management of the Fund
5A. Management's Fund's Operations --
Discussion of Fund Fund's Performance
Performance
6. Capital Stock and Fund's Operations --
Other Securities Distributions and Taxes,
How to Invest in the Fund,
How to Redeem Shares,
Other Information and
Inquiries
7. Purchase of Expense Summary and How to
Securities Being Invest in the Fund
Offered
8. Redemption or Expense Summary and How to
Repurchase Redeem Shares
9. Pending Legal Not Applicable
Proceedings
PART B Information Required in the Statement of
Additional Information
Form N-1A Item SAI Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information The Trust and the Fund
and History
13. Investment Investment Objective and
Objective and Policies
Policies
14. Management of the Management of the Fund
Fund
15. Control Persons and Management of the Fund
Principal Holders
of Securities
16. Investment Advisory Management of the Fund,
and Other Services Expenses and Auditors; see
also, Management of the
Fund in the Prospectus
17. Brokerage Investment Objective and
Allocation Policies -- Portfolio
Transactions
18. Capital Stock and Additional Purchase and
Other Securities Redemption Information and
Description of Shares
19. Purchase, Net Asset Value,
Redemption and Additional Purchase and
Pricing of Redemption Information and
Securities Being Description of Shares
Offered
20. Tax Status Tax Status
21. Underwriters Additional Purchase and
Redemption Information,
Management of the Fund;
see also, How to Invest in
the Fund in the Prospectus
22. Calculation of Additional Information on
Performance Data Performance Calculations
23. Financial Not Applicable
Statements
Part C
Information required to be included in Part C is set
forth under the appropriate Item, so numbered, in Part C
of the Registration Statement.
PART C. OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits:
(a) Financial Statements for the Duff & Phelps Enhanced
Reserves Fund:
Included in Part A of the Registration Statement:
Financial Highlights
Included in Part B of the Registration Statement:
Independent Auditors' Report
Financial Statements
Notes to Financial Statements
No financial statements have been included for the
three new series of the Registrant, Duff & Phelps
High Yield Fund, Duff & Phelps Opportunity Income
Fund and Duff & Phelps International Equity Fund.
(b) Exhibits
(1) Amended and Restated Declaration of Trust
of the Registrant dated January 27,
1994(1)
(2) Amended By-laws of the Registrant(1)
(3) None
(4) Specimen copy of share certificate for
the:
(4)(a) Enhanced Reserves Fund(2)
(4)(b) High Yield Fund*
(4)(c) Opportunity Income Fund*
(4)(d) International Equity Fund*
(5)(a) Investment Advisory Agreement between
Registrant and Duff & Phelps
Investment Management Co. ("DPIM")
relating to the:
(5)(a)(i) Enhanced Reserves Fund(2)
(5)(a)(ii) High Yield Fund*
(5)(a)(iii) Opportunity Income Fund*
(5)(a)(iv) International Equity Fund*
(5)(b) Service Agreement among Registrant,
DPIM, Duff & Phelps Corporation and
Duff & Phelps/MCM Investment Research
Co. relating to the:
(5)(b)(i) Enhanced Reserves Fund(2)
(5)(b)(ii) High Yield Fund*
(5)(b)(iii) Opportunity Income Fund*
(5)(b)(iv) International Equity Fund*
(6) Distribution Agreement between Registrant
and ALPS Mutual Funds Services, Inc.
relating to the:
(6)(a) Enhanced Reserves Fund(2)
(6)(b) High Yield Fund*
(6)(c) Opportunity Income Fund*
(6)(d) International Equity Fund*
(7) None
(8) Custodian Agreement between Registrant and
State Street Bank and Trust Company
relating to the:
(8)(a) Enhanced Reserves Fund(2)
(8)(b) High Yield Fund*
(8)(c) Opportunity Income Fund*
(8)(d) International Equity Fund*
(9)(a) Administration Agreement between
Registrant and ALPS Mutual Funds
Services, Inc. relating to the:
(9)(a)(i) Enhanced Reserves Fund(2)
(9)(a)(ii) High Yield Fund*
(9)(a)(iii) Opportunity Income Fund*
(9)(a)(iv) International Equity Fund*
(9)(b) Transfer Agent Agreement between
Registrant and ALPS Mutual Funds
Services, Inc. relating to the:
(9)(b)(i) Enhanced Reserves Fund(2)
(9)(b)(ii) High Yield Fund*
(9)(b)(iii) Opportunity Income Fund*
(9)(b)(iv) International Equity Fund*
(9)(c) Sub-Transfer Agent Agreement between
ALPS Mutual Fund Services, Inc. and
State Street Bank and Trust Company
relating to the:
(9)(c)(i) Enhanced Reserves Fund(2)
(9)(c)(ii) High Yield Fund*
(9)(c)(iii) Opportunity Income Fund*
(9)(c)(iv) International Equity Fund*
(9)(d) Bookkeeping and Pricing Agreement
between Registrant and ALPS Mutual
Funds Services, Inc. relating to the:
(9)(d)(i) Enhanced Reserves Fund(2)
(9)(d)(ii) High Yield Fund*
(9)(d)(iii) Opportunity Income Fund*
(9)(d)(iv) International Equity Fund*
(9)(e) Sub-Bookkeeping and Pricing Agreement
between ALPS Mutual Funds Services,
Inc. and American Data Services, Inc.
relating to the:
(9)(e)(i) Enhanced Reserves Fund(2)
(9)(e)(ii) High Yield Fund*
(9)(e)(iii) Opportunity Income Fund*
(9)(e)(iv) International Equity Fund*
(10) Opinion and Consent of Skadden, Arps,
Slate, Meagher & Flom relating to the:
(10)(a) Enhanced Reserves Fund(1)
(10)(b) High Yield Fund*
(10)(c) Opportunity Income Fund*
(10)(d) International Equity Fund*
(11) Consent of Deloitte & Touche LLP relating
to the:
(11)(a) Enhanced Reserves Fund(3)
(12) None
(13) Subscription Agreement between Registrant
and Duff & Phelps Corporation(2)
(14) None
(15) None
(16) Schedule for Computation of Performance
Quotations relating to the:
(16)(a) Enhanced Reserves Fund(3)
(24) Power of Attorney**
____________________
(1) Incorporated by reference to Pre-Effective Amendment
No. 2 to Registrant's Registration Statement filed
February 24, 1994. File Nos. 33-71980 and 811-8164.
(2) Incorporated by reference to Post-Effective
Amendment No. 1 to Registrant's Registration
Statement filed September 26, 1994. File Nos. 33-
71980 and 811-8164.
(3) Incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration
Statement filed April 28, 1995. File Nos. 33-71980
and 811-8164.
* To be filed by further amendment.
** Filed herewith.
ITEM 25. Persons Controlled by or under Common Control
with Registrant.
As of the date hereof, to the best knowledge of the
Registrant, no person is directly or indirectly
controlled by or under common control with the
Registrant.
ITEM 26. Number of Holders of Securities.
As of January 18, 1996:
Number of
Title of Class Record Holders
Enhanced Reserves Fund 38
High Yield Fund 0
Opportunity Income Fund 0
International Equity Fund 0
ITEM 27. Indemnification.
Please see Article 5 of the Registrant's Declaration
of Trust (incorporated herein by reference).
Registrant's trustees and officers are covered by an
Errors and Omissions Policy. Sections 6 and 7 of the
Investment Advisory Agreement between the Registrant and
Duff & Phelps Investment Management Co. (the "Adviser")
provides that, in the absence of willful malfeasance, bad
faith, gross negligence or reckless disregard of the
obligations or duties under the Investment Advisory
Agreement on the part of the Adviser, the Adviser shall
not be liable to the Registrant or to any shareholder for
any act or omission in the course of or connected in any
way with rendering services or for any losses that may be
sustained in the purchase, holding or sale of any
security. Sections 1.9 through 1.11 of the Distribution
Agreement between the Registrant and ALPS Mutual Funds
Services, Inc. ("Distributor") provides that the
Registrant shall indemnify the Distributor and certain
persons related thereto for any loss or liability arising
from any alleged misstatement of a material fact (or
alleged omission to state a material fact) contained in,
among other things, the Registration Statement or
Prospectus except to the extent the misstated fact or
omission was made in reliance upon information provided
by or on behalf of such Distributor. (See the
Distribution Agreement.)
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
trustees, directors, officers and controlling persons of
the Registrant and the investment adviser and distributor
pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, enforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a trustee, director, officer, or controlling person of
the Registrant and the principal underwriter in
connection with the successful defense or any action,
suit or proceeding) is asserted against the Registrant by
such trustee, director, officer or controlling person or
the Distributor in connection with the shares being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
ITEM 28. Business and Other Connections of Investment
Adviser.
See "Management of the Fund--Investment Adviser" in
the Prospectus and "Management of the Fund" in the
Statement of Additional Information for information
regarding the business of the Adviser. For information
as to the business, profession, vocation or employment of
a substantial nature of directors and officers of the
Adviser, reference is made to the Adviser's current Form
ADV (SEC File No. 801-14813) filed under the Investment
Advisers Act of 1940, incorporated herein by reference.
ITEM 29. Principal Underwriter.
(a) The sole principal underwriter for the
Registrant is ALPS Mutual Funds Services, Inc., which
acts as the distributor for the following investment
companies: Westcore Trust, FGIC Public Trust, Kennebec
Trust and First Funds.
(b) To the best of Registrant's knowledge, the
directors and executive officers of ALPS Mutual Funds
Services, Inc., the distributor for Registrant, are as
follows:
Position and
Name and Principal Positions and Offices with
Business Address Offices with ALPS Registrant
W. Robert Alexander Chairman, President
and Director None
Arthur J. L. Lucey Secretary,
Vice President None
and Director
John W. Hannon, Jr. Director None
Asa W. Smith Director None
Rick Pedersen Director None
Gordon W. Hobgood Director None
Mark A. Pougnet Chief Financial
Officer Treasurer
Edmund J. Burke Senior Vice President
and National Sales
Director None
The principal business address for each of the above
directors is 370 Seventeenth Street, Suite 2700, Denver,
Colorado 80202.
ITEM 30. Location of Accounts and Records.
All accounts, books and other documents required to
be maintained by the Registrant by Section 31(a) of the
Investment Company Act of 1940 and the Rules thereunder
will be maintained at the offices of the Registrant
located at 370 Seventeenth Street, Suite 2700, Denver,
Colorado 80202, or its investment adviser, Duff & Phelps
Investment Management Co., 55 East Monroe Street,
Chicago, Illinois 60610, or the custodian, State Street
Bank and Trust Company, 1776 Heritage Drive, North
Quincy, MA. All such accounts, books and other documents
required to be maintained by the principal underwriter
will be maintained at ALPS Mutual Funds Services, Inc.,
370 Seventeenth Street, Suite 2700, Denver, Colorado
80202.
ITEM 31. Management Services.
None.
ITEM 32. Undertakings.
(a) Not applicable.
(b) Registrant undertakes to file a post-effective
amendment using financial statements, which
need not be certified, within four to six
months from the effective date of the
Registrant's Registration Statement with
respect to the three new series of the
Registrant: Duff & Phelps High Yield Fund,
Duff & Phelps Opportunity Income Fund and Duff
& Phelps International Equity Fund
(c) Registrant undertakes to furnish to each person
to whom a prospectus is delivered a copy of the
Registrant's latest annual report to
shareholders upon request and without charge if
the information called for by Item 5A of Form
N-1A is contained in such annual report.
(d) Registrant hereby undertakes that if it does
not hold annual meetings it will abide by
Section 16(c) of the 1940 Act which provides
certain rights to stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Chicago, and State of Illinois, on the 22nd day of January 1996.
DUFF & PHELPS MUTUAL FUNDS
By: /s/ Calvin J. Pedersen
Calvin J. Pedersen
Chairman, Trustee, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, this Registration
Statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE DATE
/s/ Calvin J. Pedersen Chairman, Trustee,
________________________ President and Chief
Calvin J. Pedersen Exeuctive Officer January 22, 1996
________________________ Trustee January 22, 1996
E. Virgil Conway
/s/ William W. Crawford* Trustee January 22, 1996
________________________
William W. Crawford
/s/ William N. Georgeson* Trustee January 22, 1996
_________________________
William N. Georgeson
/s/ Everett L. Morris* Trustee January 22, 1996
_________________________
Everett L. Morris
/s/ Richard A. Pavia* Trustee January 22, 1996
_________________________
Richard A. Pavia
/s/ Mark Pougnet* Treasurer and January 22, 1996
__________________________ Chief Financial Officer
Mark Pougnet
___________________
* Signed by Calvin J. Pedersen pursuant to a Power of
Attorney, filed herewith.
/s/ Calvin J. Pedersen January 22, 1996
______________________
Calvin J. Pedersen
Attorney-in-Fact
DUFF& PHELPS MUTUAL FUNDS
EXHIBIT INDEX
Exhibit Sequentially
Number Item Numbered
(1) Amended and Restated Declaration of Trust of
the Registrant dated January 27, 1994(1)
(2) Amended By-laws of the Registrant(1)
(4) Specimen copy of share certificate for the:
(4)(a) Enhanced Reserves Fund(2)
(4)(b) High Yield Fund*
(4)(c) Opportunity Income Fund*
(4)(d) International Equity Fund*
(5)(a) Investment Advisory Agreement
between Registrant and Duff &
Phelps Investment Management Co.
("DPIM") relating to the:
(5)(a)(i) Enhanced Reserves Fund(2)
(5)(a)(ii) High Yield Fund*
(5)(a)(iii) Opportunity Income Fund*
(5)(a)(iv) International Equity Fund*
(5)(b) Service Agreement among
Registrant, DPIM, Duff & Phelps
Corporation and Duff &
Phelps/MCM Investment Research
Co. relating to the:
(5)(b)(i) Enhanced Reserves Fund(2)
(5)(b)(ii) High Yield Fund*
(5)(b)(iii) Opportunity Income Fund*
(5)(b)(iv) International Equity Fund*
(6) Distribution Agreement between Registrant and
ALPS Mutual Funds Services, Inc. relating to
the:
(6)(a) Enhanced Reserves Fund(2)
(6)(b) High Yield Fund*
(6)(c) Opportunity Income Fund*
(6)(d) International Equity Fund*
(8) Custodian Agreement between Registrant and
State Street Bank and Trust Company relating
to the:
(8)(a) Enhanced Reserves Fund(2)
(8)(b) High Yield Fund*
(8)(c) Opportunity Income Fund*
(8)(d) International Equity Fund*
(9)(a) Administration Agreement between
Registrant and ALPS Mutual Funds
Services, Inc. relating to the:
(9)(a)(i) Enhanced Reserves Fund(2)
(9)(a)(ii) High Yield Fund*
(9)(a)(iii) Opportunity Income Fund*
(9)(a)(iv) International Equity Fund*
(9)(b) Transfer Agent Agreement between
Registrant and ALPS Mutual Funds
Services, Inc. relating to the:
(9)(b)(i) Enhanced Reserves Fund(2)
(9)(b)(ii) High Yield Fund*
(9)(b)(iii) Opportunity Income Fund*
(9)(b)(iv) International Equity Fund*
(9)(c) Sub-Transfer Agent Agreement
between ALPS Mutual Fund
Services, Inc. and State Street
Bank and Trust Company relating
to the:
(9)(c)(i) Enhanced Reserves Fund(2)
(9)(c)(ii) High Yield Fund*
(9)(c)(iii) Opportunity Income Fund*
(9)(c)(iv) International Equity Fund*
(9)(d) Bookkeeping and Pricing
Agreement between Registrant and
ALPS Mutual Funds Services, Inc.
relating to the:
(9)(d)(i) Enhanced Reserves Fund(2)
(9)(d)(ii) High Yield Fund*
(9)(d)(iii) Opportunity Income Fund*
(9)(d)(iv) International Equity Fund*
(9)(e) Sub-Bookkeeping and Pricing
Agreement between ALPS Mutual
Funds Services, Inc. and
American Data Services, Inc.
relating to the:
(9)(e)(i) Enhanced Reserves Fund(2)
(9)(e)(ii) High Yield Fund*
(9)(e)(iii) Opportunity Income Fund*
(9)(e)(iv) International Equity Fund*
(10) Opinion and Consent of Skadden, Arps, Slate,
Meagher & Flom relating to the:
(10)(a) Enhanced Reserves Fund(1)
(10)(b) High Yield Fund*
(10)(c) Opportunity Income Fund*
(10)(d) International Equity Fund*
(11) Consent of Deloitte & Touche LLP relating to
the:
(11)(a) Enhanced Reserves Fund(3)
(13) Subscription Agreement between Registrant and
Duff & Phelps Corporation(2)
(16) Schedule for Computation of Performance
Quotations relating to the:
(16)(a) Enhanced Reserves Fund(3)
(24) Power of Attorney**
____________________
(1) Incorporated by reference to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed February 24,
1994. File Nos. 33-71980 and 811-8164.
(2) Incorporated by reference to Post-Effective Amendment No. 1
to Registrant's Registration Statement filed September 26,
1994. File Nos. 33-71980 and 811-8164.
(3) Incorporated by reference to Post-Effective Amendment No. 2
to Registrant's Registration Statement filed April 28, 1995.
File Nos. 33-71980 and 811-8164.
* To be filed by further amendment.
** Filed herewith.
EXHIBIT 24
DUFF & PHELPS MUTUAL FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose name
appears below constitutes and appoints Calvin J. Pedersen and Thomas
N. Steenburg, and each of them, his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him
and in their name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to the
Registration Statement of Duff and Phelpd Mutual Funds and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
This Power of Attorney may be executed in multiple
counterparts, each of which shall be deemed an original, but which
taken together shall constitute one instrument.
Signature Title Date
/s/ Calvin J. Pedersen Chairman, Trustee, December 20, 1995
________________________ President and Chief
Calvin J. Pedersen Executive Officer
________________________ Trustee December 20, 1995
E. Virgil Conway
/s/ William W. Crawford Trustee December 20, 1995
________________________
William W. Crawford
/s/ William N. Georgeson Trustee December 20, 1995
________________________
William N. Georgeson
/s/ Everett L. Morris Trustee December 20, 1995
________________________
Everett L. Morris
/s/ Richard A. Pavia Trustee December 20, 1995
_________________________
Richard A. Pavia
/s/ Mark A. Pougnet Treasurer and Chief December 20, 1995
_________________________ Financial Officer
Mark A. Pougnet
