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 Enterprise Fund
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
2. Name of each series or class of funds for which this notice is filed:
Van Kampen American Capital Enterprise Fund
3. Investment Company Act File Number: 811-0630
Securities Act File Number: 2-10559
4. Last day of fiscal year for which this notice is filed: 12/31/95
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: - 0 -
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 59,812,540
9. Number and aggregate sale price of securities sold during the
fiscal year: 126,841,115 $1,713,835,040
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
67,028,575 $905,667,855
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): - 0 -
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12. Calculation of registration fee:
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(i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 905,667,855
(ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
applicable): + - 0 -
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 1,455,098,985
(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): - 0 -
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x --
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: - 0 -
</TABLE>
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.
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, Assistant Secretary
Nicholas Dalmaso, Assistant Secretary
Date February 29, 1996
*Please print the name and title of the signing officer below the signature.
Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive
Chicago, IL 60606-1285
(312) 407-0700
February 29, 1996
Van Kampen American Capital
Enterprise Fund
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Filing of Form 24f-2
Ladies and Gentlemen:
We have acted as special counsel to Van Kampen American Capital
Enterprise Fund (the "Trust"), a Delaware business trust, which was formerly
known as American Capital Enterprise Fund, Inc. (the "Former Trust"), a
Maryland corporation, in connection with the filing of its Form 24f-2 (the
"Form 24f-2") with the Securities and Exchange Commission (the "Commission").
As of August 5, 1995, the Former Trust was reorganized from a Maryland
corporation into the Trust as a Delaware business trust, and the Trust has
adopted and succeeded, pursuant to Rule 414 under the Securities Act of 1933,
as amended (the "Securities Act"), to the registration statement and prior
Rule 24f-2 notices of the Former Trust.
The Form 24f-2 makes definite registration of 67,028,575 common
shares of beneficial interest, $.01 par value per share (the "Shares"), for
the Trust's fiscal year ended December 31, 1995.
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 Agreement and Declaration of Trust of the Trust dated May
10, 1995, as amended to the date hereof,
(ii) the Certificate of Trust of the Trust dated May 31, 1995,
as amended to the date hereof,
(iii) the Certificate of Designation of Van Kampen American
Capital Enterprise Fund, currently the only series of the Trust, dated June
21, 1995, as amended to the date hereof,
(iv) the By-laws of the Trust, as amended to the date hereof,
(v) the Agreement and Plan of Reorganization dated as of July 21,
1995 providing for the reorganization of the Former Trust into the Trust,
(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. 2-10559 and 811-00630 filed
with the Commission after December 31, 1994 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,
(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 such opinion 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
State of Delaware and we express no opinion as to the law of any other
jurisdiction.
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
