NORTH AMERICAN SENIOR FLOATING RATE FUND INC
497, 1999-09-30
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                                                                 August 18, 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 18, 1999.

     Class C shares purchased on or after August 18, 1999 will not convert into
Class A shares. Class C shares purchased prior to August 18, 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 18, 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 com-menced 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 8% 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 18, 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 18, 1999 will not convert into
Class A shares. Class C shares purchased prior to August 18, 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 18, 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 18, 1999 will not convert to
Class A shares.


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