Exhibit G
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 19th day of February, 1992, by and between The New
America High Income Fund, Inc., a Maryland corporation (the "Fund"), and
Wellington Management Company, a Massachusetts partnership (the "Investment
Adviser").
WHEREAS, the Fund is a closed-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund desires to retain the Investment Adviser to render
investment management services to the Fund and the Investment Adviser is
willing to render such services;
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. Duties of the Investment Adviser.
The Investment Adviser shall manage the investment and reinvestment of the
Fund's assets; continuously review, supervise, and administer the investment
program of the Fund; determine in its discretion the securities to be
purchased, retained, sold, pledged or loaned (and implement those
decisions); determine in its discretion when, to what extent and under what
terms the Fund shall engage in bank or other borrowings, to the extent
permitted by law and authorized by the Fund's Board of Directors (and,
together with the Fund's Administrator, if and to the extent one shall be
appointed by the Fund, or such other parties as the Investment Adviser may
select with the approval of the Fund, implement those determinations);
provide the Fund with records concerning the Investment Adviser and its
activities that the Fund is required to maintain; render regular reports to
the Fund's officers and Directors concerning the Investment Adviser's
discharge of the foregoing responsibilities; and supply the Fund's officers
and Directors with all statistical information and reports reasonably
required by them and reasonably available to the Investment Adviser,
including, without limitation, all information required under Section 15(c)
of the 1940 Act).
The Investment Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and Directors of the Fund and in
compliance with such policies as the Directors may from time to time
establish, and in compliance with the objectives, policies, and limitations
of the Fund set forth in the Fund's prospectus, Registration Statement on
Form N-2, charter and relevant arrangements and agreements with respect to
the Fund's senior securities, if any, in each case as amended from time to
time, and with all applicable laws and regulations. The Investment Adviser
agrees, at its own expense, to render the services described herein and to
provide the office space, furnishings and equipment, and personnel required
by it to perform those services on the terms and for the compensation
provided herein; provided, however, that expenses for necessary services of
parties other than the Investment Adviser rendered in connection with the
activities described above shall be borne by those parties, or by the Fund,
as appropriate. The Investment Adviser shall authorize and permit any of its
officers, partners and employees, who may be elected as officers or
Directors of the Fund, to serve in the capacities in which they are elected.
2. Portfolio Transactions.
The Investment Adviser is authorized to arrange for the execution of the
Fund's portfolio transactions by selecting the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Fund and is
directed to use its best efforts to obtain the best net results, taking into
account such factors as price (including the applicable brokerage commission
or dealer spread), size of order, difficulty of execution and operational
facilities of the firm involved. The Investment Adviser may, in its
discretion, purchase and sell portfolio securities through brokers who
provide the Investment Adviser or the Fund with research, analysis, advice
and similar services, and the Investment Adviser may pay to these brokers,
in return for research and analysis, a higher commission than may be charged
by other brokers, provided that the Investment Adviser determines in good
faith that such commission is reasonable in terms either of that particular
transaction or of the overall responsibility of the Investment Adviser and
the Investment Adviser's other clients and that the total commission paid by
the Fund will be reasonable in relation to the benefits to the Fund over the
long term.
On occasions when the Investment Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients,
the Investment Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction will be made by the Investment Adviser in the
manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients.
3. Compensation of the Investment Adviser.
For the services to be rendered by the Investment Adviser as provided in
Sections 1 and 2 of this Agreement, the Fund shall pay to the Investment
Adviser, as promptly as possible after the last day of each month, an
investment advisory fee at the annual rate of .50% of the Fund's "Average
Net Assets," based on the average weekly net asset value; provided, however,
that during the period beginning on the effective date of this Agreement and
ending on the date on which this Agreement is approved by the vote of a
majority of the outstanding voting securities of the Fund, but not later
than 120 days after such effective date (except as the Securities and
Exchange Commission may otherwise permit, and subject to the provisions of
Section 11 hereof), the investment advisory fee payable to the Investment
Adviser shall not exceed the annual rate of .25% of the average weekly value
of the total assets of the Fund minus (a) accrued liabilities of the Fund
(other than the principal amount of the Fund's Senior
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Extendible Notes) and (b) accumulated dividends on the Fund's Taxable
Auction Rate Preferred Stock. For purposes of this Agreement, the Fund's
"Average Net Assets" shall mean the Fund's total assets minus (a) the Fund's
accrued liabilities (including the aggregate principal amount of and the
amount of the accrued interest on any senior securities of the Fund
constituting debt within the meaning of Section 18 of the 1940 Act or under
any credit facility with any bank or other lender) and, without duplication
of (a), (b) the aggregate liquidation preference of and the amount of
accumulated dividends on any senior securities of the Fund constituting
stock within the meaning of Section 18 of the 1940 Act. Notwithstanding
anything herein to the contrary, the Investment Adviser agrees to waive the
first $300,000 of investment advisory fee that would otherwise be payable
under the terms of this Section 3.
The first payment of the investment advisory fee shall be made as promptly
as possible at the end of the month next succeeding the effective date of
this Agreement, and shall constitute a full payment of the fee due the
Investment Adviser for all services rendered pursuant to this Agreement
prior to that date. In the event that the Investment Adviser's right to such
fee commences to accrue on a date other than the first day of the month, the
fee provided in this Section 3 shall be computed on the basis of the period
beginning on the first business day on which this Agreement is in effect,
subject to a pro rata adjustment based on the number of days in that period
as a percentage of the total number of days in such month. In the event of
termination of this Agreement, the fee provided in this Section 3 shall be
computed on the basis of the period ending on the last business day on which
this Agreement is in effect, subject to a pro rata adjustment based on the
number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month. The average weekly net asset value of
the Fund shall in all cases be based only on those days when the New York
Stock Exchange is open for business, and shall be computed as of the time of
the regular close of business of the New York Stock Exchange, or such other
time as may be determined by the Fund's Board of Directors. Each fee payment
to the Investment Adviser shall be accompanied by a report of the Fund which
shall show the amount properly payable to the Investment Adviser under this
Agreement and the detailed computation thereof.
4. Other Services.
At the request of the Fund, the Investment Adviser shall, subject to
availability, make available to the Fund office facilities, equipment,
personnel and services other than as set forth in Sections 1 and 2 of this
Agreement. Such office facilities, equipment, personnel and services shall
be provided for or rendered by the Investment Adviser and billed to the Fund
at the Investment Adviser's cost.
5. Reports.
The Fund and the Investment Adviser agree to furnish to each other, if
applicable, current prospectuses, registration statements, proxy statements,
reports to shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may reasonably
request.
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6. Status of the Investment Adviser.
The services of the Investment Adviser to the Fund are not to be deemed
exclusive, and the Investment Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired
thereby. The Investment Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized,
have no authority to act for or represent the Fund in any way or otherwise
be deemed an agent of the Fund. Nothing in this Agreement shall limit or
restrict the right of any partner, officer or employee of the Fund, to
engage in any other business or to devote his or her time and attention in
part to the management or other aspects of any other business, whether of a
similar nature or a dissimilar nature.
7. Certain Records.
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which
are prepared or maintained by the Investment Adviser on behalf of the Fund
are property of the Fund and will be surrendered promptly to the Fund on
request.
8. Liability of the Investment Adviser.
The Investment Adviser shall not be liable for any error of judgment or for
any loss suffered by the Fund in connection with performance of its
obligations under this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance
of, or from reckless disregard by it of its obligations and duties under,
this Agreement, or damages resulting from a breach of fiduciary duty with
respect to receipt of compensation for services.
9. Indemnification.
The Fund will indemnify the Investment Adviser for all liabilities and
expenses, including defense costs, in connection with any litigation
pertaining to the period prior to the Investment Adviser's relationship with
the Fund under this Agreement, other than liabilities resulting from willful
misfeasance, bad faith or gross negligence on the part of the Investment
Adviser.
10. Permissible Interests.
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Investment Adviser (or any successor thereof) as partners,
officers or otherwise; partners, officers and agents of the Investment
Adviser are or may be interested in the Fund as Directors, officers,
shareholders or otherwise; and the Investment Adviser (or any successor
thereof) is or may be interested in the Fund as a shareholder or otherwise.
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11. Duration and Termination.
If approved by holders of a majority of the outstanding voting securities of
the Fund at the first shareholders' meeting following the date of this
Agreement, and unless sooner terminated as provided herein, this Agreement
shall continue until February 19, 1994, and thereafter for periods of one
year, so long as such continuance thereafter is specifically approved at
least annually (a) by the vote of a majority of those Directors of the Fund
who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Directors of the Fund or by the vote of a majority
of the outstanding voting securities of the Fund; provided, however, that if
the shareholders of the Fund fail to approve the Agreement as provided
herein, the Investment Adviser may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and the rules and regulations
thereunder until such time as such approval has been obtained, whereupon the
provisions of Section 3 hereof shall apply. The foregoing requirement that
continuance of this Agreement be "specifically approved at least annually"
shall be construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder. This Agreement may be terminated at any time
without the payment of any penalty by the vote of a majority of Directors of
the Fund or by the vote of a majority of the outstanding voting securities
of the Fund on 60 days' written notice to the Investment Adviser or by the
Investment Adviser at any time without the payment of any penalty on 60
days' written notice to the Fund. This Agreement will automatically and
immediately terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
postpaid, to the other party at any office of such party. As used in this
Section 11, the terms "assignment," "interested person," and "vote of a
majority of the outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act and the rules and regulations thereunder,
subject to such exceptions as may be granted by the Securities and Exchange
Commission under the 1940 Act.
12. Amendment; Waiver.
No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved
by the vote of the majority of the outstanding voting securities of the
Fund.
13. Governing Law; Severability; Counterparts.
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be affected thereby.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
WELLINGTON MANAGEMENT COMPANY THE NEW AMERICA HIGH INCOME FUND, INC.
By: /s/ Xxxxxx X. XxXxxxxxx By: /s/ Xxxxxxx X. Floor
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