SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

PACHOLDER HIGH YIELD FUND, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PACHOLDER HIGH YIELD FUND, INC.

270 Park Avenue

New York, New York 10017

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on April 25, 201224, 2013

February 29, 2012March 1, 2013

To the Shareholders:

The Annual Meeting of the shareholders of Pacholder High Yield Fund, Inc. (the “Fund”) will be held on April 25, 2012,24, 2013, at 10:00 a.m., Eastern Time, at 270 Park Avenue, New York, New York. Please contact JPMorgan Funds Services at 1 (877) 217-9502 if you have any questions relating to attending the Annual Meeting in person. The Annual Meeting will be held for the following purposes:

1.  To elect a Board of thirteen Directors to serve until the next annual meeting and until their successors are elected and qualified (Proposal 1);

2.  To consider and act upon such other business as may properly come before the meeting and any adjournments thereof.

The close of business on February 15, 201213, 2013 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR PROMPT RETURN OF THE PROXY WILL HELP ENSURE A QUORUM AT THE MEETING AND AVOID THE EXPENSE TO THE FUND OF FURTHER SOLICITATION. IN ADDITION TO VOTING BY MAIL, YOU MAY ALSO VOTE EITHER BY TELEPHONE OR VIA THE INTERNET, AS FOLLOWS:

We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed proxy card.

Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

Important Notice regarding the availability of Proxy Materials for the Shareholder Meeting to be held on April 25, 2012.24, 2013.

This proxy statement is available at the website listed on your proxy card.

By Order of the Board of Directors,

Frank J. Nasta

Secretary

PACHOLDER HIGH YIELD FUND, INC.

270 Park Avenue

New York, New York 10017

PROXY STATEMENT

Annual Meeting of Shareholders to be held on April 25, 201224, 2013

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Pacholder High Yield Fund, Inc. (the “Fund”) for use at the annual meeting of shareholders to be held on April 25, 201224, 2013 at 10:00 a.m. Eastern Time, at 270 Park Avenue, New York, New York (the “Annual Meeting”) and at any adjournments thereof. If the enclosed proxy is executed properly and returned in time to be voted at the meeting, the shares represented will be voted according to the instructions contained therein. Executed proxies that are unmarked will be voted for the election of each nominee for director, and for or against any other matters acted upon at the meeting in the discretion of the persons named as proxies.

A proxy may be revoked at any time prior to its exercise by filing with the Secretary of the Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the meeting and voting in person. This proxy statement and the related proxy card will be mailed to shareholders on or about February 29, 2012.March 1, 2013.

The Board has fixed the close of business on February 15, 201213, 2013 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. As of the record date, the Fund had outstanding 12,969,95012,987,327 shares of Common Stock and 1,720 shares of Series W Auction Rate Cumulative Stock (“ARPS” or “Preferred Stock”). To the Fund’s knowledge, no person owned beneficially 5% or more of the outstanding shares of the Fund as of the record date, except as provided on Exhibit A. As of December 31, 2011,2012, the directors and officers of the Fund as a group owneddid not beneficially 2,180own any shares of the Common Stock of the Fund.

Holders of the Fund’s outstanding shares of Common Stock and ARPS will vote together as a single class to elect eleven directors. As described herein under the section entitled “Proposal 1: Election of Directors,” holders of the Fund’s ARPS will vote separately from holders of the Common Stock to elect two additional directors. As to any other business that may properly come before the meeting, holders of the Common Stock and ARPS may vote together as a single class or separately, depending on the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Maryland General Corporation Law and the Fund’s charter with respect to the item of business. Each full share of the Fund’s Common Stock or ARPS is entitled to one vote and each fractional share of the Fund’s Common Stock or ARPS is entitled to a proportionate share of one vote.

The presence in person or by proxy of the holders entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is present at the meeting but sufficient votes in favor of one or more proposals are not received, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shareholders present at the meeting in person or by proxy. The votes of shareholders indicating a vote against a proposal in their proxies will be cast against adjournment or postponement in respect of that proposal.

The Fund expects that broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares

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on each proposal at the meeting. The Fund understands that, under the rules of the New York Stock Exchange (“NYSE”) and the NYSE Amex,MKT, such broker-dealers may grant authority to the proxies designated by the Fund to vote on the election of directors for the Fund if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Broker-dealer firms may, subject to certain conditions, exercise discretion over ARPS held in their names for which no instructions are received by voting such shares in the same proportion as they have voted ARPS for which they have received instructions. Although the rules of the NYSE and the NYSE AmexMKT have been amended to eliminate discretionary voting by brokers in uncontested director elections, the amendment contains an exception for investment companies registered under the 1940 Act, such as the Fund.

In tallying shareholder votes, abstentions, withhold authority votes and “broker non-votes” (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and either (i) the broker or nominee does not have discretionary voting power or (ii) the broker or nominee returns the proxy card but expressly declines to vote on a particular matter) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum for the transaction of business. Under applicable law, abstentions, withhold authority votes and broker non-votes do not constitute votes “for” or “against” a matter and will be disregarded in determining “votes cast” on a proposal. Accordingly, abstentions and broker non-votes effectively will be a vote against any adjournment.

To obtain the Fund’s most recent annual report, including financial statements free of charge, or copies of any subsequent shareholder report, please make the request in writing to Pacholder High Yield Fund, Inc., 270 Park Avenue, New York, New York 10017 Attention: Matthew Plastina, Assistant Treasurer or by calling 1-888-294-8217.Requested shareholder reports will be sent by first class mail within three business days of the receipt of the request. You can also obtain the most recently available annual report for the Fund by visiting www.pacholder.com.

PROPOSAL 1: ELECTION OF DIRECTORS

Background.

The Board, based on the recommendation of the Governance Committee, has nominated for election as directors of the Fund the individuals (each, a “Nominee” and collectively, the “Nominees”) who currently serve as directors of the Fund and trustees of the J.P. Morgan Funds, as defined below. Each of the Nominees was elected at the shareholder meeting held on April 27, 2011. Each Nominee would hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified. The Nominees are Fergus Reid, III, William J. Armstrong, John F. Finn, Dr. Matthew Goldstein, Robert J. Higgins, Frankie D. Hughes, Peter C. Marshall, Mary E. Martinez, Marilyn McCoy, Mitchell M. Merin, William G. Morton, Jr., Dr. Robert A. Oden, Jr., Marian U. Pardo, Frederick W. Ruebeck and James J. Schonbachler, Frankie D. Hughes,Schonbachler. Each of the Nominees, other than Ms. Martinez, Mr. Merin and Ms. Pardo, was elected at the shareholder meeting held on April 25, 2012. Effective December 31, 2012, William J. Armstrong, Fergus A. Reid III and Leonard Spalding retired from the Board. In order to fill the vacancies created by Messrs. Armstrong, Reid and Spalding, the Governance Committee and Board appointed Mary E. Martinez and Mitchell M. Spalding, Jr.Merin to serve as Directors effective January 1, 2013 and Marian U. Pardo to serve as Director effective February 1, 2013. The Nominees are also trustees of the J.P. Morgan Funds, a mutual fund complex consisting of 154171 registered investment companies advised by J.P. Morgan Investment Management Inc. (“JPMIM” or the “Adviser”), the Fund’s investment adviser, or its affiliates. JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co., a leading global financial services firm with assets of $2.3 trillion and operations in more than 60 countries.

On April 27, 2011,25, 2012, Mr. Ruebeck and Mr. Schonbachler were elected by ARPS shareholders voting as a separate class. The proposal contemplates that Mr. Ruebeck and Mr. Schonbachler, the chairman and a member,

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respectively, of the Fixed Income Investment Sub-Committee, described below,and a member and the chairman, respectively, of the Audit and Valuation Committee, would serve as candidates for election by holders of the ARPS voting as a separate class at the 20122013 annual meeting of shareholders.

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Nomination Process.

The Board’s Governance Committee functions as the Nominating Committee and Compensation Committee with respect to the Fund. At the November 8-10, 201113-15, 2012 Board meeting, the Governance Committee and Board evaluated each Nominee both individually and in the broader context of the Board’s overall effectiveness.Nominee. Based on the Governance Committee’s recommendation, the Board appointed Ms. Martinez, Mr. Merin and Ms. Pardo to fill the vacancies created by Messrs. Armstrong, Reid and Spalding and nominated each of the Nominees to stand for election at the annual meeting of shareholders. The following is a description of the factors considered by the Governance Committee and the Board in concluding that each Nominee should serve as a Director of the Fund and, with respect to Mr. Ruebeck and Mr. Schonbachler, their nomination to stand for election by holders of the ARPS voting as a separate class.

Qualifications of Nominees.

As noted above, Ms. Martinez, Mr. Merin, and Ms. Pardo were appointed to the Board to fill vacancies created by the retirement of William J. Armstrong, Fergus A. Reid III and Leonard Spalding. In concluding that Ms. Martinez, Mr. Merin, and Ms. Pardo should serve as Directors, the Governance Committee and Board evaluated Ms. Martinez, Mr. Merin, and Ms. Pardo both individually and in the context of their anticipated contribution to the Board’s overall effectiveness. The Governance Committee and the Board considered that Ms. Martinez, Mr. Merin and Ms. Pardo each has significant and relevant experience and knowledge concerning registered investment companies and asset management. The Governance Committee and the Board also considered the strong leadership skills, commitment, and integrity that Ms. Martinez, Mr. Merin and Ms. Pardo each possesses as well as their ability to work effectively and collaboratively with other members of the Board. In reaching its conclusion that Ms. Martinez, Mr. Merin, and Ms. Pardo should serve as Directors, the Board also considered the following additional specific qualifications:

Mary E. Martinez.  The Governance Committee and the Board considered the breadth and depth of Ms. Martinez’s experience as a senior financial services executive with 25 years of experience in asset management, wealth management and private banking services. The Governance Committee and the Board noted Ms. Martinez’s qualifications with respect to registered investment companies and asset management products as a result of serving as president to other registered investment companies and as a chief operating officer of an asset management firm with responsibility for product development, management, infrastructure and operating oversight. The Governance Committee and the Board also considered Ms. Martinez’s potential contribution to the effectiveness of the Board given her experience with respect to: (1) diversified product offerings including fundamental, quantitative, traditional and alternative asset classes; (2) asset and portfolio management analytics; (3) risk management and governance; and (4) regulatory and financial reporting.

Mitchell M. Merin.  The Governance Committee and the Board noted that Mr. Merin has been in the securities and asset management business for over 25 years and has served as both a board member and president of other registered investment companies. The Governance Committee and the Board also considered that Mr. Merin has held leadership positions within the investment company industry including serving as a member of the Executive Committee of the Board of Governors of the Investment Company Institute and the Chair of the Fixed Income Securities and Investment Company Committees of NASDR. The Governance Committee and the Board also considered Mr. Merin’s potential contribution to the effectiveness of the Board given his experience with respect to: (1) taxable fixed income products and derivatives; (2) investment oversight; and (3) board governance of registered investment companies and other public companies.

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Marian U. Pardo.  The Governance Committee and the Board noted that Ms. Pardo has been in the financial services industry since 1968, with experience in banking, lending, and investment management and served as a portfolio manager for equity funds across the capitalization spectrum including, prior to 2002, small cap US equity funds advised by JPMIM. The Governance Committee and the Board also considered Ms. Pardo’s potential contribution to the effectiveness of the Board given her experience with respect to: (1) portfolio management, (2) the J.P. Morgan Funds’ investment advisory business, and (3) banking and investment management.

With respect to the Nominees who were members of the Board prior to December 31, 2012, the Governance Committee and Board evaluated each Nominee both individually and in the broader context of the Board’s overall effectiveness. The following is a description of the factors considered by the Governance Committee and the Board in concluding that each Nominee should serve as a Director of the Fund:

The Governance Committee and the Board considered the commitment that each Nominee has demonstrated in serving on the Board including the significant time each Nominee who was a member of the Board prior to December 31, 2012 has devoted to preparing for meetings and the active engagement and participation of each Nominee at boardBoard meetings. The Governance Committee and the Board also considered the character of each Nominee who was a member of the Board prior to December 31, 2012 noting that each Nominee is committed to executing his or her duties as a director with diligence, honesty and integrity. The Governance Committee and the Board also considered the contributions that each Nominee who was a member of the Board prior to December 31, 2012 has made to the Board in terms of experience, leadership, independence and the ability to work well with other Board members.

With respect to each Nominee, theThe Governance Committee and the Board noted the additional experience that each of the Nominees who was a member of the Board prior to December 31, 2012 has gained with respect to registered investmentsinvestment companies as a result of theirhis or her service on the J.P. Morgan Funds Board. The J.P. Morgan Funds overseen by the J.P. Morgan Funds Board represent almost every asset class including (1) fixed income funds including traditional bond funds, municipal bond funds, high yield funds, government funds, and emerging market debt funds, (2) money market funds, (3) international, emerging market and country/region funds, (4) equity funds including small, mid and large capitalization funds and value and growth funds, (5) index funds, (6) funds of funds, including target date funds, and (7) specialty funds including market neutral funds, long/short funds and funds that invest in real estate securities and commodity-related securities and derivatives. The Governance Committee and the Board also considered the experience that each Nominee who was a member of the Board prior to December 31, 2012 had with respect to reviewing agreements with the Fund’s service providers in connection with their broader service to the J.P. Morgan Funds including the Fund’s investment adviser, custodian, fund accountant, and securities lending agent.

The Governance Committee and the Board also considered the experience and contribution of each Nominee who was a member of the Board prior to December 31, 2012 in the context of the Board’s leadership and committee structure. The Board has five committees including the Investments Committee, the Audit and Valuation Committee, the Compliance Committee, the Governance Committee, and the Preferred Shares Committee. The Investments Committee has three sub-committees including an Equity Investment Sub-Committee, a Money Market and Alternative Products Investment Sub-Committee, and a Fixed Income Investment Sub-Committee. Different members of the Investments Committee serve on the sub-committee with respect to each asset type thereby allowing the J.P. Morgan Funds Board to effectively evaluate information for the 154171 Funds in the complex in a focused, disciplined manner.

In 2004, JPMorgan Chase & Co. merged with Bank One Corporation to form JPMorgan Chase & Co. Since July 1, 2004, JPMIM and its affiliates have actively taken steps to integrate the fund operations acquired through these transactions to the greatest extent possible. The current Nominees were originally nominated as directors for the Fund in anticipation of the Fund’s 2009 annual shareholder meeting. As indicated in the 2009 proxy, the election of a single Board for the Fund and the J.P. Morgan Funds was designed to create operational efficiencies for the Fund and recognized the experience of the Nominees in serving on Boards of registered investment companies. The Governance Committee also considered the operational efficiencies achieved by having a single

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Board for the Fund and the other registered investment companies overseen by the Adviser and its affiliates as well as

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the extensive experience of certain nominees in serving on Boards for registered investment companies advised by subsidiaries or affiliates of Bank One Corporation and/or JPMorgan Chase & Co. and/or Bank One Corporation (known as “heritage J.P. Morgan Funds” or “heritage One Group Mutual Funds”).

In reaching its conclusion that each Nominee who was a member of the Board prior to December 31, 2012 should serve as a Director of the Fund and, with respect to Mr. Ruebeck and Mr. Schonbachler, their nomination to stand for election by holders of the ARPS voting as a separate class, the Board also considered the following additional specific qualifications, contributions and experience of each of thesuch Nominees:

William J. Armstrong.  Mr. Armstrong has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 1987. Mr. Armstrong is currently a member of the Audit and Valuation Committee and is the Fund’s Audit Committee Financial Expert. He also served as Chairman of the Audit and Valuation Committee until February 2012. In connection with his duties to the Audit and Valuation Committee, Mr. Armstrong has participated in the appointment of the Fund’s independent accountants, the oversight of the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Fund’s securities by the Adviser, overseeing the quality and objectivity of the Fund’s independent audit and the financial statements of the Fund, and acting as a liaison between the Fund’s independent registered public accounting firm and the full Board. Mr. Armstrong also serves on the Money Market and Alternative Investment Sub-Committee.

John F. Finn.  Mr. Finn has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1998. Until February 12, 2013, Mr. Finn also servesserved on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, Mr. Finn has participated in the appointment of the Fund’s independent accountants, the oversight of the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Fund’s securities by the Adviser, overseeing the quality and objectivity of the Fund’s independent audit and the financial statements of the Fund, and acting as a liaison between the Fund’s independent registered public accounting firm and the full Board. Mr. Finn also serves onas a member of the Equity Investment Sub-Committee.Investments Sub-Committee and the Governance Committee.

Dr. Matthew Goldstein.  Dr. Goldstein has served as the Chairman of the Board since January 2013 and on the J.P. Morgan Funds Board since 2005 and2005. Dr. Goldstein was a member of the heritage J.P. Morgan Funds Board since 2003. Dr. Goldstein serves as a memberthe Chairman of the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees/Directors, periodic review of the compensation payable to the Trustees/Directors, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Fund, or J.P. Morgan Funds, the Adviser or the non-interested Trustees,Directors, oversight of regulatory issues or deficiencies affecting the Fund, or J.P. Morgan Funds, oversight of the Fund’s risk management processes of the Fund and J.P. Morgan Funds, and oversight and review of matters with respect to service providers to the Fund and J.P. Morgan Funds.Fund. Dr. Goldstein also servespreviously served as the Chairman of the Money Market and Alternative Products Investment Sub-Committee.

Robert J. Higgins.  Mr. Higgins has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 2002. Until February 6, 2013, Mr. Higgins servesserved on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, Mr. Higgins has participated in the appointment of the Fund’s independent accountants, the oversight of the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Fund’s securities by the Adviser, overseeing the quality and objectivity of the Fund’s independent audit and the financial statements of the Fund and acting as a liaison

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between the Fund’s independent registered public accounting firm and the full Board. Mr. Higgins also serves as Chairman of the Equity Investment Sub-Committee and is a member of the Compliance Committee.

Frankie D. Hughes.  Ms. Hughes has served on the Board since 2008. Until February 6, 2013, Ms. Hughes was a member of the Fixed Income Investment Sub-Committee. Ms. Hughes is also a member of the Compliance Committee. As a member of the Compliance Committee, she has participated in the oversight of the Fund’s compliance with legal and regulatory and contractual requirements and compliance policies and procedures. Ms. Hughes is also a member of the Money Market and Alternative Products Investment Sub-Committee.

Peter C. Marshall.  Mr. Marshall has served on the J.P. Morgan Funds Board since 2005 and is currently Vice Chairman. Mr. Marshall was also the Chairman of the heritage One Group Mutual Funds Board, serving as a member

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of such Board since 1985. Mr. Marshall was also an Audit Committee Financial Expert for the heritage One Group Mutual Funds. Mr. Marshall serves as a member of the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees/Directors, periodic review of the compensation payable to the Trustees/Directors, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Fund, or J.P. Morgan Funds, the Adviser or the non-interested Trustees/Directors, oversight of regulatory issues or deficiencies affecting the Fund, or J.P. Morgan Funds, oversight of the Fund’s risk management processes of the Fund and J.P. Morgan Funds, and oversight and review of matters with respect to service providers to the Fund and J.P. Morgan Funds.Fund. Mr. Marshall also serves as a member of the Money Market and Alternative Products Investment Sub-Committee.

Marilyn McCoyMcCoy.  .  Ms. McCoy has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1999. Ms. McCoy is the Chairman of the Compliance Committee. As a member of the Compliance Committee, she has participated in the oversight of the Fund’s and the J.P. Morgan Funds’ compliance with legal and regulatory and contractual requirements and compliance policies and procedures. Ms. McCoy also serves as a member of the Equity Investment Sub-Committee.

William G. Morton, Jr.  Mr. Morton has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 2003. Mr. Morton also serves as a member of the Governance Committee. As a member of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees/Directors, periodic review of the compensation payable to the Trustees/Directors, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Fund, or J.P. Morgan Funds, the Adviser or the non-interested Trustees/Directors, oversight of regulatory issues or deficiencies affecting the Fund, or J.P. Morgan Funds, oversight of the Fund’s risk management processes of the Fund and J.P. Morgan Funds, and oversight and review of matters with respect to service providers to the Fund and J.P. Morgan Funds.Fund. Mr. Morton also serves on the Equity Investment Sub-Committee.

Dr. Robert A. Oden Jr.  Dr. Oden has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1997. Dr. Oden is a member of the Fixed Income Investment Sub-Committee. Currently, the Fixed Income Investment Sub-Committee is responsible for 37 fixed income funds including the Fund. Dr. Oden iswas also a member of the Compliance Committee. As a member of the Compliance Committee, he has participated in the oversight of the Fund’s and the J.P. Morgan Funds’ compliance with legal and regulatory and contractual requirements and compliance policies and procedures.

Fergus Reid III.  Mr. Reid Dr. Oden is Chairman of the Board of the Fund. Mr. Reid has also served as the Chairman of the J.P. Morgan Funds Board since 2005 and was Chairman of the heritage J.P. Morgan Funds Board, serving as a member of such Board since 1987. Mr. Reid is the Chairman of the Governance Committee. As Chairman of the Governance Committee, he has participated in the selection and nomination of persons for election or appointment as Trustees/Directors, periodic review of the compensation payable to the Trustees/Directors, review and evaluation of the functioning of the Board and its committees, oversight of any ongoing litigation affecting the Fund or J.P. Morgan Funds, the Adviser or the non-interested Trustees/Directors, oversight of regulatory issues or deficiencies affecting the Fund or J.P. Morgan Funds, oversight of the risk management processes of the Fund and J.P. Morgan Funds, and oversight and review of matters with respect to service providers to the Fund and J.P. Morgan Funds.

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Frederick W. Ruebeck.  Mr. Ruebeck has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage One Group Mutual Funds Board since 1994. Mr. Ruebeck is the Chairman of the Fixed Income Investment Sub-Committee. Currently, the Fixed Income Investment Sub-Committee is responsible for 37 fixed income funds including the Fund. Mr. Ruebeck also serves on the Audit and Valuation Committee. As a member of the Audit and Valuation Committee, Mr. Ruebeck has participated in the appointment of the Fund’s independent accountants, the oversight of the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Fund’s securities by the Adviser, overseeing the quality and objectivity of the Fund’s independent audit and the financial statements of the Fund, and acting as a liaison between the Fund’s independent registered public accounting firm and the full Board. Mr. Ruebeck also serves on the Preferred Shares Committee.

James J. Schonbachler.  Mr. Schonbachler has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 2001. Mr. Schonbachler is a member of the Fixed Income Investment Sub-Committee. Currently, the Fixed Income Investment Sub-Committee is responsible for 37 fixed income funds including the Fund. Mr. Schonbachler also serves on the Audit and Valuation Committee and was appointed as Chairman of the Audit and Valuation Committee effective February 16, 2012.Committee. In connection with his duties to the Audit and Valuation Committee, Mr. Schonbachler has participated in the appointment of the Fund’s independent accountants, the oversight of the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Fund’s securities by the Adviser, overseeing the quality and objectivity of the Fund’s independent audit and the financial statements, of the Fund, and acting as a liaison between the Fund’s independent registered public accounting firm and the full Board. Mr. Schonbachler also serves on the Preferred Shares Committee.

Frankie D. Hughes.  Ms. Hughes has served on the J.P. Morgan Funds Board since 2008. Ms. Hughes is a member of the Fixed Income Investment Sub-Committee. Currently, the Fixed Income Investment Sub-Committee is responsible for 37 fixed income funds including the Fund. Ms. Hughes is also a member of the Compliance Committee. As a member of the Compliance Committee, she has participated in the oversight of the Fund and the J.P. Morgan Funds’ compliance with legal and regulatory and contractual requirements and compliance policies and procedures.

Leonard M. Spalding, Jr.  Mr. Spalding has served on the J.P. Morgan Funds Board since 2005 and was a member of the heritage J.P. Morgan Funds Board since 1998. Mr. Spalding is the Chairman of the Investments Committee. Mr. Spalding is also a member of the Compliance Committee. As a member of the Compliance Committee, he has participated in the oversight of the Fund’s and the J.P. Morgan Funds’ compliance with legal and regulatory and contractual requirements and compliance policies and procedures.

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Additional Information concerning the Nominees.  Each Nominee has consented to being named in this proxy statement and has agreed to serve as a director of the Fund if elected; however, should any nominee become unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Board may recommend. There are no family relationships among the Nominees. The address for each of the Nominees is 270 Park Avenue, New York, New York 10017. The Governance Committee has concluded that each Nominee designated as non-interested would qualify as an “independent” director for purposes of NYSE AmexMKT Company Guide 805A.803A.

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The following tables settable sets forth information concerning the Nominees.

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Fund Shares Owned by Directors/Nominees

The following table sets forth, for each Nominee, the dollar range of equity shares beneficially owned in the Fund as of December 31, 2011.2012. The information as to beneficial ownership is based on statements furnished to the Fund by each Nominee. Beneficial ownership means having directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, a direct or indirect pecuniary interest in shares of the Fund, and includes shares of the Fund held by members of the person’s immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted. Each Nominee’s individual beneficial shareholdings of the Fund constitute less than 1% of the outstanding shares of the Fund.

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Board Leadership Structure and Oversight.

Mr. Reid, an independent director, serves asThe Board has structured itself in a manner that allows it to effectively perform its oversight function. The Chairman of the Board. Patricia Maleski serves as President of the Fund. Ms. MaleskiBoard is not a director. The Chairman’s role is separated from that of the President to allow the Board to function independently from the Adviser in the exercise of the Board’s fiduciary duty to the Fund and its shareholders. In this respect, Mr. Reid’s experience as Chairman of the J.P. Morgan Funds Board as well as his independence from the Adviser and its affiliatesan independent Director, which allows him to carry out his leadership duties as Chairman with objectivity.

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In addition, the Board has adopted a committee structure that allows it to effectively perform its oversight function for the 154171 Funds in the J.P. Morgan Funds complex. As described under “Qualifications of Nominees” and “Additional Information About Committees and Board Meetings,” the Board has five committees: the Investments Committee, the Audit and Valuation Committee, the Compliance Committee, the Governance Committee, and the Preferred Shares Committee. The Investments Committee has three sub-committees: an Equity Investment Sub-Committee, a Money Market and Alternative Products Investment Sub-Committee, and a Fixed Income Investment Sub-Committee. The Board has determined that the leadership and committee structure is appropriate for the Fund and allows the Board to effectively and efficiently evaluate issues that impact the J.P. Morgan Funds as a whole as well as issues that are unique to the Fund.

The Board and the Committees take an active role in risk oversight including the risks associated with registered investment companies including investment risk, compliance and valuation. The Governance Committee oversees and reports to the Board on the risk management processes for the Fund. In addition, in connection with its oversight, the Board receives regular reporting from the Chief Compliance Officer (CCO), the Adviser, the Administrator, and the internal audit department of JPMorgan Chase & Co. The Board also

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receives periodic reporting from the Chief Risk Officer of J.P. Morgan Asset Management¹ (“JPMAM”) including reporting concerning operational controls that are designed to address market risk, credit risk, and liquidity risk among others. The Board also receives regular reporting from personnel responsible for JPMAM’s business resiliency and disaster recovery.

In addition, the Board and its Committees work on an ongoing basis in fulfilling the oversight function. At each quarterly meeting, the Board receives a report from the Fixed Income Investment Sub-Committee which, in turn, meets with representatives of the Adviser as well as an independent consultant to review and evaluate the ongoing performance of the Fund. The Board also receives a report from the Audit and Valuation Committee at each of its quarterly meetings. The Audit and Valuation Committee is responsible for oversight of the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies, assisting the Board in its oversight of the valuation of the Fund’s securities by the Adviser, overseeing the quality and objectivity of the Fund’s independent audit and the financial statements of the Fund, and acting as a liaison between the Fund’s independent registered public accounting firm and the full Board. The Compliance Committee is responsible for oversight of the Fund’s compliance with legal, regulatory and contractual requirements and compliance with policy and procedures. The Governance Committee is responsible for, among other things, oversight of matters relating to the Fund’s corporate governance obligations and risk management processes, Fund service providers and litigation. The Preferred Shares Committee allows the Fund to quickly respond to issues unique to the ARPS, particularly issues associated with maintaining the asset coverage requirements applicable to the ARPS. At each quarterly meeting, each of the Governance Committee, the Audit and Valuation Committee and the Compliance Committee report their committee proceedings to the full Board. This Committee structure allows the Board to efficiently evaluate a large amount of material and effectively fulfill its oversight function. Annually, the Board considers the efficiency of this committee structure.

Additional Information About Committees and Board Meetings

The Audit and Valuation Committee is composed entirely of directors who are not “interested persons” of the Fund, the Fund’s investment adviser or its affiliates as that term is defined in the 1940 Act (the “Audit Committee”). The current members of the Audit Committee are Messrs. Schonbachler (Chairman), Armstrong, Finn, Higgins,Merin and Ruebeck.Ruebeck and Ms. Martinez. The purposes of the Audit and Valuation Committee are to: (i) appoint and determine compensation of the Fund’s independent accountants; (ii) evaluate the independence of the Fund’s independent accountants; (iii) oversee the performance of the Fund’s audit, accounting and financial reporting policies, practices and internal controls and valuation policies; (iv) approve non-audit services, as required by the

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statutes and regulations administered by the SEC, including the 1940 Act and the Sarbanes-Oxley Act of 2002; (v) assist the Board in its oversight of the valuation of the Fund’s securities by the Adviser;Adviser, as well as any sub-adviser; (vi) oversee the quality and objectivity of the Fund’s independent audit and the financial statements of the Fund; (vii) act as a liaison between the Fund’s independent registered public accounting firm and the full Board; and (vii) perform specific responsibilities as required by NYSE AmexMKT rules.

The Audit and Valuation Committee operates pursuant to a written charter, which was most recently amended on February 16, 2012. A copy of the Audit and Valuation Charter is attached as Appendix 1. The report of the Audit Committee, as approved on February 21, 2012,2013, is attached to this proxy statement as Appendix 2.

The Governance Committee is composed entirely of directors who are not “interested persons” of the Fund, the Fund’s investment adviser or its affiliates as that term is defined in the 1940 Act. The Governance Committee functions as the Nominating Committee and Compensation Committee with respect to the Fund for purposes of

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Sections 804 and 805 of the NYSE AmexMKT Company Guide. The members of the Governance Committee are Messrs. ReidGoldstein (Chairman), Goldstein,Finn, Marshall, Morton and Morton.Oden. The Governance Committee operates pursuant to a written charter (the “Governance Committee Charter”), which was last amended on February 16, 2012. A copy of the Governance Committee Charter is attached as Appendix 3. The duties of the Governance Committee include, but are not limited to, (i) selection and nomination of persons for election or appointment as Directors; (ii) periodic review of the compensation payable to the non-interested Directors; (iii) establishment of non-interested Director expense policies; (iv) periodic review and evaluation of the functioning of the Board and its committees; (v) selection of independent legal counsel to the non-interested Directors and legal counsel to the Fund; (vi) oversight of ongoing litigation affecting the Fund, the Adviser or the non-interested Directors; (vii) oversight of regulatory issues or deficiencies affecting the Fund (except financial matters considered by the Audit Committee); (viii) oversight of the risk management processes for the Fund; and (ix) oversight and review of matters with respect to service providers to the Fund (except the Fund’s independent registered public accounting firm).

When evaluating a person as a potential nominee to serve as an Independent Director, the Governance Committee may consider, among other factors, (i) whether or not the person is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Director; (iii) the contribution that the person can make to the Board and the Fund, with consideration being given to the person’s business experience, education and such other factors as the Committee may consider relevant; (iv) the character and integrity of the person; (v) the desirable personality traits, including independence, leadership and the ability to work with the other members of the Board; and (vi) to the extent consistent with the 1940 Act, such recommendations from management as are deemed appropriate.

The process of identifying nominees involves the consideration of candidates recommended by one or more of the following: current Independent Directors, officers, shareholders and other sources that the Governance Committee deems appropriate. Shareholders can submit recommendations in writing to the attention of the Secretary of the Fund at 270 Park Avenue, New York, New York 10017.

The Governance Committee will consider and evaluate candidates submitted by shareholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. Although the Board does not have a specific policy with respect to diversity, the Governance Committee will consider the extent to which potential candidates possess sufficiently diverse skill sets and diversity characteristics that would contribute to the Board’s overall effectiveness. The Governance Committee periodically reviews the role of the Governance Committee and the charter and makes recommendations to the Non-interestednon-interested Directors with respect thereto.

The members of the Compliance Committee are Ms. McCoy (Chairman) and, Ms. Hughes, Ms. Pardo and Messrs. Oden and Spalding.Mr. Higgins. The primary purposes of the Compliance Committee are to (i) oversee the Fund’s compliance with

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legal and regulatory and contractual requirements and the Fund’s compliance policies and procedures; and (ii) consider the appointment, compensation and removal of the Fund’s Chief Compliance Officer.

Each member of the Board, except Mr. Reid,Dr. Goldstein, serves on the Investments Committee and Mr. Spalding acts as Chairperson.Committee. The Investments Committee has three sub-committees divided by asset type and different members of the Investments Committee serve on the sub-committee with respect to each asset type. The Fixed Income Investment Sub-Committee is responsible for the Fund. The Fixed Income Investment Sub-Committee members are Messrs. Ruebeck (Chair), Oden and Schonbachler and Ms. Hughes.Martinez. The function of the Investments Committee and the Fixed Income Investment Sub-Committee is to assist the Board in the oversight of the investment management services

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provided by the Adviser. The primary purpose of the Fixed Income Investment Sub-committee is to (i) assist the Board in its oversight of the investment management services provided by the Adviser to the Fund; and (ii) review and make recommendations to the Investments Committee and/or the Board, concerning the approval of proposed new or continued advisory services for the Fund. The full Board may delegate to the Investments Committee from time to time the authority to make Board level decisions on an interim basis when it is impractical to convene a meeting of the full Board. The Fixed Income Investment Sub-committee receives reports concerning investment management topics, concerns or exceptions with respect to the FundsFund that the sub-committee is assigned to oversee, and works to facilitate the understanding by the Investments Committee and the Board of particular issues related to investment management of Fund reviewed by the sub-committee.

The Board has a Preferred Shares Committee. The members of the Preferred Shares Committee are Messrs. Ruebeck and Schonbachler. The Preferred Shares Committee, among other things, reviews proposals for the Fund to redeem ARPS in the event that the officers of the Fund determine from time to time that the Fund will not be able to sustain compliance with the Asset Coverage Tests.

The current Board was re-elected on April 27, 2011. For the fiscal year ended December 31, 2011,2012, the Board met eightsix times. The Audit and Valuation Committee held four meetings during 2011.2012. The Fixed Income Investment Sub-Committee met five times during 2011.2012. The Governance Committee met four times during 2011.2012. The Preferred Shares Committee met once in 2011.2012. The Compliance Committee met four times during 2011.2012. The Board does not have a formal policy regarding director attendance at the Fund’s annual meetings. Each DirectorNominee that was on the Board prior to December 31, 2012 attended at least 75% of the aggregate of the total number of meetings of the Board and Committee on which he or she serves. There were no directors in attendance at the Fund’s 20112012 annual meeting of shareholders.

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Officers of the Fund

The officers of the Fund are elected by and hold office at the discretion of the Board. The following table sets forth information concerning each executive officer of the Fund as well as the Chief Compliance Officer and the Secretary.

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Compensation of Directors and Officers

For the fiscal year ended December 31, 2011,2012, the Fund paid each director who is not an employee of the Fund’s investment adviserAdviser or any corporate affiliate of the adviserAdviser as follows:

Name and Position		Aggregate Compensation From the Fund1				Aggregate Compensation From the Fund Complex2
Non-Interested Director
William J. Armstrong		$	86			$	325,000
John F. Finn		$	74			$	275,000	(a)
Dr. Matthew Goldstein		$	86			$	325,000
Robert J. Higgins		$	86			$	325,500	(b)
Marilyn McCoy		$	86			$	325,000
Peter C. Marshall		$	94			$	350,000
William G. Morton, Jr.		$	74			$	275,000
Dr. Robert A. Oden, Jr.		$	74			$	275,000	(c)
Fergus Reid III		$	135			$	500,000	(d)
Frederick W. Ruebeck		$	86			$	325,000	(e)
James J. Schonbachler		$	75			$	277,083	(f)
Interested Director
Frankie D. Hughes*		$	74			$	275,000
Leonard M. Spalding, Jr.**		$	86			$	325,000	(g)

Director Compensation

(1)	The Fund does not offer any pension or retirement plan benefits to its directors or officers.

(2)	“Fund Complex” comprisesPrior to January 1, 2013, the Fund and the 153 J.P. Morgan Funds.

*	Ms. Hughes is treated as an “interested person” based on the portfolio holdings of clients of Hughes Capital Management, Inc.

**	Mr. Spalding is treated as an “interested person” due to his ownership of JPMorgan Chase & Co. stock.

(a)	Includes $275,000 of Deferred Compensation.

(b)	Includes $325,000 of Deferred Compensation.

(c)	Includes $82,500 of Deferred Compensation.

(d)	Includes $100,000 of Deferred Compensation.

(e)	Includes $130,000 of Deferred Compensation.

(f)	Includes $2,083 as compensation for acting as the assistant to the Audit and Valuation Committee Chairman.

(g)	Includes $325,000 of Deferred Compensation.

The Funds of the J.P. Morgan Funds Complex which includesoverseen by the Fund (collectively,Directors paid each Director an annual fee of $275,000 and reimbursed each Director for expenses incurred in connection with service as a Director. Beginning January 1, 2013, the “J.P.Funds of the J.P. Morgan Funds”)Funds Complex overseen by the Directors pay each Director an annual fee of $275,000$315,000 and reimburse each Director for expenses incurred in connection with service as a Director. In addition, the Funds of the J.P. Morgan Funds Complex overseen by the Directors pay the Chairman $225,000, the Vice Chairman $75,000, and from December 1, 2011 through February 29, 2012, paid the assistant to the Audit and Valuation Committee Chairman $6,250. The Chairman and Vice Chairman receive no additional compensation for service as committee or sub-committee chairmen. Committee chairs and sub-committee chairs who are not already receiving an additional fee are each paid $50,000. The Directors may hold various other directorships unrelated to the J.P. Morgan Funds. TheFunds Complex. For the year ended December 31, 2012, the J.P. Morgan Funds bearbore expenses related to administrative and staffing services provided to the former Chairman, in lieu of establishing an office of the former Chairman, in the amount of $6,000 per month.

Director aggregate compensation paid by the Fund and the J.P. Morgan Funds Complex for the calendar year ended December 31, 2012, is set forth below:

Name of Director		Pacholder Fund				Total Compensation Paid from the Fund Complex(1)
Independent Directors
John F. Finn		$	68			$	275,000	(4)
Dr. Matthew Goldstein			80				325,000
Robert J. Higgins			80				325,000	(5)
Peter C. Marshall			87				350,000
Mary E. Martinez(2)			0	^			45,833	(2)
Marilyn McCoy			80				325,000

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Name of Director		Pacholder Fund				Total Compensation Paid from the Fund Complex(1)
Mitchell M. Merin(2)		$	0	^		$	45,833	(2)
William G. Morton, Jr.			68				275,000
Dr. Robert A. Oden, Jr.			68				275,000	(6)
Marian U. Pardo(3)			0	^			45,833	(3)
Frederick W. Ruebeck			80				325,000	(7)
James J. Schonbachler			79				320,833	(8)
Interested Director Not Affiliated With The Adviser
Frankie D. Hughes			68				275,000

^	Amount rounds to less than $1.

(1)

A Fund Complex means two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Directors currently serves includes eleven registered investment companies (171 Funds), including JPMMFG which liquidated effective November 29, 2012 and is in the process of winding up its affairs.

(2)	Ms. Martinez and Mr. Merin became members of the Board of Directors effective January 1, 2013. Compensation includes amounts paid prior to becoming a Director for attendance at Board meeting and service as a Director nominee.

(3)	Ms. Pardo became a member of the Board of Directors effective February 1, 2013. Compensation includes amounts paid prior to becoming a Director for attendance at Board meeting and as a Director nominee.

(4)	Includes $275,000 of Deferred Compensation.

(5)	Includes $325,000 of Deferred Compensation.

(6)	Includes $27,500 of Deferred Compensation.

(7)	Includes $130,000 of Deferred Compensation.

(8)	Includes $64,167 of Deferred Compensation.

The officers of the Fund receive no direct remuneration from the Fund except, the Fund, along with the other J.P. Morgan Funds, make reimbursement payments, on a pro-rata basis, to the Fund’s Administrator for a portion of the fees associated with the Office of the Fund’s CCO. The Fund’s other officers are compensated by affiliates of JPMorgan Chase & Co. for services rendered to the Fund.

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Procedures for Communications to the Board

The Board has adopted a process for shareholders to send communications to the Board. To communicate with the Board or an individual director, a shareholder must send written communications to 270 Park Avenue, New York, New York 10017, addressed to the Board of Directors of Pacholder High Yield Fund, Inc., Attention: Frank Nasta, Secretary or the individual director. All shareholder communications received in accordance with this process will be forwarded to the Board or the individual director.

Required Vote

Under the Fund’s charter, the holders of the outstanding shares of ARPS, voting as a separate class, are entitled to elect two directors and the holders of the outstanding shares of Common Stock and ARPS, voting together as a single class, are entitled to elect the remaining directors of the Fund. The Board has nominated Mr. Ruebeck and Mr. Schonbachler for election by holders of the ARPS and the remainder of the Nominees for election by the holders of the Common Stock and ARPS. The directors will be elected by a plurality of the votes cast at the meeting, provided that a quorum is present. Votes to withhold authority will not be considered votes cast for this purpose. It is expected that proxies for the election of directors will be voted at the meeting.

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THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES LISTED ABOVE.

OTHER BUSINESS

The management of the Fund knows of no other business that may come before the Annual Meeting. If any additional matters are properly presented at the meeting, the persons named in the accompanying proxy, or their substitutes, will vote such proxy in accordance with their best judgment on such matters.

INFORMATION CONCERNING THE ADVISER, THE ADMINISTRATOR, CUSTODIAN, FUND

ACCOUNTANT AND SECURITIES LENDING AGENT

J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, NY 10017 serves as the Fund’s investment adviser. JPMorgan Funds Management, Inc., 1111460 Polaris Parkway, Columbus,Westerville, OH 4324043082 serves as the Fund’s administrator. JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NY 10017 serves as the Fund’s custodian, fund accountant, and securities lending agent. J.P. Morgan Funds Management, Inc., JPMorgan Chase Bank, N.A. and J.P. Morgan Investment Management Inc. are indirect wholly owned subsidiaries of JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017-2070.10017. The Fund paid $166,173$149,748 during the fiscal year ended December 31, 20112012 to JPMorgan Funds Management, Inc. for administrative services. The Fund paid JPMorgan Chase Bank, N.A. $76,285$64,149 for custody and fund accounting services for the fiscal year ended December 31, 2011.2012. The Fund did not participate in securities lending for the fiscal year ended December 31, 2011.2012.

INFORMATION CONCERNING THE INDEPENDENT AUDITORS

The Board has selected PricewaterhouseCoopers LLP (“PwC”) as the independent auditors for the Fund for the fiscal year ending December 31, 2012.2013. PwC will also prepare the Fund’s federal and state income tax returns and provide certain permitted non-audit services. PwC, in accordance with Public Company Accounting Oversight Board Rule 3526, has confirmed to the Audit and Valuation Committee that they are independent auditors with respect to the Fund. The Audit and Valuation Committee has considered whether the provision by PwC to the Fund of non-audit services to the Fund or of professional services to the Fund’s investment adviser

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and entities that control, are controlled by or are under common control with the adviser is compatible with maintaining PwC’s independence and has discussed PwC’s independence with them. Representatives of PwC are not expected to be present at the Annual Meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. PwC served as the Fund’s independent auditors for the fiscal years ended December 31, 20102011 and 2011.2012.

Audit Fees

The aggregate fees billed by PwC for professional services rendered for the audit of the Fund’s annual financial statements for the fiscal years ended December 31, 20102011 and 20112012 were $70,000 and $70,000,$89,500, respectively.

Audit-Related Fees

The aggregate fees billed by PwC for professional services rendered reasonably related to the performance of the audit or review of the Fund’s financial statements for the fiscal years ended December 31, 20102011 and 2011 2012

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were $20,900$30,800 and $20,800,$25,600, respectively. Audit-related fees include amounts for attestation services for semi-annual financial statements and examinations performed pursuant to Rule 17f-2 under the Investment Company Act of 1940.

Tax Fees

The aggregate fees billed by PwC for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 20102011 and 20112012 were $9,400$13,250 and $13,250,$15,900, respectively. Tax fees include amounts for tax compliance, tax planning and tax advice.

All Other Fees

There were no fees billed by PwC for professional services rendered for services other than audit and audit-related services, and tax compliance, tax advice and tax planning for the fiscal years ended December 31, 20102011 and 2011.2012.

The aggregate non-audit fees billed by PwC for professional services rendered to the Fund, the Fund’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser for the fiscal years ended December 31, 20102011 and December 31, 20112012 were $32$33.6 million and $28.5$31.6 million, respectively. Such fees were for attest services and agreed-upon procedures not required by statute or regulation, which address accounting, reporting and control matters. Such fees also included tax return compliance, tax advice regarding routine business transactions primarily related to private equity activities and other tax services. The Fund’s Audit and Valuation Committee has considered whether the provision of non-audit services that were rendered to the Fund’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Fund that were not pre-approved is compatible with maintaining PwC’s independence.

Pursuant to the Fund’s Audit and Valuation Committee Charter and written policies and procedures for the pre-approval of audit and non-audit services (the “Pre-approval Policy”), the Audit and Valuation Committee has pre-approved all audit and non-audit services performed by PwC for the Fund. In addition, the Audit and Valuation Committee pre-approves PwC’s engagement for non-audit services with the Fund’s investment adviser and any service affiliate, if the engagement relates directly to the operations and financial reporting of the Fund. The Pre-approval Policy lists a number of audit and non-audit services that have been approved by the Audit and Valuation Committee, or which are not subject to pre-approval under applicable regulations (the “Pre-approval

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List”). The Audit and Valuation Committee annually reviews and pre-approves the services that may be provided by PwC without obtaining additional specific pre-approval of the individual services. All other audit and non-audit services not on the Pre-approval List must be specifically pre-approved by the Audit and Valuation Committee. One or more members of the Audit and Valuation Committee may be appointed as the Committee’s delegate for the purposes of considering whether to approve such services. The Audit and Valuation Committee’s responsibilities to pre-approve services performed by the independent public registered accounting firm are not delegated to management.management

SOLICITATION OF PROXIES

In addition to solicitation by mail, solicitations on behalf of the Board of Directors may be made by telephone. Certain officers and regular agents of the Fund, who will receive no additional compensation for their services, may use their efforts, by telephone or otherwise, to request the return of proxies. The costs of the Annual Meeting, including the costs of preparing, assembling, mailing and transmitting proxy materials and of

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soliciting proxies on behalf of the Board, will be borne by the Fund. The Fund will reimburse, upon request, broker-dealers and other custodians, nominees and fiduciaries for their reasonable expenses of sending proxy solicitation materials to beneficial owners.

SECTION 16(a) BENEFICIAL OWNER REPORTING COMPLIANCE

Based upon a review of copies of the forms received by the Fund, all directors and officers of the Fund, and any person who owns more than 10% of the Fund’s outstanding securities and certain required officers of the Adviser have filed on a timely basis with the SEC the reports of beneficial ownership of Fund shares required by Section 16(a) of the Exchange Act except for late Forms 3 and 4 relating to the Fund’s most recently concluded fiscal year ended on December 31, 2011 as set forth on Exhibit B.2012, except that Mr. James Shanahan had one late Form 4 filing relating to three transactions.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Fund’s 20132014 annual meeting of shareholders, a shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act must be received at the Fund’s principal office c/o the Secretary of the Fund no later than the close of business November 1, 2012.2013. Written notice of a shareholder proposal submitted outside of the processes of Rule 14a-8 must be delivered to the Fund’s principal office c/o the Secretary of the Fund no later than the close of business on December 1, 20122013 and no earlier than on November 1, 2012.2013. In order to be included in the Fund’s proxy statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee that such proposal will be included.

SHAREHOLDER REPORTS

The Fund’s Annual Report for the fiscal year ended December 31, 20112012 may be obtained without charge by calling the Fund toll free at 1-888-294-8217 or by writing to Pacholder High Yield Fund, Inc.,270 Park Avenue, New York, New York 10017, Attention Matthew Plastina, Assistant Treasurer. To reduce expenses and conserve natural resources, a single copy of the proxy will be sent to individual shareholders who share a residential address, provided they have the same last name or the Fund reasonably believes they are members of the same family. If you would like to receive a separate copy of the proxy without charge, please call the Fund toll free at 1-888-294-8217 or write the Fund at: Pacholder High Yield Fund, Inc., 270 Park Avenue, New York, New York 10017, Attention Frank Nasta, Secretary.

 

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Appendix 1

J.P. MORGAN FUNDS

AUDITAND VALUATION COMMITTEE CHARTER

(As Amended February 2012)

ORGANIZATION AND MEMBERSHIP

There shall be a committee of the Boards of Trustees* (the “Boards”) of the J.P. Morgan Funds, including the Pacholder High Yield Fund, Inc., (the “Funds”) to be known as the Audit and Valuation Committee (the “Committee”). The Committee shall be composed of Trustees who: (1) are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); (2) do not accept, directly or indirectly, any compensation from the Funds or its affiliates except compensation for services as a member of the Boards or Committees of the Boards; and (3) are independent as defined in the NYSE Amex Company Guide 803A and satisfy the requirements of NYSE Amex Company Guide 803B(2). Each member shall be free of any relationship that would interfere with their exercise of independent judgment as a Committee member. Each member of the Committee must be “financially literate” that is; be able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement.

The Chairman of the Boards shall determine the number of Committee members, which shall be at least three members, and shall nominate the members of the Committee, and shall appoint the Chairperson of the Committee, subject to the approval of the full Boards. The Chairperson of the Committee shall set the agenda for, and preside at, each meeting of the Committee and shall engage in such other activities on behalf of the Committee as shall be determined from time to time by the Committee or as is consistent with current practice.

VALUATION

There Committee shall be charged with assisting the Boards in their oversight of the valuation of Funds’ securities by the Adviser to the Funds (in the context of this Charter, the term Adviser may include any sub-Adviser), and such other duties as shall be determined by the Chairman of the Boards, subject to the approval of the full Boards. The Committee hereby delegates authority to any member of the Committee to respond to inquires on valuation matters and participate in fair valuation determinations that occur between meetings of the Committee and such valuation decisions shall be reported to and ratified by the Committee at a subsequent meeting.

The Committee shall consult with and report to the Audit Committee and the Chairman of the Boards. The Boards or the Audit Committee may establish subcommittees of the Audit Committee as they determine appropriate.

MEETINGS

The Committee shall meet periodically, but at least twice per year, either on its own or in conjunction with meetings of the Boards of the Funds, and from time to time as necessary. Meetings of the Committee may be held in person, by video conference or by conference telephone. Where appropriate, the Committee may take action by unanimous written consent in lieu of a meeting.

*	The term “Board of Trustees” also refers to “Board of Directors” and the term “Trustee” also refers to “Director.”

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REPORTING

The Committee Chairperson shall report to the Boards of Trustees on the results of the Committee’s reviews and make such recommendations as the Committee has approved. The Committee will keep minutes of its meetings

*	The term “Board of Trustees” also refers to “Board of Directors” and the term “Trustee” also refers to “Director.”

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and will make such minutes available to the full Boards of Trustees for review. Members of the Committee who make valuation decisions between Committee meetings shall report such decisions to the full Committee at a subsequent meeting following any valuation consultation.

PURPOSES

The primary purposes of the Committee are (1) appointment, retention, compensation, and oversight of the Funds’ independent accountants; (2) oversight of the performance of the Funds’ audit, accounting and financial reporting policies, practices and internal controls; (3) approval of non-audit services, as required by the statutes and regulations administered by the Securities and Exchange Commission (the “Commission”), including the 1940 Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes Act”); and (4) oversight of compliance with the requirements of Regulation S-K and the NYSE Amex applicable to the Pacholder High Yield Fund, Inc.

Audit

The Committee will oversee the quality and objectivity of the Funds’ independent audit and the financial statements of the Funds, act as a liaison between the Boards of Trustees and the Funds’ independent accountants and periodically report to the Boards of Trustees. In performing its duties, the Committee shall have unrestricted access to each Fund’s independent accountants and executive and financial management of the Funds, and such other resources as it may deem appropriate. The independent accountant shall report directly to the Committee.

The existence and activities of the Committee shall not relieve management of any responsibilities to maintain appropriate systems for accounting, internal control and internal audit, nor the Funds’ independent accountants of their responsibilities under applicable professional and legal standards.

Valuation

The Boards have adopted certain valuation procedures and have delegated to the Adviser the responsibility for the day-to-day operational aspects of the valuation process. In those instances where the valuation procedures require the action of the Boards, any member of the Committee shall act in lieu of the full Boards with respect to those instances where it may be impracticable or impossible to hold meetings of the entire Boards. Any such interim actions taken by a Committee member with respect to valuation shall be submitted to the full Boards for ratification at the next scheduled meeting of the full Boards.

The Committee shall consult with independent counsel to the Trustees so that they may be apprised of regulatory developments affecting valuation issues.

FINANCIAL EXPERTS

The Committee shall recommend to the Board that the Board designate one or more Committee members as “Audit Committee Financial Experts” (“ACFE”). Such person(s) shall also be presumed to be “financially sophisticated” as required by NYSE Amex Company Guide 803B(2). In recommending that a person be designated an ACFE, the Committee shall consider the factors prescribed by Section 407 of the Sarbanes Act, relevant regulations of the Commission, and such other factors as the Committee deems relevant.

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A Committee member designated as ACFE shall not be subject to a different or higher degree of individual responsibility, care or obligation than other members of the Committee. The designation of one or more Committee members as ACFE shall not alter or decrease the duties and obligations of members of the Committee not so designated.

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RESPONSIBILITIES

The Committee shall have the following responsibilities:

 

Approve the appointment and compensation of the Funds’ independent accountants.

 

Evaluate the independence of the independent accountants, taking into consideration, among other things, whether the independent accountants provide any consulting, audit and other services to the manager, the administrator, the distributor, or their affiliates, and receive the independent accountants’ specific representations as to their independence. In connection with the evaluation of their independence, the independent accounting firm shall make a written report to the Committee, in such detail as the Committee may require, regarding all services the firm has provided or proposes to provide to the Funds’ Adviser, administrator, distributor, or their affiliates. It is a responsibility of the Committee to engage actively in a dialogue with the independent accountants with respect to any disclosed relationship or service that may impact the objectivity and independence of the accountants and to take, or recommend that the full Board take, appropriate action to oversee independence of auditors.

 

Review the arrangements for and scope of the annual audit of the Funds.

 

Review the Funds’ financial statements contained in the annual and other periodic reports to shareholders with Fund management and the independent accountants, and determine whether the independent accountants are satisfied with the disclosure and content of the annual financial statements. In addition, the Committee should obtain representations from Fund management as to its assessment of the adequacy of accounting policies and procedures.

 

Review the final drafts of the Pacholder High Yield Fund, Inc.’s annual financial statements, discuss with management and the independent accountants and decide whether to recommend that the financial statements be included in such Fund’s annual report.

 

Prepare an audit committee report as required by Item 306 of Regulation S-K to be included in the proxy statements relating to the election of directors with respect to the Pacholder High Yield Fund, Inc.

 

Meet with independent counsel for the Independent Trustees and Fund Counsel in order to be informed on legal issues having the possibility of impacting the financial reporting process. This would include items of industry-wide importance and internal issues such as litigation.

 

Review the form of opinion the independent accountants propose to render to the Board and shareholders.

 

Meet periodically with the independent accountants in executive session.

 

Receive reports regarding the state of financial and audit compliance and audit compliance procedures.

 

Receive reports of the Adviser regarding the state of the Funds’ internal controls and, in the presence of the independent accountants, discuss these reports with management.

 

The Chairman and at least one other Committee member shall participate in reviews of the financial statements for the Funds prior to distribution to shareholders and shall report to the Committee on such reviews.

 

Oversee the implementation of the Funds’ valuation policies by the Adviser and recommend and approve changes in the Funds’ valuation policies from time to time; and

 

3

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To review and act on such other matters as referred to the Committee by the Governance Committee or the Boards.

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Periodically, as the Committee deems appropriate, the Committee shall:

 

Consider the effect of any changes in accounting principles or practices proposed by management or the independent accountants.

 

Consider and pre-approve any non-audit services to be provided by the independent accountants to the Funds or to the Funds’ Adviser or “Service Affiliates” (if the service provided by the independent accountant to that Service Affiliate relates directly to the operations and financial reporting of the Funds) and the fees to be charged for such non-audit services. For purposes of this Audit Committee Charter, Service Affiliates include any entity controlling, controlled by, or under common control with the Funds’ Adviser that provides ongoing services to the Funds.

 

Review the scope of any internal audits to be performed that impact the operations and financial reporting of the Funds and any related findings of the internal auditors.

 

Review, as necessary, the impact of any material valuation events on the Funds’ financial statements.

 

Undertake such other investigations and consider such other matters of a financial nature including comments by the Securities and Exchange Commission or any other regulators (of the Adviser or the Funds) as the Committee deems appropriate.

 

Review with the Adviser any comments or criticisms from the Commission or any other regulators related to the financial statements of the Funds as brought to the attention of the Committee and establish procedures, to the extent necessary, for monitoring the resolution of such issues.

 

Maintain procedures (a summary of which is attached hereto as Exhibit A) for the confidential, anonymous submission by employees and officers of the Funds, their affiliates, or any other provider of accounting related services of concerns or complaints regarding any accounting, internal audit controls or audit matter and the retention of records related to the retention and treatment of such concerns in accordance with the requirements of the Sarbanes Act and to address reports from attorneys or auditors of possible violation of federal or state law or fiduciary duty.

 

Establish procedures (a copy of which is attached hereto as Exhibit B) for the receipt, retention, and treatment of complaints received by the Pacholder High Yield Fund, Inc., its investment Adviser, administrator, or any other provider of accounting services related to the Fund, internal accounting controls, or auditing matters.

RELIANCE ON SERVICE PROVIDERS

The Adviser shall inform the Committee of matters requiring Committee oversight as required in this Charter. The Committee may rely on management and other service providers to supply information reasonably necessary for the Committee to carry out its responsibilities. The Chairman of the Committee shall be responsible for assuring that each item that is a responsibility of the Committee shall be placed on the agenda of the Committee for at least one meeting during each year.

INDEPENDENT COUNSEL OR ADVISERS

The Committee is authorized to engage independent counsel or other Advisers to assist it in carrying out its responsibilities. The costs of engaging independent counsel or other Advisers will be borne by the Funds.

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ANNUAL REVIEW

The Committee shall review and reassess the adequacy of this Charter at least once per year.

4

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AMENDMENTS

The Board may amend this Charter by a vote, including a vote of a majority of the Independent Trustees.

LIMITS ON COMMITTEE RESPONSIBILITY

The Committee is not responsible for either the preparation of the financial statements or the auditing of the financial statements. Management of the Funds has the responsibility for preparing the financial statements and implementing internal controls, and disclosure controls and procedures, and the independent accountants have the responsibility for auditing the financial statements. The independent accountants also will consider the internal control over financial reporting for the purpose of determining the nature, timing and extent of their audit procedures; any material weaknesses or significant deficiencies identified during the audit will be communicated to the Committee. The review of the financial statements by the Committee is not of the same scope or quality as the audit performed by the independent auditors.

The responsibilities of the Committee do not include reviews of the valuation and calculation of the net asset value of any of the Funds, as this responsibility is central to the oversight role of the Boards as a whole. In addition, subject to the general oversight responsibility of the Boards, day-to-day responsibility for valuation decisions on behalf of the Funds has been delegated to the Advisor. Accordingly, neither the Committee nor its individual members are in any way responsible for the day-to-day operational aspects of the valuation process.

 

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Appendix 2

PACHOLDER HIGH YIELD FUND, INC.

(the “Fund”)

AUDIT AND VALUATION COMMITTEE REPORT

The Audit and Valuation Committee (the “Audit Committee”) of the Board of Directors of the Fund met on February 21, 20122013 to review the Fund’s audited financial statements for the fiscal year ended December 31, 2011.2012. The Audit Committee operates pursuant to a charter last amended February 16, 2012, that sets forth the roles of the Fund’s management, independent auditors, the Board of Directors and the Audit Committee in the Fund’s financial reporting process. Pursuant to the charter, the Fund’s management is responsible for the preparation, presentation and integrity of the Fund’s financial statements, internal controls, and for the procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors for the Fund are responsible for planning and carrying out proper audits and reviews. The role of the Audit Committee is to assist the Board of Directors in its oversight of the financial reporting process by, among other things, reviewing the scope and results of the Fund’s annual audit with the Fund’s independent auditors and recommending the initial and ongoing engagement of such auditors.

In performing its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with the Fund’s management and its independent auditors, PricewaterhouseCoopers LLP. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Statement on Auditing Standards No. 61 and has received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1. The Audit Committee also has discussed the independence of PricewaterhouseCoopers LLP with PricewaterhouseCoopers LLP.

Members of the Audit Committee rely without independent verification on the information provided and the representations made to them by management and PricewaterhouseCoopers LLP. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles and policies or appropriate internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not guarantee that the audit of the Fund’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that PricewaterhouseCoopers LLP is in fact “independent.”

Based upon this review and related discussions, and subject to the limitations on the role and responsibilities of the Audit Committee set forth above and in the charter, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Fund’s Annual Report for the year ended December 31, 2011.2012.

This report has been approved by all of the members of the Audit Committee (whose names are listed below), each of whom has been determined to be independent pursuant to Section 121(A) of the listing standards of803A the NYSE Amex.MKT Company Guide.

Submitted by the Audit Committee of the Fund’s Board of Directors.

 

/s/ William J. ArmstrongJames Schonbachler		/s/ John F. FinnMitchell Merin		/s/ Robert J. HigginsMary Martinez
William J. ArmstrongJames Schonbachler		John F. FinnMitchell Merin		Robert J. HigginsMary Martinez
/s/ Frederick W.Fred Ruebeck		/s/ James J. Schonbachler
Frederick W.Fred Ruebeck		James J. Schonbachler

As Approved on February 21, 20122013

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Appendix 3

JPMORGAN FUNDS

GOVERNANCE COMMITTEE CHARTER

(As Amended February 2012)

ORGANIZATION

There shall be a committee of the Boards of Trustees* (the “Boards”) of the JPMorgan Funds, including the Pacholder High Yield Fund, Inc., (the “Funds”) to be known as the Governance Committee (the “Committee”). With respect to the Pacholder High Yield Fund, Inc., the Governance Committee shall function as the Nominating Committee and Compensation Committee for purposes of Sections 804 and 805 of the NYSE Amex Company Guide. The Committee shall be composed solely of Trustees who are not “interested persons” of the Funds as defined by the Investment Company Act of 1940, as amended, and who are independent as defined in the NYSE Amex Company Guide 803A and satisfy the requirements of NYSE Amex Company Guide 803B(2) (“Independent Trustees”). The Chairman of the Boards shall determine the number of Committee members, shall nominate the members of the Committee and shall appoint the Chairperson of the Committee, subject to the approval of the full Boards. The Chairperson of the Committee shall set the agenda for, and preside at, each meeting of the Committee and shall engage in such other activities on behalf of the Committee as shall be determined from time to time by the Committee.

MEETINGS

The Committee may meet either on its own or in conjunction with meetings of the Boards. Meetings of the Committee may be held in person, by video conference or by conference telephone. Where appropriate, the Committee may take action by unanimous written consent in lieu of a meeting.

RESPONSIBILITIES

The duties of the Committee are:

 

to select and nominate persons for election or appointment as Trustees including Independent Trustees and Trustees who are interested persons of the Funds (i) as additions to the Boards, (ii) to fill vacancies which, from time to time, may occur in the Boards, (iii) for election by the Funds’ shareholders at meetings called for the election of Trustees, including the Pacholder High Yield Fund, Inc.’s annual meeting, and (iv) for election by holders of preferred shares of the Pacholder High Yield Fund, Inc. voting as a separate class;

 

to review from time to time the compensation payable to the Trustees and to make recommendations to the Boards with respect thereto;

 

to establish Trustee expense policies;

 

to review and evaluate from time to time the functioning of the Boards and the various committees of the Boards and to make recommendations to the Boards with respect thereto;

 

to consider and recommend the appointment or removal of the Funds’ Senior Officer;

 

to consider and approve the compensation of the Funds’ Senior Officer;

to approve the retention and compensation of consultants, experts or staff as may be reasonably necessary to assist the Senior Officer in the performance of his or her duties;

 

 

*	The term “Board of Trustees” also refers to “Board of Directors” and the term “Trustee” also refers to “Director”.

 

1

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to approve the retention and compensation of consultants, experts or staff as may be reasonably necessary to assist the Senior Officer in the performance of his or her duties;

to receive compliance reports from the Funds’ Senior Officer at regular meetings of the Committee and, as necessary, between meetings of the Boards;

 

to select independent legal counsel to the Independent Trustees and recommend the retention of such counsel to the Independent Trustees;

 

to select legal counsel to the Funds and recommend the retention of such counsel to the Board of Trustees and to provide ongoing monitoring of counsel’s fees;

 

to consult with independent counsel for the Independent Trustees so that the Committee may be apprised of regulatory developments affecting governance issues;

 

to oversee and report to the Boards on the risk management processes for the Funds;

 

to oversee on going civil litigation affecting the Funds, the Adviser or the Board of Trustees;

 

to oversee regulatory issues or deficiencies affecting the Funds (except with respect to financial matters considered by the Audit Committee);

 

to establish and revise, as appropriate, a Trustee Investment Policy concerning Trustee investments in the Funds;

 

to oversee and review matters with respect to service providers to the Funds (except with respect to auditors);

 

to review from time to time shareholder correspondence to the Boards; and

 

to select and recommend continuing education and industry seminars; and

 

to review and act upon such other matters as are referred to the Committee by the Boards.

NOMINATION OF TRUSTEES

After a determination by the Committee that a person should be nominated as an additional Trustee, or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a Trustee position on any of the Boards, the Committee shall nominate a person for appointment by a majority of the members of the Boards to add to the Boards or to fill the vacancy. Prior to a meeting of the shareholders of the Funds called for the purpose of electing Trustees, the Committee shall nominate one or more persons for election as Trustees at such meeting.

Evaluation by the Committee of a person as potential nominee to serve as a Trustee should include (but need not be limited to):

 

upon advice of independent legal counsel to the Boards, whether or not a person being considered for nomination as an Independent Trustee is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee of the Funds;

 

whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee;

 

the contribution which the person can make to the Boards and the Funds, with consideration being given to the person’s business experience, education and such other factors as the Committee may consider relevant;

 

the character and integrity of the person;

 

desirable personality traits of the individual including independence, leadership and the ability to work with the other members of the Boards; and

 

2

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consistent with the Investment Company Act of 1940, as amended (the “1940 Act”), the Committee may consider recommendations from management in its evaluation process as it deems appropriate.

2

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The Committee shall review nominees recommended to the Board by shareholders and shall evaluate such nominees in the same manner as it evaluates nominees identified by the Committee.

As long as any Class of any Fund is subject to any provision of the 1940 Act and/or any rule or regulation adopted thereunder that requires that the selection and nomination of the Independent Trustees of a Fund be limited solely to the discretion of the Independent Trustees, the Committee shall comply with such requirements.

In seeking out potential nominees and in nominating persons to serve as Independent Trustees of the Funds, the Committee shall not discriminate against any person based on his or her race, religion, national origin, sex, physical disability and other factors not relevant to the person’s ability to serve as an Independent Trustee.

REVIEW OF COMPENSATION

At least annually, the Committee shall review and recommend the amount of compensation payable to the Independent Trustees and other Trustees who are not employees of any adviser or principal underwriter of any Fund and report its findings and recommendation to the Boards. Compensation shall be based on the responsibilities and duties of the Independent Trustees and such other Trustees and the time required to perform these duties. The Committee shall also make recommendations to the Boards regarding matters related to compensation, including deferred compensation plans, expense reimbursement policies and policies for the Independent Trustees and such other Trustees, and shall monitor any and all such policies and deferred compensation plans.

EVALUATION FACTOR

The Committee shall consider, be responsible for and implement any periodic self-evaluation process of the Boards and all committees of the Boards.

SELECTION OF COUNSEL

The Committee shall consider and oversee the selection of independent legal counsel to the Independent Trustees in accordance with Rule 0-1(a)(6) under the 1940 Act and shall recommend such counsel to the Independent Trustees. In making such selection the Committee will examine and monitor such legal counsel’s client relationships in order to ascertain continued independence.

SHAREHOLDER COMMUNICATIONS

The Committee will review shareholder correspondence to the Boards. Shareholders wishing to send communications to any of the Boards or specific members of such Boards will be directed to submit communications only in written form. All such shareholder communications should clearly identify the specific Boards or specific Board members to which each communication is directed and should be sent to the attention of the Trust’s Secretary, at 270 Park Avenue, New York, New York 10017 in the first instance. The Trust’s Secretary will maintain a copy of any such communication and promptly forward each such communication to the Committee no less frequently than monthly. The Committee will periodically review such communications and determine how to respond. Other Trustees will receive, no less frequently than quarterly, a summary of all shareholders communications received during the prior quarter, which summary shall specifically identify the substance of all such communications.

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REVIEW OF COMMITTEE AND CHARTER

The Committee shall periodically review the role of the Committee and this Charter and make recommendations to the Independent Trustees with respect thereto.

MAINTENANCE OF CHARTER

Each Fund shall maintain and preserve in an easily accessible place a copy of the Committee Charter established for the Fund and any modification to the Charter.

 

34

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EXHIBIT A

PRINCIPAL SHAREHOLDERS OF THE FUND†

As of February 15, 2012,13, 2013, the following persons were the owners of more than 5% of the outstanding shares of the following classes of shares of the Fund. Shareholders indicated with an (*) below hold greater than 25% of the class of shares indicated and therefore may be deemed to be “controlling persons” of the Fund:

 

Title of Class		Name of Beneficial Ownership		Amount and Nature of Beneficial Ownership		Percent of Class
Auction Rate Preferred Shares		Citigroup Global Markets Inc. Citigroup Financial Products Inc. Citigroup Global Markets Holdings Inc. Citigroup Inc. (collectively, “Citigroup”)*		939 shares as of December 31, 20091 Broker Dealer and Parent Company or Control Person			54.6	%1
Auction Rate Preferred Shares		Morgan Stanley Morgan Stanley & Co. Incorporated (collectively, “Morgan Stanley”)*		483 Shares as of December 31, 20092 Broker Dealer and Parent Company or Control Person			28.1	%2
Common Stock		First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation (collectively, “First Trust”)		644,345 shares as of December 31, 20113Broker Dealer, Investment Adviser and Parent Company or Control Person			5.0	%3

 

 

†	Ownership information for those persons who own 5% or more of a class of our outstanding shares is based upon Schedule 13 filings made with the Securities and Exchange Commission.

 

(1)	The following information is based on a Schedule 13G filed by Citigroup on February 3, 2010. The address of Citigroup is 388 Greenwich Street, New York, NY 10013 except for Citigroup Inc. for which the address is 399 Park Avenue, New York, NY 10043.

 

(2)	The following information is based on a Schedule 13G filed by Morgan Stanley on February 12, 2010. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036.

 

(3)	The following information is based on a Schedule 13G filed by First Trust on January 20, 2012. The address of First Trust is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.

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EXHIBIT B

SECTION 16(a) BENEFICIAL OWNER REPORTING COMPLIANCE

Late Forms Relating to the Fund’s Most Recently Concluded Fiscal Year

Filing Person		Number of Late Reports and Number of Related Transactions
Matthew Plastina		One Form 3
Joseph Parascondola		One Form 3
Jeffrey Reedy		One Form 3
James P. Shanahan, Jr.		One Form 4, relating to nine transactions
William J. Morgan		One Form 4, relating to one transaction

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

				Your Proxy Vote is important!EASY VOTING OPTIONS:
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PROXY		PACHOLDER HIGH YIELD FUND, INC.		PROXY
		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
		To be held on April 25, 201224, 2013		PROXY

Common Stock, $.01 Par Value

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints James E. Gibson, Wendy S. Setnicka, Joy C. Dowd and Matthew J. Plastina, and each of them, as proxies with power of substitution, and hereby authorizes each of them to represent and to vote as designated on the reverse side, all the shares of Common Stock, par value $.01 per share, of Pacholder High Yield Fund, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on April 25, 2012,24, 2013, and at any adjournments thereof.

Receipt of the Notice of Annual Meeting of Shareholders dated February 29, 2012March 1, 2013 and the accompanying Proxy Statement, which describes the matters to be considered and voted on, is hereby acknowledged. This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournments thereof.

VOTE VIA THE INTERNET: www.proxy-direct.com
							VOTE VIA THE TELEPHONE: 1-800-337-3503 VOTE VIA THE INTERNET: www.proxy-direct.com
				999 9999 9999 999
								Please sign exactly as your name appears on this Proxy. An executor, administrator, trustee or guardian should sign as such. If more than one trustee, all should sign, ALL JOINT OWNERS MUST SIGN. If a corporation, please provide the full name of the corporation and the name of the authorized officer signing on its behalf.
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				Signature
				Signature (if held jointly)PHY_24305_012413_A

PLEASE BE SURE TO SIGN AND DATE THIS PROXY AND RETURN USING THE ENCLOSED ENVELOPE PROVIDED.

		,  2012
				Date                                                                      PHY_23274_011212_A

PLEASE BE SURE TO SIGN AND DATE THIS PROXY AND RETURN USING THE ENCLOSED ENVELOPE  PROVIDED.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials

for the Pacholder High Yield Fund, Inc. Shareholder Meeting to Be Held on April 25, 2012.24, 2013.

The Proxy Statement and Annual Report for this meeting are available at:https://www.proxy-direct.com/phy23274phy-24305

Please detach at perforation before mailing.

The Board of Directors recommends a voteFOR the listed nominees.

PLEASE MARK VOTES AS IN THIS EXAMPLE:    n¢

 

1.

Election of Directors:

FOR

WITHHOLD

FOR ALL EXCEPT

01.  Fergus Reid, III John F. Finn

02.  William J. Armstrong Dr. Matthew Goldstein

03.  John F. Finn Robert J. Higgins

¨

¨

¨

04.  Dr. Matthew Goldstein Frankie D. Hughes

05.  Robert J. Higgins Peter C. Marshall

06.  Peter C. Marshall

07. Marilyn McCoy

08. William G. Morton, Jr.

09. Dr. Robert A. Oden, Jr.

10. Frankie D. Hughes

11. Leonard M. Spalding, Jr. Mary E. Martinez

07.  Marilyn McCoy

08.  Mitchell M. Merin

09.  William G. Morton, Jr.

10.  Dr. Robert A. Oden, Jr.

11.  Marian U. Pardo

To withhold your vote for any nominee(s), mark the “For All Except” box and write the nominee’s number on the line provided below.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY AND RETURN USING THE ENCLOSED ENVELOPE PROVIDED.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY AND RETURN USING THE ENCLOSED ENVELOPE  PROVIDED.

PHY_23274_011212_APHY_24305_012413_A

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				It’s Easy! Just follow these simple steps:
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Please detach at perforation before mailing.

 

PROXY		PACHOLDER HIGH YIELD FUND, INC.			PROXY
		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
		To be held on April 25, 201224, 2013				PROXY

Series W Auction Rate Cumulative Preferred Stock, $.01 Par Value

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints James E. Gibson, Wendy S. Setnicka, Joy C. Dowd and Matthew J. Plastina, and each of them, as proxies with power of substitution, and hereby authorizes each of them to represent and to vote as designated on the reverse side, all the shares of Series W Auction Rate Cumulative Preferred Stock, par value $.01 per share, of Pacholder High Yield Fund, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on April 25, 2012,24, 2013, and at any adjournments thereof.

Receipt of the Notice of Annual Meeting of Shareholders dated February 29, 2012March 1, 2013 and the accompanying Proxy Statement, which describes the matters to be considered and voted on, is hereby acknowledged. This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournments thereof.

VOTE VIA THE INTERNET: www.proxy-direct.com
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								Please sign exactly as your name appears on this Proxy. An executor, administrator, trustee or guardian should sign as such. If more than one trustee, all should sign, ALL JOINT OWNERS MUST SIGN. If a corporation, please provide the full name of the corporation and the name of the authorized officer signing on its behalf.
Signature
Signature (if held jointly)
Date
				Signature
				Signature (if held jointly)PHY_24305_012413_B

		, 2012
				Date                                                                          PHY_23274_011212_B

PLEASE BE SURE TO SIGN AND DATE THIS PROXY AND RETURN USING THE ENCLOSED ENVELOPE PROVIDED.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials

for the Pacholder High Yield Fund, Inc. Shareholder Meeting to Be Held on April 25, 2012.24, 2013.

The Proxy Statement and Annual Report for this meeting are available at:https://www.proxy-direct.com/phy23274phy-24305

Please detach at perforation before mailing.

The Board of Directors recommends a voteFOR the listed nominees.

PLEASE MARK VOTES AS IN THIS EXAMPLE:    n¢

 

1.

Election of Directors:

FOR

WITHHOLD

FOR ALL EXCEPT

01.  Fergus Reid, III John F. Finn

02.  William J. Armstrong Dr. Matthew Goldstein

03.  John F. Finn Robert J. Higgins

¨

¨

¨

04.  Dr. Matthew Goldstein Frankie D. Hughes

05.  Robert J. Higgins Peter C. Marshall

06.  Peter C. Marshall Mary E. Martinez

07.  Marilyn McCoy

08.  Mitchell M. Merin

09.  William G. Morton, Jr.

09. Dr. Robert A. Oden, Jr.

10.  Frankie D. Hughes Dr. Robert A. Oden, Jr.

11.  Leonard M. Spalding, Jr. Marian U. Pardo

12.  Frederick W. Ruebeck

13.  James J. Schonbachler

To withhold your vote for any nominee(s), mark the “For All Except” box and write the nominee’s number on the line provided below.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY AND RETURN USING THE ENCLOSED ENVELOPE PROVIDED.

PHY_23274_011212_BPHY_24305_012413_B