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:
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, 1997
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)<, 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 fiscal year other
than pursuant to rule 24f-2: - 0 -
9. Number and aggregate sale price of securities sold during the fiscal
year: 94,162,306 $94,162,306
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
94,162,306 $94,162,306
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):
978,689 $978,689
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12. Calculation of registration fee;
(i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 94,162,306
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Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
(ii) applicable): + 978,689
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 97,712,684
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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): + --
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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): (2,571,689)
---------------
Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation
(vi) (see Instruction C.6): / 3300
---------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
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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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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 22, 1997
*Please print the name and title of the signing officer below the
signature.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
(ILLINOIS)
333 West Wacker Drive
Chicago, Illinois 60606-1285
(312) 407-0700
August 26, 1997
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, in connection with the filing of its Form 24f-2 (the
"Form 24f-2") with the Securities and Exchange Commission (the
"Commission"). The Form 24f-2 makes definite registration of
94,162,306 common shares of beneficial interest, $.01 par value
per share (the "Shares"), for the Trust's fiscal year ended June
30, 1997.
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 dated May 10, 1995;
(iii) the By-laws of the Trust dated May 10, 1995;
(iv) 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
June 30, 1996 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 authorization, issuance
and sale of the Shares and furnished to us by the Trust; and
(vi) 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 this opinion
which were not independently established by us, 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 Illinois; and, we express no opinion as to the law
of any other jurisdiction other than matters relating to the
Delaware business organizational statutes (including statutes
relating to Delaware business trusts) to the extent specifically
set forth herein.
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 (Illinois)
