--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXHIBIT (a)(3)(ii)
OFFER BY
XXX XXXXXX SENIOR FLOATING RATE FUND
TO PURCHASE FOR CASH 15,869,256
OF ITS COMMON SHARES AT
NET ASSET VALUE PER COMMON SHARE
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated July 19,
2002, of Xxx Xxxxxx Senior Floating Rate Fund (the "Trust") and related Letter
of Transmittal pursuant to which the Trust is offering to purchase up to
15,869,256 of its common shares of beneficial interest with par value of $0.01
per share (the "Common Shares") at the net asset value per Common Share ("NAV")
determined as of 5:00 P.M. Eastern Time on the Expiration Date (defined below)
upon the terms and subject to the conditions set forth in the Offer to Purchase
and the related Letter of Transmittal (which together constitute the "Offer").
An "Early Withdrawal Charge" will be imposed on most Common Shares accepted for
payment which have been held for less than one year.
The Offer to Purchase and the related Letter of Transmittal are being
forwarded to you as the beneficial owner of Common Shares held by us for your
account but not registered in your name. A tender of such shares can be made
only by us as the holder of record and only pursuant to your instructions. WE
ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT
USE IT TO TENDER COMMON SHARES WE HOLD FOR YOUR ACCOUNT.
Your attention is called to the following:
(1) The tender price is the NAV determined as of 5:00 P.M. Eastern
Time on the Expiration Date. An "Early Withdrawal Charge" will be imposed
on most Common Shares accepted for payment which have been held for less
than one year.
(2) The Offer is not conditioned upon any minimum number of Common
Shares being tendered, but is subject to certain conditions set forth in
the Offer to Purchase.
(3) The Offer and withdrawal rights expire at 12:00 Midnight Eastern
Time on August 16, 2002, unless extended (the "Expiration Date").
(4) The Offer is for 15,869,256 Common Shares.
(5) Tendering shareholders will not be obligated to pay brokerage
commissions or, subject to Instruction 5 of the Letter of Transmittal,
transfer taxes on the purchase of Common Shares by the Trust pursuant to
the Offer. However, a broker, dealer or selling group member may charge a
fee for processing the transaction on your behalf.
(6) If more than 15,869,256 Common Shares are duly tendered prior to
the expiration of the Offer, the Trust presently intends to, assuming no
changes in the factors originally considered by the Board of Trustees when
it determined to make the Offer and the other conditions set forth in the
Offer, but is under no obligation to, extend the Offer period, if
necessary, and increase the number of Common Shares that the Trust is
offering to purchase to an amount which it believes will be sufficient to
accommodate the excess Common Shares tendered as well as any Common Shares
tendered during the extended Offer period or purchase 15,869,256 Common
Shares (or such greater number of Common Shares sought) on a pro rata
basis.
If you wish to have us tender any or all of your Common Shares, please so
instruct us by completing, executing and returning to us the attached
instruction form. An envelope to return your instructions to us is enclosed. If
you authorize us to tender your Common Shares, all such Common Shares will be
tendered
18 SFR007-07/02
(tear along dotted line)
unless you specify otherwise on the attached instruction form. WE MUST RECEIVE
YOUR INSTRUCTIONS, IF ANY, SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE
(AUGUST 16, 2002) TO PROVIDE US WITH TIME TO PROCESS SUCH INSTRUCTIONS AND
FORWARD THEM TO THE DEPOSITARY SO THAT THE DEPOSITARY WILL RECEIVE THEM ON OR
PRIOR TO SUCH EXPIRATION DATE. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT EASTERN TIME ON AUGUST 16, 2002, UNLESS THE OFFER IS EXTENDED.
The Trust is not making the Offer to, nor will it accept tenders from or on
behalf of, owners of Common Shares in any jurisdiction in which the Offer or its
acceptance would violate the securities, Blue Sky or other laws of such
jurisdiction. In any jurisdiction the securities or Blue Sky laws of which
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on the Trust's behalf by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
-------------------------------------------------------------------------------
INSTRUCTIONS
WITH RESPECT TO OFFER BY
XXX XXXXXX SENIOR FLOATING RATE FUND
TO PURCHASE FOR CASH 15,869,256
OF ITS COMMON SHARES AT
NET ASSET VALUE PER COMMON SHARE
THIS FORM IS NOT TO BE USED TO TENDER COMMON SHARES DIRECTLY TO THE
DEPOSITARY. IT SHOULD BE SENT TO YOUR BROKER ONLY IF YOUR BROKER IS THE HOLDER
OF RECORD OF YOUR COMMON SHARES AND WILL BE EFFECTING THE TENDER ON YOUR BEHALF.
IT SHOULD BE SENT TO SUCH BROKER SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE
(AUGUST 16, 2002) TO PROVIDE THE BROKER WITH TIME TO PROCESS THESE INSTRUCTIONS
AND FORWARD THEM TO THE DEPOSITARY SO THAT THE DEPOSITARY WILL RECEIVE THEM ON
OR PRIOR TO THE EXPIRATION DATE (AUGUST 16, 2002).
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated July 19, 2002, and the related Letter of Transmittal
(which together constitute the "Offer"), in connection with the offer by Xxx
Xxxxxx Senior Floating Rate Fund (the "Trust") to purchase 15,869,256 common
shares of beneficial interest with par value of $0.01 per share (the "Common
Shares") at the net asset value per Common Share determined as of 5:00 P.M.
Eastern Time on the Expiration Date on the terms and subject to the conditions
of the Offer. The undersigned acknowledges that an "Early Withdrawal Charge"
will be imposed on most Common Shares accepted for payment which have been held
for less than one year.
The undersigned hereby instructs you to tender to the Trust the number of
Common Shares indicated below (or, if no number is indicated below, all Common
Shares) which are held by you for the account of the undersigned, upon the terms
and subject to the conditions of the Offer. The undersigned hereby agrees to be
bound by the terms and subject to the conditions set forth in the Offer.
Aggregate number of Common Shares to be tendered
(fill in number below):
______ Common Shares
Unless otherwise indicated above, it will be assumed that all of the Common
Shares held for the account of the undersigned are to be tendered.
SIGNATURE(S)
----------------------------------------------------------------------
......................................................................
......................................................................
(SIGNATURES(S) OF BENEFICIAL OWNERS)
......................................................................
(ACCOUNT NUMBER)
......................................................................
(PLEASE PRINT NAME(S) AND ADDRESSES HERE)
......................................................................
(AREA CODE AND TELEPHONE NUMBER)
......................................................................
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
----------------------------------------------------------------------
Date:
----------------------------------------------------
ARROW 18 SFR008-07/02
(tear along dotted line)
--
