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 U.S. Government Trust
One Parkview Plaza
Oakbrook Terrace, IL 60181
2. Name of each series or class of funds for which this notice is filed:
Van Kampen American Capital U.S. Government Fund
3. Investment Company Act File Number: 811-3950
Securities Act File Number: 2-89190
4. Last day of fiscal year for which this notice is filed: 12/31/95
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:
7,870,702 $114,233,308
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
7,870,702 $114,233,308
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):
8,634,791 $125,466,322
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12. Calculation of registration fee;
(i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 114,233,308
(ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
applicable): + 125,466,322
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 469,431,118
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
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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). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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 February 28, 1996
*Please print the name and title of the signing officer below the
signature.
Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive
Chicago, IL 60606-1285
(312) 407-0700
February 28, 1996
Van Kampen American Capital
U.S. Government Trust
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
U.S. Government Trust (the "Trust"), a Delaware business trust, which was
formerly known as Van Kampen Merritt U.S. Government Trust (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 7,870,702 common
shares of beneficial interest, $.01 par value per share (the "Shares"), for
the Trust's fiscal year ended December 31, 1995, which Shares were issued by
the Van Kampen American Capital U.S. Government Fund (the "Fund) which is
currently the only series of the Trust.
In connection with this opinion, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of the
following documents:
(i) the Agreement and Declaration of Trust of the Trust dated May
10, 1995,
(ii) the Certificate of Trust of the Trust dated May 10, 1995,
(iii) the Certificate of Designation for the Fund,
(iv) the By-laws of the Trust,
(v) the Agreement and Plan of Reorganization dated as of July 21,
1995 providing for the reorganization of the Former Trust into the Trust,
(vi) 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. 2-89190 and 811-3950, filed
with the Commission after December 31, 1994 and prior to the date hereof and
the exhibits contained therein,
(vii) 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,
(viii) 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,
/s/ Skadden, Arps, Slate, Meagher & Flom
