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[VAN KAMPEN/AMERICAN CAPITAL LETTERHEAD]
February 27, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Attention: Filing Desk
Stop 1-4
Washington, D.C. 20549-1004
Re: American Capital Life Investment Trust
American Capital Multiple Strategy Portfolio
Rule 24f-2 Notice
File No. 33-628
No. 811-4424
Gentlemen:
In accordance with the provisions of Rule 24f-2, American Capital Life
Investment Trust - American Capital Multiple Strategy Portfolio (the "Fund")
hereby files its 24f-2 Notice.
This Rule 24f-2 Notice is filed for the Fund's fiscal year ended
December 31, 1994, (the "Fiscal Year"), and relates to shares of Beneficial
Trust, $0.01 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.
0 Shares were registered during the Fiscal Year, other than pursuant
to Rule 24f-2.
327,001 Shares were sold during the Fiscal Year exclusive of 700,508
Shares issued upon reinvestment of dividends or distributions without the
imposition of a sales charge.
327,001 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.
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
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Securities and Exchange Commission
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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 $ 3,800,820
Reduced by the difference between:
(1) Aggregate Redemption Price of Shares
Redeemed during the Fiscal Year $ 9,663,525
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-
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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
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Nori L. Gabert
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O'MELVENY & MYERS
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071-2899
TELEPHONE (213) 669-6000
FACSIMILE (213) 669-6407
February 16, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 669-6690 019,615-999
LA1-655923.V1
American Capital Life Investment Trust -
Multiple Strategy Portfolio
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 February 28, 1995. The Notice states that during the
fiscal year ended December 31, 1994, you issued and sold 327,001 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 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/ 0'MELVENY & MYERS
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0'MELVENY & MYERS
