THE NEW AMERICA HIGH INCOME FUND, INC.
10 Winthrop Square, Fifth Floor
Boston, Massachusetts 02110
April 18, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of
Stockholders of The New America High Income Fund, Inc. (the "Fund") to be held
at the Goodwin, Procter & Hoar LLP Conference Center, Second Floor, Exchange
Place, Boston, Massachusetts 02109, on Thursday, May 29, 1997 at 11:00 a.m.
In addition to the election of Directors and the ratification of the
selection of the Fund's independent public accountant, the Board of Directors is
seeking your approval of proposed Articles of Amendment to effect certain
changes to the Fund's Series A and Series B Auction Term Preferred Stock
(collectively, the "ATP"). In general the Articles of Amendment would split each
share of the Fund's outstanding ATP into two shares of the same series, reduce
the liquidation preference of each such share from $50,000 to $25,000 and make
certain conforming technical changes. These changes are designed to enhance the
marketability of the ATP in connection with future auctions, and thus to reduce
the dividend rate payable with respect to the ATP as a result of the operation
of future auctions. However, these changes will not change the aggregate
liquidation preference of the outstanding ATP.
Enclosed is a proxy statement which outlines these changes in further
detail, as well as a proxy card with which you can vote on each of the foregoing
matters.
We hope that you will be able to attend the meeting. Whether or not you
plan to attend the 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
as soon as possible to assure that your shares are represented at the meeting.
Sincerely,
Robert F. Birch
President
IMPORTANT
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
complete, sign and return the enclosed proxy card as soon as possible. You may
withdraw your proxy if you attend the Annual Meeting and desire to vote in
person.
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Thursday, May 29, 1997
------------------------
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 Goodwin, Procter & Hoar LLP Conference Center, Second Floor,
Exchange Place, Boston, Massachusetts, on Thursday, May 29, 1997 at 11:00 a.m.,
for the following purposes:
1. To elect six Directors of the Fund, two of whom shall be elected by
the holders of the Fund's Series A and Series B 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
Fund's ATP, to hold office until the next annual meeting of
stockholders and until their successors shall have been duly elected
and qualified.
2. To ratify the selection of Arthur Andersen LLP as independent public
accountants of the Fund for the year ending December 31, 1997.
3. To approve the Articles of Amendment which would split each share of
the Fund's outstanding Series A and Series B ATP into two shares of
the same series, reduce the liquidation preference of each such
share from $50,000 to $25,000 and make certain conforming technical
changes.
4. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
The matters referred to above may be acted upon at the Annual Meeting or
any adjournments thereof.
The close of business on April 14, 1997 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournments 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. HOLDERS OF THE
FUND'S AUCTION TERM PREFERRED STOCK SHOULD SIGN AND RETURN THE YELLOW PROXY.
By Order of the Board of Directors
Richard E. Floor
Secretary
April 18, 1997
Boston, Massachusetts
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
10 Winthrop Square, Fifth Floor
Boston, Massachusetts 02110
(617) 350-8610
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 29, 1997
------------------------
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 Annual Meeting
of Stockholders (the "Annual Meeting") to be held at the Goodwin, Procter & Hoar
LLP Conference Center, Second Floor, Exchange Place, Boston, Massachusetts on
Thursday, May 29, 1997 at 11:00 a.m. and at any and all adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting dated
April 18, 1997.
This Proxy Statement and the accompanying Notice of Annual Meeting and
form of proxy will be first sent to stockholders on or about April 18, 1997. The
Board of Directors has fixed the close of business on April 14, 1997 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, 47,645,644 shares of the
Fund's Common Stock, $.01 par value per share (the "Common Stock"), were issued
and outstanding and 2,000 shares of the Fund's Auction Term Preferred Stock (the
"ATP"), $1.00 par value per share, liquidation preference $50,000 per share,
were issued and outstanding, consisting of 1,200 shares of Series A ATP and 800
shares of Series B ATP. Each outstanding share of Common Stock and each
outstanding share of ATP is entitled to one vote on all matters 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 ATP at April 1, 1997.
If the accompanying form of proxy is properly executed and returned in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instruction marked thereon by the stockholder.
Executed proxies that are unmarked will be voted (1) for the election of the
applicable nominees named herein as Directors of the Fund, (2) for the proposal
to ratify the selection of Arthur Andersen LLP as independent public accountants
of the Fund for the year ending December 31, 1997, (3) for the proposal to
approve the Articles of Amendment discussed herein, and (4) in the discretion of
the persons named as proxies in connection with any other matter which may
properly come before the Annual Meeting or any adjournments thereof. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining the "votes cast" for purposes of
Proposals One, Two and Three. Abstentions will, however, be counted as shares
present at the Meeting for purposes of a quorum. Broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other person 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 abstentions. A stockholder may revoke
his or her proxy prior to its use by appearing at 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. Holders of Common Stock should
sign and return the white proxy. Holders of ATP should sign and return the
yellow proxy.
1
<PAGE>
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 any of
the proposals 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 or telegraph or in person. The Fund may also retain a proxy
solicitation firm to assist in the solicitation of proxies. The costs of
retaining such a firm, which the Fund does not anticipate would exceed $15,000,
would depend upon the amount and type of services rendered and would be borne by
the Fund. The costs of proxy solicitation and expenses incurred in connection
with preparing this Proxy Statement and its enclosures will be paid by the Fund.
The Annual Report of the Fund for the year ended December 31, 1996,
including financial statements, has been mailed to stockholders of record at the
close of business on that date, and to persons who were stockholders of record
at the close of business on February 7, 1997. If you did not receive the Annual
Report or if you would like to request another copy you may call the Fund
collect at 617-350-8610.
THE INVESTMENT ADVISER
AND ADMINISTRATIVE SERVICES
Wellington Management Company, LLP with its principal office at 75 State
Street, Boston, Massachusetts 02109, has served as the investment adviser to the
Fund since February 19, 1992. Since February 1992 the Fund has engaged Ellen E.
Terry to perform administrative services. Since February 1992 the Fund has also
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 following six
nominees 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 six 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 both series of 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 four nominees named below by
2
<PAGE>
the holders of the Common Stock and the holders of both series of the ATP,
voting together as a single class. A plurality of all the votes cast at a
meeting at which a quorum is present 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 nominees for election to the Board of Directors are as follows:
<TABLE>
<CAPTION>
Number of
Shares of
Common Stock
Beneficially
Owned at
Position(s) Director March 1,
Name with the Fund Age Since 1997(1)(2)
---- ------------- --- ----- ----------
<S> <C> <C> <C> <C>
Preferred Stock Nominees
- ------------------------
Joseph L. Bower Director 58 1988 0
Bernard J. Korman Director 65 1987 164,437
Common Stock Nominees
- ---------------------
Robert F. Birch* Director and President 61 1992 40,974
Richard E. Floor* Director and Secretary 56 1987 4,800(3)
Franco Modigliani Director 78 1988 0
Ernest E. Monrad Director 66 1988 56,334(4)
- -----------------
</TABLE>
* Messrs. Birch and Floor are deemed to be "interested persons" of the Fund, as
defined in the investment Company Act of 1940, as amended (the "1940 Act").
Mr. Birch is the President of the Fund. Mr. Floor is the Secretary of the
Fund and a partner, through his professional corporation, of Goodwin, Procter
& Hoar LLP, counsel to the Fund.
(1)The amounts shown are based on information furnished by the nominee. Except
as otherwise indicated, each person has sole voting and investment power with
respect to the shares indicated. Fractional shares are rounded to the nearest
whole share.
(2)No Director is the beneficial owner of more than 1% of the Common Stock
outstanding.
(3)The shares indicated are owned by the Richard E. Floor Profit Sharing Trust,
as to which Mr. Floor has sole voting and investment power as trustee.
(4)Includes 32,488 shares owned by Mr. Monrad's spouse and 7,037 shares held by
Mr. Monrad as a fiduciary for unrelated persons. Mr. Monrad disclaims
beneficial ownership of all shares held by his spouse and the shares he holds
as a fiduciary.
As of March 1, 1997, all of the executive officers and Directors of the
Fund as a group (seven persons) beneficially owned 270,834.726 shares of Common
Stock, or less than 1% of the outstanding shares of Common Stock.
No officer or Director of the Fund owns shares of the Fund's ATP.
3
<PAGE>
Preferred Stock Nominees
Joseph L. Bower has been associated with the Harvard Business School as a
professor since 1963, as Donald K. David Professor of Business Administration
since 1986, and as Chairman of the Doctoral Programs and Director of Research
from 1990-1995. Mr. Bower has also been a member and research fellow at the
Institute of Politics since 1966 and a faculty member of the Kennedy School of
Government since 1969. He is a director of Anika Research, Inc., Sonesta
International Hotels Corporation and Brown Group, Inc., and is a general partner
of ML-Lee Acquisition Fund, L.P.
Bernard J. Korman is Chairman of the Board of Directors of Graduate Health
System, Inc. and is a director of Kapson Senior Quarters Corp. (assisted living
services), The Pep Boys, Inc. (automotive supplies), Today's Man, Inc. (retail
men's clothing sales), Omega Healthcare Investors, Inc. (real estate investment
trust) and InnoServ Technologies, Inc. (medical equipment support services). Mr.
Korman served as President, Chief Executive Officer and a director from 1977 to
1995 of MEDIQ Incorporated (healthcare services).
Common Stock Nominees
Robert F. Birch is a private investor. Mr. Birch served as Chairman and
Chief Executive Officer of Memtek Corporation, a manufacturer of capital
equipment utilized in the treatment of liquid toxic waste, from 1990 to July
1991, and was associated with Finn Wishengrad Warnke & Gayton, a consulting firm
specializing in workouts of financially distressed companies, from 1988 through
1989. Prior to that time, Mr. Birch was President and Chief Executive Officer of
Gardner and Preston Moss, Inc., a Boston-based investment management firm.
Richard E. Floor has been a partner with the law firm of Goodwin, Procter
& Hoar LLP, Boston, Massachusetts, since 1975 (individually and through his
professional corporation). Mr. Floor also serves as a director of Town & Country
Corporation.
Franco Modigliani has been Professor of Finance and Economics from 1962 to
1970, Institute Professor from 1970 to 1988, and Professor Emeritus and Lecturer
since 1988, at the Massachusetts Institute of Technology. Mr. Modigliani is a
member of the National Academy of Sciences, the American Academy of Arts and
Sciences, and the Academia dei Lincei. In 1985 he was awarded the James Killian,
Jr. Faculty Achievement Award from MIT and the Alfred Nobel Memorial Prize in
Economic Sciences. He is an Honorary President of the International Economic
Association and a former President of the American Economic Association, the
American Finance Association and the Econometric Society. He also has served as
a consultant to the Federal Reserve System, the U.S. Treasury Department and a
number of European banks.
Ernest E. Monrad has been a Trustee since 1960 and Chairman of the
Trustees since 1969 of Northeast Investors Trust, and the Chairman and Assistant
Treasurer and a director since 1981 of Northeast Investors Growth Fund. Mr.
Monrad also serves as a vice president and director of Northeast Investment
Management, Inc., a registered investment adviser, and is a director of Century
Shares Trust and Furman Lumber, Inc.
During the year ended December 31, 1996, the Directors of the Fund met
five times. During such year each Director attended at least 75% of the meetings
held by the Board. The Board of Directors has one committee, an Audit Committee.
The Audit Committee is responsible for conferring with the Fund's independent
accountants, reviewing the scope and procedures of the year-end audit, reviewing
annual financial statements and recommending the selection of the Fund's
independent accountants. The Audit Committee is presently comprised of Messrs.
Bower, Korman,
4
<PAGE>
Modigliani and Monrad. The Audit Committee met one time in 1996, with each
member attending such meeting. The Board of Directors does not have any standing
nominating committee or compensation committee.
Executive Officer
Ellen E. Terry, Vice President and Treasurer of the Fund, is the only
executive officer of the Fund not named in the table above. Ms. Terry, age 37,
served as Acting President and Treasurer of the Fund from October 1991 through
February 18, 1992, and as Vice President of the Fund prior to such time. From
1987 through February 1992, Ms. Terry was employed by Ostrander Capital
Management, L.P., a former investment adviser of the Fund. Prior to joining
Ostrander Capital Management, Ms. Terry was employed by Fidelity Investments.
Remuneration of Directors
The Fund pays each Director a fee of $20,000 per year plus $2,000 per
Directors' meeting attended in person and $1,000 per telephonic Directors'
meeting in which the Director participates, together with actual out-of-pocket
expenses relating to attendance at such meetings. In addition, Mr. Birch
received a fee of $55,000 for his services rendered to the Fund in his capacity
as President for the calendar year ended December 31, 1996, and currently
receives an annual retainer of $40,000 for his services to the Fund as
President. The members of the Fund's Audit Committee, which consists of the
Fund's non-interested Directors, receive $2,000 for each Audit Committee meeting
attended, other than meetings held on days on which there is also a Directors'
meeting. Directors of the Fund received for the fiscal year ended December 31,
1996 aggregate remuneration of $174,000 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 in 1996. The Fund does not provide
remuneration in the form of pension or retirement benefits to any of its
Directors.
<TABLE>
<CAPTION>
Pension or
Retirement
Benefits Estimated
Name of Aggregate Accrued As Annual Total
Director Compensation Part of Fund Benefits Upon Compensation
or Officer from Fund Expenses Retirement from Fund
---------- --------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Robert F. Birch $ 84,000 none none $ 84,000 *
Joseph L. Bower $ 29,000 none none $ 29,000
Richard E. Floor $ 29,000 none none $ 29,000
Bernard J. Korman $ 28,000 none none $ 28,000
Franco Modigliani $ 29,000 none none $ 29,000
Ernest E. Monrad $ 29,000 none none $ 29,000
Ellen E. Terry $ 98,500 none none $ 98,500
</TABLE>
* Of this amount, $ 55,000 was paid for service as President and $ 29,000 was
paid for service as a Director.
Section 16(a) Beneficial Ownership Reporting Compliance
Robert F. Birch, President and a Director of the Fund, did not file a Form 5
for the Fund's fiscal year ended December 31, 1995. Mr. Birch's Form 5 for
fiscal 1995 would have reported six transactions to reinvest Fund
5
<PAGE>
dividends. Because of the size of these transactions, they were not required to
be reported under Section 16 of the Securities Exchange Act of 1934 on other
than a year end basis pursuant to Rule 16a-6 thereunder addressing small
acquisitions. The six transactions were subsequently included in Mr. Birch's
Form 5 for the fiscal year ended December 31, 1996.
The Board of Directors recommends that stockholders vote FOR the election of
the six nominees to the Fund's Board of Directors.
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Arthur Andersen LLP as
independent public accountants for the Fund for the year ending December 31,
1997. Stockholders are being asked to ratify the selection of Arthur Andersen
LLP to perform audit services for the Fund. Approval of this proposal requires
the affirmative vote of a majority of the votes cast at the meeting.
Arthur Andersen LLP has acted as independent public accountants for the Fund
since the Fund's first audit in February 1988. The services provided by Arthur
Andersen LLP consist of the examination of the Fund's annual financial
statements, assistance and consultation in connection with Securities and
Exchange Commission filings, and the review of tax and certain compliance
matters on behalf of the Fund.
Arthur Andersen LLP is not expected to be represented at the Annual Meeting,
but a representative of that firm will be available by telephone should the need
for consultation arise.
The Board of Directors, including those Directors who are not interested
persons of the Fund, recommends a vote FOR the ratification of the selection of
Arthur Andersen LLP as independent public accountants of the Fund for the year
ending December 31, 1997.
PROPOSAL THREE
APPROVAL OF ARTICLES OF AMENDMENT
IN CONNECTION WITH PREFERRED STOCK SPLIT
The Fund currently has outstanding 1,200 shares of Series A ATP and 800
shares of Series B ATP with a liquidation preference of $50,000 per share. The
Fund has filed a registration statement with the Securities and Exchange
Commission to register approximately 2,000 shares of Series C ATP with a
liquidation preference of $25,000 per share.
Lehman Brothers Inc., the Fund's Broker-Dealer with respect to the ATP, has
advised the Fund that reducing the liquidation preference of the outstanding ATP
to $25,000 per share would enhance the marketability of such ATP in connection
with future auctions. Greater market interest in the ATP would tend to reduce
the dividend rate payable with respect to the ATP as a result of the operation
of such auctions, although there can be no assurance that it will do so. The
Fund's Board of Directors considered, declared advisable and in the best
interests of the Fund and its stockholders,
6
<PAGE>
and approved, subject to approval by the stockholders of the Fund, the Articles
of Amendment to the Fund's charter which would: (i) split each share of Series A
ATP and Series B ATP into two shares of the same Series, (ii) reduce the
liquidation preference of each share of Series A ATP and Series B ATP from
$50,000 per share to $25,000 per share, and (iii) amend certain related
provisions. A copy of the proposed Articles of Amendment is attached to this
Proxy Statement as Exhibit A.
The proposed Articles of Amendment will not have any effect on the aggregate
liquidation preference of the Fund's outstanding ATP. As a result of the
effectiveness of the Articles of Amendment, each holder of shares of ATP having
a liquidation preference of $50,000 per share will be deemed to be the owner of
twice as many shares of ATP of the same series having a liquidation preference
of $25,000 per share.
Under the Fund's charter, approval of the Articles requires the approval of a
majority of the shares of Common Stock and of ATP outstanding and entitled to
vote thereon, voting together as a single class. The proposed Articles of
Amendment will be filed with the State Department of Assessment and Taxation of
Maryland as soon as practicable after approval by the Fund's shareholders.
The Board of Directors recommends a vote FOR the approval of the Articles of
Amendment.
OTHER MATTERS
The Directors do not intend to present any other business at the Annual
Meeting nor are they aware that any stockholder intends 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
Any proposals of stockholders that are intended to be presented at the Fund's
1998 Annual Meeting of Stockholders must be received at the Fund's principal
offices no later than December 20, 1997 and must comply with all other legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.
Boston, Massachusetts
April 18, 1997
7
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders -- May 29, 1997
Proxy Solicited on Behalf of the Board of Directors
The undersigned holder of shares of Common Stock of the New America
High Income Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints
ROBERT F. BIRCH and RICHARD E. FLOOR and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Stockholders of the Fund to be held at the Goodwin, Procter &
Hoar LLP Conference Center, Second Floor, Exchange Place, Boston, Massachusetts
02109 on Thursday, May 29, 1997 at 11:00 A.M., and at any and all adjournments
thereof, and thereat to vote all shares of the Common Stock of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
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 cooperation, this signature should be that
of an authorized officer who should state his or her title.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
(Continued on other side)
<PAGE>
(Continued from other side)
PLEASE MARK VOTES IN BOXES
1) Election as Directors of all the nominees below.
[ ]FOR [ ]WITHHOLD [ ]FOR ALL EXCEPT
Robert F. Birch, Richard E. Floor,
Franco Modigliani, and Ernest E. Monrad
(Instructions: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the nominee's name.)
2) With respect to the proposal to ratify the selection of Arthur
Andersen LLP as independent public accountants of the Fund for the
year ending December 31, 1997
[ ]FOR [ ]WITHHOLD [ ]ABSTAIN
3) With respect to the proposal to approve the Articles of Amendment
which would split each share of the Fund's outstanding Series A and
Series B Auction Term Preferred Stock into two shares of the same
series, reduce the liquidation preference of each such share from
$50,000 to $25,000 and make certain conforming technical changes.
[ ]FOR [ ]WITHHOLD [ ]ABSTAIN
4) In their discretion, on such other matters as may properly come
before the meeting and any adjournment thereof.
Please be sure to sign and date 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, FOR THE PROPOSAL SET FORTH
ON THE REVERSE, 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 UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT.
____________________________________, 1997
Date
__________________________________________
Shareholder sign here
__________________________________________
Co-owner sign here
DOCSC\502208.2
4/3/97
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders
May 29, 1997
Proxy Solicited on Behalf of Board of Directors
The undersigned holder of shares of Series A and/or Series B Auction
Term Preferred Stock (collectively, "Auction Term Preferred Stock") of The New
America High Income Fund, Inc., a Maryland corporation (the "Fund"), hereby
appoints ROBERT F. BIRCH and RICHARD E. FLOOR and each of them, with full power
of substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Stockholders of the Fund to be held at the Goodwin, Procter &
Hoar LLP Conference Center, Second Floor, Exchange Place, Boston, Massachusetts
02109 on Thursday, May 29, 1997 at 11:00 A.M., and at any and all adjournments
thereof, and thereat to vote all shares of the Auction Term Preferred Stock of
the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.
Please mark boxes in blue or black ink.
1. A. GRANTING [ ] WITHHOLDING [ ] authority to vote for the
election as Directors of all the Auction Term Preferred Stock
nominees listed below. Joseph L. Bower and Bernard J. Korman
B. GRANTING [ ] WITHHOLDING [ ] authority to vote for the
election as Directors of all the nominees listed below. Robert
F. Birch, Richard E. Floor, Franco Modigliani and Ernest E.
Monrad
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name.)
2. With respect to the proposal to ratify the selection of Arthur Andersen
LLP as independent public accountants of the Fund for the year ending
December 31, 1997.
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
3. With respect to the proposal to approve the Articles of Amendment which
would split each share of the Fund's outstanding Series A and Series B
Auction Term Preferred Stock into two shares of the same series, reduce
the liquidation preference of each such share from $50,000 to $25,000
and make certain conforming technical changes.
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
4. In their discretion, on such other matters as may properly come before
the meeting and any adjournments thereof.
(Continued and to be signed and dated on the reverse side.)
<PAGE>
____________________________________, 1997
Date
__________________________________________
Signature
__________________________________________
Signature
Please sign exactly as name or names appear
on this proxy. If stock is held jointly,
each holder should sign. If signing as
attorney, trustee, executor, administrator,
custodian, guardian or corporate officer,
please give full title.
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, FOR THE PROPOSAL SET FORTH ABOVE, 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 UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.
DOCSC\502220.1
