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High yield funds liquidating distribution

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High yield funds liquidating distribution Exchange High yield funds liquidating distribution of Check the appropriate box: Payment of Filing Fee Check the appropriate box: New York, New York Important information regarding the annual shareholders meeting of the Pacholder High Yield Fund, Inc. We encourage you to review it carefully. Therefore, at the annual meeting, the shareholders of the Fund will be asked to vote upon a proposal to liquidate and dissolve the Fund.

In addition, as in years past, shareholders will be asked to elect directors of the Fund. While the proposal to liquidate and dissolve the Fund is discussed in greater detail in the enclosed Proxy Statement, which we urge you to review carefully, we have prepared answers to what we anticipate may be some of your questions regarding the liquidation proposal on the next few pages. For the reasons set forth in the Proxy Statement, the Board unanimously recommends that you vote FOR the proposal to liquidate and dissolve the Fund and FOR the proposal to elect directors.

Please use the enclosed proxy card to authorize the named proxies to cast your votes by signing, dating and returning your proxy card TODAY in the enclosed postage-paid envelope.

You may also have the ability to submit a proxy by telephone or Internet; please consult the High yield funds liquidating distribution proxy card or voting instruction form for further guidance. On behalf of the Fund, I thank you for your continued support. President of the Fund. While we encourage you to read the full text of the enclosed proxy statement, for your convenience we have provided a brief overview of the proposed liquidation and dissolution to be voted on.

What factors did the Board consider in determining to recommend the Liquidation Proposal? Morgan Investment Management, Inc. The Board weighed a variety of factors, including in no particular order: In particular, the Board considered that liquidation and dissolution would be beneficial to all shareholders; that the Fund had been trading at a discount to its net asset value for an extended period of time; that an activist investor had taken a large position in the shares of the Fund and, in addition, submitted and subsequently withdrew proposals for the annual meeting of shareholders; that the potential costs and other consequences to the Fund and its shareholders of contesting proposals submitted by activist investors, or implementing them if approved by shareholders, would likely be significant; and that alternative possible methods of addressing the discount likely would be less beneficial to shareholders than liquidation of the Fund.

The Board recognizes that liquidation and dissolution is an extraordinary action, and it does not make this proposal lightly. However, given the totality of the circumstances outlined above, the Board believes that liquidation and dissolution would be in the best interests of the Fund and its shareholders. In recommending liquidation and dissolution, the Board High yield funds liquidating distribution also mindful of the knowledge High yield funds liquidating distribution. If the Liquidation Proposal is approved at the Annual Meeting, what will happen next?

The Plan would become effective as of the date of its approval by shareholders.

The Pacholder High Yield Fund,...

What if the Liquidation Proposal is not approved at the Annual Meeting? If the Liquidation Proposal is not approved by shareholders, the Fund will not be liquidated and dissolved and will continue operations, although another similar proposal might be submitted to shareholders in the future.

The Fund would likely continue to trade at a discount to net asset value, which may widen with the defeat of the Liquidation Proposal. Who is eligible to vote on the Liquidation Proposal?

What is a 'Liquidating Dividend'

How does the Board recommend that I vote? What vote is required to approve the Liquidation Proposal? The approval of the Liquidation Proposal requires the affirmative vote of shareholders entitled to cast a majority of the votes entitled to be cast on the proposal. How would liquidation and dissolution affect the Fund and my investment? Shareholders should carefully read and consider the discussion of this proposal and the Plan in the Proxy Statement found below.

Where do I find further information about the Liquidation Proposal? Further information about the Liquidation Proposal, including the tax High yield funds liquidating distribution of the proposed liquidation and dissolution of the Fund, is available in the attached Proxy Statement.

What are the tax implications for shareholders if the Fund is liquidated? For federal income tax purposes, the liquidation of the Fund will generally be treated as a High yield funds liquidating distribution event with respect to shareholders "High yield funds liquidating distribution" hold shares in a taxable account.

Why am I also being asked to elect directors? Shareholders are also being asked to elect directors, as is required to be done each year. It is anticipated that, if the proposals are approved, the directors would serve an abbreviated term that would expire when the Fund is liquidated and dissolved. The Annual Meeting will be held for the following purposes: To vote by Telephone: To vote by Internet: We encourage you to authorize your proxy by telephone or via the Internet using the control number that appears on your enclosed proxy card.

Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote. This proxy statement is available at the website listed on your proxy card. By Order of the Board of Directors. Annual Meeting of Shareholders. 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 liquidation and for the election of each nominee for director, and for or against any other matters acted upon at the meeting in the discretion High yield funds liquidating distribution the persons named as proxies.

A proxy may be revoked at any time prior to its exercise by filing with the Secretary of the Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the meeting and voting in person. As of the record date, the Fund had outstanding 12, shares of Common Stock.

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