As filed with the Securities and Exchange Commission on August 4, 1999
1933 ACT FILE NO.
1940 ACT FILE NO. 811-8727
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM N-2
(Check appropriate box or boxes)
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]
AND/OR
REGISTRATION STATEMENT
Under
THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 5 [X]
North American Senior Floating Rate Fund, Inc.
----------
(Exact name of registrant as specified in Charter)
125 High Street
Boston, Massachusetts 02110
----------
(Address of Principal Executive Officers)
Registrant's telephone number,
including area code
(617) 946-0600
----------
Bradford K. Gallagher,
President
North American Senior Floating Rate Fund, Inc.
125 High Street
Boston, Massachusetts 02110
----------
(Name and Address of agent for service)
Copies to:
Ruth S. Epstein, Esquire
Covington & Burling
1201 Pennsylvania Avenue, N.W.
P.O. Box 7566
Washington, D.C. 20044-7566.
Approximate Date of Public Offering: As soon as practicable after the effective
date of this registration statement.
If any of the securities being registered on this Form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [X]
It is proposed that this filing will become effective:
[ ] when declared effective pursuant to section 8 (c).
[ ] immediately upon filing pursuant to paragraph (b).
[ ] on (date) pursuant to paragraph (b).
[X] 60 days after filing pursuant to paragraph (a).
[ ] on (date) pursuant to paragraph (a) of Rule 486.
[ ] This post-effective amendment designates a new effective date for a
previously filed registration statement.
[ ] This Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is ______.
================================================================================
<PAGE>
This registration incorporates a combined prospectus pursuant to Rule 429, which
relates to earlier registration statements filed by the Registrant on August 6,
1998 and March 29, 1999 (See File No. 333-49273) and April 13, 1999 (See File
No. 333-76157). This prospectus will also be used in connection with sales of
securities registered by the Registrant under those registration statements.
This registration statement and the registration statements amended hereby will
be collectively referred to as the "Registration Statement."
CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount Maximum Maximum Amount of
Being Offering Price Aggregate Registration
Title of Securities Being Registered Registered Per Share Offering Price Fee (1)
<S> <C> <C> <C> <C>
Class B Common Stock 0 0 0 0
Class C Common Stock 10,000,000 $10.01 $100,100,000 $27,827.80
---------- ------ ------------ ----------
Total 10,000,000 $10.01 $100,100,000 $27,827.80(2)
---------- ------ ------------ ----------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, based on net asset
value per share as of July 26, 1999.
(2) The amount of the registration fee does not include $16,418.60 and $7,234.57
which has been previously paid to the Commission for registration fees
relating to 5,693,401.33 Class B shares and 2,602,362.5 Class C shares
previously registered (see File No. 333-49273 and File No. 333-76157) and
unsold as of July 26, 1999.
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
The Registrant's Prospectus and Statement of Additional Information as filed
with the Securities and Exchange Commission in the Registration Statement on
Form N-2 on April 13, 1999 (File No. 333-76157), and the supplements to the
Registrant's Prospectus dated April 22, 1999, April 30, 1999, May 28, 1999, June
30, 1999 and July 31, 1999 and filed with the Commission under Rule 497 are
hereby incorporated by reference.
<PAGE>
August 13, 1999
SUPPLEMENT TO PROSPECTUS FOR
NORTH AMERICAN SENIOR FLOATING RATE FUND
Dated April 13, 1999
This supplement contains important information about a change in the Fund's
Class C shares, effective August 13, 1999.
Class C shares purchased on or after August 13, 1999 will not convert into
Class A shares. Class C shares purchased prior to August 13, 1999 will continue
to convert into Class A shares after 10 years as described in the Prospectus.
If you tender your Class C shares for repurchase or exchange in one of the
Fund's monthly repurchase offers, Class C shares will be repurchased in order of
the date purchased, with the shares purchased earliest being repurchased first,
unless you specifically request that specific shares be repurchased.
If you participate in the Fund's Dividend Reinvestment Plan and you own
Class C shares purchased before August 13, 1999 (converting Class C shares),
shares purchased through the reinvestment of dividends and distributions paid on
those converting Class C shares will be considered to be held in a separate
sub-account. Each time converting Class C shares in your Fund account (other
than shares in the sub-account) convert to Class A shares, a pro rata portion of
the Class C shares in the sub-account will also convert to Class A shares. Class
C shares purchased through the reinvestment of dividends and distributions paid
on Class C shares purchased on or after August 13, 1999 will not convert to
Class A shares.
The above information should be read in connection with the description of
Class C shares in the following places in the Prospectus: the second to last
paragraph under the heading "Fund Expenses" on page 3; under the sub-headings
"Class C shares" and "Automatic Conversion" on page 6; under the sub-headings
"Class C shares," "Conversion Feature," and "Factors for Consideration" on pages
21-22; any other discussion of the conversion of Class C shares to Class A
shares in this Prospectus.
The following table replaces the table appearing on page one of the
Prospectus:
================================================================================
<TABLE>
<CAPTION>
PRICE TO PROCEEDS TO
PUBLIC(1) SALES LOAD(2) FUND(3)
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Per Class B Share $ 10.01 None $ 10.01
- -------------------------------------------------------------------------
Per Class C Share $ 10.01 None $ 10.01
Total $183,040,596 None $183,040,596
=========================================================================
</TABLE>
(1) The shares are offered on a best efforts basis at a price equal to net asset
value, which as of July 26, 1999 was $10.01 per share.
(2) Class B and Class C shares are subject to an Early Withdrawal Charge and
asset-based Distribution and Service Fees.
(3) Assuming the sale of shares currently registered but unsold as of July 26,
1999, at a price of $10.01 per share, and exclusion of approximately
$272,500 organizational and initial offering expenses payable by the Fund.
These expenses will be amortized over the one year period beginning August
31, 1998, the date the Fund commenced investment operations, and charged
against the Fund's income. Expenses of registering additional shares of the
Fund, in the amount of approximately $120,000, are charged against the
Fund's income on an ongoing basis, subject to expense reimbursements.
The following paragraph is added after the last paragraph appearing under
the heading "Distribution Expenses" on page 25 of the Prospectus:
The compensation paid to securities dealers and the principal underwriter
paid at the time of the purchase, the trail commissions described in the
Prospectus, and the early withdrawal charge paid to securities dealers and
the principal underwriter, if any, in connection with this offering will
not exceed 9% of the aggregate offering price, unless the National
Association of Securities Dealers permits.
<PAGE>
The following paragraph is added after the first paragraph appearing under
the heading "Description of Shares" on page 29 of the Prospectus:
Class C shares purchased on or after August 13, 1999 are a new series of
Class C shares designated as "New Class C Common Stock." Shares of New
Class C Common Stock do not convert automatically to Class A shares. In all
other respects they are identical to all other Class C shares as described
in the Prospectus.
The following table, which sets forth information as of July 26, 1999,
replaces the table appearing on page 30 of the Prospectus:
================================================================================
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Amount
Outstanding
Amount Held by Exclusive of
Registrant or for its Amount Shown
Title of Class Amount Authorized Account Under (3)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A 400,000,000 shares None None
- ---------------------------------------------------------------------------------
Class B 300,000,000 shares None 2,316,598
- ---------------------------------------------------------------------------------
Class C 300,000,000 shares None 9,397,637
=================================================================================
</TABLE>
<PAGE>
August 13, 1999
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION FOR
NORTH AMERICAN SENIOR FLOATING RATE FUND
Dated April 13, 1999
The information below should be read in connection with the description of
Class C shares on page 18 and any other discussion of the conversion of Class C
shares to Class A shares in this Statement of Additional Information.
Class C shares purchased on or after August 13, 1999 will not convert into
Class A shares. Class C shares purchased prior to August 13, 1999 will continue
to convert into Class A shares after 10 years as described in the Prospectus.
If you tender your Class C shares for repurchase or exchange in one of the
Fund's monthly repurchase offers, Class C shares will be repurchased in order of
the date purchased, with the shares purchased earliest being repurchased first,
unless you specifically request that specific shares be repurchased.
If you participate in the Fund's Dividend Reinvestment Plan and you own
Class C shares purchased before August 13, 1999 (converting Class C shares),
shares purchased through the reinvestment of dividends and distributions paid on
converting Class C shares will be considered to be held in a separate
sub-account. Each time converting Class C shares in your Fund account (other
than shares in the sub-account) convert to Class A shares, a pro rata portion of
the Class C shares in the sub-account will also convert to Class A shares. Class
C shares purchased through the reinvestment of dividends and distributions paid
on Class C shares purchased on or after August 13, 1999 will not convert to
Class A shares.
<PAGE>
- --------------------------------------------------------------------------------
PART C
- --------------------------------------------------------------------------------
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
INCORPORATED BY
REFERENCE IN PART A: Financial Highlights
INCORPORATED BY
REFERENCE IN PART B: (i) Portfolio of Investments, December 31, 1998
(ii) Statement of Assets and Liabilities,
December 31, 1998
(iii) Statement of Operation - for the period
August 31, 1998 through December 31, 1998
(iv) Statement of Changes in Net Assets - for the
period August 31, 1998 through December 31,
1998
(v) Statement of Cash Flows - for the period
August 31, 1998 through December 31, 1998
(vi) Notes to Financial Statements
(2) EXHIBITS:
<TABLE>
<S> <C>
(a)(1) Articles of Incorporation*
(a)(2) Articles Supplementary****
(b) By-Laws***
(c) Not applicable
(d) Not applicable
(e) Form of Dividend Reinvestment Plan***
(f) Not applicable
(g)(1) Form of Advisory Agreement***
(g)(2) Form of Sub-Advisory Agreement***
(h)(1) Form of Distribution Agreement***
(h)(2) Form of Dealer Agreement***
(i) Not applicable
(j) Form of Custodian Agreement***
(k) Form of Administration Agreement***
(l) Opinion and Consent of Counsel****
(m) Not applicable
</TABLE>
<TABLE>
<S> <C>
(n) Consent of Independent Auditors****
(o) Not applicable
(p) Investment Letter*
(q) Form of Model Retirement Plan*
(r) Not Applicable
(s)(1) Distribution Plan--Class A Shares***
(s)(2) Distribution Plan--Class B Shares***
(s)(3) Distribution Plan--Class C Shares***
(s)(4) Amended and Restated Multi-class Plan****
(z)(1) Power of Attorney of Bradford K.
Gallagher**
(z)(2) Power of Attorney of William F. Devin**
(z)(3) Power of Attorney of William F.
Achtmeyer**
(z)(4) Power of Attorney of Kenneth J. Lavery**
(z)(5) Power of Attorney of Arthur S. Loring***
</TABLE>
*Filed as an exhibit to Amendment No. 2 to Registration Statement on Form N-2
of Registrant, filed August 6, 1998 (File No. 333-49273), incorporated by
reference herein.
**Filed as an exhibit to Registration Statement on Form N-2 of Registrant,
filed April 3, 1998 (File No. 333-49273), incorporated by reference
herein.
***Filed as an exhibit to Amendment No. 1 to Registration Statement on Form
N-2 of Registrant, filed July 20, 1998 (File No. 333-49273), incorporated by
reference herein.
****Filed herewith.
ITEM 25. MARKETING ARRANGEMENTS
Not Applicable.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses incurred in
connection with the issuance and distribution of additional shares:
<TABLE>
<S> <C>
Registration fees ............................................ $28,000
National Association of Securities Dealers, Inc. fees ........ 10,000*
Printing and engraving expenses .............................. 17,000
Fees and expenses of qualification under state securities
laws (excluding fees of counsel) ...........................
Accounting fees and expenses ................................. 2,500*
Legal fees and expenses ...................................... 10,000
</TABLE>
*The Registrant's investment adviser, CypressTree Asset Management
Corporation, Inc. will pay these expenses in lieu of the Registrant.
<PAGE>
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
<S> <C>
Class A Common Stock 0
Class B Common Stock 518
Class C Common Stock 1869
</TABLE>
ITEM 29. INDEMNIFICATION
The Registrant's Articles of Incorporation and By-Laws contain provisions
limiting the liability, and providing for indemnification, of the Directors and
officers under certain circumstances. Article IX of the Fund's Articles of
Incorporation, filed as Exhibit a to this Registration Statement, and Article
VIII of the Fund's By-Laws, filed as Exhibit b to this Registration Statement,
provide that the Fund shall indemnify its present and past Directors and
officers, and may indemnify its employees and agents to the maximum extent
permitted by applicable law (including Maryland law and the 1940 Act). Section
2-418(b) of the Maryland General Corporation Law ("Maryland Code") permits the
Fund to indemnify its Directors unless it is established that the act or
omission of the Director was material to the matter giving rise to the
preceding, and (a) the act or omission was committed in bad faith or was the
result of active and deliberate dishonesty; (b) the Director actually received
an improper personal benefit in money, property or services or; or (c) in the
case of any criminal proceeding, the Director had reasonable cause to believe
the act or omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements and reasonable expenses incurred by the Director
in connection with a proceeding, in accordance with the Maryland Code. Pursuant
to Section 2-418(j)(1) and Section 2-418(j)(2) of the Maryland Code, the Fund is
permitted to indemnify its officers, employees and agents to the same extent as
its Directors. The provisions set forth above apply insofar as consistent with
Section 17(h) of the 1940 Act, which prohibits indemnification of any Director
or officer of the Fund against any liability to the Fund or its shareholders to
which such director or officer otherwise would be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Refer to the information set forth under the captions "Management of the
Fund" in the Prospectus and "Advisory, Administrative and Distribution Services"
in the Statement of Additional Information constituting Parts A and B,
respectively, of this Registration Statement, which summary is incorporated
herein by reference. For information as to the business, profession, vocation or
employment of a substantial nature of each director or officer of the adviser or
subadviser, reference is made to the respective Form ADV, as amended, filed
under the Investment Advisers Act of 1940.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder will be in the possession and custody of the
Registrant's custodian, and transfer agent, with the exception of certain
corporate documents and portfolio trading documents which are in the possession
and custody of CAM or CypressTree, 125 High Street, Boston, Massachusetts.
Registrant is informed that all applicable accounts, books and documents
required to be maintained by registered investment advisers are in the custody
and possession of Cypress Holding Company and CypressTree.
ITEM 32. MANAGEMENT SERVICES
None.
<PAGE>
ITEM 33. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1)(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(1) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(b) that, for the purpose of determining any liability under the 1993
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of those securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(2) To send by first class mail or other means designed to ensure equally
prompt delivery, within two business days of receipt of a written or
oral request, any Statement of Additional Information.
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933 and 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 Boston and Commonwealth of Massachusetts on the 3rd
day of August, 1999.
North American Senior Floating Rate
Fund, Inc.
By:
/s/ Bradford K. Gallagher*
Bradford K. Gallagher
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Bradford K. Gallagher* Director;
- --------------------------
Bradford K. Gallagher Chief Executive Officer August 3, 1999
/s/ William F. Devin*
- --------------------------
William F. Devin Director August 3, 1999
/s/ William F. Achtmeyer*
- --------------------------
William F. Achtmeyer Director August 3, 1999
/s/ Kenneth J. Lavery*
- --------------------------
Kenneth J. Lavery Director August 3, 1999
/s/ Arthur S. Loring*
- --------------------------
Arthur S. Loring Director August 3, 1999
/s/ Paul F. Foley* Principal Financial and
- --------------------------
Paul F. Foley Accounting Officer August 3, 1999
</TABLE>
*BY /s/ John I. Fitzgerald, Attorney-in-Fact (pursuant to Power of Attorney
filed as an exhibit to Amendment No. 1 to Registration Statement on Form
N-2 of Registration, filed July 20, 1998), File No. 333-49273.
<PAGE>
NORTH AMERICAN SENIOR FLOATING RATE FUND, INC.
REGISTRATION STATEMENT
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
EX-99.2(a)(2) Articles Supplementary
EX-99.2(l) Opinion and Consent of Counsel
EX-99.2(m) Consent of Independent Auditors
EX-99.2(s)(4) Amended and Restated Multiclass Plan
</TABLE>
EXHIBIT 99.2(a)(2)
ARTICLES SUPPLEMENTARY
OF
NORTH AMERICAN SENIOR FLOATING RATE FUND, INC.
North American Senior Floating Rate Fund, Inc., a Maryland corporation
having a principal office in Baltimore, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: In accordance with Article V of the Charter of the Corporation and
the Maryland General Corporation Law, the Board has reclassified 250,000,000 of
the unissued shares of its Class C Common Stock (par value $0.01per share) into
a new series of Class C Common Stock designated as New Class C Common Stock by
changing the conversion feature for New Class C Common Stock as follows:
Shares of New Class C Common Stock shall not be automatically convertible
into Class A shares. The designations, preferences, other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or conditions
of redemption for Class C Common Stock designated as New Class C Common Stock
shall in all other respects be the same as those of Class C Common Stock.
IN WITNESS WHEREOF, North American Senior Floating Rate Fund, Inc. has
caused these presents to be signed in its name and on its behalf by its
President and witnessed by its Secretary on July 30, 1999.
<TABLE>
<S> <C>
WITNESS: NORTH AMERICAN SENIOR
FLOATING RATE FUND, INC.
/s/ John I. Fitzgerald /s/ Bradford K. Gallagher
- ----------------------------- By: -----------------------------
John I. Fitzgerald Bradford K. Gallagher
</TABLE>
THE UNDERSIGNED, President of the North American Senior Floating Rate Fund,
Inc., who executed on behalf of the Corporation Articles Supplementary of which
this Certificate is made a part, hereby acknowledges in the name and on behalf
of said Corporation the foregoing Articles Supplementary to be in the corporate
act of said Corporation and hereby certifies that the matters and facts set
forth herein with respect to the authorization and approval thereof are true in
all material respects under the penalties of perjury.
/s/ Bradford K. Gallagher
-----------------------------
Bradford K. Gallagher
EXHIBIT 99.2(l)
[Covington & Burling Letterhead]
August 3, 1999
North American Senior Floating Rate Fund, Inc.
125 High Street
Boston, MA 02110
Ladies and Gentlemen:
This opinion is being furnished to you in connection with the registration
by North American Senior Floating Rate Fund, Inc., a Maryland corporation (the
"Company"), of an additional 10,000,000 shares of Class C common stock, $0.01
par value per share, of the Company (collectively, the "Shares"), pursuant to a
registration statement filed by the Company on Form N-2 under the Securities Act
of 1933 (the "Registration Statement").
We have acted as counsel to the Company in connection with the offer and
sale of the Shares. We have examined signed copies of the Registration
Statement, and the exhibits thereto, all as filed with the Commission. We also
have examined and relied on copies of minutes of the Board of Directors of the
Company.
Based on the foregoing, it is our opinion that, subject to the
effectiveness of the Company's Articles Supplementary filed with the Maryland
Department of Assessments and Taxation on August 2, 1999, the Shares to be
issued and sold by the Company pursuant to the Registration Statement have been
duly authorized and, upon issuance in accordance with the terms set forth in the
Registration Statement and on receipt of the consideration specified, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
COVINGTON & BURLING
EXHIBIT 99.2(m)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form N-2 of North American Senior Floating Rate Fund, Inc. (1940 Act File No.
811-8727) of our report dated February 24, 1999 relating to North American
Senior Floating Rate Fund, Inc., which is included in the Statement of
Additional Information, which is incorporated by reference in such Registration
Statement.
We also consent to the reference to our Firm under the heading "Financial
Highlights" in the Prospectus and the heading "Auditors and Financial
Statements" in the Statement of Additional Information, both of which are
incorporated by reference in the Registration Statement.
DELOITTE & TOUCHE LLP
August 3, 1999
Boston, Massachusetts
EXHIBIT 99.2(s)(4)
NORTH AMERICAN SENIOR FLOATING RATE FUND, INC.
MULTICLASS PLAN
July 30, 1999
I. Background
This amended and restated plan (the "Plan") pertains to the issuance by the
North American Senior Floating Rate Fund, Inc. (the "Fund") of multiple classes
of shares of common stock and is being adopted by the Fund pursuant to an order
of the Securities and Exchange Commission (the "SEC") granting exemptive relief
from certain provisions of Section 18 of the Investment Company Act of 1940, as
amended (the "1940 Act"). The Plan amends and restates the Fund's previous
Multiclass Plan (dated June 23, 1998) in order to modify the conversion feature
of newly issued shares of the Fund's Class C shares, as described herein. The
Plan does not effect any other changes to the Fund's existing multiple class
structure including its distribution/service arrangements and expense
allocation. These distribution/service arrangements and expense allocations,
along with other features of the Fund's multiclass structure, are set forth
below. Reference should be made to the Fund's prospectus for further information
about the Fund's multiple class structure.
This plan replaces and supersedes in its entirety the North American Senior
Floating Rate Fund Multiclass Plan, dated June 23, 1998.
II. Creation of Classes
The Fund's Articles of Incorporation authorize the Fund to issue multiple
classes of shares, and specifically provide for three classes of shares,
designated "Class A" shares, "Class B" shares and "Class C" shares.
III. Sales Charges
Class A shares may be offered for sale at net asset value per share plus a
front end sales charge. Certain purchases of Class A shares may qualify for a
waived or reduced front end sales charge. In addition, purchases of Class A
shares above a certain dollar amount may be offered for sale at net asset value
subject to an early withdrawal charge (1% of the dollar amount subject thereto
during the first year after purchase). Class A shares are offered upon
conversion of Class B shares at net asset value per share, with no sales charge.
Class B shares may be offered at net asset value per share without a front
end sales charge but are subject to an early withdrawal charge ("EWC")
(currently 3% of the dollar amount subject thereto (which is original purchase
price or repurchase price, whichever is lower) during the first year after
purchase, and declining to 2.5% the second year, 2% the third year, 1% the
fourth year, and 0% thereafter).
Class C shares may be sold at net asset value per share without a front end
sales charge but subject to an EWC of 1% of the dollar amount subject thereto
(which is original purchase price or repurchase price, whichever is lower) on
repurchases made within one year of purchase.
The EWC for each class of shares is assessed in compliance with the
principles of Rule 6c-10 under the 1940 Act.
The sales charges on all classes of shares are subject to reduction or
waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the
Fund's prospectus.
IV. Distribution and Service Fees
According to a distribution plan adopted pursuant to procedures similar to
those applicable under Rule l2b-1 under the 1940 Act ("Rule 12b-1"), Class A
shares are subject to a service fee of up to 0.25% of average daily net assets.
According to a distribution plan adopted pursuant to procedures similar to
those applicable under Rule 12b-1, Class B shares are subject to a service fee
of up to 0.25% of average daily net assets and a distribution fee of up to 0.50%
of average daily net assets.
According to a distribution plan adopted pursuant to procedures similar to
those applicable under Rule 12b-1, Class C shares are subject to a service fee
of up to 0.25% of average daily net assets and a distribution fee of up to 0.50%
of average daily net assets.
<PAGE>
V. Exchange and Conversion Features
Shares of a particular class of the Fund are exchangeable for shares of
portfolios of the North American Funds of the same class as set forth in the
Fund's prospectus. Shareholders of the Fund whose shares are repurchased in a
monthly repurchase offer may exchange those shares for shares of the same class
of certain portfolios of the North American Funds. Exchanges will be at relative
net asset value, without the imposition of any front end sales charge. No EWC
will be imposed on shares of the Fund making such an exchange. However, Class B
and Class C shareholders will be subject to a contingent deferred sales charge
("CDSC") on any North American Funds shares acquired equivalent to the EWC on
the Fund shares exchanged. The time of purchase for computing the CDSC periods
will be deemed the time of the initial purchase of Fund shares.
Shareholders of the North American Funds will have such privilege of
exchanging their shares for shares of the Fund as is described in the North
American Funds Prospectus. Generally, shareholders of a class of the North
American Funds may exchange their shares for shares of the same class of the
Fund, at relative net asset value and without imposition of any front end sales
charge. These shareholders will become subject to the EWC on Fund shares
applicable to the particular class exchanged, and will be deemed to have
purchased Fund shares at the time of the initial purchase of North American Fund
shares.
Class B shares are convertible into Class A Shares as follows: On the
eighth anniversary of the first business day of the month following the month in
which Class B Common Stock shares were purchased by a stockholder, such Class B
Common Stock shares (as well as a pro rata portion of any Class B Common Stock
shares purchased through the reinvestment of dividends and other distributions
paid in respect of all Class B Common Stock shares held by such stockholder)
shall automatically convert, based upon relative net asset value, to Class A
Common Stock shares without the imposition of any salesload, fee or other
charge; provided, however, that such conversion shall be subject to the
continuing availability of an opinion of counsel to the effect that the
conversion of the Class B Common Stock shares does not constitute a taxable
event under federal income tax law. The Board of Directors, in its sole
discretion, may suspend the conversion of Class B Common Stock shares if such
opinion is no longer available. Upon conversion, these shares will no longer be
subject to the service and distribution fee of Class B shares.
All Class C shares designated as shares of New Class C Common Stock have no
automatic conversion feature. All other shares of Class C Common Stock ("Old
Class C Shares") are convertible into Class A shares as follows: On the tenth
anniversary of the first business day of the month following the month in which
Old Class C shares were purchased by a stockholder, such Old Class C Common
Stock shares (as well as a pro rata portion of any Class C Common Stock shares
purchased through the reinvestment of dividends and other distributions paid in
respect of all Old Class C Common Stock shares held by such stockholder) shall
automatically convert, based upon relative net asset value, to Class A shares
without the imposition of any salesload, fee or other charge; provided, however,
that such conversion shall be subject to the continuing availability of an
opinion of counsel to the effect that the conversion of such Class C Common
Stock shares does not constitute a taxable event under federal income tax law.
The Board of Directors, in its sole discretion, any suspend the conversion of
Class C Common Stock shares if such opinion is no longer available. Upon
conversion, these shares will no longer be subject to the service and
distribution fee of Class C shares.
There are no automatic conversion features for Class A shares.
VI. Allocation of Expenses
Expenses of the Fund are borne by the various classes of the Fund on the
basis of relative net assets. The fees identified as "class expenses" (see
below) are to be allocated to each class based on actual expenses incurred, to
the extent that such expenses can properly be so allocated. To the extent that
such expenses cannot be properly allocated, such expenses are to be borne by all
classes on the basis of relative net assets.
The following are "class expenses":
(i) transfer and shareholder servicing agent fees and shareholder
servicing costs;
(ii) printing and postage expenses related to preparing and distributing
to the shareholders of a specific class materials such as shareholder
reports, prospectuses and proxies;
(iii) Blue Sky and SEC registration fees incurred by a class;
(iv) professional fees relating solely to such class;
(v) Directors' fees, including independent counsel fees, relating to one
class; and
(vi) shareholder meeting expenses for meetings of a particular class.
<PAGE>
VI. Voting Rights
All shares of the Fund have equal voting rights and will be voted in the
aggregate, and not by class, except where voting by class is required by law or
where the matter involved affects only one class.
VII. Amendments
No material amendment to this Plan may be made unless it is first approved
by a majority of both (a) the full Board of Directors of the Fund and (b) those
Directors who are not interested persons of the Fund, as that term is defined in
the 1940 Act.
