UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
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(Name of Registrant as Specified In Its Charter)
The New America High Income Fund, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET
BOSTON, MASSACHUSETTS 02109
February 27, 2004
Dear Stockholder:
You are cordially invited to attend the 2004 Annual Meeting of Stockholders
(the "Annual Meeting") of The New America High Income Fund, Inc., a Maryland
corporation, to be held at the offices of Goodwin Procter LLP, Exchange Place,
53 State Street, Boston, Massachusetts 02109, on Friday, April 30, 2004 at
10:00 a.m. local time.
We hope that you will be able to attend the Annual Meeting. Whether or not
you plan to attend the Annual Meeting and regardless of the number of shares you
own, it is important that your shares be represented. You are urged to complete,
sign and date the enclosed proxy card and return it in the enclosed postage-paid
envelope or vote your shares via the Internet or by touch-tone telephone. Please
act promptly to assure that your shares are represented at the Annual Meeting.
Sincerely,
/s/ Robert F. Birch
Robert F. Birch
PRESIDENT
IMPORTANT
PLEASE GIVE ALL OF THIS INFORMATION YOUR CAREFUL ATTENTION. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO PROMPTLY COMPLETE,
SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. CERTAIN HOLDERS OF
THE COMMON STOCK MAY ALSO VOTE THEIR SHARES VIA THE INTERNET OR BY TELEPHONE AS
DISCUSSED IN THE PROXY STATEMENT. RETURNING A SIGNED PROXY CARD OR AUTHORIZING A
PROXY BY TELEPHONE OR OVER THE INTERNET TO VOTE YOUR SHARES WILL NOT PREVENT YOU
FROM VOTING YOUR SHARES IN PERSON IF YOU SUBSEQUENTLY CHOOSE TO ATTEND THE
ANNUAL MEETING, BUT YOUR PRESENCE (WITHOUT FURTHER ACTION) AT THE ANNUAL MEETING
WILL NOT IN ITSELF CONSTITUTE A REVOCATION OF A PREVIOUSLY DELIVERED PROXY.
THE NEW AMERICA HIGH INCOME FUND, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 30, 2004
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To the stockholders of The New America High Income Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of The New America High Income Fund, Inc., a Maryland corporation (the
"Fund"), will be held at the offices of Goodwin Procter LLP, Exchange Place, 53
State Street, Boston, Massachusetts 02109, on Friday, April 30, 2004 at
10:00 a.m. local time, for the following purposes:
1. To elect five Directors of the Fund, two of whom shall be elected by the
holders of the Fund's Series A, Series B, Series C and Series D Auction
Term Preferred Stock (collectively, the "ATP"), and the remainder of whom
shall be elected by the holders of the Fund's Common Stock and the ATP
voting together as a single class, to hold office until the next annual
meeting of stockholders and until their successors shall have been duly
elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.
The matters referred to above may be acted upon at the Annual Meeting or any
adjournment thereof.
The close of business on Wednesday, February 18, 2004, is the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. HOLDERS OF THE
FUND'S COMMON STOCK SHOULD SIGN AND RETURN THE WHITE PROXY CARD. HOLDERS OF THE
FUND'S AUCTION TERM PREFERRED STOCK SHOULD SIGN AND RETURN THE YELLOW PROXY
CARD. CERTAIN HOLDERS OF COMMON STOCK MAY ALSO SUBMIT THEIR PROXIES OVER THE
INTERNET OR BY TELEPHONE.
By Order of the Board of Directors
Richard E. Floor
Secretary
February 27, 2004
Boston, Massachusetts
THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET
BOSTON, MASSACHUSETTS 02109
(617) 263-6400
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 2004
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This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The New America High Income
Fund, Inc., a Maryland corporation (the "Fund"), for use at the Fund's 2004
annual meeting of stockholders (the "Annual Meeting") to be held at the offices
of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston, Massachusetts
02109 on Friday, April 30, 2004 at 10:00 a.m. local time, and at any and all
adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting dated February 27, 2004.
This proxy statement and the accompanying Notice of Annual Meeting and form
of proxy will be first sent to stockholders on or about February 27, 2004. The
Board of Directors has fixed the close of business on Wednesday, February 18,
2004, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting. As of the record date, 93,698,586
shares of the Fund's common stock, par value $.01 per share (the "Common
Stock"), were issued and outstanding and 5,200 shares of the Fund's Auction Term
Preferred Stock (the "ATP" or "Preferred Stock"), par value $1.00 per share,
liquidation preference $25,000 per share, were issued and outstanding,
consisting of 1,400 shares of ATP Series A, 1,000 shares of ATP Series B, 1,800
shares of ATP Series C and 1,000 shares of ATP Series D. Each outstanding share
of the Common Stock and each outstanding share of the ATP is entitled to one
vote on each matter submitted to stockholders at the Annual Meeting of the
relevant class or classes as described below. The Fund does not know of any
person who beneficially owned more than 5% of the outstanding shares of the
Common Stock or the ATP at February 18, 2004.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Annual Meeting (either by returning the paper proxy card or,
for certain holders of the Common Stock, by submitting a proxy electronically by
telephone or over the Internet), the shares represented thereby will be voted in
accordance with the instructions indicated thereon by the stockholder. Executed
proxies that are unmarked will be voted for the election of the applicable
nominees named herein as Directors of the Fund and in the discretion of the
persons named as proxies in connection with all other matters which may properly
come before the Annual Meeting or any adjournment thereof.
Holders of the Common Stock who tender proxies by mail should sign and
return the white proxy card. Holders of the ATP should sign and return the
yellow proxy card. The proxy card should be returned in the enclosed
postage-paid envelope. Certain holders of the Common Stock also have the option
of executing and returning their proxies by telephone or over the Internet. The
form of proxy these stockholders receive along with the proxy statement includes
an attachment that has instructions both for calling a toll-free number for
automated touch-tone voting and for finding a website address that will permit
voting over the Internet. Prior to using either of these methods of voting,
stockholders should read the proxy statement and have it and the form of proxy
ready at hand.
A stockholder voting by telephone or over the Internet represents that the
stockholder is authorized to vote the shares of the Common Stock being voted,
for example, when a stockholder is acting on behalf of all registered owners of
an account or in the capacity of trustee of a trust or officer of an
organization that holds Fund shares. In addition, by using the telephone or the
Internet to submit voting instructions, the stockholder expressly authorizes
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EquiServe Trust Company, N.A. ("EquiServe"), which is assisting the Fund in
gathering and tabulating votes for the Annual Meeting, and its agents, to
execute a proxy to vote the stockholder's shares at the Annual Meeting as the
stockholder has indicated. The Fund believes that the procedures governing the
execution of proxies by telephone or over the Internet are reasonably designed
to ensure that the identities of the stockholders executing proxies are
accurately determined and that the voting instructions of those stockholders are
accurately recorded.
The presence, in person or by proxy, of stockholders of the Fund entitled to
cast a majority of the votes entitled to be cast at the Annual Meeting
constitutes a quorum for the transaction of business. Abstentions and broker
"non-votes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present at the meeting for purposes of determining the existence of a
quorum but will be disregarded in determining the "votes cast" for the proposal.
A stockholder may revoke his or her proxy prior to its use by attending the
Annual Meeting and voting in person, by giving written notice of such revocation
to the Secretary of the Fund, or by returning a subsequently dated proxy. In
addition, holders of the Common Stock who may vote by telephone or over the
Internet may also revoke their proxies by executing a subsequently dated proxy
using either of these methods of voting. Holders of the Common Stock who vote by
telephone or over the Internet should not subsequently return a proxy card by
mail unless they intend the proxy card to revoke their prior instructions given
by telephone or over the Internet.
If shares of the ATP are registered in the name of a New York Stock Exchange
("NYSE") member or the name of the member's nominee on behalf of the shares'
beneficial owner, the member will request voting instructions with respect to
the shares from the beneficial owner. If the member does not receive voting
instructions for those shares in a timely manner, and certain other conditions
are met, the member may vote the shares in the same proportion as the member
votes shares of the ATP for which beneficial holders have provided voting
instructions.
In the event a quorum is not present at the Annual Meeting or in the event a
quorum is present at the Annual Meeting but sufficient votes to approve the
proposal are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitation of proxies,
provided that such persons determine such an adjournment and additional
solicitation is reasonable and in the interest of stockholders. A stockholder
vote may be taken on any proposal in this proxy statement prior to such
adjournment if sufficient votes have been received and such vote is otherwise
appropriate. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Annual Meeting in person or by proxy.
In addition to the solicitation of proxies by mail, Directors and officers
of the Fund or other representatives of the Fund may also solicit proxies by
telephone, by telegraph or in person. The Fund has also retained a proxy
solicitor, The Altman Group, Inc. ("Altman"), to assist in the solicitation of
proxies. Pursuant to this arrangement, Altman has agreed to contact banks,
brokers and proxy intermediaries to secure votes in favor of the proposal
described in this proxy statement. The costs of retaining Altman, which will be
fully borne by the Fund, are not expected to exceed $10,000. The costs of proxy
solicitation and expenses incurred in connection with preparing this proxy
statement and its enclosures will be paid by the Fund.
EACH STOCKHOLDER ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING HAS
BEEN SENT A COPY OF THE ANNUAL REPORT OF THE FUND FOR THE YEAR ENDED
DECEMBER 31, 2003, INCLUDING FINANCIAL STATEMENTS, EITHER WITH THIS PROXY
STATEMENT OR UNDER SEPARATE COVER. IF YOU DID NOT RECEIVE THE ANNUAL REPORT OR
IF YOU WOULD LIKE TO REQUEST ANOTHER COPY, YOU MAY CALL THE FUND COLLECT AT
(617) 263-6400.
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THE INVESTMENT ADVISER
AND ADMINISTRATIVE SERVICES
T. Rowe Price Associates, Inc., with its principal office at 100 East Pratt
Street, Baltimore, Maryland 21202, has served as the investment adviser to the
Fund since December 2, 2002. Since February 1992, the Fund has engaged Ellen E.
Terry to perform administrative services, and has engaged Paul E. Saidnawey to
provide certain related administrative services subject to the supervision of
the President of the Fund and Ms. Terry.
PROPOSAL ONE
ELECTION OF DIRECTORS
The stockholders of the Fund are being asked to elect the five nominees
listed below as Directors of the Fund, to serve as such until the next annual
meeting of the Fund's stockholders and until their successors shall have been
duly elected and qualified. The five nominees named below are presently serving
as Directors of the Fund. All shares represented by valid proxies will be voted
in the election of Directors for the applicable nominees named below, unless
authority to vote for a particular nominee is withheld. Each nominee has agreed
to serve as a Director if elected. If any such nominee is not available for
election at the time of the Annual Meeting, the persons named as proxies will
vote for such substitute nominee as the Board of Directors may recommend.
Under the terms of the Fund's charter, the holders of the ATP are entitled
as a class, to the exclusion of the holders of the Common Stock, to elect two
Directors of the Fund. For this purpose all series of the ATP vote together as a
single class. Joseph L. Bower and Bernard J. Korman have been nominated as the
Directors to be elected by the holders of the ATP. The Fund's charter further
provides for the election of the other three nominees named below by the holders
of the Common Stock and the holders of all series of the ATP, voting together as
a single class. A plurality of all the votes cast of the relevant class or
classes is sufficient to elect a Director. Election of Directors is
non-cumulative; accordingly, holders of a majority of the outstanding shares of
the relevant class or classes represented at the Annual Meeting in person or by
proxy may elect all of the Directors who are subject to election by such class
or classes.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
THE FIVE NOMINEES TO THE FUND'S BOARD OF DIRECTORS.
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The nominees for election to the Board of Directors who are not "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "1940 Act"), are as follows:
POSITION(S)
WITH THE FUND(1)
AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME AND AGE TIME SERVED DURING PAST 5 YEARS OTHER DIRECTORSHIPS
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PREFERRED STOCK NOMINEES
Joseph L. Bower Director since Professor, Harvard Business School Director of Anika
Date of Birth: 1988 since 1963--as Donald K. David Therapeutics, Inc., Sonesta
9/21/38 Professor of Business International Hotels Corporation,
Administration since 1986, Senior Loews Corporation (a conglomerate),
Associate Dean, Chair of the and Brown Shoe Company, Inc.;
Doctoral Programs, Chair of the Independent General Partner of
General Management Area, and ML-Lee Acquisition Funds, L.P.; and
currently, Chair of the General Trustee of TH Lee-Putnam Emerging
Manager Program. Opportunities Portfolio.
Bernard J. Korman Director since Chairman of the Board of Directors Director of Kramont Realty Trust,
Date of Birth: 1987 of Philadelphia Health Care Trust Omega Healthcare Investors, Inc.
10/13/31 (non-profit corporation supporting (real estate investment trust), The
healthcare delivery, education and Pep Boys, Inc. (automotive
research). supplies) and Nutramax
Products, Inc. (a consumer
healthcare products company).
COMMON STOCK AND
PREFERRED STOCK NOMINEE
Ernest E. Monrad Director since Trustee since 1960 and Chairman of Trustee of Century Shares Trust and
Date of Birth: 1988 the Trustees from 1969 to May 2001 Century Small Cap Select.
5/30/30 of Northeast Investors Trust;
Chairman, Assistant Treasurer and a
Director since 1981 of Northeast
Investors Growth Fund; Director of
Northeast Investment
Management, Inc., and Director of
Northeast Management & Research
Company, Inc.
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(1) The Fund is not part of any fund complex.
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The nominees for election to the Board of Directors who are "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act are
as follows:
POSITION(S)
WITH THE FUND(1)
AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME AND AGE TIME SERVED DURING PAST 5 YEARS OTHER DIRECTORSHIPS
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COMMON STOCK AND
PREFERRED STOCK NOMINEES
Robert F. Birch* Director and Mutual fund director. Director of Hyperion Funds (4
Date of Birth: President since funds), and Director of the
3/12/36 1992 Brandywine Funds (3 funds).
Richard E. Floor* Director and Partner through his professional Director of Affiliated Managers
Date of Birth: Secretary since corporation with the law firm of Group, Inc.
8/3/40 1987 Goodwin Procter LLP, Boston,
Massachusetts.
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* Messrs. Birch and Floor are deemed to be "interested persons" of the Fund
within the meaning of Section 2(a)(19) of the 1940 Act because, in the case
of Mr. Birch, he is the President of the Fund and, in the case of
Mr. Floor, he is the Secretary of the Fund and a partner, through his
professional corporation, of Goodwin Procter LLP, counsel to the Fund.
(1) The Fund is not part of any fund complex.
The address of each Director is: c/o The New America High Income Fund, Inc.,
33 Broad Street, Boston, Massachusetts 02109. Each Director holds office until
the Director's successor is duly elected and qualified, until the Director's
death or until the Director's resignation or removal.
EXECUTIVE OFFICER
Ellen E. Terry (date of birth 04/09/59), Vice President and Treasurer of the
Fund since February 18, 1992, is the only executive officer of the Fund not
named in the above table of Directors who are interested persons of the Fund.
Ms. Terry's address is: c/o The New America High Income Fund, Inc., 33 Broad
Street, Boston, Massachusetts 02109. A Fund officer holds office until the
officer's successor is duly elected and qualified, until the officer's death or
until the officer's resignation or removal.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of the Fund's Common
Stock by the Fund's Directors and officers at December 31, 2003, based on
information provided to the Fund by the Directors and officers. No officer or
Director of the Fund owns shares of the Fund's ATP. All individuals listed in
the table have sole voting and investment power over the shares reported as
owned unless otherwise indicated.
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SHARES OF PERCENT OF SHARES OF
COMMON STOCK COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
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Joseph L. Bower 20,000 *
Bernard J. Korman 910,792(1) *
Ernest E. Monrad 398,324(2) *
Robert F. Birch 204,885(3) *
Richard E. Floor 209,662 *
Ellen E. Terry 26,016 *
All executive officers and directors as
a group 1,769,679 1.89%
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* Less than 1%
(1) Includes 196,416 shares owned by Mr. Korman's spouse.
(2) Includes 178,880 shares owned by Mr. Monrad's spouse and 9,827 shares held
by Mr. Monrad as a fiduciary for unrelated persons. Mr. Monrad disclaims
beneficial ownership of the shares he holds as a fiduciary for unrelated
persons.
(3) Includes 29,334 shares held by a family limited partnership. Mr. Birch has
shared voting and investment power with respect to these shares.
The address of each Director and officer is: c/o The New America High Income
Fund, Inc., 33 Broad Street, Boston, Massachusetts 02109.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
During fiscal year 2003, there were nine meetings of the Board of Directors,
with each Board member attending 75% or more of the meetings held by the Board.
The Board of Directors has established two ongoing committees--the Audit and
Nominating Committee (formerly the Audit Committee) and the Compensation
Committee. The Board also established a Pricing Committee for the purpose of the
Fund's issuance of additional ATP Series C. The functions and other information
about these committees are summarized below.
The Board expects that Directors will ordinarily attend in person all annual
and special meetings of the Fund's stockholders other than adjourned meetings
and if unable to attend in person, will participate by other means, if
practical. In recognition of this policy, the Board of Directors typically
schedules its second regular quarterly meeting each year to coincide with the
annual meeting of stockholders. Each Director attended the Special Meeting of
Stockholders held on February 13, 2003 and the 2003 Annual Meeting of
Stockholders held on April 17, 2003.
AUDIT AND NOMINATING COMMITTEE
In February 2000, the Board of Directors created an Audit and Nominating
Committee to succeed the Fund's Audit Committee. The Audit and Nominating
Committee, which consists of all independent Directors:
- oversees the accounting and financial reporting processes of the Fund and
its internal control over financial reporting and, as the Committee deems
appropriate, inquires into the internal control over financial reporting
of certain third-party service providers;
- oversees the quality and integrity of the Fund's financial statements and
the independent audit thereof;
- oversees, or, as appropriate, assists Board oversight of, the Fund's
compliance with legal and regulatory requirements that relate to the
Fund's accounting and financial reporting, internal control over financial
reporting and independent audits;
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- approves prior to appointment the engagement of the Fund's independent
auditors and, in connection therewith, reviews and evaluates the
qualifications, independence and performance of the Fund's independent
auditors and the audit partner in charge of leading the audit;
- acts as a liaison between the Fund's independent auditors and the full
Board;
- supervises the nomination and election of directors of the Fund; and
- reviews on a periodic basis the governance structures and procedures of
the Fund.
The Audit and Nominating Committee acts pursuant to a written Audit and
Nominating Committee Charter, a copy of which is attached as Appendix A to this
proxy statement. The charter is also available on the Fund's website under
Corporate Governance at www.newamerica-hyb.com. The Audit and Nominating
Committee is presently comprised of Messrs. Korman and Monrad and Professor
Bower, each of whom is "independent" as defined by the NYSE Listing Company
Manual in Sections 303.01(B)(2)(a) and (3) and 303A.06. The Audit and Nominating
Committee met two times during 2003, with all Committee members attending each
meeting.
SELECTION AND EVALUATION OF DIRECTOR CANDIDATES. Appendix B to the attached
Audit and Nominating Committee Charter discusses the Committee's policies
regarding the selection and evaluation of Director candidates.
CANDIDATES RECOMMENDED BY STOCKHOLDERS. Stockholder wishing to submit a
nomination for director at annual or special meeting of stockholders must
provide a "timely" notice (as defined in the Fund's by-laws) in writing to the
Secretary of the Fund, at The New America High Income Fund, Inc., at 33 Broad
Street, Boston, Massachusetts 02109. To nominate directors for election at an
annual meeting, the stockholder's notice, to be timely, must be received by the
Secretary (i) not earlier than the close of business on the 120th day and
(ii) not later than the close of business on the 90th day prior to the date of
the annual meeting. In the event that during the prior year the Fund did not
hold an annual meeting or the date of the annual meeting changed by more than 30
days from the first anniversary of the prior year's annual meeting (other than
as a result of adjournment), then the stockholder's notice must be received by
the Secretary (i) not earlier than the close of business on the 120th day prior
to such annual meeting and (ii) not later than the close of business on the
later of the 90th day prior to the annual meeting or the 10th day following the
day on which public announcement of the date of such annual meeting is first
made. With respect to election of directors at a special meeting of
stockholders, such notice, to be timely, must be received by the Secretary of
the Fund by the close of business on the later of (i) the 90th day prior to such
special meeting or (ii) the 10th day following the day on which public
announcement of the date of such special meeting is first made.
A stockholder's notice proposing a director nominee must specify:
- as to each stockholder giving the notice:
-- the name and address; and
-- the class and number of shares of the Fund which are beneficially
owned by the stockholder; and
- as to each person whom the stockholder proposes to nominate for election
as a director:
-- the name, age, business address and residence address of the person;
-- the principal occupation or employment of the person;
-- the class and number of shares of stock of the Fund which are
beneficially owned by the person; and
-- any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors
pursuant to the rules and regulations under the Securities Exchange
Act of 1934, as amended.
7
The Fund may also require any proposed nominee to furnish such other information
as may reasonably be required by the Fund to determine the eligibility of such
proposed nominee to serve as a director of the Fund. The chairman of a meeting
of stockholders may disregard a stockholder's nomination that failed to comply
with these procedures.
COMPENSATION COMMITTEE
At its January 1999 meeting, the Directors established a Compensation
Committee. The Compensation Committee is responsible for (a) monitoring and
revising as appropriate the compensation of Fund employees other than
Mr. Birch, subject to review by the Board as a whole, and (b) monitoring
Mr. Birch's compensation as President of the Fund and making recommendations to
the Board regarding that compensation. During fiscal 2003, the Compensation
Committee, which comprised of Messrs. Monrad and Floor, met one time with each
member attending. As described above, Mr. Floor is an "interested person" of the
Fund. Messrs. Monrad and Floor currently comprise the Compensation Committee.
PRICING COMMITTEE
For purposes of the Fund's issuance of additional ATP Series C in October
2003, the Board of Directors established a Pricing Committee to fix the initial
terms of the ATP and approve certain other actions in relation to the offering.
The Pricing Committee, which consisted of Messrs. Birch, Floor and Monrad, held
one meeting on October 14, 2003, and each member of the committee attended that
meeting.
COMMUNICATIONS WITH THE BOARD
Stockholders wishing to communicate with the Board may do so by sending a
written communication to any Director at the following address: The New America
High Income Fund, Inc., 33 Broad Street, Boston, MA 02109. Any stockholder
communication so received will be promptly forwarded to the Director(s) to whom
it is addressed.
INDEPENDENT PUBLIC ACCOUNTANTS AND FEES
The Board of Directors has selected the firm of KPMG LLP ("KPMG") as
independent public accountants for the Fund for the year ending December 31,
2004. Since June 27, 2002, KPMG has acted as the Fund's independent public
accountants. The services provided by KPMG consist of the examination of the
Fund's annual financial statements, assistance and consultation in connection
with the SEC filings, and review of tax and certain compliance matters on behalf
of the Fund.
Representatives of KPMG are not expected to be represented at the Annual
Meeting, but a representative of KPMG is expected to be available via telephone
during the Annual Meeting to respond to appropriate questions and will have the
opportunity to make a statement if the representative so desires.
AUDIT FEES. For fiscal 2003 and 2002, the aggregate fees billed by KPMG for
audit of the Fund's annual financial statements, review of the semi-annual
financial statements and assistance in connection with the Fund's filing of the
registration statements totaled $96,000 and $48,500, respectively.
AUDIT-RELATED FEES. KPMG billed $31,500 and $26,000 for fiscal 2003 and
2002, respectively, for assurance and related services that are reasonably
related to the performance of the audit and review of the Fund's financial
statements, including quarterly agreed upon procedures related to requirements
of the Fund's articles supplementary.
TAX FEES. During fiscal 2003, KPMG's fees for its professional services
related to preparation of the Fund's federal and state tax returns, review of
excise distributions, and testing of quarterly asset diversification totaled
$7,000. During fiscal 2002, KPMG's fees for its professional services related to
preparation of the Fund's federal and state tax returns, review of excise
distributions, and testing of quarterly asset diversification totaled $6,000.
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ALL OTHER FEES. KPMG did not provide any other services to the Fund in 2003
or 2002 other than those listed above.
The services described in the three preceding paragraphs, representing
engagements entered into prior to the effective date of the SEC's pre-approval
requirements, although not formally pre-approved, were reviewed by the Audit and
Nominating Committee.
NON-AUDIT FEES. KPMG did not provide any other services to the Fund in 2003
or 2002 other than those listed above. KPMG's fees for non-audit services in
fiscal 2003 billed to T. Rowe Price Group, Inc. ("Price Group") and its
subsidiaries totaled $734,000. KPMG's fees for non-audit services in fiscal 2002
billed to Price Group totaled $734,000, other than fees billed for professional
services rendered for the audit of the annual financial statements and the
reviews of the financial statements included in Forms 10-Q. The Committee has
considered and determined that the performance by KPMG of non-audit services to
Price Group and its subsidiaries is compatible with maintaining that firm's
independence in connection with serving as the Fund's independent public
accountants.
On June 27, 2002, the Board of Directors, upon the recommendation of the
Board's Audit and Nominating Committee, determined not to retain Arthur Andersen
LLP ("Arthur Andersen") and approved a change in the Fund's independent public
accountants to KPMG. For the fiscal years ended December 31, 2003 and 2002,
there were no disagreements between the Fund and Arthur Andersen on any matter
of accounting principles or practices, financial statement disclosure or audit
scope or procedure, which if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make reference to the disagreements in its
report.
Further, for the fiscal years ended December 31, 2003 and 2002, the
principal accountant's audit report on the Fund's financial statements contained
no adverse opinion or disclaimer of opinion; nor was its report qualified or
modified as to uncertainty, audit scope, or accounting principals.
REPORT OF THE AUDIT AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS
The Fund's Audit and Nominating Committee has met and held discussions
separately, and jointly with each of management and the Fund's independent
public accountants. In addition, the Audit and Nominating Committee has reviewed
and discussed the Fund's audited financial statements for fiscal 2003 with
management and the independent public accountants. The Audit and Nominating
Committee discussed with the Fund's independent public accountants the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). The Fund's independent public accountants
also provided the Audit and Nominating Committee the written disclosures and the
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and the Audit and Nominating Committee
discussed with the independent public accountants that firm's independence.
Based on the review and discussions described in this Report, the Audit and
Nominating Committee recommended that the Board of Directors include the audited
financial statements in the Fund's 2003 annual report to stockholders required
by Section 30(e) of the 1940 Act and Rule 30e-1 thereunder for filing with the
SEC.
Joseph L. Bower Ernest E. Monrad Bernard J. Korman
REMUNERATION OF DIRECTORS AND OFFICERS
During the fiscal year ended December 31, 2003, the Fund paid each Director
a fee of $24,000 per year plus $2,000 per Directors' meeting in which the
Director participated except in the case of telephonic Directors' meetings for
which the fee was $1,000, together with actual out-of-pocket expenses relating
to attendance at such meetings. In addition, Mr. Birch's compensation for
services rendered to the Fund in his capacity as President for the calendar year
ended December 31, 2003 was $106,000, and he currently receives an annual
retainer of $100,000 for his services to the Fund as President. Each member of
the Fund's Audit and Nominating Committee, which
9
consists of the Fund's non-interested Directors, receives $2,000 for each Audit
and Nominating Committee meeting attended, other than meetings held on days on
which there is also a Directors' meeting. Directors of the Fund received for the
fiscal year ended December 31, 2003 aggregate remuneration of $180,500 exclusive
of compensation paid to Mr. Birch for his services rendered to the Fund in his
capacity as President. The following table summarizes the compensation paid to
the Directors and officers of the Fund for the fiscal year ended December 31,
2003. The Fund does not provide remuneration in the form of pension or
retirement benefits to any of its Directors or officers.
PENSION OR
RETIREMENT
BENEFITS ESTIMATED
NAME OF AGGREGATE ACCRUED AS ANNUAL TOTAL
DIRECTOR OR COMPENSATION PART OF FUND BENEFITS UPON COMPENSATION
OFFICER FROM FUND EXPENSES RETIREMENT FROM FUND
------- --------- -------- ---------- ---------
Robert F. Birch $142,500 none none $142,500(1)
Joseph L. Bower $ 36,000 none none $ 36,000
Richard E. Floor $ 36,500 none none $ 36,500
Bernard J. Korman $ 35,000 none none $ 35,000
Ernest E. Monrad $ 36,500 none none $ 36,500
Ellen E. Terry $166,020 none none $166,020
-------------------
(1) Of this amount, $106,000 was compensation for service as President and
$36,500 was compensation for service as a Director.
OTHER MATTERS
The Directors do not intend to present any other business at the Annual
Meeting nor are they aware of any stockholder's intention to do so. If, however,
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Stockholder proposals intended to be included in the proxy statement and
form of proxy to be presented at the Fund's next annual meeting of stockholders
must be received at the Fund's principal offices, 33 Broad Street, Boston,
Massachusetts 02109, no later than November 1, 2004. Such proposals must also
comply with all other legal requirements in order to be included in the Fund's
proxy statement and form of proxy for that meeting. Proxies solicited by the
Board of Directors for the Fund's 2005 Annual Meeting will confer discretionary
voting authority with respect to stockholder proposals received not later than
the close of business on January 30, 2005, subject to the SEC rules governing
the exercise of this authority. Such proposals must be received in writing by
the Secretary of the Fund at the Fund's principal offices. Notice of a
stockholder proposal for the 2005 Annual Meeting received after January 30,
2005, will be considered untimely.
Boston, Massachusetts
February 27, 2004
10
APPENDIX A
NEW AMERICA HIGH INCOME FUND, INC.
AMENDED AND RESTATED
AUDIT AND NOMINATING COMMITTEE CHARTER
A. MISSION STATEMENT.
The Audit and Nominating Committee (the "Committee") is intended to assist
the Board of Directors (the "Board") of the New America High Income Fund, Inc.
(the "Fund") in effectively performing its functions under the Investment
Company Act of 1940, as amended (the "1940 Act"), and Maryland law. The purposes
of the Committee are as follows:
(1) Oversee the accounting and financial reporting processes of the Fund
and its internal control over financial reporting and, as the Committee
deems appropriate, to inquire into the internal control over financial
reporting of certain third-party service providers;
(2) Oversee the quality and integrity of the Fund's financial statements
and the independent audit thereof;
(3) Oversee, or, as appropriate, assist Board oversight of, the Fund's
compliance with legal and regulatory requirements that relate to the
Fund's accounting and financial reporting, internal control over
financial reporting and independent audits;
(4) Approve prior to appointment the engagement of the Fund's independent
auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of the Fund's independent
auditors and the audit partner in charge of leading the audit;
(5) Act as a liaison between the Fund's independent auditors and the full
Board;
(6) Supervise the nomination and election of directors of the Fund; and
(7) Review on a periodic basis the governance structures and procedures of
the Fund.
The primary function of the Committee is oversight. The Committee is not
responsible for managing the Fund or for performing tasks that are delegated to
the officers of the Fund, any investment adviser to the Fund (referred to
generically throughout as the "Adviser"), the custodian of the Fund (the
"Custodian"), and other service providers for the Fund. It is management's
responsibility to maintain appropriate systems for accounting and internal
control over financial reporting, and the auditor's responsibility to plan and
carry out a proper audit. Specifically, Fund's management is responsible for:
(1) the preparation, presentation and integrity of the Fund's financial
statements; (2) the maintenance of appropriate accounting and financial
reporting principles and policies; and (3) the maintenance of internal control
over financial reporting and other procedures designed to assure compliance with
accounting standards and related laws and regulations. The independent auditors
are responsible for planning and carrying out an audit consistent with
applicable legal and professional standards and the terms of their engagement
letter. Nothing in this Charter shall be construed to reduce the
responsibilities or liabilities of the Fund's service providers, including the
auditors.
Although the Committee is expected to take a detached and questioning
approach to the matters that come before it, the review of a Fund's financial
statements by the Committee is not an audit, nor does the Committee's review
substitute for the responsibilities of the Fund's management for preparing, or
the independent auditors for auditing, the financial statements. Members of the
Committee are not full-time employees of the Fund and, in
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serving on this Committee, are not, and do not hold themselves out to be, acting
as accountants or auditors. As such, it is not the duty or responsibility of the
Committee or its members to conduct "field work" or other types of auditing or
accounting reviews or procedures.
In discharging their committee duties the members of the Committee are
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by:
(1) one or more officers of the Fund whom the Director reasonably believes to be
reliable and competent in the matters presented; (2) legal counsel, public
accountants, or other persons as to matters the Director reasonably believes are
within the person's professional or expert competence; or (3) a Board committee
of which the Director is not a member as to a matter within its designated
authority. The Committee also relies upon the officers of the Fund, the Adviser,
the independent auditors for the Fund, the Custodian, and other service
providers for the Fund promptly to identify and report to the Committee
potential concerns, conflicts of interest, and other issues that require the
attention of the Committee. It is the responsibility of the officers of the
Fund, the Adviser, the independent auditors for the Fund, the Custodian, and
other service providers promptly to report to the Committee any matters that
arise within the scope of authority of the Committee.
The 1940 Act, the Articles of Incorporation of the Fund, and Maryland law
impose upon the independent directors fiduciary standards that govern their work
on behalf of the Fund. Nothing in this Charter is intended to modify those
fiduciary standards. Nor does this Charter modify any indemnities or other
rights of the independent directors under the Articles of Incorporation or
By-Laws of the Fund or otherwise.
B. MEMBERS AND QUALIFICATIONS.
(1) The Committee shall consist of all of the independent directors of the
Fund, I.E., each director who is not an "interested person" of the
Fund, as defined in Section 2(a)(19) of the 1940 Act. As long as shares
of the Fund are listed on any national securities exchange or national
securities association (generally, a "Listing Entity"), the composition
of the Committee shall also meet such requirements as may be imposed
from time to time by that Listing Entity. No member of the Committee
shall receive any compensation from the Fund except compensation for
service as a member of the Board or a committee thereof.
(2) Each member of the Committee shall on an annual basis complete a
questionnaire circulated by counsel for the Fund for the purpose of
confirming that the member remains an independent director.
(3) Each member of the Committee shall, to the extent consistent with the
member's personal financial circumstances, maintain an investment in
the Fund.
(4) The Board shall determine annually whether any member of the Committee
is an "audit committee financial expert" as defined in Item 3 of Form
N-CSR.
C. MEETINGS.
(1) The Committee shall meet separately from the full Board at least
annually at such times and locations as the Committee may determine.
Notice of each meeting of the Committee shall be given by the Secretary
or Assistant Secretary.
(2) The agenda for each meeting of the Committee shall be prepared and
maintained by the Secretary or an Assistant Secretary of the Fund. The
Secretary or an Assistant Secretary of the Fund shall prepare and
retain minutes of Committee meetings and appropriate documentation of
decisions made outside of meetings by delegated authority.
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(3) The Committee shall ordinarily meet in person; however, members of the
Committee may attend telephonically, and the Committee may act by
written consent to the extent permitted by law and by the Fund's
By-Laws.
(4) The Committee shall regularly meet, in separate executive sessions,
with representatives of Fund management, including with internal
auditors (or other personnel responsible for any internal audit of the
Fund) and the Fund's independent auditors. The Committee may also
request to meet with internal legal counsel and compliance personnel of
the Adviser(s) and with other services providers that provide
significant accounting or administrative services to the Fund to
discuss matters relating to the Fund's accounting and compliance as
well as other Fund-related matters.
(5) At any meeting of the Committee a majority of its members shall
constitute a quorum. When a quorum is present at any meeting, a
majority of Committee members present may take any action, except where
a larger vote is expressly required by law or by the Fund's
Articles of Incorporation or By-Laws.
(6) The Committee may select one of its members to be the chairperson and
may select a vice chairperson.
(7) The Board shall adopt and approve this Charter and may amend it on the
Board's own motion. The Committee shall review this Charter at least
annually and recommend to the full Board any changes the Committee
deems appropriate. The Committee may establish rules and procedures for
the conduct of their meetings that are consistent with this Charter.
D. ORGANIZATIONAL MATTERS.
(1) The Committee shall have the authority to require officers of the Fund,
the Adviser, the Custodian, and other service providers for the Fund to
respond to inquiries, prepare reports, and produce documentation
concerning the Fund and their work on behalf of the Fund.
(2) The Committee may seek advice from (i) counsel for the independent
directors or (ii) the independent auditors and may ask such counsel and
auditors to investigate particular matters.
(3) The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including appropriate funding, as
determined by the Committee, for payment of (i) compensation to the
auditors for the purpose of conducting the audit and rendering their
audit report and (ii) the Committee's ordinary administrative expenses,
the authority to retain and compensate special counsel and other
experts or consultants as the Committee deems necessary, and the
authority to obtain specialized training for Committee members, at the
expense of the Fund.
E. DUTIES AND POWERS OF THE COMMITTEE WITH RESPECT TO AUDIT FUNCTIONS.
The Committee shall have the following duties and powers with respect to
audit functions to the extent required by law or as deemed necessary or
advisable by the Committee:
(a) to approve prior to appointment the engagement of auditors to annually
audit and provide their opinion on the Fund's financial statements, to
select, retain, or terminate the Fund's independent auditors and, in
connection therewith, to oversee the work of the Fund's independent
auditors for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Fund, to set
clear policies regarding the Fund's hiring of employees or former
employees of the independent auditors, and to review and evaluate
matters potentially affecting the independence and capabilities of the
auditors;
A-3
(b) to receive such other communications or reports from the independent
auditor (and management's responses to such reports and communications)
as may be required by the Fund's applicable Listing Entity, including
as appropriate, at least annually, obtain and review a report by the
Fund's independent auditor describing: (1) the independent auditor's
internal quality-control procedures, any material issues raised by the
most recent internal quality-control review or peer review of the
independent auditor, or any inquiry or investigation by governmental or
professional regulatory authorities (including the Public Company
Accounting Oversight Board), within the preceding five years,
respecting one or more independent audits carried out by the
independent auditor, and any steps taken to deal with any such issues
and (2) all relationships between the independent auditor and the Fund
and any other relationships or services that may impact the objectivity
or independence of the independent auditor;
(c) to approve prior to appointment the engagement of the auditor to
provide other audit services to the Fund or to provide non-audit
services to the Fund, any Adviser or any entity controlling, controlled
by, or under common control with any Adviser ("Adviser Affiliate") that
provides ongoing services to the Fund, if the engagement relates
directly to the operations and financial reporting of the Fund subject
to such exceptions as may be available under applicable law;
(d) to develop, to the extent deemed appropriate by the Committee, policies
and procedures for pre-approval of the engagement of the Fund's
auditors to provide any of the services described in (c) above;
(e) to consider the controls applied by the auditors and any measures taken
by management in an effort to assure that all items requiring
pre-approval by the Committee are identified and referred to the
Committee in a timely fashion;
(f) to consider whether the non-audit services provided by the Fund's
auditor to any Fund Adviser or any Adviser Affiliate that provides
ongoing services to the Fund, which services were not pre-approved by
the Committee, are compatible with maintaining the auditor's
independence;
(g) to review the arrangements for and scope of the annual audit and any
special audits;
(h) to review and approve the fees proposed to be charged to the Fund by
the auditors for each audit and non-audit service;
(i) to consider information and comments from the auditors with respect to
the Fund's accounting and financial reporting policies, procedures and
internal control over financial reporting (including the Fund's
critical accounting policies and practices), to consider management's
responses to any such comments and, to the extent the Committee deems
necessary or appropriate, to promote improvements in the quality of the
Fund's accounting and financial reporting;
(j) to consider information and comments from the auditors with respect to,
and meet with the auditors to discuss any matters of concern relating
to, the Fund's financial statements, including any adjustments to such
statements recommended by the auditors, and to review the auditors'
opinion on the Fund's financial statements;
(k) to review and discuss with the independent auditors the matters
required to be communicated to the Committee with respect to the Fund
under applicable accounting standards, to receive such other
communications or reports from the independent auditors (and
management's responses to such reports or requirements) as may be
required by the applicable Listing Entity or otherwise and to resolve
any unresolved disagreements between management and the independent
auditors;
(l) to discuss the Fund's annual financial statements with management and
the independent auditor;
A-4
(m) to discuss the Fund's earning releases, as well as financial information
and earnings guidance provided to analysts and rating agencies, in the
event the Fund issues any such releases or provides such information or
guidance;
(n) to consider the Fund's major financial risk exposures and the steps
management has taken to monitor and control such exposures, including
guidelines and policies to govern the process by which risk assessment
and management is undertaken;
(o) to take such action as is necessary to prepare the audit committee
report in accordance with Item 306 of Regulation S-K under the
Securities Act of 1933, as amended, for inclusion in the Fund's proxy
or information statement relating to its annual meeting;
(p) to review with the Fund's principal executive officer and/or principal
financial officer in connection with required certifications on Form
N-CSR any significant deficiencies in the design or operation of
internal control over financial reporting or material weaknesses
therein and any reported evidence of fraud involving management or
other employees who have a significant role in the Fund's internal
control over financial reporting;
(q) to establish and maintain procedures for the receipt, retention and
treatment of complaints received by the Fund relating to accounting,
internal accounting controls, or auditing matters, and the
confidential, anonymous submission by employees of the Fund or any
Adviser, administrator, principal underwriter or other provider of
accounting related services to the Fund of concerns about accounting or
auditing matters, which procedures are currently set forth in Appendix
A, and to address reports from attorneys or auditors of possible
violations of federal or state law or fiduciary duty;
(r) to investigate or initiate an investigation of reports of improprieties
or suspected improprieties in connection with the Fund's accounting or
financial reporting;
(s) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate; and
(t) to perform such other functions and to have such powers as may be
necessary or appropriate in the efficient and lawful discharge of the
powers provided in this Charter or which have been referred to the
Committee by the full Board,
The Committee may delegate any portion of its authority, including the
authority to grant pre-approvals of audit and permitted non-audit services, to a
subcommittee of one or more members. Any decisions of the subcommittee to grant
pre-approvals shall be presented to the full Committee at its next regularly
scheduled meeting.
F. DUTIES AND POWERS OF THE COMMITTEE WITH RESPECT TO NOMINATION FUNCTIONS.
To carry out its director nomination functions, the Committee shall have the
following duties and powers as deemed necessary or advisable by the Committee:
(a) to nominate, for consideration by the stockholders or the Board in
accordance with Section 16(a) of the 1940 Act and Maryland law,
candidates to serve as directors of the Fund;
(b) to review and make recommendations to the Board regarding the size and
composition of the Board and to establish and maintain policies
regarding the selection of nominees for election to the Board, the
current procedures being set forth in Appendix B;
A-5
G. EFFECTIVENESS OF THE BOARD AND THE COMMITTEE.
(1) The Committee shall, before, during or following the meeting of the
Board following the annual meeting of stockholders or at such other
time as may be specified by the Committee (the "Annual Review
Meeting"), consider whether any steps should be taken to improve the
effectiveness of the Committee and the Board, including, among other
things, the following questions:
(a) Should any additional directors be elected?
(b) Should any current directors consider retiring from the Board?
(c) Should this Charter be modified?
(d) Have the written materials provided to the Directors been useful,
sufficient, and properly focused? Have these materials been
received in sufficient time to allow a thorough review?
(e) Can the meetings of the Committee and the Board be made more
effective?
Based on this review the Committee may make recommendations to the full
Board.
(2) The Committee shall at the Annual Review Meeting review the
compensation of the independent directors and consider whether to
recommend to the Board a change in the compensation of the independent
directors.
(3) Members of the Committee shall remain abreast of investment company
industry and regulatory developments through, among other things,
review of periodicals and other written materials and, if deemed
advisable, participation in seminars and conferences on investment
company governance and related issues.
(4) The Committee shall, working together with the officers of the Fund,
the Adviser, counsel to the fund and legal counsel to the independent
directors, and the independent auditors, provide new Directors with
appropriate orientation.
Adopted, February 17, 2000, as
amended on April 20, 2000 and
June 27,
2002, and amended and restated on
February 19, 2004.
A-6
APPENDIX A
AUDIT AND NOMINATING COMMITTEE
COMPLAINT PROCEDURES
The Audit and Nominating Committee (the "Committee") of The New America High
Income Fund, Inc. (the "Fund") employs the following procedures (the
"Procedures") with respect to complaints regarding accounting, internal
accounting controls or auditing matters concerning the Fund ("Complaints"). Each
Employee (as defined below) shall be provided with a copy of the Procedures upon
assuming his or her duties as an Employee, and annually thereafter.
Procedures for Receiving Complaints
All officers and employees of the Fund and, to the extent their duties
relate to accounting, internal accounting controls or auditing matters for the
Fund, the officers and employees of any Fund investment adviser, administrator,
principal underwriter or other provider of accounting related services to the
Fund (collectively referred to herein as "Employees"), may make complaints
anonymously and in a confidential manner as follows:
1. The complaining Employee may place a telephone call to any member of the
Committee. During this phone call, the Employee should identify the
source of his or her Complaint and the practices that are alleged to
constitute an impropriety with respect to accounting, internal
accounting controls or auditing matters relating to a Fund, providing as
much detail as possible.
2. Alternatively, the Employee may submit to any member of the Committee
(by hand, mail, e-mail or fax) a confidential memorandum which details
the Employee's Complaint and the practices that are alleged to
constitute an improper accounting, internal accounting control or
auditing matter, providing as much detail as possible.
3. The name and contact information for each member of the Committee will
be provided to Employees when they are given the Procedures and updated
as necessary.
Procedures for Treating Complaints
The Committee member who initially receives a Complaint (the "Evaluating
Committee Member") will conduct an initial evaluation (an "Initial Evaluation")
of the Complaint as soon as reasonably practicable following receipt. The
Evaluating Committee Member will determine whether the Complaint actually
relates to the Fund's accounting, internal accounting controls or auditing
matters and, if not, whether it should be reviewed by a party other than the
Committee. The Evaluating Committee Member shall also determine whether the
Complaint requires investigation by the Committee. In conducting an initial
evaluation, the Evaluating Committee Member may consult with counsel to the
Directors who are not "interested persons" of the Fund within the meaning of the
Investment Company Act of 1940, as amended, and/or other Committee members. A
Committee member may not be the Evaluating Committee Member for, or otherwise
consulted with respect to, a Complaint that relates to improprieties by that
Committee member.
After the initial evaluation is complete, all Complaints requiring
investigation by the Committee will be discussed at the next regularly-scheduled
meeting of the Committee, or a specially-scheduled meeting in advance thereof.
The Committee shall investigate the Complaints as follows:
1. the Committee may choose to investigate the Complaint through its own
members and/or with the assistance of counsel;
A-7
2. the Committee may select a designee within the Fund or its service
providers to investigate the Complaint, provided that the identity of
the complaining Employee shall not be disclosed to such designee. Under
no circumstances will a party who has direct supervisory control over,
or who may be responsible for, the action giving rise to the Complaint
be charged with investigating that action;
3. the Committee may retain an outside party (other than the Fund's
independent auditors) to investigate the Complaint; or
4. the Committee may investigate the Complaint in such other manner as the
Committee deems appropriate.
Any party designated to investigate a Complaint shall be provided reasonable
access to the Fund's (and to the extent deemed necessary by the Committee, the
Fund's service providers') employees, documents, and computer systems for
purposes of conducting the investigation. At the conclusion of its
investigation, which shall be completed as promptly as practicable after
referral of the Complaint, the investigating party will be responsible for
making a full report to the Committee with respect to the Complaint and to make
recommendations for corrective actions, if any, to be taken by the Fund. The
Committee will then report to the Board of Directors at its next
regularly-scheduled meeting with respect to the Complaint and any corrective
actions recommended by the Committee. If the Complaint involves improprieties of
any member of the Board of Directors, the Committee may make its report in an
executive session of the Board of Directors.
Procedures for Retaining Complaints
The Chairperson will be responsible for ensuring that all Complaints
received by the Committee, together with any documents pertaining to the
Committee (or its designee's) investigation and treatment of the Complaint, are
retained for six years, or for such longer period as may be required by
applicable law, in a manner consistent with preserving the anonymity of
Employees who have submitted Complaints.
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APPENDIX B
AUDIT AND NOMINATING COMMITTEE
POLICY REGARDING SELECTION OF DIRECTOR NOMINEES
The Audit and Nominating Committee will, when a vacancy on the Board exists
or is anticipated, consider any candidate for Director recommended by a
stockholder if (a) the recommendation contains sufficient background information
concerning the candidate to enable the Committee to make a proper judgment as to
the candidate's qualifications and (b) the recommendation is submitted in
accordance with applicable procedural requirements set forth in the Fund's
By-laws.
The Audit and Nominating Committee has not established specific, minimum
qualifications that must be met by an individual for the Audit and Nominating
Committee to recommend that individual for nomination as a Director. In seeking
candidates to consider for nomination to fill a vacancy on the Board, the Audit
and Nominating Committee expects to seek referrals from a variety of sources,
including current Directors, management of the Fund and counsel to the Fund. The
Committee may also engage a search firm to identify or evaluate or assist in
identifying or evaluating candidates. In evaluating candidates for a position on
the Board, the Audit and Nominating Committee considers a variety of factors,
including, as appropriate: (i) the candidate's knowledge in matters relating to
the mutual fund industry; (ii) any experience possessed by the candidate as a
director or senior officer of other public companies; (iii) the candidate's
educational background; (iv) the candidate's reputation for high ethical
standards and personal and professional integrity; (v) any specific financial,
technical or other expertise possessed by the candidate, and the extent to which
such expertise would complement the Board's existing mix of skills and
qualifications; (vi) the candidate's perceived ability to contribute to the
ongoing functions of the Board, including the candidate's ability and commitment
to attend meetings regularly and work collaboratively with other members of the
Board; (vii) the candidate's ability to qualify as an Independent Director for
purposes of the 1940 Act, the candidate's independence from Fund service
providers and the existence of any other relationships that might give rise to a
conflict of interest or the appearance of a conflict of interest; (viii) the
candidate's age relative to the Fund's age limitation on nominations and
(ix) such other factors as the Audit and Nominating Committee determines to be
relevant in light of the existing composition of the Board and any anticipated
vacancies or other transitions, e.g., whether or not a candidate is an "audit
committee financial expert" under the federal securities laws. Prior to making a
final recommendation to the Board, the Audit and Nominating Committee conducts
personal interviews with the candidates it concludes are the most qualified. Any
candidates recommended by stockholders will be evaluated in the same manner.
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THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET, BOSTON, MASSACHUSETTS 02109
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 2004
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Series A, Series B, Series C and/or
Series D Auction Term Preferred Stock (collectively, "Auction Term Preferred
Stock") of The New America High Income Fund, Inc., a Maryland corporation (the
"Fund"), hereby constitute(s) and appoint(s) ROBERT F. BIRCH and RICHARD E.
FLOOR, and each of them, as proxies for the undersigned, each with full power of
substitution and revocation, to represent the undersigned at the Annual Meeting
of Stockholders of the Fund (the "Annual Meeting" or "Meeting") to be held at
the offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on Friday, April 30, 2004 at 10:00 a.m. local time, and at
any and all adjournments and postponements thereof, and thereat to vote all
shares of the Auction Term Preferred Stock of the Fund held of record by the
undersigned on Wednesday, February 18, 2004, with all powers the undersigned
would possess if personally present, in accordance with the instructions on this
proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE PROXIES
WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ON THE REVERSE SIDE.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
PLEASE PROVIDE NEW ADDRESS BELOW: DO YOU HAVE ANY COMMENTS?
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
THE NEW AMERICA HIGH INCOME FUND, INC.
PLEASE MARK BOXES IN BLUE OR BLACK INK AS IN THIS EXAMPLE /X/
1. A. authority to vote for the election as Directors of all the
Auction Term Preferred Stock nominees listed below. / / GRANTING / / WITHHOLDING
JOSEPH L. BOWER AND BERNARD J. KORMAN
B. authority to vote for the election as Directors of all the
nominees listed below. / / GRANTING / / WITHHOLDING
ROBERT F. BIRCH, RICHARD E. FLOOR AND ERNEST E. MONRAD
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME.)
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE PROXIES
WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENTS THEREOF. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH
NOMINEE. THE UNDERSIGNED HEREBY ACKNOWLEDGE(S) RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
Please be sure to sign and date this Proxy.
------------------------------------------------
Date
------------------------------------------------
Stockholder sign here
------------------------------------------------
Co-owner sign here
Mark box at right if an address change or comment has been noted on the reverse
side of the card. / /
SHARES ON RECORD DATE: -----------------------------------------
THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET, BOSTON, MASSACHUSETTS 02109
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 2004
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Common Stock of The New America High
Income Fund, Inc., a Maryland corporation (the "Fund"), hereby constitute(s)
and appoint(s) ROBERT F. BIRCH and RICHARD E. FLOOR, and each of them, as
proxies for the undersigned, each with full power of substitution and
revocation, to represent the undersigned at the Annual Meeting of
Stockholders of the Fund (the "Annual Meeting" or "Meeting") to be held at
the offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on Friday, April 30, 2004 at 10:00 a.m. local time, and
at any and all adjournments or postponements thereof, and thereat to vote all
shares of the Common Stock of the Fund held of record by the undersigned on
Wednesday, February 18, 2004, with all powers the undersigned would possess
if personally present, in accordance with the instructions on this proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR SET FORTH
ON THE REVERSE SIDE.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be
that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________ ___________________________________
_______________________________ ___________________________________
_______________________________ ___________________________________
THE NEW AMERICA
HIGH INCOME FUND, INC.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
______________________________ ______________________________
VOTE-BY-INTERNET [GRAPHIC] VOTE-BY-TELEPHONE [GRAPHIC]
LOG ON TO THE INTERNET AND GO TO OR CALL TOLL-FREE
http://www.eproxyvote.com/hyb 1-877-PRX-VOTE (1-877-779-8683)
IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.
PLEASE MARK VOTES AS IN THIS EXAMPLE. /X/
______________________________________
THE NEW AMERICA HIGH INCOME FUND, INC.
______________________________________
1. Election as Directors of all the nominees below.
(01) ROBERT F. BIRCH, (02) RICHARD E. FLOOR AND (03) ERNEST E. MONRAD
FOR WITHHOLD
/ / / /
/ /________________________________________
For all nominees except as noted above
Mark box at right if an address change or / /
comment has been noted on the reverse
side of this card.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE. THE UNDERSIGNED HEREBY
ACKNOWLEDGE(S) RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.
Please be sure to sign and date this Proxy.
________________________ _________________________
Signature Date
_______________________ _________________________
Signature Date
THE NEW AMERICA HIGH INCOME FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 2004
SCRIPT FOR TOUCH TONE TELEPHONE VOTING
Welcome to the electronic voting system. Please have your proxy card or
voting instruction sheet or ballot available before voting. Enter the series
of numbers that appears within the shaded area on your proxy card,
instruction card or ballot, followed by the pound sign. [If the stockholder
enters necessary information, script continues as follows.] One moment,
please, while we verify your information. Enter the last four digits of the
U.S. Social Security Number or the U.S. Taxpayer Identification Number for
this account, followed by the pound sign. [If the stockholder enters
necessary information, script continues as follows.] The company that you
are voting is The New America High Income Fund, Inc. Your vote is subject to
the same terms and authorizations as indicated on the proxy card. It also
authorizes the named proxies to vote according to the instructions at the
meeting of the stockholders. To vote all proposals in accordance with the
recommendations of the Board of Directors, press one. If you wish to vote on
one proposal at a time, press two.
[If the stockholder presses one, the script continues as follows; if the
stockholder presses two, the script continues using the script for proposal
by proposal voting shown below.] You have cast your vote as follows: You
have voted in the manner recommended by the Board of Directors. Your vote
has been successfully recorded. It is not necessary for you to mail in your
card. If you wish to vote another card or change your vote, press one.
Otherwise, please hang up. Thank you for voting.
[SCRIPT FOR PROPOSAL BY PROPOSAL VOTING]
Item 1. To vote for all nominees, press one. To withhold from all nominees,
press two. To withhold from individual nominees, press three.
[If the stockholder presses one or two, the script continues as follows; if
the stockholder presses three, the script continues below.] You have cast
your vote as follows: [Script reviews stockholder votes.] Your vote has
been successfully recorded. It is not necessary for you to mail in your
card. If you wish to vote another card or change your vote, press one.
Otherwise please hang up. Thank you for voting.
[If the stockholder presses three above, the script continues as follows.]
Enter the two-digit number next to the nominee from whom you would like to
withhold your vote followed by the pound key or, if you have completed voting
on directors, press the pound key again.
[If the stockholder enters a valid nominee number, the script continues as
follows; if the stockholder presses the pound key, the script continues
below.] To withhold your vote from another nominee, enter the 2-digit number
next to the nominee followed by the pound key or, if you have completed
voting on directors, press the pound key again.
[If the stockholder presses the pound key, the script continues as follows.]
You have cast your vote as follows: [Script reviews stockholder votes.]
Your vote has been successfully recorded. It is not necessary for you to
mail in your card. If you wish to vote another card, or change your vote,
press one. Otherwise please hang up. Thank you for voting.
[At any time during the call, if the stockholder either presses no key or
enters an invalid number, the current item is repeated three times. After
the third time, if no valid number is entered, the script continues as
follows.] We are unable to process your request at this time. Thank you for
calling.
[GRAPHIC]
[EQUISERVE(R) LOGO] VOTE
BY NET
VOTE BY NET
< STEP 1 > | Step 2 | Step 3
WELCOME TO THE EQUISERVE ONLINE VOTING WIZARD!
Just follow a few simple steps to complete the secure online voting process:
AUTHENTICATION: Login using your voter control number
DELIVERY PREFERENCE: Setup future delivery of your annual meeting materials
VOTING: Cast your vote and receive your confirmation online
FINISH: Update your address and review other options
If you have more than one proxy card, instruction card or ballot, please vote
them one card at a time. To get started now, login below and click "Continue".
STEP 1: AUTHENTICATION
Enter the series of numbers that appears within the shaded
area on your proxy card, instruction card or ballot ___________________
Enter the last 4 digits of the U.S. social security number
(SSN) or the U.S. taxpayer identification number (TIN) for
this account.* ___________________
*If you do not have a SSN or TIN for this account, please
leave this box blank.
< CONTINUE >
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[GRAPHIC]
[EQUISERVE(R) LOGO] VOTE
BY NET
VOTE BY NET
THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | < STEP 2 > | Step 3
WELCOME
Name Line
Address Line
City, State, Zip Code Line
DELIVERY PREFERENCE
Select how you would like to receive your future annual meeting materials:
/ / Postal mail -or-
/ / Electronically (VIEW TERMS AND CONDITIONS FOR ELECTRONIC DELIVERY)
E-mail address (e.g., name@xyz.com) _______________________________
Enter e-mail address again for validation _______________________________
< CONTINUE >
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[GRAPHIC]
[EQUISERVE(R) LOGO] VOTE
BY NET
VOTE BY NET
THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | Step 2 | < Step 3 >
THE NEW AMERICA HIGH INCOME FUND, INC. ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 2004
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Common Stock of The New America High
Income Fund, Inc., a Maryland corporation (the "Fund"), hereby constitute(s)
and appoint(s) ROBERT F. BIRCH and RICHARD E. FLOOR, and each of them, as
proxies for the undersigned, each with full power of substitution and
revocation, to represent the undersigned at the Annual Meeting of
Stockholders of the Fund (the "Annual Meeting" or "Meeting") to be held at
the offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on Friday, April 30, 2004 at 10:00 a.m. local time, and
at any and all adjournments or postponements thereof, and thereat to vote all
shares of the Common Stock of the Fund held of record by the undersigned on
February 18, 2004, with all powers the undersigned would possess if
personally present, in accordance with the instructions on this proxy.
THE NEW AMERICA HIGH INCOME FUND, INC. BOARD OF DIRECTORS RECOMMENDS A VOTE:
"FOR" ALL NOMINEES
Check this box to cast your vote in accordance with the recommendations of The
New America High Income Fund, Inc. Board of Directors: / /
THE NEW AMERICA HIGH INCOME FUND, INC. BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL NOMINEES.
1. Election of Directors of all the nominees.
/ / FOR ALL NOMINEES, EXCEPT AS NOTED BELOW / / WITHHOLD AS TO ALL NOMINEES
/ / Robert F. Birch / / Richard E. Floor / / Ernest E. Monrad
To cast your vote please click "Submit".
(NOTE: Your vote will not be counted until you click "Submit".)
< SUBMIT >
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(C)2002 EquiServe(R). All rights reserved.
[GRAPHIC]
[EQUISERVE(R) LOGO] VOTE
BY NET
VOTE BY NET
THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | Step 2 | < Step 3 > [GRAPHIC] PRINT THIS PAGE
NAME LINE
ADDRESS LINE
CITY, STATE, ZIP CODE LINE
CONTROL NUMBER:
CONFIRMATION NUMBER:
DATE:
Thank you for using EquiServe's Vote-By-Net facility.
STEP 3: SUMMARY OF YOUR VOTE
Your vote was recorded by EquiServe as follows:
1. Election of Directors of all the nominees. FOR ALL NOMINEES
Delivery Preference
Please keep a copy for your records. To change your vote click "Back".
To change your address or provide a comment click "Options".
You can now VOTE ANOTHER BALLOT or go to THE NEW AMERICA HIGH INCOME FUND, INC.
HOMEPAGE or click "Exit" to go to EquiServe Homepage.
< BACK OPTIONS >> < FINISH >
HOME | ABOUT SECURITY | PRIVACY POLICY | BACK TO TOP
(C)2002 EquiServe(R). All rights reserved.
[GRAPHIC]
[EQUISERVE(R) LOGO] VOTE
BY NET
VOTE BY NET
THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | Step 2 | < Step 3 > [GRAPHIC] PRINT THIS PAGE
NAME LINE
ADDRESS LINE
CITY, STATE, ZIP CODE LINE
CONTROL NUMBER:
CONFIRMATION NUMBER:
DATE:
Thank you for using EquiServe's Vote-By-Net facility.
STEP 3: SUMMARY OF YOUR VOTE
Your vote was recorded by EquiServe as follows:
1. Election of Directors of all the nominees. WITHHOLD AS TO ALL NOMINEES
Delivery Preference
Please keep a copy for your records. To change your vote click "Back".
To change your address or provide a comment click "Options".
You can now VOTE ANOTHER BALLOT or go to THE NEW AMERICA HIGH INCOME FUND, INC.
HOMEPAGE or click "Exit" to go to EquiServe Homepage.
< BACK OPTIONS >> < FINISH >
HOME | ABOUT SECURITY | PRIVACY POLICY | BACK TO TOP
(C)2002 EquiServe(R). All rights reserved.
[GRAPHIC]
[EQUISERVE(R) LOGO] VOTE
BY NET
VOTE BY NET
THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | Step 2 | < Step 3 > [GRAPHIC] PRINT THIS PAGE
NAME LINE
ADDRESS LINE
CITY, STATE, ZIP CODE LINE
CONTROL NUMBER:
CONFIRMATION NUMBER:
DATE:
Thank you for using EquiServe's Vote-By-Net facility.
STEP 3: SUMMARY OF YOUR VOTE
Your vote was recorded by EquiServe as follows:
1. Election of Directors of all the nominees. FOR ALL NOMINEES, EXCEPT AS
NOTED BELOW
Delivery Preference
Please keep a copy for your records. To change your vote click "Back".
To change your address or provide a comment click "Options".
You can now VOTE ANOTHER BALLOT or go to THE NEW AMERICA HIGH INCOME FUND, INC.
HOMEPAGE or click "Exit" to go to EquiServe Homepage.
< BACK OPTIONS >> < FINISH >
HOME | ABOUT SECURITY | PRIVACY POLICY | BACK TO TOP
(C)2002 EquiServe(R). All rights reserved.