<PAGE> 1
July 31, 1995
SECURITIES AND EXCHANGE COMMISSION
Attention: Filing Desk
Stop 1-4
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: American Capital World Portfolio Series, Inc. -
American Capital Global Equity Fund
Rule 24f-2 Notice
File No. 33-37879
811-6220
Gentlemen:
In accordance with the provisions of Rule 24f-2, American Capital World
Portfolio Series, Inc. - American Capital Global Equity Fund (the "Fund") hereby
files five copies of its 24f-2 Notice.
This Rule 24f-2 Notice is filed for the Fund's fiscal year ended May 31,
1994, (the "Fiscal Year"), and relates to shares of Capital Stock, $0.001 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.
6,634,440 Shares were sold during the Fiscal Year (consisting of 3,727,775
Class A shares, 2,555,706 Class B shares and 350,959 Class C shares) exclusive
of 252,728 Shares (consisting of 114,288 Class A shares, 126,187 Class B shares
and 12,253 Class C shares) issued upon reinvestment of dividends or
distributions without the imposition of a sales charge.
6,634,440 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
<PAGE> 2
Page Two
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 the difference between (l) 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 l940. Such
computation is as follows:
<TABLE>
<S> <C>
Aggregate Sales Price for Shares Sold During
Fiscal Year Under Rule 24f-2 $76,314,541
Reduced by the difference between:
(1) Aggregate Redemption Price of
Shares Redeemed during the Fiscal
Year $43,629,422
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously Applied
by Fund Pursuant to Section 24(e)(1)
of Investment Company Act of l940 $ -0-
Equals $32,685,119
</TABLE>
The required fee in the amount of of $11,270.73 has been wired to the
Securities and Exchange Commission and is located under the name of American
Capital Management & Research, Inc., CIK #0000925506, and the funds are
non-restricted. Any questions regarding this filing should be addressed to the
undersigned at the above address.
Very truly yours,
/s/ Nori L. Gabert
--------------------
Nori L. Gabert
<PAGE> 1
[O'MELVENY & MYERS LETTERHEAD]
July 26, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 669-6690 019,631-999
LA1-673954.V1
American Capital World Portfolio Series, Inc. -
American Capital Global Equity Fund
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 July 31, 1995. The Notice states that during
the fiscal year ended May 31, 1995, you issued and sold 6,634,440 shares of your
Capital Stock, $.001 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
corporate 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 constituted validly
issued, fully paid and nonassessable shares of your Capital Stock.
We consent to the filing of this opinion as an exhibit to the
Notice.
Respectfully submitted,
/s/ O'MELVENY & MYERS
---------------------------
O'MELVENY & MYERS
