0001193125-16-462726 Sample Contracts

TENDER OFFER SUPPORT AGREEMENT
Tender Offer Support Agreement • February 12th, 2016 • Pacholder High Yield Fund Inc • New York

This Agreement (“Agreement”) is made and entered into as of February 12, 2016, by and among Pacholder High Yield Fund, Inc. (the “Fund”), J.P. Morgan Investment Management Inc. (“JPMIM” and, together with the Fund, the “Fund Parties”) and RiverNorth Capital Management, LLC (“RNCM”), RiverNorth Capital Partners, L.P. (“RNCP”) and RiverNorth Institutional Partners, L.P. (“RNIP” and, together with RNCM, RNCP and RNIP the “RiverNorth Parties”).

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TENDER OFFER SUPPORTAGREEMENT
Tender Offer Supportagreement • February 12th, 2016 • Pacholder High Yield Fund Inc • New York

This Agreement (“Agreement”) is made and entered into as of February 12, 2016, by and among Pacholder High Yield Fund, Inc. (the “Fund”), J.P. Morgan Investment Management Inc. (“JPMIM” and, together with the Fund, the “Fund Parties”) and Morgan Stanley & Co. LLC (“Morgan Stanley”).

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