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Compensation Committee Charter
The Compensation Committee (the "Committee") is intended to assist the Board of Directors (the "Board") of The New America High Income Fund, Inc. (the "Fund") in effectively performing its functions under the Investment Company Act of 1940, as amended (the "1940 Act"), and Maryland law, with respect to the compensation of directors, officers and employees of the Fund.
- Members and Qualifications.
The Committee shall consist of all of the independent directors of the Fund, i.e., each director who is not an "interested person" of the Fund, as defined in Section 2(a)(19) of the 1940 Act. No member of the Committee shall receive any compensation from the Fund except compensation for service as a member of the Board or any committee thereof. The 1940 Act, the Articles of Incorporation of the Fund, and Maryland law impose upon the independent directors fiduciary standards of conduct that govern their work on behalf of the Fund. Nothing in this Charter is intended to modify those fiduciary standards. Nor does this Charter modify any indemnities or other rights of the independent directors under the Articles of Incorporation or By-Laws of the Fund or otherwise under applicable law.
- Meetings.
- The Committee shall meet separately from the full Board as and when determined to be appropriate by the Board, the Committee or the Chairperson of the Committee. Notice of each meeting of the Committee shall be given by the Secretary or Assistant Secretary.
- The agenda for each meeting of the Committee shall be prepared and maintained by the Secretary or an Assistant Secretary of the Fund. The Secretary or an Assistant Secretary of the Fund shall prepare and retain minutes of Committee meetings and appropriate documentation of decisions made outside of meetings by delegated authority.
- The Committee shall ordinarily meet in person; however, members of the Committee may attend telephonically, and the Committee may act by written consent to the extent permitted by law and by the Fund's By-Laws.
- At any meeting of the Committee a majority of its members shall constitute a quorum. When a quorum is present at any meeting, a majority of Committee members present may take any action, except where a larger vote is expressly required by law or by the Fund's Articles of Incorporation or By-Laws.
- The Board or the Committee may select one of the Committee's members to be the Committee's chairperson and may select a vice chairperson.
- The Committee may establish rules and procedures for the conduct of its meetings that are consistent with this Charter.
- Organizational Matters.
- The Committee shall have the authority to require officers and other personnel of the Fund to respond to inquiries, prepare reports, and produce documentation concerning the Fund and their work on behalf of the Fund.
- The Committee may seek advice from (i) Fund counsel and (ii) any counsel for the independent directors.
- The Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Committee, for payment of the Committee's ordinary administrative expenses, the authority to retain and compensate experts or consultants as the Committee deems necessary, and the authority to obtain specialized training or informational resources for Committee members, at the expense of the Fund.
- Compensation Oversight.
The Committee shall periodically review director, officer and employee compensation, and make recommendations to the Board regarding such compensation, including any changes thereto, as deemed appropriate by the Committee.
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The Board shall adopt and approve this Charter and may amend it on the Board's own motion. The Committee may recommend to the full Board any changes the Committee deems appropriate.
Adopted February 12, 2015.
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