Securities Act Registration No. 333-61749
Investment Company Act File No. 811-08955
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 2 [X]
Post-Effective Amendment No. [ ]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 2 [X]
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
(Registrant)
One South Wacker Drive
Chicago, Illinois 60606
Telephone number: 800-338-0593
Heidi J. Walter Cameron S. Avery
Stein Roe Institutional Bell, Boyd & Lloyd
Floating Rate Income Fund Three First National Plaza
One South Wacker Drive 70 West Madison Street, Suite 3300
Chicago, Illinois 60606 Chicago, Illinois 60602-4207
(Agents for service)
Approximate date of proposed public offering: As soon as
practicable after the effective date of this registration
statement.
If any securities being registered on this form will be offered on
a delayed or continuous basis in reliance on rule 415 under the
Securities Act of 1933, other than securities offered in
connection with a dividend reinvestment plan, check the following
box. [x]
_________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Title of Amount of Maximum Maximum
Securities Shares Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered per Unit Price(1) Fee(2)
- ----------------- ---------- -------- ----------- ------------
Common Shares
of Beneficial
Interest 10,000,000 $10.00 $100,000,000 $29,500
- ----------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Previously paid.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
This Registration Statement has also been signed by Stein Roe
Floating Rate Limited Liability Company.
<PAGE>
The prospectus and statement of additional information of Stein
Roe Institutional Floating Rate Income Fund are incorporated into
this filing by reference to pre-effective amendment No. 1 to
Registrant's Registration Statement, file No. 333-61749.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(1) Financial Statements:
(a) Financial statements included in Part A of this
registration statement:
None
(b) Financial statements included in Part B of this
registration statement:
Stein Roe Institutional Floating Rate Income Fund
audited financial statements for its initial
capitalization dated November 12, 1998
(2) Exhibits: [Note: As used herein, the term "Registration
Statement" refers to the Registration Statement of the
Registrant on Form N-2 under the Securities Act of 1933,
No. 333-61749. The term "Pre-Effective Amendment" refers
to a pre-effective amendment to the Registration
Statement.]
a. Agreement and Declaration of Trust as amended and restated
on Nov. 3, 1998. (Exhibit a to Pre-Effective Amendment No.
1.)*
b. By-laws of Registrant dated August 13, 1998 as amended on
Sept. 25, 1998. (Exhibit b to Pre-Effective Amendment No.
1.)*
c. None.
d. None.
e. None.
f. None.
g. Form of Portfolio Management Agreement between Stein Roe
Floating Rate Limited Liability Company and Stein Roe &
Farnham Incorporated. (Exhibit g to Pre-Effective
Amendment No. 1.)*
h. Underwriting Agreement between Registrant and
Liberty Securities Corporation dated Oct. 15, 1998.
(Exhibit h to Pre-Effective Amendment No. 1.)*
i. None.
j. Form of Custodian Contract between Registrant and State
Street Bank and Trust Company. (Exhibit j to Pre-Effective
Amendment No. 1.)*
k. (1) Form of Transfer Agency Agreement between Registrant
and Liberty Funds Services, Inc. (Exhibit k(1) to Pre-
Effective Amendment No. 1.)*
(2) Form of Accounting and Bookkeeping Agreement between
Registrant and Stein Roe & Farnham Incorporated. .
(Exhibit K(2) to Pre-Effective Amendment No. 1.)*
(3) Form of Administrative Agreement between Registrant
and Stein Roe & Farnham Incorporated. (Exhibit k(3) to
Pre-Effective Amendment No. 1.)*
l. Opinion and Consent of Bell, Boyd & Lloyd. (Exhibit 1 to
Pre-Effective Amendment No. 1.)*
m. None.
n. Consent of Ernst & Young LLP. (Exhibit n to Pre-Effective
Amendment No. 1.)*
o. None.
p. Initial Capital Agreement.
q. Stein Roe & Farnham Funds Individual Retirement Account
Plan.
Stein Roe & Farnham Prototype Paired Defined Contribution
Plan. (Exhibit q to Pre-Effective Amendment No. 1.)*
r. None.
- ----------
*Incorporated by reference.
Item 25. Marketing Arrangements
None.
Item 26. Other Expenses of Issuance and Distribution
Registration Fees $29,500
National Association of Securities
Dealers, Inc. Fees 10,500*
State Fees 41,000**
Printing Fees 20,000
Rating Agency Fees 0
Legal and Accounting Fees $170,000**
____________
*The Registrant's investment adviser has paid these fees in
lieu of the Registrant.
**Estimated fees.
Item 27. Persons Controlled By or Under Common Control with
Registrant
The Registrant does not consider that it is directly or
indirectly controlling, controlled by, or under common control
with other persons within the meaning of this Item. The
information in the Statement of Additional Information under the
captions "Management," "Investment Advisory Services" and
"Transfer Agent" is incorporated by reference.
Item 28. Number of Holders of Securities
Title of Class Number of Record Holders
--------------------------- ------------------------
Stein Roe Institutional
Floating Rate Income Fund 1
Item 29. Indemnification
Article Eight of the Agreement and Declaration of Trust of
Registrant (Exhibit 1), which Article is incorporated herein by
reference, provides that Registrant shall provide indemnification
of its trustees and officers (including each person who serves or
has served at Registrant's request as a director, officer, or
trustee of another organization in which Registrant has any
interest as a shareholder, creditor or otherwise) ("Covered
Persons") under specified circumstances.
Section 17(h) of the Investment Company Act of 1940 ("1940
Act") provides that neither the Agreement and Declaration of Trust
nor the By-Laws of Registrant, nor any other instrument pursuant
to which Registrant is organized or administered, shall contain
any provision which protects or purports to protect any trustee or
officer of Registrant against any liability to Registrant or its
shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. In
accordance with Section 17(h) of the 1940 Act, Article Eight shall
not protect any person against any liability to Registrant or its
shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Unless otherwise permitted under the 1940 Act,
(i) Article Eight does not protect any person against any
liability to Registrant or to its shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of his office;
(ii) in the absence of a final decision on the merits by a
court or other body before whom a proceeding was brought that a
Covered Person was not liable by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office, no indemnification is
permitted under Article Eight unless a determination that such
person was not so liable is made on behalf of Registrant by (a)
the vote of a majority of the trustees who are not "interested
persons" of Registrant, as defined in Section 2(a)(19) of the 1940
Act ("disinterested trustees"), or (b) an independent legal
counsel as expressed in a written opinion; and
(iii) Registrant will not advance attorneys' fees or other
expenses incurred by a Covered Person in connection with a civil
or criminal action, suit or proceeding unless Registrant receives
an undertaking by or on behalf of the Covered Person to repay the
advance (unless it is ultimately determined that he is entitled to
indemnification) and (a) the Covered Person provides security for
his undertaking, or (b) Registrant is insured against losses
arising by reason of any lawful advances, or (c) a majority of the
disinterested, non-party trustees of Registrant or an independent
legal counsel as expressed in a written opinion, determine, based
on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the
Covered Person ultimately will be found entitled to
indemnification.
Any approval of indemnification pursuant to Article Eight
does not prevent the recovery from any Covered Person of any
amount paid to such Covered Person in accordance with Article
Eight as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's
action was in, or not opposed to, the best interests of Registrant
or to have been liable to Registrant or its shareholders by reason
of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of such Covered
Person's office.
Article Eight also provides that its indemnification
provisions are not exclusive.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
trustees, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a trustee, officer, or controlling
person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted by such trustee,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
Registrant, its trustees and officers, its investment
adviser, the other investment companies advised by the adviser,
and persons affiliated with them are insured against certain
expenses in connection with the defense of actions, suits, or
proceedings, and certain liabilities that might be imposed as a
result of such actions, suits, or proceedings. Registrant will
not pay any portion of the premium for coverage under such
insurance that would (1) protect any trustee or officer against
any liability to Registrant or its shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of his office or (2) protect its investment adviser or
principal underwriter, if any, against any liability to Registrant
or its shareholders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, in the performance of its duties, or by reason of its
reckless disregard of its duties and obligations under its
contract or agreement with the Registrant; for this purpose the
Registrant will rely on an allocation of premiums determined by
the insurance company.
Pursuant to the indemnification agreement among the
Registrant, its transfer agent and its investment adviser,
the Registrant, its trustees, officers and employees, its transfer
agent and the transfer agent's directors, officers, and employees
are indemnified by Registrant's investment adviser against any and
all losses, liabilities, damages, claims and expenses arising out
of any act or omission of the Registrant or its transfer agent
performed in conformity with a request of the investment adviser
that the transfer agent and the Registrant deviate from their
normal procedures in connection with the issue, redemption or
transfer of shares for a client of the investment adviser.
Registrant, its trustees, officers, employees and
representatives and each person, if any, who controls the
Registrant within the meaning of Section 15 of the Securities Act
of 1933 are indemnified by the distributor of Registrant's shares
(the "distributor"), pursuant to the terms of the distribution
agreement, which governs the distribution of Registrant's shares,
against any and all losses, liabilities, damages, claims and
expenses arising out of the acquisition of any shares of the
Registrant by any person which (i) may be based upon any wrongful
act by the distributor or any of the distributor's directors,
officers, employees or representatives or (ii) may be based upon
any untrue or alleged untrue statement of a material fact
contained in a registration statement, prospectus, statement of
additional information, shareholder report or other information
covering shares of the Registrant filed or made public by the
Registrant or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
therein not misleading if such statement or omission was made in
reliance upon information furnished to the Registrant by the
distributor in writing. In no case does the distributor's
indemnity indemnify an indemnified party against any liability to
which such indemnified party would otherwise be subject by reason
of willful misfeasance, bad faith, or negligence in the
performance of its or his duties or by reason of its or his
reckless disregard of its or his obligations and duties under the
distribution agreement.
Item 30. Business and Other Connections of Investment Adviser
The Adviser is a wholly owned subsidiary of SteinRoe Services
Inc. ("SSI"), which in turn is a wholly owned subsidiary of Liberty
Financial Companies, Inc., which is a majority owned subsidiary of
Liberty Corporation Holdings, Inc., which is a wholly owned
subsidiary of LFC Holdings, Inc., which in turn is a subsidiary of
Liberty Mutual Equity Corporation, which in turn is a subsidiary of
Liberty Mutual Insurance Company. The Adviser acts as investment
adviser to individuals, trustees, pension and profit-sharing
plans, charitable organizations, and other investors. In addition
to Registrant, it also acts as investment adviser to other
investment companies having different investment policies.
For a two-year business history of officers and directors of
the Adviser, please refer to the Form ADV of Stein Roe & Farnham
Incorporated and to the section of the Statement of Additional
Information (part B) entitled "Investment Advisory Services."
Certain directors and officers of the Adviser also serve and
have during the past two years served in various capacities as
officers, directors, or trustees of SSI and of the Registrant and
other investment companies managed by the Adviser. (The listed
entities are located at One South Wacker Drive, Chicago, Illinois
60606, except for SteinRoe Variable Investment Trust and Liberty
Variable Investment Trust, which are located at Federal Reserve
Plaza, Boston, MA 02210 and LFC Utilities Trust, which is located
at One Financial Center, Boston, MA 02111.) A list of such
capacities is given below.
POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Heidi J. Walter Vice President; Secretary
Hans P. Ziegler Director; President; Chairman
SR&F BASE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Executive V-P;
Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INCOME TRUST; STEIN ROE INSTITUTIONAL TRUST; AND
STEIN ROE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Maureen G. Newman Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Joanne T. Costopoulos Vice-President
Loren A. Hansen Executive Vice-President
Brian M. Hartford Vice-President
William C. Loring Vice-President
Lynn C. Maddox Vice-President
Maureen G. Newman Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President Treasurer
Thomas W. Butch President
Kevin M. Carome Vice-President; Asst. Secretary
E. Bruce Dunn Vice President
William M. Garrison Vice President
Erik P. Gustafson Vice President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Steven M. Salopek Vice President
William M. Wadden IV Vice President
Heidi J. Walter Vice President
Hans P. Ziegler Executive Vice-President
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Manager
Kevin M. Carome Vice-President; Asst. Secretary
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive V-P
STEIN ROE FLOATING RATE INCOME TRUST; STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Trustee
Kevin M. Carome Vice-President; Asst. Secretary
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive V-P
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
LIBERTY VARIABLE INVESTMENT TRUST
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
Kevin M. Carome Vice President
Item. 31. Location of Accounts and Records
Registrant maintains the records required to be maintained by
it under Rules 31a-1(a), 31a-1(b), and 31a-2(a) under the
Investment Company Act of 1940 at its principal executive offices
at One South Wacker Drive, Chicago, Illinois 60606. Certain
records, including records relating to Registrant's shareholders
and the physical possession of its securities, may be maintained
pursuant to Rule 31a-3 at the main office of Registrant's transfer
agent or custodian.
Item 32. Management Services
None.
Item 33. Undertakings
1. The Registrant undertakes to suspend the offering of shares
until the prospectus is amended if: (a) subsequent to the
effective date of the Registration Statement, the net asset
value declines more than 10 percent from its net asset value
as of the effective date of the Registration Statement; or (b)
the net asset value increases to an amount greater than its
net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. The Registrant undertakes:
a. To file, during any period in which offers or sales are
being made, a post-effective amendment to the registration
statement:
(1) To include any prospectus required by Section 10(a)(3)
of the 1933 Act;
(2) To reflect in the prospectus any facts or events after
the effective date of the registration statement (or
the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(3) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
b. That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of those
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
c. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
d. To send by first class mail or other means designed to
ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of
Additional Information.
5. Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Chicago, Illinois
on the 20th day of November, 1998.
STEIN ROE INSTITUTIONAL FLOATING
RATE INCOME FUND
By: THOMAS W. BUTCH
Thomas W. Butch, President
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated:
Signature* Title Date
- ------------------------ --------------------- --------------
THOMAS W. BUTCH President and Trustee Nov. 20, 1998
Thomas W. Butch
Principal Executive Officer
GARY A. ANETSBERGER Senior Vice-President Nov. 20, 1998
Gary A. Anetsberger
Principal Financial Officer
SHARON R. ROBERTSON Controller Nov. 20, 1998
Sharon R. Robertson
Principal Accounting Officer
JOHN A. BACON JR. Trustee Nov. 20, 1998
John A. Bacon Jr.
WILLIAM W. BOYD Trustee Nov. 20, 1998
William W. Boyd
LINDSAY COOK Trustee Nov. 20, 1998
Lindsay Cook
DOUGLAS A. HACKER Trustee Nov. 20, 1998
Douglas A. Hacker
JANET LANGFORD KELLY Trustee Nov. 20, 1998
Janet Langford Kelly
CHARLES R. NELSON Trustee Nov. 20, 1998
Charles R. Nelson
THOMAS C. THEOBALD Trustee Nov. 20, 1998
Thomas C. Theobald
*This Registration Statement has also been signed by the above
persons in their capacities as managers and officers of Stein Roe
Floating Rate Limited Liability Company.
<PAGE>
Index of Exhibits Filed with this Amendment
Exhibit
Number Exhibit
- -------- ------------------------------------------------------
p. Initial Capital Agreement
STEIN ROE
MUTUAL FUNDS
Sensible Risks.
Intelligent Investments. [service mark]
November 12, 1998
Stein Roe Institutional Floating Rate Income Fund
One South Wacker Drive
Chicago, Illinois 60606
Gentlemen:
We propose to acquire 10,000 shares of beneficial interest (the
"Shares") of Stein Roe Institutional Floating Rate Income Fund
(the "Fund") at a purchase price of $10.00 per share for a total
of $100,000. We will purchase the Shares in a private offering
prior to the effectiveness of the Form N-2 registration statement
filed by the Fund under the Securities Act of 1933. The Shares
are being purchased pursuant to Section 14 of the Investment
Company Act of 1940 to serve as the seed money for the Fund prior
to the commencement of the public offering of its shares.
In connection with such purchase, we understand that we, the
purchaser, intend to acquire the Shares for own account as the
sole beneficial owner thereof and have no present intention of
redeeming or reselling the Shares so acquired.
We consent to the filing of this investment letter as an exhibit
to the Form N-2 Registration Statement of the Fund.
Sincerely,
STEIN ROE & FARNHAM INCORPORATED
By: THOMAS W. BUTCH
Thomas W. Butch
President, Mutual Funds Division
Stein Roe Mutual Funds South Wacker Drive Chicago, IL
60606-4685 312.368.7700
Liberty Funds Distributor, Inc., Distributor
