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July 25, 1995
SECURITIES AND EXCHANGE COMMISSION
Attention: Filing Desk, Stop 1-4
450 Fifth Street, NW
Washington D.C. 20549-1004
Re: American Capital Reserve Fund, Inc.
Rule 24f-2 Notice
File No. 811-2482
2-50870
Gentlemen:
In accordance with the provisions of Rule 24f-2, American Capital Reserve
Fund, Inc. (the "Fund") hereby files five copies of its 24f-2 Notice.
This Rule 24f-2 Notice is filed for the Fund's fiscal year ended May 31,
1995, (the "Fiscal Year"), and relates to shares of Capital Stock, $0.01 par
value (the "Shares") of the Fund.
-0- Shares had been registered under the Securities Act of 1933 (other
than pursuant to Rule 24f-2) and remained unsold at the beginning of the Fiscal
Year.
297,015,775 Shares were registered during the Fiscal Year, other than
pursuant to Rule 24f-2.
3,172,945,413 Shares were sold during the Fiscal Year exclusive of
18,640,493 Shares issued upon reinvestment of dividends or distributions
without the imposition of a sales charge.
2,875,929,638 Shares were sold during the Fiscal Year in reliance upon
the registration of an indefinite number of Shares pursuant to Rule 24f-2.
Attached to this Rule 24f-2 Notice and made a part hereof, is an opinion of
counsel indicating that the Shares, the registration of which this Notice makes
definite in number, were legally issued, fully paid, and nonassessable.
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Securities and Exchange Commission
July 25, 1994
Page 2
In accordance with subsection (c) of Rule 24f-2, a registration fee is
payable, based upon the actual aggregate price for which Shares were sold
during the Fiscal Year under Rule 24f-2, reduced by the difference between (1)
the actual aggregate redemption price of Shares redeemed by the Fund during the
Fiscal Year, and (2) the actual aggregate redemption price of such redeemed
Shares previously applied by the Fund pursuant to Rule 24e-2(a) in filings made
pursuant to Section 24(e)(1) of the Investment Company Act of 1940. Such
computation is as follows:
<TABLE>
<S> <C>
Aggregate Sales Price for Shares Sold During
Fiscal Year Under Rule 24f-2 $2,875,929,638
Reduced by the difference between:
(1) Aggregate Redemption Price of Shares
Redeemed during the Fiscal year $3,330,928,302
and
(2) Aggregate Redemption Price of Redeemed
Shares Previously Applied by Fund
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ -0-
Equals $ -0-
</TABLE>
No fee is due. Any questions regarding this filing should be addressed
to the undersigned at the above address.
Very truly yours,
Nori L. Gabert
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[O'MELVENY & MYERS LETTERHEAD]
July 18, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 669-6690 019,628-999
LA1-673133.V1
American Capital Reserve Fund, Inc.
2800 Post Oak Boulevard
Houston, TX 77056
Ladies and Gentlemen:
At your request, we have examined the form of Rule 24f-2 Notice (the
"Notice") proposed to be filed by you with the Securities and Exchange
Commission not later than July 31, 1995. The Notice states that during the
fiscal year ended May 31, 1995, you issued and sold 2,875,929,638 shares of your
Capital Stock, $.01 par value (the "Shares"), in reliance upon your registration
of an indefinite number of shares pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. We are familiar with the proceedings taken by
you in connection with the authorization, issuance and sale of the Shares.
Based upon our examination and upon our knowledge of your corporate
activities, and assuming, without independent verification, that the Shares were
sold in compliance with applicable Blue Sky laws and in the manner referred to
in your Registration Statement on Form N-1A filed under the Securities Act of
1933, it is our opinion that the Shares constituted validly issued, fully paid
and nonassessable shares of your Capital Stock.
We consent to the filing of this opinion as an exhibit to the Notice.
Respectfully submitted,
/s/ 0'MELVENY & MYERS
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0'MELVENY & MYERS
