<PAGE> PAGE 1
000 A000000 08/31/98
000 C000000 0000875267
000 D000000 N
000 E000000 NC
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 FEDERATED ADJUSTABLE RATE U.S.GOVT FUND, INC.
001 B000000 811-6307
001 C000000 4122881581
002 A000000 FEDERATED INVESTORS TOWER
002 B000000 PITTSBURGH
002 C000000 PA
002 D010000 15222
002 D020000 3779
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 FEDERATED ADVISERS
008 B000001 A
008 C000001 801-34612
008 D010001 PITTSBURGH
008 D020001 PA
008 D030001 15222
008 D040001 3779
010 A000001 FEDERATED SERVICES COMPANY
010 C010001 PITTSBURGH
010 C020001 PA
010 C030001 15222
010 C040001 3779
011 A000001 FEDERATED SECURITIES CORP.
011 B000001 8-15561
011 C010001 PITTSBURGH
011 C020001 PA
011 C030001 15222
011 C040001 3779
<PAGE> PAGE 2
012 A000001 FEDERATED SHAREHOLDER SERVICES COMPANY
012 B000001 84-1869
012 C010001 PITTSBURGH
012 C020001 PA
012 C030001 15222
012 C040001 3779
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 PITTSBURGH
013 B020001 PA
013 B030001 15222
013 B040001 5401
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02266
015 C040001 8600
015 E010001 X
015 A000002 PNC BANK, NA
015 B000002 S
015 C010002 PITTSBURGH
015 C020002 PA
015 C030002 15265
015 E010002 X
015 A000003 NATIONSBANK OF NORTH CAROLINA
015 B000003 S
015 C010003 CHARLOTTE
015 C020003 NC
015 C030003 28255
015 E010003 X
015 A000004 BANK OF NEW YORK
015 B000004 S
015 C010004 NEW YORK
015 C020004 NY
015 C030004 10006
015 E010004 X
015 A000005 THE CHASE MANHATTAN CORPORATION
015 B000005 S
015 C010005 NEW YORK
015 C020005 NY
015 C030005 10006
015 E010005 X
015 A000006 BANKERS TRUST COMPANY
015 B000006 S
015 C010006 NEW YORK
015 C020006 NY
015 C030006 10015
015 E010006 X
015 A000007 MORGAN GUARANTY BANK & TRUST CO.
015 B000007 S
015 C010007 NEW YORK
<PAGE> PAGE 3
015 C020007 NY
015 C030007 10015
015 E010007 X
018 000000 Y
019 A000000 N
019 B000000 0
020 C000001 0
020 C000002 0
020 C000003 0
020 C000004 0
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 0
022 A000001 B.T. SECURITIES CORP.
022 B000001 13-4941247
022 C000001 526175
022 D000001 0
022 A000002 LEHMAN BROTHERS
022 B000002 13-2518466
022 C000002 10085
022 D000002 14481
022 A000003 MORGAN STANLEY & CO., INC
022 B000003 13-2655998
022 C000003 8441
022 D000003 6267
022 A000004 FHLMC DEALER DESK
022 C000004 8708
022 D000004 0
022 A000005 GREENWICH CAPITAL MARKETS, INC.
022 B000005 13-3172275
022 C000005 0
022 D000005 8340
022 A000006 SUN EQUITIES
022 C000006 0
022 D000006 6280
022 A000007 SALOMAN BROTHERS
022 B000007 13-3082694
022 C000007 3029
022 D000007 3038
022 A000008 FIRST BOSTON
022 B000008 13-5659485
022 C000008 5861
022 D000008 0
022 A000009 INTERFUND TRANSFER
022 C000009 3684
022 D000009 0
022 A000010 COUNTRYWIDE SECURITIES
<PAGE> PAGE 4
022 C000010 2508
022 D000010 0
023 C000000 568491
023 D000000 38406
024 000000 N
025 D000001 0
025 D000002 0
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 N
026 B000000 Y
026 C000000 Y
026 D000000 N
026 E000000 Y
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 Y
027 000000 Y
028 A010000 360
028 A020000 483
028 A030000 0
028 A040000 3725
028 B010000 117
028 B020000 478
028 B030000 0
028 B040000 3556
028 C010000 263
028 C020000 465
028 C030000 0
028 C040000 5586
028 D010000 91
028 D020000 238
028 D030000 0
028 D040000 4727
028 E010000 227
028 E020000 643
028 E030000 0
028 E040000 8836
028 F010000 144
028 F020000 435
028 F030000 0
028 F040000 6476
028 G010000 1202
028 G020000 2742
028 G030000 0
028 G040000 32906
<PAGE> PAGE 5
028 H000000 837
029 000000 Y
030 A000000 6
030 B000000 0.00
030 C000000 0.00
031 A000000 0
031 B000000 0
032 000000 6
033 000000 0
034 000000 Y
035 000000 10
036 A000000 N
036 B000000 0
037 000000 N
038 000000 0
039 000000 N
040 000000 Y
041 000000 Y
042 A000000 0
042 B000000 0
042 C000000 100
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 217
044 000000 0
045 000000 Y
046 000000 N
047 000000 Y
048 000000 0.600
048 A010000 0
048 A020000 0.000
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
<PAGE> PAGE 6
048 J020000 0.000
048 K010000 0
048 K020000 0.000
049 000000 N
050 000000 N
051 000000 N
052 000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 N
054 B000000 N
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 N
054 I000000 N
054 J000000 N
054 K000000 N
054 L000000 N
054 M000000 N
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056 000000 N
057 000000 N
058 A000000 N
059 000000 Y
060 A000000 Y
060 B000000 Y
061 000000 1500
062 A000000 Y
062 B000000 0.0
062 C000000 0.0
062 D000000 0.6
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 99.7
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
<PAGE> PAGE 7
062 R000000 0.0
063 A000000 0
063 B000000 4.5
064 A000000 N
064 B000000 N
066 A000000 N
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 N
070 B020000 N
070 C010000 N
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 N
070 L020000 N
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 Y
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 Y
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 42317
071 B000000 58569
071 C000000 167519
071 D000000 25
072 A000000 6
<PAGE> PAGE 8
072 B000000 5200
072 C000000 0
072 D000000 0
072 E000000 0
072 F000000 522
072 G000000 66
072 H000000 0
072 I000000 55
072 J000000 6
072 K000000 0
072 L000000 17
072 M000000 6
072 N000000 9
072 O000000 5
072 P000000 0
072 Q000000 25
072 R000000 9
072 S000000 2
072 T000000 435
072 U000000 0
072 V000000 0
072 W000000 14
072 X000000 1171
072 Y000000 280
072 Z000000 4309
072AA000000 77
072BB000000 0
072CC010000 0
072CC020000 506
072DD010000 4302
072DD020000 0
072EE000000 0
073 A010000 0.2400
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0000
074 A000000 22
074 B000000 925
074 C000000 0
074 D000000 153808
074 E000000 0
074 F000000 0
074 G000000 0
074 H000000 0
074 I000000 0
074 J000000 0
074 K000000 0
074 L000000 2509
074 M000000 0
074 N000000 157264
074 O000000 2591
<PAGE> PAGE 9
074 P000000 0
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 452
074 S000000 0
074 T000000 154221
074 U010000 16251
074 U020000 0
074 V010000 9.49
074 V020000 0.00
074 W000000 0.0000
074 X000000 3181
074 Y000000 0
075 A000000 0
075 B000000 172474
076 000000 0.00
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 C000000 0
081 B000000 0
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
<PAGE> PAGE 10
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
SIGNATURE S ELLIOTT COHAN
TITLE ASST. GEN. COUNSEL
Item 77Q
Amendments to Bylaws
FEDERATED ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
(formerly: Fortress Adjustable Rate U.S. Government Fund, Inc.)
Amendment #2
to the By-Laws
(effective February 23, 1998)
Delete Sections 1, 2, 3, 4 & 5 from Article IV, OFFICERS, and
replace with the following:
Section 1. GENERAL PROVISIONS. The Officers of the
Corporation shall be a President, one or more Vice
Presidents, a Treasurer, and a Secretary. The Board of
Directors, in its discretion, may elect or appoint a
Chairman of the Board of Directors and other Officers
or agents, including one or more Assistant Vice
Presidents, one or more Assistant Secretaries, and one
or more Assistant Treasurers. A Vice President, the
Secretary or the Treasurer may appoint an Assistant
Vice President, an Assistant Secretary or an Assistant
Treasurer, respectively, to serve until the next
election of Officers. Two or more offices may be held
by a single person except the offices of President and
Vice President may not be held by the same person
concurrently. It shall not be necessary for any
Director or any Officer to be a holder of shares in any
Series or Class of the Corporation.
Section 2. ELECTION, TERM OF OFFICE AND
QUALIFICATIONS. The Officers shall be elected annually
by the Board of Directors at its Annual Meeting. Each
Officer shall hold office for one year and until the
election and qualification of his successor, or until
earlier resignation or removal. The Chairman of the
Board of Directors, if there is one, shall be elected
annually by and from the Directors, and serve until a
successor is so elected and qualified, or until earlier
resignation or removal.
Section 3. REMOVAL. Any Officer elected by the Board
of Directors or whose appointment has been ratified by
the Board of Directors may be removed with or without
cause at any time by a majority vote of all of the
Directors. Any other employee of the Corporation may
be removed or dismissed at any time by the President.
Section 4. RESIGNATIONS. Any Officer may resign at
any time by giving written notice to the Board of
Directors. Any such resignation shall take effect at
the time specified therein or, if no time is specified,
at the time of receipt. Unless otherwise specified ,
the acceptance of such resignation shall not be
necessary to make it effective. Section 5. VACANCIES.
Any vacancy in any of the offices, whether by
resignation, removal or otherwise, may be filled for
the unexpired portion of the term by the President. A
vacancy in the office of Assistant Vice President may
be filled by a Vice President; in the office of by the
Secretary; or in the office of Assistant Treasurer by
the Treasurer. Any appointment to fill any vacancy
shall serve subject to ratification by the Board of
Directors at its next Regular Meeting.
Federated Adjustable Rate U.S. Government Fund, Inc.
Amendment #3
to the By-Laws
(effective February 27, 1998)
Delete Section 7 Proxies of Article I, Meetings of Shareholders,
and replace with the following:
Section 7. PROXIES. Any Shareholder entitled to vote
at any meeting of Shareholders may vote either in
person or by proxy, but no proxy which is dated more
than eleven months before the meeting named therein
shall be accepted unless otherwise provided in the
proxy. Every proxy shall be in writing and signed by
the Shareholder or his duly authorized agent or be in
such other form as may be permitted by the Maryland
General Corporation Law, including electronic
transmissions from the shareholder or his authorized
agent. Authorization may be given orally, in writing,
by telephone, or by other means of communication. A
copy, facsimile transmission or other reproduction of
the writing or transmission may be substituted for the
original writing or transmission for any purpose for
which the original transmission could be used. Every
proxy shall be dated, but need not be sealed, witnessed
or acknowledged. Where Shares are held of record by
more than one person, any co-owner or co-fiduciary may
appoint a proxy holder, unless the Secretary of the
Corporation is notified in writing by any co-owner or
co-fiduciary that the joinder of more than one is to be
required. All proxies shall be filed with and verified
by the Secretary or an Assistant Secretary of the
Corporation, or the person acting as Secretary of the
Meeting. Unless otherwise specifically limited by
their term, all proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but
shall not be valid after the final adjournment of such
meeting.
Federated Adjustable Rate U.S. Government Fund, Inc.
Amendment #4
to the By-Laws
(effective May 12, 1998)
Strike Section 3 - Place of Meetings from Article I - Meeting of
Shareholder and replace it with the following:
Section 3. PLACE OF MEETINGS. All meetings of the
Shareholders of the Corporation or a particular Series
or Class, shall be held at such place within or without
the State of Maryland as may be fixed by the Board of
Directors.
FORTRESS ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
Amendment No. 1
BY-LAWS
THESE By-Laws are amended as follows:
Delete Sections 1 and 2 of Article VIII and substitute in
its place the following:
Section 1. SEAL. The Seal of the Corporation shall
consist of a flatfaced die with the word "Maryland",
together with the name of the Fund and the year of
its organization cut or engraved thereon but, unless
otherwise required by the Directors, the seal shall
not be necessary to be placed on, and its absence
shall not impair the validity of, any document,
instrument or other paper executed and delivered by
or on behalf of the Corporation.
Section 2. FISCAL YEAR. The fiscal year of the
Corporation shall be designated from time to time by
the Directors.
Exhibit (2)
FORTRESS ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
BY-LAWS
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. ANNUAL MEETINGS. The Annual Meetings of
Shareholders of the Corporation shall be held on the 4th Tuesday
in October in each year unless such day is a legal holiday in
which case the meeting shall be held at the same time on the next
succeeding business day which is not a legal holiday. The
business to be transacted at the Annual Meeting shall include the
election of Directors, consideration and action upon the reports
of Officers and Directors, and any other business within the
power of the Corporation.
Section 2. SPECIAL MEETINGS. Special Meetings of
Shareholders may be called by the Chairman, or by the Board of
Directors; and shall be called by the Chairman, Secretary or any
Director at the request in writing of the holders of not less
than 25% of the outstanding voting shares of the capital stock of
the Corporation (hereinafter, the outstanding voting shares of
the capital stock of the Corporation are referred to as
"Shares"). Any such request shall state the purposes of the
proposed meeting.
Section 3. PLACE OF MEETINGS. All meetings of the
Shareholders shall be held at the office of the Corporation in
Pittsburgh, Pennsylvania, or at such other place within or
without the State of Maryland as may be fixed by the party or
parties making the call as stated in the notice thereof.
Section 4. NOTICE. Not less than ten or more than ninety
days before the date of every Annual or Special Meeting of
Shareholders the Secretary or an Assistant Secretary shall give
to each Shareholder of record notice of such meeting by mail,
telegraph, cable or radio. Such notice shall be deemed to have
been given when deposited in the mail or with a telegraph or
cable office or radio station for transmission to the Shareholder
at his address appearing on the books of the Corporation. It
shall not be necessary to set forth the business proposed to be
transacted in the notice of any Annual Meeting except that any
proposal to amend the Charter of the Corporation shall be set
forth in such notice. Notice of a Special Meeting shall state
the purpose or purposes for which it is called.
Section 5. QUORUM. At all meetings of the Shareholders the
presence in person or by proxy of Shareholders entitled to cast a
majority in number of votes shall be necessary to constitute a
quorum for the transaction of business. In the absence of a
quorum at any meeting a majority of those Shareholders present in
person or by proxy may adjourn the meeting from time to time to
be held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as above
defined, shall be present, whereupon any business may be
transacted which might have been transacted at the meeting
originally called had the same been held at the time so called.
Section 6. VOTING. At all meetings of Shareholders each
Shareholder of the Corporation shall be entitled to one vote or
fraction thereof for each Share standing in his name on the books
of the Corporation on the date for the determination of
Shareholders entitled to vote at such meeting.
Section 7. PROXIES. Any Shareholder entitled to vote at
any meeting of Shareholders may vote either in person or by
proxy, but no proxy which is dated more than eleven months before
the meeting named therein shall be accepted. Every proxy shall
be in writing subscribed by the Shareholder or his duly
authorized attorney and dated, but need not be sealed, witnessed
or acknowledged. All proxies shall be filed with and verified by
the Secretary, or an Assistant Secretary of the Corporation or if
the meeting shall so decide, by the Secretary of the Meeting.
Section 8. INFORMAL ACTION BY SHAREHOLDERS. Any action
required or permitted to be taken at any meeting of Shareholders
may be taken without a meeting, if a consent in writing, setting
forth such action, is signed by all the Shareholders entitled to
vote on the subject matter thereof, and such consent is filed
with the records of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. POWERS. The Board of Directors shall have
control and management of the affairs, business and properties of
the Corporation. They shall have and exercise in the name of the
Corporation and on behalf of the Corporation all the rights and
privileges legally exercisable by the Corporation except as
otherwise provided by law, the Charter, or these By-Laws.
Section 2. NUMBER, QUALIFICATIONS, MANNER OF ELECTION AND
TERM OF OFFICE. The number of Directors of the Corporation shall
be as fixed from time to time by a majority of the entire Board
of Directors but shall be no less than three nor more than
twenty. Directors need not be Shareholders. The Board of
Directors may from time to time by a majority of the entire Board
increase or decrease the number of Directors to such number as
they deem expedient not to be less than three nor more than
twenty, however, and fill the vacancies so created. The term of
office of a Director shall not be affected by any decrease in the
number of Directors made by the Board pursuant to the foregoing
authorization. Until the first Annual Meeting of Shareholders or
until successors are duly elected and qualify, the Board of
Directors shall consist of the persons named as such in the
Charter. The Members of the Board of Directors shall be elected
by the Shareholders at the Annual Meeting of Shareholders. Each
Director shall hold office until the Annual Meeting next held
after his election and until the election and qualification of
his successor.
Section 3. PLACE OF MEETING. The Board of Directors may
hold its meetings at such place or places within or without the
State of Maryland as the Board may from time to time determine.
Section 4. ANNUAL MEETINGS. The Board of Directors shall meet
for the election of Officers and any other business as promptly
as may conveniently be done after the adjournment of the Annual
Meeting of Shareholders.
Section 5. REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held at such intervals and on such dates as
the Board may from time to time designate.
Section 6. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be held at such times and at such places as may
be designated at the call of such meeting. Special meetings
shall be called by the Secretary or Assistant Secretary at the
request of the Chairman or any Director.
Section 7. NOTICE. The Secretary or Assistant Secretary
shall give, at least two days before the meeting, notice of each
meeting of the Board of Directors, whether Annual, Regular or
Special, to each member of the Board by mail, telegram or
telephone to his last known address. It should not be necessary
to state the purpose or business to be transacted in the notice
of any Annual or Regular meeting. The notice of a Special
Meeting shall state the purpose or purposes for which it is
called. Personal attendance at any meeting by a Director other
than to protest the validity of said meeting shall constitute a
waiver of the foregoing requirement of notice.
Section 8. CONDUCT OF MEETINGS AND BUSINESS. The Board of
Directors may adopt such rules and regulations for the conduct of
their meetings and the management of the affairs of the
Corporation as they may deem proper and not inconsistent with
applicable law, the Charter of the Corporation or these By-Laws.
Section 9. QUORUM. A majority of the total membership of
the Board of Directors shall constitute a quorum at any meeting
of the Board of Directors. The action of a majority of Directors
present at any meeting at which a quorum is present shall be the
action of the Board of Directors unless the concurrence of a
greater proportion is required for such action by statute, the
Charter of the Corporation, or these By-Laws. In the absence of
a quorum at any meeting a majority of Directors present may
adjourn the meeting from day to day or for such longer periods as
they may designate without notice other than by announcement at
the meeting.
Section 10. RESIGNATIONS. Any Director of the Corporation
may resign at any time by mailing or delivering, or transmitting
by radio, telegraph or cable, written notice to the Chairman of
the Board of Directors or to the Secretary of the Corporation.
The resignation of any Director shall take effect at the time
specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 11. REMOVAL. At any meeting of Shareholders duly
called for the purpose, any Director may by the vote of a
majority of all of the Shares entitled to vote be removed from
office. At the same meeting, the vacancy in the Board of
Directors may be filled by the election of a Director to serve
for the remainder of the term and until the election and
qualification of his successor.
Section 12. VACANCIES. Except as otherwise provided by law, any
vacancy occurring in the Board of Directors for any cause other
than by reason of an increase in the number of Directors may be
filled by a majority of the remaining members of the Board of
Directors although such majority is less than a quorum and any
vacancy occurring by reason of an increase in the number of
Directors may be filled by action of a majority of the entire
Board of Directors; provided, however, that upon the death,
resignation or removal during any consecutive period of twelve
months of more than one-half of the Directors holding office at
the beginning of such period, a Shareholders' Meeting shall be
called forthwith for the purpose of electing an entire new Board,
including the vacancies filled pursuant to this Section of the
By-Laws. A Director elected by the Board to fill a vacancy shall
be elected to hold office until the next Annual Meeting of
Shareholders or until his successor is duly elected and
qualifies. Notwithstanding the foregoing, the Shareholders may,
at any time during the term of such Director elected to fill a
vacancy, elect some other person to fill said vacancy and
thereupon the election by the Board shall be superseded and such
election by the Shareholders shall be deemed a filling of the
vacancy and not a removal and may be made at any meeting called
for such purpose.
Section 13. COMPENSATION OF DIRECTORS. The Directors may
receive a stated salary for their services as Directors, and by
Resolution of the Board of Directors a fixed fee and expenses of
attendance may be allowed for attendance at each Meeting.
Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity, as
an Officer, Agent or otherwise, and receiving compensation
therefor.
Section 14. INFORMAL ACTION BY DIRECTORS. Any action
required or permitted to be taken at any Annual, Regular or
Special Meeting of the Board of Directors may be taken without a
meeting if a written consent to such action is signed by all
members of the Board and such written consent is filed with the
minutes of proceedings of the Board.
Section 15. POWER TO DECLARE DIVIDENDS. The Board of
Directors is expressly authorized to determine in accordance with
generally accepted accounting principles and practices what
constitutes net profits, earnings, surplus or net assets in
excess of capital, and to determine what accounting periods shall
be used by the Corporation for any purpose, whether annual or any
other period, including daily; to set apart out of any funds of
the Corporation such reserves for such purposes as it shall
determine and to abolish the same; to declare and pay dividends
and distributions by means of a formula or other method of
determination, at meetings held less frequently than the
frequency of the effectiveness of such declarations; to establish
payment dates for dividends or any other distributions on any
basis, including
dates occurring less frequently than the effectiveness of
declarations thereof; and to provide for the payment of declared
dividends on a date earlier or later than the specified payment
date in the case of Shareholders redeeming their entire ownership
of shares.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE
COMMITTEE. The Board of Directors, by resolution passed by a
vote of at least a majority of the entire Board, may appoint an
Executive Committee, which shall consist of two (2) or more
Directors.
Section 2. VACANCIES IN EXECUTIVE COMMITTEE. Vacancies
occurring in the Executive Committee from any cause shall be
filled by the Board of Directors at any Meeting thereof by a vote
of the majority of the entire Board.
Section 3. EXECUTIVE COMMITTEE TO REPORT TO BOARD. All
action by the Executive Committee shall be reported to the Board
of Directors at its Meeting next succeeding such action.
Section 4. PROCEDURE OF EXECUTIVE COMMITTEE. The Executive
Committee shall fix its own rules of procedure not inconsistent
with these By-Laws or with any directions of the Board of
Directors. It shall meet at such times and places and upon such
notice as shall be provided by such rules or by resolution of the
Board of Directors. The presence of a majority shall constitute
a quorum for the transaction of business, and in every case an
affirmative vote of a majority of all the members of the
Committee present shall be necessary for the taking of any
action.
Section 5. POWERS OF EXECUTIVE COMMITTEE. During the
intervals between the Meetings of the Board of Directors the
Executive Committee, except as limited by the By-Laws of the
Corporation or by specific directions of the Board of Directors,
shall possess and may exercise all the powers of the Board of
Directors in the management and direction of the business and
conduct of the affairs of the Corporation in such manner as the
Executive Committee shall deem for the best interests of the
Corporation, and shall have power to authorize the Seal of the
Corporation to be affixed to all instruments and documents
requiring same. Notwithstanding the foregoing, the Executive
Committee shall not have the power to elect Directors, increase
or decrease the number of Directors, elect or remove any Officer,
declare dividends, issue shares or recommend to Shareholders any
action requiring Shareholder approval.
Section 6. OTHER COMMITTEES. From time to time the Board
of Directors may appoint any other Committee or Committees for
any purpose or purposes to the extent lawful, which shall have
such powers as shall be specified in the resolution of
appointment.
Section 7. COMPENSATION. The members of any duly appointed
Committee shall receive such compensation and/or fees as from
time to time may be fixed by the Board of Directors.
Section 8. INFORMAL ACTION BY EXECUTIVE COMMITTEE OR OTHER
COMMITTEES. Any action required or permitted to be taken at any
meeting of the Executive Committee or any other duly appointed
Committee may be taken without a meeting if written consent to
such action is signed by all Members of such Committee and such
written consent is filed with the minutes of the proceedings of
such Committee.
Section 9. ADVISORY BOARD. The Directors may appoint an
Advisory Board to consist in the first instance of not less than
three (3) members. Members of such Advisory Board shall not be
Directors or Officers and need not be Shareholders. Members of
this Board shall hold office for such period as the Directors may
by resolution provide. Any Member of such Board may resign
therefrom by written instrument signed by him which shall take
effect upon delivery to the Directors. The Advisory Board shall
have no legal powers and shall not perform functions of Directors
in any manner, said Board being intended to act merely in an
advisory capacity. Such Advisory Board shall meet at such times
and upon such notice as the Board of Directors may by resolution
provide. The compensation of the Members of the Advisory Board,
if any, shall be determined by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. GENERAL PROVISIONS. The Officers of the
Corporation shall be Chairman, a President, one or more Vice
Presidents, a Treasurer and a Secretary. The Board of Directors
shall elect or appoint such other Officers or agents as the
business of the Corporation may require including one or more
Assistant Vice Presidents, one or more Assistant Secretaries and
one or more Assistant Treasurers. The same person may hold any
two offices except those of President and Vice President.
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS.
The Officers shall be elected annually by the Board of Directors
at its Annual Meeting following the Annual Meeting of
Shareholders. Each Officer shall hold office until the Annual
Meeting in the next year and until the election and qualification
of his successor. Any vacancy in any of the offices may be
filled for the unexpired portion of the term by the Board of
Directors at any Regular or Special Meeting of the Board. The
Board of Directors may elect or appoint additional Officers or
agents at any Regular or Special Meeting of the Board.
Section 3. REMOVAL. Any Officer elected by the Board of
Directors may be removed with or without cause at any time upon a
vote of the majority of the entire Board of Directors. Any other
employee of the Corporation may be removed or dismissed at any
time by the Chairman.
Section 4. RESIGNATIONS. Any Officer may resign at any
time by giving written notice to the Board of Directors. Any
such resignation shall take effect at the date of receipt of each
notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any Office because of
death, resignation, removal, disqualification or any other cause
shall be filled for the unexpired portion of the term in the
manner prescribed in these By-Laws for regular election or
appointment to such Office.
Section 6. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors shall be the chief executive officer of
the Corporation. He shall, unless other provisions are made
therefor by the Board or Executive Committee, employ and define
the duties of all employees of the Corporation, shall have the
power to discharge any such employees, shall exercise general
supervision over the affairs of the Corporation and shall perform
such other duties as may be assigned to him from time to time by
the Board of Directors. He shall preside at the meetings of
Shareholders and the Board of Directors. In the absence of the
Chairman of the Board of Directors, the President or an officer
or Director appointed by the Chairman, shall preside at all
meetings of Shareholders.
Section 7. PRESIDENT. The President, in the absence of the
Chairman of the Board of Directors, shall perform all duties and
may exercise any of the powers of the Chairman of the Board of
Directors subject to the control of the Board. He shall counsel
and advise the Chairman of the Board on matters of major
importance and shall perform such other duties as may be assigned
to him from time to time by the Board of Directors.
Section 8. VICE PRESIDENT. The Vice President (or if more
than one, the senior Vice President) in the absence of the
President shall perform all duties and may exercise any of the
powers of the President subject to the control of the Board.
Each Vice President shall perform such other duties as may be
assigned to him from time to time by the Board of Directors, the
Executive Committee, or the Chairman.
Section 9. SECRETARY. The Secretary shall keep or cause to
be kept in books provided for the purpose the Minutes of the
Meetings of the Shareholders, and of the Board of Directors;
shall see that all Notices are duly given in accordance with the
provisions of these By-Laws and as required by Law; shall be
custodian of the records and of the Seal of the Corporation and
see that the Seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly
authorized; shall keep directly or through a transfer agent a
register of the post office address of each Shareholder, and make
all proper changes in such register, retaining and filing his
authority for such entries; shall see that the books, reports,
statements, certificates and all other documents and records
required by law are properly kept and filed; and in general shall
perform all duties incident to the Office of Secretary and such
other duties as may, from time to time, be assigned to him by the
Board of Directors, the Executive Committee, or the Chairman.
Section 10. TREASURER. The Treasurer shall have
supervision of the custody of the funds and securities of the
Corporation, subject to the Charter of the Corporation and
applicable law. He shall submit to the Annual Meeting of
Shareholders a statement of the financial condition of the
Corporation and whenever required by the Board of Directors shall
make and render a statement of the accounts of the Corporation
and such other statements as may be required. He shall cause to
be kept in books of the Corporation a full and accurate account
of all monies received and paid out for the account of the
Corporation. He shall perform such other duties as may be from
time to time assigned to him by the Board of Directors, the
Executive Committee, or the Chairman.
Section 11. ASSISTANT VICE PRESIDENT. The Assistant Vice
President or Vice Presidents of the Corporation shall have such
authority and perform such duties as may be assigned to them by
the Board of Directors, the Executive Committee, or the Chairman
of the Corporation.
Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretary or Secretaries and the Assistant
Treasurer or Treasurers shall perform the duties of the Secretary
and of the Treasurer respectively, in the absence of those
Officers and shall have such further powers and perform such
other duties as may be assigned to them respectively by the Board
of Directors or the Executive Committee or by the Chairman.
Section 13. SALARIES. The salaries of the Officers shall
be fixed from time to time by the Board of Directors. No Officer
shall be prevented from receiving such salary by reason of the
fact that he is also a Director of the Corporation.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES. All share certificates shall be
signed by the Chairman or any Vice President and by the Treasurer
or Secretary or any Assistant Treasurer or Assistant Secretary
and sealed with the seal of the Corporation. The signatures may
be either manual or facsimile signatures and the seal may be
either facsimile or any other form of Seal. Certificates for
shares for which the Corporation has appointed an independent
Transfer Agent and Registrar shall not be valid unless
countersigned by such Transfer Agent and registered by such
Registrar. In case any Officer who has signed any certificate
ceases to be an Officer of the Corporation before the certificate
is issued, the certificate may nevertheless be issued by the
Corporation with the same effect as if the Officer had not ceased
to be such Officer as of the date of its issuance. Share
certificates shall be in such form not inconsistent with law or
the Charter or these By-Laws as may be determined by the Board of
Directors.
Section 2. TRANSFER OF SHARES. Shares shall be
transferable on the books of the Corporation by the holder
thereof in person or by duly authorized attorney upon surrender
of the certificate representing the shares to be transferred
properly endorsed.
Section 3. CLOSING OF TRANSFER BOOKS AND FIXING RECORD
DATE. The Board of Directors may fix in advance a date as the
record date for the purpose of determining Shareholders entitled
to notice of or to vote at any Meeting of Shareholders or
Shareholders to receive payment of any dividend. Such date shall
in any case not be more than 60 days and in case of a Meeting of
Shareholders not less than l0 days prior to the date on which the
particular action requiring such determination of Shareholders is
to be taken. In lieu of fixing a record date the Board of
Directors may provide that the share transfer books of the
Corporation shall be closed for a stated period not to exceed in
any case 20 days. If the share transfer books are closed for the
purpose of determining Shareholders entitled to notice of or to
vote at a Meeting of Shareholders such books shall be closed for
at least l0 days immediately preceding such meeting.
Section 4. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case
any Share certificate is lost, mutilated or destroyed the Board
of Directors may issue a new certificate in place thereof upon
indemnity to the Corporation against loss and upon such other
terms and conditions as the Board may deem advisable.
Section 5. TRANSFER AGENT AND REGISTRAR: REGULATIONS. The
Board of Directors shall have power and authority to make all
such rules and regulations as they may deem expedient concerning
the issuance, transfer and registration of Share certificates and
may appoint a Transfer Agent and/or Registrar of Share
certificates, and may require all such Share certificates to bear
the signature of such Transfer Agent and/or of such Registrar.
ARTICLE VI
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. AGREEMENTS, ETC. The Board of Directors or the
Executive Committee may authorize any Officer or Officers, or
Agent or Agents of the Corporation to enter into any Agreement or
execute and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined
to specific instances; and, unless so authorized by the Board of
Directors or by the Executive Committee or by these By-Laws, no
Officer, Agent or Employee shall have any power or authority to
bind the Corporation by any Agreement or engagement or to pledge
its credit or to render it liable pecuniarily for any purpose or
to any amount.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, or
orders for the payment of money, notes and other evidences of
indebtedness shall be signed by such Officer or Officers,
Employee or Employees, or Agent or Agents as shall be from time
to time designated by the Board of Directors or the Executive
Committee, or as may be specified in or pursuant to the agreement
between the Corporation and the Bank or Trust Company appointed
as custodian, pursuant to the provisions of the Charter of the
Corporation.
Section 3. ENDORSEMENTS, ASSIGNMENTS AND TRANSFER OF
SECURITIES. All endorsements, assignments, stock powers or other
instruments of transfer of securities standing in the name of the
Corporation or its nominee or directions for the transfer of
securities belonging to the Corporation shall be made by such
Officer or Officers, Employee or Employees, or Agent or Agents as
may be authorized by the Board of Directors or the Executive
Committee.
Section 4. EVIDENCE OF AUTHORITY. Anyone dealing with the
Corporation shall be fully justified in relying on a copy of a
resolution of the Board of Directors or of any Committee thereof
empowered to act in the premises which is certified as true by
the Secretary or an Assistant Secretary under the seal of the
Corporation.
Section 5. DESIGNATION OF A CUSTODIAN. The Corporation
shall place and at all times maintain in the custody of a
Custodian all funds, securities and similar investments owned by
the Corporation, with the exception of securities
loaned under a properly authorized Securities Loan Agreement.
The Custodian shall be a bank having not less than $2,000,000
aggregate capital, surplus and undivided profits and shall be
appointed from time to time by the Board of Directors, which
shall fix its remuneration.
Section 6. ACTION UPON TERMINATION OF A CUSTODIAN AGREEMENT.
Upon termination of a Custodian Agreement or inability of the
Custodian to continue to serve, the Board of Directors shall
promptly appoint a successor custodian, but in the event that no
successor custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors
shall call as promptly as possible a special meeting of the
Shareholders to determine whether the Corporation shall function
without a custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding Shares, the
Custodian shall deliver and pay over all property of the
Corporation held by it as specified in such vote.
Section 7. WHEN TO DETERMINE NET ASSET VALUE. The net
asset value per Share of the outstanding Shares shall be
determined at such times as the Board of Directors shall
prescribe, provided that such net asset value shall be determined
at least weekly.
ARTICLE VII
BOOKS AND RECORDS
Section 1. LOCATION. The books and records of the
Corporation, including the Stock ledger or ledgers, may be kept
in or outside the State of Maryland at such office or agency of
the Corporation as may be from time to time determined by the
Board of Directors.
ARTICLE VIII
MISCELLANEOUS
Section 1. SEAL. The Seal of the Corporation shall be a
disk inscribed with the words "Fortress Adjustable Rate U.S.
Government Fund, Inc., 1986 - Incorporated Maryland ".
Section 2. FISCAL YEAR. The Fiscal Year of the Corporation
shall end on the last day of May in each year.
Section 3. WAIVER OF NOTICE. Whenever under the provisions
of these By-Laws or of any law, the Shareholders or Directors or
Members of the Executive Committee or other Committee are
authorized to hold any meeting after notice or after the lapse of
any prescribed period of time, such meeting may be held without
notice or without such lapse of time by the written waiver of
notice signed by every person entitled to notice, or if every
person entitled to notice shall be present at such meeting.
ARTICLE IX
AMENDMENTS
Section 1. The Board of Directors shall have the power, at
any Regular or Special Meeting, if notice thereof be included in
the notice of such Special Meeting, to alter, amend or repeal any
By-Laws of the Corporation and to make new By-Laws.
Section 2. The Shareholders shall have the power, at any
Annual Meeting or at any Special Meeting if notice thereof be
included in the notice of such Special Meeting, to alter, amend
or repeal any By-Laws of the Corporation or to make new By-Laws.
Current as of: 10/28/94
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Federated Adjustable Rate U.S. Govt Fund, Inc.
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 153,986,406
<INVESTMENTS-AT-VALUE> 154,733,279
<RECEIVABLES> 2,508,558
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 22,162
<TOTAL-ASSETS> 157,263,999
<PAYABLE-FOR-SECURITIES> 2,591,394
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 451,506
<TOTAL-LIABILITIES> 3,042,800
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 196,032,442
<SHARES-COMMON-STOCK> 16,250,807
<SHARES-COMMON-PRIOR> 19,290,274
<ACCUMULATED-NII-CURRENT> 137,016
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (42,695,132)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 746,873
<NET-ASSETS> 154,221,199
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,200,034
<OTHER-INCOME> 0
<EXPENSES-NET> (890,668)
<NET-INVESTMENT-INCOME> 4,309,366
<REALIZED-GAINS-CURRENT> 77,402
<APPREC-INCREASE-CURRENT> (505,663)
<NET-CHANGE-FROM-OPS> 3,881,105
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,301,741)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 126,125
<NUMBER-OF-SHARES-REDEEMED> (3,453,961)
<SHARES-REINVESTED> 288,369
<NET-CHANGE-IN-ASSETS> (29,382,730)
<ACCUMULATED-NII-PRIOR> 129,391
<ACCUMULATED-GAINS-PRIOR> (42,772,534)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (521,672)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (1,170,998)
<AVERAGE-NET-ASSETS> 172,473,545
<PER-SHARE-NAV-BEGIN> 9.520
<PER-SHARE-NII> 0.240
<PER-SHARE-GAIN-APPREC> (0.030)
<PER-SHARE-DIVIDEND> 0.240
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.490
<EXPENSE-RATIO> 1.02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
