UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
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(Name of Registrant as Specified In Its Charter)
The New America High Income Fund, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET
BOSTON, MASSACHUSETTS 02109
February 25, 2005
Dear Stockholder:
You are cordially invited to attend the 2005 Annual Meeting of Stockholders
(the "Annual Meeting") of The New America High Income Fund, Inc., a Maryland
corporation, to be held at the offices of Goodwin Procter LLP, Exchange Place,
53 State Street, Boston, Massachusetts 02109, on Thursday, April 28, 2005 at
10:30 a.m. local time.
We hope that you will be able to attend the Annual Meeting. Whether or not
you plan to attend the Annual Meeting and regardless of the number of shares you
own, it is important that your shares be represented. You are urged to complete,
sign and date the enclosed proxy card and return it in the enclosed postage-paid
envelope or vote your shares via the Internet or by touch-tone telephone. Please
act promptly to assure that your shares are represented at the Annual Meeting.
Sincerely,
/s/ Robert F. Birch
Robert F. Birch
PRESIDENT
IMPORTANT
PLEASE GIVE ALL OF THIS INFORMATION YOUR CAREFUL ATTENTION. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO PROMPTLY COMPLETE,
SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. CERTAIN HOLDERS OF
THE COMMON STOCK MAY ALSO VOTE THEIR SHARES VIA THE INTERNET OR BY TELEPHONE AS
DISCUSSED IN THE PROXY STATEMENT. RETURNING A SIGNED PROXY CARD OR AUTHORIZING A
PROXY BY TELEPHONE OR OVER THE INTERNET TO VOTE YOUR SHARES WILL NOT PREVENT YOU
FROM VOTING YOUR SHARES IN PERSON IF YOU SUBSEQUENTLY CHOOSE TO ATTEND THE
ANNUAL MEETING, BUT YOUR PRESENCE (WITHOUT FURTHER ACTION) AT THE ANNUAL MEETING
WILL NOT IN ITSELF CONSTITUTE A REVOCATION OF A PREVIOUSLY DELIVERED PROXY.
THE NEW AMERICA HIGH INCOME FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, APRIL 28, 2005
To the stockholders of The New America High Income Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of The New America High Income Fund, Inc., a Maryland corporation (the
"Fund"), will be held at the offices of Goodwin Procter LLP, Exchange Place, 53
State Street, Boston, Massachusetts 02109, on Thursday, April 28, 2005 at 10:30
a.m. local time, for the following purposes:
1. To elect five Directors of the Fund, two of whom shall be elected by
the holders of the Fund's Series A, Series B, Series C and Series D
Auction Term Preferred Stock (collectively, the "ATP"), and the
remainder of whom shall be elected by the holders of the Fund's Common
Stock and the ATP voting together as a single class, to hold office
until the next annual meeting of stockholders and until their
successors shall have been duly elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.
The matters referred to above may be acted upon at the Annual Meeting or
any adjournment thereof.
The close of business on Wednesday, February 16, 2005, is the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. HOLDERS OF THE
FUND'S COMMON STOCK SHOULD SIGN AND RETURN THE WHITE PROXY CARD. HOLDERS OF THE
FUND'S AUCTION TERM PREFERRED STOCK SHOULD SIGN AND RETURN THE YELLOW PROXY
CARD. CERTAIN HOLDERS OF COMMON STOCK MAY ALSO SUBMIT THEIR PROXIES OVER THE
INTERNET OR BY TELEPHONE.
By Order of the Board of Directors
Richard E. Floor
Secretary
February 25, 2005
Boston, Massachusetts
THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET
BOSTON, MASSACHUSETTS 02109
(617) 263-6400
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2005
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The New America High Income Fund,
Inc., a Maryland corporation (the "Fund"), for use at the Fund's 2005 annual
meeting of stockholders (the "Annual Meeting") to be held at the offices of
Goodwin Procter LLP, Exchange Place, 53 State Street, Boston, Massachusetts
02109 on Thursday, April 28, 2005 at 10:30 a.m. local time, and at any and all
adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting dated February 25, 2005.
This proxy statement and the accompanying Notice of Annual Meeting and form
of proxy will be first sent to stockholders on or about February 25, 2005. The
Board of Directors has fixed the close of business on Wednesday, February 16,
2005, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting. As of the record date, 93,868,118
shares of the Fund's common stock, par value $.01 per share (the "Common
Stock"), were issued and outstanding and 5,200 shares of the Fund's Auction Term
Preferred Stock (the "ATP" or "Preferred Stock"), par value $1.00 per share,
liquidation preference $25,000 per share, were issued and outstanding,
consisting of 1,400 shares of ATP Series A, 1,000 shares of ATP Series B, 1,800
shares of ATP Series C and 1,000 shares of ATP Series D. Each outstanding share
of the Common Stock and each outstanding share of the ATP is entitled to one
vote on each matter submitted to stockholders at the Annual Meeting of the
relevant class or classes as described below. The Fund does not know of any
person who beneficially owned more than 5% of the outstanding shares of the
Common Stock or the ATP at February 7, 2005.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Annual Meeting (either by returning the paper proxy card or,
for certain holders of the Common Stock, by submitting a proxy electronically by
telephone or over the Internet), the shares represented thereby will be voted in
accordance with the instructions indicated thereon by the stockholder. Executed
proxies that are unmarked will be voted for the election of the applicable
nominees named herein as Directors of the Fund and in the discretion of the
persons named as proxies in connection with all other matters which may properly
come before the Annual Meeting or any adjournment thereof.
Holders of the Common Stock who tender proxies by mail should sign and
return the white proxy card. Holders of the ATP should sign and return the
yellow proxy card. The proxy card should be returned in the enclosed
postage-paid envelope. Certain holders of the Common Stock also have the option
of executing and returning their proxies by telephone or over the Internet. The
form of proxy these stockholders receive along with the proxy statement includes
an attachment that has instructions both for calling a toll-free number for
automated touch-tone voting and for finding a website address that will permit
voting over the Internet. Prior to using either of these methods of voting,
stockholders should read the proxy statement and have it and the form of proxy
ready at hand.
A stockholder voting by telephone or over the Internet represents that the
stockholder is authorized to vote the shares of the Common Stock being voted,
for example, when a stockholder is acting on behalf of all registered owners of
an account or in the capacity of trustee of a trust or officer of an
organization that holds Fund shares. In addition, by using the telephone or the
Internet to submit voting instructions, the stockholder expressly authorizes
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EquiServe Trust Company, N.A. ("EquiServe"), which is assisting the Fund in
gathering and tabulating votes for the Annual Meeting, and its agents, to
execute a proxy to vote the stockholder's shares at the Annual Meeting as the
stockholder has indicated. The Fund believes that the procedures governing the
execution of proxies by telephone or over the Internet are reasonably designed
to ensure that the identities of the stockholders executing proxies are
accurately determined and that the voting instructions of those stockholders are
accurately recorded.
The presence, in person or by proxy, of stockholders of the Fund entitled
to cast a majority of the votes entitled to be cast at the Annual Meeting
constitutes a quorum for the transaction of business. Abstentions and broker
"nonvotes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present at the meeting for purposes of determining the existence of a
quorum but will be disregarded in determining the "votes cast" for the proposal.
A stockholder may revoke his or her proxy prior to its use by attending the
Annual Meeting and voting in person, by giving written notice of such revocation
to the Secretary of the Fund, or by returning a subsequently dated proxy. In
addition, holders of the Common Stock, who may vote by telephone or over the
Internet, may also revoke their proxies by executing a subsequently dated proxy
using either of these methods of voting. Holders of the Common Stock who vote by
telephone or over the Internet should not subsequently return a proxy card by
mail unless they intend the proxy card to revoke their prior instructions given
by telephone or over the Internet.
If shares of the ATP are registered in the name of a New York Stock
Exchange ("NYSE") member or the name of the member's nominee on behalf of the
shares' beneficial owner, the member will request voting instructions with
respect to the shares from the beneficial owner. If the member does not receive
voting instructions for those shares in a timely manner, and certain other
conditions are met, the member may vote the shares in the same proportion as the
member votes shares of the ATP for which beneficial holders have provided voting
instructions.
In the event a quorum is not present at the Annual Meeting or in the event
a quorum is present at the Annual Meeting but sufficient votes to approve the
proposal are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitation of proxies,
provided that such persons determine such an adjournment and additional
solicitation is reasonable and in the interest of stockholders. A stockholder
vote may be taken on any proposal in this proxy statement prior to such
adjournment if sufficient votes have been received and such vote is otherwise
appropriate. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Annual Meeting in person or by proxy.
In addition to the solicitation of proxies by mail, Directors and officers
of the Fund or other representatives of the Fund may also solicit proxies by
telephone, by telegraph or in person. The Fund has also retained a proxy
solicitor, The Altman Group, Inc. ("Altman"), to assist in the solicitation of
proxies. Pursuant to this arrangement, Altman has agreed to contact banks,
brokers and proxy intermediaries to secure votes in favor of the proposal
described in this proxy statement. The costs of retaining Altman, which will be
fully borne by the Fund, are not expected to exceed $10,000. The costs of proxy
solicitation and expenses incurred in connection with preparing this proxy
statement and its enclosures will be paid by the Fund.
EACH STOCKHOLDER ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING
HAS BEEN SENT A COPY OF THE ANNUAL REPORT OF THE FUND FOR THE YEAR ENDED
DECEMBER 31, 2004, INCLUDING FINANCIAL STATEMENTS, EITHER WITH THIS PROXY
STATEMENT OR UNDER SEPARATE COVER. IF YOU DID NOT RECEIVE THE ANNUAL REPORT OR
IF YOU WOULD LIKE TO REQUEST ANOTHER COPY, YOU MAY CALL THE FUND COLLECT AT
(617) 263-6400.
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THE INVESTMENT ADVISER
AND ADMINISTRATIVE SERVICES
T. Rowe Price Associates, Inc., with its principal office at 100 East Pratt
Street, Baltimore, Maryland 21202, has served as the investment adviser to the
Fund since December 2, 2002. Since February 1992, the Fund has engaged Ellen E.
Terry to perform administrative services, and has engaged Paul E. Saidnawey to
provide certain related administrative services subject to the supervision of
the President of the Fund and Ms. Terry.
PROPOSAL ONE
ELECTION OF DIRECTORS
The stockholders of the Fund are being asked to elect the five nominees
listed below as Directors of the Fund, to serve as such until the next annual
meeting of the Fund's stockholders and until their successors shall have been
duly elected and qualified. The five nominees named below are presently serving
as Directors of the Fund. All shares represented by valid proxies will be voted
in the election of Directors for the applicable nominees named below, unless
authority to vote for a particular nominee is withheld. Each nominee has agreed
to serve as a Director if elected. If any such nominee is not available for
election at the time of the Annual Meeting, the persons named as proxies will
vote for such substitute nominee as the Board of Directors may recommend.
Under the terms of the Fund's charter, the holders of the ATP are entitled
as a class, to the exclusion of the holders of the Common Stock, to elect two
Directors of the Fund. For this purpose all series of the ATP vote together as a
single class. Joseph L. Bower and Bernard J. Korman have been nominated as the
Directors to be elected by the holders of the ATP. The Fund's charter further
provides for the election of the other three nominees named below by the holders
of the Common Stock and the holders of all series of the ATP, voting together as
a single class. A plurality of all the votes cast of the relevant class or
classes is sufficient to elect a Director. Election of Directors is
non-cumulative; accordingly, holders of a majority of the outstanding shares of
the relevant class or classes represented at the Annual Meeting in person or by
proxy may elect all of the Directors who are subject to election by such class
or classes.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF THE FIVE NOMINEES TO THE FUND'S BOARD OF DIRECTORS.
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The nominees for election to the Board of Directors who are not "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "1940 Act"), are as follows:
POSITION(S)
WITH THE FUND(1)
AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME AND AGE TIME SERVED DURING PAST 5 YEARS OTHER DIRECTORSHIPS
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PREFERRED STOCK NOMINEES
Joseph L. Bower Director since 1988 Professor, Harvard Business Director of Anika
Date of Birth: School since 1963-as Therapeutics, Inc., Sonesta
9/21/38 Donald K. David Professor of International Hotels
Business Administration Corporation, Loews
since 1986, Senior Associate Corporation (a conglomerate),
Dean, Chair of the Doctoral and Brown Shoe
Programs, Chair of the Company, Inc.; and Trustee
General Management Area, of TH Lee-Putnam Emerging
and currently, Chair of the Opportunities Portfolio.
General Manager Program.
Bernard J. Korman Director since 1987 Chairman of the Board of Director of Kramont Realty
Date of Birth: Directors of Philadelphia Trust, Omega Healthcare
10/13/31 Health Care Trust (non- Investors, Inc. (real estate
profit corporation supporting investment trust), and
healthcare delivery, Nutramax Products, Inc.
education and research). (a consumer healthcare
products company).
COMMON STOCK AND
PREFERRED STOCK NOMINEE
Marguerite Piret (2) Director since 2004 President and Chief Trustee of Pioneer Funds
Date of Birth: Executive Officer of (74 funds).
5/10/48 Newbury, Piret & Company,
Inc. (an investment bank)
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(1) The Fund is not part of any fund complex.
(2) Ms. Piret was appointed to the Board of Directors at the Board's
November 1, 2004 meeting.
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The nominees for election to the Board of Directors who are "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act are
as follows:
POSITION(S)
WITH THE FUND(1)
AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME AND AGE TIME SERVED DURING PAST 5 YEARS OTHER DIRECTORSHIPS
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COMMON STOCK AND
PREFERRED STOCK NOMINEE
Robert F. Birch* Director and Mutual fund director. Director of Hyperion Funds
Date of Birth: President since (5 funds), and Director of
3/12/36 1992 the Brandywine Funds (3
funds).
Richard E. Floor* Director and Partner through his Director of Affiliated
Date of Birth: Secretary since professional corporation with Managers Group, Inc.
8/3/40 1987 the law firm of Goodwin
Procter LLP, Boston,
Massachusetts.
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* Messrs. Birch and Floor are deemed to be "interested persons" of the Fund
within the meaning of Section 2(a)(19) of the 1940 Act because, in the case
of Mr. Birch, he is the President of the Fund and, in the case of Mr.
Floor, he is the Secretary of the Fund and a partner, through his
professional corporation, of Goodwin Procter LLP, counsel to the Fund.
(1) The Fund is not part of any fund complex.
The address of each Director is: c/o The New America High Income Fund,
Inc., 33 Broad Street, Boston, Massachusetts 02109. Each Director holds office
until the Director's successor is duly elected and qualified, until the
Director's death or until the Director's resignation or removal.
EXECUTIVE OFFICER
Ellen E. Terry (date of birth 04/09/59), Vice President and Treasurer of
the Fund since February 18, 1992 and Chief Compliance Officer since 2004, is the
only executive officer of the Fund not named in the above table of Directors who
are interested persons of the Fund. Ms. Terry's address is: c/o The New America
High Income Fund, Inc., 33 Broad Street, Boston, Massachusetts 02109. A Fund
officer holds office until the officer's successor is duly elected and
qualified, until the officer's death or until the officer's resignation or
removal.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of the Fund's Common
Stock by the Fund's Directors and officers at February 4, 2005, based on
information provided to the Fund by the Directors and officers. No officer or
Director of the Fund owns shares of the Fund's ATP. All individuals listed in
the table have sole voting and investment power over the shares reported as
owned unless otherwise indicated.
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AMOUNT AND NATURE PERCENT OF SHARES OF
OF BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER OWNERSHIP BENEFICIALLY OWNED
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Joseph L. Bower 20,000 *
Bernard J. Korman 951,454(1) 1.0%
Ernest E. Monrad 541,775(2) *
Marguerite Piret(3) 4,000 *
Robert F. Birch 213,950(4) *
Richard F. Floor 235,668 *
Ellen E. Terry 28,216 *
All executive officers and directors
as a group 1,995,063 2.1%
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* Less than 1%
(1) Includes 214,281 shares owned by Mr. Korman's spouse.
(2) Includes 200,557 shares owned by Mr. Monrad's spouse and 9,827 shares held
by Mr. Monrad as a fiduciary for unrelated persons. Mr. Monrad disclaims
beneficial ownership of the shares he holds as a fiduciary for unrelated
persons.
(3) Ms. Piret was appointed to the Board effective November 1, 2004.
(4) Includes 29,334 shares held by a family limited partnership. Mr. Birch has
shared voting and investment power with respect to these shares.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
During fiscal year 2004, there were six meetings of the Board of Directors,
with each Board member attending 75% or more of the meetings held by the Board.
The Board of Directors has established two ongoing committees--the Audit and
Nominating Committee (formerly the Audit Committee) and the Compensation
Committee. The functions and other information about these committees are
summarized below.
The Board expects that Directors will ordinarily attend in person all
annual and special meetings of the Fund's stockholders other than adjourned
meetings and if unable to attend in person, will participate by other means, if
practical. In recognition of this policy, the Board of Directors typically
schedules its second regular quarterly meeting each year to coincide with the
annual meeting of stockholders. Each Director attended the 2004 Annual Meeting
of Stockholders held on April 30, 2004.
AUDIT AND NOMINATING COMMITTEE
In February 2000, the Board of Directors created an Audit and Nominating
Committee to succeed the Fund's Audit Committee. The Audit and Nominating
Committee, which consists of all independent Directors:
- oversees the accounting and financial reporting processes of the Fund
and its internal control over financial reporting and, as the
Committee deems appropriate, inquires into the internal control over
financial reporting of certain third-party service providers;
- oversees the quality and integrity of the Fund's financial statements
and the independent audit thereof;
- oversees, or, as appropriate, assists Board oversight of, the Fund's
compliance with legal and regulatory requirements that relate to the
Fund's accounting and financial reporting, internal control over
financial reporting and independent audits;
6
- approves prior to appointment the engagement of the Fund's independent
auditors and, in connection therewith, reviews and evaluates the
qualifications, independence and performance of the Fund's independent
auditors and the audit partner in charge of leading the audit;
- acts as a liaison between the Fund's independent auditors and the full
Board;
- supervises the nomination and election of directors of the Fund; and
- reviews on a periodic basis the governance structures and procedures
of the Fund.
The Audit and Nominating Committee acts pursuant to a written Audit and
Nominating Committee Charter, which was provided as Appendix A to the 2004 Proxy
Statement. The charter is available on the Fund's website under Corporate
Governance at www.newamerica-hyb.com. The Audit and Nominating Committee is
presently comprised of Messrs. Korman and Monrad, Ms. Piret and Professor Bower,
each of whom is "independent" as defined in the applicable NYSE listing
standards. The Board has determined that Ms. Piret qualifies as an "audit
committee financial expert" under the Exchange Act of 1934, as amended. The
Audit and Nominating Committee met five times during 2004, with all then
Committee members attending each meeting.
SELECTION AND EVALUATION OF DIRECTOR CANDIDATES. The Audit and Nominating
Committee will, when a vacancy on the Board exists or is anticipated, consider
any candidate for Director recommended by a stockholder if (a) the
recommendation contains sufficient background information concerning the
candidate to enable the Committee to make a proper judgment as to the
candidate's qualifications and (b) the recommendation is submitted in accordance
with applicable procedural requirements set forth in the Fund's by-laws.
The Audit and Nominating Committee has not established specific, minimum
qualifications that must be met by an individual for the Audit and Nominating
Committee to recommend that individual for nomination as a Director. In seeking
candidates to consider for nomination to fill a vacancy on the Board, the Audit
and Nominating Committee expects to seek referrals from a variety of sources,
including current Directors, management of the Fund and counsel to the Fund. The
Committee may also engage a search firm to identify or evaluate or assist in
identifying or evaluating candidates. In evaluating candidates for a position on
the Board, the Audit and Nominating Committee considers a variety of factors,
including, as appropriate: (i) the candidate's knowledge in matters relating to
the mutual fund industry; (ii) any experience possessed by the candidate as a
director or senior officer of other public companies; (iii) the candidate's
educational background; (iv) the candidate's reputation for high ethical
standards and personal and professional integrity; (v) any specific financial,
technical or other expertise possessed by the candidate, and the extent to which
such expertise would complement the Board's existing mix of skills and
qualifications; (vi) the candidate's perceived ability to contribute to the
ongoing functions of the Board, including the candidate's ability and commitment
to attend meetings regularly and work collaboratively with other members of the
Board; (vii) the candidate's ability to qualify as an Independent Director for
purposes of the 1940 Act, the candidate's independence from Fund service
providers and the existence of any other relationships that might give rise to a
conflict of interest or the appearance of a conflict of interest; (viii) the
candidate's age relative to the Fund's age limitation on nominations and (ix)
such other factors as the Audit and Nominating Committee determines to be
relevant in light of the existing composition of the Board and any anticipated
vacancies or other transitions, e.g., whether or not a candidate is an "audit
committee financial expert" under the federal securities laws. Prior to making a
final recommendation to the Board, the Audit and Nominating Committee conducts
personal interviews with the candidates it concludes are the most qualified. Any
candidates recommended by stockholders will be evaluated in the same manner.
CANDIDATES RECOMMENDED BY STOCKHOLDERS. Stockholder wishing to submit a
nomination for director at an annual or special meeting of stockholders must
provide a "timely" notice (as defined in the Fund's by-laws) in writing to the
Secretary of the Fund, at The New America High Income Fund, Inc., 33 Broad
Street, Boston, Massachusetts 02109. To nominate directors for election at an
annual meeting, the stockholder's notice, to be timely,
7
must be received by the Secretary (i) not earlier than the close of business on
the 120th day and (ii) not later than the close of business on the 90th day
prior to the date of the annual meeting. In the event that, during the prior
year the Fund did not hold an annual meeting or the date of the annual meeting
changed by more than 30 days from the first anniversary of the prior year's
annual meeting (other than as a result of adjournment), the stockholder's notice
must be received by the Secretary (i) not earlier than the close of business on
the 120th day prior to such annual meeting and (ii) not later than the close of
business on the later of the 90th day prior to the annual meeting or the 10th
day following the day on which public announcement of the date of such annual
meeting is first made. With respect to election of directors at a special
meeting of stockholders, such notice, to be timely, must be received by the
Secretary of the Fund by the close of business on the later of (i) the 90th day
prior to such special meeting or (ii) the 10th day following the day on which
public announcement of the date of such special meeting is first made.
A stockholder's notice proposing a director nominee must specify:
- as to each stockholder giving the notice:
-- the name and address; and
-- the class and number of shares of the Fund which are beneficially
owned by the stockholder; and
- as to each person whom the stockholder proposes to nominate for
election as a director:
-- the name, age, business address and residence address of the
person;
-- the principal occupation or employment of the person;
-- the class and number of shares of stock of the Fund which are
beneficially owned by the person; and
-- any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of
directors pursuant to the rules and regulations under the
Securities Exchange Act of 1934, as amended.
The Fund may also require any proposed nominee to furnish such other
information as may reasonably be required by the Fund to determine the
eligibility of such proposed nominee to serve as a director of the Fund. The
chairman of a meeting of stockholders may disregard a stockholder's nomination
that failed to comply with these procedures.
COMPENSATION COMMITTEE
At its January 1999 meeting, the Directors established a Compensation
Committee. The Compensation Committee is responsible for monitoring and revising
as appropriate the compensation of Fund employees, subject to review by the
Board as a whole. Ms. Terry's compensation as the Fund's Chief Compliance
Officer is subject to separate approval by the independent Directors. During
fiscal 2004, the Compensation Committee, which is comprised of Messrs. Monrad
and Floor, met one time with each member attending. As described above, Mr.
Floor is an "interested person" of the Fund.
COMMUNICATIONS WITH THE BOARD
Stockholders wishing to communicate with the Board may do so by sending a
written communication to any Director at the following address: The New America
High Income Fund, Inc., 33 Broad Street, Boston, MA 02109. Any stockholder
communication so received will be promptly forwarded to the Director(s) to whom
it is addressed.
8
INDEPENDENT PUBLIC ACCOUNTANTS AND FEES
The Board of Directors has selected the firm of KPMG LLP ("KPMG") as
independent public accountants for the Fund for the year ending December 31,
2005. Since June 27, 2002, KPMG has acted as the Fund's independent public
accountants. The services provided by KPMG consist of the examination of the
Fund's annual financial statements, assistance and consultation in connection
with the SEC filings, and review of tax and certain compliance matters on behalf
of the Fund.
Representatives of KPMG are not expected to be represented at the Annual
Meeting, but a representative of KPMG is expected to be available via telephone
during the Annual Meeting to respond to appropriate questions and will have the
opportunity to make a statement if the representative so desires.
AUDIT FEES. For fiscal 2004 and 2003, the aggregate fees billed by KPMG for
audit of the Fund's annual financial statements, review of the semi-annual
financial statements and assistance in connection with the Fund's filing of the
registration statements totaled $50,000 and $96,000, respectively.
AUDIT-RELATED FEES. KPMG billed $15,000 and $31,500 for fiscal 2004 and
2003, respectively, for assurance and related services that are reasonably
related to the performance of the audit and review of the Fund's financial
statements, including quarterly agreed upon procedures related to requirements
of the Fund's articles supplementary.
TAX FEES. During fiscal 2004, KPMG's fees for its professional services
related to preparation of the Fund's federal and state tax returns, review of
excise distributions, and testing of quarterly asset diversification totaled
$7,250. During fiscal 2003, KPMG's fees for its professional services related to
preparation of the Fund's federal and state tax returns, review of excise
distributions, and testing of quarterly asset diversification totaled $7,000.
ALL OTHER FEES. KPMG did not provide any other services to the Fund in 2004
or 2003 other than those listed above.
NON-AUDIT FEES. KPMG did not provide any other services to the Fund in 2004
or 2003 other than those listed above. KPMG's fees for non-audit services in
fiscal 2004 billed to T. Rowe Price Group, Inc. ("Price Group") and its
subsidiaries totaled approximately $418,600. KPMG's fees for non-audit services
in fiscal 2003 billed to Price Group totaled $257,500, other than fees billed
for-professional services rendered for the audit of the annual financial
statements and the reviews of the financial statements included in Forms 10-Q.
The Committee has considered and determined that the performance by KPMG of
non-audit services to Price Group and its subsidiaries is compatible with
maintaining that firm's independence in connection with serving as the Fund's
independent public accountants.
Further, for the fiscal years ended December 31, 2004 and 2003, the
principal accountant's audit report on the Fund's financial statements contained
no adverse opinion or disclaimer of opinion; nor was its report qualified or
modified as to uncertainty, audit scope, or accounting principals.
REPORT OF THE AUDIT AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS
The Fund's Audit and Nominating Committee has met and held discussions
separately, and jointly with each of management and the Fund's independent
public accountants. In addition, the Audit and Nominating Committee has reviewed
and discussed the Fund's audited financial statements for fiscal 2004 with
management and the independent public accountants. The Audit and Nominating
Committee discussed with the Fund's independent public accountants the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). The Fund's independent public accountants
also provided the Audit and Nominating Committee the written disclosures and the
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and the Audit and Nominating Committee
discussed with the independent public accountants that firm's independence.
Based on the review and discussions described in this
9
Report, the Audit and Nominating Committee recommended that the Board of
Directors include the audited financial statements in the Fund's 2004 annual
report to stockholders required by Section 30(e) of the 1940 Act and Rule 30e-1
thereunder for filing with the SEC.
Joseph L. Bower Ernest E. Monrad Marguerite A. Piret Bernard J. Korman
REMUNERATION OF DIRECTORS AND OFFICERS
During the first three quarters of fiscal 2004, the Directors' compensation
was based on a fee of $24,000 per year plus a fee of $2,000 per Directors'
meeting in which the Director participated except in the case of telephonic
Directors' meetings for which the fee was $1,000, together with actual
out-of-pocket expenses relating to attendance at such meetings. On September 24,
2004, the Directors voted to change their compensation going forward beginning
with the last quarter of fiscal 2004. Under the new compensation arrangements,
each Director receives an annual fee of $27,000 and a fee of $2,000 per
Directors' meeting (generally excluding brief telephonic meetings). As noted
below, Mr. Monrad will elect Director Emeritus status at the 2005 Annual
Meeting. Directors Emeritus will receive compensation on the same basis as the
Fund's Directors. Mr. Birch's compensation for services rendered to the Fund in
his capacity as President for the calendar year ended December 31, 2004 was
$104,231, and he currently receives an annual retainer of $110,000 plus an
allowance of approximately $7,000 for health insurance for his services to the
Fund as President. Each member of the Fund's Audit and Nominating Committee,
which consists of the Fund's non-interested Directors, receives $2,000 for each
Audit and Nominating Committee meeting attended, other than meetings held on
days on which there is also a Directors' meeting. In 2004, all Audit and
Nominating Committee meetings were held on days on which there was also a
Directors' meeting. Directors of the Fund received for the fiscal year ended
December 31, 2004 aggregate remuneration of $169,750 exclusive of compensation
paid to Mr. Birch for his services rendered to the Fund in his capacity as
President. The following table summarizes the compensation paid to the Directors
and officers of the Fund for the fiscal year ended December 31, 2004. The Fund
does not provide remuneration in the form of pension or retirement benefits to
any of its Directors or officers.
PENSION OR
RETIREMENT
BENEFITS ESTIMATED
NAME OF AGGREGATE ACCRUED AS ANNUAL TOTAL
DIRECTOR OR COMPENSATION PART OF FUND BENEFITS UPON COMPENSATION
OFFICER FROM FUND EXPENSES RETIREMENT FROM FUND
----------- ------------ ------------ ------------- ------------
Robert F. Birch $ 137,981 none none $ 137,981(1)
Joseph L. Bower $ 33,750 none none $ 33,750
Richard E. Floor $ 33,750 none none $ 33,750
Bernard J. Korman $ 33,750 none none $ 33,750
Ernest E. Monrad(2) $ 33,750 none none $ 33,750
Marguerite Piret(3) $ 1,000 none none $ 1,000
Ellen E. Terry $ 172,674 none none $ 172,674
----------
(1) Of this amount, $104,231 was compensation for service as President and
$33,750 was compensation for service as a Director.
(2) Under the terms of the Fund's by-laws, no person may be nominated for
election as Director for a term in which such person would have reached 75
years of age; however a Director who would be subject to this limitation
and has served as a member of the Board of Directors for a minimum of ten
years may elect status as a Director Emeritus. In accordance with the
by-laws, Mr. Monrad will not be seeking an additional term as a Fund
Director at the Annual Meeting of Stockholders, but will instead elect
Director Emeritus status at the conclusion of his current term. Under the
Fund's by-laws, a Director Emeritus may serve for a maximum of five years.
10
A Director Emeritus has no voting rights at Board meetings and is not under
a duty to manage or direct the business and affairs of the Fund.
(3) Ms. Piret was appointed to the Board at the November 1, 2004 meeting.
OTHER MATTERS
The Directors do not intend to present any other business at the Annual
Meeting nor are they aware of any stockholder's intention to do so. If, however,
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Stockholder proposals intended to be included in the proxy statement and
form of proxy to be presented at the Fund's next annual meeting of stockholders
must be received at the Fund's principal offices, 33 Broad Street, Boston,
Massachusetts 02109, no later than October 30, 2005. Such proposals must also
comply with all other legal requirements in order to be included in the Fund's
proxy statement and form of proxy for that meeting. Proxies solicited by the
Board of Directors for the Fund's 2006 Annual Meeting will confer discretionary
voting authority with respect to stockholder proposals received not later than
the close of business on January 28, 2006, subject to the SEC rules governing
the exercise of this authority. Such proposals must be received in writing by
the Secretary of the Fund at the Fund's principal offices. Notice of a
stockholder proposal for the 2006 Annual Meeting received after January 28,
2006, will be considered untimely.
Boston, Massachusetts
February 25, 2005
11
(This page has been left blank intentionally.)
3709-PS-05
THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET, BOSTON, MASSACHUSETTS 02109
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2005
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Series A, Series B, Series C and/or
Series D Auction Term Preferred Stock (collectively, "Auction Term Preferred
Stock") of The New America High Income Fund, Inc., a Maryland corporation (the
"Fund"), hereby constitute(s) and appoint(s) ROBERT F. BIRCH and RICHARD E.
FLOOR, and each of them, as proxies for the undersigned, each with full power of
substitution and revocation, to represent the undersigned at the Annual Meeting
of Stockholders of the Fund (the "Annual Meeting" or "Meeting") to be held at
the offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on Thursday, April 28, 2005 at 10:30 a.m. local time, and at
any and all adjournments and postponements thereof, and thereat to vote all
shares of the Auction Term Preferred Stock of the Fund held of record by the
undersigned on Wednesday, February 16, 2005, with all powers the undersigned
would possess if personally present, in accordance with the instructions on this
proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE PROXIES
WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ON THE REVERSE SIDE.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
PLEASE PROVIDE NEW ADDRESS BELOW: DO YOU HAVE ANY COMMENTS?
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
THE NEW AMERICA HIGH INCOME FUND, INC.
PLEASE MARK BOXES IN BLUE OR BLACK INK AS IN THIS EXAMPLE /X/
1. A. Authority to vote for the election as Directors of all the
Auction Term Preferred Stock nominees listed below. / / GRANTING / / WITHHOLDING
JOSEPH L. BOWER AND BERNARD J. KORMAN
B. Authority to vote for the election as Directors of all the
nominees listed below. / / GRANTING / / WITHHOLDING
ROBERT F. BIRCH, RICHARD E. FLOOR AND MARGUERITE A. PIRET
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME.)
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE PROXIES
WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENTS THEREOF. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH
NOMINEE. THE UNDERSIGNED HEREBY ACKNOWLEDGE(S) RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
Please be sure to sign and date this Proxy.
------------------------------------------------
Date
------------------------------------------------
Stockholder sign here
------------------------------------------------
Co-owner sign here
Mark box at right if an address change or comment has been noted on the reverse
side of the card. / /
SHARES ON RECORD DATE: -----------------------------------------
THE NEW AMERICA HIGH INCOME FUND, INC.
33 BROAD STREET, BOSTON, MASSACHUSETTS 02109
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2005
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Common Stock of The New America High
Income Fund, Inc., a Maryland corporation (the "Fund"), hereby constitute(s)
and appoint(s) ROBERT F. BIRCH and RICHARD E. FLOOR, and each of them, as
proxies for the undersigned, each with full power of substitution and
revocation, to represent the undersigned at the Annual Meeting of
Stockholders of the Fund (the "Annual Meeting" or "Meeting") to be held at
the offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on Thursday, April 28, 2005 at 10:30 a.m. local time, and
at any and all adjournments or postponements thereof, and thereat to vote all
shares of the Common Stock of the Fund held of record by the undersigned on
Wednesday, February 16, 2005, with all powers the undersigned would possess
if personally present, in accordance with the instructions on this proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR SET FORTH
ON THE REVERSE SIDE.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be
that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________ ___________________________________
_______________________________ ___________________________________
_______________________________ ___________________________________
THE NEW AMERICA
HIGH INCOME FUND, INC.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
______________________________ ______________________________
VOTE-BY-INTERNET [GRAPHIC] VOTE-BY-TELEPHONE [GRAPHIC]
LOG ON TO THE INTERNET AND GO TO OR CALL TOLL-FREE
http://www.eproxyvote.com/hyb 1-877-PRX-VOTE (1-877-779-8683)
IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.
PLEASE MARK VOTES AS IN THIS EXAMPLE. /X/
______________________________________
THE NEW AMERICA HIGH INCOME FUND, INC.
______________________________________
1. Election as Directors of all the nominees below.
(01) ROBERT F. BIRCH, (02) RICHARD E. FLOOR AND (03) MARGUERITE A. PIRET
FOR WITHHOLD
/ / / /
/ /________________________________________
For all nominees except as noted above
Mark box at right if an address change or / /
comment has been noted on the reverse
side of this card.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE. THE UNDERSIGNED HEREBY
ACKNOWLEDGE(S) RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.
Please be sure to sign and date this Proxy.
________________________ _________________________
Signature Date
_______________________ _________________________
Signature Date
THE NEW AMERICA HIGH INCOME FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2005
SCRIPT FOR TOUCH TONE TELEPHONE VOTING
Welcome to the electronic voting system. Please have your proxy card or
voting instruction sheet or ballot available before voting. Enter the series
of numbers printed in the gray shaded area on your card, followed by the pound
sign. [If the stockholder enters necessary information, script continues as
follows.] One moment, please, while we verify your information. Enter the last
four digits of the U.S. Social Security Number or the U.S. Taxpayer
Identification Number for this account, followed by the pound sign. [If the
stockholder enters necessary information, script continues as follows.] The
company that you are voting is The New America High Income Fund, Inc. Your vote
is subject to the same terms and authorizations as indicated on the proxy card.
It also authorizes the named proxies to vote according to the instructions at
the meeting of the stockholders. To vote all proposals in accordance with the
recommendations of the Board of Directors, press one. If you wish to vote on
one proposal at a time, press two.
[If the stockholder presses one, the script continues as follows; if the
stockholder presses two, the script continues using the script for proposal
by proposal voting shown below.] You have cast your vote as follows: You
have voted in the manner recommended by the Board of Directors. Your vote
has been successfully recorded. It is not necessary for you to mail in your
card. If you wish to vote another card or change your vote, press one.
Otherwise, please hang up. Thank you for voting.
[SCRIPT FOR PROPOSAL BY PROPOSAL VOTING]
Item 1. To vote for all nominees, press one. To withhold from all nominees,
press two. To withhold from individual nominees, press three.
[If the stockholder presses one or two, the script continues as follows; if
the stockholder presses three, the script continues below.] You have cast
your vote as follows: [Script reviews stockholder votes.] Your vote has
been successfully recorded. It is not necessary for you to mail in your
card. If you wish to vote another card or change your vote, press one.
Otherwise please hang up. Thank you for voting.
[If the stockholder presses three above, the script continues as follows.]
Enter the two-digit number next to the nominee from whom you would like to
withhold your vote followed by the pound key or, if you have completed voting
on directors, press the pound key again.
[If the stockholder enters a valid nominee number, the script continues as
follows; if the stockholder presses the pound key, the script continues
below.] To withhold your vote from another nominee, enter the 2-digit number
next to the nominee followed by the pound key or, if you have completed
voting on directors, press the pound key again.
[If the stockholder presses the pound key, the script continues as follows.]
You have cast your vote as follows: [Script reviews stockholder votes.]
Your vote has been successfully recorded. It is not necessary for you to
mail in your card. If you wish to vote another card, or change your vote,
press one. Otherwise please hang up. Thank you for voting.
[At any time during the call, if the stockholder either presses no key or
enters an invalid number, the current item is repeated three times. After
the third time, if no valid number is entered, the script continues as
follows.] We are unable to process your request at this time. Thank you for
calling.
[GRAPHIC]
[EQUISERVE(R) LOGO] VOTE
BY NET
VOTE BY NET
< STEP 1 > | Step 2 | Step 3
WELCOME TO THE EQUISERVE ONLINE VOTING WIZARD!
Just follow a few simple steps to complete the secure online voting process:
AUTHENTICATION: Login using your voter control number
DELIVERY PREFERENCE: Setup future delivery of your annual meeting materials
VOTING: Cast your vote and receive your confirmation online
FINISH: Update your address and review other options
If you have more than one proxy card, instruction card or ballot, please vote
them one card at a time. To get started now, login below and click "Continue".
STEP 1: AUTHENTICATION
Enter the number labeled Control Number in your e-mail or the
number in the gray shaded box on your proxy card or ballot. _________________
Enter the last 4 digits of the U.S. social security number
(SSN) or the U.S. taxpayer identification number (TIN) for
this account.* _________________
*If you do not have a SSN or TIN for this account, please
leave this box blank.
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THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | < STEP 2 > | Step 3
WELCOME
Name Line
Address Line
City, State, Zip Code Line
DELIVERY PREFERENCE
Select how you would like to receive your future annual meeting materials:
/ / Electronically (VIEW TERMS AND CONDITIONS FOR ELECTRONIC DELIVERY) -or-
E-mail address (e.g., name@xyz.com) _______________________________
Enter e-mail address again for validation _______________________________
/ / Postal mail
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THE NEW AMERICA HIGH INCOME FUND, INC. ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2005
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Common Stock of The New America High
Income Fund, Inc., a Maryland corporation (the "Fund"), hereby constitute(s)
and appoint(s) ROBERT F. BIRCH and RICHARD E. FLOOR, and each of them, as
proxies for the undersigned, each with full power of substitution and
revocation, to represent the undersigned at the Annual Meeting of
Stockholders of the Fund (the "Annual Meeting" or "Meeting") to be held at
the offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on Thursday, April 28, 2005 at 10:30 a.m. local time, and
at any and all adjournments or postponements thereof, and thereat to vote all
shares of the Common Stock of the Fund held of record by the undersigned on
February 16, 2005, with all powers the undersigned would possess if
personally present, in accordance with the instructions on this proxy.
THE NEW AMERICA HIGH INCOME FUND, INC. BOARD OF DIRECTORS RECOMMENDS A VOTE:
"FOR" ALL NOMINEES
Check this box to cast your vote in accordance with the recommendations of The
New America High Income Fund, Inc. Board of Directors: / /
THE NEW AMERICA HIGH INCOME FUND, INC. BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL NOMINEES.
1. Election of Directors of all the nominees.
/ / FOR ALL NOMINEES, EXCEPT AS NOTED BELOW / / WITHHOLD AS TO ALL NOMINEES
/ / Robert F. Birch / / Richard E. Floor / / Marguerite A. Piret
To cast your vote please click "Submit".
(NOTE: Your vote will not be counted until you click "Submit".)
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THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | Step 2 | < Step 3 > [GRAPHIC] PRINT THIS PAGE
NAME LINE
ADDRESS LINE
CITY, STATE, ZIP CODE LINE
CONTROL NUMBER:
CONFIRMATION NUMBER:
DATE:
Thank you for using EquiServe's Vote-By-Net facility.
STEP 3: SUMMARY OF YOUR VOTE
Your vote was recorded by EquiServe as follows:
1. Election of Directors of all the nominees. FOR ALL NOMINEES
Delivery Preference
Please keep a copy for your records. To change your vote click "Back".
To change your address or provide a comment click "Options".
You can now VOTE ANOTHER BALLOT or go to THE NEW AMERICA HIGH INCOME FUND, INC.
HOMEPAGE or click "Exit" to go to EquiServe Homepage.
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THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | Step 2 | < Step 3 > [GRAPHIC] PRINT THIS PAGE
NAME LINE
ADDRESS LINE
CITY, STATE, ZIP CODE LINE
CONTROL NUMBER:
CONFIRMATION NUMBER:
DATE:
Thank you for using EquiServe's Vote-By-Net facility.
STEP 3: SUMMARY OF YOUR VOTE
Your vote was recorded by EquiServe as follows:
1. Election of Directors of all the nominees. WITHHOLD AS TO ALL NOMINEES
Delivery Preference
Please keep a copy for your records. To change your vote click "Back".
To change your address or provide a comment click "Options".
You can now VOTE ANOTHER BALLOT or go to THE NEW AMERICA HIGH INCOME FUND, INC.
HOMEPAGE or click "Exit" to go to EquiServe Homepage.
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VOTE BY NET
THE NEW AMERICA HIGH INCOME FUND, INC.
Step 1 | Step 2 | < Step 3 > [GRAPHIC] PRINT THIS PAGE
NAME LINE
ADDRESS LINE
CITY, STATE, ZIP CODE LINE
CONTROL NUMBER:
CONFIRMATION NUMBER:
DATE:
Thank you for using EquiServe's Vote-By-Net facility.
STEP 3: SUMMARY OF YOUR VOTE
Your vote was recorded by EquiServe as follows:
1. Election of Directors of all the nominees. FOR ALL NOMINEES, EXCEPT AS
NOTED BELOW
Delivery Preference
Please keep a copy for your records. To change your vote click "Back".
To change your address or provide a comment click "Options".
You can now VOTE ANOTHER BALLOT or go to THE NEW AMERICA HIGH INCOME FUND, INC.
HOMEPAGE or click "Exit" to go to EquiServe Homepage.
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