NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23c-3
1. Investment Company Act File Number 811-08953
Date of Notification: May 13, 1999
2. Exact name of investment company as specified in registration
statement:
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
3. Address of principal executive office:
One South Wacker Drive
Suite 3200
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
<PAGE>
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
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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.
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May 13, 1999
Dear Shareholder:
This letter is to announce the regular quarterly tender offer
("Tender Offer") for the Stein Roe Institutional Floating Rate
Income 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 May 14, 1999, and end on
June 15, 1999. If you wish to redeem shares, your Tender Offer
Form (included with this letter) must be received by 3 p.m.
Central time on June 15, 1999. All Tender Offer Forms 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, complete the
Tender Offer Form included with this letter and return it in the
enclosed envelope to Stein Roe Mutual Funds, P. O. Box 8900,
Boston, MA 02205-8900.
All requests to tender shares must be received in good
order by the Fund by 3 p.m. Central time on June 15, 1999.
If you have any questions, please refer to the enclosed Tender
Offer Document and Tender Offer Form or call the Fund at 800-774-
2321.
Sincerely,
Stein Roe Institutional Floating Rate Income Fund
<PAGE>
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
TENDER OFFER DOCUMENT
May 14, 1999
This repurchase offer ("Tender Offer") of Stein Roe Institutional
Floating Rate Income Fund (the "Fund") and acceptance of the
Tender Offer by 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 Tender Offer. The Fund is offering to repurchase for cash
up to five (5%) (the "Tender 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 3 p.m. Central time on June 15, 1999, which is the
"Repurchase Request Deadline."
3. Repurchase Pricing Date. The NAV for the repurchase will be
determined no later than June 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 May 10, 1999 was
$10.08 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 800-774-
2321 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 Tender Offer Amount, the Fund may (but is
not obligated to) repurchase an additional two percent (2%) of
the Shares above the Tender Offer Amount. If the Fund
determines not to repurchase the additional 2%, or if
shareholders tender Shares in excess of the Tender 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 of 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 liquidate
some or all of your investment at net asset value. 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 3 p.m. Central
time on June 15, 1999, by submitting written notice to Stein
Roe Mutual Funds at P.O. Box 8900, Boston, MA 02205-8900.
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 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 tendering shareholders 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 tenders, 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 to tender or
refrain from tendering 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 800-774-2321.
<PAGE>
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
TENDER OFFER FORM
A properly completed Tender Offer Form must be received by 3 p.m.
Central time on June 15, 1999, if you want to sell Shares of Stein
Roe Institutional Floating Rate Income Fund this quarter.
Return the Form to: Stein Roe Mutual Funds
P.O. Box 8900
Boston, MA 02205-8900
Overnight Delivery/
Certified or Registered Mail Stein Roe Mutual Funds
245 Summer Street
Boston, MA 02210-1129
TO STEIN ROE INSTITUTIONAL FLOATING RATE INCOME 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: _______________________________________
If joint account, both shareholders must sign. If shareholder is
a corporation or trust, capacity to act must be included (i.e.,
resolution of certification).
2. Account Number: 3. Daytime Telephone Number:
______________________________ (___) ___________________
4. 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 tender all Shares from my Account.
[_] IRA Distribution Please complete section below.
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IRA Distribution Only
Federal Income Tax Withholding:*
[_] I do not want federal income tax withheld from my
distribution.
[_] Withhold ____% of my distribution for federal income tax.
Date of Birth: _____________________
* 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.
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5. Payment and Delivery Instructions:
a). Please make check payable and mail to:
[_] Address of Record [_] Other**
____________________
____________________
____________________
b). Please exchange the shares into my Stein Roe _________
Fund, account number _________________.
c). Please wire the proceeds of this tender to my bank
account at ________(bank)__________, account number
_________________ (if this option was not selected on
your application, a signature guarantee will be
required**).
**A signature guarantee is required. See below.
This form must be signed. Please note the following important
points:
* Your signature(s) below MUST CORRESPOND EXACTLY with the name(s)
in which the Shares are registered.
* If the Shares are held of record by two or more joint account
holders, ALL MUST SIGN.
* If the signer of the document is a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a
corporation, authorized official of the custodian of an IRA
account or others acting in a fiduciary or representative
capacity, he or she must so indicate when signing, and submit
proper evidence satisfactory to the Fund of his or her authority
to so act.
* If the Shares are held in an individual or employer-sponsored
retirement plan, plan distribution requirements may not be met
due to the Fund's restrictions on Tender Offers, potentially
resulting in additional taxes and penalties for which the
undersigned assumes full responsibility.
In the following cases, all signatures must be guaranteed by an
eligible institution such as a bank, securities broker-dealer,
credit union (if authorized under state law), securities exchange
or association, clearing agency or savings association, or any
other "eligible guarantor institution" as defined in Rule 17Ad-
15(a)(2) under the Securities and Exchange Act of 1934:
* the proceeds for the tendered Shares will amount to $50,000 or
more;
* the proceeds for tendered Shares are to be sent to a payee other
than the registered owner of such Shares; or
* the proceeds for the tendered Shares are not being sent to the
address of record or pre-authorized bank account.
6. SIGNATURE(S) of owners Exactly as Registered:
If you are tendering IRA shares, by signing below you certify that
you understand that your distribution may be subject to federal
income tax and, if you are neither permanently disabled, nor at
least age 59 1/2 at the time of distribution, your distribution
may be subject to a penalty equal to 10% of your distribution in
addition to regular income tax. For purposes of determining the
taxable portion of your distribution, all IRAs held by you shall
be treated as one IRA and all IRA distributions received by you in
a single year shall be treated as one distribution.
__________________________________ __________________________
Date
__________________________________
If you have any questions concerning this form, please call the
Fund at 800-774-2321.
After completing this form, return to:
Stein Roe Mutual Funds
P.O. Box 8900
Boston, MA 02205-8900
