LIBERTY STEIN ROE ADVISOR FLOATING RATE FUND, N-2, 2000-12-07

LIBERTY STEIN ROE ADVISOR FLOATING RATE FUND
N-2, 2000-12-07

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As filed with the Securities and Exchange Commission on December 8, 2000
1933 Act File No. 333-
1940 Act File No. 811-08953

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)

[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. __________

[_] Post-Effective Amendment No. __________

and

[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 6

Liberty Floating Rate Fund
(formerly Liberty-Stein Roe Advisor Floating Rate Fund)
Exact Name of Registrant as Specified in Declaration of Trust
One Financial Center
Boston, Massachusetts 02111
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 338-0593
Registrant's Telephone Number, including Area Code

Kevin M. Carome Cameron S. Avery
Executive Vice-President and Secretary Bell, Boyd & Lloyd LLC
Liberty Floating Rate Fund 70 W. Madison Street, Suite 3300
One Financial Center Chicago, IL 60602
Boston, MA 02111

Approximate Date of Proposed Public Offering: December 8, 2000

If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. [X]

It is proposed that this filing will become effective (check appropriate box)

[_] when declared effective pursuant to section 8(c)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)
[_] on(date) pursuant to paragraph (a) of Rule 486

[_] This post-effective amendment designates a new effective date for a
previously filed registration statement.
[_] The Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration number of the earlier effective registration statement is
-------.

The Registration Statement incorporates a combined prospectus pursuant
to Rule 429 which relates to earlier registration statements filed by the
Registrant on August 18, 1998, as amended to date (File No. 333-61751 - Class Z
Shares) and September 15, 1999, as amended to date (File No. 333-87177 - Class
A, B and C Shares).

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Proposed Maximum
Title of Securities Being Amount Proposed Maximum Aggregate Amount of
Registered Being Registered Offering Price Per Offering Price (1) Registration Fee

Unit

Common Shares of Beneficial
Interest
Class A 20,000,000(1) $9.90 $198,000,000 $52,272(3)
Class B 15,000,000(1) $9.90 $148,500,000 $39,204(3)
Class C 20,000,000(1) $9.90 $198,000,000 $52,272(3)

Common Shares of Beneficial
Interest
Class A 10,000,000(2) $10.07 $100,700,000 $27,994.60(4)
Class B 10,000,000(2) $10.07 $100,700,000 $27,994.60(4)
Class C 10,000,000(2) $10.07 $100,700,000 $27,994.60(4)
Class Z 10,000,000(2) $10.00 $100,000,000 $29,500.60(4)

(1) Currently being registered.
(2) Previously registered.
(3) Calculated pursuant to Rule 457(d) based on the net asset value per share of
$9.90 as of December 1, 2000. (4) Estimated solely for the purpose of
calculating the registration fee.
</TABLE>

This Registration Statement has also been signed by Stein Roe Floating
Rate Limited Liability Company.

Registrant's prospectus (Class Z) and statement of additional
information (Class Z) dated November 1, 1999 (each as supplemented) as filed
with the Securities and Exchange Commission ("SEC") on August 18, 1998 as
amended to date (File Nos. 333- 61751 and 811-08953) and Registrant's prospectus
(Class A, B and C) and statement of additional information (Class A, B and C)
dated November 1, 1999 (each as supplemented) as filed with the SEC on September
15, 1999 (File Nos. 333-87177 and 811-08953) are incorporated into this filing
by reference.

<PAGE>

LIBERTY FLOATING RATE FUND
Cross reference sheet pursuant to rule 495(a) of Regulation C

Item No. Location or caption

References are to captions within the part of the registration statement to
which the particular item relates except as otherwise indicated

Part A (Prospectus)

1. Outside Front Cover Cover Page

2. Cover Pages; Other Cover Page; Outside Back Cover
Offering Information

3. Fee Table and Synopsis Fund Expenses; Prospectus Summary

4. Financial Highlights Financial Statements

5. Plan of Distribution Cover Page; Use of Proceeds; How
to Purchase Shares

6. Selling Shareholders Not applicable

7. Use of Proceeds Use of Proceeds; Investment
Objective and Policies; How the
Portfolio Invests; Special Risk
Considerations; Other Investment
Practices

8. General Description of
the Registrant Prospectus Summary; The Fund;
Investment Objectives and Policies;
How the Portfolio Invests; Special
Risk Considerations; Other
Investment Practice; How to
Purchase Shares; Organization and
Description of Shares; Master
Fund/Feeder Fund: Structure and
Risk Factors

9. Management Management of the Fund;
Organization and Description of
Shares; Master Fund/Feeder Fund:
Structure and Risk Factors

10. Capital Stock; Long- The Fund; Distributions and Income
Term Debt and Other Taxes; Periodic Repurchase Offers;
Securities Organization and Description of
Shares

11. Defaults and Arrears on
Senior Securities Not applicable

12. Legal Proceedings Not applicable

13. Table of Contents of Table of Contents of Statement
the Statement of of Additional Information
Additional Information

Part B (Statement of Additional Information)

14. Cover Page Cover Page

15. Table of Contents Table of Contents

16. General Information
and History Not applicable

17. Investment Objective
and Policies Investment Policies; Portfolio
Investments and Strategies;
Investment Restrictions

18. Management Management

19. Control Persons and
Principal Holders of
Securities Principal Shareholders

20. Investment Advisory and
Other Services Investment Advisory and Other
Services; Bookkeeping and Accounting;
Distributor; Transfer Agent;
Custodian

21. Brokerage Allocation
and Other Practices Portfolio Transactions

22. Tax Status Additional Income Tax Considerations

23. Financial Statements Financial Statements

Part C (Other Information)
24 Financial Statements and Exhibits
25 Marketing Arrangements
26 Other Expenses of Issuance and Distribution
27 Persons Controlled By or Under Common Control With
Registrant
28 Number of Holders of Securities
29 Indemnification
30 Business and Other Connections of Investment Adviser
31 Location of Accounts and Records
32 Management Services
33 Undertakings

<PAGE>

Liberty Floating Rate Fund
Supplement to November 1, 1999 Prospectus
Class A, B and C Shares

The prospectus is amended as follows:

1. All references in the prospectus to the number of Shares of each class of the
Fund registered with the SEC are amended to reflect the registration of an
additional shares of 20,000,000 for Class A, 15,000,000 for Class B and
20,000,000 for Class C, bringing the total number of registered shares of each
class to 30,000,000 for Class A, 25,000,000 for Class B and 20,000,000 for Class
C.
<TABLE>
<CAPTION>

2. The table on the inside front cover is deleted and revised as follows:
<S> <C> <C> <C>

Price to Public(1) Maximum Sales Load(2) Proceeds to Fund(3)
Per Class A Share $10.25 $0.35 $9.90
Total $205,000,000 $198,000,000
Per Class B Share $9.90 None $9.90
Total $148,500,000 $148,500,000
Per Class C Share $9.90 None $9.90
Total $198,000,000 $198,000,000
(1) The shares are offered on a best efforts basis at a price equal to net asset
value. The shares are offered continuously. The minimum initial purchase is
$2,500. No arrangements have been made to place the funds in an escrow, trust or
similar arrangement. As of Dec. 1, 2000, net asset value per share of the Fund
was $ 9.90. (2) The maximum initial sales load on Class A shares is 3.5% of the
public offering price. Class B and Class C shares are not subject to an initial
sales load but are subject to an early withdrawal charge. Class A, B and C
shares are subject to a distribution fee and a service fee. Liberty Funds
Distributor, Inc. (Distributor) will pay all sales commissions to authorized
dealers from its own assets.
(3) Assumes the sale of all shares registered hereby.
</TABLE>

3. The paragraph under "USE OF PROCEEDS" is deleted and revised as follows:

The net proceeds from the sale of shares offered hereby will be
invested typically within 30 days after receipt, in accordance with the
Fund's investment objective and policies. Pending investment by the
Portfolio, the proceeds may be invested in high quality, short-term
securities, and the Portfolio may not achieve its objective during this
time. The estimated offering expenses in connection with this
Registration Statement are $251,829.40.
<TABLE>
<CAPTION>

4. The lead in and the table at the bottom of page 38 is deleted and revised as follows:
As of November 30, 2000, the following shares of the Fund were outstanding:
------------------------------- -------------- ----------------------------- ----------------------------
<S> <C> <C> <C>

(4)
(2) (3) Amount Outstanding
(1) Amount Amount held by Fund or for Exclusive of Amount Shown
Title of Class Authorized its Account Under (3)
------------------------------- -------------- ----------------------------- ----------------------------
------------------------------- -------------- ----------------------------- ----------------------------
Class A Unlimited 0 18,457,736
------------------------------- -------------- ----------------------------- ----------------------------
------------------------------- -------------- ----------------------------- ----------------------------
Class B Unlimited 0 13,419,523
------------------------------- -------------- ----------------------------- ----------------------------
------------------------------- -------------- ----------------------------- ----------------------------
Class C Unlimited 0 15,483,004
------------------------------- -------------- ----------------------------- ----------------------------
------------------------------- -------------- ----------------------------- ----------------------------
Class Z Unlimited 0 806,185
------------------------------- -------------- ----------------------------- ----------------------------

</TABLE>

<PAGE>

Liberty Floating Rate Fund
Supplement to November 1, 1999 Prospectus
Class Z Shares

The prospectus is amended as follows:

The lead in and the table at the bottom of page 38 is deleted and revised as
follows:
<TABLE>
<CAPTION>

As of November 30, 2000, the following shares of the Fund were outstanding:
------------------------------- -------------- ----------------------------- ----------------------------
<S> <C> <C> <C>

</TABLE>

<PAGE>

INSERT 8/31/00 AUDITED FINANCIALS

<PAGE>

PART C

Item 24. Financial Statements and Exhibits

(1) Financial Statements:

(a) Financial statements included in Part A of this
registration statement: Financial Highlights.

(b) Financial statements included in Part B of this
registration statement: 8/31/00 annual report.

(2) Exhibits: [Note: As used herein, the term "Registration
Statement" refers to the Registration Statement of the
Registrant on Form N-2 under the Securities Act of 1933,
No. 333-61751. The term "Pre-Effective Amendment" refers
to a pre-effective amendment to the Registration
Statement and the term "PEA" refers to a post-effective
amendment to the Registration Statement.]

a.(1) Agreement and Declaration of Trust as amended and
restated on Nov. 3, 1998. (Exhibit a to Pre-Effective
Amendment No. 1.)*
(2) Amendment effective Oct. 18, 1999 to Agreement and
Declaration of Trust. (Exhibit to PEA # 1)*
(3) Amendment dated May 22, 2000 to the Agreement and Declaration of Trust.

b. (1) By-laws of Registrant dated August 13, 1998 as amended on
Sept. 25, 1998. (Exhibit b to Pre-Effective Amendment No.
1.)*
(2) Amendment to By-laws.
(3) Amendment to By-laws.

c. None.

d. None.

e. None.

f. None.

g. Portfolio Management Agreement between Stein Roe Floating
Rate Limited Liability Company and Stein Roe & Farnham
Incorporated dated 11/20/98 as amended through 8/3/99.
(Exhibit g to PEA #2.)*

h. Underwriting Agreement between Registrant and Liberty Funds
Distributor, Inc. dated 8/4/99. (Exhibit h to PEA #2.)*

i. None.

j. Form of Custodian Contract between Registrant and State
Street Bank and Trust Company. (Exhibit j to Pre-Effective
Amendment No. 1.)*

k. (1) Transfer Agency Agreement between Registrant and
Liberty Funds Services, Inc. dated 8/3/99. (Exhibit
k(1) to PEA #2.)*
(2) Accounting and Bookkeeping Agreement between
Registrant and Stein Roe & Farnham Incorporated
dated 8/3/99. (Exhibit k(2) to PEA #2.)*
(3) Administrative Agreement between Registrant and Stein Roe & Farnham
Incorporated dated 11/20/98 as amended through 8/3/99. (Exhibit k(3)
to PEA #2.)*

l. (1) Opinion and consent of Bell, Boyd & Lloyd. (Exhibit 1
to Pre-Effective Amendment No. 1.)*
(2) Opinion and consent of Bell, Boyd & Lloyd with respect to Classes A,
B, C and Z.

m. None.

n. Consent of PricewaterhouseCoopers LLP..

o. None.

p. Initial Capital Agreement. (Exhibit p to Pre-Effective
Amendment No. 2.)*

q. Stein Roe & Farnham Funds Individual Retirement Account
Plan. Stein Roe & Farnham Prototype Paired Defined
Contribution Plan. (Exhibit q to Pre-Effective Amendment
No. 1.)*

r. (1) Miscellaneous: Rule 12b-1 distribution plan and Rule 18f-3
plan. (Exhibit r to PEA #4.)*

(2) Revised Code of Ethics-filed as Exhibit 23(p) to Registration
Statement on Form N-1A to Liberty Funds Trust V (file #033-12109 and
811-05030) filed on August 31, 2000 and hereby incorporated by
reference and made a part of this Registration Statement.

----------

*Incorporated by reference.

Item 25. Marketing Arrangements

None.

Item 26. Other Expenses of Issuance and Distribution

Registration Fees $101,831.40
National Association of Securities
Dealers, Inc. Fees $0
State Fees $0
Printing Fees $1,000**
Rating Agency Fees $0
Legal and Accounting Fees $5,250**
------------
**Estimated fees

Item 27. Persons Controlled By or Under Common Control with Registrant

The Registrant does not consider that it is directly or indirectly
controlling, controlled by, or under common control with other persons within
the meaning of this Item. The information in the Statement of Additional
Information under the captions "Management," "Investment Advisory and Other
Services" and "Transfer Agent" is incorporated by reference.

<PAGE>

Item 28. Number of Holders of Securities

Number of Record Holders
Title of Class as of 10/31/00
----------------------------------- ------------------------
Class A 3,233
Class B 3,069
Class C 2,762
Class Z 177

Item 29. Indemnification

Article Eight of the Agreement and Declaration of Trust of Registrant
(Exhibit 1), which Article is incorporated herein by reference, provides that
Registrant shall provide indemnification of its trustees and officers (including
each person who serves or has served at Registrant's request as a director,
officer, or trustee of another organization in which Registrant has any interest
as a shareholder, creditor or otherwise) ("Covered Persons") under specified
circumstances.

Section 17(h) of the Investment Company Act of 1940 ("1940 Act") provides
that neither the Agreement and Declaration of Trust nor the By-Laws of
Registrant, nor any other instrument pursuant to which Registrant is organized
or administered, shall contain any provision which protects or purports to
protect any trustee or officer of Registrant against any liability to Registrant
or its shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. In accordance with Section 17(h) of the
1940 Act, Article Eight shall not protect any person against any liability to
Registrant or its shareholders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.

Unless otherwise permitted under the 1940 Act,

(i) Article Eight does not protect any person against any liability to
Registrant or to its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office;

(ii) in the absence of a final decision on the merits by a court or other
body before whom a proceeding was brought that a Covered Person was not liable
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office, no
indemnification is permitted under Article Eight unless a determination that
such person was not so liable is made on behalf of Registrant by (a) the vote of
a majority of the trustees who are not "interested persons" of Registrant, as
defined in Section 2(a)(19) of the 1940 Act ("disinterested trustees"), or (b)
an independent legal counsel as expressed in a written opinion; and

(iii) Registrant will not advance attorneys' fees or other expenses
incurred by a Covered Person in connection with a civil or criminal action, suit
or proceeding unless Registrant receives an undertaking by or on behalf of the
Covered Person to repay the advance (unless it is ultimately determined that he
is entitled to indemnification) and (a) the Covered Person provides security for
his undertaking, or (b) Registrant is insured against losses arising by reason
of any lawful advances, or (c) a majority of the disinterested, non-party
trustees of Registrant or an independent legal counsel as expressed in a written
opinion, determine, based on a review of readily available facts (as opposed to
a full trial-type inquiry), that there is reason to believe that the Covered
Person ultimately will be found entitled to indemnification.

Any approval of indemnification pursuant to Article Eight does not prevent
the recovery from any Covered Person of any amount paid to such Covered Person
in accordance with Article Eight as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in,
or not opposed to, the best interests of Registrant or to have been liable to
Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
such Covered Person's office.

Article Eight also provides that its indemnification provisions are not
exclusive.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

Registrant, its trustees and officers, its investment adviser, the other
investment companies advised by the adviser, and persons affiliated with them
are insured against certain expenses in connection with the defense of actions,
suits, or proceedings, and certain liabilities that might be imposed as a result
of such actions, suits, or proceedings. Registrant will not pay any portion of
the premium for coverage under such insurance that would (1) protect any trustee
or officer against any liability to Registrant or its shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office or (2) protect its investment adviser or principal underwriter, if any,
against any liability to Registrant or its shareholders to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, in the performance of its duties, or by reason of its reckless
disregard of its duties and obligations under its contract or agreement with the
Registrant; for this purpose the Registrant will rely on an allocation of
premiums determined by the insurance company.

Pursuant to the indemnification agreement among the Registrant, its
transfer agent and its investment adviser, the Registrant, its trustees,
officers and employees, its transfer agent and the transfer agent's directors,
officers, and employees are indemnified by Registrant's investment adviser
against any and all losses, liabilities, damages, claims and expenses arising
out of any act or omission of the Registrant or its transfer agent performed in
conformity with a request of the investment adviser that the transfer agent and
the Registrant deviate from their normal procedures in connection with the
issue, redemption or transfer of shares for a client of the investment adviser.

Registrant, its trustees, officers, employees and representatives and each
person, if any, who controls the Registrant within the meaning of Section 15 of
the Securities Act of 1933 are indemnified by the distributor of Registrant's
shares (the "distributor"), pursuant to the terms of the distribution agreement,
which governs the distribution of Registrant's shares, against any and all
losses, liabilities, damages, claims and expenses arising out of the acquisition
of any shares of the Registrant by any person which (i) may be based upon any
wrongful act by the distributor or any of the distributor's directors, officers,
employees or representatives or (ii) may be based upon any untrue or alleged
untrue statement of a material fact contained in a registration statement,
prospectus, statement of additional information, shareholder report or other
information covering shares of the Registrant filed or made public by the
Registrant or any amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading if such statement or
omission was made in reliance upon information furnished to the Registrant by
the distributor in writing. In no case does the distributor's indemnity
indemnify an indemnified party against any liability to which such indemnified
party would otherwise be subject by reason of willful misfeasance, bad faith, or
negligence in the performance of its or his duties or by reason of its or his
reckless disregard of its or his obligations and duties under the distribution
agreement.

Item 30. Business and Other Connections of Investment Adviser

Stein Roe & Farnham Incorporated ("Stein Roe"), the investment adviser, is a
wholly owned subsidiary of SteinRoe Services Inc. ("SSI"), which in turn is a
wholly owned subsidiary of Liberty Financial Companies, Inc., which is a
majority owned subsidiary of Liberty Corporation Holdings, Inc., which is a
wholly owned subsidiary of LFC Holdings, Inc., which in turn is a subsidiary of
Liberty Mutual Equity Corporation, which in turn is a subsidiary of Liberty
Mutual Insurance Company. Stein Roe acts as investment adviser to individuals,
trustees, pension and profit-sharing plans, charitable organizations, and other
investors. In addition to Registrant, it also acts as investment adviser to
other investment companies having different investment policies.

For a two-year business history of officers and directors of Stein Roe, please
refer to the Form ADV of Stein Roe & Farnham Incorporated and to the section of
the statement of additional information (Part B) entitled "Investment Advisory
and Other Services."

<PAGE>

Certain directors and officers of Stein Roe also serve and have during the past
two years served in various capacities as officers, directors, or trustees of
SSI, of Colonial Management Associates, Inc. (which is a subsidiary of Liberty
Financial Companies, Inc.), and of the Registrant and other investment companies
managed by Stein Roe. (The listed entities are located at One South Wacker
Drive, Chicago, Illinois 60606, except for Colonial Management Associates, Inc.,
which is located at One Financial Center, Boston, MA 02111, and SteinRoe
Variable Investment Trust and Liberty Variable Investment Trust, which are
located at Federal Reserve Plaza, Boston, MA 02210.) A list of such capacities
is given below.

POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------

STEINROE SERVICES INC.
Kevin M. Carome Assistant Clerk
Kenneth J. Kozanda VP; Treasurer
C. Allen Merritt, Jr. Director; Vice President

COLONIAL MANAGEMENT ASSOCIATES, INC.
Ophelia L. Barsketis Senior Vice President
Kevin M. Carome Senior Vice President
William M. Garrison Vice President
Stephen E. Gibson Chairman, President and
Chief Executive Officer
Loren A. Hansen Senior Vice President
Clare M. Hounsell Vice President
Deborah A. Jansen Senior Vice President
North T. Jersild Vice President
Joseph R. Palombo Executive Vice President
Yvonne T. Shields Vice President

SR&F BASE TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
David P. Brady Vice-President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP VP; Secretary
Denise E. Chasmer Vice President
Stephen E. Gibson President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice-President
Michael T. Kennedy Vice-President
Gail D. Knudsen Vice President
Stephen F. Lockman Vice-President
Mary D. McKenzie Vice President
Jane M. Naeseth Vice-President
Maureen G. Newman Vice-President
Nicholas S. Norton Vice President
Joseph R. Palombo Trustee
Veronica M. Wallace Vice-President

<PAGE>

LIBERTY-STEIN ROE FUNDS INCOME TRUST; LIBERTY-STEIN ROE FUNDS
INSTITUTIONAL TRUST; AND LIBERTY-STEIN ROE FUNDS TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
Kevin M. Carome Executive VP VP;Secy.
Denise E. Chasmer Vice President
Stephen E. Gibson President
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Gail D. Knudsen Vice President
Stephen F. Lockman Vice-President
Mary D. McKenzie Vice President
Jane M. Naeseth Vice-President
Nicholas S. Norton Vice President
Joseph R. Palombo Trustee

LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
David P. Brady Vice-President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP VP; Sec; Asst. Secy.
Denise E. Chasmer Vice President
William M. Garrison Vice-President
Stephen E. Gibson President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice-President
Gail D. Knudson Vice President
Mary D. McKenzie Vice President
Nicholas S. Norton Vice President
Joseph R. Palombo Trustee

LIBERTY-STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
David P. Brady Vice-President
Christine Balzano Vice President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; VP;Sec; Asst. Secy.
Denise E. Chasmer Vice President
Stephen E. Gibson President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice-President
Gail D. Knudson Vice President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Mary D. McKenzie Vice President
Maureen G. Newman Vice-President
Nicholas S. Norton Vice President
Joseph R. Palombo Trustee

LIBERTY-STEIN ROE FUNDS MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
Kevin M. Carome Executive VP VP; Sec; Asst. Secy.
Denise E. Chasmer Vice President
Stephen E. Gibson President
Loren A. Hansen Executive Vice-President
Brian M. Hartford Vice-President
Gail D. Knudsen Vice President
William C. Loring Vice-President
Mary D. McKenzie Vice President
Maureen G. Newman Vice-President
Nicholas S. Norton Vice President
Joseph R. Palombo Trustee
Veronica M. Wallace Vice-President

STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
Kevin M. Carome Executive VP VP; Sec; Asst. Secy.
Denise E. Chasmer Vice President
William M. Garrison Vice President
Stephen E. Gibson President
Erik P. Gustafson Vice President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Gail D. Knudsen Vice President
Mary D. McKenzie Vice President
Jane M. Naeseth Vice President
Nicholas S. Norton Vice President
Joseph R. Palombo Trustee
William M. Wadden IV Vice President

LIBERTY FLOATING RATE FUND; LIBERTY-STEIN ROE
INSTITUTIONAL FLOATING RATE INCOME FUND, STEIN ROE FLOATING RATE
LIMITED LIABILITY COMPANY
William D. Andrews Executive Vice-President
Kevin M. Carome Executive VP VP;Sec; Asst. Secy.
Christine Balzano Vice President
Denise E. Chasmer Vice President
Stephen E. Gibson President
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Gail D. Knudsen Vice President
Mary D. McKenzie Vice President
Nicholas S. Norton Vice President
Joseph R. Palombo Trustee

LIBERTY VARIABLE INVESTMENT TRUST
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
Kevin M. Carome Vice President

Item. 31. Location of Accounts and Records

Registrant maintains the records required to be maintained by it under
Rules 31a-1(a), 31a-1(b), and 31a-2(a) under the Investment Company Act of 1940
at its principal executive offices at One South Wacker Drive, Chicago, Illinois
60606. Certain records, including records relating to Registrant's shareholders
and the physical possession of its securities, may be maintained pursuant to
Rule 31a-3 at the main office of Registrant's transfer agent or custodian.

Item 32. Management Services

None.

Item 33. Undertakings

1. The Registrant undertakes to suspend the offering of shares until the
prospectus is amended if: (a) subsequent to the effective date of the
Registration Statement, the net asset value declines more than 10 percent
from its net asset value as of the effective date of the Registration
Statement; or (b) the net asset value increases to an amount greater than
its net proceeds as stated in the prospectus.

2. Not applicable.

3. Not applicable.

4. The Registrant undertakes:
a. To file, during any period in which offers or sales are
being made, a post-effective amendment to the
registration statement:
(1) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
(2) To reflect in the prospectus any facts or events after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration
statement; and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
b. That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of those securities at that time shall be deemed to be the
initial bona fide offering thereof; and
c. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
d. To send by first class mail or other means designed to ensure equally
prompt delivery, within two business days of receipt of a written or
oral request, any Statement of Additional Information.

5. Not applicable

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