N-23C3A
1
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23c-3
1. Investment Company Act File Number 811-08955
Date of Notification: August 23, 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.
August 23, 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 August 23, 2000 and end on September 15,
2000. All Tender Offer Requests received during this period will be processed on
September 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 September 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
TENDER OFFER DOCUMENT
Stein Roe Institutional Floating Rate Income Fund
Dated August 23, 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
September 15, 2000 which is the "Repurchase Request Deadline."
3. Repurchase Pricing Date. The NAV for the repurchase will be determined no
later than September 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 August 16, 2000 was $10.01 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
discretion accept all shares
tendered by shareholders who own less than 100 shares and who tender all their
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 September 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.
