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October 30, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Attention: Filing Desk
Stop I-4
Washington, D.C. 20549-1004
Re: Van Kampen American Capital Emerging Growth Fund
(formerly American Capital Emerging Growth Fund, Inc.)
Rule 24f-2 Notice
File Nos. 2-33214 & 811-2424
Gentlemen:
In accordance with the provisions of Rule 24f-2, Van Kampen American
Capital Emerging Growth Fund (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 August
31, 1995, (the "Fiscal Year"), and relates to shares of Beneficial Interest,
$.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.
432,245 Shares were registered during the Fiscal Year, other than
pursuant to Rule 24f-2.
48,810,375 Shares were sold during the Fiscal Year (consisting of
41,742,312 Class A shares, 6,061,426 Class B shares and 1,006,637 Class C
shares) exclusive of 1,048,832 Shares (consisting of 721,895 Class A shares,
302,136 Class B shares and 24,801 Class C shares) issued upon reinvestment of
dividends or distributions without the imposition of a sales charge.
48,378,130 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
Page Two
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 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:
Aggregate Sales Price for Shares Sold During
Fiscal Year under Rule 24f-2 $1,254,928,569
Reduced by the difference between:
(1) Aggregate Redemption Price of Shares
Redeemed during the Fiscal Year $1,056,089,233
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 $ 198,839,233
The required fee in the amnount of $68,565.29 has been wired to the
Securities and Exchange Commission and is located under the name of American
Capital Management & Research, Inc., CIK #0000925506, and the Funds are
non-restricted. Any questions regarding this filing should be addressed to the
undersigned at the above address.
Very truly yours,
Curtis W. Morell,
Vicer President and Treasurer
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O' M E L V E N Y & M Y E R S
4 0 0 S O U T H H O P E S T R E E T
L O S A N G E L E S , C A L I F O R N I A 9 0 0 7 1 - 2 8 9 9
TELEPHONE (213) 669-6000
FACSIMILE (213) 669-6407
October 26, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 669-6690 019,630-999
LA1-683769.V1
Van Kampen American Capital Emerging
Growth Fund
2800 Post Oak Boulevard
Houston, Texas 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. The Notice states that during the fiscal year ended
August 31, 1995, you issued and sold 48,378,130 shares of beneficial interest,
$.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 are validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Notice.
Respectfully submitted,
/s/ O'MELVENY & MEYERS
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0'MELVENY & MYERS
