File No. 811-08957
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. _______________
Stein Roe Floating Rate Limited Liability Company
(Exact Name of Registrant as Specified in Charter)
One South Wacker Drive
Chicago, IL 60606
(Address of Principal Executive Offices)
(800) 338-0593
(Registrant's Telephone Number, Including Area Code)
Heidi J. Walter Cameron S. Avery
Vice-President and Secretary Bell, Boyd & Lloyd
Stein Roe Floating Rate Limited Three First National Plaza
Liability Company 70 W. Madison Street, Suite 3300
One South Wacker Drive Chicago, Illinois 60602
Chicago, Illinois 60606
(Name and Address of Agents for Service)
<PAGE>
EXPLANATORY NOTE
Throughout this Registration Statement, information concerning
Stein Roe Floating Rate Limited Liability Company (the
"Portfolio") is incorporated by reference from the Registration
Statement on Form N-2 of Stein Roe Floating Rate Income Trust
(File No. 333-61751 under the Securities Act of 1933 (the "1933
Act")) (the "Filing"), which was filed electronically with the
Securities and Exchange Commission on August 18, 1998 (Accession
No. 0000773757-98-000016). The Filing contains the prospectus and
statement of additional information (the "SAI") for Stein Roe
Floating Rate Income Trust (the "Feeder Fund"), which invests
substantially all of its assets in the Portfolio.
This Registration Statement has been filed by the Registrant
pursuant to Section 8(b) of the Investment Company Act of 1940
(the "1940 Act"). However, interests in the Portfolio are not
being filed under the 1933 Act because interests in the Portfolio
are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2)
of the 1933 Act. Investments in the Portfolio may be made only by
investment companies, insurance company separate accounts, common
or commingled trust funds, or similar organizations or entities
that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement does not
constitute an offer to sell, or the solicitation of an offer to
buy, any "security" of the Portfolio within the meaning of the
1933 Act.
<PAGE A-1>
PART A
Responses to Items 1, 2, 3.2, 4, 5, 6, and 7 of Part A have been
omitted pursuant to Paragraph 3 of Instruction G of the General
Instructions to Form N-2.
ITEM 3. FEE TABLE AND SYNOPSIS
Not applicable.
ITEM 8. GENERAL DESCRIPTION OF THE REGISTRANT
(1) The Portfolio is a closed-end, non-diversified management
investment company which was organized as a limited liability
company under the laws of the State of Delaware on August 14,
1998. Interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. Investments
in the Portfolio may be made only by investment companies,
insurance company separate accounts, common or commingled trust
funds, or similar organizations or entities that are "accredited
investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell,
or the solicitation of an offer to buy, any "security" of the
Portfolio within the meaning of the 1933 Act.
(2)-(4) Registrant incorporates by reference information
concerning the Portfolio's investment objective and investment
practices and risk factors associated with investments in the
Portfolio in the section entitled "Investment Objectives and
Policies," "How the Portfolio Invests," "Special Risk
Considerations" and "Other Investment Practices" in the Feeder
Fund prospectus.
(5) Investments in the Portfolio may not be transferred.
However, the Portfolio will, pursuant to Rule 23c-3 under the 1940
Act, make offers to repurchase at net asset value a portion of its
interests. See "Periodic Tender Offers" in the Feeder Fund
prospectus and "Investment Restrictions" and "Tender Offer
Fundamental Policy" in the Feeder Fund SAI. Subject to the
Portfolio's investment restriction with respect to borrowings, the
Portfolio may borrow money or issue debt obligations to finance
its repurchase obligations. See "Investment Restrictions" in the
Feeder Fund SAI.
(6) Not applicable.
ITEM 9. MANAGEMENT
1(a) Board of Managers. The Board of Managers of the Portfolio
has overall management responsibility for the Portfolio.
Registrant incorporates by reference information concerning the
Portfolio's management from "Management of the Fund" and
"Organization and Description of Shares" in the Feeder Fund
prospectus.
1(b) - (c) Registrant incorporates by reference information
concerning the Portfolio's management from "Management of the
Fund" and "Organization and Description of Shares" in the Feeder
Fund prospectus.
1(d) Transfer Agent. SteinRoe Services Inc. ("SSI"), One South
Wacker Drive, Chicago, Illinois 60606, a wholly owned subsidiary
of Liberty Financial Companies, Inc., acts as agent of the
Portfolio for the transfer of shares, disbursement of dividends
and maintenance of shareholder accounting records. Under a
separate agreement, SSI also provides certain investors accounting
services to the Portfolio.
1(e) Custodian. State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02101, is the custodian of
the Portfolio and has custody of the securities and cash of the
Portfolio. The custodian, among other things, attends to the
collection of principal and income and payment for and collection
of proceeds of securities bought and sold by the Portfolio.
1(f) Expenses. The Portfolio is responsible for all of its
expenses not expressly stated to be payable by the other party
under the Portfolio Management Agreement, Administrative Agreement
and Accounting and Bookkeeping Agreement and Investor Services
Agreement.
1(g) Not applicable.
(2) Not applicable.
(3) Control Persons. 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. As of
the date hereof, there are no shares of the Portfolio outstanding.
ITEM 10. CAPITAL STOCK, LONG-TERM DEBT AND OTHER SECURITIES
1(a)-(f) Registrant incorporates by reference information
concerning interests in the Portfolio from "Organization and
Description of Shares" and "Master/Feeder Funds: Structure and
Risk Factors" in the Feeder Fund prospectus. An interest in the
Portfolio has no preemptive or conversion rights and is fully paid
and non-assessable, except as set forth below. The Portfolio is
not required to hold annual meetings of investors, and has no
current intention to do so, but the Portfolio will hold special
meetings of investors when, in the judgment of the Board, it is
necessary or desirable to submit matters for an investor vote.
Changes in fundamental policies will be submitted to investors for
approval. An investors' meeting will be held upon the written,
specific request to the Board of investors holding in the
aggregate not less than 10% of the units in the Portfolio.
Investors have under certain circumstances (e.g., upon application
and submission of certain specified documents to the Board by a
specified number of shareholders) the right to communicate with
other investors in connection with requesting a meeting of
investors for the purpose of removing one or more Board members.
Investors also have the right to remove one or more Board members
without a meeting by a declaration in writing by a specified
number of investors. Upon liquidation of the Portfolio, investors
would be entitled to share pro rata in the net assets available
for distribution to investors (unless another sharing method is
required for federal income tax reasons, in accordance with the
sharing method adopted by the Board).
The Portfolio reserves the right to create and issue a number of
series, in which case investors in each series would participate
solely in the earnings, dividends, and assets of the particular
series and redemption of units of that series would be paid solely
out of assets belonging to that series. Units in any series of
the Portfolio may be divided into two or more classes of interests
having such preferences or special or relative rights or
privileges as the Board of the Portfolio may determine. The
Portfolio would maintain separate and distinct records for each
series.
The Portfolio is organized as a limited liability company under
the laws of the State of Delaware. Under the Agreement, the
Portfolio is authorized to issue units. Each investor in a series
is entitled to vote in proportion to the amount of its investment
in the series. Investments in the Portfolio may not be
transferred. However, the Portfolio will, pursuant to Rule 23c-3
under the 1940 Act, make offers to repurchase at net asset value a
portion of its interests. See "Periodic Tender Offers" in the
Feeder Fund prospectus and "Investment Restrictions" and "Tender
Offer Fundamental Policy" in the Feeder Fund SAI. Subject to the
Portfolio's investment restriction with respect to borrowings, the
Portfolio may borrow money or issue debt obligations to finance
its repurchase obligations. See "Investment Restrictions" in the
Feeder Fund SAI.
The net income of the Portfolio shall consist of (i) all income
accrued less the amortization of any premium on the assets of the
Portfolio, less (ii) all actual and any accrued expenses of the
Portfolio determined in accordance with generally accepted
accounting principles. Income includes discount earned (including
both original issue, and by election, market discount) on discount
paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the Portfolio. All of the net
income of the Portfolio is allocated among the investors in
accordance with their interests (unless another sharing method is
required for federal income tax reasons, in accordance with the
sharing method adopted by the Board).
(2) - (3) Not applicable.
(4) It is intended that the assets, income and distributions of
the Portfolio will be managed in such a way that an investor in
the Portfolio will be able to satisfy the requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code") for qualification as a regulated investment company
("RIC"), assuming the investor invested all of its assets in the
Portfolio.
Under the anticipated method of the operation of the Portfolio,
the Portfolio will not be subject to any federal income tax.
However, each investor in the Portfolio will be taxed on its share
(as determined in accordance with the governing instruments of the
Portfolio) of the ordinary income and capital gain in determining
its income tax liability. The determination of such share will be
made in accordance with an allocation method designed to satisfy
the Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations promulgated thereunder. Distributions of net
income and capital gain are to be made pro rata to investors in
accordance with their investment in the Portfolio. For federal
income tax purposes, however, income, gain, or loss may be
allocated in a manner other than pro rata, if necessary to reflect
gains or losses properly allocable to fewer than all investors as
a result of contributions of securities or redemptions of portions
of an investor's unrealized gain or loss in assets.
(5) Not applicable.
(6) Not applicable.
ITEM 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES
Not applicable.
ITEM 12. LEGAL PROCEEDINGS
Not applicable.
ITEM 13. TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Not applicable.
<PAGE B-1>
PART B
ITEM 14. COVER PAGE
Not applicable.
ITEM 15. TABLE OF CONTENTS
General Information and History......................B-1
Investment Objective and Policies....................B-1
Management...........................................B-1
Control Persons and Principal Holders of Securities..B-1
Investment Advisory and Other Services ..............B-2
Brokerage Allocation and Other Practices.............B-2
Tax Status...........................................B-2
Financial Statements.................................B-4
ITEM 16. GENERAL INFORMATION AND HISTORY
Not applicable.
ITEM 17. INVESTMENT OBJECTIVE AND POLICIES
Part A, Item 8 contains additional information about the
investment objective and policies of the Portfolio. This Part B
should be read in conjunction with Part A. Capitalized terms in
this Part B and not otherwise defined have the meanings given to
them in Part A.
(1)-(3) Registrant incorporates by reference additional
information concerning the investment policies of the Portfolio as
well as information concerning the investment restrictions of the
Portfolio from "Investment Policies," "Portfolio Investments and
Strategies" and "Investment Restrictions" in the Feeder Fund SAI.
(4) Not applicable.
ITEM 18. MANAGEMENT
The Portfolio is organized as a Delaware limited liability
company; therefore, it is required to have a board of managers
rather than a board of trustees. The managers of the Portfolio
are the same persons as the trustees of the Feeder Fund.
Registrant incorporates by reference additional information
concerning the management of the Portfolio from "Management" in
the Feeder Fund SAI.
ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of the date hereof, there are no shares of the Portfolio
outstanding.
ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES
Registrant incorporates by reference information concerning
investment advisory and other services provided to the Portfolio
and the Feeder Fund from "Investment Advisory Services,"
"Distributor," "Transfer Agent," "Custodian" and "Independent
Auditors" in the Feeder Fund SAI.
ITEM 21. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the
brokerage practices of the Portfolio from "Portfolio Transactions"
in the Feeder Fund SAI.
ITEM 22. TAX STATUS
The Portfolio is organized as a limited liability company under
the laws of the State of Delaware. Under the anticipated method
of the operation of the Portfolio, the Portfolio will not be
subject to any federal income tax nor is it expected to have any
Delaware income tax liability. However, each investor in the
Portfolio will be taxed on its share (as determined in accordance
with the governing instruments of the Portfolio) of the ordinary
income and capital gain in determining its income tax liability.
The determination of such share will be made in accordance with an
allocation method designed to satisfy the Code, and the
regulations promulgated thereunder.
The Portfolio's taxable year end is June 30. Although, as
described above, the Portfolio will not be subject to federal
income tax, it will file appropriate income tax returns.
It is intended that the Portfolio's assets, income and
distributions will be managed in such a way that an investor in
the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code for qualification as a RIC, assuming that
the investor invests all of its assets in the Portfolio.
In order for an investment company investing in the Portfolio to
qualify for federal income tax treatment as a regulated investment
company, at least 90% of its gross income for a taxable year must
be derived from qualifying income; i.e., dividends, interest,
income derived from loans of securities, gains from the sale of
stock or securities or foreign currencies, or other income
(including but not limited to gains from options, futures, or
forward contracts) derived with respect to its business of
investing in stock, securities, or currencies. Any investment
company investing in the Portfolio also will be required to
distribute each year at least 90% of its investment company
taxable income (in order to escape federal income tax on
distributed amounts) and to meet certain tax diversification
requirements. Because an investment company investing in the
Portfolio may invest all of its assets in the Portfolio, the
Portfolio must satisfy all of these tax requirements in order for
such other investment companies to satisfy them.
The Portfolio will allocate at least annually to its shareholders
its distributive share of any net investment income and net
capital gains which have been recognized for federal income tax
purposes (including unrealized gains at the end of the Portfolio's
taxable year on certain options and futures transactions that are
required to be marked-to-market).
The Portfolio intends to distribute substantially all of its
income including any net realized capital gains, and thereby be
relieved of any federal income tax liability to the extent of such
distributions. Because capital gain distributions reduce net
asset value, if a shareholder purchases shares shortly before a
record date he will, in effect, receive a return of a portion of
his investment in such distribution. The distribution would
nonetheless be taxable to him, even if the net asset value of
shares were reduced below his cost. However, for federal income
tax purposes, the shareholder's original cost would continue as
his tax basis.
Interest on indebtedness incurred or continued by shareholders to
purchase or carry shares of the Portfolio is not deductible for
federal income tax purposes. Under rules applied by the Internal
Revenue Service to determine whether borrowed funds are used for
the purpose of purchasing or carrying particular assets, the
purchase of shares may, depending upon the circumstances, be
considered to have been made with borrowed funds even though the
borrowed funds are not directly traceable to the purchase of
shares.
The Portfolio expects that less than 100% of dividends will
qualify for the deduction for dividends received by corporate
shareholders.
To the extent the Portfolio invests in foreign securities, it may
be subject to withholding and other taxes imposed by foreign
countries. Tax treaties between certain countries and the United
States may reduce or eliminate such taxes. Investors may be
entitled to claim U.S. foreign tax credits with respect to such
taxes, subject to certain provisions and limitations contained in
the Code. Specifically, if more than 50% of the Portfolio's total
assets at the close of any fiscal year consist of stock or
securities of foreign corporations, the Portfolio may file an
election with the Internal Revenue Service pursuant to which
shareholders of a Portfolio will be required to (1) include in
ordinary gross income (in addition to taxable dividends actually
received) their pro rata shares of foreign income taxes paid by
the Portfolio even though not actually received, (2) treat such
respective pro rata shares as foreign income taxes paid by them,
and (3) deduct such pro rata shares in computing their taxable
incomes, or, alternatively, use them as foreign tax credits,
subject to applicable limitations, against their United States
income taxes. Shareholders who do not itemize deductions for
federal income tax purposes will not, however, be able to deduct
their pro rata portion of foreign taxes paid by the Portfolio,
although such shareholders will be required to include their share
of such taxes in gross income. Shareholders who claim a foreign
tax credit may be required to treat a portion of dividends
received from the Portfolio as separate category income for
purposes of computing the limitations on the foreign tax credit
available to such shareholders. Tax-exempt shareholders will not
ordinarily benefit from this election relating to foreign taxes.
Each year, the Portfolio will notify shareholders of the amount of
(1) each shareholder's pro rata share of foreign income taxes paid
by the Portfolio and (2) the portion of dividends which represents
income from each foreign country, if the Portfolio qualifies to
pass along such credit.
The foregoing discussion does not address the special tax rules
applicable to certain classes of investors, such as tax-exempt
entities, insurance companies and financial institutions.
Investors should consult their own tax advisors with respect to
special tax rules that may apply in their particular situations as
well as the state, local, or foreign tax consequences of investing
in the Portfolio.
ITEM 23. FINANCIAL STATEMENTS
To be supplied.
<PAGE C-1>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements. The financial statements called for by
this item are incorporated by reference in Part B and listed in
Item 23 hereof.
(2) Exhibits:
(a) Certificate of Formation of Registrant.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Portfolio Management Agreement between the Registrant and
Stein Roe & Farnham Incorporated dated ____________.*
(h) Not applicable.
(i) Not applicable.
(j) Custodian Agreement between Registrant and State Street
Bank and Trust Company dated ____________.*
(k) (1) Form of Investor Service Agreement between Registrant
and SteinRoe Services Inc.*
(2) Form of Bookkeeping and Accounting Agreement between
Registrant and Stein Roe & Farnham Incorporated.*
(l) Not applicable
(m) Not applicable
(n) Not applicable
(o) Not applicable
(p) Subscription Agreement dated _______, 1998.*
(q) Not applicable
(r) Not applicable
- ---------------
*To be filed by amendment.
ITEM 25. MARKETING ARRANGEMENTS
Not applicable.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not applicable.
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
Registrant does not consider that it is directly or indirectly
controlled by or under common control with other persons within
the meaning of this item.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
Title of Class Number of Record Holders
------------------------- ------------------------
Stein Roe Floating Rate
Limited Liability Company 0
ITEM 29. INDEMNIFICATION
Reference is made to Article __ of the Registrant's Limited
Liability Company Agreement (to be filed by amendment) with
respect to indemnification of the managers and officers of
Registrant against liabilities which may be incurred by them in
such capacities.
Registrant, its managers 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 premiums for coverage under such insurance that
would (1) protect any manager 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, or 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.
Registrant expects that each of Stein Roe Floating Rate Income
Trust and Stein Roe Institutional Floating Rate Income Trust will
invest substantially all of its assets in the Portfolio. In that
connection, managers and officers of Registrant have signed the
registration statement of each of those entities on behalf of the
Portfolio insofar as those registration statements relate to the
Portfolio, and those entities have agreed to indemnify Registrant
and its managers and officers against certain liabilities which
may be incurred by them.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
The 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
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. The Adviser 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 the
Adviser, 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."
Certain directors and officers of the Adviser also serve and have
during the past two years served in various capacities as
officers, directors, or trustees of SSI and of the Registrant and
other investment companies managed by the Adviser. (The listed
entities are located at One South Wacker Drive, Chicago, Illinois
60606, except for SteinRoe Variable Investment Trust and Liberty
Variable Investment Trust, which are located at Federal Reserve
Plaza, Boston, MA 02210 and LFC Utilities Trust, which is located
at One Financial Center, Boston, MA 02111.) A list of such
capacities is given below.
POSITION
FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Heidi J. Walter Vice President; Secretary
Hans P. Ziegler Director; President; Chairman
SR&F BASE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President; Trustee Executive V-P
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INCOME TRUST; STEIN ROE INSTITUTIONAL TRUST; AND STEIN
ROE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President; Trustee Exec. V-P; V-P
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President; Trustee Exec. V-P; V-P
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
John McLandsborough Vice-President
Arthur J. McQueen Vice-President
Richard B. Peterson Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President; Trustee Exec. V-P; V-P
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
M. Jane McCart Vice-President
John McLandsborough Vice-President
Arthur J. McQueen Vice-President
Richard B. Peterson Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President; Trustee Exec. V-P; V-P
Kevin M. Carome Vice-President; Asst. Secy.
Joanne T. Costopoulos Vice-President
Loren A. Hansen Executive Vice-President
Lynn C. Maddox Vice-President
M. Jane McCart Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEINROE VARIABLE INVESTMENT TRUST
Gary A. Anetsberger Treasurer
Kevin M. Carome Assistant Secretary
E. Bruce Dunn Vice President
Erik P. Gustafson Vice President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
John McLandsborough Vice President
Jane M. Naeseth Vice President
Richard B. Peterson Vice President
William M. Wadden IV Vice President
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
LIBERTY VARIABLE INVESTMENT TRUST
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
Gary A. Anetsberger Senior Vice President
Heidi J. Walter Vice President, Secretary
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME TRUST
Gary A. Anetsberger Senior Vice President
Heidi J. Walter Vice President, Secretary
STEIN ROE INSTITUTIONAL FLOATING RATE INCOME TRUST
Gary A. Anetsberger Senior Vice-President
Heidi J. Walter Vice President; Secretary
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
Heidi J. Walter, Secretary
Stein Roe Floating Rate Limited Liability Company
One South Wacker Drive
Chicago, Illinois 60606
ITEM 32. MANAGEMENT SERVICES
ITEM 33. UNDERTAKINGS
Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois on the
18th day of August, 1998
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: WILLIAM H. BELDEN III
William H. Belden III
President and sole manager
<PAGE>
Index of Exhibits Filed with this Registration Statement
Exhibit EDGAR
Number Exhibit No. Exhibit
- -------- ---------- --------------------------------------
2(a) 99.2(a) Certificate of Formation of Registrant
State of Delaware
Office of the Secretary of State
----------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF "STEIN
ROE FLOATING RATE LIMITED LIABILITY COMPANY", FILED IN THIS
OFFICE ON THE FOURTEENTH DAY OF AUGUST, A. D., 1998, AT 1
O'CLOCK P.M.
[SEAL OF THE STATE OF DELAWARE]
EDWARD J. FREEL
Edward J. Freel, Secretary of State
2933614 8100 AUTHENTICATION: 9254154
981319826 DATE: 08-14-98
<PAGE>
CERTIFICATE OF FORMATION
OF
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
This Certificate of Formation of SteinRoe Floating Rate
Limited Liability Company (the "Fund"), dated as of August 14,
1998, is being duly executed and filed by Kathleen M. Moynihan,
an authorized person, to form a limited liability company under
the Delaware Limited Liability Company Act (6 Del.C. Section 18-
101, et. seq.) (the "Delaware Act").
FIRST. The name of the limited liability company formed
hereby is Stein Roe Floating Rate Limited Liability Company.
SECOND. The address of the registered office of the Fund
in the State of Delaware is The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle.
THIRD. The name and address of the registered agent for
service of process on the Fund in the State of Delaware is The
Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801, County of New Castle.
FOURTH. The Fund shall consist of Shares, which shall be
divided into one or more separate and distinct Series
established by a resolution of the Managers, as such terms is
defined in Section 18-101(10) of the Delaware Act. The Managers
shall have full power and authority, in their sole discretion
and without obtaining Shareholder approval, to establish and to
change in any manner Shares of any Series with such preferences,
terms of conversion, voting powers, rights and privileges as the
Managers may determine (but the Managers may not change
outstanding Shares in a manner materially adverse to the
Shareholders of such Series); to divide or combine the Shares of
any Series into a greater or lesser number; to classify or
reclassify any unissued Shares or any Series into one or more
Series of Shares; to abolish any one or more Series of Shares;
to issue Shares to acquire other assets (including assets
subject to, and in connection with, the assumption of
liabilities) and businesses; and to take such other action with
respect to the Shares or Series of Shares as the Managers may
deem desirable.
FIFTH. All consideration received by the Fund for the
issue and sale of Shares of a particular Series, together with
all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof
(including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same
may be), shall be held and accounted for separately from the
assets of every other Series and are referred to as "assets
belonging to" that Series. The assets belonging to a Series
shall belong only to that Series for all purposes, and no other
Series, subject only to the rights of creditors of that Series.
Any assets, income, earnings, profits, and proceeds thereof,
funds or payments which are not readily identifiable as
belonging to any particular Series shall be allocated by the
Managers among one or more Series as the Managers deem fair and
equitable. Each such allocation shall be conclusive and biding
upon the Shareholders of all Series for all purposes. The
assets belonging to a Series shall be charged with the
liabilities of that Series and all expenses, costs, charges and
reserves attributable to that Series. Any general liabilities,
expenses, costs, charges or reserves of the Fund which are not
readily identifiable as belonging to any particular Series shall
be allocated by the Managers among any one or more Series as the
Managers deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Series for
all purposes.
Without limiting the foregoing, but subject to the right of
the Managers to allocate general Fund liabilities, expenses,
costs, charges or reserves as herein provided, the debts,
liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to a particular Series shall
be enforceable against the assets of such Series only, and not
against the assets of any other Series. Pursuant to Section 18-
215 of the Delaware Act, notice is hereby given that any person
extending credit to, contracting with, or having any claim
against any Series may look only to the assets of that Series to
satisfy or enforce any debt with respect to that Series. No
Shareholder or former Shareholder of any Series shall have a
claim on or any right to any assets allocated or belonging to
any other Series.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation as of the date first above written.
KATHLEEN M. MOYNIHAN
Kathleen M. Moynihan
Authorized Person
