EXHIBIT K16
[LETTERHEAD OF THE XXXXXX GROUP]
May 19, 2003
The New America High Income Fund
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Ms. Xxxxx Xxxxx,
Vice President, Treasurer
Dear Xxxxx:
This will serve as the agreement between The Xxxxxx Group, Inc. ("The Xxxxxx
Group") and The New America High Income Fund ("New America High Income"),
pursuant to which The Xxxxxx Group will serve New America High Income as
information agent for its rights offering, currently scheduled to expire in
August 2003.
1. SERVICES AND FEES
a) As information agent, The Xxxxxx Group will perform services
related to providing information to shareholders regarding the
offering as well as providing intelligence reports to New America
on bank, broker and arbitrageur activity throughout the offering:
b) These services include, but are not limited to:
i) Contact with banks, brokers and intermediaries to determine
the quantity of materials needed, distribute appropriate
quantities of such materials.
ii) Enclose and mail all necessary offering documents to
shareholders to sell their interests if it is a transferable
offering.
iii) Set up a dedicated toll-free number to respond to inquiries,
provide assistance to shareholders and monitor the response to
the offer.
iv) Enclose and mail the offering documents to interested
shareholders and provide periodic reports to the client as to
the results and the status of the rights offering.
For an additional fee, if needed, The Xxxxxx Group if requested by
the client will proactively contact registered shareholders and/ or
non objecting beneficial holders (NOBOs) to help promote a high
level of participation in the offer.
2. CHARGES
a) The Xxxxxx Group agrees to complete the work described above for a
fee of $7,500, plus out-of-pocket expenses.
b) Out-of-pocket expenses shall be reimbursed by New America High
Income, and will include such charges as search notification,
postage, messengers and overnight couriers, other expenses incurred
by The Xxxxxx Group in obtaining or converting depository
participant, shareholder and/or NOBO listings; and reasonable and
customary charges for data processing, supplies, in-house
photocopying, telephone usage, and other similar activities.
c) In addition to the base fee, a $4.50 per telephone call fee will be
charged for every inbound telephone call received with regards to
the clients offer.
d) The additional fee for contacting NOBOs and registered
shareholders, if requested, will include a fee of $4.50 per
shareholder contacted, a $300 set up fee and out of pocket expenses
related to telephone lookups and line charges.
3. BILLING AND PAYMENT
a) An invoice for the agreed base fee of $7,500 is attached, and The
Xxxxxx Group requires that the signed contract and this retainer be
received by our office prior to the distribution of material.
Out-of-pocket expenses incurred will be invoiced to New America
High Income after the rights offering is completed.
b) Banks, brokers and intermediaries will be directed to send their
invoices directly to New America High Income for payment. The
Xxxxxx Group will, if requested, assist in reviewing and approving
any or all of these invoices.
4. RECORDS
Copies of supplier invoices and other back-up material in support of
The Xxxxxx Group's out-of-pocket expenses will be available for review
at the offices of The Xxxxxx Group upon reasonable notice and during
normal business hours
5. CONFIDENTIALITY
The Xxxxxx Group acknowledges its responsibility, both during and after
the term of this agreement, to preserve the confidentiality of any
proprietary or confidential information or data developed by The Xxxxxx
Group on behalf of New America High Income or disclosed by New America
High Income to The Xxxxxx Group.
6. INDEMNIFICATION
It is acknowledged that The Xxxxxx Group cannot undertake to verify
facts supplied to it by New America High Income ("the Client") or
factual matters included in material prepared by New America High
Income and approved by New America High Income.
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Accordingly, The Client agrees to indemnify and hold The Xxxxxx Group
and all its employees harmless against any loss, damage, expense
(including, without limitation, legal and other related fees and
expenses), liability or claim arising out of The Xxxxxx Group's
fulfillment of the agreement (except for any loss, damage, expense,
liability or claim resulting out of The Xxxxxx Group's own gross
negligence or misconduct). At its election, the Client may assume the
defense of any such action. The Xxxxxx Group hereby agrees to advise
the Client of any such liability or claim promptly after receipt of the
notice thereof; provided however, that The Xxxxxx Group's right to
indemnification hereunder shall not be limited by its failure to
promptly advise the Client of any such liability or claim, except to
the extent that the Client is prejudiced by such failure.
7. TERMINATION
This agreement shall end upon the expiration date of the New America
High Income rights offering or any extensions thereof.
8. GOVERNING LAW
This agreement will be governed and construed in accordance with the
laws of the State of New York.
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If you are in agreement with the above, kindly sign both copies of this
agreement in the space provided for that purpose below and return one copy to
us. Additionally, an invoice for the retainer is attached and The Xxxxxx Group
requires that the retainer be received by us prior to the mailing of the
offering materials.
Sincerely,
THE XXXXXX GROUP, INC.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx,
Managing Director
May 19, 2003
AGREED:
New America High Income
Xxxxx X. Xxxxx
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Print Authorized Name
/s/ Xxxxx X. Xxxxx
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Authorized Signature
Vice President
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Title
May 19, 2003
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Date
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