SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 10 *
T. ROWE PRICE Short-Term U.S. GOVERNMENT FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
<PAGE>
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of Rule 485
Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and
intends to file a 24f-2 Notice by July 28, 1995. *
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $0.01 Varying prices calculated
par value per share 17,550,863 as set forth in prospectus None *
Capital Stock of $0.01 Varying prices calculated
par value per share 61,966 as set forth in prospectus $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $4.68 per share, equal to the net asset *
value as of the close of business on July 11, 1995 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
May 31, 1995 amounted to 22,148,859 shares. Of this number of shares, *
- -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 4,607,996 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 17,550,863 shares of the redeemed shares for the fiscal year ended *
May 31, 1995 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Short-Term U.S. Government
Fund, Inc., hereby submits this Post-Effective Amendment No. 10 to its *
Registration Statement, Form N-1A (SEC File Number 33-42206), pursuant
to paragraph (b) of Rule 485 under the Act. The purpose of this
Amendment is to register an additional 17,612,829 shares of capital stock *
of the Fund to be offered under currently effective Prospectus dated
July 1, 1995 and to furnish the following: *
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant, as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 10 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 26th day of July, 1995. *
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
/s/ PETER VAN DYKE, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ PETER VAN DYKE President & Director July 26, 1995 *
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) July 26, 1995 *
/s/ GEORGE J. COLLINS Chairman of Board and
Director July 26, 1995 *
/s/ ROBERT P. BLACK Director July 26, 1995 *
/s/ CALVIN W. BURNETT Director July 26, 1995 *
/s/ ANTHONY W. DEERING Director July 26, 1995 *
/s/ F. PIERCE LINAWEAVER Director July 26, 1995 *
/s/ JAMES S. RIEPE V.P. & Director July 26, 1995 *
/s/ JOHN G. SCHREIBER Director July 26, 1995 *
/s/ ANNE MARIE WHITTEMORE Director July 26, 1995 *
EXHIBIT A
July 26, 1995
T. Rowe Price Short-Term U.S. Government Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Short-Term U.S. Government Fund, Inc., a Maryland
corporation (the "Corporation"), is filing with the Securities and Exchange
Commission (the "Commission") on behalf of T. Rowe Price Short-Term U.S.
Government Fund, Inc. Post-Effective Amendment No. 10 to its Registration
Statement under the Securities Act of 1933 (the "Act") on Form N-1A
(Securities Act File No. 33-42206) relating, among other things, to the
registration under the Act of 17,612,829 additional shares of Common Stock,
par value ($.01) per share (the "additional shares"), which are to be offered
and sold by the Corporation in the manner and on the terms set forth in the
Prospectus current and effective under the Act at the time of sale.
17,550,863 of the additional shares are previously outstanding shares of
Common Stock, par value ($.01) per share, of the Corporation which were
redeemed by the Corporation during the fiscal year ended May 31, 1995 but have
not previously been used by the Corporation for a reduction pursuant to
paragraph (a) of Rule 24e-2 under the Investment Company Act of 1940 (the
"1940 Act") during the current year or pursuant to paragraph (c) of Rule 24f-2
under the 1940 Act in all previous filings during the current fiscal year.
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the proposed issuance of the
additional shares. We have examined copies, either certified or otherwise
proven to our satisfaction to be genuine, of its Charter and By-Laws, as
currently in effect, and a certificate dated July 18, 1995 issued by the
Department of Assessments and Taxation of the State of Maryland, certifying
the existence and good standing of the Corporation. We have also reviewed the
Post-Effective Amendment No. 10 on Form N-1A being filed by the Corporation,
and are generally familiar with the corporate affairs of the Corporation.
Based upon the foregoing, it is our opinion that:
A. The Corporation has been duly organized and is legally existing
under the laws of the State of Maryland.
B. The Corporation is authorized to issue one billion (1,000,000,000)
shares of Common Stock, par value ($.01) per share. Under Maryland law,
(a) the number of authorized shares may be increased or decreased by action of
the Board of Directors and (b) shares which were issued and which have
subsequently been redeemed by the Corporation are, by virtue of such
redemption, restored to the status of authorized and unissued shares.
C. Subject to the effectiveness under the Act of the above-mentioned
Post-Effective Amendment No. 10 upon issuance of the additional shares within
the limits prescribed by the Charter of the Corporation for a consideration of
not less than the par value thereof, and not less than the net asset value
thereof, the additional shares will be legally issued and outstanding and
fully paid and non-assessable.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission as part of the above-mentioned Post-Effective Amendment to
the Registration Statement, the reference to our firm as counsel in the
prospectus of the Corporation, and to the filing of this Opinion as part of an
application for registration of the Corporation, its Capital Stock, or both,
under the securities law of any state. In giving this consent we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Act.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of Maryland, such opinion
should be understood to be based solely upon our review of the documents
referred to above, the published statutes of the State of Maryland and, where
applicable, published cases, rules or regulations of regulatory bodies of that
State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman, LLP
Exhibit B
July 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 33-42206
T. Rowe Price Short-Term U.S. Government Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on various
matters involving the T. Rowe Price Short-Term U.S. Government Fund, Inc.
("Registrant") and, in this connection, have read and reviewed Post-Effective
Amendment No. 10 to the Registrant's Registration Statement, Form N-1A (SEC
File Number 33-42206). In accordance with the provisions of paragraphs (b)(3)
and (e) of Rule 485 under the Securities Act of 1933, as amended, I hereby
represent that (i) no material event requiring disclosure in the Registrant's
Prospectus, other than the one listed in paragraph (b)(1) of Rule 485, has
occurred since the effective date of the Registrant's most recent
Post-Effective Amendment No. 9 and (ii) Post-Effective Amendment No. 10 does
not contain any disclosures which would render such Amendment ineligible to
become effective pursuant to paragraph (b) of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
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<NAME> T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC,
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