Rule 24f-2 Notice
FORTRESS ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-41004
(i) fiscal period for which notice is filed February 28, 1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at March 1, 1993,
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 -0- -0-
(iv) The number or amount of securities
sold during the fiscal period of this
notice -0- 39,767,211
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 39,767,211
WITNESS the due execution hereof this 15th day of April, 1994.
By: /s/ Charles H. Field
Charles H. Field
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v)................................... $ 392,574,656
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed........ $740,150,623
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed.................. 740,150,623
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based......................................................... $(347,575,967)
FEE SUBMITTED (1/29 of 1% of Total amount)............... $ 0
CONVERSION OF NET REDEMPTIONS ON
RULE 24f-2 NOTICE TO FILING
UNDER RULE 24e-2
When a negative amount appears on the line captioned "Total amount upon which
the fee calculated specified in Section 6(b) of the Securities Act of 1933 is
based", the following calculation should be made to determine the share
information needed to file under Rule 24e-2:
Total redemptions (per annual report) 74,951,362
Less: Line (v) - Rule 24f-2 Notice 39,767,211
Shares available to register under
Rule 24e-2 35,184,151 (a)
Fund's Current Net Asset Value $ 9.74 (b)
Multiply: Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
Maximum Aggregate Offering Price $342,693,631
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
April 14, 1994
Fortress Adjustable Rate U.S. Government Fund, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion in connection with the
registration by the Corporation of an additional 35,184,151
shares of its capital stock pursuant to Post-effective Amendment
No. 5 to the Corporation's registration statement filed with the
Securities and Exchange Commission under the Securities Act of
1933 (File No. 33-41004). The subject Post-effective Amendment
will be filed pursuant to Paragraph (b) of Rule 485 and become
effective pursuant to said Rule immediately upon filing.
As counsel we have participated in the organization of the
Corporation and its registration under the Investment Company
Act. We have also participated in the preparation and filing of
the amended Corporation's registration statement under the
Securities Act of 1933 referred to above.
Further, we have examined and are familiar with the Charter
of the Corporation, its Bylaws and other corporate records and
documents deemed relevant.
On the basis of the foregoing, it is our opinion that:
1. The Corporation has been duly organized and it is
legally existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue 5,000,000,000
shares of capital stock of a par value of $0.0001 per share.
3. The authorized and unissued capital stock of the
Corporation when issued in the manner described in the prospectus
comprising a part of the Corporation's registration statement
under the Securities Act of 1933 for consideration equal to or
exceeding its par value and not less than its net asset value as
required by the Charter of the Corporation will be legally issued
and outstanding Capital stock of the Corporation and will be
fully paid and non-assessable.
4. Post-effective Amendment No. 5 does not contain
disclosures which would render it ineligible to become effective
pursuant to Paragraph (b) of Rule 485.
We hereby consent to the filing of this opinion as a part of
the Corporation's registration statement filed with the
Securities and Exchange Commission under the Securities Act of
1933 and as part of any application or registration statement
filed under the securities laws of the States of the United
States.
We further consent to the reference to this opinion and the
reference to us as Legal Counsel to the Corporation in the
prospectus, registration statements and applications.
Very truly yours,
Houston, Houston & Donnelly
By: /s/Thomas J. Donnelly
TJD:heh
