AMENDMENT TO
                                  BY-LAWS OF
                NORTH AMERICAN SENIOR FLOATING RATE FUND, INC.

                                 January 2001

     WHEREAS, the Board of Directors of the North American Senior Floating Rate
Fund, Inc. ("Fund") elected to make certain modifications to the By-laws;

     NOW THEREFORE, pursuant to Article IX of the By-laws, the Board of
Directors of the Fund approved that the following section of the By-laws be
modified as set forth below:

     1.  Article II, Section 9 of the Fund's By-laws be, and it hereby is
amended to state as follows:

         Section 9.  At all meetings of shareholders, every shareholder of
         record entitled to vote at that meeting shall be entitled to vote at
         the meeting either in person or by proxy appointed by instrument in
         writing subscribed by the shareholder or his or her duly authorized
         attorney. The placing of a shareholder's name on a proxy pursuant to
         telephone or electronically transmitted instructions obtained pursuant
         to procedures reasonably designed to verify that such instructions have
         been authorized by such shareholder shall constitute execution of such
         proxy by or on behalf of such shareholder. No proxy shall be valid
         after eleven (11) months from its date, unless otherwise provided in
         the proxy. At all meetings of the shareholders, unless the voting is
         conducted by inspectors, all questions relating to the qualification of
         voters and the validity of proxies and the acceptance or rejection of
         votes shall be decided by the Chairman of the meeting.