As of December 7, 1995
Xx. Xxxxx X. Xxxxx
Ten Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxx:
This letter agreement confirms your engagement by The New America High
Income Fund, Inc. (the "Fund") to provide the administrative services set forth
below, subject to the overall supervision of the President of the Fund for the
term and on the terms set forth in this Agreement. You hereby accept such
engagement and agree during such period to render the services herein described
and to assume the obligations herein set forth, for the compensation herein
provided.
1. Duties
(a) Subject to the supervision of the President of the Fund, you shall
perform the following services:
a. Review the determination of the Fund's net asset value
based on data provided to you and transmit the same to appropriate
sources for publication;
b. Coordinate the maintenance of the books and records
required to be maintained by the Fund by the Fund's various service
providers and maintain on behalf of the Fund such books and records as
may be mutually agreed upon;
c. Monitor Fund expenses and accruals for expenses and arrange
for payment of the Fund's expenses, including instructing the custodian
as to the payment of bills;
d. Coordinate the preparation of the Fund's semi-annual,
annual and other periodic reports, proxy statements and other
communications with shareholders required or otherwise to be sent to
Fund shareholders (including overseeing the Fund's accountants and
other service providers in the preparation of financial statements),
arrange for the printing and dissemination of such reports and
communications to
Xx. Xxxxx X. Xxxxx
As of December 7, 1995
Page 2
shareholders and coordinate the preparation of materials for meetings
of the Board of Directors;
e. Oversee in the preparation of the Fund's periodic reports
required to be filed with the Securities and Exchange Commission on
Form N-SAR and Form N-2 and such other reports, forms or filings, as
may be mutually agreed upon;
f. Prepare analysis and forecasts of dividends based on
information provided to you;
g. Prepare such information and reports as may be required by
the New York Stock Exchange (the "NYSE") on which the Fund's shares of
Common Stock are listed, act as liaison with the NYSE and assist in
connection with the dissemination of Fund press releases;
h. Monitor/interface with lenders, auction agents,
broker-dealers and insurers and instruct the custodian to make payments
of interest, dividends and commissions and in respect of the Fund's
senior securities, if any, undertake such other activities as may be
required;
i. Assist in responding to shareholder/retail broker inquiries
and disseminating information to the same based on information provided
to you;
j. Oversee and review calculations of fees paid to the
investment adviser and the custodian;
k. Consult with the Fund's officers, independent accountants,
legal counsel, custodian, and transfer and dividend disbursing agent in
establishing the accounting policies of the Fund and generally oversee
the financial and accounting services provided by the Fund's
accountants, custodian and transfer agent;
l. Instruct the transfer agent with respect to the payment of
dividends;
m. Assist the Fund in obtaining and maintaining any fidelity
bond required under the Investment Company Act of 1940; and
Xx. Xxxxx X. Xxxxx
As of December 7, 1995
Page 3
n. Prepare reports relating to the business and affairs of the
Fund as may be mutually agreed upon and not otherwise appropriately
prepared by the Fund's investment adviser, custodian, counsel or
auditors.
It is agreed that your services as administrator of the Fund hereunder
shall be your primary responsibility but shall not be exclusive with respect to
the Fund. You shall be entitled to take reasonable vacations on reasonable
advance notice and agree to cooperate with the Fund in arranging for coverage of
the functions described herein during your absence.
(b) In addition to the services provided pursuant to the foregoing
paragraph (a), you shall, subject to the supervision of the President of the
Fund, oversee Xxxx X. Xxxxxxxxx or any successor to him appointed by the Fund in
the performance by him or such successor of the services listed below (it being
understood that the Fund shall be responsible for the fees and expenses
associated with the provision of such services):
i. Assistance in the preparation and filing of the Fund's
federal, state and local income tax returns and any other required tax
returns;
ii. Preparation and distribution of all compliance reports
relating to the Fund's senior securities, if any;
iii. Maintenance of the Fund's compliance model and work with
the Fund's accountants on the quarterly review of the model; and
iv. Assistance in the preparation of the Fund's financial
statements and Form N-SAR.
(c) Without the prior written consent of the Fund, you will not, at any
time, either during or subsequent to employment by the Fund, use any
Confidential Information for the benefit of anyone other than the Fund, or
disclose any Confidential Information to anyone except in furtherance of the
Fund's interests. The term "Confidential Information" includes all information,
not generally known or available to the public or the trade, which is acquired
by you from the Fund, its affiliates, or service providers and which relates to
the Fund or its operations.
Xx. Xxxxx X. Xxxxx
As of December 7, 1995
Page 4
2. Fee
The Fund will pay you at an annual rate of $78,500 for your services
described herein. Such fee shall be payable in prorated monthly installments on
the first business day of each month commencing in December 1995, subject to
proration for partial months.
3. Expenses
You shall bear your own expenses incurred in connection with this
Agreement; provided, however, that the Fund shall provide for you at its own
cost the facilities, equipment (including telephone, fax and computer
facilities), personnel, support services and supplies at the offices of the Fund
or at such other offices as the Fund may occupy from time to time.
4. Term
This Agreement shall continue in effect until terminated as provided
herein. This Agreement may be terminated at any time without the payment of any
penalty by the Fund on 90 days' written notice to you or by you at any time
without the payment of any penalty on 90 days' written notice to the Fund.
5. Responsibility; Indemnification
You assume no responsibility under this Agreement other than to render
the services called for hereunder, and specifically you assume no responsibility
for investment advice or the investment or reinvestment of the Fund's assets.
You shall not be liable to the Fund for any action taken or omitted to be taken
by you in connection with the performance of any of your duties or obligations
under this Agreement, and the Fund shall indemnify you and hold you harmless
from and against all damages, liabilities, costs and expenses (including
reasonable attorneys' fees and amounts reasonably paid in settlement, provided
the Fund has consented to such settlement and had an opportunity to defend the
relevant matter at its own expense) incurred by you in or by reason of any
pending, threatened or contemplated action, suit, investigation or other
proceeding (including an action or suit by or in the right of the Fund or its
security holders) arising out of or otherwise based upon any action actually or
allegedly taken or omitted to be taken by you in connection with the performance
of any of your duties or obligations under this Agreement; provided, however,
that nothing contained herein shall protect or be deemed to protect you against
or entitle or be deemed to entitle you to indemnification in respect of any
liability to the Fund or its security holders to which you would otherwise be
subject by reason of (a) willful misfeasance, bad faith or gross negligence
Xx. Xxxxx X. Xxxxx
As of December 7, 1995
Page 5
in the performance of your duties, (b) your receipt of an improper personal
benefit in money, property or service, or (c) in the case of any criminal
proceeding, your having reasonable cause to believe the act or omission was
unlawful.
6. Certain Records
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Investment Company
Act of 1940 which are maintained by the undersigned, if any, are property of the
Fund and will be surrendered promptly to the Fund on request.
7. Miscellaneous
This Agreement may be amended by mutual written consent. This Agreement
sets forth the entire agreement and understanding of the parties hereto solely
with respect to the matters covered hereby and the relationship between the Fund
and you, and supersedes and terminates any prior agreements between us. This
Agreement may not be assigned by you, except that your rights and duties under
this Agreement may be assigned to a corporation of which you are the sole
officer, director and stockholder with the written consent of the Fund, which
consent shall not be unreasonably withheld. This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts
without reference to choice of law principles thereof and in accordance with the
Investment Company Act of 1940. In the case of any conflict the Investment
Company Act of 1940 shall control.
Xx. Xxxxx X. Xxxxx
As of December 7, 1995
Page 6
Please indicate your acceptance of the terms set forth herein by
signing the enclosed copy of this letter in the space provided below and
returning it to the Fund, whereupon this letter shall become a binding
agreement.
Very truly yours,
THE NEW AMERICA HIGH INCOME FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
ACCEPTED AND AGREED TO
AS OF DECEMBER 7, 1995
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
