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 Trust
(formerly known as Van Kampen Merritt Trust)
Ladies and Gentlemen:
On behalf of the above-referenced investment company and its series, Van
Kampen American Capital High Yield Fund, (formerly known as Van Kampen
Merritt High Yield Fund), Van Kampen American Capital Short-Term Global
Income Fund, (formerly known as Van Kampen Merritt Short-Term Global
Income Fund), Van Kampen American Capital Adjustable Rate U.S. Government
Fund, (formerly known as Van Kampen Merritt Adjustable Rate U.S.
Government Fund), Van Kampen American Capital Strategic Income Fund
(formerly known as Van Kampen Merritt Strategic Income Fund) and Van
Kampen American Capital Emerging Markets Income Fund, (formerly known as
Van Kampen Merritt Emerging Markets Income Fund), enclosed herewith for
filing under the Investment Company Act of 1940, as 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 $100.00 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 TRUST
(formerly known as VAN KAMPEN MERRITT 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 Trust
(formerly known as Van Kampen Merritt Trust), (the "Registrant")
File Numbers 33-4410 and 811-4629
Ladies and Gentlemen:
This letter is the Rule 24f-2 Notice for Van Kampen American Capital Trust,
(formerly known as Van Kampen Merritt 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 High Yield Fund
(formerly known as Van Kampen Merritt High Yield Fund):
Class A Shares 4,486,285
Class B Shares 3,320,361
Class C Shares 160,125
Class D Shares 0
Number of shares issued during the referenced
period by the Registrant for its series,
Van Kampen American Capital Short-Term Global Income Fund
(formerly known as Van Kampen Merritt Short-Term Global Income Fund):
Class A Shares 147,880
Class B Shares 633,871
Class C Shares 2,233
Class D Shares 0
Number of shares issued during the referenced
period by the Registrant for its series,
Van Kampen American Capital Adjustable Rate U.S. Government Fund
(formerly known as Van Kampen Merritt Adjustable Rate U.S. Government Fund):
Class A Shares 105,608
Class B Shares 378,892
Class C Shares 121,658
Number of shares issued during the referenced
period by the Registrant for its series,
Van Kampen American Capital Strategic Income Fund
(formerly known as Van Kampen Merritt Strategic Income Fund):
Class A Shares 970,765
Class B Shares 1,206,027
Class C Shares 65,188
Number of shares issued during the referenced
period by the Registrant for its series,
Van Kampen American Capital Emerging Markets Income Fund
(formerly known as Van Kampen Merritt Emerging Markets Income Fund):
Class A Shares 0
Class B Shares 0
Class C Shares 0
Total Number of shares issued during the
referenced period: 11,598,893
Total Number of shares issued during the
referenced period in reliance upon
registration pursuant to this section: 11,598,893
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 TRUST
(formerly known as VAN KAMPEN MERRITT 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 High Yield Fund
Class A Shares 4,486,285 $41,415,162.00 5,626,205 $ 51,959,218.00 (1,139,920) ($10,544,056.00) ($3,635.88)
Class B Shares 3,320,361 $30,775,474.00 978,937 $9,050,461.00 2,341,424 $21,725,013.00 $7,491.38
Class C Shares 160,125 $1,483,731.00 186,357 $1,710,842.00 (26,232) ($227,111.00) ($78.31)
Class D Shares 0 $0.00 121 $1,228.00 (121) ($1,228.00) ($0.42)
VKAC Short-Term Global
Income Fund
Class A Shares 147,880 $1,164,395.00 9,324,231 $73,225,277.00 (9,176,351) ($72,060,882.00) ($24,848.58)
Class B Shares 633,871 $5,017,062.00 18,052,147 $141,454,897.00 (17,418,276) ($136,437,835.00) ($47,047.53)
Class C Shares 2,233 $18,000.00 4,985 $38,532.00 (2,752) ($20,532.00) ($7.08)
Class D Shares 0 $0.00 124 $1,032.00 (124) ($1,032.00) ($0.36)
VKAC Adjustable Rate U.S.
Government Fund
Class A Shares 105,608 $983,281.00 282,084 $2,617,305.00 (176,476) ($1,634,024.00) ($563.46)
Class B Shares 378,892 $3,537,915.00 1,368,682 $12,744,183.00 (989,790) ($9,206,268.00) ($3,174.58)
Class C Shares 121,658 $1,138,530.00 324,089 $3,018,236.00 (202,431) ($1,879,706.00) ($648.17)
VKAC Strategic Income
Fund
Class A Shares 970,765 $11,135,557.00 576,467 $6,551,783.00 394,298 $4,583,774.00 $1,580.61
Class B Shares 1,206,027 $13,927,571.00 772,126 $8,730,596.00 433,901 $5,196,975.00 $1,792.06
Class C Shares 65,188 $753,789.00 103,217 $1,132,943.00 (38,029) ($379,154.00) ($130.74)
VKAC Emerging Markets
Income Fund
Class A Shares 0 $0.00 0 $0.00 0 $0.00 $0.00
Class B Shares 0 $0.00 0 $0.00 0 $0.00 $0.00
Class C Shares 0 $0.00 0 $0.00 0 $0.00 $0.00
TOTAL 11,598,893 $111,350,467.00 37,599,772 $312,236,533.00 (26,000,879) ($200,886,066.00) ($69,271.06)*
Net aggregate sale price of shares sold: ($200,886,066.00)
Divided by 2900: /2900
-----
Total 24f-2 Fee:* ($69,271.06) = $100
==========
</TABLE>
The minimum Filing Fee = $100.00
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM]
August 29, 1995
Van Kampen American Capital 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 Trust (the "Trust"), a Delaware business
trust, in connection with the filing of a 24f-2 Notice
(the "Notice") with the Securities and Exchange Commis-
sion (the "Commission"). The Notice makes definite
registration of 11,598,893 shares of beneficial interest,
$0.01 par value (the "Shares"), for the Trust's fiscal
year ended June 30, 1995, which Shares were issued by the
respective series of the Trust and in the respective
classes of Shares as set forth in Annex A attached here-
to.
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"),
(iii) the Certificate of Designation of each
series of the Trust, each dated as of May 10, 1995,
Van Kampen American Capital Trust
August 29, 1995
Page 2
(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 1940 Act, to the Registration State-
ment of the Trust on Form N-lA, Commission File Nos. 33-
4410 and 811-4629 (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 Trust from
certain sections of the 1940 Act to the extent necessary
to permit its series 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 one or more series, 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.
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.
Van Kampen American Capital Trust
August 29, 1995
Page 3
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,
<TABLE>
ANNEX A
<CAPTION>
<S> <C> <C> <C> <C>
Series of
Van Kampen American Class A Class B Class C Class D
Capital Trust<F1> Shares Shares Shares<F2> Shares
Van Kampen American
Capital High Yield
Fund 4,486,285 3,320,361 160,125 0
Van Kampen American
Capital Short-Term
Global Income Fund 147,880 633,871 2,233 0
Van Kampen American
Capital Adjustable
Rate U.S. Government
Fund 105,608 378,892 121,658 N/A
Van Kampen American
Capital Strategic
Income Fund 970,765 1,206,027 65,188 N/A
Van Kampen American
Capital Emerging
Markets Income Fund 0 0 0 N/A
<FN>
<F1> The Van Kampen American Capital Emerging Markets
Income Fund has not commenced operation and no
securities have been issued thereunder.
<F2> Shares designated herein as Class C Shares were
designated by each series as Class D Shares prior to
March 7, 1994.
</TABLE>
