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 Reserve 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: 811-02482
Securities Act File Number: 2-50870
4. Last day of fiscal year for which this notice is filed: May 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: 0
8. Number and amount of securities registered during the year other than
pursuant to rule 24F-2: 0
9. Number and aggregate sale price of securities sold during the fiscal
year:
6,463,545,228 $6,463,547,887
10. Number and aggregate sale price of securities issued during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
6,463,545,228 $6,463,547,887
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>
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): $ 6,463,547,887
Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
(ii) applicable): +
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 6,256,493,476
Aggregate price of shares redeemed or repurchased and previously applied as a reduction to filing fees
(iv) pursuant to rule 24e-2 (if applicable): + 0
Net aggregate price of securities sold and issued during the fiscal year in reliance on rule 24f-2
(v) [line (i), plus line (ii), less line (iii), plus line (iv)] (if applicable): 207,054,411
Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or
(vi) regulation (see Instruction C.6): x .00034483
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $71,398.07
</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). [ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 7/12/96
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: 7/29/96
*Please print the name and title of the signing officer below the signature.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
333 West Wacker Drive
Chicago, Illinois 60606-1285
(312) 407-0700
July 30, 1996
Van Kampen American Capital
Reserve 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 Reserve Fund (the "Trust"), a Delaware
business trust, which was formerly known as American Capital
Reserve Fund (the "Former Trust"), a voluntary association
with transferable shares organized and existing under and
by virtue of the laws of The Commonwealth of Massachusetts
commonly known as a Massachusetts business trust, in
connection with the filing of its Form 24f-2 (the "Form
24f-2") with the Securities and Exchange Commission (the
"Commission"). As of July 31, 1995, the Former Trust was
reorganized from a Massachusetts business trust 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
6,463,545,228 common shares of beneficial interest, $.01
par value per share (the "Shares"), for the Trust's fiscal
year ended May 31, 1996, which shares were issued in the
following amounts by the respective classes of the Trust:
5,955,030,579 Class A Shares; 409,059,828 Class B Shares;
and 99,454,821 Class C Shares.
In connection with this opinion, we have examined
the originals or copies, certified or otherwise identified
to our satisfaction, of the following documents:
(a) the First Amended and Restated Agreement and
Declaration of Trust of the Trust dated June 21, 1995 (the
"Declaration of Trust"),
(b) Certificate of Amendment dated September 7,
1995 to the Declaration of Trust,
(c) the Certificate of Trust of the Trust dated
July 11, 1995,
(d) the Certificate of Designation of the Trust,
(e) the Amended and Restated By-laws of the Trust
dated September 7, 1995,
(f) the Agreement and Plan of Reorganization
dated as of July 31, 1995 providing for the reorganization
of the Former Trust into the Trust,
(g) 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. 2-50870 and 811-02482, filed
with the Commission after August 1, 1995 and prior to the
date hereof and the exhibits contained therein,
(h) 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,
(i) 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,
Skadden, Arps, Slate, Meagher & Flom
