As of December 7, 1995
Xx. Xxxx X. Xxxxxxxxx
Ten Xxxxxxxx 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.
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
Xxxx X. Xxxxxxxxx
As of December 7, 1995
Page 2
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. Fee
The Fund will pay you at an annual rate of $44,000 for your services
described herein. Such fee shall be payable in prorated monthly installments on
the first business day of each month commencing in December 1995, subject to
proration for partial months.
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
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
Xxxx X. Xxxxxxxxx
As of December 7, 1995
Page 3
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 December 7, 1995
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.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
ACCEPTED AND AGREED TO
AS OF DECEMBER 7, 1995
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
