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FORM N-23C-3
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-8309
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Date of Notification: November 16, 2000
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2. Exact name of investment company as specified in registration statement:
CYPRESSTREE SENIOR FLOATING RATE FUND, INC.
3. Address of principal executive office:
286 CONGRESS STREET
C/O AMERICAN GENERAL ASSET MANAGEMENT
BOSTON MA 02210
4. Check one of the following:
A. [X] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3.
B. [_] The notification pertains to a discretionary repurchase offer
under paragraph (c) of Rule 23c-3.
C. [_] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under
paragraph (c) of Rule 23c-3.
By: Thomas J. Brown
Treasurer
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CypressTree Senior Floating Rate Fund
P.O. Box 8360
Boston MA 02266-8360
This is notification of the regularly scheduled monthly tender offer. If
you are not interested in selling your shares at this time, kindly
disregard this notice.
November 16, 2000
Dear CypressTree Senior Floating Rate Fund, Inc. Shareholder:
This letter is to announce the monthly tender offer, also referred to as a
repurchase offer, for the CypressTree Senior Floating Rate Fund, Inc. The
purpose of this tender offer is to provide easy access to your assets. The
Fund will repurchase shares only by tender offer and only during the Fund's
regularly scheduled monthly tender offers.
The monthly tender offer period will begin on November 16, 2000, and end on
November 30, 2000. If you wish to redeem shares, your repurchase request form
must be received by 4:00 p.m. on November 30, 2000. All repurchase request
forms received during this period will be processed on November 30, 2000.
Please disregard this notice if you are not interested in selling shares at
this time. However, if you would like to sell shares for cash in this tender
offer, complete the Repurchase Request Form included with this letter and
return it to CypressTree Senior Floating Rate Fund, P.O. Box 8360, Boston, MA
02266-8360.
All requests to tender shares must be received in good order by the
Fund by 4:00 p.m. November 30, 2000.
If you have any questions, call your financial consultant, or call the Fund at
1-800-872-8037.
Sincerely,
Shareholder Services
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CypressTree Senior Floating Rate Fund, Inc
Repurchase Request Form
Please accept this tender of the shares designated below for repurchase at a
price equal to their net asset value (NAV) per share on the repurchase pricing
date.
1. Account
Registration: __________________________________________________________
If joint account, both shareholders must sign. If shareholder is a corporation
or trust, capacity to act must be included (i.e., resolution of certification).
2. Account Number: 3. DayTime Telephone Number:
_____________________ ( )___________________
4. Shares Tendered: Please check applicable box(es)*
<TABLE>
<S> <C>
[_] Dollar Amount.......... Please tender enough shares to net $________________
[_] Share Amount........... Please tender shares from my Account.
[_] Full Tender............ Please tender all shares from my Account.
[_] IRA Distribution....... Please complete section below.
</TABLE>
Federal Income Tax Withholding
[_] I do not want federal income tax withheld from
my distribution.
[_] Withhold % of my distribution for federal
income tax.
Reason for IRA Distribution[_] Pre-Exempt
[_] Premature[_] Over 59 1/2 years of
age
[_] Disability
[_] Minimum Distribution
[_] Return of Excess Contribution
5.*Payment and Delivery Instructions: Please make check payable and mail to:
[_] Address of Record [_]Other
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* Your request to tender over $50,000.00 or to send checks to an address other
than that of record must be signature guaranteed by a member firm of a regional
national securities exchange or of an NASD member, a commercial bank or trust
company or other eligible guarantor institution as defined in Rule 17Ad-
15(a)(2) under the Securities and Exchange Act of 1934.
6. SIGNATURE(S) of owners Exactly as Registered:
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Date
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If you have any questions concerning this form, please call the Fund at 1-800-
872-8037.
After completing this form, return to:
CypressTree Senior Floating Rate Fund, Inc.
P.O. Box 8360
Boston, MA 02266-8360
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CYPRESSTREE SENIOR FLOATING RATE FUND, INC.
REPURCHASE OFFER DOCUMENT
1. The Offer. CypressTree Senior Floating Rate Fund, Inc. (the "Fund") is
offering (the "Offer") to repurchase for cash up to ten (10%) of its issued
and outstanding shares ("Shares") at a price equal to the net asset value
per share ("NAV") as of the close of business on the New York Stock Exchange
on the Repurchase Pricing Date (defined below) upon the terms and conditions
set forth herein. The purpose of the Offer is to provide liquidity to
shareholders because no secondary market exists for the Shares. The Offer is
not conditioned upon the tender for repurchase of any minimum number of
Shares.
2. Net Asset Value. The NAV of the Fund on November 13, 2000 was $9.59 per
Share. The NAV can fluctuate. Please call the Fund at 1-800-872-8037 for
current price information. The Fund's shares are not traded on any organized
market.
3. Repurchase Request Deadline. All tenders of Shares for repurchase must be
received in proper form by the Fund on or before 4:00 p.m. Eastern time, on
November 30, 2000.
4. Repurchase Pricing Date. The NAV for the repurchase will be determined on
November 30, 2000. This NAV could be lower than the NAV on the date you
submit your repurchase request form.
5. Payment for Shares Repurchased. The Fund expects to make payment for all
shares repurchased the day following the Repurchase Pricing Date; in any
event, the Fund will pay repurchase proceeds within 5 business days or 7
calendar days (whichever is sooner) after the Repurchase Pricing Date. The
Fund will not charge a repurchase fee.
6. Increase in Number of Shares Repurchased: Pro Rata Repurchases. If
shareholders tender for repurchase more than 10% of the Shares, the Fund may
(but is not obligated to) repurchase an additional two percent (2%) of the
shares. If the Fund determines not to repurchase the additional 2%, or if
shareholders tender an amount exceeding 12% of the Shares, the Fund will
repurchase shares tendered on a pro rata basis. There can be no assurance
that the Fund will be able to repurchase all shares that you have tendered,
even if you tender all shares held in your account. In the event of an
oversubscribed Offer, you may be unable to liquidate some or all of your
investment at net asset value. You may have to wait until a later month to
tender shares that the Fund is unable to repurchase, and you would be subject
to the risk of net asset value fluctuations during this time period.
7. Withdrawal of Shares to be Repurchased. Tenders of shares may be withdrawn
or modified at any time prior to 4:00 p.m. Eastern Time, on November 30,
2000.
8. Suspension or Postponement of Repurchase Offer. The Fund may suspend or
postpone a Repurchase Offer in limited circumstances, and only by vote of a
majority of the Board of Directors, including a majority of the independent
Directors. These circumstances are limited and include the following:
(a) if the Repurchase would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Internal
Revenue Code;
(b) for any period during which an emergency exists as a result of
which it is not reasonably practicable for the Fund to dispose of
securities it owns or to determine the value of the Fund's net
assets;
(c) during any period in which any market on which the securities owned
by the fund are principally traded is closed (other than customary
week-end and holiday closings), or during any period in which
trading on the market is restricted;
(d) if the shares are listed on a national securities exchange or
quoted in an inter-dealer quotation system of a national securities
association (e.g., NASDAQ) and the Repurchase would cause the
shares to lose that status; or
(e) for any other periods that the Securities and Exchange Commission
permits by order for the protection of shareholders.
You will be notified if the Fund suspends or postpones the Offer. If the Fund
renews the Offer after a suspension or postponement, you will be sent a new
notification.
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9. Tax Consequences. Shareholders should consult their tax advisors regarding
the specific tax consequences, including state and local tax consequences,
of participating in the Offer and should review the tax information in the
Fund's prospectus and statement of additional information. A tender of
shares pursuant to the Offer will be treated as a taxable sale of the shares
if the tender (i) completely terminates the shareholder's interest in the
Fund, (ii) is treated as a distribution that is "substantially
disproportionate" or (iii) is treated as a distribution that is "not
essentially equivalent to a dividend." A "substantially disproportionate"
distribution generally requires a reduction of at least 20% in the
shareholder's proportionate interest in the Fund after all shares are
tendered. A distribution "not essentially equivalent to a dividend" requires
that there be a "meaningful reduction" in the shareholder's interest, which
should be the case if the shareholder has a minimal interest in the Fund,
exercises no control over Fund affairs and suffers a reduction in his or her
proportionate interest. Under these rules, if a shareholder tenders all
shares of the Fund that he or she owns or is considered to own, the
shareholder will realize a taxable sale. If a shareholder tenders less than
all shares of the Fund that he or she owns or is considered to own, the
repurchase may not qualify as an exchange, and the proceeds received may be
treated as a dividend, return of capital or capital gain, depending on the
Fund's earnings and profits and the shareholder's basis in the tendered
shares. If that occurs, there is a risk that non-tendering shareholder's may
be considered to have received a deemed distribution as a result of the
Fund's purchase of tendered shares, and all or a portion of that deemed
distribution may be taxable as a dividend. The Fund intends to take the
position that tendering shareholders will qualify for sale or exchange
treatment. If the transaction is treated as a sale or exchange for tax
purposes, any gain or loss recognized will be treated as a capital gain or
loss by shareholders who hold their shares as a capital asset and as a long-
term capital gain or loss if such shares have been held for more than twelve
months. If the transaction is not treated as a sale or exchange, the amount
received upon a sale of shares may consist in whole or in part of ordinary
dividend income, a return of capital or capital gain, depending on the
Fund's earnings and profits for its taxable year and the shareholder's tax
basis in the shares. In addition, if any amounts received are treated as a
dividend to tendering shareholders, a constructive dividend may be received
by non-tendering shareholders whose proportionate interest in the Fund has
been increased as a result of the tender.
10. Documents in Proper Form. All questions as to validity, form, eligibility
(including time of receipt) and acceptance of tenders of shares will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders of shares determined not to be in appropriate form or to refuse to
accept for payment, purchase or pay for any shares if, in the opinion of the
Fund's counsel, accepting, purchasing or paying for such shares would be
unlawful. The Fund also reserves the absolute right to waive any of the
conditions of the offer or any defect in any tender of shares whether
generally or with respect to any particular share(s) or shareholder(s). The
Fund's interpretations of the terms and conditions of the offer shall be
final and binding. Unless waived, any defects or irregularities in
connection with tenders of shares must be cured within such times as the
Fund shall determine. Tenders of shares will not be deemed to have been made
until the defects or irregularities have been cured or waived. Neither the
Fund, its affiliates, nor any other person is or will be obligated to give
notice of any defects or irregularities in tenders, nor shall any of them
incur any liability for failure to give any such notice.
* * * * *
Neither the Fund nor its Board of Directors makes any recommendation to any
shareholder as to whether to tender or refrain from tendering shares. Each
shareholder must make an independent decision whether to tender Shares and, if
so, how many Shares to tender.
No person has been authorized to make any recommendation on behalf of the Fund
as to whether shareholders should tender Shares pursuant to this Offer. No
person has been authorized to give any information or to make any
representations in connection with the Offer other than those contained herein
or in the Repurchase Procedures. If given or made, such recommendation and such
information and representation may not be relied upon as having been authorized
by the Fund.
For per share net asset value and other information, or for a copy of the
Fund's prospectus, contact your financial consultant or call the Fund at 1-800-
872-8037.
Dated: November 16, 2000
