Amended and Restated Audit and Nominating Committee Charter

1. Mission Statement.

The Audit and Nominating 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. The purposes of the Committee are as follows:
1. Oversee the accounting and financial reporting processes of the Fund and its internal control over financial reporting and, as the Committee deems appropriate, to inquire into the internal control over financial reporting of certain third-party service providers;
2. Oversee the quality and integrity of the Fund's financial statements and the independent audit thereof;
3. Oversee, or, as appropriate, assist Board oversight of, the Fund's compliance with legal and regulatory requirements that relate to the Fund's accounting and financial reporting, internal control over financial reporting and independent audits;
4. Approve prior to appointment the engagement of the Fund's independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Fund's independent auditors and the audit partner in charge of leading the audit;
5. Act as a liaison between the Fund's independent auditors and the full Board;
6. Supervise the nomination and election of directors of the Fund; and
7. Review on a periodic basis the governance structures and procedures of the Fund.
The primary function of the Committee is oversight. The Committee is not responsible for managing the Fund or for performing tasks that are delegated to the officers of the Fund, any investment adviser to the Fund (referred to generically throughout as the "Adviser"), the custodian of the Fund (the "Custodian"), and other service providers for the Fund. It is management's responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the auditor's responsibility to plan and carry out a proper audit. Specifically, Fund's management is responsible for: (1) the preparation, presentation and integrity of the Fund's financial statements; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations. The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Fund's service providers, including the auditors.
Although the Committee is expected to take a detached and questioning approach to the matters that come before it, the review of a Fund's financial statements by the Committee is not an audit, nor does the Committee's review substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing, the financial statements. Members of the Committee are not full-time employees of the Fund and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures.
In discharging their committee duties the members of the Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Fund whom the Director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person's professional or expert competence; or (3) a Board committee of which the Director is not a member as to a matter within its designated authority. The Committee also relies upon the officers of the Fund, the Adviser, the independent auditors for the Fund, the Custodian, and other service providers for the Fund promptly to identify and report to the Committee potential concerns, conflicts of interest, and other issues that require the attention of the Committee. It is the responsibility of the officers of the Fund, the Adviser, the independent auditors for the Fund, the Custodian, and other service providers promptly to report to the Committee any matters that arise within the scope of authority of the Committee.
The 1940 Act, the Articles of Incorporation of the Fund, and Maryland law impose upon the independent directors fiduciary standards 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.
2. Members and Qualifications.
1. 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. As long as shares of the Fund are listed on any national securities exchange or national securities association (generally, a "Listing Entity"), the composition of the Committee shall also meet such requirements as may be imposed from time to time by that Listing Entity. No member of the Committee shall receive any compensation from the Fund except compensation for service as a member of the Board or a committee thereof.
2. Each member of the Committee shall on an annual basis complete a questionnaire circulated by counsel for the Fund for the purpose of confirming that the member remains an independent director.
3. Each member of the Committee shall, to the extent consistent with the member's personal financial circumstances, maintain an investment in the Fund.
4. The Board shall determine annually whether any member of the Committee is an "audit committee financial expert" as defined in Item 3 of Form N-CSR.


3. Meetings.
1. The Committee shall meet separately from the full Board at least annually at such times and locations as the Committee may determine. Notice of each meeting of the Committee shall be given by the Secretary or Assistant Secretary.
2. 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.
3. 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.
4. The Committee shall regularly meet, in separate executive sessions, with representatives of Fund management, including with internal auditors (or other personnel responsible for any internal audit of the Fund) and the Fund's independent auditors. The Committee may also request to meet with internal legal counsel and compliance personnel of the Adviser(s) and with other services providers that provide significant accounting or administrative services to the Fund to discuss matters relating to the Fund's accounting and compliance as well as other Fund-related matters.
5. 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.
6. The Committee may select one of its members to be the chairperson and may select a vice chairperson.
7. The Board shall adopt and approve this Charter and may amend it on the Board's own motion. The Committee shall review this Charter at least annually and recommend to the full Board any changes the Committee deems appropriate. The Committee may establish rules and procedures for the conduct of their meetings that are consistent with this Charter.


4. Organizational Matters.
1. The Committee shall have the authority to require officers of the Fund, the Adviser, the Custodian, and other service providers for the Fund to respond to inquiries, prepare reports, and produce documentation concerning the Fund and their work on behalf of the Fund.
2. The Committee may seek advice from (i) counsel for the independent directors or (ii) the independent auditors and may ask such counsel and auditors to investigate particular matters.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Committee, for payment of (i) compensation to the auditors for the purpose of conducting the audit and rendering their audit report and (ii) the Committee's ordinary administrative expenses, the authority to retain and compensate special counsel and other experts or consultants as the Committee deems necessary, and the authority to obtain specialized training for Committee members, at the expense of the Fund.


5. Duties and Powers of the Committee with respect to Audit Functions.
The Committee shall have the following duties and powers with respect to audit functions to the extent required by law or as deemed necessary or advisable by the Committee:
1. to approve prior to appointment the engagement of auditors to annually audit and provide their opinion on the Fund's financial statements, to select, retain, or terminate the Fund's independent auditors and, in connection therewith, to oversee the work of the Fund's independent auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Fund, to set clear policies regarding the Fund's hiring of employees or former employees of the independent auditors, and to review and evaluate matters potentially affecting the independence and capabilities of the auditors;
2. to receive such other communications or reports from the independent auditor (and management's responses to such reports and communications) as may be required by the Fund's applicable Listing Entity, including as appropriate, at least annually, obtain and review a report by the Fund's independent auditor describing: (1) the independent auditor's internal quality-control procedures, any material issues raised by the most recent internal quality-control review or peer review of the independent auditor, or any inquiry or investigation by governmental or professional regulatory authorities (including the Public Company Accounting Oversight Board), within the preceding five years, respecting one or more independent audits carried out by the independent auditor, and any steps taken to deal with any such issues and (2) all relationships between the independent auditor and the Fund and any other relationships or services that may impact the objectivity or independence of the independent auditor;
3. to approve prior to appointment the engagement of the auditor to provide other audit services to the Fund or to provide non-audit services to the Fund, any Adviser or any entity controlling, controlled by, or under common control with any Adviser ("Adviser Affiliate") that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund subject to such exceptions as may be available under applicable law;
4. to develop, to the extent deemed appropriate by the Committee, policies and procedures for pre-approval of the engagement of the Fund's auditors to provide any of the services described in (c) above;
5. to consider the controls applied by the auditors and any measures taken by management in an effort to assure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion;
6. to consider whether the non-audit services provided by the Fund's auditor to any Fund Adviser or any Adviser Affiliate that provides ongoing services to the Fund, which services were not pre-approved by the Committee, are compatible with maintaining the auditor's independence;
7. to review the arrangements for and scope of the annual audit and any special audits;
8. to review and approve the fees proposed to be charged to the Fund by the auditors for each audit and non-audit service;
9. to consider information and comments from the auditors with respect to the Fund's accounting and financial reporting policies, procedures and internal control over financial reporting (including the Fund's critical accounting policies and practices), to consider management's responses to any such comments and, to the extent the Committee deems necessary or appropriate, to promote improvements in the quality of the Fund's accounting and financial reporting;
10. to consider information and comments from the auditors with respect to, and meet with the auditors to discuss any matters of concern relating to, the Fund's financial statements, including any adjustments to such statements recommended by the auditors, and to review the auditors' opinion on the Fund's financial statements;
11. to review and discuss with the independent auditors the matters required to be communicated to the Committee with respect to the Fund under applicable accounting standards, to receive such other communications or reports from the independent auditors (and management's responses to such reports or requirements) as may be required by the applicable Listing Entity or otherwise and to resolve any unresolved disagreements between management and the independent auditors;
12. to discuss the Fund's annual financial statements with management and the independent auditor;
13. to discuss the Fund's earning releases, as well as financial information and earnings guidance provided to analysts and rating agencies, in the event the Fund issues any such releases or provides such information or guidance;
14. to consider the Fund's major financial risk exposures and the steps management has taken to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken;
15. to take such action as is necessary to prepare the audit committee report in accordance with Item 306 of Regulation S?K under the Securities Act of 1933, as amended, for inclusion in the Fund's proxy or information statement relating to its annual meeting;
16. to review with the Fund's principal executive officer and/or principal financial officer in connection with required certifications on Form N-CSR any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees who have a significant role in the Fund's internal control over financial reporting;
17. to establish and maintain procedures for the receipt, retention and treatment of complaints received by the Fund relating to accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Fund or any Adviser, administrator, principal underwriter or other provider of accounting related services to the Fund of concerns about accounting or auditing matters, which procedures are currently set forth in Appendix A, and to address reports from attorneys or auditors of possible violations of federal or state law or fiduciary duty;
18. to investigate or initiate an investigation of reports of improprieties or suspected improprieties in connection with the Fund's accounting or financial reporting;
19. to report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate; and
20. to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter or which have been referred to the Committee by the full Board,
The Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members. Any decisions of the subcommittee to grant pre-approvals shall be presented to the full Committee at its next regularly scheduled meeting.


6. Duties and Powers of the Committee with respect to Nomination Functions

To carry out its director nomination functions, the Committee shall have the following duties and powers as deemed necessary or advisable by the Committee:
1. to nominate, for consideration by the shareholders or the Board in accordance with Section 16(a) of the 1940 Act and Maryland law, candidates to serve as directors of the Fund;
2. to review and make recommendations to the Board regarding the size and composition of the Board and to establish and maintain policies regarding the selection of nominees for election to the Board, the current procedures being set forth in Appendix B;


7. Effectiveness of the Board and the Committee.
1. The Committee shall, before, during or following the meeting of the Board following the annual meeting of shareholders or at such other time as may be specified by the Committee (the "Annual Review Meeting"), consider whether any steps should be taken to improve the effectiveness of the Committee and the Board, including, among other things, the following questions:
   1. Should any additional directors be elected?
   2. Should any current directors consider retiring from the Board?
   3. Should this Charter be modified?
   4. Have the written materials provided to the Directors been useful, sufficient, and properly focused? Have these materials been received in sufficient time to allow a thorough review?
   5. Can the meetings of the Committee and the Board be made more effective?

   Based on this review the Committee may make recommendations to the full Board.

2. The Committee shall at the Annual Review Meeting review the compensation of the independent directors and consider whether to recommend to the Board a change in the compensation of the independent directors.
3. Members of the Committee shall remain abreast of investment company industry and regulatory developments through, among other things, review of periodicals and other written materials and, if deemed advisable, participation in seminars and conferences on investment company governance and related issues.
4. The Committee shall, working together with the officers of the Fund, the Adviser, counsel to the fund and legal counsel to the independent directors, and the independent auditors, provide new Directors with appropriate orientation.



Adopted, February 17, 2000, as amended on April 20,2000 and June 27, 2002, and February 29, 2004, and December 19, 2005.

APPENDIX A

The New America High Income Fund, Inc.

Audit and Nominating Committee
Complaint Procedures

The Audit and Nominating Committee (the "Committee") of The New America High Income Fund, Inc. (the "Fund") employs the following procedures (the "Procedures") with respect to complaints regarding accounting, internal accounting controls or auditing matters concerning the Fund ("Complaints"). Each Employee (as defined below) shall be provided with a copy of the Procedures upon assuming his or her duties as an Employee, and annually thereafter.

Procedures for Receiving Complaints

All officers and employees of the Fund and, to the extent their duties relate to accounting, internal accounting controls or auditing matters for the Fund, the officers and employees of any Fund investment adviser, administrator, principal underwriter or other provider of accounting related services to the Fund (collectively referred to herein as "Employees"), may make complaints anonymously and in a confidential manner as follows:

1. The complaining Employee may place a telephone call to any member of the Committee. During this phone call, the Employee should identify the source of his or her Complaint and the practices that are alleged to constitute an impropriety with respect to accounting, internal accounting controls or auditing matters relating to a Fund, providing as much detail as possible.
2. Alternatively, the Employee may submit to any member of the Committee (by hand, mail, e-mail or fax) a confidential memorandum which details the Employee's Complaint and the practices that are alleged to constitute an improper accounting, internal accounting control or auditing matter, providing as much detail as possible.
3. The name and contact information for each member of the Committee will be provided to Employees when they are given the Procedures and updated as necessary.

Procedures for Treating Complaints

The Committee member who initially receives a Complaint (the "Evaluating Committee Member") will conduct an initial evaluation (an "Initial Evaluation") of the Complaint as soon as reasonably practicable following receipt. The Evaluating Committee Member will determine whether the Complaint actually relates to the Fund's accounting, internal accounting controls or auditing matters and, if not, whether it should be reviewed by a party other than the Committee. The Evaluating Committee Member shall also determine whether the Complaint requires investigation by the Committee. In conducting an initial evaluation, the Evaluating Committee Member may consult with counsel to the Directors who are not "interested persons" of the Fund within the meaning of the Investment Company Act of 1940, as amended, and/or other Committee members. A Committee member may not be the Evaluating Committee Member for, or otherwise consulted with respect to, a Complaint that relates to improprieties by that Committee member.

After the initial evaluation is complete, all Complaints requiring investigation by the Committee will be discussed at the next regularly-scheduled meeting of the Committee, or a specially-scheduled meeting in advance thereof. The Committee shall investigate the Complaints as follows:
1. the Committee may choose to investigate the Complaint through its own members and/or with the assistance of counsel;
2. the Committee may select a designee within the Fund or its service providers to investigate the Complaint, provided that the identity of the complaining Employee shall not be disclosed to such designee. Under no circumstances will a party who has direct supervisory control over, or who may be responsible for, the action giving rise to the Complaint be charged with investigating that action;
3. the Committee may retain an outside party (other than the Fund's independent auditors) to investigate the Complaint; or
4. the Committee may investigate the Complaint in such other manner as the Committee deems appropriate.

Any party designated to investigate a Complaint shall be provided reasonable access to the Fund's (and to the extent deemed necessary by the Committee, the Fund's service providers') employees, documents, and computer systems for purposes of conducting the investigation. At the conclusion of its investigation, which shall be completed as promptly as practicable after referral of the Complaint, the investigating party will be responsible for making a full report to the Committee with respect to the Complaint and to make recommendations for corrective actions, if any, to be taken by the Fund. The Committee will then report to the Board of Directors at its next regularly-scheduled meeting with respect to the Complaint and any corrective actions recommended by the Committee. If the Complaint involves improprieties of any member of the Board of Directors, the Committee may make its report in an executive session of the Board of Directors.

Procedures for Retaining Complaints

The Chairperson will be responsible for ensuring that all Complaints received by the Committee, together with any documents pertaining to the Committee (or its designee's) investigation and treatment of the Complaint, are retained for six years, or for such longer period as may be required by applicable law, in a manner consistent with preserving the anonymity of Employees who have submitted Complaints.

APPENDIX B

The New America High Income Fund, Inc.

Audit and Nominating Committee
Policy Regarding Selection of Director Nominees

The Audit and Nominating Committee will, when a vacancy on the Board exists or is anticipated, consider any candidate for Director recommended by a stockholder if (a) the recommendation contains sufficient background information concerning the candidate to enable the Committee to make a proper judgment as to the candidate's qualifications and (b) the recommendation is submitted in accordance with applicable procedural requirements set forth in the Fund's By-laws.

The Audit and Nominating Committee will, when a vacancy on the Board exists or is anticipated, consider any candidate for Director recommended by a stockholder if (a) the recommendation contains sufficient background information concerning the candidate to enable the Committee to make a proper judgment as to the candidate's qualifications and (b) the recommendation is submitted in accordance with applicable procedural requirements set forth in the Fund's By-laws. The Audit and Nominating Committee has not established specific, minimum qualifications that must be met by an individual for the Audit and Nominating Committee to recommend that individual for nomination as a Director. In seeking candidates to consider for nomination to fill a vacancy on the Board, the Audit and Nominating Committee expects to seek referrals from a variety of sources, including current Directors, management of the Fund and counsel to the Fund. The Committee may also engage a search firm to identify or evaluate or assist in identifying or evaluating candidates. In evaluating candidates for a position on the Board, the Audit and Nominating Committee considers a variety of factors, including, as appropriate: (i) the candidate's knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the candidate as a director or senior officer of other public companies; (iii) the candidate's educational background; (iv) the candidate's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the candidate's perceived ability to contribute to the ongoing functions of the Board, including the candidate's ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the candidate's ability to qualify as an Independent Director for purposes of the 1940 Act, the candidate's independence from Fund service providers and the existence of any other relationships that might give rise to a conflict of interest or the appearance of a conflict of interest; and (viii) such other factors as the Audit and Nominating Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other transitions, e.g., whether or not a candidate is an "audit committee financial expert" under the federal securities laws. Prior to making a final recommendation to the Board, the Audit and Nominating Committee conducts personal interviews with the candidates it concludes are the most qualified. Any candidates recommended by stockholders will be evaluated in the same manner.

 

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