1933 Act File No. 33-41004
1940 Act File No. 811-6307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ................................
Post-Effective Amendment No. 5 ............................... X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ..............................................
FORTRESS ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and:
X filed the Notice required by that Rule on April 15th; or
intends to file the Notice required by that Rule on or about ;
or
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
___________________________________________________________________________
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
Being Being Offering Price Offering Registration
Registered Registered Per Unit Price* Fee
Shares of 35,184,151 9.74 $342,693,631 $100.00
Capital
Stock Par
Value $0.001
___________________________________________________________________________
___________________________________________________________________________
*Registrant has elected to calculate its filing fee in the manner described
in Rule 24e-2 of the Investment Company Act of 1940. The total amount of
securities redeemed during the previous fiscal year was 74,951,362. The
total amount of redeemed securities used for reductions pursuant to
paragraph (a) of Rule 24e-2 or paragraph (c) of Rule 24f-2 during the
current year was 39,767,211. The amount of redeemed securities being used
for reduction of the registration fee in this Amendment is 35,184,151.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 5 to the Registration Statement of
FORTRESS ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC. is comprised of the
following papers and documents:
1. The facing sheet to register a definite
number of shares of beneficial interest,
no par value, of FORTRESS ADJUSTABLE RATE U.S.
GOVERNMENT FUND, INC.;
2. The opinion of Houston, Houston & Donnelly,
counsel for the Registrant, as to the legality
of shares being offered and as to the eligibility
to become effective pursuant to Paragraph (b)
of Rule 485; and
3. Signature page.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FORTRESS ADJUSTABLE RATE
U.S. GOVERNMENT FUND, INC., certifies that it meets all of the requirements
for effectiveness of this Amendment to its Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania on the 15th day of April, 1994.
FORTRESS ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
BY: /s/ Charles H. Field
Charles H. Field, Assistant Secretary
Attorney in Fact for John F. Donahue
April 15, 1994
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/Charles H. Field
Charles H. Field Attorney In Fact April 15, 1994
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
Edward L. Flaherty, Jr.* Trustee
Gregor F. Meyer* Trustee
Marjorie P. Smuts* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Wesley W. Posvar* Trustee
Peter E. Madden* Trustee
John T. Conroy, Jr.* Trustee
* By Power of Attorney
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
