Securities Act Registration No. 333-_____
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. _ [ ]
Post-Effective Amendment No. _ [ ]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 3 [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: May 12, 1999.
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]
It is proposed that this filing will become effective (check
appropriate box):
[ ] when declared effective pursuant to section 8(c)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on May 12, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a) of Rule 486
[ ] This post-effective amendment designates a new effective date
for a previously filed registration statement.
[ ] This Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act and
the Securities Act registration number of the earlier
effective registration statement is _______.
This registration incorporates a combined prospectus pursuant to
Rule 429 which relates to an earlier registration statement filed
by the Registrant on August 18, 1998, as amended to date (File No.
333-61749.
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 Fee
- ----------------- ---------- -------- ----------- ------------
Common Shares
of Beneficial
Interest 10,000,000(1) $10.06 $106,000,000 $27,966.80(3)
- ----------------------------------------------------------------
Common Shares
of Beneficial
Interest 10,000,000(2) $10.00 $100,000,000 $29,500(4)
- ----------------------------------------------------------------
(1) Currently being registered.
(2) Previously registered.
(3) Calculated pursuant to Rule 457(d) based on the net asset
value per share of $10.06 as of April 27, 1999.
(4) Estimated solely for the purpose of calculating the
registration fee.
This Registration Statement has also been signed by Stein Roe
Floating Rate Limited Liability Company.
<PAGE>
Registrant's prospectus as filed with the Securities and Exchange
Commission ("SEC") under Rule 497(e) on December 17, 1998 (File
Nos. 333-61749 and 811-08955), Registrant's statement of
additional information as filed with the SEC under Rule 497(c) on
November 23, 1998, and the supplement dated April 23, 1999 to
Registrant's prospectus as filed with the SEC under Rule 497(e) on
April 23, 1999, are incorporated into this filing by reference.
<PAGE>
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
Cross reference sheet pursuant to rule 495(a) of Regulation C
Item No. Location or caption
References are to captions within the part of the
registration statement to which the particular item relates
except as otherwise indicated.
Part A (Prospectus)
1. Outside Front Cover Cover Page
2. Cover Pages; Other Cover Page; Outside Back Cover
Offering Information
3. Fee Table and Synopsis Fund Expenses; Prospectus Summary
4. Financial Highlights Not applicable
5. Plan of Distribution Cover Page; Use of Proceeds; How to
Purchase Shares
6. Selling Shareholders Not applicable
7. Use of Proceeds Use of Proceeds; Investment Objective
and Policies; How the Portfolio
Invests; Special Risk Considerations;
Other Investment Practices
8. General Description of
the Registrant Prospectus Summary; The Fund;
Investment Objectives and Policies;
How the Portfolio Invests; Special
Risk Considerations; Other Investment
Practice; How to Purchase Shares;
Organization and Description of
Shares; Master Fund/Feeder Fund:
Structure and Risk Factors
9. Management Management of the Fund; Organization
and Description of Shares; Master
Fund/Feeder Fund: Structure and Risk
Factors
10. Capital Stock; Long-Term
Debt and Other Securities The Fund; Distributions and Income
Taxes; Periodic Tender Offers;
Organization and Description of
Shares
11. Defaults and Arrears
on Senior Securities Not applicable
12. Legal Proceedings Not applicable
13. Table of Contents of Table of Contents of Statement of
the Statement of Additional Information
Additional Information
Part B (Statement of Additional Information)
14. Cover Page Cover Page
15. Table of Contents Table of Contents
16. General Information
and History Not applicable
17. Investment Objective
and Policies Investment Policies; Portfolio
Investments and Strategies;
Investment Restrictions
18. Management Management
19. Control Persons and Principal Shareholders
Principal Holders of Securities
20. Investment Advisory and
Other Services Investment Advisory Services;
Bookkeeping and Accounting;
Distributor; Transfer Agent;
Custodian
21. Brokerage Allocation
and Other Practices Portfolio Transactions
22. Tax Status Additional Income Tax Considerations
23. Financial Statements Financial Statements
Part C (Other Information)
24 Financial Statements and Exhibits
25 Marketing Arrangements
26 Other Expenses of Issuance and Distribution
27 Persons Controlled By or Under Common Control With
Registrant
28 Number of Holders of Securities
29 Indemnification
30 Business and Other Connections of Investment Adviser
31 Location of Accounts and Records
32 Management Services
33 Undertakings
<PAGE>
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
Supplement to Nov. 20, 1998 Prospectus
___________________
The prospectus is amended to delete the table at the bottom of
page 3 and replace it with the following:
The Fund began offering its Shares and began investment operations
on Dec. 17, 1998. The Fund engages in a continuous offering of
Shares. The Fund has registered 20,000,000 Shares and is
authorized as a business trust to issue an unlimited number of
Shares. Shares are offered at a price equal to the next
determined net asset value per share, which as of April 27, 1999,
was $10.06. There are no sales charges.
* Proceeds of the offering estimated at $206,000,000, and,
subject to any repurchases, will be invested by the Fund over
the course of the continuous offering.
* Offering expenses of $152,006 deducted from net proceeds to
the Fund upon completing of the initial offering on Dec. 17,
1998; estimated offering expenses of $119,529 deducted from
net proceeds to Fund upon completion of subsequent offering of
an additional 10,000,000 Shares commencing on or after May 12,
1999.
* Because Liberty Fund Distributors, Inc. will pay all
distribution costs from its own assets, net proceeds of the
offering will be available to the Fund for investment.
* Organizational expenses to remain liability of Fund and be
gradually reduced in equal installments over period not to
exceed 60 months from the date Fund commenced investment
operations on Dec. 17, 1998.
Please keep this Supplement for future reference.
This Supplement is Dated May 12, 1999
<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. Form of Underwriting Agreement between Registrant and
Liberty Funds Distributor, Inc. dated April 23, 1999.
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.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Initial Capital Agreement. (Exhibit p to Pre-Effective
Amendment No. 2.)*
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. Financial Data Schedule.
- ----------
*Incorporated by reference.
Item 25. Marketing Arrangements
None.
Item 26. Other Expenses of Issuance and Distribution
Registration Fees $57,466
National Association of Securities
Dealers, Inc. Fees 22,000*
State Fees 49,943
Legal and Accounting Fees $142,126
____________
*The Registrant's investment adviser has paid $10,500 of
these fees in lieu of the Registrant.
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
There were 18 record holders as of March 31, 1999.
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
Thomas W. Butch President; Director; Chmn. Vice President
Kevin M. Carome Assistant Clerk
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
Karl J. Maurer Comptroller
C. Allen Merritt, Jr. Director; Vice President
Heidi J. Walter Vice President; Secretary
SR&F BASE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
David P. Brady Vice-President
Thomas W. Butch President Executive V-P;
Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Asst. Secy. VP
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
Jane M. Naeseth Vice-President
Maureen G. Newman Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
M. Gerard Sandel Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
STEIN ROE INCOME TRUST; STEIN ROE INSTITUTIONAL TRUST; AND
STEIN ROE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Executive VP; Asst. Secy. VP
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
STEIN ROE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Asst. Secy. VP
E. Bruce Dunn Vice-President
William M. Garrison 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
Steven M. Salopek Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
LIBERTY-STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Asst. Secy. VP
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
STEIN ROE MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Executive VP; Asst. Secy. VP
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
STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President
Kevin M. Carome Executive VP; Asst. Secy. VP
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
STEIN ROE FLOATING RATE INCOME TRUST; STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME TRUST, STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President; Trustee
Kevin M. Carome Executive VP; Asst. Secy. VP
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
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, Registrant certifies that
it meets all of the requirements for effectiveness of this
registration statement pursuant to Rule 486(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 Chicago, Illinois on the 6th day of May, 1999.
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 May 6, 1999
Thomas W. Butch
Principal Executive Officer
GARY A. ANETSBERGER Senior Vice- May 6, 1999
Gary A. Anetsberger President; Controller
Principal Financial Officer
PATRICIA J. JUDGE Controller May 6, 1999
Patricia J. Judge
Principal Accounting Officer
JOHN A. BACON JR. Trustee May 6, 1999
John A. Bacon Jr.
WILLIAM W. BOYD Trustee May 6, 1999
William W. Boyd
LINDSAY COOK Trustee May 6, 1999
Lindsay Cook
___________________ Trustee May 6, 1999
Douglas A. Hacker
JANET LANGFORD KELLY Trustee May 6, 1999
Janet Langford Kelly
CHARLES R. NELSON Trustee May 6, 1999
Charles R. Nelson
THOMAS C. THEOBALD Trustee May 6, 1999
Thomas C. Theobald
*Each person signing this amendment is signing in his or her
indicated capacity with the Registrant and also 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
- -------- ------------------------------------------------------
h Underwriting Agreement
l Opinion and consent of Bell, Boyd & Lloyd
n Consent of Ernst & Young LLP
r Financial Data Schedule
UNDERWRITING AGREEMENT
BETWEEN
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME TRUST
STEIN ROE FLOATING RATE INCOME TRUST
AND LIBERTY FUNDS DISTRIBUTOR, INC.
THIS UNDERWRITING AGREEMENT ("Agreement"), made as of the
23rd day of April, 1999 by and between Stein Roe Institutional
Floating Rate Income Fund and Stein Roe Floating Rate Income Fund,
each a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Fund"), and
Liberty Funds Distributor, Inc. a corporation organized and
existing under the laws of the Commonwealth of Massachusetts
(hereinafter called the "Distributor").
WITNESSETH:
WHEREAS, the Fund is engaged in business as a closed-end
management investment company registered as an interval fund under
Section 23c-3 of the Investment Company Act of 1940, as amended
("ICA-40"); and
WHEREAS, the Distributor is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended ("SEA-34")
and the laws of each state (including the District of Columbia and
Puerto Rico) in which it engages in business to the extent such
law requires, and is a member of the National Association of
Securities Dealers ("NASD") (such registrations and membership are
referred to collectively as the "Registrations"); and
WHEREAS, the Fund desires the Distributor to act as the
distributor in the public offering of its Shares of beneficial
interest (hereinafter called "Shares");
WHEREAS, the Fund shall pay all charges of its transfer,
shareholder recordkeeping, dividend disbursing and redemption
agents, if any; all expenses of notices, proxy solicitation
material and reports to shareholders; all expenses of preparation
of annual or more frequent revisions of the Fund's Prospectus and
Statement of Additional Information ("SAI") and of supplying
copies thereof to shareholders; all expenses of registering and
maintaining the registration of the Fund under ICA-40 and of the
Fund's Shares under the Securities Act of 1933, as amended ("SA-
33"); all expenses of qualifying and maintaining qualification of
such Fund and of the Fund's Shares for sale under securities laws
of various states or other jurisdictions and of registration and
qualification of the Fund under all laws applicable to the Fund or
its business activities; and
WHEREAS, Stein Roe & Farnham Incorporated, investment adviser
to the Funds, or its affiliates, may pay expenses incurred in the
sale and promotion of the Fund;
NOW, THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the parties hereto agree as
follows:
1. Appointment. The Fund appoints Distributor to act as
principal underwriter (as such term is defined in Section 2(a)(29)
of ICA-40) of its Shares for each series or class of the Fund set
forth on Schedule A hereto.
2. Delivery of Fund Documents. The Fund has furnished
Distributor with properly certified or authenticated copies of
each of the following in effect on the date hereof and shall
furnish Distributor from time to time properly certified or
authenticated copies of all amendments or supplements thereto:
(a) Agreement and Declaration of Trust;
(b) By-Laws;
(c) Resolutions of the Board of Trustees of the Fund
(hereinafter referred to as the "Board") selecting Distributor as
distributor and approving this form of agreement and authorizing
its execution.
The Fund shall furnish Distributor promptly with copies of
any registration statements filed by it with the Securities and
Exchange Commission ("SEC") under SA-33 or ICA-40, together with
any financial statements and exhibits included therein, and all
amendments or supplements thereto hereafter filed.
The Fund also shall furnish Distributor such other
certificates or documents which Distributor may from time to time,
in its discretion, reasonably deem necessary or appropriate in the
proper performance of its duties.
3. Solicitation of Orders for Purchase of Shares.
(a) Subject to the provisions of Paragraphs 4, 5 and 7
hereof, and to such minimum purchase requirements as may from time
to time be indicated in the Fund's Prospectus, Distributor is
authorized to solicit, as agent on behalf of the Fund,
unconditional orders for purchases of the Fund's Shares authorized
for issuance and registered under SA-33, provided that:
(1) Distributor shall act solely as a disclosed agent
on behalf of and for the account of the Fund;
(2) In all cases except for orders transmitted
through the FundSERV/NSCC system, the Fund or its
transfer agent shall receive directly from
investors all payments for the purchase of the
Fund's Shares and also shall pay directly to
shareholders amounts due to them for the
redemption or repurchase of all the Fund's Shares
with Distributor having no rights or duties to
accept such payment or to effect such redemptions
or repurchases;
(3) The Distributor shall receive directly from
financial intermediaries which trade through the
FundSERV/NSCC system all payments for the
purchase of the Fund's Shares and shall also
cause to be paid directly to such intermediaries
amounts due to them for the redemption or
repurchase of all the Fund's Shares. The
Distributor shall be acting as the Fund's agent
in accepting payment for the orders and not be
acting in a principal capacity.
(4) Distributor shall confirm all orders received for
purchase of the Fund's Shares which confirmation
shall clearly state (i) that Distributor is
acting as agent of the Fund in the transaction
(ii) that all certificates for redemption,
remittances, and registration instructions should
be sent directly to the Fund, and (iii) the
Fund's mailing address;
(5) Distributor shall have no liability for payment
for purchases of the Fund's Shares it sells as
agent; and
(6) Each order to purchase Shares of the Fund
received by Distributor shall be subject to
acceptance by an officer of the Fund in Chicago
and entry of the order on the Fund's records or
shareholder accounts and is not binding until so
accepted and entered.
The purchase price to the public of the Fund's Shares shall
be the public offering price as defined in Paragraph 6 hereof.
(b) In consideration of the rights granted to the
Distributor under this Agreement, Distributor will use its best
efforts (but only in states in which Distributor may lawfully do
so) to solicit from investors unconditional orders to purchase
Shares of the Fund. The Fund shall make available to the
Distributor without cost to the Distributor such number of copies
of the Fund's currently effective Prospectus and Statement of
Additional Information and copies of all information, financial
statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of Shares.
3.A. Selling Agreements. Distributor is authorized, as
agent on behalf of each Fund, to enter into agreements with other
broker-dealers providing for the solicitation of unconditional
orders for purchases of Fund's Shares authorized for issuance and
registered under SA-33. All such agreements shall be either in
the form of agreement attached hereto or in such other form as may
be approved by the officers of the Fund ("Selling Agreement").
All solicitations made by other broker-dealers pursuant to a
Selling Agreement shall be subject to the same terms of this
Agreement which apply to solicitations made by Distributor.
4. Solicitation of Orders to Purchase Shares by Fund. The
rights granted to the Distributor shall be non-exclusive in that
the Fund reserves the right to solicit purchases from, and sell
its Shares to, investors. Further, the Fund reserves the right to
issue Shares in connection with the merger or consolidation of any
other investment company, trust or personal holding company with
the Fund, or the Fund's acquisition, by the purchase or otherwise,
of all or substantially all of the assets of an investment
company, trust or personal holding company, or substantially all
of the outstanding shares or interests of any such entity. Any
right granted to Distributor to solicit purchases of Shares will
not apply to Shares that may be offered by the Fund to
shareholders by virtue of their being shareholders of the Fund.
5. Shares Covered by this Agreement. This Agreement relates
to the solicitation of orders to purchase Shares that are duly
authorized and registered and available for sale by the Fund,
including redeemed or repurchased Shares if and to the extent that
they may be legally sold and if, but only if, the Fund authorizes
the Distributor to sell them.
6. Public Offering Price. All solicitations by the
Distributor pursuant to this Agreement shall be for orders to
purchase Shares of the Fund at the public offering price. The
public offering price for each accepted subscription for the
Fund's Shares will be the net asset value per share next
determined by the Fund after it accepts such subscription. The
net asset value per share shall be determined in the manner
provided in the Fund's Agreement and Declaration of Trust as now
in effect or as they may be amended, and as reflected in the
Fund's then current Prospectus and Statement of Additional
Information.
7. Suspension of Sales. If and whenever the determination
of the Fund's net asset value is suspended and until such
suspension is terminated, no further orders for Shares shall be
accepted by the Fund except such unconditional orders placed with
the Fund and accepted by it before the suspension. In addition,
the Fund reserves the right to suspend sales of Shares if, in the
judgement of the Board of the Fund, it is in the best interest of
the Fund to do so, such suspension to continue for such period as
may be determined by the Board of the Fund; and in that event, (i)
at the direction of the Fund, Distributor shall suspend its
solicitation of orders to purchase Shares of the Fund until
otherwise instructed by the Fund and (ii) no orders to purchase
Shares shall be accepted by the Fund while such suspension remains
in effect unless otherwise directed by its Board.
8. Authorized Representations. No Fund is authorized by the
Distributor to give on behalf of the Distributor any information
or to make any representations other than the information and
representations contained in the Fund's registration statement
filed with the SEC under SA-33 and/or ICA-40 as it may be amended
from time to time.
Distributor is not authorized by the Fund to give on behalf
of the Fund any information or to make any representations in
connection with the sale of Shares other than the information and
representations contained in the Fund's registration statement
filed with the SEC under SA-33 and/or ICA-40, covering Shares, as
such registration statement or the Fund's prospectus may be
amended or supplemented from time to time, or contained in
shareholder reports or other material that may be prepared by or
on behalf of the Fund or approved by the Fund for the
Distributor's use. No person other than Distributor is authorized
to act as principal underwriter (as such term is defined in ICA-
40, as amended) for the Funds.
9. Registration of Additional Shares. The Fund hereby
agrees to register a definite number of Shares as the Fund shall
deem advisable pursuant to Rule 24e-2 under ICA-40, as amended.
The Fund will, in cooperation with the Distributor, take such
action as may be necessary from time to time to qualify the Shares
(so registered or otherwise qualified for sale under SA-33), in
any state mutually agreeable to the Distributor and the Fund, and
to maintain such qualification; provided, however, that nothing
herein shall be deemed to prevent the Fund from registering its
shares without approval of the Distributor in any state it deems
appropriate.
10. Conformity With Law. Distributor agrees that in
soliciting orders to purchase Shares it shall duly conform in all
respects with applicable federal and state laws and the rules and
regulations of the NASD. Distributor will use its best efforts to
maintain its Registrations in good standing during the term of
this Agreement and will promptly notify the Fund and Stein Roe &
Farnham Incorporated in the event of the suspension or termination
of any of the Registrations.
11. Independent Contractor. Distributor shall be an
independent contractor and neither the Distributor, nor any of its
officers, directors, employees, or representatives is or shall be
an employee of the Fund in the performance of Distributor's duties
hereunder. Distributor shall be responsible for its own conduct
and the employment, control, and conduct of its agents and
employees and for injury to such agents or employees or to others
through its agents and employees and agrees to pay all employee
taxes thereunder.
12. Indemnification. Distributor agrees to indemnify and
hold harmless the Fund and each of the members of its Board and
its officers, employees and representatives and each person, if
any, who controls the Fund within the meaning of Section 15 of SA-
33 against any and all losses, liabilities, damages, claims and
expenses (including the reasonable costs of investigating or
defending any alleged loss, liability, damage, claim or expense
and reasonable legal counsel fees incurred in connection
therewith) to which the Fund or such of the members of its Board
and of its officers, employees, representatives, or controlling
person or persons may become subject under SA-33, under any other
statute, at common law, or otherwise, arising out of the
acquisition of any Shares of the Fund by any person which (i) may
be based upon any wrongful act by Distributor or any of
Distributor's directors, officers, employees or representatives,
or (ii) may be based upon any untrue statement 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
Fund filed or made public by the Fund 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 statements therein not misleading if such statement or
omission was made in reliance upon information furnished to the
Fund by Distributor in writing. In no case (i) is Distributor's
indemnity in favor of the Fund, or any person indemnified, to be
deemed to protect the Fund or such indemnified person against any
liability to which the Fund or such person 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 this
Agreement or (ii) is Distributor to be liable under its indemnity
agreement contained in this paragraph with respect to any claim
made against the Fund or any person indemnified unless the Fund or
such person, as the case may be, shall have notified Distributor
in writing of the claim within a reasonable time after the
summons, or other first written notification, giving information
of the nature of the claim served upon the Fund or upon such
person (or after the Fund or such person shall have received
notice of such service on any designated agent). However, failure
to notify Distributor of any such claim shall not relieve
Distributor from any liability which Distributor may have to the
Fund or any person against whom such action is brought otherwise
than on account of Distributor's indemnity agreement contained in
this Paragraph.
Distributor shall be entitled to participate, at its own
expense, in the defense, or, if Distributor so elects, to assume
the defense of any suit brought to enforce any such claim but, if
Distributor elects to assume the defense, such defense shall be
conducted by legal counsel chosen by Distributor and satisfactory
to the persons indemnified who are defendants in the suit. In the
event that Distributor elects to assume the defense of any such
suit and retain such legal counsel, persons indemnified who are
defendants in the suit shall bear the fees and expenses of any
additional legal counsel retained by them. If Distributor does
not elect to assume the defense of any such suit, Distributor will
reimburse persons indemnified who are defendants in such suit for
the reasonable fees of any legal counsel retained by them in such
litigation.
The Fund agrees to indemnify and hold harmless Distributor
and each of its directors, officers, employees, and
representatives and each person, if any, who controls Distributor
within the meaning of Section 15 of SA-33 against any and all
losses, liabilities, damages, claims or expenses (including the
damage, claim or expense and reasonable legal counsel fees
incurred in connection therewith) to which Distributor or such of
its directors, officers, employees, representatives or controlling
person or persons may become subject under SA-33, under any other
statute, at common law, or otherwise arising out of the
acquisition of any Shares by any person which (i) may be based
upon any wrongful act by the Fund or any of the members of the
Fund's Board, or the Fund's officers, employees or representatives
other than Distributor, or (ii) may be based upon any untrue
statement 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 filed or made public by the Fund 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 statements therein not misleading unless
such statement or omission was made in reliance upon information
furnished by Distributor to the Fund. In no case (i) is the
Fund's indemnity in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or such
indemnified person against any liability to which Distributor or
such indemnified person 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 this Agreement, or (ii)
is the Fund to be liable under its indemnity agreement contained
in this Paragraph with respect to any claim made against
Distributor or any person indemnified unless Distributor, or such
person, as the case may be, shall have notified the Fund in
writing of the claim within a reasonable time after the summons,
or other first written notification, giving information of the
nature of the claim served upon Distributor or upon such person
(or after Distributor or such person shall have received notice of
such service on any designated agent). However, failure to notify
a Fund of any such claim shall not relieve the Fund from any
liability which the Fund may have to Distributor or any person
against whom such action is brought otherwise than on account of
the Fund's indemnity agreement contained in this Paragraph.
The Fund shall be entitled to participate, at its own
expense, in the defense or, if the Fund so elects, to assume the
defense of any suit brought to enforce such claim but, if the Fund
elects to assume the defense, such defense shall be conducted by
legal counsel chosen by the Fund and satisfactory to the persons
indemnified who are defendants in the suit. In the event that the
Fund elects to assume the defense of any such suit and retain such
legal counsel, the persons indemnified who are defendants in the
suit shall bear the fees and expenses of any additional legal
counsel retained by them. If the Fund does not elect to assume
the defense of any such suit, the Fund will reimburse the persons
indemnified who are defendants in such suit for the reasonable
fees and expenses of any legal counsel retained by them in such
litigation.
13. Duration and Termination of this Agreement. With
respect to the Fund and the Distributor, this Agreement shall
become effective upon its execution ("Effective Date") and unless
terminated as provided herein, shall remain in effect through June
30, 1999, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually (a) by
a vote of majority of the members of the Board of the Fund who are
not interested persons of the Distributor or of the Fund, voting
in person at a meeting called for the purpose of voting on such
approval, and (b) by the vote of either the Board of the Fund or a
majority of the outstanding shares of the Fund. This Agreement
may be terminated by and between an individual Fund and
Distributor at any time, without the payment of any penalty (a) on
60 days' written notice, by the Board of the Fund or by a vote of
a majority of the outstanding Shares of the Fund, or by
Distributor, or (b) immediately, on written notice by the Board of
the Fund, in the event of termination or suspension of any of the
Registrations. This Agreement will automatically terminate in the
event of its assignment. In interpreting the provisions of this
Paragraph 13, the definitions contained in Section 2(a) of ICA-40
(particularly the definitions of "interested person",
"assignment", and "majority of the outstanding shares") shall be
applied.
14. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged, or terminated
orally, but only by an instrument in writing signed by each party
against which enforcement of the change, waiver, discharge, or
termination is sought. If the Fund should at any time deem it
necessary or advisable in the best interests of the Fund that any
amendment of this Agreement be made in order to comply with the
recommendations or requirements of the SEC or any other
governmental authority or to obtain any advantage under state or
Federal tax laws and notifies Distributor of the form of such
amendment, and the reasons therefor, and if Distributor should
decline to assent to such amendment, the Fund may terminate this
Agreement forthwith. If Distributor should at any time request
that a change be made in the Fund's Agreement and Declaration of
Trust or By-Laws or in its methods of doing business, in order to
comply with any requirements of Federal law or regulations of the
SEC, or of a national securities association of which Distributor
is or may be a member, relating to the sale of Shares, and the
Fund should not make such necessary changes within a reasonable
time, Distributor may terminate this Agreement forthwith.
15. Liability. It is understood and expressly stipulated
that neither the shareholders of the Fund nor the members of the
Board of the Fund shall be personally liable hereunder. The
obligations of the Fund are not personally binding upon, nor shall
resort to the private property of, any of the members of the Board
of the Fund, nor of the shareholders, officers, employees or
agents of the Fund, but only the Fund's property shall be bound.
A copy of the Declaration of Trust and of each amendment thereto
has been filed by the Trust with the Secretary of State of The
Commonwealth of Massachusetts and with the Clerk of the City of
Boston, as well as any other governmental office where such filing
may from time to time be required.
16. Miscellaneous. The captions in this Agreement are
included for convenience or reference only, and in no way define
or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
17. Notice. Any notice required or permitted to be given by
a party to this Agreement or to any other party hereunder shall be
deemed sufficient if delivered in person or sent by registered or
certified mail, postage prepaid, addressed by the party giving
notice to each such other party at the address provided below or
to the last address furnished by each such other party to the
party giving notice.
If to the Fund: One South Wacker Drive
Chicago, Illinois 60606
Attn: Secretary
If to Distributor: One Financial Center
Boston, Massachusetts 02111
Attn: Secretary
If to Stein Roe &
Farnham Incorporated: One South Wacker Drive
Chicago, Illinois 60606
Attn: Secretary
IN WITNESS WHEREOF, the Funds and the Underwriter have each
caused this Agreement to be excited as of the day and year first
above written.
LIBERTY FUNDS DISTRIBUTOR, INC.
By: LOU TASIOPOULOS
Lou Tasiopoulos
President
ATTEST:
By: KEVIN JACOBS
Assistant Clerk
STEIN ROE INSTITUTIONAL FLOATING
RATE INCOME FUND
STEIN ROE FLOATING RATE INCOME FUND
By: THOMAS W. BUTCH
Thomas W. Butch
President
ATTEST:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
BELL, BOYD & LLOYD
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 372-1121
Fax 312 372-2098
May 6, 1999
Stein Roe Institutional Floating Rate Income Fund
One South Wacker Drive, Suite 3300
Chicago, Illinois 60606-4685
Ladies and Gentlemen:
Stein Roe Institutional Floating Rate Income Fund
We are furnishing this opinion with respect to the proposed offer
and sale from time to time of an additional 10,000,000 shares of
beneficial interest (the "Shares") of the Stein Roe Institutional
Floating Rate Fund (the "Fund") registered under the Securities
Act of 1933 and the Investment Company Act of 1940 by a third
amendment to the registration statement on Form N-2 (File No. 811-
08955) as amended from time to time (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the
"Commission").
We have acted as counsel for the Fund in connection with its
initial organization and its registrations with the Commission,
and we are familiar with the actions taken by its board of
trustees to authorize previously the issuance, offer and sale of
10,000,000 Shares and currently the issuance, offer and sale of an
additional 10,000,000 Shares.
In this connection we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents,
corporate and other records, certificates and other papers as we
deemed it necessary to examine for the purpose of this opinion,
including the agreement and declaration of trust (the "Trust
Agreement") and by-laws of the Fund, actions of the board of
trustees of the Fund authorizing the issuance of Shares of the
Fund and the Registration Statement.
We assume that, upon sale of the Shares, the Fund will receive the
authorized consideration therefor, which will at least equal the
net asset value of the Shares.
Based upon the foregoing, we are of the opinion that the Fund is
authorized to issue the 10,000,000 Shares, and that, when the
Shares are issued and sold after the Registration Statement has
been declared effective and the authorized consideration therefor
is received by the Fund, they will be validly issued, fully paid
and nonassessable by the Fund.
The Fund is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund. However, the
Trust Agreement disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such
disclaimer be given in every note, bond, contract, instrument,
certificate or other undertaking issued by or on behalf of the
Fund. The Trust Agreement provides for indemnification for all
loss and expense of any shareholder of the Fund held personally
liable for obligations of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be
unable to meet its obligations.
In rendering the foregoing opinion, we have relied upon the
opinion of Ropes & Gray expressed in their letter to us dated May
6, 1999.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit
that we are in the category of persons whose consent is required
under section 7 of the Act.
Very truly yours,
BELL, BOYD & LLOYD
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated November 12, 1998 with
respect to Stein Institutional Roe Floating Rate Income Fund in
the Registration Statement (Form N-2) and related Prospectus and
Statement of Additional Information of Stein Roe Institutional
Floating Rate Income Fund, filed with the Securities and Exchange
Commission under the Securities Act of 1933 and in this Amendment
No. 3 to the Registration Statement under the Investment Company
Act of 1940 (Registration No. 811-08955).
ERNST & YOUNG LLP
Chicago, Illinois
May 6, 1999
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> DEC-18-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 37
<OTHER-ITEMS-ASSETS> 56,526
<TOTAL-ASSETS> 56,563
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 424
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<NUMBER-OF-SHARES-SOLD> 5,584
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<SHARES-REINVESTED> 37
<NET-CHANGE-IN-ASSETS> 56,492
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 217
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<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .11
<PER-SHARE-GAIN-APPREC> .05
<PER-SHARE-DIVIDEND> .11
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.05
<EXPENSE-RATIO> .90
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
