EXHIBIT K14
As of October 31, 2002
Xx. Xxxx X. Xxxxxxxxx
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
This letter agreement confirms your engagement by The New America High
Income Fund, Inc. (the "Fund") to provide the 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. Assist in the preparation and filing of the Fund's federal, state
and local income tax returns and any other required tax returns;
b. Prepare and distribute all required compliance reports relating
to the Fund's senior securities, if any, based on information provided or
such other similar functions as may be required as a result of any other
capital structure adopted by the Fund;
c. Maintain the Fund's compliance model and work with the Fund's
accountants on the quarterly review of the model;
d. Assist in the preparation of the Fund's financial statements and
Form N-SAR; and
e. Perform any other analysis requested from time to time by the Fund.
Xxxx X. Xxxxxxxxx
As of October 31, 2002
Page 2
It is agreed that your services 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 and Xx. Xxxxx in arranging for coverage of
the functions described herein during your absence.
(b) 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.
2. COMPENSATION
The Fund will pay you at an annual rate of $100,425 for your services
described herein. Such salary shall be payable in prorated monthly
installments on the last business day of each month commencing in October
2002. In addition, you will be paid a monthly allowance of $495 for insurance
premiums. The allowance for insurance premiums may be adjusted upward if the
cost of the insurance increases.
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
Xxxx X. Xxxxxxxxx
As of October 31, 2002
Page 3
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 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. 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 agreement
between us. 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.
Xxxx X. Xxxxxxxxx
As of October 31, 2002
Page 4
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.
/s/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx, President
ACCEPTED AND AGREED TO
AS OF October 31, 2002
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
