N-23C3A
1
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23c-3
1. Investment Company Act File Number 811-08955
Date of Notification: November 22, 2000
2. Exact name of investment company as specified in registration
statement:
LIBERTY-STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
3. Address of principal executive office:
One Financial Center
Boston, MA 02111
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: William Ballou
Vice President and Assistant Secretary
This is notification of the quarterly Tender Offer.
If you are not interested in selling your shares at this time,
kindly disregard this notice.
November 22, 2000
Dear Shareholder:
This letter is to announce the regular quarterly repurchase offer ("Tender
Offer") for the Stein Roe Institutional Floating Rate Income Fund (the "Fund").
The purpose of this Tender Offer is to provide access and liquidity to your
assets by allowing you to sell your shares at net asset value. The Fund
repurchases Fund shares only by Tender Offer and only during the Fund's
regularly scheduled quarterly Tender Offers.
The Tender Offer period will begin on November 22, 2000 and end on December 15,
2000. All Tender Offer Requests received during this period will be processed on
December 15, 2000.
If you have no desire to sell your shares of the Fund, please disregard this
notice. We will contact you again next quarter to remind you of your share sale
privileges. However, if you would like to sell shares for cash in this Tender
Offer, call your financial advisor or complete the Tender Offer Form included
with this letter and return it in the enclosed envelope to Stein Roe Services,
Inc., P. O. Box 8900, Boston, MA 02205-8900.
All requests to tender shares must be received in good order by the Fund by 4:00
p.m. Eastern time on December 15, 2000.
If you have any questions, please call your financial advisor or call one of our
Shareholder Service Representatives at 800-338-2550.
Sincerely,
Stein Roe Institutional Floating Rate Income Fund
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TENDER OFFER DOCUMENT
Stein Roe Institutional Floating Rate Income Fund
Dated November 22, 2000
This repurchase offer ("Tender Offer") of Stein Roe Institutional Floating Rate
Income Fund ("the Fund") and acceptance of the Tender Offer for tender of shares
of the Fund are made upon the terms and conditions stated in this Tender Offer
Document/Tender Offer Form and the Fund's prospectus and statement of additional
information ("SAI").
1. The Repurchase Offer. The Fund is offering to repurchase for cash up to ten
percent (10 %) (the "Repurchase Offer Amount") of its issued and
outstanding shares ("shares"), with all classes being treated in the
aggregate, 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) less any early withdrawal charge (described
below) upon the terms and conditions set forth herein. The purpose of the
Tender Offer is to provide liquidity to shareholders because no secondary
market exists for the shares. The Tender Offer is not conditioned upon the
tender for repurchase of any minimum number of shares.
2. Repurchase Request Deadline. All tenders of shares for repurchase must be
received in proper form by the Fund on or before 4 p.m. Eastern time on December
15, 2000 which is the "Repurchase Request Deadline."
3. Repurchase Pricing Date. The NAV for the repurchase will be determined no
later than December 22, 2000 (the "Repurchase Pricing Date"), which is
within seven days following the Repurchase Request Deadline. The Fund
anticipates, however, that normally the Repurchase Pricing Date will be the
same date as the Repurchase Request Deadline.
4. Payment for Shares Repurchased. The Fund will pay repurchase proceeds within
seven calendar days after the Repurchase Pricing Date. The Fund will not charge
a repurchase fee.
5. Net Asset Value. The NAV of the Fund on November 17, 2000 was $9.92 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 800-338-2550 for
current price information. The Fund's shares are not traded on any
organized market or exchange.
6. Increase in Number of Shares Repurchased; Pro Rata Repurchases. If
shareholders tender more shares for repurchase than the Repurchase Offer
Amount, the Fund may (but is not obligated to) repurchase an additional two
percent (2%) of the shares above the Repurchase Offer Amount. If the Fund
determines not to repurchase the additional 2%, or if shareholders tender
shares in excess of the Repurchase Offer Amount plus the 2%, the Fund will
repurchase shares tendered on a pro rata basis. The Fund may, however, in
its
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discretion accept all shares tendered by shareholders who own less than 100
shares and who tender all their shares, before prorating the shares
tendered by other shareholders.
There can be no assurance that the Fund will be able to repurchase all
shares that you have tendered, even if you tender all shares held in your
account. In the event of an oversubscribed Tender Offer, you may be unable
to sell some or all of your investment. You may have to wait until a
subsequent Tender Offer to tender shares that the Fund is unable to
repurchase, and you would be subject to the risk of NAV fluctuations during
that time period.
7. Withdrawal of Shares to be Repurchased. Tenders of shares may be withdrawn or
modified at any time prior to 4 p.m. Eastern time on December 15, 2000, by
submitting written notice to Liberty Funds Services, Inc. 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 it
is not reasonably practicable for the Fund to dispose of securities it
owns or to determine the value of the Fund's net assets;
(c) for any other periods that the Securities and Exchange Commission permits by
order for the protection of shareholders;
(d) if the shares are listed on a national securities exchange or quoted in
an inter-dealer quotation system of a national securities association
and the repurchase of shares would cause the shares to lose that
status; or
(e) during any period in which any market on which the shares are
principally traded is closed, or during any period in which trading on
the market is restricted.
You will be notified if the Fund suspends or postpones the Tender Offer. If
the Fund renews the Tender Offer after a suspension or postponement, you
will be sent a new notification.
9. Tax Consequences. You should review the tax information in the Fund's
prospectus and SAI. Shareholders should consult their tax advisors
regarding the specific tax consequences, including state and local tax
consequences, of participating in the Tender Offer. The Fund intends to
take the position that shareholders tendering shares will qualify for sale
treatment. If the transaction is treated as a sale for tax purposes, any
gain or loss recognized will be treated as a capital gain or loss by
shareholders that hold their shares as a capital asset.
10. Documents in Proper Form. All questions as to validity, form, eligibility
(including time of receipt) and acceptance of tenders of shares will be
determined by the Fund, in its sole discretion, which determination shall
be final and binding. The Fund reserves the absolute right to reject any or
all tenders of shares determined to be in appropriate form or to refuse to
accept for payment, purchase or pay for any shares if, in the opinion of
the Fund's counsel, accepting, purchasing or paying for such shares would
be unlawful. The Fund also reserves the absolute right to waive any of the
conditions of the Tender Offer or any defect in any tender of shares
whether generally or with respect to any particular shares(s) or
shareholders. The Fund's interpretations of the terms and conditions of the
Tender Offer shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders of shares must be cured within
such times as the Fund shall determine. Tenders of shares will not be
deemed to have been made until the defects or irregularities have been
cured or waived.
* * * * *
Neither the Fund, Stein Roe & Farnham Incorporated, the Fund's investment
advisor, Liberty Funds Distributor, Inc., the Fund's distributor, nor any other
person is or will be obligated to give notice of any defects or irregularities
in tender offers, nor shall any of them incur any liability for failure to give
any such notice.
Neither the Fund nor its Board of Trustees makes any recommendation to any
shareholder as to whether or not to tender shares. Each shareholder must make an
independent decision whether to tender shares and, if so, how many shares to
tender.
No person has been authorized to make any recommendation on behalf of the Fund
as to whether shareholders should tender shares pursuant to this Tender Offer.
No person has been authorized to give any information or to make any
representations in connection with the Tender Offer other than those contained
herein or in the Fund's prospectus, SAI or account application. If given or
made, such recommendation and such information and representation may not be
relied upon as having been authorized by the Fund.
For per share net asset value and other information, or for a copy of the Fund's
prospectus, call Stein Roe toll free at 800-338-2550.
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