SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
1/23/17
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
759,026
8. SHARED VOTING POWER
670,228
9. SOLE DISPOSITIVE POWER
759,026
_______________________________________________________
10. SHARED DISPOSITIVE POWER
670,228
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,429,254 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.00%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Bulldog Investors Group of Funds
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
759,026
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
759,026
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
759,026 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.84%
14. TYPE OF REPORTING PERSON
IC
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
759,026
8. SHARED VOTING POWER
670,228
9. SOLE DISPOSITIVE POWER
759,026
_______________________________________________________
10. SHARED DISPOSITIVE POWER
670,228
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,429,254 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.00%
___________________________________________________________
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
759,026
8. SHARED VOTING POWER
670,228
9. SOLE DISPOSITIVE POWER
759,026
_______________________________________________________
10. SHARED DISPOSITIVE POWER
670,228
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,429,254 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.00%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
759,026
8. SHARED VOTING POWER
670,228
9. SOLE DISPOSITIVE POWER
759,026
_______________________________________________________
10. SHARED DISPOSITIVE POWER
670,228
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,429,254 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.00%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #4 to the schedule 13D
filed June 8, 2016. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See Exhibit A - Standstill Agreement
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on September 1, 2016, there were 12,996,610 shares
of common stock outstanding as of June 30, 2016. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of January 23, 2017, Bulldog Investors, LLC is deemed to be the beneficial
owner of 1,429,254 shares of PHF (representing 11.00% of PHF's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 1,429,254 shares of PHF include 759,026
shares (representing 5.84% of PHF's outstanding shares) that are beneficially
owned by Mr. Goldstein and the following entities over which Messrs. Goldstein,
Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West
Partners LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund,
Ltd., Opportunity Income Plus, Full Value Partners, LP, and MCM Opportunity
Partners, LP (collectively, "Bulldog Investors Group of Funds"). Mr. Goldstein
and the Bulldog Investors Group of Funds may be deemed to constitute a group.
All other shares included in the aforementioned 1,429,254 shares of PHF
beneficially owned by Bulldog Investors LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 670,228 shares (representing 5.16% of PHF's
outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 759,026 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 670,228 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of PHF's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) Since the last filing on 11/25/16 the following shares of PHF were Bought:
Date: Shares: Price:
11/25/16 14,400 6.9656
11/28/16 3,669 7.0256
11/29/16 500 7.0000
11/30/16 40 7.0500
12/01/16 2,595 7.0816
12/02/16 5,769 7.0787
12/05/16 9,064 7.0906
12/06/16 16,700 7.0965
12/06/16 7,800 7.1100
12/07/16 10,338 7.1330
12/08/16 7,700 7.1215
12/09/16 500 7.1800
12/12/16 9,700 7.1995
12/13/16 6,842 7.1926
12/14/16 2,800 7.1993
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Exhibit A - Standstill Agreement
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 1/24/17
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
STANDSTILL AGREEMENT
This Standstill Agreement (the "Agreement") is made and entered into effective
as of the 23rd day of January by and among J.P. Morgan Investment Management
Inc. ("JPMIM") and Bulldog Investors, LLC and any present or future entities
or accounts it manages, is affiliated with or controls (collectively,
"Bulldog," and with JPMIM, each a "Party," and collectively the "Parties").
WHEREAS, JPMIM is registered as an investment adviser with the Securities
and Exchange Commission under the Investment Advisers Act of 1940, as amended,
and acts pursuant to an investment advisory contract as the investment adviser
to the Pacholder High Yield Fund, Inc. (the "Fund"), a Maryland corporation
registered as a closed-end management investment company; and
WHEREAS, Bulldog is deemed to be the beneficial owner of common stock of
the Fund by reason of its power to vote and direct the disposition of such
stock held by various entities for which it serves as investment adviser; and
WHEREAS, Bulldog, by letter dated October 26, 2016, which letter was filed
on November 1, 2016 with the Securities and Exchange Commission as an exhibit to
an amendment on Form 13D, has announced its intention to submit, at the Fund's
2017 annual meeting of shareholders, a proposal to the Fund's Board of Directors
("Board") requesting that the Board promptly consider authorizing a self-tender
offer for all outstanding common shares of the Fund at or close to net asset
value ("NAV"), and if more than 50% of the Fund's outstanding common shares are
tendered, that the tender offer should be cancelled and the Board should take
the steps necessary to liquidate, merge, or convert the Fund to an open-end
mutual fund (the "Tender Proposal"); and
WHEREAS, Bulldog, by letter dated November 23, 2016, which letter was filed
on November 25, 2016 with the Securities and Exchange Commission as an exhibit
to an amendment on Form 13D, has also announced its intention to nominate twelve
nominees for election to the Fund's Board also at the 2017 annual meeting of
shareholders (the "Nominees" and together with the Tender Proposal, the "Bulldog
Proposals"); and
WHEREAS, JPMIM and Bulldog have entered into a separate non-disclosure
agreement dated December 14, 2016 regarding confidentiality and other
obligations with respect to discussions regarding the Bulldog Proposals and
possible courses of action that the Fund could undertake to address the
discount; and
WHEREAS, the Parties to this Agreement wish to resolve matters concerning
the Bulldog Proposals in a manner that is in the best interests of Fund
shareholders;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration, and
without any admission of liability, or inadequacy of claims whatsoever, by any
of the Parties, the Parties hereto agree as follows:
1. JPMIM Obligations. Following the execution of this Agreement, JPMIM shall
undertake, and propose to the Board, the following measures:
(a) JPMIM shall recommend that the Board: (i) approve the liquidation of the
Fund (the "Proposed Liquidation"); (ii) submit the Proposed Liquidation to a
vote of the Fund's shareholders no later than at the Fund's 2017 annual
meeting of shareholders scheduled to be held in May 2017; and
(iii) recommend that the shareholders approve the Proposed Liquidation;
(b) JPMIM shall use, and shall recommend that the Fund use, good faith
reasonable efforts to obtain necessary shareholder approval of the Proposed
Liquidation;
(c) If the Proposed Liquidation is approved by the Board and the
shareholders, such liquidation shall take place promptly, but no later than
July 31, 2017, provided, however, that in the event that extenuating
circumstances, such as market conditions or other difficulty converting
the Fund's assets into cash, result in it being in the best interests of
shareholders to extend such period, the Board may extend such period as it
deems necessary or advisable;
(d) JPMIM shall recommend that the Fund issue a press release or other
public announcement (the "Announcement") if the Board approves the Proposed
Liquidation, such Announcement announcing the action taken by the Board and
expressing support of the Proposed Liquidation;
(e) If, after using reasonable efforts to obtain shareholder approval of
the Proposed Liquidation, the Proposed Liquidation is not approved, JPMIM
shall be released from any and all obligations hereunder and shall not be
required to take any further action hereunder.
2. Bulldog Obligations. Provided that the Announcement is issued no later than
January 24, 2017, effective upon the Announcement, Bulldog agrees as follows:
(a) The Bulldog Proposals and nominees for the Board shall be deemed to have
been withdrawn upon the Announcement being made and Bulldog shall not submit
any other proposals or nominees;
(b) Bulldog shall vote, or shall direct to be voted, all shares of the Fund
over which Bulldog has sole or shared voting authority in accordance with
the Board's recommendations, including on the following matters: (i) the
Proposed Liquidation; and (ii) director nominations;
(c) Bulldog shall not solicit any proxies with respect to proposals
submitted or to be submitted to the Fund's shareholders, provided,
however, that nothing in this Agreement may be interpreted as prohibiting
Bulldog from encouraging other shareholders to vote as recommended by the
Board;
(d) Bulldog shall refrain from granting a proxy with respect to shares of
the Fund other than to officers of, or other persons named as proxies by,
the Fund;
(e) Bulldog shall refrain from executing any written consent with respect
to the Fund's shares other than as may be solicited by the Fund or its
Board;
(f) Bulldog shall refrain from seeking to exercise control or influence
over the management or policies of the Fund;
(g) Bulldog shall refrain from, directly or indirectly:
(i) Proposing, or making any filing with respect to, any form of
business combination, restructuring, recapitalization, dissolution
or similar transaction involving the Fund, including, without
limitation, a merger, tender or exchange offer, open-ending, share
repurchase or liquidation of the Fund's assets; and
(ii) Seeking the removal of any member of the Board.
(h) Bulldog shall act solely as a "Passive Investor," which shall require
Bulldog to conform with the following restrictions:
(i) Bulldog shall refrain from joining, creating or collaborating with
any group of unaffiliated third parties concerning the Fund, other than
in accordance with the Board's recommendations;
(ii) Bulldog shall refrain from providing any advice, aid or
encouragement that is designed to do indirectly or to urge others, to
do things that Bulldog has agreed not to do in the Agreement with
respect to the Fund, including, but not limited to:
aa. Putting forward shareholder proposals or director nominations;
bb. Voting against any matter recommended by the Board; or
cc. Threatening, commencing or joining a lawsuit or regulatory action
against JPMIM, the Board of the Fund, the Fund, or any related party
(other than to enforce the Agreement);
(i) Bulldog shall not purchase or obtain control or seek to obtain control
over any additional securities issued by the Fund until the date on which
the Announcement is published. Nothing in this Agreement shall prevent
Bulldog from purchasing shares of the Fund after that date, provided,
however, that all shares held by Bulldog will be voted in accordance with
the recommendations of the Board on any routine matters submitted to a
vote of shareholders at an annual or special meeting;
(j) If the Proposed Liquidation is not approved by shareholders, Bulldog
shall, for the Fund's 2017 and 2018 shareholder meetings, (i) refrain from
directly or indirectly making or supporting any shareholder proposals
concerning the Fund including, without limitation, any nomination of a
candidate for Director of the Board, (ii) vote in accordance with the
Board's and management's recommendations at the 2017 shareholder meeting
on any matters affecting the Fund and in accordance with the Board's and
management's recommendations at the 2018 shareholder meeting unless
inconsistent with Bulldog's fiduciary duties and proxy voting policies,
(iii) refrain from directly or indirectly soliciting or encouraging others
to vote against the Board's and management's recommendations on any matters
affecting the Fund; and (iv) refrain from directly or indirectly proposing,
or making any filing with respect to, any form of business combination,
restructuring, recapitalization, dissolution or similar transaction
involving the Fund, including, without limitation, a merger, tender or
exchange offer, open-ending, share repurchase or liquidation of the Fund's
assets.
3. Release of any claims; Covenants not to Sue.
(a) Bulldog, on behalf of itself, its heirs, beneficiaries, administrators,
personal representatives, successors, assigns, parents, subsidiaries,
shareholders, affiliates, and predecessors, as applicable, in exchange for
the agreements and other consideration in this Agreement, (i) does hereby
compromise, settle, and absolutely, unconditionally, and fully release and
forever discharge each of JPMIM and the Fund and their current and former
respective successors, subsidiaries, affiliates, employees, officers, directors,
trustees, managers, investors and shareholders, and each of their respective
attorneys, administrators, personal representatives, insurers and assigns
(together, the "Released Fund Parties") of and from any and all claims,
demands, debts, liens, obligations, fees and expenses, harm, injuries,
liabilities, cause or causes of action, whether known or unknown, claimed
or alleged, asserted or unasserted, either at law or in equity, whether
statutory, in contract or in tort, of any kind or character which it has, or
owns, or may now or in the future have or own for any claims arising out of
or relating in any way to the Bulldog Proposals and matters referenced herein,
and (ii) acknowledges and agrees that it will not now or in the future bring
any claim, action, lawsuit, arbitration proceeding or other form of action
against any of the Released Fund Parties, directly or indirectly, arising out
of or in any way connected with any claim or potential claim released under
this Agreement as referenced in Section 3(a)(i) above, and that this Agreement
is a bar to any such claim, action, lawsuit, proceeding or other form of
action.
(b) Subject to shareholder approval of the Proposed Liquidation, JPMIM, on
behalf of itself, its heirs, beneficiaries, administrators, personal
representatives, successors, assigns, parents, subsidiaries, shareholders,
affiliates, and predecessors, as applicable, in exchange for the agreements
and other consideration in this Agreement, (i) does hereby compromise, settle,
and absolutely, unconditionally, and fully release and forever discharge
Bulldog and its current and former respective successors, subsidiaries,
affiliates, employees, officers, directors, trustees, managers, investors and
shareholders, and each of their respective attorneys, administrators, personal
representatives, insurers and assigns (together, the "Released Bulldog
Parties") of and from any and all claims, demands, debts, liens, obligations,
fees and expenses, harm, injuries, liabilities, cause or causes of action,
whether known or unknown, claimed or alleged, asserted or unasserted, either
at law or in equity, whether statutory, in contract or in tort, of any kind or
character which it has, or owns, or may now or in the future have or own for
any claims arising out of or relating in any way to the Bulldog Proposals and
matters referenced herein, and (ii) acknowledges and agrees that it will not
now or in the future bring any claim, action, lawsuit, arbitration proceeding
or other form of action against any of the Released Bulldog Parties, directly
or indirectly, arising out of or in any way connected with any claim or
potential claim released under this Agreement as referenced in Section
3(b)(i)above, and that this Agreement is a bar to any such claim, action,
lawsuit, proceeding or other form of action.
(c) Bulldog and JPMIM acknowledge and agree that the releases and covenants
provided in this Section 3 are in no way an admission or acknowledgment of any
liabilities, claims or causes of action that one party may have against the
other.
(d) Notwithstanding anything to the contrary contained in this Agreement,
the provisions of Section 3(a)and Section 3(b)shall not be deemed to preclude
any claim by any party hereto alleging a breach of the terms of this Agreement.
4. Responsibility for Representatives. Each Party shall take reasonable measures
to prevent its present and future officers, directors, partners, employees,
representatives and affiliated persons from engaging in conduct otherwise
prohibited by this Agreement.
5. No Disparagement. For a period of three (3) years from and after the date
of this Agreement, the Parties shall refrain from directly or indirectly
disparaging, impugning or taking any action reasonably likely to damage the
reputation of each other, their affiliates or Representatives, or any of the
members of the Board or the Fund. The foregoing shall not apply to any
compelled testimony or production of information, either by legal process or
subpoena or in connection with a response to a request for information from
any governmental authority with jurisdiction over the Party from whom
information is sought.
6. No Assignment. This Agreement shall be binding upon the Parties and,
except as otherwise provided herein, upon their respective legal successors.
No Party may assign this Agreement without the prior written consent of each
other Party and any such attempted assignment shall be void.
7. Confidentiality. Neither party shall disclose the terms of this Agreement,
unless such party determines in good faith that such disclosure is required
by rule or law (including, in the case of Bulldog, by reason of federal
securities law requirements in connection with its Schedule 13D filing
requirements). The Parties acknowledge and agree that this Agreement will
be filed as an exhibit to an amendment to the Schedule 13D, as amended,
relating to the Fund filed by Bulldog.
8. Third-Party Beneficiaries. The Parties agree that the Fund is an intended
third-party beneficiary of this Agreement, and that the Fund is entitled to
rely upon, and may enforce, the terms and provisions hereof as if it were a
party hereto.
9. Applicable Law. The validity of this Agreement, the construction and
enforcement of its terms, and the interpretations of the rights and duties
of the Parties shall be governed by the laws of the State of New York,
without regard to conflicts-of-law principles.
10. Jurisdiction. The Parties agree that the venue for any action brought
under this Agreement shall be the United States District Court for the
Southern District of New York or, if that court lacks subject matter
jurisdiction, any state court sitting in the City and County of New York.
11. Damages; Injunctive Relief. Each party acknowledges that a breach of
its obligations under this Agreement may result in irreparable harm to the
other party for which monetary damages will not be sufficient. Each party
hereto agrees that, in the event of a breach or threatened breach by the
other party of its obligations under this Agreement, the non-breaching
party shall be entitled, in addition to its other rights and remedies
hereunder or at law, to injunctive or other equitable relief, and such
further relief as may be proper from a court of competent jurisdiction.
12. Modification. No modification, amendment, supplement to or waiver
of this Agreement or of any of its provisions shall be binding upon the
Parties hereto unless made in writing and duly signed by all Parties.
13. Invalidity. In the event that any one or more of the provisions of
this Agreement shall for any reasons be held to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall be
unimpaired, and the invalid, illegal or unenforceable provision or
provisions shall be replaced by a mutually acceptable provision,
which being valid, legal and enforceable, comes closest to the economic
effect and intent of the Parties underlying the invalid, illegal or
unenforceable provision or provisions.
14. No Waiver. A waiver or breach of any provision of this Agreement,
or a default under this Agreement, shall not be deemed to be a waiver
of any other provision of this Agreement or a subsequent breach or
default of this Agreement. The failure or delay in enforcing compliance
with any term or condition of this Agreement shall not constitute a
waiver of such term or condition, unless compliance with such term or
condition is expressly waived in writing.
15. Counterparts. This Agreement may be executed in one or more
counterparts transmitted by facsimile or other electronic means, and
each counterpart shall have the effect of an original.
16. Term and Termination. This Agreement shall remain in effect until
the earliest of the following:
(a)December 31, 2017; or
(b) Such other date as the Parties may agree in writing;
provided, however, that Section 2(j) and Section 5 shall survive
termination of this Agreement for the period of time required to give
effect to each provision and Section 3 shall survive termination of
this Agreement.
17. Notices. Unless otherwise provided herein, all notices called for
by this Agreement shall be given in writing, or by facsimile
transmission. Until notice is given to the contrary in accordance
with this Paragraph 16, all notices to the respective Parties shall
be directed to:
If to JPMIM:
Attention: Frank Nasta
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, NY 10017
If to Bulldog:
Attention: Phillip Goldstein
Bulldog Investors, LLC
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
Telephone: (201) 881-7100
Facsimile: (201) 556-0097
18. Entire Agreement. This Agreement, together with any written
agreement entered into by the Parties on or after the date of this
Agreement, shall constitute the entire Agreement among the Parties
and shall supersede all previous agreements, promises, proposals,
representations, understandings and negotiations, whether written
or oral, among the Parties respecting the subject matter hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above, and each party represents and
acknowledges that it possesses the requisite authority to execute
this Agreement.
J.P. MORGAN INVESTMENT MANAGEMENT INC.
By: /s/ Brian Shlissel
Name: Brian Shlissel
Title: Managing Director
BULLDOG INVESTORS, LLC
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
Title: Member