<PAGE>
FORM N-23C-3
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-8309
--------
Date of Notification: April 14, 2000
--------------
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: T. Brown
Assistant Treasurer
<PAGE>
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.
- --------------------------------------------------------------------------------
April 14, 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 April 14, 2000, and end on April
28, 2000. If you wish to redeem shares, your repurchase request form must be
received by 4:00 p.m. on April 28, 2000. All repurchase request forms received
during this period will be processed on April 28, 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 Funds, P.O. Box 8360, Boston, MA 02266-8360.
All requests to tender shares must be received in good order
by the Fund by 4:00p.m. April 28, 2000.
If you have any questions, call your financial consultant, or call CypressTree
Funds at 1-800-860-5575.
Sincerely,
CypressTree Funds Shareholder Services
<PAGE>
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> <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.
<CAPTION>
<S> <C>
Federal Income Tax Withholding [_] I do not want federal income tax withheld from my distribution.
[_] Withhold ______% of my distribution for federal income tax.
<CAPTION>
<S> <C> <C> <C>
Reason for IRA Distribution [_] Pre-Exempt [_] Premature [_] Over 591/2 years of age
[_] Disability [_] Minimum Distribution
[_] Return of Excess Contribution
</TABLE>
5. *PAYMENT AND DELIVERY INSTRUCTIONS: Please make check payable and mail to:
[_] Address of Record [_] Other
--------------------------
--------------------------
--------------------------
* 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:
- ----------------------------- ------------------
Date
- -----------------------------
If you have any questions concerning this form, please call CypressTree Funds at
1-800-860-5575.
After completing this form, return to:
CypressTree Funds
P.O. Box 8360
Boston, MA 02266-8360
<PAGE>
CYPRESSTREE SENIOR FLOATING RATE FUND, INC.
REPURCHASE OFFER DOCUMENT
1. The Offer. CypressTree (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 April 10, 2000 was $9.80 per Share.
---------------
The NAV can fluctuate. Please call CypressTree at 1-800-860-5575 for
current price information. The Fund's shares are not traded on any
organized market.
3. Rurchase 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
April 28, 2000.
4. Repurchase Pricing Date. The NAV for the repurchase will be determined on
-----------------------
April 28, 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 April 28, 2000.
<PAGE>
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
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) for any other periods that the Securities and Exchange Commission
permits by order for the protection of shareholders;
(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) during any period in which any market on which the shares are
principally traded is closed, or during any period in which trading on
the market is restricted.
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.
9. Tax Consequences. Shareholders should consult their tax advisors regarding
------------------
the specific tax consequences, including state and local tax consequences, of
participating in the repurchase. A tender of shares pursuant to the repurchase
offer will be treated as a taxable sale of the Shares. 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 would be treated as a capital gain or loss by
shareholders that hold their Shares as a capital asset.
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 CypressTree Funds at
1-800-860-5575.
Dated: April 14, 2000
