NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23c-3
1. Investment Company Act File Number 811-08955
Date of Notification: February 15, 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: NICOLETTE D. PARRISH
Nicolette D. Parrish
Vice President and Assistant Secretary
<PAGE>
This is notification of the quarterly Tender Offer.
If you are not interested in selling your shares at
this time, kindly disregard this notice.
February 15, 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 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 February 15, 2000, and end
on March 15, 2000. If you wish to redeem shares, either call your
financial advisor or return your Tender Offer Form (included with
this letter) by 4:00 p.m. Eastern time on March 15, 2000. All
Tender Offer Requests 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, call your
financial advisor or complete the Tender Offer Form included with
this letter and return it in the enclosed envelope to Liberty
Funds Services, Inc., P. O. Box 1722, Boston, MA 02105-1722.
All requests to tender shares must be received in good order by
the Fund by 4:00 p.m. Eastern time on March 15, 2000.
If you have any questions, please call your financial advisor or
call one of our Shareholder Service Representatives at 1-800-338-
2550.
Sincerely,
Stein Roe Institutional Floating Rate Income Fund
<PAGE>
TENDER OFFER DOCUMENT
Stein Roe Institutional Floating Rate Income Fund
Dated February 15, 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") 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 4 p.m. Eastern time on March 15, 2000 which is the
"Repurchase Request Deadline."
3. REPURCHASE PRICING DATE. The NAV for the repurchase will be
determined no later than March 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 February 11, 2000 was
$10.03 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 1-800-338-2550 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, 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 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 4 p.m. Eastern time
on March 15, 2000, by submitting written notice to Liberty Funds
Services, Inc. at P.O. Box 1722, Boston, MA 02105-1722.
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, 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 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 the Fund at 800-338-2550.
<PAGE>
[STEIN ROE & FARNHAM MUTUAL FUNDS LOGO]
STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME FUND
TENDER OFFER FORM
Either an order must be placed with your financial advisor or a
properly completed Tender Offer Form must be received by 4 p.m.
Eastern time on March 15, 2000, if you want to sell Shares of
Stein Roe Institutional Floating Rate Income Fund this quarter.
March 15, 2000 is the Repurchase Request Deadline.
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
Your account registration is listed above. If joint account, both
shareholders must sign in section 4. If shareholder is a
corporation or trust, capacity to act must be included (i.e.,
resolution of certification).
_________________________________
Account Number
_________________________________
Daytime Phone Number
2 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 repurchase all Shares from my Account.
[_] IRA Distribution
Please complete section 2a.
2a IRA DISTRIBUTIONS ONLY
Federal Income Tax Withholding:*
[_] I do not want federal income tax withheld from my
distribution.
[_] Withhold ____% of my distribution for federal income tax.
My date of birth is ___________________.
*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.
3 PAYMENT AND DELIVERY OPTIONS
[ ] Make check payable and mail to address of record.
[ ] Make check payable and mail to:**
_________________________________________________________________
Name
_________________________________________________________________
Street Address
_________________________________________________________________
City State Zip
**A signature guarantee is required.
[ ] Exchange the shares into:
_____________________________________________________________
Liberty fund name
_____________________________________________________________
Liberty account number
[ ] Wire the proceeds of this tender to:
_____________________________________________________________
Bank Name
_____________________________________________________________
Bank Account Number
4 SIGNATURE(S) OF OWNERS EXACTLY AS REGISTERED
_____________________________________________________________
Owner's signature Date
_____________________________________________________________
Title
_____________________________________________________________
Joint owner's signature (if applicable) Date
_____________________________________________________________
Title
