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 Tax Free Money Fund
(formerly known as Van Kampen Merritt Tax Free Money Fund)
Ladies and Gentlemen:
On behalf of the above-referenced investment company, 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 TAX FREE MONEY FUND
(formerly known as VAN KAMPEN MERRITT TAX FREE MONEY FUND)
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 Tax Free Money Fund
(formerly known as Van Kampen Merritt Tax Free Money Fund), (the
"Registrant") File Numbers 33-6745 and 811-4718
Ladies and Gentlemen:
This letter is the Rule 24f-2 Notice for Van Kampen American Capital Tax
Free Money Fund (formerly known as Van Kampen Merritt Tax Free Money
Fund), 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 Tax Free Money Fund
(formerly known as Van Kampen Merritt Tax Free Money Fund):
Class A Shares 23,885,907
Total Number of shares issued during the
referenced period: 23,885,907
Total Number of shares issued during the
referenced period in reliance upon
registration pursuant to this section: 23,885,907
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 TAX FREE MONEY FUND
(formerly known as VAN KAMPEN MERRITT TAX FREE MONEY FUND)
<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 Tax Free Money Fund
Class A Shares 23,885,907 $23,885,907,00 28,779,907 $28,779,907.00 (4,894,000) ($4,894,000.00) ($1,687.59)
TOTAL 23,885,907 $23,885,907.00 28,779,907 $28,779,907.00 (4,894,000) ($4,894,000.00) ($1,687.59)*
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Net aggregate sale price of shares sold: ($4,894,000.00)
Divided by 2900: /2900
------
Total 24f-2 Fee:* ($1,687.59) =$100
==============
</TABLE>
* The minimum Filing Fee = $100.00
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM]
August 29, 1995
Van Kampen American Capital
Tax Free Money Fund
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 Tax Free Money Fund (the "Trust"), a
Delaware business trust, in connection with the filing of
a 24f-2 Notice (the "Notice") with the Securities and
Exchange Commission (the "Commission"). The Notice makes
definite registration of 23,885,907 shares of beneficial
interest, $0.01 par value (the "Shares"), of the Trust
for the Trust's fiscal year ended June 30, 1995.
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 May 10, 1995 (the "Agreement and Declara-
tion of Trust"),
(iii) the By-laws of the Trust,
(iv) each Post-Effective Amendment under the
Securities Act of 1933, as amended (the "Securities
Van Kampen American Capital
Tax Free Money Fund
August 29, 1995
Page 2
Act"), and under the Investment Company Act of 1940 (the
"1940 Act"), to the Registration Statement of the Trust
on Form N-1A, Commission File Nos. 33-6745 and 811-4718
(the "Registration Statement"), filed with the Commission
after June 30, 1994 and prior to the date hereof, and the
exhibits contained therein,
(v) 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, and
(vi) such other agreements, documents, certifi-
cates 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.
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.
Van Kampen American Capital
Tax Free Money Fund
August 29, 1995
Page 3
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,
