SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

PACHOLDER HIGH YIELD FUND, INC.
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction
applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1)Amount Previously Paid:

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(2)Form, Schedule or Registration Statement No.:

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(3)Filing Party:

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(4)Date Filed:

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PACHOLDER HIGH YIELD FUND, INC.

8044 Montgomery Road, Suite 480
Cincinnati, OH 45236

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 2, 2001

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NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
Pacholder High Yield Fund, Inc. (the "Fund") will be held on October 2, 2001,
at 11 o'clock a.m., Eastern time, at Bank One Towers Conference Room, 8044
Montgomery Road, East Tower, 5/th/ Floor, Cincinnati, Ohio, for the following
purposes:

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

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

James P. Shanahan, Jr.
Secretary

Shareholders of record as of the close of business on August 17, 2001 are
entitled to notice of and to vote at the meeting.

August 24, 2001

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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR PROMPT RETURN OF
THE PROXY WILL HELP ENSURE A QUORUM AT THE MEETING AND AVOID THE EXPENSE TO
THE FUND OF FURTHER SOLICITATION.
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PACHOLDER HIGH YIELD FUND, INC.

8044 Montgomery Road, Suite 480
Cincinnati, OH 45236

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PROXY STATEMENT

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Annual Meeting of Shareholders to be held on October 2, 2001

This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Pacholder High Yield Fund, Inc. (the
"Fund") for use at the annual meeting of shareholders to be held on October 2,
2001, and at any adjournments thereof. If the enclosed proxy is executed
properly and returned in time to be voted at the meeting, the shares
represented will be voted according to the instructions contained therein.
Executed proxies that are unmarked will be voted for the election of all
nominees for director and in favor of all other proposals. A proxy may be
revoked at any time prior to its exercise by filing with the Secretary of the
Fund a written notice of revocation, by delivering a duly executed proxy
bearing a later date, or by attending the meeting and voting in person. This
proxy statement and the related proxy card will be mailed to shareholders on or
about August 24, 2001.

The Board of Directors has fixed the close of business on August 17, 2001 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting and any adjournments thereof. As of the record date, the
Fund had outstanding 12,720,869 shares of Common Stock and 3,680 shares of
Series W Auction Rate Cumulative Preferred Stock. Each outstanding share is
entitled to one vote. According to information available to the Fund, as of the
record date, no person owned beneficially 5% or more of the outstanding shares
of the Fund. On the record date, the directors and officers of the Fund as a
group owned beneficially less than 1 % of the Fund's outstanding shares.

The presence in person or by proxy of the holders entitled to cast a
majority of all the votes entitled to be cast at the meeting will constitute a
quorum for the transaction of business at the annual meeting. Broker non-votes,
abstentions and withhold-authority votes all count for the purpose of
determining a quorum. If a quorum is present at the meeting but sufficient
votes in favor of one or more proposals are not received, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the shares present at the meeting or represented by proxy. The
persons named as proxies will vote in favor of such adjournment if they
determine that adjournment and additional solicitation is reasonable and in the
interests of shareholders of the Fund.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors has nominated the four persons listed below for
election as directors, each to hold office until the next annual meeting of
shareholders and until his successor is elected and qualified. Each of the
nominees is currently serving as a director of the Fund and was elected at the
annual meeting of shareholders held on May 16, 2000.

Each nominee has consented to being named in this proxy statement and has
agreed to serve as a director of the Fund if elected; however, should any
nominee become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
other person or persons as the Board of Directors of the Fund may recommend.
There are no family relationships among the nominees.

Under the Fund's charter the holders of the outstanding shares of Auction
Rate Cumulative Preferred Stock, voting as a separate class, are entitled to
elect two directors and the holders of the outstanding shares of Common Stock
and Auction Rate Cumulative Preferred Stock, voting together as a single class,
are entitled to elect the remaining directors of the Fund. The Board of
Directors has nominated Messrs. Woodard and Morgan for election by holders of
the Auction Rate Cumulative Preferred Stock and Messrs. Williamson and Grant
for election by the holders of the Common Stock and Auction Rate Cumulative
Preferred Stock, voting together as a single class. The directors will be
elected by a plurality of the votes cast at the meeting, provided that a quorum
is present. Withhold-authority votes will not be considered votes cast for this
purpose.

Common Shares
Year First Beneficially
Position with Elected as Principal Occupation Owned as of
Age the Fund a Director During Past Five Years July, 20, 2001 (1)
Name --- ---------------- ---------- ---------------------------- ------------------

*William J. Morgan 46 Chairman of the 1988 President, Secretary and 48,138
Board, President Director, Pacholder
and Director Associates, Inc.
Director, ICO, Inc.
(oil field services and
petrochemical processing),
Smith-Corona Corporation
(office equipment
manufacturer)
and Laclede Steel Co. (steel
and steel products).

Daniel A. Grant 57 Director 1992 President, Utility 2,605
Management Services
(business consulting).

John F. Williamson 63 Director 1991 Chairman and President, 6,694
Williamson Associates, Inc.
(investment adviser) since
January 1997 and
Chairman of the Board
(since June 2001) and
Director, ICO, Inc. (oil
field services and
petrochemical processing);
Executive Vice President
and Chief Financial
Officer, Asset Allocation
Concepts, Inc. (investment
adviser) from 1995 to 1996.

George D. Woodard 54 Director 1995 Technical Specialist, Henry 15,800
& Horne, P.L.C. (certified
public accountants) since
March 2000 and from 1996
to 1999; Realtor with
A.S.K. Realty from August
1999 to February 2000;
Principal, George D.
Woodard, CPA from 1995
to 1996.

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* Mr. Morgan is considered an "interested person" of the Fund (as defined in
the Investment Company Act of 1940) because of his affiliation with the
Fund's investment adviser, which is an affiliate of Pacholder Associates,
Inc.
(1)Each nominee owns less than 1% of the Fund's outstanding shares.

The Board of Directors recommends shareholders vote "FOR" the election of
the nominees listed above.

Mr. Morgan is a manager of Pacholder & Company, LLC, the Fund's investment
adviser (the "Adviser"), and an officer, director and shareholder of Pacholder
Associates, Inc., a member of the Adviser and affiliate of the Fund's
administrator.

Directors and officers of the Fund, who are employed by the Adviser or a
corporate affiliate of the Adviser, serve without compensation from the Fund.
The Fund pays each director who is not an employee of the Adviser or any
corporate affiliate of the Adviser an annual fee of $10,000 plus $1,500 or
$1,000 for each meeting of the Board of Directors or of the Audit Committee
attended in person or by telephone, respectively, and reimburses directors for
travel and other out-of-pocket expenses incurred by them in connection with
attending in-person meetings. The following table sets forth the information
concerning the compensation paid by the Fund to directors during the fiscal
year ended December 31, 2000.

Total Compensation
Name of Director from the Fund(1)
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*William J. Morgan.... None
Daniel A. Grant....... $17,000
John F. Williamson.... $17,000
George D. Woodard..... $17,000

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(1)The Fund does not offer any pension or retirement plan benefits to its
directors. The Fund is not part of a fund complex.
* Mr. Morgan is considered an "interested person" of the Fund (as defined in
the Investment Company Act of 1940) because of his affiliation with the
Fund's investment adviser, which is an affiliate of Pacholder Associates,
Inc.

The Board of Directors has an Audit Committee which is composed entirely of
directors who are not "interested persons" of the Fund, the Fund's investment
adviser or its affiliates as that term is defined in the Investment Company Act
of 1940. The Committee operates pursuant to a written charter which was most
recently amended on December 13, 2000. The Audit Committee is responsible for
conferring with the Fund's independent accountants, reviewing the scope and
procedures of the year-end audit, reviewing annual financial statements and
recommending the selection of the Fund's independent accountants. In addition,
the Committee may address questions arising with respect to the valuation of
certain securities in the Fund's portfolio. The members of the Audit Committee
are George F. Woodard (Chairman), Daniel A. Grant and John F. Williamson. The
report of the Audit Committee, as approved on August 2, 2001, is attached to
this proxy statement as Appendix 1 and the charter, as amended and restated on
December 13, 2000, is attached to this proxy statement as Appendix 2.

During the fiscal year ended December 31, 2000, the Board of Directors met
five times. No director attended fewer than 75% of the board meetings. The
Audit Committee held two meetings during 2000 at which all members were in
attendance.

Information regarding the Fund's other officers is set forth below. The
address of each is 8044 Montgomery Road, Suite 480, Cincinnati, OH 45236.

Common Shares
Year First Beneficially
Position with Elected as Principal Occupation Owned as of
Name Age the Fund an Officer During Past Five Years July 20, 2001 (1)
---- --- ------------- ---------- -------------------------- -----------------

James P. Shanahan, Jr. 40 Secretary 1988 Executive Vice President 33,168
and General Counsel,
Pacholder Associates, Inc.
James E. Gibson....... 36 Treasurer 1995 Executive Vice President, 10,305
Pacholder Associates, Inc.

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(1)Each person owns less than 1% of the Fund's outstanding shares.

Section 16(a) Beneficial Owner Reporting Compliance

Based on information submitted to the Fund, all directors and officers of
the Fund filed on a timely basis with the Securities and Exchange Commission
the reports of beneficial ownership of Fund shares required by Section 16(a) of
the Securities Exchange Act of 1934.

OTHER BUSINESS

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

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Adviser

Pacholder & Company, LLC serves as the Fund's investment adviser. The
Adviser is an affiliate of Pacholder Associates, Inc., an investment advisory
firm. The principal business address of the Adviser is 8044 Montgomery Road,
Suite 480, Cincinnati, OH 45236. The Adviser makes and implements investment
decisions and supervises all aspects of the Fund's operations. It also provides
a continuous investment program for the Fund, including investment research and
management with respect to all securities and investments of the Fund.

Administrative and Accounting Services

Kenwood Administrative Management, Inc. (the "Administrator"), 8044
Montgomery Road, Suite 480, Cincinnati, OH 45236, a wholly-owned subsidiary of
Pacholder Associates, Inc., serves as administrator of the Fund. The
Administrator monitors the Fund's compliance with various regulatory
requirements, coordinates and monitors the activities of the Fund's other
service providers, handles various public and shareholder relations matters,
and assists in the preparation of financial and other reports.

Pacholder Associates, Inc., a member of the Adviser, is responsible for (i)
accounting relating the Fund and its investment transactions, (ii) determining
the net asset value per share of the Fund, (iii) maintaining the Fund's books
of account, and (iv) monitoring, in conjunction with the Fund's custodian, all
corporate actions, including dividends and distributions and stock splits, in
respect of securities held in the Fund's portfolio.

INFORMATION CONCERNING INDEPENDENT AUDITORS

The Board of Directors has selected Deloitte & Touche LLP as the independent
auditors for the Fund for the fiscal year ending December 31, 2001. The firm of
Deloitte & Touche LLP has been the Fund's independent auditors since its
inception in November, 1988. In addition, Deloitte & Touche LLP prepares the
Fund's federal and state income tax returns and provides certain non-audit
services. Deloitte & Touche LLP, in accordance with Independence Standards
Board Standard No. 1, has confirmed to the Audit Committee that they are
independent auditors with respect to the Fund. The Audit Committee has
considered whether the provision by the independent auditors to the Fund of
non-audit services to the Fund or of professional services to Pacholder &
Company, LLC and entities that control, are controlled by or are under common
control with Pacholder & Company, LLC is compatible with maintaining the
auditors' independence and has discussed the auditors' independence with them.
Representatives of Deloitte & Touche LLP are not expected to be present at the
annual meeting but have been given the opportunity to make a statement if they
so desire and will be available should any matter arise requiring their
presence.

Audit Fees. The aggregate fees billed by Deloitte & Touche LLP for
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professional services rendered for the audit of the Fund's annual financial
statements for the fiscal year ended December 31, 2000 and the review of the
financial statements included in the Fund's reports to shareholders are
$37,700.

Financial Information Systems Design and Implementation Fees. There were no
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fees billed by Deloitte & Touche LLP for the fiscal year ended December 31,
2000 for professional services rendered for financial information systems
design and implementation services provided to the Fund, Pacholder & Company,
LLC or entities that control, are controlled by or are under common control
with Pacholder & Company, LLC that provide services to the Fund.

All Other Fees. There were $97,537 in fees billed by Deloitte & Touche LLP
--------------
for the fiscal year ended December 31, 2000 for other services provided to the
Fund, Pacholder & Company, LLC and entities that control, are controlled by or
are under common control with Pacholder & Company, LLC that provide services to
the Fund.

SOLICITATION OF PROXIES

In addition to solicitation by mail, solicitations on behalf of the Board of
Directors may be made by personal interview, telegram and telephone. Certain
officers and regular agents of the Fund, who will receive no additional
compensation for their services, may use their efforts, by telephone or
otherwise, to request the return of proxies. The costs of preparing,
assembling, mailing and transmitting proxy materials and of soliciting proxies
on behalf of the Board of Directors will be borne by the Fund. The Fund will
reimburse, upon request, broker-dealers and other custodians, nominees and
fiduciaries for their reasonable expenses of sending proxy solicitation
material to beneficial owners.

SHAREHOLDER PROPOSALS

If a shareholder wishes to present a proposal for inclusion in the proxy
statement for the next annual meeting of shareholders, the proposal must be
submitted in writing and received by the Secretary of the Fund within a
reasonable time before the Fund begins to print and mail its proxy materials.

SHAREHOLDER REPORTS

The Fund's Annual Report for the fiscal year ended December 31, 2000 and
Semi-Annual Report for the six months ended June 30, 2001 may be obtained
without charge by calling the Fund toll free at 1-800-637-7549 or by writing to
Pacholder High Yield Fund, Inc., c/o Kenwood Administrative Management, Inc.,
8044 Montgomery Road, Suite 480, Cincinnati, OH 45236.

Appendix 1

PACHOLDER HIGH YIELD FUND, INC.
(the "Fund")
AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Fund's financial reporting process. The Committee operates
pursuant to a charter that was last amended and restated by the Board on
December 13, 2000, a copy of which is attached to this Proxy Statement as
Appendix 2. As set forth in the charter, management of the Fund is responsible
for the preparation, presentation and integrity of the Fund's financial
statements, and for the procedures designed to ensure compliance with
accounting standards and applicable laws and regulations. The independent
auditors are responsible for auditing the Fund's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles.

In performing its oversight function, the Committee has considered and
discussed the audited financial statements with management and the independent
auditors. The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as modified or supplemented. The Committee
has also received the written disclosures from the independent auditors
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including the issue of auditor independence. Members of
the Committee rely without independent verification on the information provided
to them and on the representations made by management and the independent
auditors. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to ensure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not ensure that the audit
of the Fund's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's auditors are in fact "independent."

Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Committee referred
to above and in the charter, the Committee recommended to the Board that the
audited financial statements be included in the Fund's Annual Report for the
year ended December 31, 2000.

Submitted by the Audit Committee
of the Fund's Board of Directors

George D. Woodard (Chairman)
Daniel A. Grant
John F. Williamson

As approved on August 2, 2001.

Appendix 2

PACHOLDER HIGH YIELD FUND, INC.

AUDIT COMMITTEE CHARTER

The Board of Directors (the "Board") of Pacholder High Yield Fund, Inc. (the
"Fund") has established an Audit Committee (the "Committee") which is
constituted, and has the responsibilities and exercises the powers and
authority delegated by the Board, as set forth in this Audit Committee Charter
as from time to time amended.

I. Organization, Etc.
------------------

A. The Committee shall be composed of the Fund's three directors who are
not officers of the Fund or otherwise "interested persons" of the Fund
within the meaning of Section 2(a)(19) of the Investment Company Act of
1940. In addition, the members of the Committee shall be free from any
relationship that, in the opinion of the Board, would interfere with
their exercise of independent judgment as members of the Committee and
shall otherwise satisfy the applicable membership requirements under the
rules of the American Stock Exchange.

B. The Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.

C. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain legal
counsel and other experts or consultants at the expense of the Fund.

II. Purposes and Function
---------------------

A. Thepurposes of the Committee are:

1. To oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of the Fund's service providers;

2. To oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof;

3. To act as a liaison between the Fund's independent auditor and the
full Board; and

4. To review and report to the full Board on regulatory and compliance
matters relating to the Fund.

B. The function of the Committee is oversight; the Committee assists the
Board in fulfilling its responsibilities to shareholders and investors
relating to financial reporting, the effectiveness and efficiency of
operations, and compliance with applicable laws and regulations. It is
management's responsibility to maintain appropriate systems for
accounting, internal control and regulatory compliance, and the
responsibility of the Fund's independent auditor to plan and carry out a
proper audit. The independent auditor is ultimately accountable to the
Board and the Committee.

III. Responsibilities
----------------

To carry out its purposes, the Committee has the following duties and
powers:

1. To recommend to the Board the selection, retention or termination of the
Fund's independent auditor (or to nominate the independent auditor to be
proposed for shareholder approval in any proxy statement) and, in
connection therewith, (i) to evaluate their independence and secure at
least annually a representation of their independence from management
(including review of all non-audit relationships and the related fees)
consistent with Independence Standards Board Standard No. 1, as modified
or supplemented, (ii) to review the fees charged by the Fund's
independent auditor for audit and non-audit services; and (iii) to take,
or to recommend that the Board take, appropriate action to oversee the
independence of the auditor;

2. To meet with the Fund's independent auditor, including meetings outside
the presence of management, for the following purposes, among others:
(i) to review the arrangements for and scope of the annual audit and any
special audits; (ii) to discuss the results of the audits and any
matters of concern relating to the Fund's financial statements; (iii) to
consider the auditor's comments with respect to the Fund's financial
policies, procedures and internal accounting controls and management's
responses thereto; (iv) to review the form of opinion the auditor
proposes to render to the Board and shareholders; and (v) to engage in a
dialogue with the independent auditor with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the auditor;

3. To consider the effect on the Fund of any changes in accounting
principles or practices proposed by management or the Fund's independent
auditor, and to review any other matters that may have a material effect
on the Fund's financial statements;

4. To review the Fund's legal and regulatory compliance policies and
programs, including the codes of ethics/conduct and internal controls
applicable to the Fund and its principal service providers; to review
related reports received from regulators or others; and to monitor the
Fund's compliance with applicable laws and regulations, including the
Investment Company Act of 1940 and the regulations promulgated
thereunder, and compliance with the requirements of Subchapter M of the
Internal Revenue Code;

5. To review and discuss with the independent auditor the matters required
to be discussed pursuant to Statement on Auditing Standards No. 61, as
modified or supplemented.

6. To provide a recommendation to the Board regarding whether the audited
financial statements of the Fund should be included in the annual report
to shareholders of the Fund;

7. To prepare the report, including any recommendation of the Committee,
required by the rules of the Securities and Exchange Commission to be
included in the Fund's annual proxy statement;

8. To consider any other matters brought to the Committee's attention that
are within the scope of its purposes and responsibilities; and

9. To report on its activities to the full Board on a regular basis, to
make such recommendations with respect to the above matters as the
Committee may deem necessary or appropriate, and to review this Charter
at least annually and recommend any changes to the full Board.

December 13, 2000

Pacholder High Yield Fund, Inc.

Common Stock, $.01 Par Value

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints William J. Morgan, James E. Gibson and James
P. Shanahan, Jr., and each of them, as proxies with power of substitution, and
hereby authorizes each of them to represent and to vote as designated below on
this card, all the shares of Common Stock, par value $.01 per share, of
Pacholder High Yield Fund, Inc. which the undersigned is entitled to vote at
the annual meeting of shareholders to be held October 2, 2001 and at any
adjournments thereof.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this proxy
will be voted "FOR" all proposals. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
meeting.

[X] Please Mark Votes AS IN THIS EXAMPLE

Please be sure to sign and date this Proxy
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED

Pacholder High Yield Fund, Inc. 2001 ANNUAL MEETING

1. ELECTION OF 1-John F. Williamson 2-Daniel A. Grant [_] FOR all nominees [_] WITHHOLD
DIRECTORS: listed to the left AUTHORITY
(except as to vote for all
specified below) nominees listed
to the left.

(Instructions: To withhold authority to vote for any indicated
nominee, write the number(s) of the nominee(s) in the box
provided to the right).

[_________________Box________________]

Check appropriate box Indicate changes below: Date ______________ RECORD DATE SHARES
Address Change? [_] Name Change? [_] [______________Box___________________]
Signature(s) In Box

Please sign exactly as your name appears on
this proxy. An executor, administrator, trustee
or guardian should sign as such. If more than
one trustee, all should sign. ALL JOINT
OWNERS MUST SIGN. If a corporation,
please provide the full name of the
corporation and the name of the authorized
officer signing on its behalf.
-----------------------------------------------

Pacholder High Yield Fund, Inc.

Series W

Auction Rate Cumulative Preferred Stock, $.01 Par Value

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints William J. Morgan, James E. Gibson and James
P. Shanahan, Jr., and each of them, as proxies with power of substitution, and
hereby authorizes each of them to represent and to vote as designated below,
all the shares of Series W Auction Rate Cumulative Preferred Stock, par value
$.01 per share, of Pacholder High Yield Fund, Inc. which the undersigned is
entitled to vote at the annual meeting of shareholders to be held on October 2,
2001 and at any adjournments thereof.

Pacholder High Yield Fund, Inc. 2001 ANNUAL MEETING

1. ELECTION OF 1-John F. Williamson 2-Daniel A. Grant [_] FOR all nominees [_] WITHHOLD
DIRECTORS: 3-George D. Woodard 4-William J. Morgan listed to the left AUTHORITY
(except as to vote for all
specified below) nominees listed
to the left.

(Instructions: To withhold authority to vote for any indicated
nominee, write the number(s) of the nominee(s) in the box
provided to theright).

[_________________Box________________]

Check appropriate box Indicate changes below: Date ______________ RECORD DATE SHARES
Address Change? [_] Name Change? [_] [______________Box___________________]
Signature(s) In Box