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. 7 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:
filed the Notice required by that Rule on April 13th; or
intends to file the Notice required by that Rule on or about
___________; or
x 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:
Charles H. Morin, Esquire
Dickstein, Shapiro & Morin
2101 L Street, N.W.
Washington, D.C. 20037
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 43,186,417 $9.48 $409,407,233 $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 43,186,417. 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 0. The amount of redeemed securities being used for
reduction of the registration fee in this Amendment is 43,186,417.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 7 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 legal opinion of 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 13th day of April, 1995.
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 13, 1995
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 13, 1995
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Director
(Chief Executive Officer)
Richard B. Fisher* President and Director
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
Edward L. Flaherty, Jr.* Director
Gregor F. Meyer* Director
Marjorie P. Smuts* Director
William J. Copeland* Director
James E. Dowd* Director
Lawrence D. Ellis, M.D.* Director
Wesley W. Posvar* Director
Peter E. Madden* Director
John T. Conroy, Jr.* Director
* By Power of Attorney
Federated Administrative
Services
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
April 13, 1995
Fortress Adjustable Rate U.S. Government Fund, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in conjunction with the registration by
Fortress Adjustable Rate U.S. Government Fund, Inc. (the "Corporation") of an
additional 43,185,417 shares of its common stock pursuant to Post-effective
Amendment No. 7 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 I have participated in the preparation and filing of the
Corporation's amended registration statement under the Securities Act of 1933
referred to above. Further, I have examined and am familiar with the Charter
of the Corporation, its Bylaws and other corporate documents and records
deemed relevant. I have also reviewed questions of law and consulted with
counsel thereon as deemed necessary or appropriate by me for the purpose of
this opinion.
On the basis of the foregoing, it is my opinion that:
1. The Corporation is duly organized and validly existing under the
laws of the State of Maryland.
2. The Corporation is authorized to issue 5,000,000,000 shares of
common stock of a par value of $0.0001 per share.
3. The Shares which are currently being registered by the
Registration Statement referred to above may be legally and validly issued
from time to time in accordance with the Charter of the Corporation upon
receipt of consideration sufficient to comply with the Charter of the
Corporation and subject to compliance with the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and applicable state
laws regulating the sale of securities. Such Shares, when so issued, will be
fully paid and non-assessable.
I hereby consent to the filing of this opinion as part of the
Corporation's registration statement referred to above and as a part of any
application or registration statement filed under the securities laws of the
States of the United States.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of Maryland, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction.
Very truly yours,
/s/ Charles H. Field
Charles H. Field
Fund Attorney
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Fortress Adjustable Rate U.S. Government
Fund, Inc.
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Feb-28-1995
<PERIOD-END> Feb-28-1995
<INVESTMENTS-AT-COST> 413,741,649
<INVESTMENTS-AT-VALUE> 415,334,317
<RECEIVABLES> 6,272,855
<ASSETS-OTHER> 204,695
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 421,811,867
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,717,045
<TOTAL-LIABILITIES> 2,717,045
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 464,011,777
<SHARES-COMMON-STOCK> 44,298,857
<SHARES-COMMON-PRIOR> 81,534,652
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (465,955)
<ACCUMULATED-NET-GAINS> (46,043,668)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,592,668
<NET-ASSETS> 419,094,822
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 33,065,010
<OTHER-INCOME> 0
<EXPENSES-NET> 5,839,886
<NET-INVESTMENT-INCOME> 27,225,124
<REALIZED-GAINS-CURRENT> (24,587,433)
<APPREC-INCREASE-CURRENT> 1,918,498
<NET-CHANGE-FROM-OPS> 4,556,189
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 26,705,009
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 353,704
<NUMBER-OF-SHARES-SOLD> 4,668,005
<NUMBER-OF-SHARES-REDEEMED> 43,186,417
<SHARES-REINVESTED> 1,282,617
<NET-CHANGE-IN-ASSETS> (379,118,457)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (21,456,235)
<OVERDISTRIB-NII-PRIOR> (112,251)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,435,227
<INTEREST-EXPENSE> 83,230
<GROSS-EXPENSE> 7,548,538
<AVERAGE-NET-ASSETS> 572,861,718
<PER-SHARE-NAV-BEGIN> 9.790
<PER-SHARE-NII> 0.470
<PER-SHARE-GAIN-APPREC> (0.320)
<PER-SHARE-DIVIDEND> 0.470
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.010
<PER-SHARE-NAV-END> 9.460
<EXPENSE-RATIO> 102
<AVG-DEBT-OUTSTANDING> 831,288
<AVG-DEBT-PER-SHARE> 0.014
</TABLE>
