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
Pre-Effective Amendment No. ..............
Post-Effective Amendment No. 9 ........... x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ............................
FEDERATED ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
(formerly: 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 ; 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, L.L.P.
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 14,914,416 $9.53 $142,134,384 100.00
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 14,914,416. 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 14,914,416.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 9 to the Registration Statement of
FEDERATED 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 common stock, par value $0.001,
of FEDERATED 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, Federated 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, 1996.
FEDERATED 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, 1996
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, 1996
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Director
(Chief Executive Officer)
Richard B. Fisher* President and Director
David M. Taylor* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Director
John T. Conroy, Jr.* Director
William J. Copeland* Director
James E. Dowd* Director
Lawrence D. Ellis, M.D.* Director
Edward L. Flaherty, Jr.* Director
Peter E. Madden* Director
Gregor F. Meyer* Director
John E. Murray, Jr.* Director
Wesley W. Posvar* Director
Marjorie P. Smuts* Director
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
April 15, 1996
Federated Adjustable Rate U.S. Government Fund, Inc.
(formerly, 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
Federated Adjustable Rate U.S. Government Fund, Inc. (formerly, Fortress
Adjustable Rate U.S. Government Fund, Inc.) (the "Corporation") of an
additional 14,914,416 shares of its common stock pursuant to Post-effective
Amendment No. 9 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
Corporation's Articles of Incorporation dated March 20, 1991 ("Articles of
Incorporation"), 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 $0.001 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 Articles of Incorporation upon receipt of
consideration sufficient to comply with the Articles of Incorporation 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
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Federated Adjustable Rate U.S. Government Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Feb-29-1996
<PERIOD-END> Feb-29-1996
<INVESTMENTS-AT-COST> 333,431,595
<INVESTMENTS-AT-VALUE> 336,081,320
<RECEIVABLES> 35,738,633
<ASSETS-OTHER> 133,331
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 371,953,284
<PAYABLE-FOR-SECURITIES> 35,741,662
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32,020,141
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<NET-ASSETS> 304,191,481
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<EXPENSES-NET> 3,673,214
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<APPREC-INCREASE-CURRENT> 1,057,057
<NET-CHANGE-FROM-OPS> 23,746,940
<EQUALIZATION> (87,428)
<DISTRIBUTIONS-OF-INCOME> 19,965,541
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,402,242
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<SHARES-REINVESTED> 1,067,460
<NET-CHANGE-IN-ASSETS> (114,903,341)
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 465,955
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,154,062
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,903,329
<AVERAGE-NET-ASSETS> 358,386,568
<PER-SHARE-NAV-BEGIN> 9.460
<PER-SHARE-NII> 0.540
<PER-SHARE-GAIN-APPREC> 0.080
<PER-SHARE-DIVIDEND> 0.530
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<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.550
<EXPENSE-RATIO> 1.02
<AVG-DEBT-OUTSTANDING> 8,380,025
<AVG-DEBT-PER-SHARE> 0.226
</TABLE>
