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NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23c-3
1. Investment Company Act File Number 811-08953
Date of Notification: November 15, 1999
2. Exact name of investment company as specified in registration
statement:
LIBERTY-STEIN ROE ADVISOR FLOATING RATE FUND
3. Address of principal executive office:
One South Wacker Drive
Suite 3300
Chicago, Illinois 60606
A. [X] The notification pertains to a periodic repurchase offer
under paragraph (b) of Rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase
offer under paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer
under paragraph (b) of Rule 23c-3 and a discretionary repurchase
offer under paragraph (c) of Rule 23c-3.
By: HEIDI J. WALTER
Heidi J. Walter
Vice President and Secretary
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This is notification of the quarterly Tender Offer. If you are
not interested in selling your shares at this time, kindly
disregard this notice.
November 15, 1999
Dear Shareholder:
This letter is to announce the regular quarterly repurchase offer
("Tender Offer") for the Stein Roe Advisor Floating Rate Fund (the
"Fund"). The purpose of this Tender Offer is to provide easy
access and liquidity to your assets by allowing you to sell your
Shares at net asset value. The Fund will repurchase Fund shares
only by Tender Offer and only during the Fund's regularly
scheduled quarterly Tender Offers.
The Tender Offer period will begin on November 15, 1999, and end
on December 15, 1999. If you wish to redeem shares, either call
your financial advisor or return your Tender Offer Form (included
with this letter) by 4:00 p.m. Eastern time on December 15, 1999.
All Tender Offer Requests received during this period will be
processed after that time.
If you have no desire to sell your shares of the Fund, please
disregard this notice. We will contact you again next quarter to
remind you of your share sale privileges. However, if you would
like to sell shares for cash in this Tender Offer, call your
financial advisor or complete the Tender Offer Form included with
this letter and return it in the enclosed envelope to Liberty
Funds Services, Inc., P. O. Box 1722, Boston, MA 02105-1722.
All requests to tender shares must be received in good order by
the Fund by 4:00 p.m. Eastern time on December 15, 1999.
If you have any questions, please call your financial advisor or
call one of our Shareholder Service Representatives at 1-800-345-
6611.
Sincerely,
Stein Roe Advisor Floating Rate Fund
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TENDER OFFER DOCUMENT
Stein Roe Advisor Floating Rate Fund
Dated November 15, 1999
This repurchase offer ("Tender Offer") of Stein Roe Advisor
Floating Rate Fund ("the Fund") and acceptance of the Tender Offer
for tender of shares of the Fund are made upon the terms and
conditions stated in this Tender Offer Document/Tender Offer Form
and the Fund's prospectus and statement of additional information
("SAI").
1. The Repurchase Offer. The Fund is offering to repurchase for
cash up to five percent (5%) (the "Repurchase Offer Amount")
of its issued and outstanding shares ("Shares") at a price
equal to the net asset value per share ("NAV") as of the close
of business on the New York Stock Exchange on the Repurchase
Pricing Date (defined below) upon the terms and conditions set
forth herein. The purpose of the Tender Offer is to provide
liquidity to shareholders because no secondary market exists
for the Shares. The Tender Offer is not conditioned upon the
tender for repurchase of any minimum number of Shares.
2. Repurchase Request Deadline. All tenders of Shares for
repurchase must be received in proper form by the Fund on or
before 4 p.m. Eastern time on December 15, 1999 which is the
"Repurchase Request Deadline."
3. Repurchase Pricing Date. The NAV for the repurchase will be
determined no later than December 22, 1999 (the "Repurchase
Pricing Date"), which is within seven days following the
Repurchase Request Deadline. The Fund anticipates, however,
that normally the Repurchase Pricing Date will be the same
date as the Repurchase Request Deadline.
4. Payment for Shares Repurchased. The Fund will pay repurchase
proceeds within seven calendar days after the Repurchase
Pricing Date. The Fund will not charge a repurchase fee.
5. Net Asset Value. The NAV of the Fund on November 10, 1999 was
$10.04 per Share. You must decide whether to tender Shares
prior to the Repurchase Request Deadline, but the NAV at which
the Fund will repurchase Shares will not be calculated until
the Repurchase Pricing Date. The NAV of the Shares may
fluctuate between the date of your repurchase request or the
Repurchase Request Deadline and the Repurchase Pricing Date.
There can be no assurance that the NAV of the Shares on the
Repurchase Pricing Date will be as high as the NAV of the
Shares on the date of your repurchase request or the
Repurchase Request Deadline. Please call the Fund at 1-800-
345-6611 for current price information. The Fund's Shares are
not traded on any organized market or exchange.
6. Increase in Number of Shares Repurchased; Pro Rata
Repurchases. If shareholders tender more Shares for
repurchase than the Repurchase Offer Amount, the Fund may (but
is not obligated to) repurchase an additional two percent (2%)
of the Shares above the Repurchase Offer Amount. If the Fund
determines not to repurchase the additional 2%, or if
shareholders tender Shares in excess of the Repurchase Offer
Amount plus the 2%, the Fund will repurchase Shares tendered
on a pro rata basis. The Fund may, however, in its discretion
accept all Shares tendered by shareholders who own less than
100 Shares and who tender all their Shares, before prorating
the Shares tendered by other shareholders.
There can be no assurance that the Fund will be able to
repurchase all Shares that you have tendered, even if you
tender all Shares held in your account. In the event of an
oversubscribed Tender Offer, you may be unable to sell some or
all of your investment. You may have to wait until a
subsequent Tender Offer to tender Shares that the Fund is
unable to repurchase, and you would be subject to the risk of
net asset value fluctuations during that time period.
7. Withdrawal of Shares to be Repurchased. Tenders of Shares may
be withdrawn or modified at any time prior to 4 p.m. Eastern
time on December 15, 1999, by submitting written notice to
Liberty Funds Services, Inc. at P.O. Box 1722, Boston, MA
02105-1722.
8. Suspension or Postponement of Tender Offer. The Fund may
suspend or postpone a Tender Offer in limited circumstances,
and only by vote of a majority of the Board of Trustees,
including a majority of the independent Trustees. These
circumstances are limited and include the following:
(a) if the repurchase of Shares would cause the Fund to lose
its status as a regulated investment company under
Subchapter M of the Internal Revenue Code;
(b) for any period during which an emergency exists as a
result of which it is not reasonably practicable for the
Fund to dispose of securities it owns or to determine the
value of the Fund's net assets;
(c) for any other periods that the Securities and Exchange
Commission permits by order for the protection of
shareholders;
(d) if the Shares are listed on a national securities exchange
or quoted in an inter-dealer quotation system of a
national securities association and the repurchase of
Shares would cause the Shares to lose that status; or
(e) during any period in which any market on which the Shares
are principally traded is closed, or during any period in
which trading on the market is restricted.
You will be notified if the Fund suspends or postpones the
Tender Offer. If the Fund renews the Tender Offer after a
suspension or postponement, you will be sent a new
notification.
9. Tax Consequences. You should review the tax information in
the Fund's prospectus and SAI. Shareholders should consult
their tax advisors regarding the specific tax consequences,
including state and local tax consequences, of participating
in the Tender Offer. The Fund intends to take the position
that shareholders tendering Shares will qualify for sale
treatment. If the transaction is treated as a sale for tax
purposes, any gain or loss recognized will be treated as a
capital gain or loss by shareholders that hold their Shares as
a capital asset.
10. Documents in Proper Form. All questions as to validity, form,
eligibility (including time of receipt) and acceptance of
tenders of Shares will be determined by the Fund, in its sole
discretion, which determination shall be final and binding.
The Fund reserves the absolute right to reject any or all
tenders of Shares determined to be in appropriate form or to
refuse to accept for payment, purchase or pay for any Shares
if, in the opinion of the Fund's counsel, accepting,
purchasing or paying for such Shares would be unlawful. The
Fund also reserves the absolute right to waive any of the
conditions of the Tender Offer or any defect in any tender of
Shares whether generally or with respect to any particular
Shares(s) or shareholders. The Fund's interpretations of the
terms and conditions of the Tender Offer shall be final and
binding. Unless waived, any defects or irregularities in
connection with tenders of Shares must be cured within such
times as the Fund shall determine. Tenders of Shares will not
be deemed to have been made until the defects or
irregularities have been cured or waived.
* * * * *
Neither the Fund, Stein Roe & Farnham, the Fund's investment
adviser, Liberty Funds Distributor, Inc., the Fund's distributor,
nor any other person is or will be obligated to give notice of any
defects or irregularities in tender offers, nor shall any of them
incur any liability for failure to give any such notice.
Neither the Fund nor its Board of Trustees makes any
recommendation to any shareholder as to whether or not to tender
shares. Each shareholder must make an independent decision
whether to tender shares and, if so, how many Shares to tender.
No person has been authorized to make any recommendation on behalf
of the Fund as to whether shareholders should tender Shares
pursuant to this Tender Offer. No person has been authorized to
give any information or to make any representations in connection
with the Tender Offer other than those contained herein or in the
Fund's prospectus, SAI or account application. If given or made,
such recommendation and such information and representation may
not be relied upon as having been authorized by the Fund.
For per share net asset value and other information, or for a copy
of the Fund's prospectus, call the Fund at 800-345-6611.
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LIBERTY FUNDS
STEIN ROE ADVISOR
FLOATING RATE FUND
TENDER OFFER FORM
Either an order must be placed with your financial advisor or a
properly completed Tender Offer Form must be received by 4 p.m.
Eastern time on December 15, 1999, if you want to sell Shares of
Stein Roe Advisor Floating Rate Fund this quarter. December 15,
1999 is the Repurchase Request Deadline.
To Stein Roe Advisor Floating Rate Fund:
Please accept this tender of the Shares designated below for
repurchase at a price equal to the net asset value (NAV) per share
on the Repurchase Pricing Date.
1 Account Registration:
Your account registration is listed above. If joint account, both
shareholders must sign in section 4. If shareholder is a
corporation or trust, capacity to act must be included (i.e.,
resolution of certification).
_________________________________
Account Number
_________________________________
Daytime Phone Number
2 Shares Tendered
Please check applicable box(es)*
[_] Dollar Amount
Please tender enough Shares to net $_____
[_] Partial Share Amount
Please tender _______ Shares from my Account.
[_] Full Share Tender
Please repurchase all Shares from my Account.
[_] IRA Distribution
Please complete section 2a.
2a IRA Distributions Only
Federal Income Tax Withholding:*
[_] I do not want federal income tax withheld from my
distribution.
[_] Withhold ____% of my distribution for federal income tax.
My date of birth is ___________________.
*If no box is checked, no tax will be withheld. If the amount
withheld and your estimated tax payments are insufficient, you may
be subject to certain IRS penalties.
3 Payment and Delivery Options:
[ ] Make check payable and mail to address of record.
[ ] Make check payable and mail to:**
_________________________________________________________________
Name
_________________________________________________________________
Street Address
_________________________________________________________________
City State Zip
**A signature guarantee is required.
[ ] Exchange the shares into:
_____________________________________________________________
Liberty fund name
_____________________________________________________________
Liberty account number
[ ] Wire the proceeds of this tender to:
_____________________________________________________________
Bank Name
_____________________________________________________________
Bank Account Number
4 Signature(s) of Owners Exactly as Registered
_____________________________________________________________
Owner's signature Date
_____________________________________________________________
Title
_____________________________________________________________
Joint owner's signature (if applicable) Date
_____________________________________________________________
Title
