U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Van Kampen American Capital Comstock Fund
One Parkview Plaza
Oakbrook Terrace, IL 60181
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number: 811-01570
Securities Act File Number: 2-27778
4. Last day of fiscal year for which this notice is filed: December 31, 1996
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):
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:
9,934,824
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
31,309,067
9. Number and aggregate sale price of securities sold during the fiscal year:
56,548,581 $871,299,906
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
15,304,690 $243,411,654
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):
14,075,637 $203,868,215
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12. Calculation of registration fee:
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 243,411,654
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(ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
applicable): + 203,868,215
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 897,713,361
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(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
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(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): (450,433,492)
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): / 3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 0
=================
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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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 (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Nicholas Dalmaso
Nicholas Dalmaso
Assistant Secretary
Date: February 28, 1997
*Please print the name and title of the signing officer below the signature.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
(ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606-1285
--
(312) 407-0700
February 27, 1997
Van Kampen American Capital
Comstock Fund
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Filing of Form 24f-2
Ladies and Gentlemen:
We have acted as special counsel to Van Kampen
American Capital Comstock Fund (the "Trust"), a Delaware
business trust, in connection with the filing of its Form
24f-2 (the "Form 24f-2") with the Securities and Exchange
Commission (the "Commission"). The Form 24f-2 makes
definite registration of 15,304,690 common shares of
beneficial interest, $.01 par value per share (the
"Shares"), for the Trust's fiscal year ended December 31,
1996.
In connection with this opinion, we have examined
the originals or copies, certified or otherwise identified
to our satisfaction, of the following documents:
(i) the First Amended and Restated Agreement
and Declaration of Trust of the Trust, dated June 21, 1995
(the "Declaration of Trust");
(ii) Certificate of Amendment, dated
September 7, 1995 to the Declaration of Trust;
(iii) the Certificate of Trust of the Trust,
dated May 31, 1995, as amended on July 28, 1995;
(iv) the Certificate of Designation of Series
of the Trust, dated June 21, 1995;
(v) the Amended and Restated By-laws of the
Trust, dated November 17, 1995;
(vi) each Post-Effective Amendment under the
Securities Act and the Investment Company Act of 1940, as
amended, to the Registration Statement of the Trust on Form
N-1A, Commission File Nos. 2-27778 and 811-1570, filed
with the Commission after December 31, 1995 and prior to
the date hereof and the exhibits contained therein;
(vii) 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
(viii) 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 this opinion which were not independently
established by us, 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 State of Illinois; and, we express no opinion
as to the law of any other jurisdiction other than matters
relating to the Delaware business organizational statutes
(including statutes relating to Delaware business trusts)
to the extent specifically set forth herein.
Based upon and subject to the foregoing, we are
of the opinion that the issuance and sale of 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
nonassessable.
We hereby consent to the filing of this opinion
with the Form 24f-2.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
Skadden, Arps, Slate, Meagher & Flom (Illinois)
