<PAGE>
FORM N-23C-3
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-8727
--------
2. Date of Notification: September 15, 2000
------------------
3. Exact name of investment company as specified in registration statement:
NORTH AMERICAN SENIOR FLOATING RATE FUND, INC.
4. Address of principal executive office:
286 CONGRESS STREET
C/O AMERICAN GENERAL ASSET MANAGEMENT
BOSTON MA 02210
5. 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
Assistant Treasurer
<PAGE>
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.
September 15, 2000
Dear North American Senior Floating Rate Fund, Inc. Shareholder:
This letter is to announce the monthly tender offer, also referred to as
a repurchase offer, for the North American 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 September 15, 2000, and end
on September 29, 2000. If you wish to redeem shares, your repurchase
request form must be received by 4:00 p.m. on September 29, 2000. All
repurchase request forms received during this period will be processed on
September 29, 2000. Unless you direct otherwise, the longest-held Class C
shares will be repurchased first.
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 or exchange to one of the other North American portfolios,
complete the Repurchase Request Form included with this letter and return
it to North American Funds, P.O. Box 8505, Boston, MA 02266-8505.
All requests to tender shares must be received in good order by the
Fund by 4:00 p.m. September 29, 2000.
If you have any questions, call your financial consultant, or call North
American Funds at 1-800-872-8037.
Sincerely,
North American Funds Shareholder Services
<PAGE>
NORTH AMERICAN 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, less any applicable early withdrawal charge.
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>
<C> <S>
[_] 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>
--------------------------------------------------------------------------------
<TABLE>
<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.
Reason for IRA
Distribution [_] Pre-Exempt [_] Premature [_] Over 59 1/2 years of age
[_] Disability [_] Minimum Distribution
[_] Return of Excess Contribution
--------------------------------------------------------------------------------
</TABLE>
5. *Payment and Delivery Instructions: Please make check payable and mail to:
<TABLE>
<S> <C>
[_] Address of Record [_] Other
_______________________
</TABLE>
* 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.
<TABLE>
<CAPTION>
<S> <C> <C>
6. EXCHANGE TO: $ AMOUNT $ AMOUNT
Int'l Small Cap 904 B 905 C ______ Int'l Equity 786 B 787 C ______
Balanced 251 B 372 C ______ Growth & Income 252 B 302 C ______
Global Equity 247 B 280 C ______ Strategic Income 256 B 329 C ______
Small Cap Growth 323 B 324 C ______ Core Bond 257 B 331 C ______
Mid Cap Growth 901 B 902 C ______ Municipal Bond 277 B 354 C ______
Large Cap Growth 907 B 908 C ______ US Gov't Secs 253 B 307 C ______
Money Market 279 B 373 C ______ Agressive Growth ______
Mid Cap Value 1413 B 1414 C ______ Lifestyle 1435 B 1436 C ______
Science & Moderate Growth
Technology 1448 B 1449 C ______ Lifestyle 1439 B 1440 C ______
Small Cap Index 1421 B 1422 C ______ Conservative ______
Socially Growth
Responsible 1425 B 1426 C ______ Lifestyle 1443 B 1444 C ______
Stock Index 1417 B 1418 C ______ High Yield Bond 1429 B 1430 C ______
Municipal Money
Market 1446 B 899 C ______
Other ______
</TABLE>
7. SIGNATURE(S) of owners Exactly as Registered:
______________________ ____________________ ____________
Signature Signature Date
If you have any questions concerning this form, please call North American
Funds at 1-800-872-8037.
After completing this form, return to: North American Funds
P.O. Box 8505
Boston, MA 02266-8505
<PAGE>
NORTH AMERICAN SENIOR FLOATING RATE FUND, INC.
REPURCHASE OFFER DOCUMENT
1. The Offer. North American 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) less any applicable
early withdrawal charge (described 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 Funds on September 7, 2000 was $9.80 per
Share. The NAV can fluctuate. Please call North American 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
September 29, 2000.
4. Repurchase Pricing Date. The NAV for the repurchase will be determined on
September 29, 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. An early withdrawal charge of up to
3% may be imposed on Class B shares that have been held for less than four
years and 1% on Class C shares that have been held for less than one year.
Please check your shareholdings and the Fund's prospectus.
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 September 29,
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) 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;
(d) 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; 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.
<PAGE>
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 (including an exchange for shares of another
North American Fund) will be treated as a taxable sale or exchange 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 North American
Funds at 1-800-872-8037.
Dated: September 15, 2000
