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[VAN KAMPEN AMERICAN CAPITAL LETTERHEAD]
August 28, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Attention: Filing Desk
Stop 1-4
Washington D.C. 20549
Re: American Capital Pace Fund, Inc.
Rule 24f-2 Notice
CIK No. 75368
File No. 2-31417
No. 811-1792
Gentlemen:
In accordance with the provisions of Rule 24f-2, American Capital Pace
Fund, Inc. (the "Fund") hereby files its 24f-2 Notice.
This Rule 24f-2 Notice is filed for the Fund's fiscal year ended June
30, 1995, (the "Fiscal Year"), and relates to shares of Capital Stock, $0.50
par value (the "Shares") of the Fund.
41,166,179 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.
39,204,561 Shares were registered during the Fiscal Year, other than
pursuant to Rule 24f-2.
89,184,253 Shares were sold during the Fiscal Year (consisting of
73,542,303 Class A shares, 14,291,211 Class B shares and
1,350,739 Class C shares) exclusive of 25,645,664 Shares
(consisting of 25,119,379 Class A shares, 507,973 Class B
shares and 18,312 Class C shares) issued upon reinvestment of
dividends or distributions without the imposition of a sales
charge.
8,813,513 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 indicating that the
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Shares, the registration of which this Notice makes definite in
number, were legally issued, fully paid, and nonassessable.
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 24e-2(a) in filings made
pursuant to Section 24(e)(1) of the Investment Company Act of 1940. Such
computation is as follows:
<TABLE>
<S> <C>
Aggregate Sales Price for Shares Sold During
Fiscal Year Under Rule 24f-2 $ 95,860,419
Reduced by the difference between:
(1) Aggregate Redemption Price of Shares
Redeemed during the Fiscal Year $1,216,325,697
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 $ -0-
----------
</TABLE>
No fee is due with this filing. Any questions regarding this filing
should be addressed to the undersigned at the above address.
Very truly yours,
/s/ NORI L. GABERT
Nori L. Gabert
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EXHIBIT 99.11
INDEX TO EXHIBITS
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EXHIBIT 99.11
O'MELVENY & MYERS
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071-2899
TELEPHONE (213) 669-6000
FACSIMILE (213) 669-6407
August 23, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 669-6690 019,626-999
LA1-677173.V1
American Capital Pace Fund, Inc.
2800 Post Oak Boulevard
Houston, TX 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 not later than August 31, 1995. The Notice states that
during the fiscal year ended June 30, 1995, you issued and sold 8,813,513
shares of your Capital Stock, $.50 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 constituted validly
issued, fully paid and nonassessable shares of your Capital Stock.
We consent to the filing of this opinion as an exhibit to the
Notice.
Respectfully submitted,
/s/ 0'MELVENY & MYERS
0'MELVENY & MYERS
