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Nominating Committee Charter
The 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, with respect to supervising the nomination and election of directors 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.
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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.
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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.
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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.
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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.
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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.
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The Committee may establish rules and procedures for the conduct of its meetings that are consistent with this Charter.
- Organizational Matters.
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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.
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The Committee may seek advice from (i) Fund counsel and (ii) any counsel for the independent directors.
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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.
- Duties and Powers of the Committee.
The Committee shall have the following duties and powers as deemed necessary or advisable by the Committee:
- 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; and
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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 A; and
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to evaluate periodically, but no less frequently than annually, the performance of the Board and its committees, which evaluation shall include consideration of the effectiveness of the committee structure of the Board and the number of funds overseen by the Board, and to make recommendations to the Board regarding any appropriate action that may be taken to enhance such performance.
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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 August 5, 2015; amended October 20, 2016
APPENDIX A
The New America High Income Fund, Inc.
Nominating Committee
Policy Regarding Selection of Director Nominees
The 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 Nominating Committee has not established specific, minimum qualifications that must be met by an individual for the 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 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 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; (viii) the candidate's ability to meet applicable requirements of any national securities exchange or national securities association on which the Fund's shares are listed; and (ix) such other factors as the 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 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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