EXHIBIT K13
As of October 31, 2002
Xx. Xxxxx X. Xxxxx
00 Xxxxx 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 shareholders and
coordinate the preparation of materials for meetings of the Board of
Directors;
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As of October 31, 2002
Page 2
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
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.
Xx. Xxxxx X. Xxxxx
As of October 31, 2002
Page 3
(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.
2. COMPENSATION
The Fund will pay you at an annual rate of $154,500 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 insurance premiums increase.
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
Xx. Xxxxx X. Xxxxx
As of October 31, 2002
Page 4
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 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.
Xx. Xxxxx X. Xxxxx
As of October 31, 2002
Page 5
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.
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As of October 31, 2002
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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/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
