FORM OF
                NORTH AMERICAN SENIOR FLOATING RATE FUND, INC.
                                MULTICLASS PLAN

                  Amended and Restated as of January 22, 2001

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
amended and restated Multiclass Plan (dated July 30, 1999) in order to reflect
the addition of a new Class of shares designated "Class D" shares.  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, amended and restated as of July 30, 1999.

II.   Creation of Classes

     The Fund's Articles of Incorporation authorize the Fund to issue multiple
classes of shares, and the Board of Directors of the Corporation has authorized
four classes of shares, designated "Class A" shares, "Class B" shares, "Class C"
shares, and "Class D" 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.

     Class D shares may be sold at net asset value per share without a front end
sales charge or EWC.

     The EWC for each class of shares, as applicable, is assessed in compliance
with the principles of Rule 6c-10 under the 1940 Act.

     The sales charges on any class 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.

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 (provided that for this purpose, both Class D and Class A
shares of the Fund shall be exchangeable for Class A shares of the North
American Funds).  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 or Class D 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.

VII.  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.

VIII. 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.