SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 14 *
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: 410-345-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
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 30, 1997. *
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 1,401,007 set forth in prospectus None *
The total number of shares redeemed during this fiscal year ended
May 31, 1996 amounted to 7,825,985 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 6,424,978 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 1,401,007 shares of the redeemed shares for the fiscal year ended *
May 31, 1997 are being used for the reduction in the post-effective *
amendment being filed herein.
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. 14 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 1,401,007 shares of capital stock *
of the Fund to be offered under currently effective Prospectus dated
July 1, 1997 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. 14 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
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 18th day of July, 1997. *
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 18, 1997 *
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) July 18, 1997 *
/s/ GEORGE J. COLLINS Chairman of Board and
Director July 18, 1997 *
/s/ ROBERT P. BLACK Director July 18, 1997 *
/s/ CALVIN W. BURNETT Director July 18, 1997 *
/s/ ANTHONY W. DEERING Director July 18, 1997 *
/s/ F. PIERCE LINAWEAVER Director July 18, 1997 *
/s/ JAMES S. RIEPE V.P. & Director July 18, 1997 *
/s/ JOHN G. SCHREIBER Director July 18, 1997 *
EXHIBIT A
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
July 18, 1997
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") Post-Effective Amendment No. 14 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 1,401,007 additional shares of Capital Stock, par
value one cent ($.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. All of
the additional shares are previously outstanding shares of
Capital Stock, par value one cent ($.01) per share, of the
Corporation which were redeemed by the Corporation during
the fiscal year ended May 31, 1997 but have not previously
been used by the Corporation for a reduction pursuant to
paragraph (a) of Rule 24e-2 under the Investment Company
Act of 1940 (the "1940 Act") during the current year or
pursuant to paragraph (c) of Rule 24f-2 under the 1940 Act
in all previous filings during the current fiscal year.
We have, as counsel, participated in various
corporate and other proceedings relating to the Corporation
and to the proposed issuance of the additional shares. We
have examined copies, either certified or otherwise proven
to our satisfaction to be genuine, of its Charter and By-
Laws, as currently in effect, and a certificate dated July
8, 1997 issued by the Department of Assessments and
Taxation of the State of Maryland, certifying the existence
and good standing of the Corporation. We have also
reviewed the Post-Effective Amendment No. 14 on Form N-1A
being filed by the Corporation, and are generally familiar
with the corporate affairs of the Corporation.
Based upon the foregoing, it is our opinion that:
The Corporation has been duly organized and
is legally existing under the laws of the State of
Maryland.
The Corporation is authorized to issue one
billion (1,000,000,000) shares of Common Stock, par value
one cent ($.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.
Subject to the effectiveness under the Act
of the above-mentioned Post-Effective Amendment No. 14 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,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:MKN:JLS:jlk
Exhibit B
July 18, 1997
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. 14 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. 13 and (ii) Post-Effective Amendment No. 14 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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