EXHIBIT K12
XXXXXX BROTHERS INC.
000 Xxxxx Xxxxxx
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 24, 1997
Re: The New America High Income Fund, Inc.
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The New America High Income Fund, Inc.
00 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to Section 2.6 of the Broker-Dealer Agreement dated
as of March 19, 1997 (the "Broker-Dealer Agreement") between Bankers Trust
Company and Xxxxxx Brothers Inc. relating to certain series of auction term
preferred stock (the "ATP") of The New America High Income Fund, Inc. (the
"Fund"). Capitalized terms not defined herein shall have the meanings given to
such terms in the Broker-Dealer Agreement.
Under the Broker-Dealer Agreement, the Auction Agent pays BD a fee for
its services in connection with an Auction out of moneys received from the Fund,
which fee is calculated in accordance with the terms of Section 2.6 of the
Broker-Dealer Agreement and is payable on the Business Day next succeeding the
Auction Date for a series of ATP (the "Paid Fee"). With respect to each Auction
subject to the Broker-Dealer Agreement relating to a Dividend Period consisting
of less than one year, it is hereby agreed between BD and the Fund that:
(a) if the Agreed Fee (as defined below) is greater than
the Paid Fee for that Auction, the Fund shall pay BD an amount
equal to the difference between the Agreed Fee and the Paid Fee;
(b) if the Agreed Fee is less than the Paid Fee for that
Auction, BD shall pay the Fund an amount equal to the difference
between the Agreed Fee and the Paid Fee (each such payment
pursuant to (a) and (b), the "Adjustment"); and
The New America High
Income Fund, Inc. -2- March 24, 1997
(c) any Adjustment with respect to an Auction shall be
payable on the Business Day next succeeding the Auction Date.
For purposes of calculating the Adjustment:
(x) The "BD Multiplier" for an Auction shall be (i) .15 of 1% if
the Applicable Rate for that Auction is greater than one-month
LIBOR (as defined below), (ii) .20 of 1% if the Applicable Rate
for that Auction is greater than one-month LIBOR less .20%, but
less than or equal to one-month LIBOR, and (iii) .25 of 1% if the
Applicable Rate for that Auction is equal to or less than
one-month LIBOR less .20%.
(y) The "Agreed Fee" for an Auction relating to a Dividend Period
of less than one year for a series of the ATP shall be (a) the BD
Multiplier times (b) a fraction, the numerator of which is the
number of days in the Dividend Period of such series beginning on
the Business Day succeeding the Auction Date and the denominator
of which is 360, times (c) the liquidation preference per share
for such series times (d) the aggregate number of Outstanding
shares of such series placed by BD in such Auction (for this
purpose shares will be deemed placed by BD in such Auction if such
shares were (i) the subject of Hold Orders deemed to have been
made by Existing Holders and were acquired by such Existing
Holders through BD or (ii) the subject of an Order submitted by BD
that is (A) a Submitted Order of an Existing Holder that resulted
in such Existing Holder continuing to hold such shares as a result
of the Auction or (B) a Submitted Order of a Potential Holder that
resulted in such Potential Holder purchasing such shares as a
result of the Auction or (C) a valid Hold Order. For purposes of
subclause (d)(i), if any Existing Holder who acquired shares of
any series of ATP through BD transfers those shares to another
Person other than pursuant to an Auction, then such Existing
Holder shall be deemed to have acquired such shares through BD
unless the transfer was affected by, or the transferee is, a
Broker Dealer other than BD.
(z) "One-month LIBOR"on any Auction Date, means the rate for
deposits in U.S. dollars, commencing on the second London Banking
Day after such Auction Date, that appears on page 3750 of the Dow
Xxxxx Telerate Service as of 11:00 A.M., London time, on such
Auction Date and (ii) "London Banking Day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London
interbank market.
The New America High
Income Fund, Inc. -3- March 24, 1997
Very truly yours,
XXXXXX BROTHERS INC.
By: /s/ signature illegible
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Name:
Title:
The New America High
Income Fund, Inc. -4- March 24, 1997
Accepted and agreed to as of
the date above written:
THE NEW AMERICA HIGH INCOME FUND, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
