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 Growth and Income 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: 811-01228
Securities Act File Number: 2-21657
4. Last day of fiscal year for which this notice is filed: November 30, 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:
- 0 -
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
- 0 -
9. Number and aggregate sale price of securities sold during the fiscal year:
24,983,766 $374,517,191
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
24,983,766 $374,517,191
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):
<TABLE>
<CAPTION>
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): $ 374,517,191
---------------
(ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
applicable): + --
---------------
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 140,390,309
---------------
(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): 234,126,882
---------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation
(see Instruction C.6): / 3300
---------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 70,947.54
===============
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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</TABLE>
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). [ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: January 24, 1997
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: January 24, 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
January 24, 1997
Van Kampen American Capital
Growth and Income 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 Growth and Income 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 24,983,766 common shares of
beneficial interest, $.01 par value per share (the "Shares"), for the
Trust's fiscal year ended November 30, 1996.
In connection with this opinion, we have examined the
originals or copies, certified or otherwise identified to our
satisfaction, of the following documents:
the First Amended and Restated Agreement and Declaration of
Trust of the Trust dated, June 21, 1995 (the "Declaration of Trust");
Certificate of Amendment, dated September 7, 1995 to the
Declaration of Trust;
the Certificate of Trust of the Trust, dated May 31, 1995, as
amended on July 28, 1995;
the Certificate of Designation of Series of the Trust, dated
June 21, 1995;
the Amended and Restated By-laws of the Trust, dated November
17, 1995;
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. 2-21657 and
811-1228, filed with the Commission after November 30, 1995 and prior
to the date hereof and the exhibits contained therein;
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
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
