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)
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The New America High Income Fund, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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:
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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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
33 Broad Street
Boston, Massachusetts 02109
March 16, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of The New America High Income Fund, Inc. (the "Fund") to be held
at the offices of Goodwin, Procter & Hoar LLP, Exchange Place, Boston,
Massachusetts 02109, on Thursday, April 20, 2000 at 10:30 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 approval of proposed amendments to the Articles Supplementary for
the Fund's Auction Term Preferred Stock (collectively, the "ATP"). These
amendments modify the notice requirements that apply when the Fund intends to
have an ATP dividend period that is shorter or longer than the standard 28 day
term. This change is designed to give the Fund greater flexibility to judge
market conditions before any adjustment in the length of an ATP dividend
period.
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 or vote your shares via the Internet or by touch tone telephone.
Please act promptly 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. Certain
Common stockholders may also vote their shares via the Internet or telephone as
discussed in the proxy statement. 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, April 20, 2000
---------------------
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 & Hoar LLP, Exchange Place, Boston,
Massachusetts, on Thursday, April 20, 2000 at 10:30 a.m., 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 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, 2000.
3. To approve amendments to the Articles Supplementary of the Fund's
Charter for the Fund's Auction Term Preferred Stock (collectively, the
"ATP") to permit the Fund to give notice of an ATP dividend period of
non-standard duration up to two business days prior to the beginning of
that dividend period.
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 March 6, 2000 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. CERTAIN COMMON STOCKHOLDERS MAY ALSO SUBMIT THEIR PROXIES OVER
THE INTERNET OR BY TELEPHONE.
By Order of the Board of Directors
Richard E. Floor
Secretary
March 16, 2000
Boston, Massachusetts
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
33 Broad Street
Boston, Massachusetts 02109
(617) 263-6400
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 20, 2000
---------------------
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 offices of
Goodwin, Procter & Hoar LLP, Exchange Place, Boston, Massachusetts on Thursday,
April 20, 2000 at 10:30 a.m. and at any and all adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting dated March 16,
2000.
This Proxy Statement and the accompanying Notice of Annual Meeting and
form of proxy will be first sent to stockholders on or about March 16, 2000.
The Board of Directors has fixed the close of business on March 6, 2000 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, 66,900,549 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 1, 2000.
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 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 (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, 2000,
(3) for the proposal to approve amendments to the Articles Supplementary of the
Fund's Charter for the ATP to permit the Fund to give notice of an ATP dividend
period of non-standard duration up to two business days prior to the beginning
of the non-standard dividend period 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.
Holders of Common Stock who tender proxies by mail should sign and return
the white proxy card. Holders of ATP should sign and return the yellow proxy
card. The proxy card should be returned in the enclosed postage-paid envelope.
Certain holders of 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 Common Stock being voted, for
example, when a stockholder is acting on behalf of all registered
1
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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
EquiServe, L.P., 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 a 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.
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. In addition, holders of 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. Common stockholders who rate 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.
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, 1999, 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 five
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 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 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 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 February 14,
Name with the Fund Age Since 2000(1)(2)
---- ------------- --- ----- ----------
<S> <C> <C> <C> <C>
Preferred Stock Nominees
- -------------------------
Joseph L. Bower Director 61 1988 20,000
Bernard J. Korman Director 68 1987 342,952
Common Stock Nominees
- -------------------------
Robert F. Birch* Director and President 64 1992 70,080
Richard E. Floor* Director and Secretary 59 1987 98,359(3)
Ernest E. Monrad Director 69 1988 149,811(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) Of the total shares indicated, 8,731 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 83,054 shares owned by Mr. Monrad's spouse and 7,037 shares held
by Mr. Monrad as a fiduciary for unrelated persons. In both cases, Mr.
Monrad disclaims beneficial ownership of such shares.
3
<PAGE>
As of February 14, 2000, Professor Franco Modigliani, who is not standing
for re-election as Director and will assume emeritus status upon the election
of Directors at the Annual Meeting, did not own shares of the Fund. As of
February 14, 2000, all of the executive officers and Directors of the Fund as a
group (seven persons) beneficially owned 681,849 shares of Common Stock
representing 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 Institute 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 Kranzco
Realty Trust, Omega Healthcare Investors, Inc. (real estate investment trust),
Omega Worldwide, Inc. (real estate company) and The Pep Boys, Inc. (automotive
supplies). 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 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.
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. In
addition, Mr. Monrad is a Director of Northeast Investment Management, Inc.,
Northeast Management & Research Co., Inc., Century Capital Management Trust and
Century Shares Trust. Mr. Monrad is also a member of the Massachusetts bar.
During the year ended December 31, 1999, the Directors of the Fund met six
times. During such year each Director was present at least 75% of the meetings
held by the Board. The Board of Directors has an Audit and Nominating Committee
which it created in February 2000 to succeed the Fund's Audit Committee. The
Audit and Nominating Committee is responsible for overseeing the audit process
for the Fund and considering any questions raised by the Fund's independent
public accountants concerning the Fund's financial reporting process, internal
controls and compliance procedures, supervising the nomination and election of
Directors who are not "interested persons" of the Fund and reviewing on a
periodic basis the Fund's governance structures and procedures. The Audit
Committee, which was in existence for the entirety of fiscal 1999, was
responsible for recommending the selection of the Fund's independent public
accountants, reviewing the scope and procedures of the year-end audit, reviewing
annual financial statements and conferring with the Fund's independent public
accountants. The Audit and Nomi-
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nating Committee is presently comprised of the former members of the Audit
Committee--Messrs. Korman and Monrad and Professors Bower and Modigliani.
Although Professor Franco Modigliani is currently a Director of the Fund, his
term as a Director and member of the Audit and Nominating Committee will end
with the election of Directors at the Annual Meeting when he will assume
emeritus status. The Audit Committee met one time in 1999, with each member
attending such meeting. The Audit and Nominating Committee will consider
nominees for Director recommended by stockholders when submitted in writing to
the Fund's Secretary at the Fund's address.
At its January 1999 meeting, the Directors established a Compensation
Committee. The Compensation Committee is responsible for (a) monitoring and
revising as appropriate the compensation of Fund employees other than Mr.
Birch, subject to review by the Board as a whole and (b) monitoring Mr. Birch's
compensation as President of the Fund and making recommendations to the Board
regarding that compensation. Messrs. Monrad and Floor currently comprise the
Compensation Committee. As described on page 4, Mr. Floor is an "interested
person" of the Fund. The Compensation Committee met three times during 1999.
Executive Officer
Ellen E. Terry, Vice President and Treasurer of the Fund since February
18, 1992, is the only executive officer of the Fund not named in the table
above. As of February 1, 2000, Ms. Terry was the beneficial owner of 10,647
shares of the Fund's Common Stock. Ms. Terry, age 40, 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.
Remuneration of Directors and Officers
During the fiscal year ended December 31, 1999, the Fund paid each
Director a fee of $24,000 per year plus $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. In addition, Mr. Birch's compensation
for services rendered to the Fund in his capacity as President for the calendar
year ended December 31, 1999 was $91,250, 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, 1999 aggregate
remuneration of $209,000 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 1999. 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 $126,250 none none $ 126,250*
Joseph L. Bower $ 35,000 none none $ 35,000
Richard E. Floor $ 35,000 none none $ 35,000
Bernard J. Korman $ 34,000 none none $ 34,000
Franco Modigliani** $ 35,000 none none $ 35,000
Ernest E. Monrad $ 35,000 none none $ 35,000
Ellen E. Terry $121,250 none none $ 121,250
</TABLE>
* Of this amount, $91,250 was compensation for service as President and
$35,000 was compensation for service as a Director.
** Professor Modigliani is not standing for reelection to the Fund's Board of
Directors and will have emeritus status following the Annual Meeting.
5
<PAGE>
The Board of Directors recommends that stockholders vote FOR the election of
the five 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,
2000. 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, 2000.
PROPOSAL THREE
APPROVAL OF AN AMENDMENT TO THE ARTICLES SUPPLEMENTARY OF THE FUND'S CHARTER TO
PERMIT NOTICE OF AN ATP DIVIDEND PERIOD OF NON-STANDARD DURATION UP TO TWO
BUSINESS DAYS PRIOR TO THE BEGINNING OF THAT DIVIDEND PERIOD
The Fund is asking stockholders to approve amendments (the "Amendments")
to the Fund's charter (the "Charter"). The Amendments would give the Fund great
flexibility to modify the dividend period for the Fund's Auction Term Preferred
Stock (the "ATP").
In order to explain the proposed Amendments, this proposal briefly
describes the ATP and the manner in which the Fund determines and pays
dividends on the ATP. This description is only a summary and is qualified in
its entirety by reference to the Charter. A copy of the Charter, including a
copy of the portion relating to the ATP, may be obtained by calling the Fund at
(617) 263-6400.
The ATP. The Fund has issued and outstanding 8,400 shares of ATP divided
into four series with each share having a liquidation preference of $25,000.
Investors buy and sell shares of the ATP through auctions that are ordinarily
held once each month. The bidding in these auctions sets the dividend rate
payable to holders of the ATP for the period until the next auction. This
period is referred to as a "dividend period." Each series of ATP has its own
auction at a different time of the month from the other series. Unlike the
Fund's Common Stock, the ATP has no established secondary market for its
shares. If an existing holder wishes to sell shares of the ATP before the next
auction, the broker-dealer responsible for facilitating the auction for that
series of ATP may choose, but is not obligated, to make a market in those
shares.
Dividends and Dividend Periods for the ATP. A dividend period for the ATP
is either a Standard Term Period or an Alternate Term Period. A Standard Term
Period is 28 days, subject to adjustment if the 28th day does not
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<PAGE>
fall on a business day. Under the terms of the Charter, dividend periods for a
series of ATP will ordinarily be Standard Term Periods. An Alternate Term
Period is a dividend period that the Fund has designated as either longer or
shorter than a Standard Term Period. A series of ATP may not have an Alternate
Term Period unless (a) the Fund gives prior notice of its intention to
designate the dividend period as an Alternate Term Period and (b) certain other
conditions are met. One condition to the designation of an Alternate Term
Period is that sufficient clearing orders exist (that is, in general, the
number of shares subject to buy orders is at least equal to the number of
shares subject to sell orders by existing holders) at the auction for the
Alternate Term Period. If sufficient clearing orders do not exist at an auction
for a dividend period the Fund has proposed as an Alternate Term Period, that
dividend period will be a Standard Term Period. In addition, because there were
not sufficient clearing orders in the auction, holders of that series of ATP
will be required to continue to hold their shares for the next dividend period.
Alternate Term Periods. Currently under the Charter, if the Fund proposes
to designate an Alternate Term Period, it must give notice to the auction agent
and issue a press release at least 15 but not more than 30 days before the
first day of the proposed Alternate Term Period. If the dividend period prior
to the Alternate Term Period is one of fewer than 15 days, the notice period is
two business days. The notice must include the first and last days of the
proposed Alternate Term Period. Subsequently, on the second business day
preceding the first day of the proposed Alternate Term Period, the Fund must
notify the auction agent that either (a) the next dividend period will be an
Alternate Term Period as proposed or (b) the Fund has decided not to designate
the next dividend period as an Alternate Term Period. The auction agent then
provides this information to the ATP's broker-dealers and existing
stockholders. If the Fund fails to deliver either of these notices or certain
other conditions are not met, such as sufficient clearing orders in the auction
for the Alternate Term Period, the succeeding dividend period is a Standard
Term Period.
Auctions for the ATP. A variety of factors influence auctions for the ATP
with one of the most important being the demand for short-term investments with
characteristics similar to those of the ATP. As a general rule, if demand for
the ATP is high, an auction will tend to result in sufficient clearing orders
and a lower dividend rate than would result under conditions when demand is
lower. On the other hand, low demand for the ATP tends to produce a high
dividend rate and increase the likelihood that an auction will not have
sufficient clearing orders.
The Fund does not believe that the length of its dividend period is a
significant factor in determining market demand under normal conditions. Under
other circumstances, however, the Fund believes that having an Alternate Term
Period of a certain length may be an important factor influencing market demand
in a particular auction. In order to give the Fund greater flexibility to
assess market conditions before designating an Alternate Term Period, Fund
management has proposed the Amendments.
The Amendments. The Amendments would permit the Fund to give notice of an
Alternate Term Period up to three business days before the commencement of that
Alternate Term Period, as compared to 15 days under the current Charter. Notice
during this period would be subject to the current procedures regarding
confirmation or abandonment of the proposed Alternate Term Period. In addition,
the Amendments would permit the Fund to designate an Alternate Term Period by
giving notice on the second business day prior to commencement without further
confirmation. The Charter's other conditions governing the designation of
Alternate Term Periods would remain unchanged. Please see to this
proxy statement which shows revisions to the Charter the Amendments would make.
Fund management believes that the Fund could benefit from the opportunity
to gauge market conditions closer to the beginning of a succeeding dividend
period before choosing to designate that dividend period as an Alternate Term
Period, particularly when market conditions are uncertain. Under certain
circumstances, designation of an Alternate Term Period may increase market
demand for the ATP, resulting in a lower dividend rate than would have been
achieved with
7
<PAGE>
a Standard Term Period. Common stockholders generally benefit from a lower
dividend rate on the ATP because a greater portion of the Fund's income may be
distributed as dividends to the Common Stock than would have otherwise been the
case. The designation of an Alternate Term Period may result in a lower
dividend rate payable to existing holders of ATP who intend to retain their
shares for the succeeding Alternate Term Period than would have been the case
with a Standard Term Period. On the other hand, the market demand that produces
a lower dividend rate may also ensure that the auction for the Alternate Term
Period has sufficient clearing orders so that existing ATP stockholders who
wish to sell their shares of ATP in the auction have the opportunity to do so.
There is no guarantee that the Fund will be able to accurately forecast market
demand for the ATP or choose the best dividend period length.
Even if stockholders approve the Amendments, the Fund currently expects
that dividend periods will ordinarily be Standard Term Periods. If stockholders
do not approve the Amendments, the Charter will remain unchanged and the Board
of Directors will consider what action, if any, should be taken. The Fund's
Board of Directors has considered Fund management's recommendations and the
Amendments and declared the Amendments advisable and in the best interests of
the Fund and its stockholders.
Vote Required for Stockholder Approval. Under the Charter, approval of the
Amendments requires the approval of a majority of the shares of Common Stock
and of the ATP outstanding and entitled to vote thereon, voting as a single
class. The Charter also requires that the Amendments be approved by the
affirmative vote of holders of shares of the ATP outstanding and entitled to
vote thereon, voting as a separate class, equal to the lesser of: (a) 67% of
the shares present at the meeting if 50% or more of the outstanding shares of
the ATP are present or represented by proxy, or (b) more than 50% of the
outstanding shares of the ATP. If stockholders approve this proposal, a
document reflecting the Amendments will be filed with the State Department of
Assessment and Taxation of Maryland as soon as practicable after approval.
The Board of Directors recommends a vote FOR the approval of the Amendments.
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
Stockholder proposals intended to be presented at the Fund's 2001 Annual
Meeting of Stockholders must be received at the Fund's principal offices, 33
Broad Street, Boston, MA 02109, no later than November 17, 2000 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 2001 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 January 30, 2001. 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 January 30, 2001, subject to SEC rules governing the exercise of this
authority.
Boston, Massachusetts
March 16, 2000
8
<PAGE>
Exhibit A
Proposed Amendments to Part I, Section 4(b) of the Articles Supplementary to the
Fund's Charter
Language to be deleted is bracketed; additional language is all caps.
(b) [If] (i) EXCEPT AS PROVIDED IN SECTION 4(b)(ii) BELOW, IF the Corporation
proposes to designate any Alternate Term Period, not fewer than [15 (or two
Business Days in the event the duration of the Dividend Period prior to such
Alternate Term Period is fewer than 15 days)] THREE BUSINESS DAYS nor more
than 30 days prior to the first day of such Alternate Term Period, notice
shall be [(i)] (A) made by press release and [(ii)] (B) communicated by the
Corporation by telephonic or other means to the Auction Agent and confirmed
in writing promptly thereafter. Each such notice shall state [(A)] (x) that
the Corporation proposes to exercise its option to designate a succeeding
Alternate Term Period, specifying the first and last days thereof and [(B)]
(y) that the Corporation will by 3:00 p.m., New York City time, on the
second Business Day next preceding the first day of such Alternate Term
Period, notify the Auction Agent, who will promptly notify the
Broker-Dealers, of either [(x)] (X) its determination, subject to certain
conditions, to proceed with such Alternate Term Period, subject to the terms
of any Specific Redemption Provisions, or [(y)] (Y) its determination not to
proceed with such Alternate Term Period, in which latter event the
succeeding Dividend Period shall be a Standard Term Period.
No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Alternate Term Period, the
Corporation shall deliver to the Auction Agent, who will promptly deliver to
the Broker-Dealers and Existing Holders, either:
(i) a notice stating (A) that the Corporation has determined to designate
the next succeeding Dividend Period as an Alternate Term Period,
specifying the first and last days thereof and (B) the terms of any
Specific Redemption Provisions; or
(ii) a notice stating that the Corporation has determined not to exercise its
option to designate an Alternate Term Period.
If the Corporation fails to deliver either such notice with respect to any
designation of any proposed Alternate Term Period to the Auction Agent or is
unable to make the confirmation provided in clause (v) of Paragraph (a) of this
Section 4 by 3:00 p.m., New York City time, on the second Business Day next
preceding the first day of such proposed Alternate Term Period, the Corporation
shall be deemed to have delivered a notice to the Auction Agent with respect to
such Dividend Period to the effect set forth in clause (ii) above, thereby
resulting in a Standard Term Period.
(ii) NOTWITHSTANDING THE FOREGOING IN SECTION 4(b)(i), THE CORPORATION MAY
DESIGNATE THE SUCCEEDING DIVIDEND PERIOD AS AN ALTERNATE TERM PERIOD ON THE
SECOND BUSINESS DAY NEXT PRECEDING THE FIRST DAY OF SUCH SUCCEEDING
DIVIDEND PERIOD BY GIVING NOTICE AS CONTEMPLATED BY CLAUSE (I) OF THE
SECOND PARAGRAPH OF SECTION 4(b)(i) ABOVE AND BY ISSUING A PRESS RELEASE
CONTAINING THE INFORMATION IN SUCH NOTICE.
IF THE CORPORATION IS UNABLE TO MAKE THE CONFIRMATION PROVIDED IN CLAUSE
(v) OF PARAGRAPH (a) OF THIS SECTION 4 BY 3:00 P.M., NEW YORK CITY TIME, ON THE
SECOND BUSINESS DAY NEXT PRECEDING THE FIRST DAY OF SUCH ALTERNATE TERM PERIOD,
THE CORPORATION SHALL DELIVER A NOTICE TO THE AUCTION AGENT THAT THE CORPORATION
HAS BEEN UNABLE TO MAKE SUCH CONFIRMATION AND THAT SUCH DIVIDEND PERIOD WILL BE
A STANDARD TERM PERIOD.
<PAGE>
NEHCM-PS-00
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders
April 20, 2000
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
offices of Goodwin, Procter & Hoar LLP, Exchange Place, Boston, Massachusetts
02109 on Thursday, April 20, 2000 at 10:30 A.M., Boston time, 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 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, 2000.
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
3. With respect to the proposal to approve amendments to the Articles
Supplementary of the Fund's Charter for the Fund's Auction Term Preferred
Stock (collectively, the "ATP") to permit the Fund to give notice of an ATP
dividend period of non-standard duration up to two business days prior to
the beginning of that dividend period.
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
(Continued and to be signed and dated on the reverse side.)
<PAGE>
4. In their discretion, on such other matters as may properly come before the
meeting and any adjournments thereof.
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 PROPOSALS 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.
----------------------- , 2000
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.
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders--April 20, 2000
Policy 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 offices of Goodwin, Proctor & Hoar
LLP, Exchange Place, Boston, Massachusetts 02109 on Thursday, April 20, 2000 at
10:30 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 PROPOSALS 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 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. 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>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
THE NEW AMERICA HIGH INCOME FUND, INC.
- --------------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted [ ]
on the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
-----------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- -----------Stockholder sign here--------------------Co-owner sign here----------
DETACH CARD
- ---------------------
Vote by Telephone
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
- --------------------------------------------------------------------------------
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).
There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorded instructions.
- --------------------------------------------------------------------------------
Your vote is important!
Call 1-877-PRX-VOTE anytime!
<TABLE>
<CAPTION>
1. Election as directors of all the nominees below. For All With- For All
Nominees hold Except
<S> <C> <C> <C>
(01) Robert F. Birch [ ] [ ] [ ]
(02) Richard E. Floor
(03) Ernest E. Manred
</TABLE>
NOTE: If you do not wish your 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).
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
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, 2000.
</TABLE>
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
3. With respect to the proposal to approve [ ] [ ] [ ]
amendments to the Articles Supplementary of the
Fund's Charter for the Fund's Aution Term
Preferred Stock (collectively, the "ATP") to permit
the Fund to give notice of an ATP dividend period
of non-standard duration up to two business days
prior to the beginning of that dividend period.
</TABLE>
4. In their discretion, on such other matters as may properly come before the
meeting and any adjournment thereof.
DETACH CARD
- --------------------
Vote by Internet
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
- --------------------------------------------------------------------------------
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website
http//www.eproxyvote.com/hyb
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorded instructions.
- --------------------------------------------------------------------------------
Your vote is important!
Go to http://www.eproxyvote.com/hyb anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
<PAGE>
[INTERNET VOTING SCREENS]
The New America High Income Fund, Inc.
[VOTE
BY NET LOGO]
Welcome!
Name Line
Address Line
City, State Zip Line
[Proceed logo]
<PAGE>
[VOTE
BY NET LOGO]
If you have more than one proxy card, please vote only one card at a time.
[1] Enter the Voter Control Number that appears in the box on your
proxy card.
----------------
----------------
[2] Enter that last 4 digits of your U.S. Taxpayer Identification (Social
Security) Number for this account
----------------
----------------
If you do not have a U.S. Taxpayer Identification Number for this
account, please leave this box blank.
Important: For your vote to be cast, the Voter Control Number and the last
four digits of the U.S. Taxpayer Identification (Social Security) Number
for this account must match the numbers on our records.
---------------------------------------------------------------------------
[3] Enter your e-mail address to receive an e-mail confirmation of your vote.
----------------
----------------
Enter your e-mail address again for validation.
----------------
----------------
[Proceed logo]
<PAGE>
The New America High Income Fund, Inc.
Annual Meeting of Stockholders--April 20, 2000
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 offices of Goodwin, Proctor & Hoar
LLP, Exchange Place, Boston, Massachusetts 02109 on Thursday, April 20, 2000 at
10:30 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 AND IN THE DISCRETION OF THE PROXIES, WITH RESPECT TO ALL
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF ALL NOMINEES AS DIRECTORS, FOR THE PROPOSALS SET FORTH BELOW, 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.
The Board of Directors Recommends a Vote
"FOR" all Nominees for Director.
"FOR" Proposals 2 and 3.
Check this box to cast your vote in accordance with the recommendations [ ]
of the Board of Directors
The Board of Directors Recommends a Vote "FOR" all Nominees for Director.
<TABLE>
<CAPTION>
For All Nominees Withhold
Except as Noted As To All
Below Nominees
<S> <C> <C>
1. Election of Directors [ ] [ ]
</TABLE>
Or, check the box for the Director(s) from whom you wish to withhold your vote:
[ ] Robert F. Birch [ ] Richard E. Floor [ ] Ernest E. Monrad
The Board of Directors Recommends a Vote "FOR" Proposals 2 and 3.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
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, 2000.
</TABLE>
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
3. With respect to the proposal to approve [ ] [ ] [ ]
amendments to the Articles Supplementary of the
Fund's Charter for the Fund's Auction Term
Preferred Stock (collectively, the "ATP") to
permit the Fund to give notice of an ATP dividend
period of non-standard duration up to two business
days prior to the beginning of that dividend
period.
</TABLE>
================================================================================
To submit your vote please click the buttom below.
(Your vote will not be counted until the Submit Your Vote button is clicked.)
[Submit Your Vote logo}
<PAGE>
The New America High Income Fund, Inc.
[VOTE
BY NET LOGO]
Your proxy vote has been recorded as follows:
================================================================================
1. Election of Directors
================================================================================
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, 2000.
================================================================================
3. With respect to the proposal to approve amendements to the Articles
Supplementary of the Fund's Charter for the Fund's Auction Term Preferred
Stock (collectively, the "ATP") to permit the Fund to give notice of an ATP
dividend period of non-standard duration up to two business days prior to the
beginning of that dividend period.
================================================================================
Please review your vote. If this is incorrect, please use the Back button on
your browser, change your vote, and resubmit. If this is correct, please click
the button below.
[Proceed logo]
<PAGE>
The New America High Income Fund, Inc.
[VOTE
BY NET LOGO]
Success! Your vote has been cast and will be tabulated by Equiserve within
24 hours. Please take a moment to review the options below.
================================================================================
If you wish to submit comments to New America High Income, clock the button
below.
[Submit Comments logo]
If you wish to submit an address change request for this account, click the
buttom below.
[Proceed logo]
You can now vote another proxy card or exit to the EquiServe's homepage.
[Vote Another Proxy logo]
<PAGE>
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 voter control
number as it appears on the card followed by the pound sign. [If 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 stockholder enters necessary information, script
continues as follows.] The company that you are voting, is New America High
Income. 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. To
confirm your vote, press one.
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.
Item 2. To vote for, press one, against, press two, to abstain, press three.
Item 3. To vote for, press, one, against, press two, to abstain, press three.
You have cast your vote as follows: [Script reviews stockholder votes.] To
confirm your vote, press one. To cancel your vote press two. [If stockholder
presses one, script continues as follows.] 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. [If
stockholder presses two, script continues as follows.] Your vote has been
canceled. If you wish to vote this card, or another card, press one. Otherwise,
please hang up and mark, sign and return your card in the envelope provided.
Thank you for calling.
