FORM OF POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Alice T. Kane, John I. Fitzgerald, and Nori Gabert, and each of them his or her
true and lawful attorney-in-fact as agent with full power of substitution and
resubstitution of him or in his or her name, place, and stead, to sign any and
all registration statements on Form N-14 applicable to the North American Senior
Floating Rate Fund, Inc. and any amendment or supplement thereto, and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause
to be done by virtue hereof.


Dated:  _____________, 2001


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          Alice T. Kane                            Gustavo E. Gonzales, Jr.


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        William F. Devin                             John E. Maupin, Jr.


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       Kenneth J. Lavery                                Ben H. Love


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     Joseph T. Grause, Jr.                            Timothy J. Ebner


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        Judith L. Craven                              Thomas J. Brown