EXHIBIT K7
XXXXXX BROTHERS INC.
000 Xxxxx Xxxxxx
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 6, 1997
Re: The New America High Income Fund, Inc.
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 May 6, 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- May 6, 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.
This agreement supersedes the agreement between BD and the Fund dated
March 24, 1997.
The New America High
Income Fund, Inc. -3- May 6, 1997
Very truly yours,
XXXXXX BROTHERS INC.
By: /s/ Xxxx Xxxxxxx
________________________
Name:
Title:
The New America High
Income Fund, Inc. -4- May 6, 1997
Accepted and agreed to as of the date above written:
THE NEW AMERICA HIGH INCOME FUND, INC.
By: /s/ Xxxxx X. Xxxxx
________________________
Name: Xxxxx X. Xxxxx
Title: Vice President
