U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
Duff & Phelps Mutual Funds
2. Name of each series or class of funds for which this
notice is filed:
Duff & Phelps Enhanced Reserves Fund
3. Investment Company Act File Number: 811-8164
Securities Act File Number: 33-71980
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close
of the fiscal year but before termination of the
issuer's 24f-2 declaration.
( )
6. Date of termination of issuer's declaration under
rule 24f-2(a)(1), if applicable (see Instruction
A.6):
N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a
prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
N/A
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold
during the fiscal year:
34,673,071 shares $347,741,556
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
34,673,071 shares $347,741,556
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction
B.7):
708,262 shares $7,095,970
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10):
$347,741,556
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable):
+ 7,095,970
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
304,797,452
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
50,040,074
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$ 17,255.20
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal and
Other Procedures 917 CFR 202.3a).
(X)
Date of mailing or wire transfer of filing fees to
the Commission's lockbox depository:
February 28, 1996
SIGNATURES
This report has been signed below by the following person
on behalf of the issuer and in the capacity and on the
date indicated.
/s/ Mark A. Pougnet
Name: Mark A. Pougnet
Title: Treasurer
Date: February 28, 1996
February 28, 1996
Duff & Phelps Mutual Funds
370 Seventeenth Street, Suite 2700
Denver, Colorado 80202
Re: Filing of Form 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Duff &
Phelps Mutual Funds (the "Trust"), a voluntary
association with transferable shares organized and
existing under and by virtue of the laws of the
Commonwealth of Massachusetts (a "Massachusetts Business
Trust"), in connection with the filing of Form 24F-2 (the
"Form 24F-2") with the Securities and Exchange Commission
(the "Commission"). The Form 24f-2 makes definite
registration of 34,673,071 shares of beneficial interest,
without par value (the "Shares"), issued by the series of
the Trust designated the Duff & Phelps Enhanced Reserves
Fund for the Trust's fiscal year ended December 31, 1995.
In connection with the foregoing, we have
examined the originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Declaration of
Trust and Bylaws of the Trust each as amended to date
hereof (the "Declaration of Trust" and the "Bylaws");
(ii) Post-Effective Amendment Nos. 2, 3, 4, 5, 6 and 7
under the Securities Act of 1933, as amended, to the
Trust's Registration Statement on Form N-14 (file nos.
33-71980 and 811-8164) filed with the Commission on April
28, 1995, May 17, 1995, July 28, 1995, October 10, 1995,
November 9, 1995 and January 22, 1996, respectively, and
the exhibits contained therein; (iii) copies of certain
resolutions adopted by the Board of Trustees of the Trust
relating to the authorization, issuance and sale of the
Shares and furnished to us by the Trust; and (iv) such
other agreements, documents, certificates and other
records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein. In such
examination we have assumed the legal capacity of natural
persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity
of the originals of such latter documents. As to any
facts material to such opinions which were not
independently established, we have relied on statements
or representations of officers of the Trust or others.
Members of this Firm are admitted to the
practice of law in The Commonwealth of Massachusetts, and
we express no opinion as to the law of any other
jurisdiction.
Pursuant to certain decisions of the Supreme
Judicial Court of Massachusetts, shareholders of a
Massachusetts Business Trust may, under certain
circumstances, be held personally liable as partners for
the obligations of the Massachusetts Business Trust.
Even if the Trust were held to be a partnership, however,
the possibility of the holders of Shares incurring
personal liability for financial losses of the Trust
appears remote because (i) Article V, Section 5.1, of the
Declaration of Trust contains an express disclaimer of
liability for holders of Shares for the obligations of
the Trust and provides that the Trust shall indemnify and
hold each holder of Shares harmless from and against all
claims and liabilities to which such holder may become
subject by reason of his being or having been a holder of
Shares and (ii) Article V, Section 5.5, requires that a
recitation of such disclaimer be included in every
written obligation, contract, instrument, certificate,
share of beneficial interest, other security of the Trust
or undertaking made or issued by the trustees of the
Trust.
Based upon and subject to the foregoing, we are
of the opinion that the issuance and sale of the Shares
by the Trust have been validly authorized and, assuming
certificates therefor have been duly executed and
delivered or the shareholders' accounts have been duly
credited and the Shares represented thereby have been
fully paid for, such Shares were validly issued, fully
paid and, subject to the statements set forth above
regarding the liability of a shareholder of a
Massachusetts Business Trust, nonassessable.
We hereby consent to the filing of this opinion
with the Form 24f-2.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom
