BY-LAWS

OF

THE NEW AMERICA HIGH INCOME FUND, INC.

A Maryland Corporation

Amended as of July 25, 2005

ARTICLE I - STOCKHOLDERS

SECTION 1.           Annual Meetings. The annual meeting of the stockholders of THE NEW AMERICA HIGH INCOME FUND, INC. (the Corporation) shall be held on a date fixed from time to time by the Board of Directors within the thirty-one (31) day period commencing April 1 of each year. An annual meeting may be held at the time and at any place within or outside of the State of Maryland as may be determined by the Board of Directors as shall be designated in the notice of the meeting. Any business of the Corporation may be transacted at an annual meeting without being specifically designated in the notice unless otherwise provided by statute, the Corporations Articles of Incorporation (for purposes hereof, references to the Articles of Incorporation shall be deemed to mean and include all amendments and/or restatements thereof) or these By-Laws. Notwithstanding the foregoing, no annual meeting of the stockholders shall be held in any year in which:

(a)           the election of directors is not required to be acted upon by the stockholders under the Investment Company Act of 1940, as amended (the 1940 Act); and

(b)           an annual meeting is not otherwise required under the rules and regulations of the principal exchange on which the Corporations securities are then traded.

SECTION 2.           Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Corporations Articles of Incorporation, may be held at any place within or outside the State of Maryland, and may be called at any time by the Board of Directors or by the President, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, at the request in writing of stockholders entitled to cast at least twenty-five percent (25)% of the votes entitled to be cast at the meeting delivered to the Secretary at the principal offices of the Corporation and upon payment by such stockholders to the Corporation of the reasonably estimated cost of preparing and mailing a notice of the meeting (which estimated cost shall be provided to such stockholders by the Secretary of the Corporation), or as otherwise provided in the Articles of Incorporation.

Notwithstanding the foregoing, unless requested by stockholders entitled to cast a majority of the votes entitled to be cast at the meeting, a special meeting of the stockholders need not be called at the request of stockholders to consider any matter that is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding twelve (12) months. A written request of a stockholder for the holding of a special meeting shall state the purpose or purposes of the proposed meeting.

No business other than that specified in the notice of meeting shall be transacted at any special meeting.

SECTION 3.           Notice of Meetings. Written notice of the purpose or purposes and of the time and place of every meeting of the stockholders shall be given by the Secretary of the Corporation to each stockholder of record entitled to vote at the meeting, at least ten (10) days but not more than ninety (90) days prior to the date designated for the meeting (except as

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