SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
The New America High Income Fund, Inc.
________________________________________________________________________________
(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:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(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):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
DOCSC\731243.1
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
33 Broad Street
Boston, Massachusetts 02109
March 23, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 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 Monday, April 26, 1999 at 9:00 a.m.
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>
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
--------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Monday, April 26, 1999
---------------------
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 Monday, April 26, 1999 at 9:00 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, 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 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, 1999.
3. 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 March 15, 1999 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
March 23, 1999
Boston, Massachusetts
<PAGE>
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
33 Broad Street
Boston, Massachusetts 02109
(617) 263-6400
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 26, 1999
---------------------
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 Monday, April 26, 1999 at 9:00 a.m. and at any and all
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting dated March 23, 1999.
This Proxy Statement and the accompanying Notice of Annual Meeting and
form of proxy will be first sent to stockholders on or about March 23, 1999.
The Board of Directors has fixed the close of business on March 15, 1999 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, 66,119,687 shares of the
Fund's Common Stock, $.01 par value per share (the "Common Stock"), were issued
and outstanding and 8,400 shares of the Fund's Auction Term Preferred Stock
(the "ATP"), $1.00 par value per share, liquidation preference $25,000 per
share, were issued and outstanding, consisting of 2,400 shares of ATP Series A,
1,600 shares of ATP Series B, 2,000 shares of ATP Series C and 2,400 shares of
ATP Series D. 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 March 15, 1999. The Fund may
purchase shares of its Common Stock in the open market when the Common Stock
trades at a discount to net asset value if the Fund determines such purchases
are in the best interest of its stockholders. There can be no assurance that
the Fund will take such action in the event of a market discount to net asset
value or that Fund purchases will reduce a discount.
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, 1999, and (3) 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 and Two. 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. The proxy should be returned in the enclosed postage-paid
envelope.
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.
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, 1998, 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.
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.
2
<PAGE>
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 all 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 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 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 15,
Name with the Fund Age Since 1999(1)(2)
- ------------------------- ------------------------ ----- ---------- ---------------
<S> <C> <C> <C> <C>
Preferred Stock Nominees
Joseph L. Bower Director 60 1988 0
Bernard J. Korman Director 67 1987 331,683
Common Stock Nominees
Robert F. Birch* Director and President 63 1992 68,581
Richard E. Floor* Director and Secretary 58 1987 88,499(3)
Franco Modigliani Director 80 1988 0
Ernest E. Monrad Director 68 1988 130,208(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 and the
Fund. 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.
3
<PAGE>
(2) No Director is the beneficial owner of more than 1% of the Common Stock
outstanding.
(3) Of the total shares indicated, 7,844 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 73,825 shares owned by Mr. Monrad's spouse and 7,037 shares held
by Mr. Monrad as a fiduciary for unrelated persons.
As of March 15, 1999, all of the executive officers and Directors of the
Fund as a group (seven persons) beneficially owned 628,435 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.
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, Senior Associate Dean, Chair of the Doctoral Programs, Chair of the
general management area, and currently, Chair of The General Manager program.
Professor Bower has also been a member and research fellow at the Institution
of Politics since 1966 and a faculty member of the John F. Kennedy School of
Government since 1969. He is a Director of Anika Therapeutics, Inc., Sonesta
International Hotels Corporation, Brown Group, Inc., and is a General Partner
of ML-Lee Acquisition Funds, L.P.
Bernard J. Korman is Chairman of the Board of Directors of Philadelphia
Health Care Trust and Nutramax Products, Inc., and is a Director of InnoServ
Technologies, Inc. (medical equipment support services), Kapson Senior Quarters
Corp. (assisted living services), Kranzco Realty Trust, Omega Healthcare
Investors, Inc. (real estate investment trust), The Pep Boys, Inc. (automotive
supplies), and Today's Man, Inc. (retail men's clothing sales). Mr. Korman
served as President, Chief Executive Officer and a director from 1977 to 1995
of MEDIQ Incorporated (healthcare services) and served as Chairman of the Board
of Directors of PCI Services, Inc. (pharmaceutical packaging) from 1995 to
1996.
Common Stock Nominees
Robert F. Birch is a private investor and consultant. Mr. Birch currently
serves as a Director of Hyperion Total Return Fund, Inc., Hyperion 1999 Term
Trust, Inc., Hyperion 2002 Term Trust, Inc., and Hyperion 2005 Investment Grade
Opportunity Term Trust, Inc. 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
work-outs 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 Affiliated
Managers Group, Inc.
Franco Modigliani is an economics consultant, lecturer and writer. Mr.
Modigliani was Professor of Finance and Economics from 1962 to 1970, Institute
Professor from 1970 to 1988, and has been 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
4
<PAGE>
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 has also served as a consultant to the Federal Reserve
System, the U.S. Treasury Department and a number of European banks and is
currently serving on the Board of Directors of Banca Intesa, a commercial bank
in Milano, Italy.
Ernest E. Monrad has been a Trustee since 1960 and Chairman of the
Trustees since 1969 of Northeast Investors Trust, and the Chairman, Assistant
Treasurer and a director since 1981 of Northeast Investors Growth Fund. Mr.
Monrad serves as a Vice President and Director of Northeast Investment
Management, Inc., a registered investment adviser, and is a Director of
Northeast Management & Research Co., Inc., Century Shares Trust and Furman
Lumber, Inc. Mr. Monrad is also a member of the Massachusetts bar.
During the year ended December 31, 1998, the Directors of the Fund met
seven times. During such year each Director except for Mr. Korman was present
at least 75% of the meetings held by the Board. The Board of Directors has two
committees, an Audit Committee and a Compensation 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, Modigliani and Monrad. The Audit Committee met one time
in 1998, with each member attending such meeting. At its January 1999 meeting,
the Directors established a Compensation Committee. The Compensation Committee
is responsible for (a) setting the level of compensation paid Fund employees
other than Mr. Birch, subject to the Board's review, and (b) reporting to the
Board annually with recommendations regarding Mr. Birch's compensation for his
services as President of the Fund. Messrs. Monrad and Floor currently comprise
the Compensation Committee. As discussed on page 3, Mr. Floor is an "interested
person" of the Fund. The Board of Directors does not have a standing nominating
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 39,
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
During the fiscal year ended December 31, 1998, the Fund paid each
Director a fee of $20,000 per year plus $2,000 per Directors' meeting attended
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's compensation for services
rendered to the Fund in his capacity as President for the calendar year ended
December 31, 1998 was $90,000, and he currently receives an annual retainer of
$50,000 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, 1998 aggregate remuneration of
$186,000 exclusive of compensation paid to Mr. Birch for his services rendered
to the Fund in his capacity as President.
5
<PAGE>
The following table summarizes the compensation paid to the Directors and
officers of the Fund for the fiscal year ended December 31, 1998. 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 $122,000 none none $122,000*
Joseph L. Bower $ 32,000 none none $ 32,000
Richard E. Floor $ 32,000 none none $ 32,000
Bernard J. Korman $ 28,000 none none $ 28,000
Franco Modigliani $ 30,000 none none $ 30,000
Ernest E. Monrad $ 32,000 none none $ 32,000
Ellen E. Terry $113,750 none none $113,750
</TABLE>
* Of this amount, $90,000 was compensation for service as President and $32,000
was compensation for service as a Director.
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,
1999. 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 the 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, 1999.
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.
6
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's 2000 Annual
Meeting of Stockholders must be received at the Fund's principal offices, 33
Broad Street, Boston, MA 02109, no later than November 24, 1999 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. Proxies solicited by the Board of
Directors for the Fund's 2000 Annual Meeting will confer discretionary voting
authority with respect to stockholder proposals, other than proposals to be
considered for inclusion in the Fund's proxy statement as described above, that
the Fund receives at its principal offices after February 7, 2000. These
proxies will also confer discretionary voting authority with respect to
stockholder proposals, other than proposals to be considered for inclusion in
the Company's proxy statement as described above, that the Company receives on
or before February 7, 2000, subject to SEC rules governing the exercise of this
authority.
Boston, Massachusetts
March 23, 1999
7
<PAGE>
NEHCM-PS-99
<PAGE>
APPENDIX A
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders -- April 26, 1999
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 Monday, April 26, 1999 at 9:00 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.
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.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD 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 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?
- ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------
<PAGE>
-------------------------------------------------
THE NEW AMERICA HIGH INCOME FUND, INC.
-------------------------------------------------
PLEASE MARK VOTES AS IN THIS EXAMPLE |X|
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
NOTE: If you do not wish shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the name(s) of the nominee(s). Your
shares will be voted for the remaining nominee(s).
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, 1999.
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
3) 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.
-----------------------------
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.
RECORD DATE SHARES:
<PAGE>
APPENDIX B
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders
April 26, 1999
Proxy Solicited on Behalf of Board of Directors
The undersigned holder 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 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 Monday, April 26, 1999 at 9:00 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, 1999.
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
3. 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>
__________________________, 1999
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.
