UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-05639
Pacholder High Yield Fund, Inc.
(Exact name of registrant as specified in charter)
| | |
245 Park Avenue New York, NY | | 10167 |
|
(Address of principal executive offices) | | (Zip code) |
Frank J. Nasta
245 Park Avenue
New York, NY 10167
(Name and Address of Agent for Service)
Registrant’s telephone number, including area code: (513) 985-3200
Date of fiscal year end: December 31
Date of reporting period: January 1, 2009 through June 30, 2009
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
PACHOLDER HIGH YIELD FUND, INC.
Directors and Officers
| | |
Fergus Reid, III Chairman and Director William J. Armstrong Director John F. Finn Director Dr. Matthew Goldstein Director Robert J. Higgins Director Frankie D. Hughes Director Peter C. Marshall Director Marilyn McCoy Director William G. Morton, Jr. Director | | Robert A. Oden, Jr. Director Frederick W. Ruebeck Director James J. Schonbachler Director Leonard M. Spalding, Jr. Director George C.W. Gatch President Robert L. Young Senior Vice President Patricia A. Maleski Vice President, Chief Administrative Officer and Treasurer Stephen M. Ungerman Chief Compliance Officer Frank J. Nasta Secretary |
Investment Objective
A closed-end fund seeking a high level of total return
through current income and capital appreciation by
investing primarily in high-yield, fixed income securities
of domestic companies.
Investment Advisor
J.P. Morgan Investment Management Inc.
Administrator
JPMorgan Funds Management, Inc.
Custodian
JPMorgan Chase Bank, N.A.
Transfer Agent
Computershare Investor Services, LLC
Legal Counsel
Ropes & Gray LLP
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Independent Directors’ Counsel
Kramer Levin Naftalis & Frankel LLP
Executive Offices
Pacholder High Yield Fund, Inc.
245 Park Avenue
New York, NY 10167
Shareholder Services
(877) 217-9502
Please visit our web site, www.phf-hy.com, for information on the Fund’s NAV, share price, news releases, and SEC filings. We created this site to provide stockholders quick and easy access to the timeliest information available regarding the Fund.
This report is for the information of stockholders of Pacholder High Yield Fund, Inc. It is not a prospectus, offering circular or other representation intended for use in connection with the purchase or sale of shares of the Fund or any securities mentioned in this report.
PACHOLDER HIGH YIELD FUND, INC.
SEMI-ANNUAL REPORT
JUNE 30, 2009
(UNAUDITED)
PACHOLDER HIGH YIELD FUND, INC.
(Unaudited)
Dear Stockholders:
Second Quarter and Semi-annual Review
Despite concerns about the economic recovery in mid-June amid rising mortgage rates and gasoline prices, high-yield bond markets managed to trade higher for the fifth time in the last six months. A surprising positive in 2009 has been the dramatic increase in the ability of high-yield issuers to access the market for funds. In response to strong demand for income and an increased appetite for total return during the first half of 2009, high-yield issuers managed to raise $60 billion of capital, 39% ahead of the first six months of 2008.
For the quarter ended June 30, 2009, the Pacholder High Yield Fund, Inc. (the “Fund”) returned 42.35%, based on Net Asset Value (NAV), compared to the 20.21% return of the Credit Suisse High Yield Index, Developed Countries Only (the “Index”), and the 25.45% average total return of the Morningstar Closed-End High Yield Category. Year to date, the Fund returned 54.54%, based on NAV, compared to the 27.23% return of the Index and the 27.21% average total return of the Morningstar Closed-End High Yield Category.
The Fund’s relative outperformance in the second quarter and six-month period was due primarily to the leverage obtained through its Auction-Rate Preferred Shares (ARPS). Other contributors to outperformance included the media/telecommunication, information technology and financial market segments. Performance in the services, housing, and metals/minerals segments detracted from overall performance.
According to Moody’s, the global speculative grade, issuer-based default rate hit a seven-year high at the end of May, reaching 10.10%. In its June 2009 Default Report, Moody’s predicted that the global default rate will peak at 12.8% in the fourth quarter of 2009 and decline to 6.0% by the end of June next year.
The Fund was well diversified at the end of the reporting period, with investments in 356 securities in 60 industries. As of June 30, 2009, the Fund’s largest industry sector concentration was in media, which accounted for 10.2% of its market value. For the quarter, the average price of the index rose 13.99 points from 63.66 to 77.65, the average yield (calculated to the worst call date) dropped 477 basis points (bps) from 17.09% to 12.32% and the spread over the comparable Treasury tightened 519 bps from 1,500 bps to 981 bps. For the six months ended June 30, 2009, the average price of the index rose 16.06 points from 61.59 to 77.65, the average yield dropped 663 bps from 18.95% to 12.32% and the spread over the comparable Treasury tightened 726 bps from 1,707 bps to 981 bps.
Auction Rate Preferred Shares and Dividend
Since February 2008, most auctions for preferred shares of closed-end funds and auction-rate securities of other issuers failed. The weekly auction for the ARPS failed since February 13, 2008. Since that time, a number of broker-dealers announced that they will offer to repurchase auction-rate securities from certain of their clients. Any action taken by the Fund to provide liquidity to the ARPS must be in the best interest of the Fund as a whole. The Fund has not been able to identify financing to redeem the ARPS that satisfies this requirement. As indicated below, the Fund made two voluntary redemptions totaling 920 shares of the 2,640 outstanding shares of the ARPS. To the extent that the Fund determines that additional redemptions are in the best interest of the Fund as a whole, we will post additional information on the Fund’s website and keep shareholders informed.
On November 26, 2008, the Fund announced that it was not permitted to pay the November monthly dividend on December 9, 2008, because the Fund’s asset coverage was less than 200% for its ARPS. The Fund also indicated that it would be unable to resume the declaration and payment of dividends until the asset coverage requirements were met. During December, the Fund issued notices to redeem 920 shares of ARPS, allowing the Fund to resume the declaration and payment of monthly dividends. The Fund declared a dividend of $0.13 on December 11, 2008, consisting of $0.075 in lieu of the cancelled November dividend and $0.055 for the December dividend.
Since January 2009, the Fund has paid a monthly dividend of $0.055. The Board of Directors has authorized the Fund to pay a monthly dividend of $0.055 subject to the Fund’s compliance with its asset coverage requirements. It is expected that the Fund would redeem additional shares of ARPS to the extent necessary for the Fund to maintain an asset coverage of at least 200% for the ARPS after payment of all dividends. As of June 30, 2009, the Fund’s asset coverage was 279%.
In the event that the Fund does not meet its asset coverage requirements and is not able to declare or pay a dividend, shareholders will be notified. The Fund has posted question and answers on the Fund’s website at www.phf-hy.com, which is intended to provide shareholders with additional information concerning asset coverage requirements and the impact that such requirements have on the ability to declare and pay dividends.
Fund Strategy
During the period, signs of the economy bottoming presented the opportunity to selectively add credit volatility in lower-rated and more
PACHOLDER HIGH YIELD FUND, INC.
(Unaudited)
cyclical issuers that we believed had staying power in an environment of prolonged weak credit fundamentals. However, we believe that investors should be selective, even at current spreads and prices.
As always, we appreciate your interest in the Fund and look forward to your continued support.
Sincerely,

George C.W. Gatch
President
The performance quoted is past performance and is not a guarantee of future results. Closed-end funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown.
J.P. Morgan Asset Management is the marketing name for the asset management businesses of JPMorgan Chase & Co. Those businesses include, but are not limited to, J.P. Morgan Investment Management, Inc., JPMorgan Investment Advisors, Inc., Security Capital Research & Management Incorporated and J.P. Morgan Alternative Asset Management, Inc.
Securities rated below investment grade are called “high-yield bonds,” “non-investment grade bonds,” “below investment-grade bonds,” or “junk bonds.” They generally are rated in the fifth or lower rating categories of Standard & Poor’s and Moody’s Investors Service. Although these securities tend to provide higher yields than higher-rated securities, there is a greater risk that the Fund’s share value will decline. Because this Fund primarily invests in bonds, it is subject to interest rate risks. Bond prices generally fall when interest rates rise.
Opinions and estimates offered constitute our judgment and are subject to change without notice, as are statements of financial market trends, which are based on current market conditions. We believe the information provided here is reliable, but do not warrant its accuracy or completeness. This material is not intended as an offer or solicitation for the purchase or sale of any financial instrument. The views and strategies described may not be suitable for all investors. This material has been prepared for informational purposes only, and is not intended to provide, and should not be relied on for, accounting and legal or tax advice. References to future returns are not promises or even estimates of actual returns a client portfolio may achieve. Any forecasts contained herein are for illustrative purposes only and are not to be relied upon as advice or interpreted as a recommendation.
Portfolio Holdings Availability
No sooner than 10 days after the end of each month, the Fund’s uncertified complete schedule of its portfolio holdings will be available on its website (www.phf-hy.com). In addition, the Fund files its certified, complete schedule of its portfolio holdings with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Qs are available, without charge, on the SEC’s website at www.sec.gov. The Fund’s Form N-Qs may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
No sooner than 10 calendar days after the end of each month, the Fund’s top 10 holdings as of the last day of each month, as well as certain other fund facts and statistical information, will also be available on the Fund’s website.
PACHOLDER HIGH YIELD FUND, INC.
(Unaudited)
Figure 1

| | | | | | | | |
Total Return ** | | Net Asset Value (NAV) | | | Market Price | |
Six Months# | | | 54.54 | % | | | 52.88 | % |
1 Year | | | (15.15 | )% | | | (26.13 | )% |
5 Year | | | 3.41 | % | | | 0.99 | % |
10 Year | | | 3.69 | % | | | 2.41 | % |
Price per share at June 30, 2009 | | $ | 5.95 | | | $ | 5.23 | |
| | | | | | | | |
** | | Total returns assume the reinvestment off all dividends and capital gains, if any. Total returns shown are average annual returns unless otherwise noted. |
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
CORPORATE BONDS — 121.8% | | | | | | |
ADVERTISING — 0.2% | | | | | | |
Interpublic Group of Cos., Inc., Private Placement, 10.000%, 07/15/172 | | $ | 150 | | $ | 151,125 | | 0.2 | % |
| | | | | | | | | |
AEROSPACE & DEFENSE — 0.2% | | | | | | |
DigitalGlobe, Inc., Private Placement, Sr Nt, 10.500%, 05/01/142 | | | 125 | | | 129,375 | | 0.2 | |
| | | | | | | | | |
AIRLINES — 3.2% | | | | | | |
American Airlines, Inc., Nt, 3.363%, 10/18/093,9 | | | 236 | | | 214,059 | | 0.3 | |
American Airlines, Pass Through Trust 1991, Collateral Trust Notes, Series 91A2, 10.180%, 01/02/139 | | | 1,054 | | | 674,442 | | 0.9 | |
American Airlines, Pass Through Trust 1991, Private Placement, Nt, Series 91B2, 10.320%, 07/30/142,9 | | | 670 | | | 335,137 | | 0.4 | |
Continental Airlines, Inc., 9.000%, 07/08/16 | | | 200 | | | 200,000 | | 0.3 | |
Continental Airlines, Inc., Pass Thru Cert, Series ERJ1, 9.798%, 04/01/2110 | | | 1,457 | | | 947,336 | | 1.2 | |
Delta Air Lines, Inc., 8.300%, 12/15/291,4 | | | 1,145 | | | 8,015 | | 0.0 | 12 |
10.125%, 05/15/101,4 | | | 500 | | | 3,500 | | 0.0 | 12 |
UAL Pass Through Trust, Series 2007-1, Private Placement, Nt, VAR, 3.361%, 07/02/142,9 | | | 177 | | | 69,188 | | 0.1 | |
7.336%, 07/02/192 | | | 89 | | | 46,261 | | 0.0 | 12 |
| | | | | | | | | |
| | | | | | 2,497,938 | | 3.2 | |
AUTO COMPONENTS — 0.2% | | | | | | |
Delphi Corp., 7.125%, 05/01/291,4 | | | 725 | | | 906 | | 0.0 | 12 |
Tenneco, Inc., Series B, 10.250%, 07/15/13 | | | 146 | | | 138,335 | | 0.2 | |
| | | | | | | | | |
| | | | | | 139,241 | | 0.2 | |
AUTOMOBILES — 0.6% | | | | | | |
Ford Holdings LLC, 9.300%, 03/01/30 | | | 112 | | | 66,080 | | 0.1 | |
9.375%, 03/01/20 | | | 150 | | | 88,500 | | 0.1 | |
Ford Motor Co., Nt, 9.980%, 02/15/47 | | | 125 | | | 65,000 | | 0.1 | |
General Motors Corp., Series B, 5.250%, 03/06/32 | | | 4 | | | 11,000 | | 0.0 | 12 |
General Motors Corp., Debentures, 6.750%, 05/01/281,4 | | | 50 | | | 6,000 | | 0.0 | 12 |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
AUTOMOBILES (continued) | | | | | | |
8.100%, 06/15/241,4 | | $ | 1,725 | | $ | 202,688 | | 0.2 | % |
8.375%, 07/15/331,4,6 | | | 450 | | | 57,375 | | 0.1 | |
| | | | | | | | | |
| | | | | | 496,643 | | 0.6 | |
BEVERAGES — 0.7% | | | | | | |
Constellation Brands, Inc., Sr Nt, 8.375%, 12/15/14 | | | 390 | | | 390,975 | | 0.5 | |
FBG Finance Ltd., Private Placement, (Australia), 5.125%, 06/15/152 | | | 175 | | | 163,935 | | 0.2 | |
| | | | | | | | | |
| | | | | | 554,910 | | 0.7 | |
BROADCASTING & CABLE TV — 0.1% | | | | | | |
Adelphia Communications Corp., 6.000%, 02/15/061,4 | | | 125 | | | 12 | | 0.0 | 12 |
Adelphia Communications Corp., Sr Nt, 8.125%, 07/15/031,4 | | | 750 | | | 14,063 | | 0.0 | 12 |
9.375%, 11/15/091,4 | | | 560 | | | 10,500 | | 0.0 | 12 |
Adelphia Recovery Trust, Contingent Value 12/31/491,4 | | | 1,297 | | | 38,907 | | 0.1 | |
| | | | | | | | | |
| | | | | | 63,482 | | 0.1 | |
BUILDING PRODUCTS — 0.2% | | | | | | |
AMH Holdings, Inc., Sr Nt, 11.250%, 03/01/147 | | | 400 | | | 176,000 | | 0.2 | |
| | | | | | | | | |
CHEMICALS — 3.2% | | | | | | |
PolyOne Corp., Nt, 8.875%, 05/01/1210 | | | 1,750 | | | 1,470,000 | | 1.9 | |
Sterling Chemicals, Inc., 10.250%, 04/01/15 | | | 350 | | | 318,500 | | 0.4 | |
Terra Capital, Inc., Sr Nt, Series B, 7.000%, 02/01/17 | | | 525 | | | 479,719 | | 0.6 | |
Westlake Chemical Corp., 6.625%, 01/15/16 | | | 250 | | | 218,750 | | 0.3 | |
| | | | | | | | | |
| | | | | | 2,486,969 | | 3.2 | |
COMMERCIAL BANKS — 1.5% | | | | | | |
Bank of America Corp., 5.250%, 12/01/15 | | | 550 | | | 484,313 | | 0.6 | |
BankAmerica Capital II, Nt, Series 2, 8.000%, 12/15/26 | | | 30 | | | 24,897 | | 0.1 | |
Wachovia Capital Trust III, 5.800%, 03/15/1114 | | | 1,060 | | | 636,000 | | 0.8 | |
| | | | | | | | | |
| | | | | | 1,145,210 | | 1.5 | |
| | | | | | | | | |
4
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
COMMERCIAL SERVICES & SUPPLIES — 2.5% | | | | | | |
Cenveo Corp., Private Placement, 10.500%, 08/15/162 | | $ | 1,000 | | $ | 750,000 | | 1.0 | % |
Cenveo Corp., Sr Sub Nt, 7.875%, 12/01/13 | | | 325 | | | 227,500 | | 0.3 | |
Harland Clarke Holdings Corp., VAR, | | | | | | | | | |
5.633%, 05/15/15 | | | 350 | | | 210,875 | | 0.3 | |
9.500%, 05/15/15 | | | 625 | | | 482,812 | | 0.6 | |
Quebecor World Capital Corp., Private Placement, Sr Nt, (Canada), 8.750%, 03/15/161,2,4 | | | 810 | | | 72,900 | | 0.1 | |
Quebecor World Capital Corp., Sr Nt, (Canada), 6.125%, 11/15/131,4 | | | 1,415 | | | 120,275 | | 0.1 | |
Quebecor World, Inc., Private Placement, Sr Nt, (Canada), 9.750%, 01/15/151,2,4 | | | 585 | | | 52,650 | | 0.1 | |
| | | | | | | | | |
| | | | | | 1,917,012 | | 2.5 | |
COMMUNICATIONS EQUIPMENT — 0.7% | | | | | | |
Avaya, Inc., Private Placement, Sr Nt, 9.750%, 11/01/152 | | | 800 | | | 560,000 | | 0.7 | |
| | | | | | | | | |
COMPUTERS & PERIPHERALS — 0.7% | | | | | | |
Seagate Technology HDD Holdings, (Cayman Islands), 6.800%, 10/01/166 | | | 250 | | | 214,375 | | 0.3 | |
Seagate Technology International, Private Placement, (Cayman Islands), 10.000%, 05/01/142 | | | 320 | | | 330,000 | | 0.4 | |
| | | | | | | | | |
| | | | | | 544,375 | | 0.7 | |
CONSTRUCTION ENGINEERING — 2.0% | | | | | | |
RSC Equipment Rental, Inc., 9.500%, 12/01/14 | | | 618 | | | 495,945 | | 0.6 | |
United Rentals North America, Inc., Co Guar, 6.500%, 02/15/12 | | | 975 | | | 945,750 | | 1.2 | |
United Rentals North America, Inc., Private Placement, 10.875%, 06/15/162 | | | 175 | | | 168,000 | | 0.2 | |
| | | | | | | | | |
| | | | | | 1,609,695 | | 2.0 | |
CONSTRUCTION MATERIALS — 1.3% | | | | | | |
Hanson Australia Funding Ltd., (Australia), 5.250%, 03/15/13 | | | 484 | | | 380,569 | | 0.5 | |
Hanson Ltd., (United Kingdom), 6.125%, 08/15/16 | | | 655 | | | 489,613 | | 0.7 | |
7.875%, 09/27/10 | | | 100 | | | 96,500 | | 0.1 | |
| | | | | | | | | |
| | | | | | 966,682 | | 1.3 | |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
CONSUMER FINANCE — 6.5% | | | | | | |
ACE Cash Express, Inc., Private Placement, Sr Nt, 10.250%, 10/01/142,9 | | $ | 1,000 | | $ | 450,000 | | 0.6 | % |
Ford Motor Credit Co. LLC, VAR, 3.889%, 01/13/12 | | | 1,000 | | | 773,750 | | 1.0 | |
7.800%, 06/01/12 | | | 200 | | | 172,084 | | 0.2 | |
Ford Motor Credit Co. LLC, Nt, 8.000%, 12/15/1610 | | | 700 | | | 535,170 | | 0.7 | |
8.625%, 11/01/1010 | | | 555 | | | 521,658 | | 0.7 | |
GMAC LLC, Private Placement, VAR, 2.868%, 12/01/142 | | | 307 | | | 214,900 | | 0.3 | |
6.625%, 05/15/122 | | | 158 | | | 131,930 | | 0.2 | |
7.000%, 02/01/122,6 | | | 300 | | | 254,400 | | 0.3 | |
8.000%, 11/01/312 | | | 1,592 | | | 1,114,400 | | 1.4 | |
SLM Corp., VAR, 0.829%, 03/15/11 | | | 350 | | | 300,245 | | 0.4 | |
VAR, 1.392%, 01/27/14 | | | 100 | | | 69,512 | | 0.1 | |
5.400%, 10/25/11 | | | 143 | | | 128,613 | | 0.2 | |
8.450%, 06/15/18 | | | 390 | | | 333,639 | | 0.4 | |
Series MTNA, 5.000%, 06/15/18 | | | 30 | | | 19,901 | | 0.0 | 12 |
| | | | | | | | | |
| | | | | | 5,020,202 | | 6.5 | |
CONSUMER PRODUCTS — 2.1% | | | | | | |
Central Garden and Pet Co., 9.125%, 02/01/13 | | | 215 | | | 205,594 | | 0.3 | |
Jarden Corp., 7.500%, 05/01/176 | | | 550 | | | 481,250 | | 0.6 | |
Spectrum Brands, Inc., Sr Nt, 7.375%, 02/01/151,4 | | | 625 | | | 418,750 | | 0.5 | |
12.500%, 10/02/131,4,6 | | | 725 | | | 500,250 | | 0.7 | |
| | | | | | | | | |
| | | | | | 1,605,844 | | 2.1 | |
CONTAINERS & PACKAGING — 2.5% | | | | | | |
Berry Plastics Corp., VAR, 5.881%, 02/15/15 | | | 400 | | | 353,000 | | 0.5 | |
Berry Plastics Holding Corp., Nt, 8.875%, 09/15/14 | | | 400 | | | 337,000 | | 0.4 | |
BWAY Corp., Private Placement, 10.000%, 04/15/142 | | | 100 | | | 99,750 | | 0.1 | |
Constar International, Inc., Co. Guar., VAR, 4.258%, 02/15/12 | | | 750 | | | 582,187 | | 0.8 | |
Plastipak Holdings, Inc., Private Placement, Sr Nt, 8.500%, 12/15/152 | | | 300 | | | 268,875 | | 0.3 | |
Portola Packaging, Inc., Sr Nt, 8.250%, 02/01/121,3,4,9 | | | 270 | | | 62,100 | | 0.1 | |
5
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
CONTAINERS & PACKAGING (continued) | | | | | | |
Solo Cup Co., Sr Nt, 8.500%, 02/15/14 | | $ | 250 | | $ | 205,000 | | 0.3 | % |
| | | | | | | | | |
| | | | | | 1,907,912 | | 2.5 | |
DISTRIBUTORS — 0.8% | | | | | | |
American Tire Distributors, Inc., Nt, 10.750%, 04/01/13 | | | 435 | | | 353,981 | | 0.4 | |
Asbury Automotive Group, Inc., Sr Nt, 8.000%, 03/15/14 | | | 63 | | | 52,290 | | 0.1 | |
KAR Holdings, Inc., Sr Nt, 8.750%, 05/01/14 | | | 150 | | | 128,625 | | 0.2 | |
10.000%, 05/01/15 | | | 123 | | | 100,860 | | 0.1 | |
| | | | | | | | | |
| | | | | | 635,756 | | 0.8 | |
DIVERSIFIED CONSUMER SERVICES — 2.3% | | | | | | |
Knowledge Learning Corp., Inc., Private Placement, Sr Sub Nt, 7.750%, 02/01/152 | | | 700 | | | 651,000 | | 0.9 | |
Mac-Gray Corp., Sr Nt, 7.625%, 08/15/15 | | | 650 | | | 618,312 | | 0.8 | |
Sotheby’s, 7.750%, 06/15/15 | | | 250 | | | 186,250 | | 0.2 | |
Stewart Enterprises, Inc., Sr Nt, 6.250%, 02/15/1310 | | | 324 | | | 301,320 | | 0.4 | |
| | | | | | | | | |
| | | | | | 1,756,882 | | 2.3 | |
DIVERSIFIED FINANCIAL SERVICES — 3.0% | | | | | | |
CIT Group Funding Co. of Canada, Sr Nt, (Canada), 5.600%, 11/02/11 | | | 393 | | | 288,429 | | 0.4 | |
CIT Group, Inc., 5.600%, 04/27/116 | | | 325 | | | 243,699 | | 0.3 | |
5.800%, 07/28/116 | | | 873 | | | 654,534 | | 0.8 | |
CIT Group, Inc., Private Placement, 12.000%, 12/18/182 | | | 300 | | | 140,940 | | 0.2 | |
Deluxe Corp., Nt, Series B, 5.125%, 10/01/14 | | | 600 | | | 459,000 | | 0.6 | |
Goldman Sachs Group, Inc. (The), 6.750%, 10/01/37 | | | 604 | | | 536,952 | | 0.7 | |
| | | | | | | | | |
| | | | | | 2,323,554 | | 3.0 | |
DIVERSIFIED MANUFACTURING — 1.8% | | | | | | |
Polypore, Inc., Sr Sub Nt, 8.750%, 05/15/12 | | | 1,539 | | | 1,363,939 | | 1.8 | |
| | | | | | | | | |
DIVERSIFIED TELECOMMUNICATION SERVICES — 3.0% | | | |
Frontier Communications Corp., 8.250%, 05/01/14 | | | 50 | | | 47,250 | | 0.1 | |
Level 3 Financing, Inc., Co. Guar, 9.250%, 11/01/1410 | | | 800 | | | 656,000 | | 0.9 | |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
DIVERSIFIED TELECOMMUNICATION SERVICES (continued) | | | |
Level 3 Financing, Inc., Sr Nt, 12.250%, 03/15/136 | | $ | 200 | | $ | 190,000 | | 0.2 | % |
Qwest Corp., Sr Nt, 7.625%, 06/15/1510 | | | 1,015 | | | 954,100 | | 1.2 | |
Time Warner Telecom Holdings, Inc., Sr Nt, 9.250%, 02/15/1410 | | | 500 | | | 496,250 | | 0.6 | |
| | | | | | | | | |
| | | | | | 2,343,600 | | 3.0 | |
ELECTRIC UTILITIES — 0.2% | | | | | | |
Calpine Construction Finance Co. LP and CCFC Finance Corp., Private Placement, 8.000%, 06/01/162 | | | 200 | | | 191,500 | | 0.2 | |
| | | | | | | | | |
ELECTRICAL EQUIPMENT — 0.2% | | | | | | |
Belden, Inc., Private Placement, Sr Nt, 9.250%, 06/15/192 | | | 125 | | | 121,094 | | 0.2 | |
| | | | | | | | | |
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS — 1.9% | |
Flextronics International Ltd., Debentures, (Singapore), 6.250%, 11/15/14 | | | 210 | | | 196,350 | | 0.3 | |
Intcomex, Inc., Sec’d Nt, 11.750%, 01/15/119 | | | 1,100 | | | 442,750 | | 0.6 | |
Sanmina-SCI Corp., 6.750%, 03/01/136 | | | 200 | | | 155,000 | | 0.2 | |
Sanmina-SCI Corp., Private Placement, Sr Nt, VAR, 3.379%, 06/15/142 | | | 300 | | | 246,000 | | 0.3 | |
Smart Modular Technologies WWH, Inc., Sr Nt, (Cayman Islands), VAR, 6.097%, 04/01/123,9 | | | 423 | | | 389,043 | | 0.5 | |
| | | | | | | | | |
| | | | | | 1,429,143 | | 1.9 | |
ENERGY EQUIPMENT & SERVICES — 3.8% | | | | | | |
Bristow Group, Inc., Co Guar, 6.125%, 06/15/13 | | | 250 | | | 226,250 | | 0.3 | |
Calfrac Holdings LP, Private Placement, Debentures, 7.750%, 02/15/152 | | | 250 | | | 215,000 | | 0.3 | |
Forbes Energy Services LLC/Forbes Energy Capital, Inc., 11.000%, 02/15/15 | | | 750 | | | 555,000 | | 0.7 | |
Helix Energy Solutions Group, Inc., Private Placement, 9.500%, 01/15/162 | | | 1,000 | | | 912,500 | | 1.2 | |
Key Energy Services, Inc., Sr Nt, 8.375%, 12/01/14 | | | 338 | | | 298,285 | | 0.4 | |
6
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
ENERGY EQUIPMENT & SERVICES (continued) | | | | | | |
PHI, Inc., Co Guar, 7.125%, 04/15/13 | | $ | 783 | | $ | 696,870 | | 0.9 | % |
| | | | | | | | | |
| | | | | | 2,903,905 | | 3.8 | |
FOOD & STAPLES RETAILING — 3.8% | | | | | | |
Golden State Foods Corp., Private Placement, Sr Sub Nt, 9.240%, 01/10/122,8,9 | | | 1,550 | | | 1,582,937 | | 2.1 | |
Ingles Markets, Inc., Private Placement, 8.875%, 05/15/172 | | | 190 | | | 187,150 | | 0.2 | |
Rite Aid Corp., 10.375%, 07/15/16 | | | 800 | | | 720,000 | | 0.9 | |
Rite Aid Corp., Debentures, 7.500%, 03/01/17 | | | 600 | | | 469,500 | | 0.6 | |
| | | | | | | | | |
| | | | | | 2,959,587 | | 3.8 | |
FOOD PRODUCTS — 2.3% | | | | | | |
Chiquita Brands International, Inc., Sr Nt, 8.875%, 12/01/156 | | | 699 | | | 602,888 | | 0.8 | |
Dole Food Co., Inc., Private Placement, Sr Nt, 13.875%, 03/15/142,6 | | | 250 | | | 275,000 | | 0.3 | |
Eurofresh, Inc., Private Placement, Nt, 11.500%, 01/15/131,2,4,9 | | | 2,367 | | | 150,896 | | 0.2 | |
JBS USA LLC/JBS USA Finance, Inc., Private Placement, 11.625%, 05/01/142 | | | 150 | | | 141,750 | | 0.2 | |
Smithfield Foods, Inc., Nt, Series B, 7.750%, 05/15/13 | | | 750 | | | 615,000 | | 0.8 | |
Tom’s Foods, Inc., Sr Nt, 10.500%, 11/01/041,3,4,9 | | | 872 | | | 8,718 | | 0.0 | 12 |
| | | | | | | | | |
| | | | | | 1,794,252 | | 2.3 | |
GAMING — 4.9% | | | | | | |
FireKeepers Development Authority, Private Placement, 13.875%, 05/01/152 | | | 75 | | | 69,188 | | 0.1 | |
Harrah’s Operating Co., Inc., Private Placement, Series A144, 10.000%, 12/15/182 | | | 500 | | | 287,500 | | 0.4 | |
Harrahs Operating Escrow LLC/Harrahs Escrow Corp., Private Placement, 11.250%, 06/01/172 | | | 250 | | | 236,250 | | 0.3 | |
Isle of Capri Casinos, Inc., Sr Nt, 7.000%, 03/01/14 | | | 400 | | | 322,000 | | 0.4 | |
Mandalay Resort Group, Sr Nt, 6.375%, 12/15/11 | | | 500 | | | 372,500 | | 0.5 | |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
GAMING (continued) | | | | | | |
Mashantucket Western Pequot Tribe, Private Placement, 8.500%, 11/15/152 | | $ | 1,320 | | $ | 660,000 | | 0.8 | % |
MGM Mirage, 8.500%, 09/15/10 | | | 250 | | | 226,875 | | 0.3 | |
MGM Mirage, Co Guar, 7.625%, 01/15/176 | | | 150 | | | 97,125 | | 0.1 | |
MGM Mirage, Sr Nt, 6.750%, 09/01/12 | | | 172 | | | 122,120 | | 0.2 | |
Seminole Hard Rock Entertainment, Inc., Private Placement, VAR, 3.129%, 03/15/142 | | | 500 | | | 345,000 | | 0.4 | |
Shingle Springs Tribal Gaming Authority, Private Placement, Sr Nt, 9.375%, 06/15/152 | | | 1,000 | | | 600,000 | | 0.8 | |
Wynn Las Vegas Capital Corp., Nt, 6.625%, 12/01/146 | | | 500 | | | 440,000 | | 0.6 | |
| | | | | | | | | |
| | | | | | 3,778,558 | | 4.9 | |
| | | | | | | | | |
HEALTH CARE PROVIDERS & SERVICES — 5.3% | | | |
Apria Healthcare Group, Inc., Private Placement, 11.250%, 11/01/142 | | | 165 | | | 159,225 | | 0.2 | |
CHS/Community Health Systems, Inc., 8.875%, 07/15/15 | | | 800 | | | 784,000 | | 1.0 | |
HCA, Inc., 5.750%, 03/15/14 | | | 195 | | | 156,000 | | 0.2 | |
6.375%, 01/15/15 | | | 407 | | | 330,688 | | 0.4 | |
HCA, Inc., Sec’d Nt, 9.250%, 11/15/16 | | | 1,000 | | | 985,000 | | 1.3 | |
Multiplan, Inc., Private Placement, 10.375%, 04/15/162 | | | 750 | | | 721,875 | | 0.9 | |
TeamHealth, Inc., Sr Sub Nt, 11.250%, 12/01/13 | | | 225 | | | 230,062 | | 0.3 | |
Tenet Healthcare Corp., Private Placement, 8.875%, 07/01/192 | | | 750 | | | 753,750 | | 1.0 | |
| | | | | | | | | |
| | | | | | 4,120,600 | | 5.3 | |
| | | | | | | | | |
HOTELS, RESTAURANTS & LEISURE — 2.0% | | | | | | |
Royal Caribbean Cruises Ltd., Sr Nt, (Liberia), 11.875%, 07/15/15 | | | 200 | | | 194,798 | | 0.3 | |
Six Flags Operations, Inc., Private Placement, 12.250%, 07/15/161,2,4,6 | | | 1,122 | | | 779,790 | | 1.0 | |
7
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
HOTELS, RESTAURANTS & LEISURE (continued) | | | |
Speedway Motorsports, Inc., Sr Nt, Private Placement, 8.750%, 06/01/162 | | $ | 300 | | $ | 303,750 | | 0.4 | % |
Speedway Motorsports, Inc., Sr Sub Nt, 6.750%, 06/01/13 | | | 250 | | | 240,000 | | 0.3 | |
| | | | | | | | | |
| | | | | | 1,518,338 | | 2.0 | |
HOUSEHOLD DURABLES — 1.1% | | | | | | |
K Hovnanian Enterprises, Inc., Debentures, 11.500%, 05/01/13 | | | 500 | | | 432,500 | | 0.5 | |
KB Home, Sr Nt, 5.875%, 01/15/15 | | | 250 | | | 211,250 | | 0.3 | |
Meritage Homes Corp., Sr Nt, 7.000%, 05/01/14 | | | 250 | | | 205,000 | | 0.3 | |
| | | | | | | | | |
| | | | | | 848,750 | | 1.1 | |
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS — 6.6% | |
Calpine Generating Co. LLC, Sec’d Nt, VAR, 4,823.931%, 04/01/111,4 | | | 1,000 | | | 75,000 | | 0.1 | |
Dynegy Holdings, Inc., Sr Unsec’d Nt, 7.125%, 05/15/18 | | | 500 | | | 340,000 | | 0.4 | |
Dynegy Roseton/Danskammer Pass Through Trust, Series B, 7.670%, 11/08/16 | | | 500 | | | 438,750 | | 0.6 | |
Edison Mission Energy, Sr Nt, 7.750%, 06/15/16 | | | 1,000 | | | 815,000 | | 1.1 | |
Mirant Americas Generation LLC, Sr Nt, 8.500%, 10/01/21 | | | 500 | | | 395,000 | | 0.5 | |
NRG Energy, Inc., Sr Nt, 7.250%, 02/01/14 | | | 250 | | | 242,500 | | 0.3 | |
7.375%, 01/15/17 | | | 1,375 | | | 1,295,937 | | 1.7 | |
RRI Energy, Inc., 6.750%, 12/15/146 | | | 841 | | | 810,514 | | 1.0 | |
7.625%, 06/15/14 | | | 500 | | | 457,500 | | 0.6 | |
Texas Competitive Electric Holdings Co. LLC, Series A, 10.250%, 11/01/15 | | | 350 | | | 217,875 | | 0.3 | |
| | | | | | | | | |
| | | | | | 5,088,076 | | 6.6 | |
INDUSTRIAL CONGLOMERATES — 2.2% | | | | | | |
JB Poindexter & Co., Inc., Co Guar, 8.750%, 03/15/1410 | | | 2,084 | | | 1,604,680 | | 2.1 | |
Milacron Escrow Corp., Sec’d Nt, 11.500%, 05/15/111,3,4 | | | 1,215 | | | 85,050 | | 0.1 | |
| | | | | | | | | |
| | | | | | 1,689,730 | | 2.2 | |
INDUSTRIAL MACHINERY — 1.8% | | | | | | |
General Cable Corp., VAR, 2.972%, 04/01/15 | | | 250 | | | 202,500 | | 0.2 | |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
INDUSTRIAL MACHINERY (continued) | | | | | | |
RBS Global, Inc. & Rexnord Corp., Sr Sub Nt, 11.750%, 08/01/16 | | $ | 410 | | $ | 302,375 | | 0.4 | % |
RBS Global, Inc./Rexnord LLC, Private Placement, Series 144a, 9.500%, 08/01/142 | | | 1,063 | | | 908,865 | | 1.2 | |
| | | | | | | | | |
| | | | | | 1,413,740 | | 1.8 | |
INSURANCE — 4.7% | | | | | | |
Crum and Forster Holdings Corp., 7.750%, 05/01/17 | | | 600 | | | 520,500 | | 0.7 | |
HUB International Holdings, Inc., Private Placement, 9.000%, 12/15/142 | | | 500 | | | 408,125 | | 0.5 | |
10.250%, 06/15/152 | | | 500 | | | 368,125 | | 0.5 | |
Liberty Mutual Group, Inc., Private Placement, 7.500%, 08/15/362 | | | 250 | | | 172,285 | | 0.2 | |
VAR, 10.750%, 06/15/582 | | | 1,670 | | | 1,202,400 | | 1.6 | |
MetLife, Inc., 10.750%, 08/01/39 | | | 400 | | | 399,924 | | 0.5 | |
USI Holdings Corp., Private Placement, Sr Sub Nt, 9.750%, 05/15/152 | | | 830 | | | 556,100 | | 0.7 | |
| | | | | | | | | |
| | | | | | 3,627,459 | | 4.7 | |
IT Services — 0.4% | | | | | | |
Unisys Corp., Sr Nt, 8.000%, 10/15/12 | | | 500 | | | 300,000 | | 0.4 | |
| | | | | | | | | |
Leisure Equipment & Products — 0.1% | | | | | | |
Eastman Kodak Co., 7.250%, 11/15/13 | | | 60 | | | 36,600 | | 0.1 | |
True Temper Sports, Inc., Sr Nt, 8.375%, 09/15/111,4,9 | | | 490 | | | 4,900 | | 0.0 | 12 |
| | | | | | | | | |
| | | | | | 41,500 | | 0.1 | |
MARINE — 0.7% | | | | | | |
Ultrapetrol Bahamas Ltd., 1st Mtg, (Bahamas), 9.000%, 11/24/14 | | | 700 | | | 575,750 | | 0.7 | |
| | | | | | | | | |
MEDIA — 11.2% | | | | | | |
Barrington Broadcasting Group LLC and Barrington Broadcasting Capital Corp., Sr Sub Nt, 10.500%, 08/15/14 | | | 700 | | | 238,000 | | 0.3 | |
Block Communications, Inc., Private Placement, Sr Nt, 8.250%, 12/15/152 | | | 800 | | | 700,000 | | 0.9 | |
CanWest MediaWorks LP, Private Placement, Sr Nt, (Canada), 9.250%, 08/01/152 | | | 750 | | | 75,000 | | 0.1 | |
8
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
MEDIA (continued) | | | | | | |
CCO Holdings LLC/CCO Holdings Capital Corp., 8.750%, 11/15/131,4,6 | | $ | 800 | | $ | 760,000 | | 1.0 | % |
Charter Communications Holdings LLC/Charter Communications Operating Capital, 10.875%, 09/15/14 | | | 500 | | | 517,500 | | 0.7 | |
Fisher Communications, Inc., Sr Nt, 8.625%, 09/15/14 | | | 500 | | | 438,750 | | 0.6 | |
HSN, Inc., Private Placement, Sr Nt, 11.250%, 08/01/162 | | | 251 | | | 231,234 | | 0.3 | |
Intelsat Subsidiary Holding Co., Ltd., Private Placement, (Bermuda), 8.875%, 01/15/152 | | | 1,250 | | | 1,206,250 | | 1.6 | |
Lamar Media Corp., Sr Sub Nt, 7.250%, 01/01/136 | | | 39 | | | 37,099 | | 0.0 | 12 |
6.625%, 08/15/15 | | | 250 | | | 211,250 | | 0.3 | |
LBI Media, Inc., Sr Disc Nt, 11.000%, 10/15/137 | | | 625 | | | 288,281 | | 0.4 | |
Nexstar Finance Holdings LLC/Nexstar Finance Holdings, Inc., Sr Disc Nt, 11.375%, 04/01/137 | | | 479 | | | 173,777 | | 0.2 | |
Quebecor Media, Inc., Sr Nt, (Canada), 7.750%, 03/15/1610 | | | 750 | | | 679,688 | | 0.9 | |
Radio One, Inc., Sr Sub Nt, 6.375%, 02/15/13 | | | 500 | | | 150,625 | | 0.2 | |
RH Donnelley, Inc., Private Placement, 11.750%, 05/15/151,2,4 | | | 795 | | | 365,700 | | 0.5 | |
Valassis Communications, Inc., 8.250%, 03/01/15 | | | 1,500 | | | 1,081,875 | | 1.4 | |
Virgin Media Finance plc, Sr Nt, (United Kingdom), 9.125%, 08/15/16 | | | 1,250 | | | 1,203,125 | | 1.5 | |
WMG Acquisition Corp., Sr Nt, Private Placement, 9.500%, 06/15/162 | | | 100 | | | 99,500 | | 0.1 | |
WMG Holdings Corp., Nt, 0.000%, 12/15/147 | | | 250 | | | 196,250 | | 0.2 | |
| | | | | | | | | |
| | | | | | 8,653,904 | | 11.2 | |
METALS & MINING — 1.5% | | | | | | |
FMG Finance Pty Ltd., Private Placement, (Australia), 10.625%, 09/01/162 | | | 250 | | | 240,000 | | 0.3 | |
Wolverine Tube, Inc., Sr Nt, PIK, 15.000%, 03/31/123 | | | 1,145 | | | 881,650 | | 1.2 | |
| | | | | | | | | |
| | | | | | 1,121,650 | | 1.5 | |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
MULTILINE RETAIL — 0.5% | | | | | | |
Dollar General Corp., PIK, 11.875%, 07/15/17 | | $ | 100 | | $ | 108,000 | | 0.1 | % |
Dollar General Corp., Sr Nt, 10.625%, 07/15/15 | | | 250 | | | 270,000 | | 0.4 | |
| | | | | | | | | |
| | | | | | 378,000 | | 0.5 | |
MULTI-UTILITIES — 0.4% | | | | | | |
Energy Future Holdings Corp., Nt, 10.875%, 11/01/17 | | | 450 | | | 328,500 | | 0.4 | |
| | | | | | | | | |
OIL, GAS & CONSUMABLE FUELS — 6.8% | | | | | | |
Arch Western Finance LLC, 6.750%, 07/01/13 | | | 100 | | | 91,250 | | 0.1 | |
El Paso Performance-Linked Trust, Private Placement, Sr Nt, 7.750%, 07/15/112 | | | 500 | | | 490,693 | | 0.6 | |
Encore Acquisition Co., Sr Nt, 6.000%, 07/15/1510 | | | 1,000 | | | 825,000 | | 1.1 | |
Forest Oil Corp., Nt, 7.250%, 06/15/19 | | | 269 | | | 240,755 | | 0.3 | |
Gibson Energy ULC/GEP Midstream Finance Corp., Private Placement, (Canada), 11.750%, 05/27/142 | | | 200 | | | 198,000 | | 0.3 | |
Massey Energy Co., Nt, 6.875%, 12/15/13 | | | 450 | | | 411,750 | | 0.5 | |
Newfield Exploration Co., Nt, 6.625%, 09/01/14 | | | 200 | | | 184,250 | | 0.3 | |
Range Resources Corp., 7.250%, 05/01/18 | | | 25 | | | 23,375 | | 0.0 | 12 |
Range Resources Corp., Sr Sub Nt, 7.500%, 05/15/16 | | | 267 | | | 256,320 | | 0.3 | |
Swift Energy Co., Sr Nt, 7.125%, 06/01/17 | | | 1,260 | | | 888,300 | | 1.2 | |
Targa Resources Partners LP, 8.250%, 07/01/16 | | | 280 | | | 237,300 | | 0.3 | |
W&T Offshore, Inc., Private Placement, Sr Nt, 8.250%, 06/15/142 | | | 1,000 | | | 770,000 | | 1.0 | |
Western Refining, Inc., Private Placement, VAR, | | | | | | | | | |
10.750%, 06/15/142,6 | | | 225 | | | 204,750 | | 0.3 | |
11.250%, 06/15/172 | | | 225 | | | 199,688 | | 0.2 | |
Williams Partners LP/Williams Partners Finance Corp., Sr Nt, 7.250%, 02/01/17 | | | 250 | | | 228,125 | | 0.3 | |
| | | | | | | | | |
| | | | | | 5,249,556 | | 6.8 | |
9
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
PAPER & FOREST PRODUCTS — 2.9% | | | | | | |
Abitibi-Consolidated Co. of Canada, Private Placement, Sr Nt, (Canada), 13.750%, 04/01/111,2,4 | | $ | 160 | | $ | 147,200 | | 0.2 | % |
Abitibi-Consolidated Co. of Canada, Sr Nt, (Canada), 6.000%, 06/20/131,4 | | | 630 | | | 47,250 | | 0.1 | |
8.375%, 04/01/151,4 | | | 1,395 | | | 111,600 | | 0.1 | |
Abitibi-Consolidated, Inc., Sr Nt, (Canada), 8.850%, 08/01/301,4 | | | 25 | | | 2,000 | | 0.0 | 12 |
Bowater Canada Finance Corp., Nt, (Canada), 7.950%, 11/15/111,4 | | | 500 | | | 90,000 | | 0.1 | |
Cascades, Inc., Sr Nt, (Canada), 7.250%, 02/15/13 | | | 268 | | | 233,830 | | 0.3 | |
Domtar Corp., 7.125%, 08/15/15 | | | 500 | | | 417,500 | | 0.5 | |
Georgia-Pacific LLC, Private Placement, Co Guar, 7.000%, 01/15/152 | | | 125 | | | 116,875 | | 0.1 | |
7.125%, 01/15/172 | | | 325 | | | 302,250 | | 0.4 | |
Jefferson Smurfit Corp., Sr Nt, 8.250%, 10/01/121,4 | | | 240 | | | 90,000 | | 0.1 | |
NewPage Corp., Sr Nt, 10.000%, 05/01/12 | | | 408 | | | 195,840 | | 0.3 | |
Norampac Industries, Inc., Sr Nt, (Canada), 6.750%, 06/01/13 | | | 20 | | | 17,100 | | 0.0 | 12 |
Smurfit-Stone Container Enterprises, Inc., 8.375%, 07/01/121,4 | | | 105 | | | 40,162 | | 0.1 | |
Smurfit-Stone Container Enterprises, Inc., Sr Nt, 8.000%, 03/15/171,4 | | | 865 | | | 320,050 | | 0.4 | |
Verso Paper Holdings LLC/Verso Paper, Inc., Sr Nt, 9.125%, 08/01/14 | | | 250 | | | 116,250 | | 0.2 | |
| | | | | | | | | |
| | | | | | 2,247,907 | | 2.9 | |
PHARMACEUTICALS — 2.2% | | | | | | |
Celtic Pharma Phinco B.V., (Bermuda), 17.000%, 06/15/129 | | | 1,461 | | | 949,696 | | 1.2 | |
Elan Finance plc/Elan Finance Corp., Sr Nt, (Ireland), VAR, 4.883%, 11/15/11 | | | 830 | | | 726,250 | | 1.0 | |
| | | | | | | | | |
| | | | | | 1,675,946 | | 2.2 | |
REAL ESTATE INVESTMENT TRUSTS (REITs) — 0.1% | | | |
HRPT Properties Trust, 5.750%, 02/15/14 | | | 63 | | | 54,156 | | 0.1 | |
| | | | | | | | | |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
ROAD & RAIL — 2.0% | | | | | | |
Erac USA Finance Co., Private Placement, 6.375%, 10/15/172 | | $ | 149 | | $ | 134,533 | | 0.2 | % |
Kansas City Southern Railway, Sr Nt, 8.000%, 06/01/15 | | | 500 | | | 465,000 | | 0.6 | |
Quality Distribution LLC/QD Capital Corp., Co Guar, VAR, 5.631%, 01/15/129 | | | 850 | | | 524,875 | | 0.7 | |
9.000%, 11/15/109 | | | 750 | | | 397,500 | | 0.5 | |
| | | | | | | | | |
| | | | | | 1,521,908 | | 2.0 | |
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT — 2.4% | | | |
Amkor Technology, Inc., Sr Nt, 7.750%, 05/15/13 | | | 300 | | | 275,250 | | 0.4 | |
MagnaChip Semiconductor S.A./MagnaChip Semiconductor Finance Co., Sec’d Nt, (Luxembourg), VAR, 0.000%, 12/15/111,4,9 | | | 735 | | | 367 | | 0.0 | 12 |
6.875%, 12/15/111,4,9 | | | 750 | | | 375 | | 0.0 | 12 |
NXP BV/NXP Funding LLC, Sr Nt, (Netherlands), Series ExCH, 7.875%, 10/15/14 | | | 1,640 | | | 746,200 | | 1.0 | |
Series EXcH, VAR, 3.881%, 10/15/136 | | | 400 | | | 160,000 | | 0.2 | |
Spansion, Inc., Private Placement, VAR, 3.793%, 06/01/131,2,4 | | | 1,000 | | | 650,000 | | 0.8 | |
| | | | | | | | | |
| | | | | | 1,832,192 | | 2.4 | |
SPECIALTY RETAIL — 3.5% | | | | | | | | | |
ACE Hardware Corp., Private Placement, Sr Nt, 9.125%, 06/01/162 | | | 250 | | | 245,625 | | 0.3 | |
Burlington Coat Factory Warehouse Corp., 11.125%, 04/15/146 | | | 1,000 | | | 795,000 | | 1.1 | |
Collective Brands, Inc., 8.250%, 08/01/13 | | | 500 | | | 462,500 | | 0.6 | |
General Nutrition Centers, Inc., VAR, 6.404%, 03/15/14 | | | 461 | | | 368,800 | | 0.5 | |
PEP Boys-Manny Moe & Jack, Sr Nt, 7.500%, 12/15/14 | | | 300 | | | 247,500 | | 0.3 | |
Southern States Cooperative, Inc., Private Placement, Series 144a, 11.000%, 11/01/112,3,9 | | | 500 | | | 460,000 | | 0.6 | |
Toys R Us, Inc., 7.875%, 04/15/13 | | | 113 | | | 94,355 | | 0.1 | |
| | | | | | | | | |
| | | | | | 2,673,780 | | 3.5 | |
10
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
TEXTILES, APPAREL & LUXURY GOODS — 1.2% | | | |
Broder Brothers Co., Private Placement, PIK, 12.000%, 10/15/132,3 | | $ | 371 | | $ | 250,497 | | 0.3 | % |
Hanesbrands, Inc., Sr Nt, Series B, VAR, 4.593%, 12/15/14 | | | 500 | | | 402,500 | | 0.5 | |
Quiksilver, Inc., 6.875%, 04/15/15 | | | 500 | | | 265,000 | | 0.4 | |
| | | | | | | | | |
| | | | | | 917,997 | | 1.2 | |
TOBACCO — 2.0% | | | | | | | | | |
Alliance One International, Inc., Private Placement, 10.000%, 07/15/162 | | | 440 | | | 416,900 | | 0.6 | |
Alliance One International, Inc., Sr Nt, 11.000%, 05/15/12 | | | 900 | | | 940,500 | | 1.2 | |
12.750%, 11/15/12 | | | 150 | | | 157,875 | | 0.2 | |
| | | | | | | | | |
| | | | | | 1,515,275 | | 2.0 | |
TRADING COMPANIES & DISTRIBUTORS — 0.2% | |
Noble Group Ltd., Private Placement, Sr Nt, (Bermuda), 6.625%, 03/17/152 | | | 210 | | | 178,500 | | 0.2 | |
| | | | | | | | | |
TRANSPORTATION SERVICES — 0.0%12 | | | | | | |
IdleAire Technologies Corp., Sr Disc Nt, 13.000%, 12/15/121,3,4,7,9 | | | 1,415 | | | 14,150 | | 0.0 | 12 |
| | | | | | | | | |
WIRELESS TELECOMMUNICATION SERVICES — 3.6% | |
American Tower Corp., Private Placement, 7.250%, 05/15/192 | | | 230 | | | 222,525 | | 0.3 | |
CC Holdings GS V LLC/Crown Castle GS III Corp., Private Placement, 7.750%, 05/01/172 | | | 110 | | | 107,250 | | 0.1 | |
Cricket Communications, Inc., Private Placement, 7.750%, 05/15/162 | | | 180 | | | 173,250 | | 0.2 | |
iPCS, Inc., Sr Nt, VAR, 3.153%, 05/01/13 | | | 440 | | | 347,600 | | 0.5 | |
MetroPCS Wireless, Inc., Sr Nt, 9.250%, 11/01/14 | | | 750 | | | 745,313 | | 1.0 | |
Sprint Nextel Corp., Nt, 6.000%, 12/01/16 | | | 1,400 | | | 1,144,500 | | 1.5 | |
| | | | | | | | | |
| | | | | | 2,740,438 | | 3.6 | |
Total Corporate Bonds | | | | | | | | | |
(cost $122,667,095) | | | | | | 93,902,187 | | 121.8 | |
| | | | | | | | | |
LOAN PARTICIPATIONS & ASSIGNMENTS — 29.7% | | | |
AIRLINES — 0.6% | | | | | | |
Delta Airlines, Inc., 1st Lien Term Loan, 0.261%, 04/30/14 | | | 27 | | | 23,595 | | 0.1 | |
2.318%, 04/30/14 | | | 463 | | | 398,878 | | 0.5 | |
| | | | | | | | | |
| | | | | | 422,473 | | 0.6 | |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
AUTOMOBILES — 1.4% | | | | | | |
Ford Motor Co., Term Loan B, 3.320%, 12/15/13 | | $ | 1,128 | | $ | 817,165 | | 1.1 | % |
4.140%, 12/15/13 | | | 353 | | | 256,036 | | 0.3 | |
| | | | | | | | | |
| | | | | | 1,073,201 | | 1.4 | |
BUILDING PRODUCTS — 0.5% | | | | | | |
Jacuzzi Brands, Inc., 1st Lien Term Loan B, 2.560%, 02/07/149 | | | 443 | | | 181,614 | | 0.3 | |
Jacuzzi Brands, Inc., 1st Lien Term Loan, Letter of Credit, 1.120%, 02/07/149 | | | 40 | | | 16,316 | | 0.0 | 12 |
Jacuzzi Brands, Inc., 2nd Lien Term Loan Tranche B-2, 6.810%, 08/07/149 | | | 1,123 | | | 164,665 | | 0.2 | |
| | | | | | | | | |
| | | | | | 362,595 | | 0.5 | |
CHEMICALS — 2.9% | | | | | | |
Cristal Inorganic Chemicals, 1st Lien Term Loan, 2.847%, 05/15/149 | | | 895 | | | 657,662 | | 0.9 | |
Cristal Inorganic Chemicals, 2nd Lien Term Loan, 6.347%, 05/15/149 | | | 500 | | | 300,000 | | 0.4 | |
Lyondell Chemical Co., Dutch Tranche Revolving Credit Loan, 3.815%, 12/20/13 | | | 6 | | | 2,610 | | 0.0 | 12 |
Lyondell Chemical Co., German Tranche B-1 Euro Term Loan, 4.065%, 12/22/14 | | | 17 | | | 7,494 | | 0.0 | 12 |
Lyondell Chemical Co., German Tranche B-2 Euro Term Loan, 4.065%, 12/22/14 | | | 17 | | | 7,494 | | 0.0 | 12 |
Lyondell Chemical Co., German Tranche B-3 Euro Term Loan, 4.065%, 12/22/14 | | | 17 | | | 7,494 | | 0.0 | 12 |
Lyondell Chemical Co., New Money DIP Term Loan, 13.000%, 12/15/09 | | | 89 | | | 91,889 | | 0.1 | |
Lyondell Chemical Co., Roll-Up DIP Term Loan, 5.940%, 12/15/09 | | | 700 | | | 580,738 | | 0.7 | |
Lyondell Chemical Co., Term Loan, 5.940%, 12/15/09 | | | 134 | | | 111,038 | | 0.2 | |
Lyondell Chemical Co., Tranche B-2 Dollar Term Loan, 7.000%, 12/20/14 | | | 75 | | | 32,519 | | 0.1 | |
Lyondell Chemical Co., U.S. Tranche A Dollar Term Loan, | | | | | | | | | |
3.815%, 12/20/13 | | | 43 | | | 18,651 | | 0.0 | 12 |
3.815%, 12/22/13 | | | 14 | | | 6,141 | | 0.0 | 12 |
11
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
CHEMICALS (continued) | | | | | | |
Lyondell Chemical Co., U.S. Tranche B-1 Dollar Term Loan, 7.000%, 12/20/14 | | $ | 75 | | $ | 32,519 | | 0.0 | %12 |
Lyondell Chemical Co., U.S. Tranche B-3 Dollar Term Loan, 7.000%, 12/20/14 | | | 825 | | | 357,164 | | 0.5 | |
Lyondell Chemical Co., U.S. Tranche Primary Revolving Credit Loan, 3.815%, 12/20/14 | | | 23 | | | 9,789 | | 0.0 | 12 |
| | | | | | | | | |
| | | | | | 2,223,202 | | 2.9 | |
COMMERCIAL SERVICES & SUPPLIES — 1.3% | | | | | | |
Clarke American Corp., Term Loan B, 2.810%, 06/27/14 | | | 618 | | | 477,653 | | 0.6 | |
3.098%, 06/27/14 | | | 281 | | | 217,507 | | 0.3 | |
3.708%, 06/27/14 | | | 84 | | | 64,606 | | 0.1 | |
Quebecor World, Inc., Term Loan, 6.597%, 07/10/12 | | | 250 | | | 235,832 | | 0.3 | |
| | | | | | | | | |
| | | | | | 995,598 | | 1.3 | |
DIVERSIFIED MANUFACTURING — 1.0% | | | | | | |
BOC Edwards, 1st Priority Lien Term Loan, 2.310%, 05/31/14 | | | 1,203 | | | 754,743 | | 1.0 | |
| | | | | | | | | |
DIVERSIFIED TELECOMMUNICATION SERVICES — 0.6% | | | |
Level 3 Communications, Term Loan B, 2.571%, 03/13/14 | | | 71 | | | 59,069 | | 0.1 | |
3.389%, 03/13/14 | | | 179 | | | 147,671 | | 0.2 | |
11.500%, 03/13/14 | | | 250 | | | 256,250 | | 0.3 | |
| | | | | | | | | |
| | | | | | 462,990 | | 0.6 | |
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS — 1.0% | |
Isola Group S.A.R.L., 1st Lien Term Loan, 11.000%, 12/18/121,4,9 | | | 445 | | | 200,280 | | 0.3 | |
Isola Group S.A.R.L., 2nd Lien Term Loan, 17.750%, 12/18/131,4,9 | | | 250 | | | 50,000 | | 0.1 | |
Sirius Computer Solutions, 2nd Lien Term Loan, 6.598%, 05/30/139 | | | 1,000 | | | 500,000 | | 0.6 | |
| | | | | | | | | |
| | | | | | 750,280 | | 1.0 | |
FOOD & STAPLES RETAILING — 0.6% | | | | | | |
Rite Aid Corp., Term Loan 3, 6.000%, 06/04/14 | | | 497 | | | 432,322 | | 0.6 | |
| | | | | | | | | |
GAMING — 2.6% | | | | | | |
Fontainebleau Las Vegas Holdings LLC, Delayed Draw Term Loan B, 4.316%, 06/06/141,4 | | | 167 | | | 44,457 | | 0.0 | 12 |
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
GAMING (continued) | | | | | | |
Fontainebleau Las Vegas Holdings LLC, Initial Term Loan, 4.527%, 06/06/141,4 | | $ | 333 | | $ | 88,878 | | 0.1 | % |
Harrah’s Operating Co., Inc., Term B-2 Loan, 4.092%, 01/28/15 | | | 1,028 | | | 750,229 | | 1.0 | |
Venetian Macau, Term B Funded Project Loan, 2.570%, 05/25/13 | | | 1,333 | | | 1,127,773 | | 1.5 | |
| | | | | | | | | |
| | | | | | 2,011,337 | | 2.6 | |
HOTELS, RESTAURANTS & LEISURE — 0.7% | | | | | | |
Outback Steakhouse, Prefunded RC Commitment, 0.449%, 06/14/13 | | | 5 | | | 3,833 | | 0.0 | 12 |
Outback Steakhouse, Term Loan B, 2.625%, 06/14/14 | | | 446 | | | 318,472 | | 0.4 | |
Six Flags Theme Parks, Inc., Term Loan B, 3.350%, 04/30/15 | | | 250 | | | 235,448 | | 0.3 | |
| | | | | | | | | |
| | | | | | 557,753 | | 0.7 | |
HOUSEHOLD PRODUCTS — 0.8% | | | | | | |
Spectrum Brands, Inc., Letter of Credit, 0.170%, 03/30/131,4 | | | 15 | | | 12,837 | | 0.0 | 12 |
6.250%, 03/30/131,4 | | | 10 | | | 8,562 | | 0.0 | 12 |
Spectrum Brands, Inc., Term Loan B, 5.398%, 03/30/131,4 | | | 155 | | | 136,875 | | 0.2 | |
6.250%, 03/30/131,4 | | | 515 | | | 455,639 | | 0.6 | |
| | | | | | | | | |
| | | | | | 613,913 | | 0.8 | |
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS — 3.1% | |
Calpine Corp., 1st Priority Lien Term Loan, 3.475%, 03/29/14 | | | 1,424 | | | 1,258,962 | | 1.7 | |
Texas Competitive Electric Holdings Co. LLC, Initial Tranche B-2 Term Loan, 3.810%, 10/10/14 | | | 8 | | | 5,354 | | 0.0 | 12 |
3.821%, 10/10/14 | | | 975 | | | 695,906 | | 0.9 | |
TPF Generation Holdings LLC, 2nd Lien Term Loan, 4.560%, 12/15/14 | | | 500 | | | 406,875 | | 0.5 | |
| | | | | | | | | |
| | | | | | 2,367,097 | | 3.1 | |
INDUSTRIAL CONGLOMERATES — 1.0% | | | | | | |
Milacron, Inc., Dip Term Loan, 19.000%, 10/07/093 | | | 477 | | | 805,934 | | 1.0 | |
| | | | | | | | | |
INSURANCE — 0.8% | | | | | | | | | |
HMSC Corp., 1st Lien Term Loan, 2.560%, 04/03/14 | | | 978 | | | 606,050 | | 0.8 | |
| | | | | | | | | |
IT SERVICES — 2.9% | | | | | | |
Compucom Systems, Inc., Term Loan, 3.810%, 08/23/149 | | | 906 | | | 815,580 | | 1.1 | |
12
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | |
Description | | Par (000) | | Value | | Percent of Net Assets* | |
| | | | | | | | | |
IT SERVICES (continued) | | | | | | |
First Data Corp., Initial Tranche B-1 Term Loan, 3.060%, 09/24/14 | | $ | 22 | | $ | 16,098 | | 0.0 | %12 |
3.065%, 09/24/14 | | | 371 | | | 277,670 | | 0.4 | |
First Data Corp., Initial Tranche B-3 Term Loan, 3.060%, 09/24/14 | | | 81 | | | 60,168 | | 0.1 | |
3.065%, 09/24/14 | | | 1,394 | | | 1,039,836 | | 1.3 | |
| | | | | | | | | |
| | | | | | 2,209,352 | | 2.9 | |
LEISURE EQUIPMENT & PRODUCTS — 0.0%12 | | | | | | |
True Temper Sports, Inc., 2nd Lien Term Loan, 6.600%, 06/30/111,4,9 | | | 77 | | | 19,633 | | 0.0 | 12 |
| | | | | | | | | |
MEDIA — 4.3% | | | | | | |
CCO Holdings LLC, 3rd Lien Term Loan, 6.750%, 09/06/14 | | | 600 | | | 474,750 | | 0.6 | |
Cengage Learning Acquisitions, Term Loan, 2.810%, 07/15/14 | | | 499 | | | 416,535 | | 0.5 | |
High Plains Broadcasting Operating Co. LLC, Term Loan, 7.250%, 09/14/16 | | | 194 | | | 133,161 | | 0.2 | |
Idearc, Inc., Term Loan B, 3.220%, 11/17/14 | | | 730 | | | 307,717 | | 0.4 | |
Newport Television LLC, Term Loan, 0.000%, 09/14/16 | | | 485 | | | 333,738 | | 0.5 | |
7.250%, 09/14/16 | | | 249 | | | 170,854 | | 0.2 | |
Sirius Satellite Radio, Term Loan, 2.563%, 12/20/12 | | | 491 | | | 422,475 | | 0.5 | |
Univision Communications, Inc., 1st Lien Term Loan, 2.560%, 09/20/14 | | | 1,500 | | | 1,119,840 | | 1.4 | |
| | | | | | | | | |
| | | | | | 3,379,070 | | 4.3 | |
MULTILINE RETAIL — 0.4% | | | | | | |
Dollar General Corp., Tranche B-1 Term Loan, 3.060%, 07/07/14 | | | 22 | | | 20,517 | | 0.0 | 12 |
3.068%, 07/07/14 | | | 5 | | | 4,451 | | 0.0 | 12 |
3.069%, 07/07/14 | | | 5 | | | 5,123 | | 0.0 | 12 |
3.789%, 07/07/14 | | | 32 | | | 30,472 | | 0.1 | |
Dollar General Corp., Tranche B-2 Term Loan, 3.060%, 07/07/14 | | | 250 | | | 234,715 | | 0.3 | |
| | | | | | | | | |
| | | | | | 295,278 | | 0.4 | |
PAPER & FOREST PRODUCTS — 2.1% | | | | | | |
Abitibi-Consolidated Co. of Canada, Term Loan, 9.500%, 03/31/111,4 | | | 694 | | | 556,773 | | 0.7 | |
New Page Corp., Term Loan, 4.062%, 12/21/14 | | | 733 | | | 630,697 | | 0.8 | |
Smurfit Stone Container, Term Loan, 0.000%, 11/01/11 | | | 500 | | | 452,085 | | 0.6 | |
| | | | | | | | | |
| | | | | | 1,639,555 | | 2.1 | |
| | | | | | | | | | |
Description | | Shares/ Par (000) | | | Value | | Percent of Net Assets* | |
| | | | | | | | | | |
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT — 0.6% | |
Freescale Semiconductor, Inc., Incremental Term Loan, 12.500%, 12/15/14 | | $ | 150 | | | $ | 130,081 | | 0.2 | % |
Freescale Semiconductor, Inc., Term Loan, 2.070%, 11/29/13 | | | 493 | | | | 357,256 | | 0.4 | |
| | | | | | | | | | |
| | | | | | | 487,337 | | 0.6 | |
SPECIALTY RETAIL — 0.5% | |
Burlington Coat Factory, Term Loan, 2.560%, 05/28/13 | | | 500 | | | | 391,174 | | 0.5 | |
| | | | | | | | | | |
Total Loan Participations & Assignments | | | | | | | |
(cost $28,207,662) | | | | | | | 22,860,887 | | 29.7 | |
| | | | | | | | | | |
ASSET-BACKED SECURITIES — 1.9% | | | | | | | |
Countrywide Asset-Backed Certificates, Series 2004-13, Class MV8, VAR, 2.014%, 01/25/359 | | | 115 | | | | 6,171 | | 0.0 | 12 |
Long Beach Mortgage Loan Trust, Series 2004-5, Class M6, VAR, 2.814%, 09/25/349 | | | 67 | | | | 4,070 | | 0.0 | 12 |
Unipac IX LLC, 13.000%, 04/11/133,9 | | | 1,500 | | | | 1,462,960 | | 1.9 | |
| | | | | | | | | | |
Total Asset-Backed Securities | | | | | | | | | | |
(cost $1,637,216) | | | | | | | 1,473,201 | | 1.9 | |
| | | | | | | | | | |
Total Fixed Income Investments | | | | | | | | | | |
(cost $152,511,973) | | | | | | | 118,236,275 | | 153.4 | |
| | | | | | | | | | |
COMMON STOCKS — 0.7% | | | | | | | |
AIRLINES — 0.0%12 | | | | | | | |
Delta Air Lines, Inc.1 | | | 3 | | | | 14,689 | | 0.0 | 12 |
| | | | | | | | | | |
AUTO COMPONENTS — 0.0% | | | | | | | |
Glasstech, Inc., Class C1,3 | | | — | 11 | | | — | | 0.0 | |
| | | | | | | | | | |
BROADCASTING & CABLE TV — 0.0%12 | | | | | | | |
Adelphia Recovery Trust1,3 | | | 157 | | | | 2 | | 0.0 | 12 |
| | | | | | | | | | |
BUILDING PRODUCTS — 0.0%12 | | | | | | | |
Lexington Coal Co.1,3 | | | 25 | | | | 27,083 | | 0.0 | 12 |
| | | | | | | | | | |
CONTAINERS & PACKAGING — 0.2% | | | | | | | |
Constar International, Inc.1 | | | 8 | | | | 118,500 | | 0.2 | |
| | | | | | | | | | |
DIVERSIFIED TELECOMMUNICATION SERVICES — 0.3% | | | |
AboveNet, Inc.1,6 | | | 3 | | | | 208,961 | | 0.3 | |
XO Holdings, Inc.1 | | | 1 | | | | 158 | | 0.0 | 12 |
| | | | | | | | | | |
| | | | | | | 209,119 | | 0.3 | |
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS — 0.0%12 | |
Mirant Corp.1 | | | 1 | | | | 14,701 | | 0.0 | 12 |
| | | | | | | | | | |
MEDIA — 0.2% | | | | | | | | | | |
Time Warner Cable, Inc. | | | 5 | | | | 162,530 | | 0.2 | |
| | | | | | | | | | |
13
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (continued)
As of June 30, 2009 (Unaudited)
| | | | | | | | | | |
Description | | Shares (000) | | | Value | | Percent of Net Assets* | |
| | | | | | | | | | |
TEXTILES, APPAREL & LUXURY GOODS — 0.0% | | | |
Broder Brothers Co.1 | | $ | 38 | | | $ | — | | 0.0 | % |
Westpoint Stevens, Inc.1,3 | | | 14 | | | | — | | 0.0 | |
| | | | | | | | | | |
| | | | | | | — | | 0.0 | |
Total Common Stocks | | | | | | | | | | |
(cost $2,924,396) | | | | | | | 546,624 | | 0.7 | |
| | | | | | | | | | |
PREFERRED STOCKS — 2.4% | | | | | | | |
AUTO COMPONENTS — 0.0% | | | | | | | |
Glasstech, Inc., Pfd, Series C 3 | | | — | 11 | | | — | | 0.0 | |
| | | | | | | | | | |
COMMERCIAL BANKS — 2.3% | | | | | | | |
CoBank ABC, Pfd, Private Placement, 7.814%2,14 | | | 40 | | | | 1,395,480 | | 1.8 | |
Royal Bank of Scotland Group plc, Pfd, (United Kingdom), Series 1, ADR, 9.118%, 03/31/10 | | | 500 | | | | 407,500 | | 0.5 | |
| | | | | | | | | | |
| | | | | | | 1,802,980 | | 2.3 | |
MEDIA — 0.1% | | | | | | | |
Spanish Broadcasting System, Inc., Pfd1,3 | | | 481 | | | | 1,215 | | 0.0 | 12 |
Spanish Broadcasting System, Inc., Pfd, Series B, PIK, 10.750%, 05/04/093,14 | | | — | 11 | | | 76,508 | | 0.1 | |
| | | | | | | | | | |
| | | | | | | 77,723 | | 0.1 | |
Total Preferred Stocks | | | | | | | | | | |
(cost $1,654,795) | | | | | | | 1,880,703 | | 2.4 | |
| | | | | | | | | | |
RIGHTS — 0.0% | | | | | | | |
TEXTILES, APPAREL & LUXURY GOODS — 0.0% | | | |
Westpoint Stevens, Inc., expiring 04/25/141,3 (cost $184,476) | | | 13 | | | | — | | 0.0 | |
| | | | | | | | | | |
WARRANTS — 0.1% | | | | | | | |
DIVERSIFIED TELECOMMUNICATION SERVICES — 0.1% | |
AboveNet, Inc., Class CW10, expiring 09/08/10 (Strike Price $24.00)1,3,9 | | | 1 | | | | 45,046 | | 0.1 | |
XO Holdings, Inc., Series A, expiring 01/16/10 (Strike Price $6.25)1 | | | 1 | | | | 11 | | 0.0 | 12 |
XO Holdings, Inc., Series B, expiring 01/16/10 (Strike Price $7.50)1 | | | 1 | | | | 2 | | 0.0 | 12 |
| | | | | | | | | | |
Description | | Shares (000) | | Value | | | Percent of Net Assets* | |
| | | | | | | | | | |
DIVERSIFIED TELECOMMUNICATION SERVICES (continued) | |
XO Holdings, Inc., Series C, expiring 01/16/10 (Strike Price $10.00)1 | | $ | 1 | | $ | 8 | | | 0.0 | 12% |
| | | | | | | | | | |
| | | | | | 45,067 | | | 0.1 | |
TRANSPORTATION SERVICES — 0.0% | | | | | | | |
IdleAire Technologies Corp., expiring 12/15/15 (Strike Price $1.00)1,3 | | | 1 | | | — | | | 0.0 | |
Total Warrants | | | | | | | | | | |
(cost $208,600) | | | | | | 45,067 | | | 0.1 | |
| | | | | | | | | | |
Total Equity Investments | | | | | | | | | | |
(cost $4,972,267) | | | | | | 2,472,394 | | | 3.2 | |
| | | | | | | | | | |
SHORT-TERM INVESTMENT — 1.7% | | | | | | | |
INVESTMENT COMPANY — 1.7% | | | | | | | |
JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.410%5,13 (cost 1,301,422) | | | 1,301 | | | 1,301,422 | | | 1.7 | |
| | | | | | | | | | |
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES ON LOAN — 9.4% | |
INVESTMENT COMPANY — 9.4% | | | | | | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.450%5,13 (cost $7,246,366) | | | 7,246 | | | 7,246,366 | | | 9.4 | |
| | | | | | | | | | |
TOTAL INVESTMENTS | | | | | | | | | | |
(cost $166,032,028) | | | | | | 129,256,457 | | | 167.7 | |
Other Liabilities in Excess of Other Assets | | | (52,172,273 | ) | | (67.7 | ) |
| | | | | | | | | | |
NET ASSETS | | | | | $ | 77,084,184 | | | 100.0 | % |
| | | | | | | | | | |
ADR | | American Depositary Receipt |
VAR | | Variable Rate Security. The interest rate shown is the rate in effect as of June 30, 2009. |
14
PACHOLDER HIGH YIELD FUND, INC.
Schedule of Portfolio Investments (concluded)
As of June 30, 2009 (Unaudited)
* | | Applicable to common stockholders. |
1 | | Non-income producing security. |
2 | | Security is exempt from registration under Rule 144A of the Securities Act of 1933. Unless otherwise indicated, this security has been determined to be liquid under procedures established by the Board of Directors and may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities amounted to $28,292,521 and 36.7% of net assets. |
3 | | Fair valued security. These securities amounted to $4,784,015 and 6.2% of net assets. |
5 | | Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by J.P. Morgan Investment Management Inc. |
6 | | All or a portion of the security is on loan. Securities on loan have a fair market value of $7,205,213. |
7 | | Step-up bond. Interest rate is effective rate as of June 30, 2009. |
8 | | Restricted security. These securities amounted to $1,582,937 and 2.1% of net assets. |
9 | | Security deemed to be illiquid. These securities amounted to $11,155,131 and 14.5% of net assets. |
10 | | All or a portion of the security is reserved for current or potential holdings of swaps, TBAs, when-issued securities and delayed delivery securities. |
11 | | Amount rounds to less than 1,000 shares. |
12 | | Amount rounds to less than 0.1%. |
13 | | The rate shown is the current yield as of June 30, 2009. |
14 | | Security is perpetual and, thus, does not have a predetermined maturity date. The coupon rate for this security is fixed for a period of time and may be structured to adjust thereafter. The date shown reflects the next call date. The coupon rate shown is the rate in effect as of June 30, 2009. |
See Notes to Financial Statements.
15
PACHOLDER HIGH YIELD FUND, INC.
Statement of Assets and Liabilities
As of June 30, 2009 (Unaudited)
| | | | |
ASSETS: | | | | |
Investments in non-affiliates, at value | | $ | 120,708,669 | |
Investments in affiliates, at value | | | 8,547,788 | |
| | | | |
Total investment securities, at value | | | 129,256,457 | |
Cash | | | 27,382 | |
Receivables: | | | | |
Investment securities sold | | | 1,237,611 | |
Interest and dividends | | | 2,066,554 | |
Unrealized appreciation on unfunded commitments | | | 1,246 | |
Due from Administrator | | | 35,037 | |
Prepaid expenses and other assets | | | 23,613 | |
| | | | |
Total Assets | | | 132,647,900 | |
| | | | |
LIABILITIES: | | | | |
Payables: | | | | |
Dividends | | | 4,054 | |
Investment securities purchased | | | 4,071,712 | |
Collateral for securities lending program | | | 7,246,366 | |
Outstanding swap contracts, at value | | | 916,895 | |
Accrued liabilities: | | | | |
Investment advisory fees | | | 250,099 | |
Administration fees | | | 4,961 | |
Custodian and accounting fees | | | 4,680 | |
Trustees’ and Chief Compliance Officer’s fees | | | 3,671 | |
Other | | | 61,278 | |
| | | | |
Total Liabilities | | | 12,563,716 | |
| | | | |
Less: Outstanding Preferred Stock (1,720 shares at $25,000 per share) at liquidation value | | | 43,000,000 | |
| | | | |
Net Assets Applicable to Common Stockholders | | $ | 77,084,184 | |
| | | | |
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: | | | | |
Common Stock, $0.01 par value; 49,996,320 shares authorized 12,950,905 shares issued and outstanding | | $ | 129,509 | |
Capital in excess of par | | | 172,778,010 | |
Undistributed net investment income | | | 3,058,445 | |
Accumulated net realized gains (losses) | | | (61,190,560 | ) |
Net unrealized appreciation (depreciation) | | | (37,691,220 | ) |
| | | | |
Total Net Assets applicable to common stockholders | | $ | 77,084,184 | |
| | | | |
Shares Outstanding | | | 12,950,905 | |
Net asset value per Common Share ($77,084,184/12,950,905) | | $ | 5.95 | |
Cost of investments in non-affiliates | | $ | 157,484,240 | |
Cost of investments in affiliates | | | 8,547,788 | |
Value of securities on loan | | | 7,205,213 | |
See Notes to Financial Statements.
Statement of Operations
For the Six Months Ended June 30, 2009 (Unaudited)
| | | | |
INVESTMENT INCOME: | | | | |
Interest income from non-affiliates | | $ | 5,142,905 | |
Dividend income from non-affiliates | | | 268,441 | |
Dividend income from affiliates | | | 9,128 | |
Income from securities lending (net) | | | 17,588 | |
| | | | |
Total Investment Income | | | 5,438,062 | |
EXPENSES: | | | | |
Investment advisory fees (Note 6) | | | 466,226 | |
Administration fees (Note 6) | | | 52,105 | |
Custodian and accounting fees (Note 6) | | | 16,857 | |
Audit fees | | | 37,744 | |
Legal fees | | | 26,253 | |
Director’s fees and expenses | | | 15,442 | |
Printing and mailing costs | | | 33,884 | |
Transfer agent fees | | | 9,412 | |
Stock exchange listing fees | | | 9,888 | |
Insurance | | | 14,436 | |
Board restructuring and related proxy expenses | | | 104,433 | |
| | | | |
Operating Expenses | | | 786,680 | |
Commissions on auction rate preferred stock | | | 90,231 | |
| | | | |
Total Expenses | | | 876,911 | |
Less amounts waived | | | (104,433 | ) |
Less earnings credits | | | (17 | ) |
| | | | |
Net Expenses | | | 772,461 | |
| | | | |
Net Investment Income (loss) | | | 4,665,601 | |
REALIZED/UNREALIZED GAINS (LOSSES): | | | | |
Net realized gain (loss) on transactions from: | | | | |
Investments in non-affiliates | | | (6,722,212 | ) |
Swaps | | | (495,478 | ) |
| | | | |
Net realized gain (loss) | | | (7,217,690 | ) |
Change in net unrealized appreciation (depreciation) of: | | | | |
Investments in non-affiliates | | | 29,933,955 | |
Swaps | | | 353,453 | |
Unfunded commitments | | | 106,791 | |
| | | | |
Change in net unrealized appreciation (depreciation) | | | 30,394,199 | |
| | | | |
Net realized/unrealized gains (losses) | | | 23,176,509 | |
| | | | |
Change in net assets resulting from operations | | | 27,842,110 | |
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS FROM NET INVESTMENT INCOME | | | (32,713 | ) |
| | | | |
NET INCREASE/(DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM OPERATIONS | | $ | 27,809,397 | |
| | | | |
See Notes to Financial Statements.
16
PACHOLDER HIGH YIELD FUND, INC.
Statement of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended 6/30/2009 (Unaudited) | | | Year Ended 12/31/2008 | |
INCREASE/(DECREASE) IN NET ASSETS: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income (loss) | | $ | 4,665,601 | | | $ | 15,538,444 | |
Net realized gain (loss) | | | (7,217,690 | ) | | | (11,009,018 | ) |
Change in net unrealized appreciation (depreciation) | | | 30,394,199 | | | | (55,922,165 | ) |
Distributions to preferred stockholders from net investment income | | | (32,713 | ) | | | (2,124,511 | ) |
| | | | | | | | |
Net increase/(decrease) in net assets resulting from operations applicable to common stockholders | | | 27,809,397 | | | | (53,517,250 | ) |
| | | | | | | | |
DISTRIBUTIONS TO COMMON STOCKHOLDERS FROM: | | | | | | | | |
Net investment income | | | (4,273,662 | ) | | | (11,391,518 | ) |
| | | | | | | | |
Total distributions to common stockholders | | | (4,273,662 | ) | | | (11,391,518 | ) |
| | | | | | | | |
FUND SHARE TRANSACTIONS (NOTE 2): | | | | | | | | |
Value of 2,494 and 6,196 shares issued in reinvestment of dividends to common stockholders in 2009 and 2008, respectively | | | 11,098 | | | | 43,683 | |
| | | | | | | | |
Total increase in net assets derived from fund share transactions | | | 11,098 | | | | 43,683 | |
| | | | | | | | |
Total net increase/(decrease) in net assets applicable to common stockholders | | | 23,546,833 | | | | (64,865,085 | ) |
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: | | | | | | | | |
Beginning of period | | | 53,537,351 | | | | 118,402,436 | |
| | | | | | | | |
End of period | | $ | 77,084,184 | | | $ | 53,537,351 | |
| | | | | | | | |
Undistributed Net Investment Income | | $ | 3,058,445 | | | $ | 2,699,219 | |
| | | | | | | | |
See Notes to Financial Statements.
Statement of Cash Flows
For the Six Months Ended June 30, 2009 (Unaudited)
| | | | |
INCREASE (DECREASE) IN CASH | | | | |
Cash flows provided (used) by operating activities: | | | | |
Net increase in net assets from operations | | $ | 27,842,110 | |
Adjustments to reconcile net increase/decrease in net assets from operations to net cash provided (used) by operating activities: | | | | |
Purchase of investment securities | | | (32,751,093 | ) |
Proceeds from disposition of investment securities | | | 28,233,580 | |
Proceeds of short-term investments, net | | | 229,605 | |
Purchases of collateral for securities on loan, net | | | (7,042,403 | ) |
Unrealized appreciation/depreciation on swap contracts | | | (353,453 | ) |
Unrealized appreciation/depreciation on investments | | | (29,933,955 | ) |
Unrealized appreciation/depreciation on unfunded commitments | | | (106,791 | ) |
Realized gain/loss on investments | | | 6,722,212 | |
Realized gain/loss on swap contracts | | | 495,478 | |
Increase in due from Administrator | | | (35,037 | ) |
Increase in receivable for investments sold | | | (979,856 | ) |
Decrease in interest and dividends receivable | | | 627,387 | |
Increase in prepaid expenses and other assets | | | (3,844 | ) |
Increase in payable for investments purchased | | | 3,963,504 | |
Increase in collateral for securities lending payable | | | 7,042,403 | |
Increase in dividends and distributions payable | | | 1,009 | |
Decrease in excise tax payable | | | (69,200 | ) |
Increase in accrued expenses and other liabilities | | | 147,831 | |
Net (amortization)/accretion of income | | | (257,137 | ) |
| | | | |
Net cash provided (used) by operating activities | | | 3,772,350 | |
| | | | |
Cash flows provided (used) by financing activities: | | | | |
Cash distributions paid to common stockholders (net of reinvestments of $11,098) | | | (4,262,564 | ) |
Cash distributions paid to preferred stockholders | | | (32,713 | ) |
| | | | |
Net cash provided (used) by financing activities | | | (4,295,277 | ) |
| | | | |
Net decrease in cash | | | (522,927 | ) |
| | | | |
Cash: | | | | |
Beginning of period | | | 550,309 | |
| | | | |
End of period | | $ | 27,382 | |
| | | | |
For purposes of reporting the Statement of Cash Flows, the Fund considers all cash accounts that are not subject to withdrawal restrictions or penalties to be cash equivalents.
17
PACHOLDER HIGH YIELD FUND, INC.
Financial Highlights
(Contained below is per share operating performance data for a share of common stock outstanding, total return performance, ratios to average net assets and other supplemental data. This information has been derived from information provided in the financial statements calculated using average shares outstanding and market price data for the Fund’s shares.)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Six Months Ended June 30, 2009 (Unaudited) | | | For the Year Ended December 31, | |
| | | 2008 | | | 2007 | | | 2006 | | | 2005 | | | 2004 | |
Net asset value, beginning of period | | $ | 4.14 | | | $ | 9.15 | | | $ | 9.95 | | | $ | 8.94 | | | $ | 9.55 | | | $ | 8.59 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.36 | | | | 1.21 | | | | 1.21 | | | | 1.09 | | | | 1.12 | | | | 1.08 | |
Net realized and unrealized gain/(loss) on investments | | | 1.78 | | | | (5.18 | ) | | | (0.84 | ) | | | 1.07 | | | | (0.67 | ) | | | 0.93 | |
Cumulative effect on change in fixed income valuation (Note 1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.07 | ) |
Distributions to preferred stockholders from net investment income | | | — | (13) | | | (0.16 | ) | | | (0.27 | ) | | | (0.25 | ) | | | (0.16 | ) | | | (0.08 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase/(decrease) in net asset value resulting from operations | | | 2.14 | | | | (4.13 | ) | | | 0.10 | | | | 1.91 | | | | 0.29 | | | | 1.86 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions to Common Stockholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.33 | ) | | | (0.88 | ) | | | (0.90 | ) | | | (0.90 | ) | | | (0.90 | ) | | | (0.90 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, end of period | | $ | 5.95 | | | $ | 4.14 | | | $ | 9.15 | | | $ | 9.95 | | | $ | 8.94 | | | $ | 9.55 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Market value per share, end of period | | $ | 5.23 | | | $ | 3.68 | | | $ | 8.10 | | | $ | 9.80 | | | $ | 8.50 | | | $ | 9.82 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENT RETURN(1): | | | | | | | | | | | | | | | | | | | | | | | | |
Based on market value per common share(2)(3) | | | 52.88 | % | | | (47.76 | %) | | | (9.01 | %) | | | 26.78 | % | | | (4.46 | %) | | | 18.67 | % |
Based on net asset value per common share(3)(4)(5) | | | 54.54 | % | | | (47.98 | %) | | | 1.24 | % | | | 22.38 | % | | | 3.33 | % | | | 22.79 | % |
RATIOS TO AVERAGE NET ASSETS(6)(7): | | | | | | | | | | | | | | | | | | | | | | | | |
Net expenses (including expenses related to leverage)(8)(9)(10) | | | 1.48 | %(14) | | | 0.59 | % | | | 1.27 | % | | | 1.95 | % | | | 1.59 | % | | | 1.92 | % |
Applicable to common stockholders only(8)(10)(11) | | | 2.49 | %(15) | | | 0.99 | % | | | 1.92 | % | | | 3.01 | % | | | 2.48 | % | | | 3.03 | % |
Net expenses (prior to expenses related to leverage)(8)(9)(10) | | | 1.30 | %(14) | | | 0.49 | % | | | 1.18 | % | | | 1.86 | % | | | 1.50 | % | | | 1.83 | % |
Applicable to common stockholders only(8)(10)(11) | | | 2.20 | %(15) | | | 0.82 | % | | | 1.79 | % | | | 2.87 | % | | | 2.34 | % | | | 2.88 | % |
Net investment income(10)(11) | | | 15.06 | % | | | 16.22 | % | | | 12.18 | % | | | 11.61 | % | | | 12.39 | % | | | 12.14 | % |
SUPPLEMENTAL DATA: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets at end of period, net of preferred stock (000) | | $ | 77,084 | | | $ | 53,537 | | | $ | 118,402 | | | $ | 128,712 | | | $ | 115,429 | | | $ | 123,180 | |
Portfolio turnover rate(3) | | | 27 | % | | | 36 | % | | | 64 | % | | | 75 | % | | | 95 | % | | | 73 | % |
SENIOR SECURITIES: | | | | | | | | | | | | | | | | | | | | | | | | |
Number of preferred shares outstanding at end of period | | | 1,720 | | | | 1,720 | | | | 2,640 | | | | 2,640 | | | | 2,640 | | | | 2,640 | |
Asset coverage per share of preferred stock outstanding at end of period(12) | | $ | 69,816 | | | $ | 56,126 | | | $ | 69,849 | | | $ | 73,755 | | | $ | 68,723 | | | $ | 71,660 | |
Involuntary liquidation preference and average market value per share of preferred stock | | $ | 25,000 | | | $ | 25,000 | | | $ | 25,000 | | | $ | 25,000 | | | $ | 25,000 | | | $ | 25,000 | |
1 | | Total investment return excludes the effects of commissions. Dividends and distributions to common stockholders, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Rights offerings, if any, are assumed, for purposes of this calculation, to be fully subscribed under the terms of the rights offering. |
2 | | Assumes an investment at the common share market value at the beginning of the period indicated and sale of all shares at the closing common share market value at the end of the period indicated. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. |
3 | | Not annualized for periods less than one year. |
4 | | Assumes an investment at the common share net asset value at the beginning of the period indicated and sale of all shares at the closing common share net asset value at the end of the period indicated. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. |
5 | | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for common stockholder transactions. |
6 | | Ratios do not include the effect of dividends to preferred stock. |
7 | | See Note 6 in the Notes to Financial Statements. |
8 | | Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted. |
9 | | Ratios calculated relative to the average net assets of both common and preferred stockholders. |
10 | | Annualized for periods less than one year. |
11 | | Ratios calculated relative to the average net assets of common stockholders only. |
12 | | Calculated by subtracting the Fund’s total liabilities (not including the preferred stock) from the Fund’s total assets, and dividing this by the number of preferred shares outstanding. |
13 | | Amount rounds to less than $0.01. |
14 | | The Advisor and Administrator voluntarily agreed to waive fees during the six months ended June 30, 2009. Without these waivers, the ratio would have been higher by 0.20%. |
15 | | The Advisor and Administrator voluntarily agreed to waive fees during the six months ended June 30, 2009. Without these waivers, the ratio would have been higher by 0.34%. |
See Notes to Financial Statements.
18
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited)
1. | | SIGNIFICANT ACCOUNTING POLICIES — Pacholder High Yield Fund, Inc. (the “Fund”) is a closed-end, diversified management investment company with a leveraged capital structure. The Fund’s investment objective is to provide a high level of total return through current income and capital appreciation. Under normal circumstances, the Fund invests at least 80% of the value of its assets in high yield debt securities. The Fund invests primarily in fixed income securities of domestic companies. The Fund was incorporated under the laws of the State of Maryland in August 1988. |
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
| A. | | SECURITY VALUATIONS — Fixed income securities (other than certain short-term investments maturing in less than 61 days) are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Directors. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments (other than certain high yield securities) maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Fund may, depending upon market conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used by the Fund to value securities may differ from the value that would be realized if these securities were sold and the differences could be material. Futures and options shall generally be valued on the basis of available market quotations. Swaps and other derivatives are valued daily primarily using independent or affiliated pricing services approved by the Board of Directors. If valuations are not available from such services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or counterparty. Investments in other open-end investment companies are valued at such investment company’s current day closing net asset value per share. Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Fund are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be the NASDAQ Official Closing Price. |
Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Board of Directors. Valuations may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could have been material. At June 30, 2009, there were fair-valued securities of $4,784,015.
Valuations reflected in this report are as of the report date. As a result, changes in valuation due to significant market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
The various inputs that are used in determining the fair value of the Fund’s investments are summarized into the three broad levels listed below.
| • | | Level 1 — quoted prices in active markets for identical securities |
| • | | Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
| • | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used as of June 30, 2009 in valuing the Fund’s assets and liabilities carried at fair value:
| | | | | | | | | | |
Valuation Inputs | | Investments in Securities | | Appreciation in Other Financial Instruments* | | Depreciation in Other Financial Instruments* | |
Level 1 — Quoted prices | | $ | 9,067,348 | | $ | — | | $ | — | |
Level 2 — Other significant observable inputs | | | 115,405,094 | | | — | | | (916,895 | ) |
Level 3 — Significant unobservable inputs | | | 4,784,015 | | | — | | | — | |
| | | | | | | | | | |
Total | | $ | 129,256,457 | | $ | — | | $ | (916,895 | ) |
| | | | | | | | | | |
* | | Other financial instruments may include futures, forwards and swap contracts. |
19
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
The following table represents each valuation input by industry as presented on the Schedule of Portfolio Investments:
| | | | | | | | | | | | |
| | Level 1 Quoted Prices | | Level 2 Other Significant Observable Inputs | | Level 3 Significant Unobservable Inputs | | Total |
| | | | | | | | | | | | |
Investments in Securities | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | |
Airlines | | $ | 14,689 | | $ | — | | $ | — | | $ | 14,689 |
Broadcasting & Cable TV | | | — | | | — | | | 2 | | | 2 |
Building Products | | | — | | | — | | | 27,083 | | | 27,083 |
Containers & Packaging | | | 118,500 | | | — | | | — | | | 118,500 |
Diversified Telecommunication Services | | | 209,119 | | | — | | | — | | | 209,119 |
Independent Power Producers & Energy Traders | | | 14,701 | | | — | | | — | | | 14,701 |
Media | | | 162,530 | | | — | | | — | | | 162,530 |
Textiles, Apparel & Luxury Goods | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | |
Total Common Stocks | | | 519,539 | | | — | | | 27,085 | | | 546,624 |
| | | | | | | | | | | | |
Preferred Stocks | | | | | | | | | | | | |
Commercial Banks | | | — | | | 1,802,980 | | | — | | | 1,802,980 |
Containers & Packaging | | | — | | | — | | | — | | | — |
Media | | | — | | | — | | | 77,723 | | | 77,723 |
| | | | | | | | | | | | |
Total Preferred Stocks | | | — | | | 1,802,980 | | | 77,723 | | | 1,880,703 |
| | | | | | | | | | | | |
Debt Securities | | | | | | | | | | | | |
Asset-Backed Securities | | | — | | | 10,241 | | | 1,462,960 | | | 1,473,201 |
Corporate Bonds | | | | | | | | | | | | |
Advertising | | | — | | | 151,125 | | | — | | | 151,125 |
Aerospace & Defense | | | — | | | 129,375 | | | — | | | 129,375 |
Airlines | | | — | | | 2,283,879 | | | 214,059 | | | 2,497,938 |
Auto Components | | | — | | | 139,241 | | | — | | | 139,241 |
Automobiles | | | — | | | 496,643 | | | — | | | 496,643 |
Beverages | | | — | | | 554,910 | | | — | | | 554,910 |
Broadcasting & Cable TV | | | — | | | 63,482 | | | — | | | 63,482 |
Building Products | | | — | | | 176,000 | | | — | | | 176,000 |
Chemicals | | | — | | | 2,486,969 | | | — | | | 2,486,969 |
Commercial Banks | | | — | | | 1,145,210 | | | — | | | 1,145,210 |
Commercial Services & Supplies | | | — | | | 1,917,012 | | | — | | | 1,917,012 |
Communications Equipment | | | — | | | 560,000 | | | — | | | 560,000 |
Computers & Peripherals | | | — | | | 544,375 | | | — | | | 544,375 |
Construction Engineering | | | — | | | 1,609,695 | | | — | | | 1,609,695 |
Construction Materials | | | — | | | 966,682 | | | — | | | 966,682 |
Consumer Finance | | | — | | | 5,020,202 | | | — | | | 5,020,202 |
Consumer Products | | | — | | | 1,605,844 | | | — | | | 1,605,844 |
Containers & Packaging | | | — | | | 1,845,812 | | | 62,100 | | | 1,907,912 |
Distributors | | | — | | | 635,756 | | | — | | | 635,756 |
Diversified Consumer Services | | | — | | | 1,756,882 | | | — | | | 1,756,882 |
Diversified Financial Services | | | — | | | 2,323,554 | | | — | | | 2,323,554 |
Diversified Manufacturing | | | — | | | 1,363,939 | | | — | | | 1,363,939 |
20
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
| | | | | | | | | | | | |
| | Level 1 Quoted Prices | | Level 2 Other Significant Observable Inputs | | Level 3 Significant Unobservable Inputs | | Total |
| | | | | | | | | | | | |
Diversified Telecommunication Services | | $ | — | | $ | 2,343,600 | | $ | — | | $ | 2,343,600 |
Electric Utilities | | | — | | | 191,500 | | | — | | | 191,500 |
Electrical Equipment | | | — | | | 121,094 | | | — | | | 121,094 |
Electronic Equipment, Instruments & Components | | | — | | | 1,040,100 | | | 389,043 | | | 1,429,143 |
Energy Equipment & Services | | | — | | | 2,903,905 | | | — | | | 2,903,905 |
Food & Staples Retailing | | | — | | | 2,959,587 | | | — | | | 2,959,587 |
Food Products | | | — | | | 1,785,534 | | | 8,718 | | | 1,794,252 |
Gaming | | | — | | | 3,778,558 | | | — | | | 3,778,558 |
Health Care Providers & Services | | | — | | | 4,120,600 | | | — | | | 4,120,600 |
Hotels, Restaurants & Leisure | | | — | | | 1,518,338 | | | — | | | 1,518,338 |
Household Durables | | | — | | | 848,750 | | | — | | | 848,750 |
Independent Power Producers & Energy Traders | | | — | | | 5,088,076 | | | — | | | 5,088,076 |
Industrial Conglomerates | | | — | | | 1,604,680 | | | 85,050 | | | 1,689,730 |
Industrial Machinery | | | — | | | 1,413,740 | | | — | | | 1,413,740 |
Insurance | | | — | | | 3,627,459 | | | — | | | 3,627,459 |
IT Services | | | — | | | 300,000 | | | — | | | 300,000 |
Leisure Equipment & Products | | | — | | | 41,500 | | | — | | | 41,500 |
Marine | | | — | | | 575,750 | | | — | | | 575,750 |
Media | | | — | | | 8,653,904 | | | — | | | 8,653,904 |
Metals & Mining | | | — | | | 240,000 | | | 881,650 | | | 1,121,650 |
Multiline Retail | | | — | | | 378,000 | | | — | | | 378,000 |
Multi-Utilities | | | — | | | 328,500 | | | — | | | 328,500 |
Oil, Gas & Consumable Fuels | | | — | | | 5,249,556 | | | — | | | 5,249,556 |
Paper & Forest Products | | | — | | | 2,247,907 | | | — | | | 2,247,907 |
Pharmaceuticals | | | — | | | 1,675,946 | | | — | | | 1,675,946 |
Real Estate Investment Trusts (REITs) | | | — | | | 54,156 | | | — | | | 54,156 |
Road & Rail | | | — | | | 1,521,908 | | | — | | | 1,521,908 |
Semiconductors & Semiconductor Equipment | | | — | | | 1,832,192 | | | — | | | 1,832,192 |
Specialty Retail | | | — | | | 2,213,780 | | | 460,000 | | | 2,673,780 |
Textiles, Apparel & Luxury Goods | | | — | | | 667,500 | | | 250,497 | | | 917,997 |
Tobacco | | | — | | | 1,515,275 | | | — | | | 1,515,275 |
Trading Companies & Distributors | | | — | | | 178,500 | | | — | | | 178,500 |
Transportation Services | | | — | | | — | | | 14,150 | | | 14,150 |
Wireless Telecommunication Services | | | — | | | 2,740,438 | | | — | | | 2,740,438 |
| | | | | | | | | | | | |
Total Corporate Bonds | | | — | | | 91,536,920 | | | 2,365,267 | | | 93,902,187 |
| | | | | | | | | | | | |
Loan Participations & Assignments | | | | | | | | | | | | |
Airlines | | | — | | | 422,473 | | | — | | | 422,473 |
Automobiles | | | — | | | 1,073,201 | | | — | | | 1,073,201 |
Building Products | | | — | | | 362,595 | | | — | | | 362,595 |
Chemicals | | | — | | | 2,223,202 | | | — | | | 2,223,202 |
Commercial Services & Supplies | | | — | | | 995,598 | | | — | | | 995,598 |
Diversified Manufacturing | | | — | | | 754,743 | | | — | | | 754,743 |
Diversified Telecommunication Services | | | — | | | 462,990 | | | — | | | 462,990 |
Electronic Equipment, Instruments & Components | | | — | | | 750,280 | | | — | | | 750,280 |
Food & Staples Retailing | | | — | | | 432,322 | | | — | | | 432,322 |
Gaming | | | — | | | 2,011,337 | | | — | | | 2,011,337 |
21
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
| | | | | | | | | | | | | | |
| | Level 1 Quoted Prices | | Level 2 Other Significant Observable Inputs | | | Level 3 Significant Unobservable Inputs | | Total | |
Hotels, Restaurants & Leisure | | $ | — | | $ | 557,753 | | | $ | — | | $ | 557,753 | |
Household Products | | | — | | | 613,913 | | | | — | | | 613,913 | |
Independent Power Producers & Energy Traders | | | — | | | 2,367,097 | | | | — | | | 2,367,097 | |
Industrial Conglomerates | | | — | | | — | | | | 805,934 | | | 805,934 | |
Insurance | | | — | | | 606,050 | | | | — | | | 606,050 | |
IT Services | | | — | | | 2,209,352 | | | | — | | | 2,209,352 | |
Leisure Equipment & Products | | | — | | | 19,633 | | | | — | | | 19,633 | |
Media | | | — | | | 3,379,070 | | | | — | | | 3,379,070 | |
Multiline Retail | | | — | | | 295,278 | | | | — | | | 295,278 | |
Paper & Forest Products | | | — | | | 1,639,555 | | | | — | | | 1,639,555 | |
Semiconductors & Semiconductor Equipment | | | — | | | 487,337 | | | | — | | | 487,337 | |
Specialty Retail | | | — | | | 391,174 | | | | — | | | 391,174 | |
| | | | | | | | | | | | | | |
Total Loan Participations & Assignments | | | — | | | 22,054,953 | | | | 805,934 | | | 22,860,887 | |
| | | | | | | | | | | | | | |
Rights | | | | | | | | | | | | | | |
Textiles, Apparel & Luxury Goods | | | — | | | — | | | | — | | | — | |
Warrants | | | | | | | | | | | | | | |
Diversified Telecommunication Services | | | 21 | | | — | | | | 45,046 | | | 45,067 | |
Transportation Services | | | — | | | — | | | | — | | | — | |
| | | | | | | | | | | | | | |
Total Warrants | | | 21 | | | — | | | | 45,046 | | | 45,067 | |
| | | | | | | | | | | | | | |
Short-Term Investments | | | | | | | | | | | | | | |
Investment Companies | | | 1,301,422 | | | — | | | | — | | | 1,301,422 | |
Investments of Cash Collateral for Securities on Loan | | | 7,246,366 | | | — | | | | — | | | 7,246,366 | |
| | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 9,067,348 | | $ | 115,405,094 | | | $ | 4,784,015 | | $ | 129,256,457 | |
| | | | | | | | | | | | | | |
Depreciation in Other Financial Instruments | | | | | | | | | | | | | | |
Interest Rate Swaps | | | — | | | (916,895 | ) | | | — | | | (916,895 | ) |
The following is a summary of investments for which significant unobservable inputs (Level 3) were used in determining fair value:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance as of 12/31/08 | | Realized gain (loss) | | Change in unrealized appreciation (depreciation) | | | Net amortization/ accretion | | | Net purchases (sales) | | | Net transfers in (out) of Level 3 | | | Balance as of 06/30/09 |
Investments in Securities | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Bonds — Airlines | | $ | 314,944 | | $ | 4,254 | | $ | 17,458 | | | $ | 10,094 | | | $ | (132,691 | ) | | $ | — | | | $ | 214,059 |
Corporate Bonds — Containers & Packaging | | | 62,100 | | | — | | | — | | | | — | | | | — | | | | — | | | | 62,100 |
Corporate Bonds — Electronic Equipment, Instruments & Components | | | 351,671 | | | — | | | 37,372 | | | | — | | | | — | | | | — | | | | 389,043 |
Corporate Bonds — Food Products | | | 8,718 | | | — | | | — | | | | — | | | | — | | | | — | | | | 8,718 |
Corporate Bonds — Independent Power Producers & Energy Traders | | | 70,000 | | | — | | | — | | | | — | | | | — | | | | (70,000 | ) | | | — |
Corporate Bonds — Industrial Conglomerates | | | — | | | — | | | — | | | | — | | | | — | | | | 85,050 | | | | 85,050 |
Corporate Bonds — Metals & Mining | | | — | | | — | | | (251,574 | ) | | | 5,049 | | | | 1,128,175 | | | | — | | | | 881,650 |
Corporate Bonds — Specialty Retail | | | — | | | — | | | (40,000 | ) | | | | | | | 500,000 | | | | — | | | | 460,000 |
Corporate Bonds — Textile, Apparel & Luxury Goods | | | — | | | — | | | (126,066 | ) | | | (110 | ) | | | 376,673 | | | | — | | | | 250,497 |
Corporate Bonds — Transportation Services | | | 14,150 | | | — | | | — | | | | — | | | | — | | | | — | | | | 14,150 |
Loan Participations & Assignments — Industrial Conglomerates | | | — | | | — | | | 445,574 | | | | 38,955 | | | | 321,405 | | | | — | | | | 805,934 |
22
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
| | | | | | | | | | | | | | | | | | | | | |
| | Balance as of 12/31/08 | | Realized gain (loss) | | Change in unrealized appreciation (depreciation) | | Net amortization/ accretion | | Net purchases (sales) | | Net transfers in (out) of Level 3 | | Balance as of 06/30/09 |
Asset-Backed Securities | | $ | 1,458,514 | | $ | — | | $ | 853 | | $ | 3,593 | | $ | — | | $ | — | | $ | 1,462,960 |
Common Stocks — Broadcasting & Cable TV | | | 2 | | | — | | | — | | | — | | | — | | | — | | | 2 |
Common Stocks — Building Products | | | 26,323 | | | — | | | 760 | | | — | | | — | | | — | | | 27,083 |
Common Stocks — Containers & Packaging | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Common Stocks — Textiles, Apparel & Luxury Goods | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Preferred Stocks — Containers & Packaging | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Preferred Stocks — Media | | | 76,507 | | | — | | | 1,216 | | | — | | | — | | | — | | | 77,723 |
Rights — Textiles, Apparel & Luxury Goods | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Warrants — Diversified Telecommunication Services | | | 3,915 | | | — | | | 41,131 | | | — | | | — | | | — | | | 45,046 |
Warrants — Transportation Services | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 2,386,844 | | $ | 4,254 | | $ | 126,724 | | $ | 57,581 | | $ | 2,193,562 | | $ | 15,050 | | $ | 4,784,015 |
| | | | | | | | | | | | | | | | | | | | | |
Transfers into Level 3 are valued utilizing values as of the end of the period and transfers out of Level 3 are valued utilizing values as of the beginning of the period.
The change in unrealized appreciation (depreciation) attributable to securities owned at June 30, 2009, which were valued using significant unobservable inputs (Level 3) amounted to $(876,594). This amount is included in Change in net unrealized appreciation (depreciation) of investments in non-affiliates on the Statement of Operations and the Statement of Changes in Net Assets.
| B. | | FEDERAL TAXES — It is the Fund’s policy to make distributions to stockholders of net investment income and net realized capital gains to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. |
The Fund intends to continue to qualify as a regulated investment company by complying with the appropriate provisions of the Internal Revenue Code and to distribute to stockholders each year substantially all of its taxable income, if any, including realized gains on investments.
The Fund reserves the right to retain investment company taxable income and/or net capital gains. As such, excise taxes may be recognized and paid on undistributed income and capital gain amounts.
The Fund seeks to maintain a level monthly dividend. Distributions paid by the Fund are subject to recharacterization for tax purposes. A portion of dividends paid may consist of net realized gains. To the extent that capital loss carryforwards are available to offset the distribution of capital gains but are not utilized at the end of the Fund’s fiscal year, such capital gain distributions may be taxable to stockholders as ordinary income.
The amount of dividends and distributions from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these “book/tax” differences are permanent in nature (i.e., that they result from other than timing of recognition — “temporary differences”), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment.
The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next six months. Each of the Fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.
| C. | | SECURITIES TRANSACTIONS AND INVESTMENT INCOME — Securities transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses on securities transactions are determined on an identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income is recorded on the ex-dividend date. |
23
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
| D. | | SECURITIES LENDING — The Fund may lend securities to brokers, approved by J.P. Morgan Investment Management Inc. (the “Advisor”), in order to generate additional income. JPMorgan Chase Bank N.A. (JPMCB), an affiliate of the Fund, serves as lending agent for the Fund. Securities loans are collateralized by cash, which is invested in approved instruments (“collateral investments”), in accordance with investment guidelines. Upon termination of the loan, the Fund is required to return to the borrower the posted cash collateral. Loans are subject to termination by the Fund or the borrower at any time. |
Securities lending income is comprised of income earned on cash collateral investments, net of a rebate paid to borrowers for use of cash collateral and lending agent fees. This amount is recorded as Income from securities lending (net) on the Statement of Operations. The Fund also receives payments from the borrower during the period of the loan, equivalent to dividends and interest earned on the securities loaned, which are recorded as interest income on the Statement of Operations. For the period ended June 30, 2009, the Fund earned $12,773 from the investment of cash collateral, prior to rebates or fees, from an investment in an affiliated fund as described below.
At the inception of a loan, securities are exchanged for cash collateral equal to at least 102% of the value of loaned U.S. securities, plus accrued interest, and 105% of the value of loaned non-U.S. securities, plus accrued interest. The securities lending agreement with JPMCB requires that the loaned securities be marked to market on a daily basis and additional cash collateral is requested from borrowers when the cash received from borrowers becomes less than 100% of the value of loaned securities.
The value of the cash collateral received is recorded as a liability on the Statement of Assets and Liabilities and details of cash collateral investments are disclosed in the Schedule of Portfolio Investments. At June 30, 2009, the value of outstanding securities on loan and the value of collateral investments were as follows:
| | | | |
Value of Securities on Loan | | Cash Collateral Posted by Borrower | | Total Value of Collateral Investments |
$7,205,213 | | $7,246,366 | | $7,246,366 |
The Fund bears the risk of loss associated with the investment of the cash collateral and is not entitled to additional collateral from the borrower to cover any such losses. To the extent that the value of the collateral investments declines below the amount owed to a borrower, a Fund may incur losses that exceed the amount it earned on lending the security. Upon termination of a loan, a Fund may use leverage (borrow money) to repay the borrower for cash collateral posted, when the Advisor does not believe that it is prudent to sell the cash collateral investments to fund this liability.
Securities lending involves counterparty risks, including the risk that the loaned securities may not be returned in a timely manner or at all. Subject to certain conditions, JPMCB has agreed to indemnify the Fund from losses resulting from a borrower failure to return a loaned security.
Effective December 2008, the Fund began investing cash collateral amounts received from borrowers in JPMorgan Prime Money Market Fund – Capital Shares. The Advisor of the Fund waived fees associated with the Fund’s investment in JPMorgan Prime Money Market Fund of $1,397, for the six months ended June 30, 2009. This amount offsets the shareholder servicing fees and other expenses, excluding advisory fees, incurred by JPMorgan Prime Money Market Fund related to the Fund’s investment in such fund. A portion of the reimbursement is voluntary.
Under the Securities Lending Agreement, JPMCB is entitled to a fee paid monthly in arrears equal to: (i) 0.03% of the average dollar value of the loans of U.S. Securities outstanding during the given month; and (ii) 0.09% of the average dollar value of loans of non-U.S. securities outstanding during a given month.
The Fund paid lending agent fees to JPMCB in the amount of $424 for the six months ended June 30, 2009.
| E. | | EXPENSES AND DISTRIBUTIONS — Expenses are accrued as incurred. Dividends to common stockholders are paid from net investment income monthly and distributions of net realized capital gains, if any, are paid at least annually. Dividends to preferred stockholders are accrued daily based on a variable interest rate set at weekly auctions or, in the absence of a successful auction, at a maximum rate as calculated in accordance with the Fund’s Articles Supplementary for Auction Rate Cumulative Preferred Stock and are paid weekly from net investment income. Distributions are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. |
24
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
| F. | | WHEN, AS AND IF ISSUED SECURITIES — The Fund may engage in “when-issued” or “delayed delivery” transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis begin earning interest on the settlement date. |
The Fund had no when-issued or delayed-delivery purchase commitments as of June 30, 2009.
| G. | | LOAN PARTICIPATIONS AND ASSIGNMENTS — The Fund may invest in loan participations and assignments of all or a portion of the loans. When the Fund purchases a loan participation, the Fund typically enters into a contractual relationship with the lender or third party selling such participations (“Selling Participant”), but not the borrower. In contrast, the Fund has direct rights against the borrower on a loan when it purchases an assignment; provided, however, that the Fund’s rights may be more limited than the obligor from which it acquired the assignment and the Fund may be able to enforce its rights only through an administrative agent. As a result, the Fund assumes the credit risk of the Borrower and the Selling Participant and any other persons interpositioned between the Fund and the Borrower (“Intermediate Participants”). Although certain loan assignments or participations are secured by collateral, the Fund could experience delays or limitations in realizing on such collateral or have its interest subordinated to other indebtedness of the obligor. In addition, loan assignments and participations are vulnerable to market conditions such that economic conditions or other events may reduce the demand for loan assignments and participations and certain loan assignments and participations which were liquid, when purchased, may become illiquid. |
| H. | | UNFUNDED COMMITMENTS — The Fund may enter into commitments to buy and sell investments including commitments to buy loan assignments and participations to settle on future dates as part of its normal investment activities. The unrealized appreciation/depreciation from unfunded commitments is reported in the Statement of Assets and Liabilities. Credit risks exist on these commitments to the extent of any difference between the sales price and current value of the underlying securities sold. Market risk exists on these commitments to buy to the same extent as if the securities were owned on a settled basis and gains and losses are recorded and reported in the same manner. However, during the commitment period, these investments earn no interest or dividends. |
At June 30, 2009, the Fund had the following unfunded loan commitment which could be extended at the option of the borrower:
| | | | | | | | | | | | | |
Security Description | | Term | | Maturity Date | | Rate | | | Commitment Amount | | Value |
Lyondell Chemical | | New Money DIP Term Loan | | 12/15/09 | | 1.50 | % | | $ | 44,677 | | $ | 45,923 |
| | | | | | | | | | | | | |
2. | | COMMON STOCK — At June 30, 2009, there were 49,996,320 shares of common stock with a $.01 par value authorized and 12,950,905 shares outstanding. During the six months ended June 30, 2009 and the year ended December 31, 2008, the Fund issued 2,494 and 6,196 shares of common stock, respectively, in connection with its dividend reinvestment plan. |
3. | | PREFERRED STOCK — On June 29, 2001, the Fund issued 3,680 shares of Series W Auction Rate Cumulative Preferred Stock (“ARPS”) at an offering price of $25,000 per share. During 2002, the Fund redeemed a total of $26,000,000 or 1,040 shares of ARPS at various intervals. Dividends on these shares are paid weekly at an annual rate determined by a weekly auction or, in the absence of a successful auction, at a maximum rate as calculated in accordance with the Fund’s Articles Supplementary for Auction Rate Cumulative Preferred Stock. In general, the holders of the ARPS and the common stock vote together as a single class, except that the ARPS stockholders, as a separate class, vote to elect two members of the Board of Directors. The ARPS has a liquidation value of $25,000 per share, plus accumulated and unpaid dividends. At June 30, 2009, accrued ARPS dividends were $4,054. |
The Fund is subject to certain limitations and restrictions associated with outstanding shares of ARPS, including maintaining an asset coverage ratio of 200% for such shares. Failure to comply with these limitations and restrictions could preclude the Fund from declaring any dividends or distributions to common stockholders or repurchasing common shares and/or could trigger the mandatory redemption of Preferred Stock at their liquidation value.
On November 26, 2008 the Fund announced that it was not permitted to pay the monthly dividend for November to common stockholders, because the Fund’s asset coverage for outstanding ARPS was less than the 200% requirement.
In order to meet the 200% asset coverage ratio and resume the declaration and payment of monthly dividends, on December 10, 2008 and December 18, 2008, the Fund announced the voluntary
25
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
redemption of 800 and 120 shares of ARPS, respectively. The Fund irrevocably deposited the redemption proceeds of $23,000,000 with the Fund’s paying agent in December and on the date of such deposits, the 920 Preferred Shares were no longer deemed to be outstanding and all rights of the holders of the redeemed shares, except the right to receive the redemption proceeds, were terminated.
The Fund declared a dividend to common stockholders on December 11, 2008, which consisted of the cancelled November 2008 dividend as well as the December 2008 dividend.
The weekly auction for the ARPS issued by the Fund has failed since February 13, 2008, due to insufficient demand (bids to buy shares) to meet supply (shares offered for sale) at the auction. Holders of preferred shares who wish to sell will not be able to do so until there is a successful auction with sufficient demand for the shares. Failed auctions are not considered a default by the Fund and do not alter the credit quality of the ARPS. However, failed auctions may increase the cost of the Fund’s leverage and decrease the income available for common stockholders. ARPS holders have continued to receive dividends at the “maximum rate” set on the date of the failed auction, and the redemption price of $25,000 per share (plus accumulated but unpaid dividends, if any) is unaffected. Based on the rating assigned to the Fund’s ARPS, the maximum rate may range from 150%-275% of the “AA” Financial Composite Commercial Paper Rate as of a given auction date. The maximum rate incurred during the period ended June 30, 2009 ranged from 0.17% to 0.45%. The maximum rate as of the August 19, 2009 auction was 0.24%, which is 150% of the “AA” Financial Composite Commercial Paper Rate on that date.
4. | | INTEREST RATE SWAPS — Interest rate swaps are agreements between the counterparties to exchange periodic interest payments based on interest rates. One cash flow stream will typically be a floating rate payment based upon a specified interest rate while the other is typically a fixed interest rate. |
The Fund entered into interest payment swap arrangements with Citibank, N.A. New York (Citibank) for the purpose of partially hedging its dividend payment obligations with respect to the ARPS.
The Fund may be subject to various risks from the use of interest rate swaps including: (i) the risk that changes in the value of a interest rate swap may not correlate perfectly with the underlying asset, rate or index; (ii) counterparty credit risk related to the failure, by the counterparty to the swap, to perform under the terms of the contract; (iii) liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and, (iv) documentation risk relating to disagreement over contract terms. Investing in swaps also results in a form of leverage and as such, the Fund’s risk of loss associated with these instruments may exceed their value, as recorded in the Statement of Assets and Liabilities.
Notional amounts are an indicator of the volume of the Fund’s swap activities. These amounts are disclosed in the accompanying table that follows.
Pursuant to each of the swap arrangements, the Fund makes payments to Citibank on a monthly basis at fixed annual rates. In exchange for such payments Citibank makes payments to the Fund on a monthly basis at a variable rate determined with reference to the one month London Interbank Offered Rate (LIBOR). The variable rates ranged from 0.308% to 0.564% during the six months ended June 30, 2009.
26
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
The effective date, upfront premiums, notional contract amount, maturity, fixed and floating annual rates and unrealized appreciation/depreciation of the swaps are as follows:
| | | | | | | | | | | | | | | | | | |
Effective Date | | Upfront Premiums (Paid)/ Received | | Notional Contract Amount | | Maturity | | Payments Made by the Fund | | Payments Received by the Fund | | Floating Annual Rate* | | | Unrealized Appreciation/ (Depreciation) | |
12/1/2005 | | — | | $ | 5 million | | 12/01/09 | | 4.740% monthly | | 1 month LIBOR monthly | | 0.309 | % | | $ | (109,176 | ) |
8/14/2006 | | — | | $ | 5 million | | 06/01/10 | | 5.255% monthly | | 1 month LIBOR monthly | | 0.309 | | | | (231,728 | ) |
12/1/2006 | | — | | $ | 5 million | | 12/01/10 | | 5.010% monthly | | 1 month LIBOR monthly | | 0.309 | | | | (303,135 | ) |
11/30/2007 | | — | | $ | 5 million | | 06/01/11 | | 4.000% monthly | | 1 month LIBOR monthly | | 0.309 | | | | (272,856 | ) |
| | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | $ | (916,895 | ) |
| | | | | | | | | | | | | | | | | | |
* | | Represents rate in effect at June 30, 2009. |
For the six months ended June 30, 2009, the Fund’s receipts under the swap agreements were less than the amount paid and accrued to Citibank by $495,478 and are shown in realized loss in the accompanying Statement of Operations.
The estimated fair value of the interest rate swap agreements at June 30, 2009, amounted to approximately $916,895 in net unrealized depreciation and is included in the accompanying Statement of Assets and Liabilities.
5. | | PURCHASES AND SALES OF SECURITIES — Purchases and sales of securities (excluding short-term securities) for the six months ended June 30, 2009 aggregated $32,751,093 and $28,233,580 respectively. During the six months ended June 30, 2009, there were no purchases or sales of U.S. Government securities. |
6. | | TRANSACTIONS WITH INVESTMENT ADVISOR, ADMINISTRATOR, ACCOUNTING SERVICES AGENT AND CUSTODIAN — JPMIM, an indirect, wholly-owned subsidiary of JPMorgan Chase & Co., serves as investment advisor to the Fund under an Investment Advisory Agreement (the “Advisory Agreement”), which was approved by shareholders at the Annual Meeting held on April 22, 2009 and which became effective on May 1, 2009. Under the Advisory Agreement, JPMIM is entitled to receive an annual investment advisory fee (the “Performance Fee”), computed and paid monthly after the end of each calendar month, at a rate that increases or decreases from a “fulcrum fee” of 0.90% of the Fund’s average net assets over a rolling 12 month period. The increase or decrease is calculated by comparing the total return investment performance of the Fund (net of all fees and expenses, including the advisory fee) for the prior 12-month period (the “Fund Return”) to the percentage change in the Credit Suisse First Boston High Yield Index, Developed Countries Only (the “Index”) for the same period. The fee rate is 0.90% of the Fund’s average net assets if the performance of the Fund Return equals the Index Return. The fee rate increases or decreases from the 0.90% “fulcrum fee” by 10% of the difference between the Fund Return and the Index Return, up to the maximum fee rate of 1.40% or down to the minimum fee rate of 0.40%. The fee rate is calculated monthly based on the performance of the Fund compared to the Index during the rolling twelve month period. This rate is applied to the average net assets (defined as the total assets of the Fund minus liabilities other than the principal amount of any outstanding senior securities representing indebtedness and includes the liquidation preference of the ARPS) during the entire 12 month period. The compensation due to the Advisor after the end of each month shall be equal to 1/12th of the amount of the advisory fee calculated as stated above. |
During the 12-month period immediately following May 1, 2009 (the “Transition Period”), the Fund shall pay JPMIM the minimum fee
27
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
payable under the Advisory Agreement and pay JPMIM any balance due based on the Fund’s investment performance during the Transition Period upon completion of such period.
The Performance Fee, based on the comparative performance for the rolling two month period of May 1, 2009 to June 30, 2009, was calculated and accrued at an annual rate of 1.40%. As per the Advisory Agreement, JPMIM will be paid at the minimum annual rate of 0.40% until the end of the Transition Period at which time any balance due will be paid to JPMIM. Advisory fees accrued for this period, resulted in a net expense to the Fund of $271,439.
Prior to May 1, 2009, JPMIM served as investment advisor to the Fund under the Investment Advisory Agreement effective as of January 1, 2007 (the “2007 Advisory Agreement”). Under the 2007 Advisory Agreement, the performance fee was calculated under the same terms as the Advisory Agreement, except that the fees recorded in a single month included adjustments, if necessary, relating to the payments made in the previous 12-month period. Under the 2007 Advisory Agreement, the amounts recorded in the financial statements may have been greater or less than the maximum/minimum rate of the performance fee.
For the four months ended April 30, 2009, the advisory fee under the 2007 Advisory Agreement was calculated and paid based on 0.40% of average net assets (as defined above) of the Fund. Advisory fees charged for this period, resulted in a net expense to the Fund of $194,787.
The combined effective advisory fee rate calculated for the semi-annual period ended June 30, 2009, was an annual rate of 0.89%. Advisory fees calculated for the semi-annual period ended June 30, 2009, resulted in a net expense to the Fund of $466,226.
The Fund may invest in one or more money market funds advised by the Advisor or its affiliates. The Advisor and Administrator reimburse to the Fund an amount sufficient to offset the advisory, administration, distribution and shareholder servicing fees each charged to the affiliated money market fund on the Fund’s investment in such affiliated money market fund. A portion of the reimbursement is voluntary.
The amount of these waivers/reimbursements resulting from investments in the money market funds for the six months ended June 30, 2009 was $1,680.
The Fund has an administrative services agreement with JPMorgan Funds Management, Inc. (the “Administrator”) (an affiliate of JPMIM) pursuant to which the Administrator provides administrative services to the Fund. Under the agreement, the Administrator receives from the Fund a fee, accrued at least weekly and paid monthly, at the annual rate of 0.10% of the average weekly net assets of the Fund. At June 30, 2009, accrued administrative fees were $4,961.
J.P. Morgan Investor Services, Co. (“JPMIS”), an indirect, wholly-owned subsidiary of JPMorgan Chase & Co., is the Fund’s sub-administrator. For its services as sub-administrator, JPMIS receives a portion of the fees payable to the Administrator.
The Fund has a Global Custody and Fund Accounting Agreement (the “Agreement”) with JPMCB. For providing custody services under the Agreement, JPMCB is entitled to a fee from the Fund, accrued weekly and paid monthly. The amounts paid directly to JPMCB by the Fund for custody and accounting services are included in Custodian and accounting fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Fund, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations.
Interest expense, if any, paid to the custodian related to cash overdrafts is included in Interest expense to affiliates in the Statement of Operations.
The Fund is a party to loan participations and assignments that were transacted with JPMorgan Chase & Co. or its affiliates through the normal course of business.
For the six months ended June 30, 2009, the Fund’s service providers voluntarily waived fees in an amount equal to expenses that the Fund incurred in association with the restructuring of the Board of Directors including related proxy expenses. None of these parties expects the Fund to repay any such waived fees in future years.
| | | | |
Voluntary Waivers | | |
Advisor | | Administration | | Total |
$52,328 | | $ 52,105 | | $104,433 |
28
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (continued)
7. | | COMPONENTS OF ACCUMULATED EARNINGS (LOSSES) — At June 30, 2009, the components of net assets applicable to common stockholders (excluding paid in capital) on a tax basis were as follows: |
| | | | |
| | June 30, 2009 | |
Gross unrealized appreciation on investments | | $ | 3,898,474 | |
Gross unrealized depreciation on investments | | | 40,674,045 | |
| | | | |
Net unrealized appreciation/(depreciation) on investments | | $ | (36,775,571 | ) |
| | | | |
Cost of investments for Federal Tax purposes | | $ | 166,032,028 | |
8. | | SCHEDULE OF RESTRICTED SECURITIES — A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933 (the “Act”) or pursuant to the resale limitations provided by rule under the Act, or an exemption from the registration requirements of the Act. At June 30, 2009, the Fund held restricted securities representing 2.1% of the Fund’s net assets. The restricted securities held as of June 30, 2009 are identified below: |
| | | | | | | |
Security | | Description | | Acquisition Date | | Cost of Security |
Golden State Foods Corp., Private Placement, Sr Sub Nt, 9.240%, 01/10/12 | | Bond | | 2/26/2004 | | $ | 1,553,752 |
9. | | ILLIQUID SECURITIES — The Fund may invest in securities that are subject to legal or contractual restrictions on resale or are illiquid. An illiquid security is a security which cannot be disposed of promptly (within seven days) and in the usual course of business at approximately its fair value and includes, but is not limited to, repurchase agreements maturing in excess of seven days, time deposits with a withdrawal penalty, non-negotiable instruments and instruments for which no market exists. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at the current valuation may be difficult. At June 30, 2009, the Fund held illiquid securities representing 14.5% of net assets. |
10. | | RISKS, CONCENTRATIONS AND INDEMNIFICATIONS — The Fund invests at least 80% of its assets in high yield debt securities. Investments in lower-rated securities or unrated securities of comparable quality tend to be more sensitive to economic conditions than higher rated securities. These securities involve a greater risk of default by the issuer because such securities are generally unsecured and are often subordinated to other creditors’ claims. |
The ability of the issuers of debt and asset-backed securities, including sub-prime securities, along with counterparties to swap and option agreements, to meet their obligations may be affected by the economic and political developments in a specific industry or region. The value of asset-backed securities, including sub-prime securities, can be significantly affected by changes in interest rates or rapid principal payments including prepayments.
The Fund’s officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
The Fund is party to a derivative contract governed by International Swaps and Derivatives Association Master Agreements (ISDA agreements) with a counterparty. The Fund’s ISDA agreement, which is separately negotiated with the dealer counterparty, may contain provisions allowing, absent other considerations, the counterparty to exercise rights, to the extent not otherwise waived, against the Fund in the event the Fund’s net assets decline over time by a pre-determined percentage or fall below a pre-determined floor. Such rights often include the ability to terminate (i.e., close out) open contracts at prices which may favor the counterparty, which could have an adverse impact on the Fund.
On December 9, 2008 and January 12, 2009, Citigroup and Morgan Stanley, respectively, became beneficial owners of a significant portion of the Fund’s outstanding ARPS and based on such ownership, could each be deemed to be an affiliate of the Fund. Both Citigroup and Morgan Stanley have informed the Fund that they intend to comply with a No Action Letter that enables them not to be deemed affiliates of the Fund. These parties could have an impact on matters that affect the Funds’ shareholders due to the voting rights associated with the ARPS, as detailed in the “Preferred Stock” note, included in this report.
As of June 30, 2009, the Fund is a party to interest rate swaps, and certain securities loans and loan participations and assignments that were transacted with either Citigroup or Morgan Stanley in the normal course of business, prior to their potential affiliation.
The Fund is subject to interest rate and credit risk. The value of debt securities may decline as interest rates increase. The Fund could lose
29
PACHOLDER HIGH YIELD FUND, INC.
Notes to Financial Statements (Unaudited) (concluded)
money if the issuer of a fixed income security is unable to pay interest or repay principal when it is due. The ability of the issuers of debt to meet their obligations may be affected by the economic and political developments in a specific industry or region.
The Fund is also subject to counterparty credit risk, which is the risk that a counterparty fails to perform on agreements with the Fund such as swap and option contracts, credit-linked notes and TBA securities.
The Fund is subject to risks associated with securities with contractual cash flows including asset-backed and mortgage-related securities such as collateralized mortgage obligations, mortgage pass-through securities and commercial mortgage-backed securities, including securities backed by sub-prime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, prepayments, delinquencies and/or defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
11. | | SUBSEQUENT EVENT — Management has evaluated all subsequent transactions and events after the balance sheet date through August 28, 2009, the date on which these financial statements were issued and, except as already included in the notes to these financial statements, has determined that no additional items require disclosure. |
30
PACHOLDER HIGH YIELD FUND, INC.
Annual Meeting Results (Unaudited)
The Fund held its 2009 annual meeting of shareholders on April 22, 2009, for the purpose of considering and voting upon the following proposals:
The results of voting were as follows (by number of shares):
| | |
Proposal 1: For nominees to the Board of Directors | | |
| |
Fergus Reid, III1 | | |
In Favor | | 9,920,204 |
Withheld | | 631,898 |
| |
William J. Armstrong1 | | |
In Favor | | 9,942,573 |
Withheld | | 609,529 |
| |
John F. Finn1 | | |
In Favor | | 9,936,583 |
Withheld | | 615,519 |
| |
Dr. Matthew Goldstein1 | | |
In Favor | | 9,927,731 |
Withheld | | 624,372 |
| |
Robert J. Higgins1 | | |
In Favor | | 9,929,063 |
Withheld | | 623,040 |
| |
Frankie D. Hughes1 | | |
In Favor | | 9,933,909 |
Withheld | | 618,193 |
| |
Peter C. Marshall1 | | |
In Favor | | 9,940,478 |
Withheld | | 611,624 |
| |
Marilyn McCoy1 | | |
In Favor | | 9,933,177 |
Withheld | | 618,925 |
| |
William G. Morton, Jr. 1 | | |
In Favor | | 9,932,964 |
Withheld | | 619,138 |
| |
Robert A. Oden, Jr. 1 | | |
In Favor | | 9,946,183 |
Withheld | | 605,920 |
| | |
Leonard M. Spalding, Jr. 1 | | |
In Favor | | 9,931,631 |
Withheld | | 620,472 |
| |
Frederick W. Ruebeck2 | | |
In Favor | | 1,565 |
Withheld | | |
| |
James J. Schonbachler2 | | |
In Favor | | 1,565 |
Withheld | | |
1 | | Elected by the holders of the Fund’s Auction Rate Preferred Stock and Common Stock voting together as a single class. |
2 | | Elected by holders of the Fund’s Auction Rate Preferred Stock voting separately as a class. |
| | |
Proposal 2: To approve a new investment advisory agreement with J.P. Morgan Investment Management Inc. to take effect on May 1, 2009. The proposal was approved and the new investment advisory agreement took effect on May 1, 2009. |
In favor: | | 7,144,369 |
Against: | | 579,385 |
Abstain: | | 158,229 |
Broker non-votes: | | 2,670,119 |
| | |
Proposal 3: To approve the amendment of one of the Fund’s investment restrictions to permit the Fund to write covered call options and purchase call options to close out open, covered call options. The proposal was approved and the Fund’s investment restriction was amended: |
In favor: | | 7,244,850 |
Against: | | 459,818 |
Abstain: | | 177,315 |
Broker non-votes: | | 2,670,119 |
31
PACHOLDER HIGH YIELD FUND, INC.
Supplemental Information (Unaudited)
Portfolio Holdings Information
No sooner than 10 days after the end of each month, the Fund’s uncertified complete schedule of its portfolio holdings as well as certain other fund facts and statistical information will be available on our website (www.phf-hy.com). In addition, the Fund files it’s certified, complete schedule of its portfolio holdings with the U.S. Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Qs are available, without charge, on the SEC’s website at www.sec.gov. The Fund’s Form N-Qs may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
No sooner than 10 calendar days after the end of each month, the Fund’s top 10 holdings as of the last day of each month as well as certain other fund facts and statistical information will also be available on the Fund’s website.
Proxy Voting
A description of the policies and procedures used by the Fund to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, on the Fund’s website at www.phf-hy.com and (ii) on the SEC’s website at www.sec.gov.
Dividend Reinvestment Plan
The Fund’s Dividend Reinvestment Plan offers you an automatic way to reinvest your dividends and capital gains distributions in additional shares of the Fund. For an enrollment form and detailed information about the Plan, please contact Computershare Investor Services, P.O. Box 43036, Providence, RI 02940-3036, (888) 294-8217, and www.computershare.com.
Privacy Policy
Respecting and protecting customer privacy is vital to Pacholder High Yield Fund, Inc. This Policy explains what Pacholder High Yield Fund, Inc. does to keep our customer information private and secure.
Q. Who is covered by the Privacy Policy?
A. This Privacy Policy applies to consumers who are customers or former customers of Pacholder High Yield Fund, Inc. through record ownership of Fund shares. Our Privacy Policy is provided to customers when they open a new account. We also send it to current customers yearly. We may change our Policy. We will send you a new privacy policy if we broaden our information sharing practices about you.
Q. What information do you have about me?
A. To provide services and to help meet your needs, we collect information about you from various sources.
| • | | We get information from you on applications or other forms, on our web site, or through other means. |
| • | | We get information from transactions, correspondence, or other communications with us. |
Q. How do you safeguard information about me?
A. We take a number of steps to protect the privacy of information about you. Here are some examples:
| • | | We keep information under physical, electronic and procedural controls that comply with or exceed governmental standards. |
| • | | We authorize our employees, agents and contractors to get information about you only when they need it to do their work for us. |
| • | | We require companies working for us to protect information. They agree to use it only to provide the services we ask them to perform for us. |
Q. Is information about me shared with others?
A. We do not share personally identifiable information about you except as noted below.
Q. Is information about me shared with service providers?
A. Yes, as permitted by law. We may share information about you with outside companies that work for us. These may include firms that help us maintain and service accounts. For instance, we will share information with the transfer agent for Pacholder High Yield Fund, Inc. The transfer agent needs this information to process your purchase and sale transactions, to pay dividends to you and to update your account.
Q. Is information about me shared in any other ways?
A. Yes. We may also share information about you in other ways, as required or permitted by law. Here are some examples of ways that we share information.
| • | | To protect against fraud. |
| • | | To protect against practices that may harm Pacholder High Yield Fund, Inc. or its shareholders. |
| • | | To respond to a subpoena. |
32
PACHOLDER HIGH YIELD FUND, INC.
Supplemental Information (Unaudited) (concluded)
| • | | With regulatory authorities and law enforcement officials who have jurisdiction over us. |
| • | | To service your account. |
Special Notice for California Residents.
In order to comply with California law, if your account has a California mailing address, we will not share information about you with third parties unless we first provide you with further privacy choices or unless otherwise permitted by law such as servicing your account.
Special Notice for Vermont Residents.
In order to comply with Vermont law, if we disclose information about you to other financial institutions with which we have joint marketing agreements, we will only disclose your name, contact information and information about your transactions.
THE PACHOLDER HIGH YIELD FUND, INC. PRIVACY COMMITMENT. Pacholder High Yield Fund, Inc. is committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www.phf-hy.com.
33
ITEM 2. CODE OF ETHICS.
Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.
The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 12(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by positing its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.
If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or third party, that relates to one or more items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.
Not applicable to a semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:
(i) Has at least one audit committee financial expert serving on its audit committee; or
(ii) Does not have an audit committee financial expert serving on its audit committee.
(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or
(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert.
Not applicable to a semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Not applicable to a semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.
(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17CFR 240.10A-3(d)) regarding an exemption from the listing standards for all audit committees.
Not applicable to a semi-annual report.
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule I – Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in Section 210.12-12 of Regulation S-X, unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Included in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
Not applicable to a semi-annual report.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to a semi-annual report.
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
There were no purchases covered by this Item during the period covered by this report.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.
No material changes to report.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
There were no changes in the Registrant’s internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
Not applicable.
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2).
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.
Not applicable.
(b) A separate or combined certification for each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act of 1940.
Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pacholder High Yield Fund, Inc.
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By: | | /s/ George C.W. Gatch |
| | George C.W. Gatch |
| | President and Principal Executive Officer |
| | September 4, 2009 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ George C.W. Gatch |
| | George C.W. Gatch |
| | President and Principal Executive Officer |
| | September 4, 2009 |
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By: | | /s/ Patricia A. Maleski |
| | Patricia A. Maleski |
| | Treasurer and Principal Financial Officer |
| | September 4, 2009 |