77C Matters submitted to a vote of security holders

Liberty Floating Rate Fund

(a) On September 26, 2001, a Special Meeting of Shareholders of Liberty Floating
Rate Fund (Fund) was held to approve the following item, as described in the
Proxy Statement for the Meeting. On July 16, 2001, the record date for the
Meeting, the Fund had 52,855,746.912 outstanding shares of beneficial interest.
The vote cast at the Meeting was as follows:

(b)   Not applicable.

(c)   To approve a new Portfolio Management Agreement on behalf of Stein Roe
Floating Rate Limited Liability Company with Stein Roe & Farnham Incorporated.

       For:        40,444,670.909    shares of beneficial interest being a
                                     majority of the shares represented
                                     at the Meeting
      Against:       389,033.384     shares of beneficial interest
      Abstain:       776,937.718     shares of beneficial interest

(d) Not applicable.

(proxy statement incorporated herein by reference to Accession Number
0000950135-01-502251)

77Q1 - Exhibits

Management Agreement

                                     FORM OF
                              MANAGEMENT AGREEMENT
                                     BETWEEN
                STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
                                       AND
                        STEIN ROE & FARNHAM INCORPORATED

Stein Roe Floating Rate Limited Liability Company, a Delaware limited liability
company under the Investment Company Act of 1940 ("1940 Act") as a closed-end
non-diversified management investment company ("LLC"), hereby appoints Stein Roe
& Farnham Incorporated, a Delaware corporation registered under the Investment
Advisers Act of 1940 as an investment adviser, of Chicago, Illinois ("Manager"),
to furnish investment advisory and portfolio management services with respect to
its assets represented by the shares of beneficial interest. LLC and Manager
hereby agree that:

1.  Investment   Management  Services.   Manager  shall  manage  the  investment
operations of LLC, subject to the terms of this Agreement and to the supervision
and control of LLC's Board of Managers ("Board").  Manager agrees to perform, or
arrange for the performance of, the following services for LLC:

(a) to obtain and evaluate such information  relating to economies,  industries,
businesses,  securities and  commodities  markets,  and  individual  securities,
commodities  and indices as it may deem necessary or useful in  discharging  its
responsibilities hereunder;

(b) to  formulate  and  maintain  a  continuing  investment  program in a manner
consistent  with and  subject  to (i)  LLC's  operating  agreement;  (ii)  LLC's
investment  objectives,  policies,  and  restrictions  as set  forth in  written
documents  furnished by the LLC to Manager;  (iii) all securities,  commodities,
and tax laws and  regulations  applicable  to LLC;  and (iv) any  other  written
limits or directions furnished by the Board to Manager;

(c) unless  otherwise  directed  by the Board,  to  determine  from time to time
securities,  commodities,  interests or other investments to be purchased, sold,
retained  or  lent by LLC,  and to  implement  those  decisions,  including  the
selection of entities with or through which such  purchases,  sales or loans are
to be effected;

(d) to use  reasonable  efforts  to  manage  LLC so that it  will  qualify  as a
regulated  investment company under subchapter M of the Internal Revenue Code of
1986, as amended;

(e) to make  recommendations as to the manner in which voting rights,  rights to
consent  to LLC  action,  and  any  other  rights  pertaining  to LLC  shall  be
exercised;

(f) to make  available  to LLC promptly  upon  request all of LLC's  records and
ledgers and any reports or information reasonably requested by LLC; and

(g) to the extent  required by law,  to furnish to  regulatory  authorities  any
information  or reports  relating  to the  services  provided  pursuant  to this
Agreement.

Except as otherwise  instructed from time to time by the Board,  with respect to
execution of  transactions  for LLC,  Manager  shall  place,  or arrange for the
placement of, all orders for purchases,  sales, or loans with issuers,  brokers,
dealers or other  counterparties  or agents  selected by Manager.  In connection
with the  selection  of all such  parties for the  placement of all such orders,
Manager shall  attempt to obtain most  favorable  execution  and price,  but may
nevertheless  in its sole  discretion as a secondary  factor,  purchase and sell
portfolio  securities  from and to brokers and dealers who provide  Manager with
statistical,  research  and other  information,  analysis,  advice,  and similar
services.  In recognition of such services or brokerage  services  provided by a
broker or dealer,  Manager is hereby  authorized  to pay such broker or dealer a
commission or spread in excess of that which might be charged by another  broker
or dealer for the same transaction if the Manager  determines in good faith that
the  commission or spread is reasonable in relation to the value of the services
so provided.

LLC hereby  authorizes  any entity or person  associated  with Manager that is a
member of a  national  securities  exchange  to effect  any  transaction  on the
exchange for its account  account to the extent  permitted by and in  accordance
with Section  11(a) of the  Securities  Exchange Act of 1934 and Rule  11a2-2(T)
thereunder.  LLC hereby  consents to the  retention  by such entity or person of
compensation for such transactions in accordance with Rule 11a-2-2(T)(a)(iv).






Manager  may,  where it deems to be  advisable,  aggregate  orders for its other
customers  together with any securities of the same type to be sold or purchased
for LLC in order to obtain best  execution or lower  brokerage  commissions.  In
such event,  Manager shall  allocate the shares so purchased or sold, as well as
the  expenses  incurred  in the  transaction,  in a manner  it  considers  to be
equitable  and fair and  consistent  with its fiduciary  obligations  to LLC and
Manager's other customers.

Manager shall for all purposes be deemed to be an independent contractor and not
an agent of LLC and shall,  unless otherwise  expressly  provided or authorized,
have no authority to act for or represent LLC in any way.

2. Administrative Services.  Manager shall supervise the business and affairs of
LLC and shall  provide  such  services  and  facilities  as may be required  for
effective administration of LLC as are not provided by employees or other agents
engaged by LLC;  provided that Manager shall not have any  obligation to provide
under  this  Agreement  any such  services  which are the  subject of a separate
agreement or arrangement  between LLC and Manager,  any affiliate of Manager, or
any third party administrator ("Administrative Agreements").

3. Use of  Affiliated  Companies  and  Subcontractors.  In  connection  with the
services to be provided by Manager  under this  Agreement,  Manager  may, to the
extent it deems appropriate,  and subject to compliance with the requirements of
applicable  laws and  regulations  and upon  receipt of written  approval of the
Board, make use of (i) its affiliated  companies and their directors,  managers,
trustees,  officers, and employees and (ii) subcontractors  selected by Manager,
provided  that Manager  shall  supervise  and remain fully  responsible  for the
services of all such third parties in accordance with and to the extent provided
by this Agreement.  All costs and expenses  associated with services provided by
any such third parties shall be borne by Manager or such parties.

4.  Expenses  Borne by LLC  Except to the  extent  expressly  assumed by Manager
herein or under a separate  agreement  between LLC and Manager and except to the
extent required by law to be paid by Manager,  Manager shall not be obligated to
pay any costs or expenses incidental to the organization, operations or business
of LLC.  Without  limitation,  such costs and expenses  shall include but not be
limited to:

(a)  all  charges  of  depositories,  custodians  and  other  agencies  for  the
safekeeping and servicing of its cash, securities, and other property;

(b) all charges for equipment or services used for obtaining price quotations or
for  communication  between Manager or LLC and the custodian,  transfer agent or
any other agent selected by LLC;

(c) all charges for  administrative  and accounting  services provided to LLC by
Manager, or any other provider of such services;

(d) all charges for services of LLC's  independent  auditors and for services to
LLC by legal counsel;

(e) all  compensation of Board,  other than those  affiliated with Manager,  all
expenses  incurred in connection with their services to LLC, and all expenses of
meetings of the Board or committees thereof;

(f) all expenses  incidental to holding meetings of holders of units of interest
in the LLC ("Unitholders"), including printing and of supplying each record-date
Unitholder  with  notice and proxy  solicitation  material,  and all other proxy
solicitation expense;

(g) all  expenses  of  printing  of annual  or more  frequent  revisions  of LLC
prospectus(es) and of supplying each  then-existing  Unitholder with a copy of a
revised prospectus;

(h) all expenses related to preparing and transmitting certificates representing
LLC shares;

(i) all  expenses  of bond and  insurance  coverage  required  by law or  deemed
advisable by the Board;

(j) all brokers'  commissions and other normal charges incident to the purchase,
sale, or lending of portfolio securities;

(k) all  taxes  and  governmental  fees  payable  to  federal,  state  or  other
governmental  agencies,  domestic  or  foreign,  including  all  stamp  or other
transfer taxes;






(l) all expenses of registering and  maintaining  the  registration of LLC under
the  1940 Act  and,  to the  extent  no  exemption  is  available,  expenses  of
registering  LLC's  shares  under the 1933 Act, of  qualifying  and  maintaining
qualification  of LLC and its shares for sale under  securities  laws of various
states or other jurisdictions and of registration and qualification of LLC under
all other laws applicable to LLC or its business activities;

(m) all interest on indebtedness, if any, incurred by LLC; and

(n) all  fees,  dues and  other  expenses  incurred  by LLC in  connection  with
membership  of  LLC  in  any  trade  association  or  other  investment  company
organization.

5.  Allocation  of Expenses  Borne by LLC.  Any  expenses  borne by LLC that are
attributable  solely to the organization,  operation or business of LLC shall be
paid solely out of LLC's assets.

6.  Expenses  Borne by  Manager.  Manager at its own expense  shall  furnish all
executive and other personnel,  office space, and office facilities  required to
render the investment  management and administrative  services set forth in this
Agreement.  Manager  shall pay all expenses of  establishing,  maintaining,  and
servicing the accounts of Unitholders. However, Manager shall not be required to
pay or provide  any credit for  services  provided by LLC's  custodian  or other
agents without additional cost to LLC.

In the event that Manager pays or assumes any expenses of LLC not required to be
paid or assumed by Manager under this Agreement,  Manager shall not be obligated
hereby to pay or assume the same or similar expense in the future; provided that
nothing contained herein shall be deemed to relieve Manager of any obligation to
LLC under any separate agreement or arrangement between the parties.

7. Management Fee. For the services rendered,  facilities provided,  and charges
assumed and paid by Manager hereunder, LLC shall pay to Manager an annual fee of
0.45% of the average net assets of LLC. The  management fee shall accrue on each
calendar day, and shall be payable monthly on the first business day of the next
succeeding   calendar  month.  The  daily  fee  accrual  shall  be  computed  by
multiplying  the  fraction of one divided by the number of days in the  calendar
year by the applicable  annual rate of fee, and multiplying  this product by the
net assets of LLC,  determined in the manner established by the Board, as of the
close of business on the last  preceding  business  day on which LLC's net asset
value was determined.

8.  Retention  of  Sub-Adviser.  Subject to  obtaining  the initial and periodic
approvals  required under Section 15 of the 1940 Act,  Manager may retain one or
more  sub-advisers  at  Manager's  own  cost  and  expense  for the  purpose  of
furnishing  one or more of the  services  described  in  Section  1 hereof  with
respect  to  LLC.  Retention  of a  sub-adviser  shall  in  no  way  reduce  the
responsibilities  or  obligations of Manager under this  Agreement,  and Manager
shall be  responsible  to LLC for all acts or  omissions of any  sub-adviser  in
connection with the performance of Manager's duties hereunder.

9.  Non-Exclusivity.  The  services  of Manager to LLC  hereunder  are not to be
deemed exclusive and Manager shall be free to render similar services to others.

10.  Standard of Care.  Neither  Manager,  nor any of its  directors,  officers,
stockholders,  agents or employees shall be liable to LLC or its Unitholders for
any error of judgment,  mistake of law, loss arising out of any  investment,  or
any other act or omission in the performance by Manager of its duties under this
Agreement, except for loss or liability resulting from willful misfeasance,  bad
faith or gross  negligence  on  Manager's  part or from  reckless  disregard  by
Manager of its obligations and duties under this Agreement.

11.  Amendment.  This  Agreement  may  not  be  amended  as to LLC  without  the
affirmative votes (a) of a majority of the Board,  including a majority of those
Managers who are not "interested persons" of LLC or of Manager, voting in person
at a meeting  called for the  purpose of voting on such  approval,  and (b) of a
"majority of the outstanding shares" of LLC. The terms "interested  persons" and
"vote of a majority of the outstanding  shares" shall be construed in accordance
with  their  respective  definitions  in the 1940 Act and,  with  respect to the
latter term, in accordance with Rule 18f-2 under the 1940 Act.






12.  Effective Date and  Termination.  This Agreement shall become  effective as
November 1, 2001. This Agreement may be terminated at any time,  without payment
of  any  penalty,  by the  Board  of  LLC,  or by a vote  of a  majority  of the
outstanding  shares of the  Portfolio,  upon at least  sixty (60) days'  written
notice to Manager.  This Agreement may be terminated by Manager at any time upon
at least sixty (60) days' written notice to LLC. This Agreement  shall terminate
automatically  in the event of its  "assignment"  (as  defined in the 1940 Act).
Unless  terminated as  hereinbefore  provided,  this Agreement shall continue in
effect until July 31,  2001,  and  thereafter  from year to year only so long as
such continuance is specifically approved at least annually (a) by a majority of
those Managers who are not interested persons of Board or of Manager,  voting in
person at a meeting called for the purpose of voting on such  approval,  and (b)
by  either  the  Board of LLC or by a "vote  of a  majority  of the  outstanding
shares" of LLC.

13.  Ownership  of Records;  Interparty  Reporting.  All records  required to be
maintained  and  preserved  by  LLC  pursuant  to the  provisions  of  rules  or
regulations of the Securities and Exchange Commission under Section 31(a) of the
1940 Act or other  applicable  laws or  regulations  which  are  maintained  and
preserved by Manager on behalf of LLC and any other records the parties mutually
agree shall be  maintained  by Manager on behalf of LLC are the  property of LLC
and shall be  surrendered by Manager  promptly on request by LLC;  provided that
Manager may at its own expense make and retain copies of any such records.

LLC shall  furnish or  otherwise  make  available  to Manager such copies of the
financial statements, proxy statements,  reports, and other information relating
to the  business  and affairs of each  Unitholder  in LLC as Manager may, at any
time or from  time to  time,  reasonably  require  in  order  to  discharge  its
obligations under this Agreement.

Manager shall prepare and furnish to LLC statistical data and other  information
in such form and at such intervals as LLC may reasonably request.

14.  Non-Liability  of Board and  Unitholders.  Any  obligation of LLC hereunder
shall be binding  only upon the assets of LLC and shall not be binding  upon any
Manager,   officer,   employee,   agent  or  Unitholder  of  LLC.   Neither  the
authorization of any action by the Board or Unitholders of LLC nor the execution
of this  Agreement on behalf of LLC shall impose any liability  upon any Manager
or any Unitholder.

15. Use of Manager's  Name. LLC may use the name "Stein Roe ________ LLC" or any
other name derived from the name "Stein Roe & Farnham"  only for so long as this
Agreement or any  extension,  renewal,  or amendment  hereof  remains in effect,
including any similar agreement with any organization which shall have succeeded
to the business of Manager as investment adviser. At such time as this Agreement
or any extension,  renewal or amendment  hereof, or such other similar agreement
shall no longer be in effect,  LLC will cease to use any name  derived  from the
name "Stein Roe & Farnham" or  otherwise  connected  with  Manager,  or with any
organization  which shall have  succeeded  to Manager's  business as  investment
adviser.

16.  References  and  Headings.  In this  Agreement  and in any such  amendment,
references to this Agreement and all expressions such as "herein," "hereof," and
"hereunder" shall be deemed to refer to this Agreement as amended or affected by
any such  amendments.  Headings are placed herein for  convenience  of reference
only and shall not be taken as a part  hereof or control or affect the  meaning,
construction or effect of this Agreement.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.






Dated: November 1, 2001                         STEIN ROE FLOATING RATE LIMITED
                                                LIABILITY COMPANY




Attest:                                         By:____________________________
                                                   Name:
                                                   Title:
___________________________________
Name:
Title:
                                                STEIN ROE & FARNHAM INCORPORATED
                                                By:_____________________________
Attest:                                            Name:
                                                   Title:
___________________________________
Name:
Title: