VIA EDGAR
August 29, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for
Van Kampen American Capital Money Market Trust
(formerly known as Van Kampen Merritt Money Market Trust)
Ladies and Gentlemen:
On behalf of the above-referenced investment company and its series, Van
Kampen American Capital Money Market Fund, (formerly known as Van Kampen
Merritt Money Market Fund), enclosed herewith for filing under the
Investment Company Act of 1940, a amended, and the General Rules and
Regulations of the Securities and Exchange Commission thereunder are
the following:
(a) One conformed copy of the Rule 24f-2 Notice required pursuant to
Rule 24f-2(b)(1) with opinion of counsel attached thereto; and
(b) A wire transfer of the filing fee in the amount of $1,591.13 in
payment of the fees required by Rule 24f-2(c) and (d) of the
Rules, to be allocated according to Attachment A to the Rule
24f-2 Notice.
Should the staff have any questions regarding the foregoing, please
contact the undersigned at (708) 684-6354, or Nicholas Dalmaso, Esq.
at (708) 684-6774.
Sincerely,
/s/ Renee E. Krol
Renee E. Krol
Paralegal
Enclosures
RULE 24f-2 NOTICE FOR
VAN KAMPEN AMERICAN CAPITAL MONEY MARKET TRUST
(formerly known as VAN KAMPEN MERRITT MONEY MARKET TRUST)
August 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Van Kampen American Capital Money Market Trust
(formerly known as Van Kampen Merritt Money Market Trust), (the
"Registrant") File Numbers 2-78401 and 811-3514
Ladies and Gentlemen:
This letter is the Rule 24f-2 Notice for Van Kampen American Capital
Money Market Trust (formerly known as Van Kampen Merritt Money Market
Trust), filed pursuant to Paragraph (b) (1) of the Rule. This
Rule 24f-2 Notice is for the fiscal year ended June 30, 1995.
Number of shares of beneficial interest
registered under the Securities Act
of 1933 other than pursuant to this
section but which remained unsold at
the beginning of the fiscal year: 0
Number of shares registered during the fiscal
year other than pursuant to this section: 0
Number of shares issued during the referenced
period by the Registrant for its series,
Van Kampen American Capital Money Market Fund
(formerly known as Van Kampen Merritt Money Market Fund):
Class A Shares 84,390,774
Class B Shares 21,212,451
Total Number of shares issued during the
referenced period: 105,603,225
Total Number of shares issued during the
referenced period in reliance upon
registration pursuant to this section: 105,603,225
Enclosed is an opinion of counsel concerning the shares registered pursuant
to this section, together with the fee*.
Sincerely,
/s/ Edward C. Wood III
Edward C. Wood III
Vice President & Treasurer
*See Attachment A for Calculation of Rule 24f-2 Fee.
<TABLE>
ATTACHMENT A TO RULE 24F-2 NOTICE
VAN KAMPEN AMERICAN CAPITAL MONEY MARKET TRUST
(formerly known as VAN KAMPEN MERRITT MONEY MARKET TRUST)
<CAPTION>
No. Shares $ Amount Net Share Net $ Rule 24f-2
Series Name No. Shares Sold $ Amount Sold Redeemed Redeemed Increase Increase Fee
<S> <C> <C> <C> <C> <C> <C> <C>
VKAC Money Market Fund
Class A Shares 84,390,774 $84,390,774.00 86,803,084 $ 86,803,084.00 (2,412,310) ($2,412,310.00) ($831.83)
Class B Shares 21,212,451 $21,212,451.00 14,185,874 $ 14,185,874.00 7,026,577 $7,026,577.00 $2,422.96
TOTAL 105,603,225 $105,603,225.00 100,988,958 $100,988,958.00 4,614,267 $4,614,267.00 $1,591.13
Net aggregate sale price of shares sold: $4,614,267.00
Divided by 2900: /2900
-----
Total 24f-2 Fee: $1,591.13
=========
</TABLE>
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM]
August 29, 1995
Van Kampen American Capital
Money Market Trust
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Filing of 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Van Kampen
American Capital Money Market Trust (the "Trust"), a
Delaware business trust, in connection with the filing of
a 24f-2 Notice (the "Notice") with the Securities and
Exchange Commission (the "Commission"). The Notice makes
definite registration of 105,603,225 shares of beneficial
interest, $0.01 par value (the "Shares"), of (i)
84,390,774 Class A Shares and 21,212,451 Class B Shares
of beneficial interest, each $0.01 par value, in the
series of the Trust designated the Van Kampen American
Capital Money Market Fund (the "Money Market Fund"), for
the Trust's fiscal year ended June 30, 1995.
In connection with the foregoing, we have exam-
ined the originals or copies, certified or otherwise
identified to our satisfaction, of the following docu-
ments:
(i) the Certificate of Trust of the Trust dated
as of May 10, 1995 and filed with the Secretary of State
of Delaware on July 28, 1995,
(ii) the Agreement and Declaration of Trust of
the Trust dated as of May 10, 1995 (the "Agreement and
Declaration of Trust"),
Van Kampen American Capital
Money Market Trust
August 29, 1995
Page 2
(iii) the Certificate of Designation of the
Money Market Fund dated as of May 10, 1995,
(iv) the By-laws of the Trust,
(v) each Post-Effective Amendment under the
Securities Act of 1933, as amended (the "Securities
Act"), and under the Investment Company Act of 1940, as
amended (the "1940 Act"), to the Registration Statement
of the Trust on Form N-1A, Commission File Nos. 2-78401
and 811-3514 (the "Registration Statement"), filed with
the Commission after June 30, 1994 and prior to the date
hereof, and the exhibits contained therein,
(vi) copies of certain resolutions adopted by
the Board of Trustees of the Trust relating to the autho-
rization, issuance and sale of the Shares and furnished
to us by the Trust,
(vii) the order of the Commission, dated July
28, 1993 (Release No. IC-19600), exempting the Fund from
certain sections of the 1940 Act to the extent necessary
to permit the Funds to issue two or more classes of
shares with differing voting rights, conversion rights
and expense allocations and to impose a contingent de-
ferred sales charge in connection with redemptions of a
class of shares of the Fund, and
(viii) such other agreements, documents, cer-
tificates 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 au-
thenticity of the originals of such latter documents. As
to any facts material to such opinions which were not
independently established, we have relied on statements
or representations of officers of the Trust or others.
Van Kampen American Capital
Money Market Trust
August 29, 1995
Page 3
Members of this Firm are admitted to the prac-
tice 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 the Shares
by the Trust have been validly authorized and, assuming
certificates therefor have been duly executed and deliv-
ered or the shareholders' accounts have been duly credit-
ed and the Shares represented thereby have been fully
paid for, such Shares were validly issued, fully paid and
nonassessable.
Wayne W. Whalen, a Trustee of the Trust, is a
partner in this firm.
We hereby consent to the filing of this opinion
with the Notice.
Very truly yours,
