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. 3 [X]
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)
Kevin M. Carome Cameron S. Avery
Executive Vice-President Bell, Boyd & Lloyd
Stein Roe Floating Rate Limited Three First National Plaza
One Financial Center 70 W. Madison Street, Suite 3300
Boston, Massachusetts Chicago, Illinois 60602
(Name and Address of Agents for Service)
EXPLANATORY NOTE
Throughout this Registration Statement, information concerning
Stein Roe Floating Rate Limited Liability Company (the
"Portfolio") is incorporated by reference from the Registration
Statements on Form N-2 of Liberty Floating Rate Fund (File No. 333-51466) and
Liberty-Stein Roe Institutional Floating Rate Income Fund (File No. 333-51742)
(under the Securities Act of 1933 (the "1933 Act")) (the "Filings") (CIK No.
0001068200 and 0001068202, respectively). The Filings contain the prospectuses
and statements of additional information (each an "SAI") for Liberty Floating
Rate Fund and Liberty-Stein Roe Institutional Floating Rate Fund(the "Feeder
Funds"), which invest substantially all of their 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.
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," "Principal Risks" and
"Other Investment Practices" in each 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 Repurchase Offers" in
each Feeder Fund prospectus and "Investment Restrictions" and "Repurchase Offer
Fundamental Policy" in each 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 each 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 each 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) Liberty Funds Services, Inc ("LFS"), P.O. Box 1722, Boston, MA 02105,
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, LFS
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, 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.
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 each 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).
<PAGE>
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 is entitled to vote in proportion to the amount of its
investment in the Portfolio. 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 Repurchase Offers" in each Feeder Fund prospectus and "Investment
Restrictions" and "Repurchase Offer Fundamental Policy" ineach 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 each 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
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
PART B
.........Stein Roe Floating Rate Limited Liability Company
.....Statement of Additional Information Dated January 1, 2001,
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 each 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 each Feeder
Fund. Registrant incorporates by reference additional information concerning the
management of the Portfolio from "Management" in each Feeder Fund SAI.
The following table sets forth compensation paid to the managers during the
fiscal year ended August 31, 2000 and calendar year ended December 31, 1999:
-
<TABLE>
Total Compensation
From the Fund
Complex Paid to the
Trustees for the
Aggregate Compensation Calendar Year Ended
From the Fund for the December 31, 1999*
Fiscal Year Ended August
Trustee 31, 2000
<S> <C> <C>
Lindsay Cook -0- -0-
John A. Bacon Jr. 1,950 $103,450
William W. Boyd 2,050 109,950
Douglas A. Hacker 1,950 93,950
Janet Langford Kelly 1,950 103,450
Charles R. Nelson 1,950 108,050
Thomas C. Theobald 1,950 103,450
</TABLE>
------------
-----------
*As of August 31, 2000, the Stein Roe Fund Complex consisted of the Registrant,
Liberty Floating Rate Fund, Liberty-Stein Roe Institutional Floating Rate
Income Fund, and the following open-end mutual funds: four series of Liberty-
Stein Roe Funds Income Trust, four series of Liberty-Stein Roe Funds Municipal
Trust, 12 series of Liberty-Stein Roe Funds Investment Trust, four series of
Liberty-Stein Roe Advisor Trust, one series of Liberty-Stein Roe Funds Trust,
12 portfolios of SR&F Base Trust, and five series of SteinRoe Variable
Investment Trust.
.
ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of November 30, 2000, the only person known to own of record or
"beneficially" 5% or more of the outstanding interests of the Portfolio within
the definition of that term as contained in Rule 13d-3 under the Securities
Exchange Act of 1934 were:
Name and Address Approximate % of Outstanding
Shares Held
Liberty Floating Rate Fund 71.25
--------------------------
One Financial Center
--------------------
Boston, MA 02111
Liberty-Stein Roe Institutional Floating 28.75
-----------------------------------------
Rate Fund
---------
One Financial Center
--------------------
Boston, MA 02111
<PAGE>
ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES
Registrant incorporates by reference information concerning investment advisory
and other services provided to the Portfolio and each Feeder Fund from
"Investment Advisory and Other Services," "Distributor," "Transfer Agent,"
"Custodian" and "Independent Accountants" in each Feeder Fund SAI.
Bookkeeping and Accounting Agreement Pursuant to a separate agreement with
Registrant, Stein Roe & Farnham Incorporated receives a fee for performing
certain bookkeeping and accounting services. For these services, Stein Roe
receives an annual fee of $25,000 plus .0025 of 1% of average net assets over
$50 million. During the fiscal years ended August 31, 2000 and August31, 1999,
Stein Roe received fees (in thousands) of $30 and $18, respectively, from
Registrant for performing these services.
ITEM 21. BROKERAGE ALLOCATION AND OTHER PRACTICES Registrant incorporates by
reference information concerning the brokerage practices of the Portfolio from
"Portfolio Transactions" in each 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 August 31. 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
Please refer to the audited Financial Statements (investments as of August 31,
2000, statements of assets and liabilities as of August 31, 2000, statements of
operations and statements of changes in net assets for the period ended August
31, 2000, and notes thereto) and reports of independent accountants, which are
contained in the August 31, 2000 annual report of each Feeder Fund. The
Financial Statements (but no other material from the report) are incorporated
herein by reference. The report may be obtained at no charge by telephoning
800-338-0593.
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. [Note: As used herein, the term "Registration
Statement" refers to the Registration Statement of the Registrant
on Form N-2 filed under the 1940 Act, File No. 811-08957.]
(a)(1) Certificate of Formation of Registrant. (Exhibit
(a)(1) to Amendment No. 1 to Registration
Statement.)*
(2) Limited Liability Company Agreement of Registrant.
(Exhibit (a)(2) to Amendment No. 1 to Registration
Statement.)*
(b)(1)By-Laws of Registrant. (Exhibit (b) of Amendment No. 1
to Registration Statement.)*
(b)(2) Amendment to Bylaws.
(3) Amendment to Bylaws.
(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 Nov. 20,
1998 as amended through August 3,1999. (Exhibit to Amendment No. 2)*
(h) Not applicable.
(i) Not applicable.
(j) Form of Custodian Agreement between Registrant and State
Street Bank and Trust Company. (Exhibit (j) of Amendment
No. 1 to Registration Statement.)*
(k)(1) Investor Service Agreement between Registrant and
SteinRoe Services Inc. dated Nov. 20, 1998. (Exhibit
(k) of Amendment No. 1 to Registration Statement.)*
(1)(a) Joinder and Release Agreement with respect to Investor Service
Agreement.
(2) Bookkeeping and Accounting Agreement between
Registrant and Stein Roe & Farnham Incorporated dated
August 3, 1999. (Exhibit to Amendment No. 2)*
(l) Not applicable
(m) Not applicable
(n) Not applicable
(o) Not applicable
(p) Not applicable
(q) Not applicable
--------
*Incorporated by reference.
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 2
ITEM 29. INDEMNIFICATION
Reference is made to Article XIV of the Registrant's Limited Liability Company
Agreement (Exhibit (a)(2)) 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 Stein Roe & Farnham Incorporated, 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 Liberty Floating Rate Fund and Liberty-Stein Roe
Institutional Floating Rate Income Fund 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
Stein Roe is a wholly owned subsidiary of Liberty Funds Group, LLC, which is a
wholly owned subsidiary of Liberty Financial Services, Inc., (LFS) which is a
wholly owned subsidiary of Liberty Financial Companies, Inc.(Liberty Financial),
which is a majority owned subsidiary of Liberty Corporate Holdings, Inc., which
is a wholly owned subsidiary of LFC Holdings, Inc., which is a wholly owned
subsidiary of Liberty Mutual Insurance Company.
Stein Roe & Farnham Incorporated 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 & Farnham
Incorporated, please refer to its Form ADV and to the section of the Statement
of Additional Information (Part B) entitled "Investment Advisory and Other
Services. "
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
LFS, of Colonial Management Associates, Inc. (which is a subsidiary of Liberty
Financial Companies, Inc.), and of the Registrant and other investment companies
managed by SteinRoe. (The listed entities are located at One South Wacker Drive,
Chicago, Illinois 60606, except for LFS and 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
------------------- --------------
LIBERTY FUNDS SERVICES
INC.
Stephen E. Gibson Director
Joseph R. Palombo Director
Kevin M. Carome Director
Mary D. McKenzie President
Christine Balzano Senior Vice President
Nicholas S. Norton Senior Vice President
COLONIAL MANAGEMENT ASSOCIATES, INC.
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
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
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
Not applicable
ITEM 33. UNDERTAKINGS
Not applicable
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 26th day of December, 2000.
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: STEPHEN E. GIBSON
Stephen E. Gibson
President
INDEX OF EXHIBITS FILED WITH THIS AMENDMENT
Exhibit
Number Exhibit
------------------------------------------------------------
b(2) Amendment to By-Laws
b(3) Amendment to By-Laws
l(a) Joinder and Release Agreement with respect to Investor Service Agreement.
