U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Van Kampen American Capital Tax Free Money Fund
One Parkview Plaza
Oakbrook Terrace, IL 60181
2. Name of each series or class of funds for which this notice is filed: Class A
3. Investment Company Act File Number: 811-4718
Securities Act File Number: 33-6745
4. Last day of fiscal year for which this notice is filed: June 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7 .Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year: - 0 -
8. Number and amount of securities registered during the year other than
pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
67,200,916 $67,200,916
10. Number and aggregate sale price of securities issued during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
67,200,916 $67,200,916
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see Instruction
B.7):
762,564 $762,564
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12. Calculation of registration fee:
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(i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 67,200,916
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Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
(ii) applicable): + 762,564
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 65,505,643
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Aggregate price of shares redeemed or repurchased and previously applied as a reduction to filing fees
(iv) pursuant to rule 24e-2 (if applicable): + 0
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Net aggregate price of securities sold and issued during the fiscal year in reliance on rule 24f-2 [line
(v) (i), plus line (ii), less line (iii), plus line (iv)] (if applicable): $ 2,457,837
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Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation
(vi) (see Instruction C.6): / 2900
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 847.53
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: August 23, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Nicholas Dalmaso
Nicholas Dalmaso
Assistant Secretary
Date: August 26, 1996
*Please print the name and title of the signing officer below the signature.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE RODNEY SQUARE
BOX 636
WILMINGTON, DELAWARE 19899-0636
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(302) 651-3000
August 26, 1996
Van Kampen American Capital
Tax Free Money Fund
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Filing of Form 24f-2
Ladies and Gentlemen:
We have acted as special counsel to Van Kampen
American Capital Tax Free Money Fund (the "Trust"), a
Delaware business trust, which was formerly known as Van
Kampen Merritt Tax Free Money Fund (the "Former Trust"), a
voluntary association with transferable shares organized
and existing under and by virtue of the laws of The
Commonwealth of Massachusetts commonly known as a
Massachusetts business trust, in connection with the filing
of its Form 24f-2 (the "Form 24f-2") with the Securities
and Exchange Commission (the "Commission"). As of July 31,
1995, the Former Trust was reorganized from a Massachusetts
business trust into the Trust as a Delaware business trust,
and the Trust has adopted and succeeded, pursuant to Rule
414 under the Securities Act of 1933, as amended (the
"Securities Act"), to the registration statement and prior
Rule 24f-2 notices of the Former Trust.
The Form 24f-2 makes definite registration of
67,200,916 common shares of beneficial interest, $.01 par
value per share (the "Shares"), for the Trust's fiscal year
ended June 30, 1996.
In connection with this opinion, we have examined
the originals or copies, certified or otherwise identified
to our satisfaction, of the following documents:
(i) the Agreement and Declaration of Trust of
the Trust dated May 10, 1995 (the "Declaration of Trust"),
(ii) the Certificate of Trust of the Trust dated
May 10, 1995,
(iii) the By-laws of the Trust dated May 10,1995,
(iv) the Agreement and Plan of Reorganization
dated as of July 31, 1995 providing for the reorganization
of the Former Trust into the Trust,
(v) each Post-Effective Amendment under the
Securities Act and the Investment Company Act of 1940, as
amended, to the Registration Statement of the Trust on Form
N-1A, Commission File Nos. 33-6745 and 811-4718, filed
with the Commission after August 29, 1995 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
authorization, issuance and sale of the Shares and furnished
to us by the Trust,
(vii) such other agreements, documents,
certificates 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 authenticity
of the originals of such latter documents. As to any facts
material to such opinion 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 practice
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 Shares by the
Trust have been validly authorized and, assuming
certificates therefor have been duly executed and delivered
or the shareholders' accounts have been duly credited and
the Shares represented thereby have been fully paid for,
such Shares were validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion
with the Form 24f-2.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM
