Common use of Rights and Issuance of Subscription Certificates Clause in Contracts

Rights and Issuance of Subscription Certificates. (a) Each Subscription Certificate shall be transferable and shall, unless exercised by the holder thereof in the manner set forth in the Prospectus expire upon the expiration of the offer. The Agent shall, in its capacity as transfer agent for the Fund, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a "Rightholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder in whose name it is recorded to the following: (1) The right (the "Basic Subscription Right") to purchase a number of shares of Common Stock equal to one share of Common Stock for every one Right; provided, however, that no fractional shares of Common Stock shall be issued; and (2) The right (the "Oversubscription Right") to purchase additional shares of Common Stock, subject to the availability of such shares and to allotment of such shares as may be available among Rightholders who exercise Oversubscription Rights on the basis specified in the Prospectus; provided, however, that a Rightholder who has not exercised his Basic Subscription Right with respect to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, shall not be entitled to any Oversubscription Right. (b) A Rightholder may exercise his Basic Subscription Right and Oversubscription Right by delivery to the Agent at its corporate office specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order or check drawn on a bank located in the U.S. and in each case payable to the order of "The New America High Income Fund, Inc." (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than four business days after the Expiration Date, the Agent shall send a confirmation to each Rightholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (ii) the number of shares, if any, acquired pursuant to the Oversubscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, and (iv) any additional amount payable by the Rightholder to the Fund or any excess to be refunded by the Fund to the Rightholder, in each case, based on the Subscription Price. Any additional payment required from a Rightholder must be received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder as provided in Section 6 below.

Rights and Issuance of Subscription Certificates. (a) Each Subscription Certificate shall be transferable and shall, unless exercised by evidence the holder thereof in Rights of the manner set forth in the Prospectus expire Shareholder therein named to purchase shares of Common Stock upon the expiration terms and conditions therein and herein set forth. (b) Upon the written authorization of the offer. The Company, signed by any of its duly authorized officers, as to the Record Date, the Agent shall, from a list of the Shareholders of Common Stock as of the Record Date to be prepared by the Agent in its capacity as transfer agent for Transfer Agent of the FundCompany, maintain a register of prepare and record Subscription Certificates and in the holders names of record thereof (each of whom shall be deemed a "Rightholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shallShareholders, subject to setting forth the provisions thereof, entitle the Rightholder in whose name it is recorded to the following: (1) The right (the "Basic Subscription Right") to purchase a number of Rights to subscribe for shares of the Common Stock calculated on the basis of seven Rights for each ten shares of Common Stock equal recorded on the books in the name of each such Shareholder as of the Record Date. The number of Rights distributed to one share of Common Stock for every one Right; provided, however, that no fractional shares of Common Stock each Shareholder shall be issued; and (2) The right (rounded up to the "Oversubscription Right") nearest whole number. No Subscription Certificate may be divided in such a way as to purchase additional permit the holder of such certificate to receive a greater number of Rights than the number to which such Subscription Certificate entitles its holder, except that a depository, bank, trust company, or securities broker or dealer holding shares of Common Stock, subject to the availability of such shares and to allotment of such shares as may be available among Rightholders who exercise Oversubscription Rights on the basis specified in the Prospectus; providedRecord Date for more than one beneficial owner may, however, that a Rightholder who has not exercised his Basic Subscription Right with respect to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, shall not be entitled to any Oversubscription Right. (b) A Rightholder may exercise his Basic Subscription Right upon execution and Oversubscription Right by delivery to the Agent at its corporate office specified of a Certification and Request for Additional Rights, substantially in the Prospectus of (i) the form attached hereto as Exhibit A, exchange its Subscription Certificate with respect thereto, duly executed by to obtain a Subscription Certificate for the number of Rights to which all such Rightholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order or check drawn on a bank located beneficial owners in the U.S. and in aggregate would have been entitled had each case payable to been a Holder on the order of "The New America High Income Fund, Inc."Record Date. (c) Rights may Each Subscription Certificate shall be exercised at any time after dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Agent. Upon the written advice, signed as aforesaid, as to the effective date of issuance the Registration Statement, the Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instructions as to the use of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time on such date and any other document as the Fund shall designate Company deems necessary or appropriate, to all Shareholders with record addresses in the Agent in writing United States (including its territories and possessions and the "Expiration Date"District of Columbia). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent No Subscription Certificate shall be deemed valid for any purpose unless so executed. Delivery to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights Shareholders shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date first class mail (as defined belowwithout registration or insurance). (e) On a date (the "Confirmation Date") that is no later than four business days after the Expiration Date, the Agent shall send a confirmation to each Rightholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (ii) the number of shares, if any, acquired pursuant to the Oversubscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, and (iv) any additional amount payable by the Rightholder to the Fund or any excess to be refunded by the Fund to the Rightholder, in each case, based on the Subscription Price. Any additional payment required from a Rightholder must be received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder as provided in Section 6 below.

Rights and Issuance of Subscription Certificates. (a) Each Subscription Certificate shall be transferable and shall, unless exercised by evidence the holder thereof in Rights of the manner set forth in the Prospectus expire Stockholder therein named to purchase Shares upon the expiration of the offer. The Agent shall, in its capacity as transfer agent for the Fund, maintain a register of Subscription Certificates terms and the holders of record thereof (each of whom shall be deemed a "Rightholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder in whose name it is recorded to the following: (1) The right (the "Basic Subscription Right") to purchase a number of shares of Common Stock equal to one share of Common Stock for every one Right; provided, however, that no fractional shares of Common Stock shall be issued; and (2) The right (the "Oversubscription Right") to purchase additional shares of Common Stock, subject to the availability of such shares conditions therein and to allotment of such shares as may be available among Rightholders who exercise Oversubscription Rights on the basis specified in the Prospectus; provided, however, that a Rightholder who has not exercised his Basic Subscription Right with respect to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, shall not be entitled to any Oversubscription Rightherein set forth. (b) A Rightholder may exercise his Basic Upon the written advice of the Fund, signed by any of its duly authorized officers, the Subscription Right Agent will, from a list of the Fund's Stockholders, which list will be compiled by the Subscription Agent in its capacity as Transfer Agent of the Fund, prepare and Oversubscription Right by delivery to the Agent at its corporate office specified record Subscription Certificates in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder in accordance with and as provided by the terms and conditions names of the Subscription CertificateStockholders, together with (ii) setting forth the estimated subscription price number of Rights to subscribe for the Shares calculated on the basis of one Right for each share of Common Stock subscribed recorded on the books of the Fund in the name of each such Stockholder as of the Record Date. The number of Rights that are issued to Stockholders will be rounded up, by the Subscription Agent, to the nearest whole number of Rights evenly divisible by three. In the case of shares of Common Stock held of record by Cede & Co., as nominee for The Depository Trust Company, or by exercise any other depository or nominee (a "Nominee Holder"), the number of Rights issued to such Nominee Holder will be adjusted, by the Subscription Agent, to permit rounding up (to the nearest whole number of Rights evenly divisible by three) of the number of Rights to be received by beneficial holders for whom the Nominee Holder is the holder of record only if the Nominee Holder provides to the Subscription Agent on or before the close of business on the fifth business day prior to the Expiration Date written representation of the number of Rights required for such rounding. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Fund. No Subscription Certificate shall be valid for any purpose unless so executed. Should any officer of the Fund whose signature has been placed upon any Subscription Certificate cease to hold such office at any time thereafter, such event shall have no effect on the validity of such Rights, in United States dollars by money order or check drawn on a bank located in the U.S. and in each case payable to the order of "The New America High Income Fund, Inc."Subscription Certificate. (c) Rights may be exercised at Upon the written advice of the Fund, signed as by any time after of its duly authorized officers, as to the effective date of issuance 3 the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time on such date Prospectus and any other document as the Fund deems necessary or appropriate, to all Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall designate be by first class mail (without registration or insurance). The Subscription Agent will mail a copy of the Prospectus, a special notice and other documents as the Fund deems necessary or appropriate, if any, but not Subscription Certificates, to Stockholders whose record addresses are outside the Agent in writing United States (including its territories and possessions and the District of Columbia) ("Expiration DateForeign Stockholders"). For the purpose of determining the time of the exercise of any Rights, delivery of any material Delivery to the Agent Foreign Stockholders shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectusby air mail (without registration or insurance) or for those Foreign Stockholders having APO or FPO addresses, by first class mail (without registration or insurance). (d) Not withstanding The Subscription Agent shall hold the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate Rights issued by the Fund to Foreign Stockholders for such Foreign Stockholders' accounts until instructions are received to exercise, sell or transfer the Agent prior to 5:00 P.M. Rights. If no instructions have been received by 12:00 Noon, New York City Time on the Expiration Datetime, if three Business Days prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than four business days after the Expiration Date, the Subscription Agent shall send a confirmation will use its best efforts to each Rightholder (or, for shares sell the Rights of Common Stock on the Record Date held by Cede & Co. those registered Foreign Stockholders through or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (iiDealer Manager in accordance with Section 5(b) the number hereof. The proceeds net of sharescommissions, if any, acquired pursuant from the sale of those Rights will be remitted to the Oversubscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, and (iv) any additional amount payable by the Rightholder to the Fund or any excess to be refunded by the Fund to the Rightholder, in each case, based on the Subscription Price. Any additional payment required from a Rightholder must be received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder as provided in Section 6 belowForeign Stockholders.

Rights and Issuance of Subscription Certificates. (a) Each Subscription Certificate shall be transferable and shall, unless exercised by the holder thereof in the manner set forth in the Prospectus expire upon the expiration of the offer. The Agent shall, in its capacity as transfer agent for the Fund, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a "Rightholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder in whose name it is recorded to the following: (1) The right (the "Basic Subscription Right") to purchase a number of shares of Common Stock equal to one share of Common Stock for every one Right; provided, however, that no fractional shares of Common Stock shall be issued; and (2) The right (the "Oversubscription Right") to purchase additional shares of Common Stock, subject to the availability of such shares and to allotment of such shares as may be available among Rightholders who exercise Oversubscription Rights on the basis specified in the Prospectus; provided, however, that a Rightholder who has not exercised his Basic Subscription Right with respect to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, shall not be entitled to any Oversubscription Right. (b) A Rightholder may exercise his Basic Subscription Right and Oversubscription Right by delivery to the Agent at its corporate office specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order or check drawn on a bank located in the U.S. and in each case payable to the order of "The New America High Income Fund, Inc.". (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern New York City Time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three five business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than four ten business days after the Expiration DatePricing Date (as defined in the Prospectus), the Agent shall send a confirmation to each Rightholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (ii) the number of shares, if any, acquired pursuant to the Oversubscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, (iv) any amount payable to the Rightholder pursuant to Section 8 below, and (ivv) any additional amount payable by the Rightholder to the Fund or any excess to be refunded by the Fund to the Rightholder, in each case, based on the Subscription PricePricing Date. Any additional payment required from a Rightholder must be received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder as provided in Section 6 below.

Rights and Issuance of Subscription Certificates. (a) Each Subscription Certificate shall be non-transferable and shall, unless exercised by the holder thereof in the manner set forth in the Prospectus Prospectus, expire upon the expiration of the offer. The Agent shall, in its capacity as transfer agent for the Fund, shall maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a "RightholderShareholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder Shareholder in whose name it is recorded to the following: (1) The right (the "Basic Primary Subscription Right") to purchase a number of shares of Common Stock equal to one share of Common Stock for every one Right(1) Right(s); provided, however, that no fractional shares of Common Stock shall be issued; and (2) The right (the "Oversubscription Primary Over-Subscription Right") to purchase additional shares of Common Stock, subject to the availability of such shares and to allotment of such shares as may be available among Rightholders Shareholders who exercise Oversubscription Over- Subscription Rights on the basis specified in the Prospectus; provided, however, that a Rightholder Shareholder who has not exercised his Basic Primary Subscription Right with respect to the full number of shares that such Rightholder Shareholder is entitled to purchase by virtue of his Basic Primary Subscription Right as of the Expiration DateDate (as hereinafter defined), if any, shall not be entitled to any Oversubscription Over-Subscription Right. (b) A Rightholder Shareholder may exercise his Basic Primary Subscription Right and Oversubscription Over-Subscription Right by delivery to the Agent at its corporate office specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder Shareholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order or check drawn on a bank located in the U.S. United States and in each case payable to the order of "The New America High Income FundSanctuary Woodx Xxxlimedia Corporation, Inc." (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time New York City time on such date as the Fund Company shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York 3 City Time time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice Notice of guaranteed delivery Guaranteed Delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Primary Subscription Rights and Oversubscription Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate Certificate, together will full payment, by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below)Date. (e) On a date (the "Confirmation Date") that is no later than four eight business days after the Expiration DateDate (as defined in the Prospectus), the Agent shall send a confirmation to each Rightholder Shareholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Primary Subscription Rights, (ii) the number of shares, if any, acquired pursuant to the Oversubscription Over-Subscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, (iv) any amount payable to the Shareholder pursuant to Section 8 below, and (ivv) any additional amount payable by the Rightholder Shareholder to the Fund Company or any excess to be refunded by the Fund Company to the RightholderShareholder, in each case, case based on the Subscription PricePrice as determined on the Expiration Date. Any additional payment required from a Rightholder Shareholder must be received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund Company to a Rightholder Shareholder shall be mailed by the Agent to the Rightholder Shareholder as provided in Section 6 below.

Rights and Issuance of Subscription Certificates. (a) Each Subscription Certificate shall be transferable and shall, unless exercised by evidence the holder thereof in Rights of the manner set forth in the Prospectus expire Stockholder therein named to purchase Common Stock upon the expiration terms and conditions therein set forth. (b) Upon the written advice of RSI, signed by any of its duly authorized officers, as to the offer. The Record Date, the Agent shall, from a list of RSI Stockholders as of the Record Date to be prepared by the Agent in its capacity as transfer agent for the FundTransfer Agent of RSI, maintain a register of prepare and record Subscription Certificates and in the holders names of record thereof (each the Stockholders, setting forth the number of whom shall Rights to subscribe for RSI's Common Stock calculated as described above. The number of Rights that are issued to Record Date Stockholders will be deemed a "Rightholder" hereunder for purposes of determining rounded up, by the rights of holders of Subscription Certificates). Each Subscription Certificate shallAgent, subject to the provisions thereof, entitle nearest whole number of Rights evenly divisible by one. In the Rightholder in whose name it is recorded to the following: (1) The right (the "Basic Subscription Right") to purchase a number case of shares of Common Stock equal held of record by a nominee holder, the number of Rights issued to one share of Common Stock for every one Right; providedsuch nominee holder will be adjusted, howeverby the Agent, that no fractional shares of Common Stock shall be issued; and to permit rounding up (2) The right (the "Oversubscription Right") to purchase additional shares of Common Stock, subject to the availability nearest whole number of such shares and Rights evenly divisible by one) of the Rights to allotment be received by beneficial holders for whom the nominee holder is the holder of such shares as may be available among Rightholders who exercise Oversubscription Rights record only if the nominee holder provides to the Agent on or before the close of business on the basis specified in the Prospectus; provided, however, that a Rightholder who has not exercised his Basic Subscription Right with respect fifth business day prior to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, written representation of the number of Rights required for such rounding. Each Subscription Certificate shall not be entitled to any Oversubscription Right. (b) A Rightholder may exercise his Basic Subscription Right dated as of the Record Date and Oversubscription Right shall be executed manually or by delivery to facsimile signature of a duly authorized officer of RSI. Immediately after the Distribution the Agent at its corporate office specified in the Prospectus of (i) shall deliver the Subscription Certificate with respect thereto, duly executed by such Rightholder in accordance with and as provided by the terms and conditions of the Subscription CertificateCertificates, together with a copy of the Prospectus, instruction letter and any other document as RSI deems necessary or appropriate, to all Stockholders with record addresses in the United States (iiincluding its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Stockholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as RSI deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Stockholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. Should any officer of RSI whose signature has been placed upon any Subscription Certificate cease to hold such office at any time thereafter, such event shall have no effect on the estimated subscription price for each share of Common Stock subscribed for by exercise validity of such Rights, in United States dollars by money order or check drawn on a bank located in the U.S. and in each case payable to the order of "The New America High Income Fund, Inc."Subscription Certificate. (c) Rights may be exercised at any time after the date of issuance The Agent will mail a copy of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time on such date Prospectus, instruction letter, a special notice and other documents as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) RSI deems necessary or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than four business days after the Expiration Date, the Agent shall send a confirmation to each Rightholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (ii) the number of sharesappropriate, if any, acquired pursuant but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the Oversubscription Rights, United States (iiiincluding its territories and possessions and the District of Columbia) the per share (the "Foreign Record Date Stockholders"). The Rights to which such Subscription Price") and total purchase price for the shares, and (iv) any additional amount payable by the Rightholder to the Fund or any excess to Certificates relate will be refunded by the Fund to the Rightholder, in each case, based on the Subscription Price. Any additional payment required from a Rightholder must be received held by the Agent within ten business days after for such Foreign Record Date Stockholders' accounts until instructions are received to exercise the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder as provided in Section 6 belowRights.

Rights and Issuance of Subscription Certificates. 3.1 Each Subscription Certificate shall evidence the Rights of the Medis Common Stockholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. 3.2 Upon the written advice of the Company, signed by any of its duly authorized officers or its legal counsel on behalf of the Company, as to the record date for determining Medis Common Stockholders entitled to participate in the Offering (a) the “Record Date”), the Agent shall, from a list of the Medis Common Stockholders as of the Record Date to be prepared by the Agent in its capacity as Transfer Agent of Medis, prepare and record Subscription Certificates in the names of the Medis Common Stockholders, setting forth the number of Rights to subscribe for the Common Stock calculated on the basis of a ratio to be set forth in the Prospectus and provided to the Agent by Medis and the Company for such purpose. The number of Rights that are issued to Medis Common Stockholders will be rounded downwards, by the Agent, to the nearest number of whole Rights, as fractional Rights will not be issued. Each Subscription Certificate shall be transferable dated as of the Record Date and shallshall be executed manually by or by facsimile signature of a duly authorized officer of the Agent. 3.3 Upon the written advice, unless exercised signed as aforesaid, as to the effective date of the Registration Statement, the Agent shall promptly countersign and deliver, or cause to be delivered, (i) by first class mail, the holder thereof Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other document as the Company deems necessary or appropriate (collectively, the “Offering Documents”), to all Medis Common Stockholders with record addresses in the manner set forth in the Prospectus expire upon the expiration of the offer. The Agent shall, in United States (including its capacity as transfer agent for the Fund, maintain a register of Subscription Certificates territories and possessions and the holders District of record thereof (each of whom shall be deemed a "Rightholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder in whose name it is recorded to the following: (1Columbia) The right (the "Basic Subscription Right") to purchase a number of shares of Common Stock equal to one share of Common Stock for every one Rightand Canada; provided, however, that no fractional shares the Agent shall not deliver the Offering Documents to any Medis Common Stockholder upon notice to the Agent that such stockholder has a record address in a jurisdiction in the United States (including its territories and possessions and the District of Common Stock shall Columbia) or Canada where the offering is or would be issued; and (2) The right unlawful (the "Oversubscription Right"“Other Jurisdictions”), (ii) by first class mail, a copy of the Prospectus, instruction letter and any other document as the Company deems necessary or appropriate, but not Subscription Certificate (collectively, the “Alternate Documents”), to purchase additional shares of all Medis Common StockStockholders with record addresses in Other Jurisdictions (“Other Continental Stockholders”), subject (iii) by airmail, the Offering Documents, to the availability of such shares and to allotment of such shares as may be available among Rightholders who exercise Oversubscription Rights on the basis specified all Medis Common Stockholders with record addresses in the ProspectusState of Israel; provided, however, that a Rightholder who has not exercised his Basic Subscription Right with respect to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, Agent shall not be entitled deliver the Offering Documents to any Oversubscription Right. (b) A Rightholder may exercise his Basic Subscription Right and Oversubscription Right by delivery Medis Common Stockholder with a record address in the State of Israel upon notice to the Agent at its corporate office specified in that the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order Offering is or check drawn on a bank located in the U.S. and in each case payable to the order of "The New America High Income Fund, Inc." (c) Rights may would be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than four business days after the Expiration Date, the Agent shall send a confirmation to each Rightholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (ii) the number of shares, if any, acquired pursuant to the Oversubscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, unlawful and (iv) by air mail, a copy of the Alternate Documents to Medis Common Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia), and Israel (collectively with the Other Continental Stockholders, “Other Stockholders”). The Agent will hold Subscription Certificates for the account of any additional amount payable by Other Stockholder, subject to such Other Stockholder making satisfactory arrangements with the Rightholder to Agent for the Fund or any excess to be refunded by exercise of the Fund to Rights evidenced thereby, and follow the Rightholder, in each case, based on instructions of such Other Stockholder for the Subscription Price. Any additional payment required from a Rightholder must be exercise of such Rights if such instructions are received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder Expiration Date (as provided in Section 6 belowhereinafter defined).

Rights and Issuance of Subscription Certificates. (a) Each Subscription Certificate shall be non-transferable and shall, unless exercised by the holder thereof in the manner set forth in the Prospectus Prospectus, expire upon the expiration of the offer. The Agent shall, in its capacity as transfer agent for the Fund, shall maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a "RightholderShareholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder Shareholder in whose name it is recorded to the following: (1) The right (the "Basic Primary Subscription Right") to purchase a number of shares of Common Stock Shares equal to one share of Common Stock Share for every one Rightten Rights; provided, however, that no fractional shares of Common Stock Shares shall be issued; and (2) The right (the "Oversubscription Over-Subscription Right") to purchase additional shares of Common StockShares, subject to the availability of such shares and to allotment of such shares as may be available among Rightholders Shareholders who exercise Oversubscription Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that a Rightholder Shareholder who has not exercised his Basic Primary Subscription Right with respect to the full number of shares (other than those primary subscription rights that cannot be excercised because they represent the right to subscribe for less than one share) that such Rightholder Shareholder is entitled to purchase by virtue of his Basic Primary Subscription Right as of the Expiration DateDate (as hereinafter defined), if any, shall not be entitled to any Oversubscription Over-Subscription Right. (b) A Rightholder Shareholder may exercise his Basic Primary Subscription Right and Oversubscription Over-Subscription Right by delivery to the Agent at its corporate office specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder Shareholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock Share subscribed for by exercise of such Rights, including Shares subscribed for on exercise of Over-Subscription Rights, in United States dollars by money order or check drawn on a bank located in the U.S. United States and in each case payable to the order of "The New America High Income Liberty All Star Growth Fund, Inc."Inc.. (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time New York City time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at one of the corporate office offices of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice Notice of guaranteed delivery Guaranteed Delivery in the form accompanying approved by the Prospectus Fund by facsimile (telecopier) or otherwise from a financial institution that is bank or trust company or a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, or National Association of Securities Dealers Member Firm guaranteeing delivery of (i) payment of the full subscription price for shares purchased and Shares subscribed for by virtue excercise of a Subscription Certificaterights, and (ii) a properly completed and executed Subscription Certificate, then such including Shares subscribed for an exercise of Basic Over-Subscription Rights and Oversubscription Rights Rights, shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate Certificate, together will full payment, by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below)Date. (e) On a date (the "Confirmation Date") that is no later than four eight business days after the Expiration DateDate (as defined in the Prospectus), the Agent shall send a confirmation to each Rightholder Shareholder (or, for shares of Common Stock Shares held on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares Shares acquired pursuant to the Basic Primary Subscription Rights, (ii) the number of sharesShares, if any, acquired pursuant to the Oversubscription Over-Subscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, (iv) any amount payable to the Shareholder pursuant to Section 8 below, and (ivv) any additional amount payable by the Rightholder Shareholder to the Fund or any excess to be refunded by the Fund to the RightholderShareholder, in each case, case based on the Subscription PricePrice as determined in accordance with the Prospectus. Any additional payment required from a Rightholder Shareholder must be received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder Shareholder shall be mailed by the Agent to the Rightholder as provided in Section 6 belowShareholder with the confirmation.

Rights and Issuance of Subscription Certificates. 3.1 Each Subscription Certificate shall evidence the Rights of the Stockholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. 3.2 Upon the written advice of the Company, signed by any of its duly authorized officers, as to the record date for determining Stockholders entitled to participate in the Offering (a) the "Record Date"), the Agent shall, from a list of the Stockholders as of the Record Date to be prepared by the Agent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of the Stockholders, setting forth the number of Rights to subscribe for the Common Stock calculated on the basis of a ratio to be set forth in the Prospectus and provided to the Agent by the Company for such purpose. The number of Rights that are issued to Stockholders will be rounded upwards or downwards, as appropriate, by the Agent, to the nearest number of whole Rights, as fractional Rights will not be issued. Each Subscription Certificate shall be transferable dated as of the Record Date and shallshall be executed manually by or by facsimile signature of a duly authorized officer of the Agent. 3.3 Upon the written advice, unless exercised signed as aforesaid, as to the effective date of the Registration Statement, the Agent shall promptly countersign and deliver, or cause to be delivered, (i) by first class mail, the holder thereof Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other document as the Company deems necessary or appropriate (collectively, the "Offering Documents"), to all Stockholders with record addresses in the manner set forth in the Prospectus expire upon the expiration of the offer. The Agent shall, in United States (including its capacity as transfer agent for the Fund, maintain a register of Subscription Certificates territories and possessions and the holders District of record thereof (each of whom shall be deemed a "Rightholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder in whose name it is recorded to the following: (1Columbia) The right (the "Basic Subscription Right") to purchase a number of shares of Common Stock equal to one share of Common Stock for every one Rightand Canada; provided, however, that no fractional shares the Agent shall not deliver the Offering Documents to any Stockholder upon notice to the Agent that such Stockholder has a record address in a jurisdiction in the United States (including its territories and possessions and the District of Common Stock shall Columbia) or Canada where the offering is or would be issued; and (2) The right unlawful (the "Oversubscription Right") to purchase additional shares of Common Stock, subject to the availability of such shares and to allotment of such shares as may be available among Rightholders who exercise Oversubscription Rights on the basis specified in the Prospectus; provided, however, that a Rightholder who has not exercised his Basic Subscription Right with respect to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, shall not be entitled to any Oversubscription Right. (b) A Rightholder may exercise his Basic Subscription Right and Oversubscription Right by delivery to the Agent at its corporate office specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order or check drawn on a bank located in the U.S. and in each case payable to the order of "The New America High Income Fund, Inc." (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time on such date as the Fund shall designate to the Agent in writing (the "Expiration DateOther Jurisdictions"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than four business days after the Expiration Date, the Agent shall send a confirmation to each Rightholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (ii) by first class mail, a copy of the number of sharesProspectus, if anyinstruction letter and any other document as the Company deems necessary or appropriate, acquired pursuant but not Subscription Certificate (collectively, the "Alternate Documents"), to the Oversubscription Rights, all Stockholders with record addresses in Other Jurisdictions ("Other Continental Stockholders") and (iii) by air mail, a copy of the per share Alternate Documents to Stockholders whose record addresses are outside the United States (including its territories and possessions and the "Subscription Price"District of Columbia) and total purchase price Canada (collectively with the Other Continental Stockholders, "Other Stockholders"). The Agent will hold Subscription Certificates for the sharesaccount of any Other Stockholder, subject to such Other Stockholder making satisfactory arrangements with the Agent for the exercise of the Rights evidenced thereby, and (iv) any additional amount payable by follow the Rightholder to instructions of such Other Stockholder for the Fund or any excess to be refunded by the Fund to the Rightholder, in each case, based on the Subscription Price. Any additional payment required from a Rightholder must be exercise of such Rights if such instructions are received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder Expiration Date (as provided in Section 6 belowhereinafter defined).

Rights and Issuance of Subscription Certificates. 3.1 Each Subscription Certificate shall evidence the Rights of the Stockholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. 3.2 Upon the written advice of the Company, signed by any of its duly authorized officers or its legal counsel on behalf of the Company, as to the record date for determining Stockholders entitled to participate in the Offering (a) the "Record Date"), the Agent shall, from a list of the Stockholders as of the Record Date to be prepared by the Agent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of the Stockholders, setting forth the number of Rights to subscribe for the Common Stock calculated on the basis of a ratio to be set forth in the Prospectus and provided to the Agent by the Company for such purpose. The number of Rights that are issued to Stockholders will be rounded upwards or downwards, as appropriate, by the Agent, to the nearest number of whole Rights, as fractional Rights will not be issued. Each Subscription Certificate shall be transferable dated as of the Record Date and shallshall be executed manually by or by facsimile signature of a duly authorized officer of the Agent. 3.3 Upon the written advice, unless exercised signed as aforesaid, as to the effective date of the Registration Statement, the Agent shall promptly countersign and deliver, or cause to be delivered, (i) by first class mail, the holder thereof Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other document as the Company deems necessary or appropriate (collectively, the "Offering Documents"), to all Stockholders with record addresses in the manner set forth in the Prospectus expire upon the expiration of the offer. The Agent shall, in United States (including its capacity as transfer agent for the Fund, maintain a register of Subscription Certificates territories and possessions and the holders District of record thereof (each of whom shall be deemed a "Rightholder" hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Rightholder in whose name it is recorded to the following: (1Columbia) The right (the "Basic Subscription Right") to purchase a number of shares of Common Stock equal to one share of Common Stock for every one Rightand Canada; provided, however, that no fractional shares the Agent shall not deliver the Offering Documents to any Stockholder upon notice to the Agent that such Stockholder has a record address in a jurisdiction in the United States (including its territories and possessions and the District of Common Stock shall Columbia) or Canada where the offering is or would be issued; and (2) The right unlawful (the "Oversubscription RightOther Jurisdictions"), (ii) by first class mail, a copy of the Prospectus, instruction letter and any other document as the Company deems necessary or appropriate, but not Subscription Certificate (collectively, the "Alternate Documents"), to purchase additional shares of Common Stockall Stockholders with record addresses in Other Jurisdictions ("Other Continental Stockholders"), subject (iii) by airmail, the Offering Documents, to the availability of such shares and to allotment of such shares as may be available among Rightholders who exercise Oversubscription Rights on the basis specified all Stockholders with record addresses in the ProspectusState of Israel; provided, however, that a Rightholder who has not exercised his Basic Subscription Right with respect to the full number of shares that such Rightholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, Agent shall not be entitled deliver the Offering Documents to any Oversubscription Right. (b) A Rightholder may exercise his Basic Subscription Right and Oversubscription Right by delivery Stockholder with a record address in the State of Israel upon notice to the Agent at its corporate office specified in that the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Rightholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order Offering is or check drawn on a bank located in the U.S. and in each case payable to the order of "The New America High Income Fund, Inc." (c) Rights may would be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern Time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Agent receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly-executed Subscription Certificate by the Agent within three business days after the Expiration Date and receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than four business days after the Expiration Date, the Agent shall send a confirmation to each Rightholder (or, for shares of Common Stock on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of shares acquired pursuant to the Basic Subscription Rights, (ii) the number of shares, if any, acquired pursuant to the Oversubscription Rights, (iii) the per share (the "Subscription Price") and total purchase price for the shares, unlawful and (iv) by air mail, a copy of the Alternate Documents to Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia), Canada and Israel (collectively with the Other Continental Stockholders, "Other Stockholders"). The Agent will hold Subscription Certificates for the account of any additional amount payable by Other Stockholder, subject to such Other Stockholder making satisfactory arrangements with the Rightholder to Agent for the Fund or any excess to be refunded by exercise of the Fund to Rights evidenced thereby, and follow the Rightholder, in each case, based on instructions of such Other Stockholder for the Subscription Price. Any additional payment required from a Rightholder must be exercise of such Rights if such instructions are received by the Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Fund to a Rightholder shall be mailed by the Agent to the Rightholder Expiration Date (as provided in Section 6 belowhereinafter defined).