<PAGE> 1
FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring
that a Registered Investment Company has Ceased
to be an Investment Company under the Act
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[ ] Merger
[x] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions
1 through 10 of this form and complete verification at the
end of the form.)
2. Name of fund: Floating Rate Portfolio
3. Securities and Exchange Commission File No.: 811-07969
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. and Street, City,
State, Zip Code):
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Ofelia M. Mayo, Esq.
A I M Advisors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
(713) 626-1919
<PAGE> 2
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund's records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
A I M Advisors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
(713) 626-1919
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for the
periods specified in those rules.
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [x] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware
or Massachusetts):
The fund is organized as a Delaware business trust.
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
A I M Advisors, Inc. ("AIM"), the fund's investment adviser from May
29, 1998, until March 31, 2000, is located at 11 Greenway Plaza, Suite
100, Houston, Texas 77046-1173. Prior to May 29, 1998, Chancellor LGT
Senior Secured Management, Inc., 1166 Avenue of the Americas, New
York, New York 10036, acted as the fund's investment adviser.
INVESCO Senior Secured Management, Inc., the fund's investment
sub-adviser from May 29, 1998 until March 31, 2000, is located at 1166
Avenue of the Americas, New York, New York 10036. Prior to May 29,
1998, Chancellor LGT Asset Management, Inc., 50 California Street,
27th floor, San Francisco, California 94111, acted as the fund's
investment sub-adviser.
INVESCO (NY), Inc., the fund's sub-sub-adviser from May 29, 1998 until
March 31, 2000, is located at 1166 Avenue of the Americas, New York,
New York 10036. Prior to May 29, 1998, the fund did not have an
investment sub-sub-adviser.
2
<PAGE> 3
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
principal underwriters have been terminated:
None.
13. Not applicable.
14. Not applicable.
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[x] Yes [ ] No
If Yes, state the date on which the board vote took place:
September 28, 1999.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[ ] Yes [x] No
If Yes, state the date on which the shareholder vote took
place:
If No, explain: No shareholder vote was required.
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[x] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: March 31, 2000.
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[x] Yes [ ] No
(d) Not applicable.
(e) Not applicable.
3
<PAGE> 4
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [x] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[x] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder
to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [x] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [x] No
4
<PAGE> 5
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or
other liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
<TABLE>
<S> <C> <C>
(i) Legal expenses: $ 9,230
------------
(ii) Accounting expenses: $ 1,500
------------
(iii) Other expenses (filing fees and related expenses): $ 0
------------
(iv) Total expenses (sum of lines (i)-(iii) above): $ 10,730
------------
</TABLE>
(b) How were those expenses allocated?
Not applicable.
(c) Who paid those expenses?
The Advisor paid expenses listed in 22(a).
(d) How did the fund pay for unamortized expenses (if any)?
Not applicable.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [x] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [x] No
5
<PAGE> 6
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. Not applicable.
VERIFICATION
The undersigned states that (i) she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Floating Rate Portfolio, (ii) she is a Vice President of
Floating Rate Portfolio, and (iii) all actions by shareholders, directors, and
any other body necessary to authorize the undersigned to execute and file this
Form N-8F application have been taken. The undersigned also states that the
facts set forth in this Form N-8F application are true to the best of her
knowledge, information and belief.
/s/ CAROL F. RELIHAN
---------------------------------------
Carol F. Relihan
Vice President, Floating Rate Portfolio
6
