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[VAN KAMPEN/AMERICAN CAPITAL LETTERHEAD]
February 23, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Attention: Filing Desk
Stop 1-4
Washington, D.C. 20549-1004
Re: American Capital Monthly Accumulation Plans
Rule 24f-2 Notice
File No. 2-91379
Gentlemen:
In accordance with the provisions of Rule 24f-2, American Capital
Monthly Accumulation Plans (the "Trust") hereby files its 24f-2 Notice.
This Rule 24f-2 Notice is filed for the Trust's fiscal year ended
December 31, 1994, (the "Fiscal Year"), and relates to 10 year and 15 year
American Capital Monthly Accumulation Plans (the "Plans") contractual plans for
the accumulation of shares of American Capital Enterprise Fund, Inc. (successor
to American Capital Growth Fund, Inc.).
0 Plans 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.
0 Plans were registered during the Fiscal Year, other than pursuant to
Rule 24f-2.
$153,671 of Plans were sold during the Fiscal Year exclusive of
$198,728 representing reinvestment of dividends or distributions without the
imposition of a sales charge.
$153,671 of Plans were sold during the Fiscal Year in reliance upon the
registration of an indefinite amount of Plans 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 Plans, the registration of which this Notice makes definite
in number, were legal, valid and binding agreements between the Custodian, the
Depositor and the Planholders.
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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 Plans were sold during
the Fiscal Year under Rule 24f-2. Such computation is as follows:
<TABLE>
<S> <C>
Aggregate Sales Price for Plans Sold During
Fiscal Year Under Rule 24f-2 $ 153,671
x.00034483
------------
$ 52.99
============
</TABLE>
The required fee, in the amount of $52.99 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.
Very truly yours,
/s/ NORI L. GABERT
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NORI L. GABERT
(713) 993-4243
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[VAN KAMPEN AMERICAN CAPITAL LETTERHEAD]
February 23, 1995
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Gentlemen:
At your request I have examined the form of Rule 24f-2 Notice (the
"Notice") proposed to be filed by you with the Securities and Exchange
Commission (the "Commission"). The Notice states that during the fiscal year
ended December 31, 1994, you issued and sold $153,671 10-year and 15-year
American Capital Monthly Accumulation Plans (the "Plans"), contractual plans
for the accumulation of shares of American Capital Enterprise Fund, Inc.
(successor to American Capital Growth Fund, Inc.) in reliance upon your
registration of an indefinite number of plans pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. I am familiar with the proceedings
taken by you in connection with authorization, issuance and sale of the Plans.
Based upon my examination and upon my knowledge of your Custodian
Agreement with First Pennsylvania Bank, N.A., your activities, and assuming,
without independent verification, that the Plans were sold in compliance with
applicable Blue Sky laws and in the manner referred to in the Registration
Statement on Form S-6 filed under the Securities Act of 1933, as amended, it is
my opinion that the Plans constituted validly issued, binding agreements
between you, the Custodian, and the Planholders.
I consent to the filing of this opinion as an exhibit to the Notice.
Respectfully submitted,
/s/ Ronald A. Nyberg
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Ronald A. Nyberg,
Executive Vice President
