Write the following as a fraction. Simplify your answer to lowest terms.
fraction( _N1, _D1 ) - fraction( _N2, _D2 ) = {?}
The first fraction simplifies.
= fraction( N1, D1 ) - fraction( _N2, _D2 )
The second fraction simplifies.
= fraction( N1, D1 ) - fraction( N2, D2 )
We need to find a common denominator. The first denominator is M2
times the second denominator, so we can multiply the second fraction by M2
.
We need to find a common denominator. The second denominator is M1
times the first denominator, so we can multiply the first fraction by M1
.
We need to find a common denominator. The least common multiple of D1
and D2
is the smallest possible denominator.
\mbox{LCM}( D1, D2 ) = LCM
To get both fractions to a denominator of LCM
, we need to multiply the first fraction by M1
and we need to multiply the second fraction by M2
.
So now we have:
= \left(fraction( N1, D1 ) + multiplier( M1 )\right) - \left(fraction( N2, D2 ) + multiplier( M2 )\right)
= fraction( M1*N1, M1*D1 ) - fraction( M2*N2, M2*D2 )
Now that we have a common denominator, we can subtract:
= \dfrac{ M1*N1 - M2*N2 }{ M1*D1 }
= fraction( M1*N1 - M2*N2, M1*D1 )
This simplifies, so we now have:
= fraction( N, D )


FREE Masterclass
6 Vital Steps from Idea to App Success in 2022
A free class hosted by: Lori Olson
Learn from a veteran developer with over 30 years of development experience
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Inside, I'm sharing…
-
The 6 step framework I use (and my students use) to create and launch your dream app in 12 weeks
-
The 4 myths to avoid when creating your app (this will save you so much time)
-
Why you DON’T need to create an app that does ALL THE THINGS - and how to narrow that down
-
How to work with me more closely to create and launch YOUR app


Privacy policy
Any information in your application will be treated confidentially and will only be released if legally required, eg due to a Freedom of Information request.
If you think any sensitive information in your application shouldn't be disclosed then you must contact Department for Communities and Local Government (DCLG) or Department for Work and Pensions (DWP) explaining what information you think is sensitive and why.
Use of your personal information
DCLG and DWP may:
- publish information about your application on their websites
- share information with relevant agencies for the purposes of fraud prevention
- share anonymised data with third parties to allow statistical analysis and reporting
Your information may also be used in internal and external reviews of departmental policies and procedures.
Data retention
Your information will be held for 3 years after the programme has closed (currently expected to be 2032).
Your information could be held for longer if there's a legitimate reason to do so, for example:
- there are legal proceedings concerning your application
- it's required by law or a regulatory body
If you think that any personal information held about you is wrong then contact DCLG or DWP to have it corrected.


!Balu Kaimu:
To meet my brother, Chuta Kaimu, start here and travel southwest. You will find him where the road ends.
 Possibly he will share his wisdom with you.


ANTITRUST ---------
Young computer genius Milo Hoffman (Ryan Phillippe, "The Way of the Gun") plans on partnering a hi-tech startup with his best friend Teddy (Yee Jee Tso) to provide digital convergence as open source software. Then he gets a call from Gary Winston (Tim Robbins), the Bill Gates-like owner of N.U.R.V. (Never Underestimate Radical Vision), who wants Milo's expertise for his similar SYNAPSE project. Milo's charmed by Winston and disappoints his friend by going with 'the enemy,' only to learn that the big corporation is indeed a dangerous foe in "AntiTrust."
LAURA:
"AntiTrust" is like "The Firm" without the suspense or romantic intrigue, (I suppose that's what one would expect exchanging software nerds for lawyers) with a dash of "Enemy of the State" thrown in for good measure.
The film, written by Howard Franklin ("The Man Who Knew Too Little") has an intriguing enough, albeit unoriginal, premise - what if a Microsoft-like behemoth was squashing the little guys by stealing their software and then, well, squashing them. Unfortunately, the film's so obvious it invites laughter in all the wrong places.
Milo leaves southern California for the misty Northwest (Portland rather than Seattle) with his girlfriend Alice (Claire Forlani, "Meet Joe Black") and falls for the apparent programming eutopia that is N.U.R.V's campus. He gets Winston as his personal counselor (a first time honor at N.U.R.V), a beautiful new home, flashy new car and a look from Lisa, (Rachael Leigh Cook, "She's All That") the loner female programmer that has the nerds drooling.
He also gets unexpected help from Winston in programming the highly complex adapter that will allow any digital device to communicate with any other digital device. The first time Gary presents him with a CDROM, Milo's desktop is displaying CNN footage of the car accident death of a top MIT software engineer - my, could there be a connection here?
"AntiTrust" is the type of ludicrous flick that has a CEO whipping up his team to produce a highly sophisticated product within 49 days, then shows that project's lead programmer playing Nancy Drew while the rest of the team generally keeps 9-5 hours. A supposedly exotic plot twist involves an allergy to sesame seeds.
Director Peter Howitt, whose last film, "Sliding Doors," was a pleasant enough entertainment, doesn't just take a step back, he falls wildly backwards into a ditch. He gets little in the way of performances. Phillippe, who showed surprising depth in "The Way of the Gun," acts by way of his eyeglasses in this one. Robbins pulls out his "Arlington Road" villain and makes him less interesting. Rachel Leigh Cook is a statue while Forlani fares somewhat better by at least using facial expressions.
John Bailey's ("For the Love of the Game") cinematography is nice enough, but relies on 360 degree camera swirls once too often. Editting by Zach Staenberg ("The Matrix") throws the film's pacing off - it flows along too leisurely then lurches forward with too many important plot points compressed into too little time - repeat cycle. Some special effects are interesting, such as the changing digital art in Winston's palatial home.
The climax of the movie requires one too many leaps of faith from its audience (as if it hasn't already been taxed at this point). "AntiTrust" is a hack.
D
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{# # Licensed under the Apache License, Version 2.0 (the "License"); # you may not use this file except in compliance with the License. # You may obtain a copy of the License at # # http://www.apache.org/licenses/LICENSE-2.0 # # Unless required by applicable law or agreed to in writing, software # distributed under the License is distributed on an "AS IS" BASIS, # WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. # See the License for the specific language governing permissions and # limitations under the License. -#} {% extends "manage_team_base.html" %} {% set user = request.user %} {% set title = gettext("Team settings") %} {% set active_tab = 'settings' %} {% block title %}{% trans team_name=team.name %}Manage '{{ team_name }}' settings{% endtrans %}{% endblock %} {% block main %}
{% trans %}Warning{% endtrans %} {% trans %}You will not be able to recover your team after you delete it.{% endtrans %}
{{ confirm_button(gettext("Delete team"), gettext("Team Name"), "team_name", team.name) }}


--- layout: post title: "From Nelson to Picton" subtitle: "New Zealand 2019" date: 2019-02-23 00:00:00 -0500 categories: [Travels] tags: [New Zealand] background: 'https://hwmckenzie.github.io/img/posts/nz2019/header.jpg' ---
Friday (the 22nd) was supposed to be a slow day in Nelson as we recovered from our Abel Tasman walk. Of highest importance (for me, at least) was doing some laundry, as by this point all my clothes suitable for hiking had been worn front, back, and inside out. Despite our Airbnb host advertising the ability to do laundry, she seemed cool to the idea of us using her washer. The next morning we were surprised by our host's visiting nurse, who was eager to show us the washer and how to use it. In New Zealand hanging one's laundry to dry appears to be the norm, and I know I saw a few houses that only seemed to have washers (no dryers).
While hopping in and out to move our laundry along the wash/dry process, we had coffee (and accompanying snacks) at two different cafes and ate lunch at a notably delicious vegetarian (maybe vegan?) restaurant. Once laundry was dry and folded we set off on a bit of a trek with the loose goal of hitting the Nelson waterfront. Comparatively, there wasn't much of note. Nelson is dry and the waterfront isn't so pretty when the tide isn't in. We weren’t even able to make it to the Centre of New Zeland as the area was closed due to the total fire ban.
In the morning we woke up early-ish, packed up, and headed for our bus back to Picton. That day we would be taking a mail boat around the Queen Charlotte Sound, and the next was a train trip south to Christchurch. Before the bus we stopped to buy monster chocolate chip cookies we had scoped out the previous day, then headed to Subway in the hopes of a quick and cheap breakfast.
The mail boat didn't seem to be what Hannah expected. It was difficult to hear what the captain was saying, and from what could be heard it sounded like it was interesting stuff. For instance, deer have been seen swimming between islands that are up to 180 meters apart (maybe?) The weather was wet, sunny, and grey which I didn't mind so much, as I had the conflicting goals of wanting nice weather, but not wanting to put on sunscreen.
The places our boat stopped were truly beautiful. Most the houses were incredibly isolated, with many relying on solar power and rain water. Everyone who met the boat to get their mail seemed very happy, and this included dogs for whom the captain had treats waiting. The captain was also the recipient of treats himself and let us eat the pears and grapes he had been gifted.
Once back to Picton we walked to our Airbnb for the night, heading out again only briefly for some dinner.
Chris & Hannah


Testing relations between float views
[Programming float actors]
Enumerations | |
| enum | Gecode::Float::RelTest { Gecode::Float::RT_FALSE = 0, Gecode::Float::RT_MAYBE = 1, Gecode::Float::RT_TRUE = 2 } |
Result of testing relation. More... | |
Functions | |
| template<class View > | |
| RelTest | Gecode::Float::rtest_eq (View x, View y) |
| Test whether views x and y are equal. | |
| template<class View > | |
| RelTest | Gecode::Float::rtest_eq (View x, FloatVal n) |
| Test whether view x and Float n are equal. | |
| template<class View > | |
| RelTest | Gecode::Float::rtest_lq (View x, View y) |
| Test whether view x is less or equal than view y. | |
| template<class View > | |
| RelTest | Gecode::Float::rtest_lq (View x, FloatVal n) |
| Test whether view x is less or equal than float n. | |
| template<class View > | |
| RelTest | Gecode::Float::rtest_le (View x, View y) |
| Test whether view x is less than view y. | |
| template<class View > | |
| RelTest | Gecode::Float::rtest_le (View x, FloatVal n) |
| Test whether view x is less or equal than float n. |
Enumeration Type Documentation
Function Documentation
template<class View >
| RelTest Gecode::Float::rtest_eq | ( | View | x, | |
| View | y | |||
| ) | [inline] |
Test whether views x and y are equal.
template<class View >
| RelTest Gecode::Float::rtest_eq | ( | View | x, | |
| FloatVal | n | |||
| ) | [inline] |
template<class View >
| RelTest Gecode::Float::rtest_lq | ( | View | x, | |
| View | y | |||
| ) | [inline] |
Test whether view x is less or equal than view y.
template<class View >
| RelTest Gecode::Float::rtest_lq | ( | View | x, | |
| FloatVal | n | |||
| ) | [inline] |
Test whether view x is less or equal than float n.
template<class View >
| RelTest Gecode::Float::rtest_le | ( | View | x, | |
| View | y | |||
| ) | [inline] |
Test whether view x is less than view y.
template<class View >
| RelTest Gecode::Float::rtest_le | ( | View | x, | |
| FloatVal | n | |||
| ) | [inline] |
Test whether view x is less or equal than float n.


Daily Mirror climate change crisis panel held to find ways to save our planet
Chairing the summit at London’s Royal Society was naturalist and TV presenter Chris Packham, who hailed the event as “momentous”
by Rhian Lubin, https://www.facebook.com/dailymirror/The climate crisis is everyone’s issue. It’s why the Daily Mirror yesterday held a special climate crisis panel, looking at what we can all do to save our planet.
Chairing the summit at London’s Royal Society was naturalist and TV presenter Chris Packham, who hailed the event as “momentous”.
Here, the panel of scientists and activists explain how we must act to avert a climate catastrophe...
Chris Packham award-winning naturalist, campaigner and TV presenter
The climate issue is everyone’s issue. Not just readers of the Mirror but people of the world.
This, after many years of campaigning, is a breath of what I hope will be fresh air.
We’ve got traction at the moment but must not just scare everyone to death, so they feel they can’t do
anything meaningful.
Everyone has a job to do, empowering ourselves to make a difference.
Dr Tamsin Edwards lecturer at King's College London and climate scientist
Two words come to mind: irreversibility, and injustice.
Irreversibility, because part of the Antarctic ice sheet could collapse. You can’t grow it back, and undo that sea level rise, for thousands of years. Species under multiple pressures could also be tipped into extinction.
Injustice, because the poor will not be able to defend themselves against more extreme weather and rising seas, or rely on access to food
and water.
Dr Douglas Parr Greenpeace chief scientist and policy director
Unfortunately, this crisis is huge in every possible way.
The bad outcomes are as bad as elements of nuclear war – millions of deaths, impacts lasting for thousands of years.
To tackle it, we have to change an awful lot – how we get about, how we grow food, generate power, how and what we build.
We’ll need to change how we treat nature, what we do with our land and the waste we create. And everyone must join in to fix things.
Mike Childs head of science and policy at friends of the Earth
Across the world people are already dying from floods, droughts and wildfires made worse by climate change.
And on the whole, it’s the poorest who are hit hardest.
If we carry on burning coal, gas and oil, the situation will get a whole lot worse. But we can fix it – renewable energy is cheap.
We know how to insulate homes. We can make buses, trams and trains reliable.
It just needs determination.
Holly Gillibrand environmental activist and climate striker
Our life support systems are breaking down. What we do now? We need to act while there is still time to fix this.
Scientists estimate that today’s extinction rate is 1,000 to 10,000 times faster than what is considered normal.
Millions of children, including myself, have been striking from school to demand action. But it is the grown-ups, the people in power, who must lead the fight for our planet... starting now.
Nathalie Pettorelli senior research fellow at ZSL'S Institute of Zoology
Climate is the predominant driver of life on Earth, with climate and biodiversity being closely intertwined.
The ways we live alter our climate, putting the diversity of life on Earth – as well as human wellbeing – at risk.
To beat this crisis, we must meet our obligations to future generations and choose
a different path for development, where we work with nature, fostering a world where wildlife thrives.
Dr Emily Grossman, scientist, author and co-founder of scientists for extinction
This emergency is the greatest threat humanity has ever faced.
It is man-made and we have to stop making it worse, or – for the first time – we will face a catastrophe we cannot think, invent or buy our way out of.
It will affect 100% of us and everything we love. The future of our children, and our grandchildren, is at stake.
We must act radically, before it’s too late. We cannot afford to wait another second.
Dr Darren Moorcroft chief executive woodland trust
What’s important is that we respond to this crisis, as it affects everything.
As a nature conservationist, it threatens the nature I love. As a father, it threatens my children’s future and everybody else’s.
Alongside changing lifestyles, we need to invest more in natural climate solutions, including protecting trees locking up carbon today and creating new woods to lock up future carbon emissions.


Report sought on harassment complaints against doctor
by Reshma RavishankerThe Department of Medical Education has sought a report from the Bangalore Medical College and the Research Institute in connection with the harassment complaints levelled by women doctors against a senior doctor.
About 15 women doctors working at the Trauma Care Centre at Victoria Hospital premises had lodged a complaint against Casualty Medical Officer Dr Madhusoodhan Ramdas, accusing him of harassment.
Speaking to DH, Jawaid Akhtar, principal secretary, department of medical education, said the issue had been discussed with him by senior doctors from the hospital. “I have asked them to submit a report regarding the issue. We will decide the course of action later,” Akthar said.
Special officer of the Trauma Care Centre, Dr Balaji Pai met with the chief secretary T M Vijay Bhaskar and Jawaid Akhtar on the matter.
On Wednesday, a representative from the Department of Health and Family welfare conducted an inspection at the Trauma Care Centre for the Kayakalpa Assessments.


Ssssst. I got an idea.
“Looking for something? A kick-ass visual idea? That spark that makes your brand stand out? Well then I got good news. You're at the right place!”
“Looking for something? A kick-ass visual idea? That spark that makes your brand stand out? Well then I got good news. You're at the right place!”
+32 497 18 84 50
Désiré Van Monckhovenstraat 53
B-9000 Gent
Shortage, humanity, suffocation, dissapointment, chaos. Those hidden messages in Morina's poem come to life through an agressive red and dripping, vertical text lines.
A whole new branding campaign, highlighting Japan's versitile culture, stunning nature and neverending metropolitan nightlife.
Excercise on how to blend pictograms and logo's into one visual concept.
Excercise on how to blend pictograms and logo's into one visual concept.
Snowboard friendly pictogram. Could be used to welcome boarders on dedicated skiing slopes. Errr, boarding slopes, that is.


suwannee is a RESTful API to be used for blockchain connectivity. It has been tested and used to integrate with Hyperledger Fabric peers directly, as well as Blockchain-as-a-Service (BaaS) providers. Longer term plan is to facilitate integration with multiple Distributed Ledger (DLT) solutions, such as R3 Corda (coming soon).
The goal of the framework is to enable direct smart contract calls from any programming language and/or platform. The obvious solution to the problem was to make it possible through RESTful calls.
Here is an example of how to call suwannee APIs from client applications:
var request = require("request");
var options = {
method: 'GET',
url: 'http://localhost:3001/api/blockchain',
qs:
{ applicationId: 'marbles',
applicationContext: 'defaultChannel',
identity: 'bcUser',
functionName: 'getAll' },
headers:
{
Authorization: 'Bearer eyJ0e...fojdRM'
}
};
request(options, function (error, response, body) {
if (error) throw new Error(error);
console.log(body);
});
The above request invokes getAll
method of marbles
smart contract (chaincode) that is deployed on channel
defaultChannel
. In this case the HTTP method used is GET, since it is a query, however, POST method is also
available.
var options = {
method: 'POST',
url: '...',
headers:
{ ... },
body:
{ applicationId: 'marbles',
applicationContext: 'defaultChannel',
identity: 'bcUser',
functionName: 'move',
functionArguments: [ 'a', 'b', '10' ]
},
};
Above example is for a chaincode "Invoke". Since it's an update, Http method=POST. This example also shows how to pass arguments to the smart contract.
At this point, the framework is capable of starting a REST service and connect to a Hyperledger Fabric peer or a GRPC service provided by a Blockchain-as-a-Service solution.
One can perform effortlessly a chaincode "Invoke" or a "Query" without worrying about the back end.
The prerequisites are:
Node v8.15.0
yarn
A step by step series of examples that tell you how to get a development env running
Download and Install
git clone repo_url
cd suwannee
yarn
yarn build
yarn test
yarn test:e2e ❗
yarn link
(optional)chmod +x /usr/local/bin/suwannee
Running tests will generate coverage report , which you can find under coverage
directory . Open coverage/index.html
in your browser to see the report
Based on integration networks you have access to you can run following commands
yarn test
yarn lint
yarn docs
Run above command to generate documentation. You can find documentation under docs
directory. Open docs/index.html
in you browser to see documentation.
$ npm install --save suwannee
or
$ yarn add suwannee
$ suwannee start -c <path_to_config_file>
Replace clientId with consumer id
$ ssh-keygen -t rsa -b 4096 -m PEM -f clientId.key -P ""
$ openssl rsa -in clientId.key -pubout -outform PEM -out clientId.key.pub
$ openssl base64 -in clientId.key.pub -out clientId.encoded.key.pub
[
{
"clientId": "consumer id",
"key": "content of clientId.encoded.key.pub"
}
]
HEADER:ALGORITHM & TOKEN TYPE
{
"alg": "ES256",
"typ": "JWT"
}
PAYLOAD:Name of client & The time the JWT was issued
{
"clientId" : "nameofclient",
"iat" :<PHONE_NUMBER>
}
SIGNATURE : Generated while signing
{
xyz
}
$ npm install -g jwtgen
$ jwtgen -a RS256 -p /path/to/clientId.key -c "clientId=consumerid"
Authorization : Bearer < jwtToken >
Here is the structure of the config file.
To run end to end tests you would require connection_profile.json and creds in the folders '.config' and '.wallet' respectively which are need to be created under suwannee/.
We welcome Your interest in the American Express Open Source Community on Github. Any Contributor to any Open Source Project managed by the American Express Open Source Community must accept and sign an Agreement indicating agreement to the terms below. Except for the rights granted in this Agreement to American Express and to recipients of software distributed by American Express, You reserve all right, title, and interest, if any, in and to Your Contributions. Please fill out the Agreement.
Please feel free to open pull requests and see CONTRIBUTING.md
for commit formatting details.
Any contributions made under this project will be governed by the Apache License 2.0.
This project adheres to the American Express Community Guidelines. By participating, you are expected to honor these guidelines.
Generated using TypeDoc


SensESP SignalK Sensor
Your options:
Device information
Configure device
Restart sensor
Reset sensor


Class SpriteAnimation
Represent an animation inside a spritesheet.
Inheritance
Namespace: BonEngineSharp.Framework
Assembly: BonEngineSharp.dll
Syntax
public class SpriteAnimation : Object
Constructors
SpriteAnimation(String)
Create empty sprite animation.
Declaration
public SpriteAnimation(string identifier)
Parameters
| Type | Name | Description |
|---|---|---|
| System.String | identifier | Animation identifier. |
SpriteAnimation(String, ConfigAsset)
Load animation from config asset, based on animation identifier.
Declaration
public SpriteAnimation(string identifier, ConfigAsset config)
Parameters
| Type | Name | Description |
|---|---|---|
| System.String | identifier | Animation identifier. |
| ConfigAsset | config | Config asset to load from. |
Remarks
Config must contain a section called 'anim_xxx', where xxx is this animation's unique identifier. Under this section, we should have the following keys: - repeats = true / false - does this animation loops, or remain stuck on last step after done? - steps_count = how many steps we have in this animation. - setp_x_duration [x is step index] = duration, in seconds, of this animation step. - setp_x_source [x is step index] = index in spritesheet file, format is: "x,y". - step_x_tag [x is step index] = optional tag to attach to this step. For more info, check out demo_spritesheet.ini in test assets folder.
Properties
Duration
Get animation duration.
Declaration
public float Duration { get; }
Property Value
| Type | Description |
|---|---|
| System.Single |
Identifier
Animation identifier.
Declaration
public string Identifier { get; }
Property Value
| Type | Description |
|---|---|
| System.String |
Repeats
Is this animation repeating itself when done? Or just remain stuck on last frame?
Declaration
public bool Repeats { get; set; }
Property Value
| Type | Description |
|---|---|
| System.Boolean |
StepsCount
Get animation steps count.
Declaration
public int StepsCount { get; }
Property Value
| Type | Description |
|---|---|
| System.Int32 |
Methods
AddStep(SpriteAnimationStep)
Add step to animation.
Declaration
public void AddStep(SpriteAnimationStep step)
Parameters
| Type | Name | Description |
|---|---|---|
| SpriteAnimationStep | step | Step to add. |
Animate(ref Double, Double)
Animate based on progress and return index in spritesheet.
Declaration
public PointI Animate(ref double progress, double deltaTime)
Parameters
| Type | Name | Description |
|---|---|---|
| System.Double | progress | Animation total progress, in seconds. This param is updated every call so you need to preserve it between calls. |
| System.Double | deltaTime | How much to advance animation in current call. |
Returns
| Type | Description |
|---|---|
| PointI | Index to set in spritesheet. |
Animate(ref Double, Double, out Int32, out Boolean)
Animate based on progress and return index in spritesheet.
Declaration
public PointI Animate(ref double progress, double deltaTime, out int currStep, out bool didFinish)
Parameters
| Type | Name | Description |
|---|---|---|
| System.Double | progress | Animation total progress, in seconds. This param is updated every call so you need to preserve it between calls. |
| System.Double | deltaTime | How much to advance animation in current call. |
| System.Int32 | currStep | Will contain current animation step index. |
| System.Boolean | didFinish | Will be set to true if animation ended (for repeating animations, will be true during the frame it reset back to step 0). |
Returns
| Type | Description |
|---|---|
| PointI | Index to set in spritesheet. |
GetTag(Int32)
Get step tag.
Declaration
public string GetTag(int stepIndex)
Parameters
| Type | Name | Description |
|---|---|---|
| System.Int32 | stepIndex | Step index to get tag from. |
Returns
| Type | Description |
|---|---|
| System.String | Step tag or null if not set. |


"TREE OF THE KNOWLEDGE OF GOOD AND EVIL "stood in the midst of the garden of Eden, beside the tree of life (Genesis 2, 3). Adam and Eve were forbidden to take of the fruit which grew upon it. But they disobeyed the divine injunction, and so sin and death by sin entered our world and became the heritage of Adam’s posterity. (See ADAM.)
"TREE OF THE KNOWLEDGE OF GOOD AND EVIL "stood in the midst of the garden of Eden, beside the tree of life (Genesis 2, 3). Adam and Eve were forbidden to take of the fruit which grew upon it. But they disobeyed the divine injunction, and so sin and death by sin entered our world and became the heritage of Adam’s posterity. (See ADAM.)


The Roots of Lisp
May 2001
(I wrote this article to help myself understand exactly what McCarthy discovered. You don't need to know this stuff to program in Lisp, but it should be helpful to anyone who wants to understand the essence of Lisp-- both in the sense of its origins and its semantic core. The fact that it has such a core is one of Lisp's distinguishing features, and the reason why, unlike other languages, Lisp has dialects.)
In 1960, John McCarthy published a remarkable paper in which he did for programming something like what Euclid did for geometry. He showed how, given a handful of simple operators and a notation for functions, you can build a whole programming language. He called this language Lisp, for "List Processing," because one of his key ideas was to use a simple data structure called a list for both code and data.
It's worth understanding what McCarthy discovered, not just as a landmark in the history of computers, but as a model for what programming is tending to become in our own time. It seems to me that there have been two really clean, consistent models of programming so far: the C model and the Lisp model. These two seem points of high ground, with swampy lowlands between them. As computers have grown more powerful, the new languages being developed have been moving steadily toward the Lisp model. A popular recipe for new programming languages in the past 20 years has been to take the C model of computing and add to it, piecemeal, parts taken from the Lisp model, like runtime typing and garbage collection.
In this article I'm going to try to explain in the simplest possible terms what McCarthy discovered. The point is not just to learn about an interesting theoretical result someone figured out forty years ago, but to show where languages are heading. The unusual thing about Lisp-- in fact, the defining quality of Lisp-- is that it can be written in itself. To understand what McCarthy meant by this, we're going to retrace his steps, with his mathematical notation translatedinto running Common Lisp code.


Honzi
/
Personal Bests
/Telltale Games
Walking Dead
PB
Season 1
48/48
Season 2
40/40
Michonne
21/21
A New Frontier
9/30 (30%)
Season 4
Wolf Among Us season 1
PB
Achievements
35/35
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I am a hardworking, loyal family man. Although the majority of my work experience has been manual labor, my passion for computers and technology has never dissipated.
When the coalfields began laying people off, I was one of the casualities. I seized the opportunity to take part in a 33 week bootcamp to learn HTML, CSS, and Swift development.
The knowledge and skill set I've attained is indispensable. I have found my passion in this field of work.
This is one of the first projects I worked on. It taught me to rely on myself and to trust in what was taught.
Visit ProjectWhat I enjoyed most about this app was using multiple equations that initiated at different intervals to get a task done.
Visit ProjectMaply is a decomposed version of an app I created called Weatherly. It took a week and four day to create Weatherly. I created Maply in three hours.
Visit ProjectFeel free to email me for more insight on my work history, work experiences, or to just say hello!


MicroPython external C modules¶
When developing modules for use with MicroPython you may find you run into limitations with the Python environment, often due to an inability to access certain hardware resources or Python speed limitations.
If your limitations can’t be resolved with suggestions in Maximising MicroPython speed, writing some or all of your module in C is a viable option.
If your module is designed to access or work with commonly available hardware or libraries please consider implementing it inside the MicroPython source tree alongside similar modules and submitting it as a pull request. If however you’re targeting obscure or proprietary systems it may make more sense to keep this external to the main MicroPython repository.
This chapter describes how to compile such external modules into the MicroPython executable or firmware image.
An alternative approach is to use Native machine code in .mpy files which allows writing custom C code that is placed in a .mpy file, which can be imported dynamically in to a running MicroPython system without the need to recompile the main firmware.
Structure of an external C module¶
A MicroPython user C module is a directory with the following files:
*.c
and/or*.h
source code files for your module.These will typically include the low level functionality being implemented and the MicroPython binding functions to expose the functions and module(s).
Currently the best reference for writing these functions/modules is to find similar modules within the MicroPython tree and use them as examples.
micropython.mk
contains the Makefile fragment for this module.$(USERMOD_DIR)
is available inmicropython.mk
as the path to your module directory. As it’s redefined for each c module, is should be expanded in yourmicropython.mk
to a local make variable, egEXAMPLE_MOD_DIR := $(USERMOD_DIR)
Your
micropython.mk
must add your modules C files relative to your expanded copy of$(USERMOD_DIR)
toSRC_USERMOD
, egSRC_USERMOD += $(EXAMPLE_MOD_DIR)/example.c
If you have custom
CFLAGS
settings or include folders to define, these should be added toCFLAGS_USERMOD
.See below for full usage example.
Basic example¶
This simple module named example
provides a single function
example.add_ints(a, b)
which adds the two integer args together and returns
the result.
Directory:
example/
├── example.c
└── micropython.mk
example.c
// Include required definitions first.
#include "py/obj.h"
#include "py/runtime.h"
#include "py/builtin.h"
// This is the function which will be called from Python as example.add_ints(a, b).
STATIC mp_obj_t example_add_ints(mp_obj_t a_obj, mp_obj_t b_obj) {
// Extract the ints from the micropython input objects
int a = mp_obj_get_int(a_obj);
int b = mp_obj_get_int(b_obj);
// Calculate the addition and convert to MicroPython object.
return mp_obj_new_int(a + b);
}
// Define a Python reference to the function above
STATIC MP_DEFINE_CONST_FUN_OBJ_2(example_add_ints_obj, example_add_ints);
// Define all properties of the example module.
// Table entries are key/value pairs of the attribute name (a string)
// and the MicroPython object reference.
// All identifiers and strings are written as MP_QSTR_xxx and will be
// optimized to word-sized integers by the build system (interned strings).
STATIC const mp_rom_map_elem_t example_module_globals_table[] = {
{ MP_ROM_QSTR(MP_QSTR___name__), MP_ROM_QSTR(MP_QSTR_example) },
{ MP_ROM_QSTR(MP_QSTR_add_ints), MP_ROM_PTR(&example_add_ints_obj) },
};
STATIC MP_DEFINE_CONST_DICT(example_module_globals, example_module_globals_table);
// Define module object.
const mp_obj_module_t example_user_cmodule = {
.base = { &mp_type_module },
.globals = (mp_obj_dict_t*)&example_module_globals,
};
// Register the module to make it available in Python
MP_REGISTER_MODULE(MP_QSTR_example, example_user_cmodule, MODULE_EXAMPLE_ENABLED);
micropython.mk
EXAMPLE_MOD_DIR := $(USERMOD_DIR)
# Add all C files to SRC_USERMOD.
SRC_USERMOD += $(EXAMPLE_MOD_DIR)/example.c
# We can add our module folder to include paths if needed
# This is not actually needed in this example.
CFLAGS_USERMOD += -I$(EXAMPLE_MOD_DIR)
Finally you will need to define MODULE_EXAMPLE_ENABLED
to 1. This
can be done by adding CFLAGS_EXTRA=-DMODULE_EXAMPLE_ENABLED=1
to
the make
command, or editing mpconfigport.h
or
mpconfigboard.h
to add
#define MODULE_EXAMPLE_ENABLED (1)
Note that the exact method depends on the port as they have different structures. If not done correctly it will compile but importing will fail to find the module.
Compiling the cmodule into MicroPython¶
To build such a module, compile MicroPython (see getting started) with an
extra make
flag named USER_C_MODULES
set to the directory containing
all modules you want included (not to the module itself). For example:
Directory:
my_project/
├── modules/
│ └──example/
│ ├──example.c
│ └──micropython.mk
└── micropython/
├──ports/
... ├──stm32/
...
Building for stm32 port:
cd my_project/micropython/ports/stm32
make USER_C_MODULES=../../../modules CFLAGS_EXTRA=-DMODULE_EXAMPLE_ENABLED=1 all
Module usage in MicroPython¶
Once built into your copy of MicroPython, the module implemented
in example.c
above can now be accessed in Python just
like any other builtin module, eg
import example
print(example.add_ints(1, 3))
# should display 4


## Mako can find this base file because it's in the settings.py -> MAKO_TEMPLATES_DIRS list <%inherit file="base.htm" /> <%block name="content">
Coming Soon


Massa suggests Leclerc could win a title before Verstappen!
by Adam NewtonFormer Ferrari star Felipe Massa has suggested that Charles Leclerc could win a title before Max Verstappen does, despite the Dutchman having far more experience at the top level. Leclerc currently sits 14 points ahead of Verstappen in the drivers' standings and the duo are tipped to be F1's rivalry of the future.
Max Verstappen has long been considered the next big thing in F1 but his crown has been swiped at by Leclerc this season, who has claimed two wins in his first year at Ferrari.
Such has been Leclerc's impressive form in 2019, former Ferrari champion and 2008 nearly man Massa has implied that he believes Leclerc can win a title before his Aston Martin Red Bull Racing counterpart.
In an interview with motorsport.com, Massa said: “He's a very talented guy, but the thing that strikes me most is his head, and his ability to handle pressure.
“I do not know whether he is faster or slower than Verstappen, but the seven pole positions in his first year of Ferrari say a lot. He made some mistakes, but I think we all have to consider his still limited experience in F1 and it was his first year in a top team.
“He is a future world champion, and I think we will not have to wait long. I do not exclude that he can achieve that goal even before Verstappen.”


Changelog
Public Releases
v1.5 - 2019-04-16
- added 'Visual Studio Setup Log'
- renamed 'Tools' to 'Other'
v1.4 - 2019-04-13
- added 'Service Hub Log'
- added 'Environment Variables'
v1.3 - 2019-04-10
- added 'Visual Studio Folder'
- added 'Logs' group and 'Tools' group
- added 'Logs' options and 'Tools' options
v1.2.3 - 2019-04-04
v1.2.2 - 2019-04-04
v1.2.1 - 2019-04-03
- updated website documentation
v1.2 - 2019-04-03
- added 'VSIX Installer Log'
- added 'View | Extensibility Logs'
v1.1.1 - 2019-04-02
v1.1 - 2019-04-02
- added 'MEF Error Log'
- added 'Path Variables'
v1.0 - 2019-03-30
- added 'Extensibility Logs Enabled' option setting
- added 'Extensibility Logs Version' option setting
- added 'Activity Log'
- added 'Diagnostic Log'
Internal Releases
v0.1.1 - 2019-02-08
v0.1 - 2019-02-03
- initial
master
branch on GitHub
- added 'Extensibility Logs' toolbar


#include <stdint.h>
#include "geopm.h"
#include "geopm_time.h"
Go to the source code of this file.
◆ geopm_ctl_e
| Enumerator |
|---|
| GEOPM_CTL_NONE | |
| GEOPM_CTL_PROCESS | |
| GEOPM_CTL_PTHREAD | |
◆ geopm_region_hash_epoch_e
Enum for internally defined region hashes. Note the value is the geopm_crc32_str() of the stringified enum.
| Enumerator |
|---|
| GEOPM_REGION_HASH_EPOCH | |
| GEOPM_REGION_HASH_APP | |
◆ geopm_region_id_e
Region id enums go from bit 63 and work their way down. Hint enums in geopm.h go from bit 32 and work their way up. There is a possibility of a conflict sometime in the future if they overlap.
| Enumerator |
|---|
| GEOPM_REGION_ID_EPOCH | |
| GEOPM_REGION_ID_MPI | |
◆ geopm_prof_init()
| int geopm_prof_init |
( |
void |
| ) |
|
Helper that creates the DefaultProfile signleton (if not already created) and catches all exceptions.


Today, npm has shipped automation tokens 🎉
Previously, if you wanted to automatically publish an npm module from CI/CD you had a choice - have 2FA turned off and allow publishing via a token or have 2FA turned on and build a custom tool to allow you to input a 2FA code when your CI/CD is trying to publish.
This was a challenging system since it made users choose between smooth DX or security. This has been impactful historically - there have been cases (for example, the eslint-scope incident) where maintainers' accounts were hijacked and impactful modules were compromised since they didn't have 2FA for user publishes turned on.
Since 2FA on publish was introduced, folks in the ecosystem have been asking for the ability to have some way to automatically publish modules from CI while also having 2FA for user-publishes turned on.
Today, the npm team delivered one of the proposed solutions: automation tokens.
Automation tokens are effectively publish tokens that a user can create to publish a module from an automated process. They skip the OTP (one-time password) check and ship it.
Say, for example, that you're the maintainer of a module called good-first-issue
. Instead of having to pull good-first-issue
locally and publish after opening up your 2FA app and typing in the OTP, you could instead set up your favorite CI - GitHub Actions CI, CircleCI, Travis, or whatever else - to automatically publish whenever certain conditions are met. Semantic Release is a pretty wonderful example of this kind of automation.
This has the obvious benefit of streamlining workflows and reducing maintainer burden. It also helps reduce risk - in pulling down and publishing or having to build a custom publishing system both have their own additional levels of potential risk. With automation tokens, we can now pretty easily just ship code where we build it.
To publish with Automation Tokens today, you'll want to do a few things to get going.
First, to actually publish to a module with an automation token, you'll need to update the module's Settings
. Specifically, you'll need to change the module's Publishing Access
from whatever it was previously (either Two-factor authentication is not required
or Require two-factor authentication to publish
) to the new option, Require two-factor authentication or automation tokens
.
Once you've updated that, you'll now be able to use Automation Tokens for publishing that module.
To get an automation token, you'll want to head over to your user settings. From that, you'll open up the Access Tokens page and then create a new token. When you start the token creation flow, you'll have the option to select Automation
. Once you do, click Generate Token
and you'll be shown the token once - copy it, and you're all set.
There are a handful of use cases where this current implementation is extremely useful - specifically, my perspective is that it's most useful where you're an individual maintainer with a limited set of projects.
That said, this is the first step in the right direction for more granular controls for all kinds of maintainers to securely manage their modules with a good DX while being as secure as possible. In speaking with the npm team, they're exploring further iteration in this space that I'm super excited for.


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--- layout: blog title: Suggestions, Tips, and Inside Info permalink: /suggestions/ ---
Select a country: {% assign destinations = site.data.index.itinerary | sort: 'country' %} {% for destination in destinations %} {{ destination.country }} {% endfor %} Other...
Submit


Hi.. I have a few bad datapoints in my timeseries. Is there any way to remove them? I guess I felt more comfortable with this when things were MYSQL. I really don't understand timestore all that well.
How could I remove datapoints between two times? And is there a way to correct the data that results from those false inputs? For example when a temp sensor failed it started inserting -127 for a bit. Which of course messed up averages, etc.
In another case for some strange reason, my KW/d feed suddenly went about 10x too large without showing any real increase in my hourly wattage use.. Anyway way I could remove or recalculate that? I kind of doubt this one since I'm guessing only aggregated data is stored.
Lastly, is their a way to export a time serious for further analysis. For example, could I export all the energy data points for a day to a csv to run through some other statistical models
Thanks for any pointers!
Re: Fixing and extracting Datapoints
Does no one know how to remove a few data points? Is there no way to fix a data point once it has been saved?
Re: Fixing and extracting Datapoints
Impossible to remove... At least, directly in emoncms.org. See this post : http://openenergymonitor.org/emon/node/2931
There are still some "bugs"...
Regards.


Plymouth stabbing suspect still held by police as alleged victim recovers in hospital
Detectives confirm the men are known to each other as their inquiries continue
by Carl EvePolice are continuing to hold a man suspected of stabbing his victim several times in a Ford block of flats late last night.
Investigators have told Plymouth Live the 23-year-old local man was arrested on suspicion of wounding with intent to cause grievous bodily harm following the incident the block in Alexandra Road at around 10.15pm on Friday evening.
Police have confirmed the men are known to each other and no-one else was involved.
The alleged victim, described as being aged in his 20s, remains at Derriford Hospital where he is conscious and stable. He is understood to have suffered multiple wounds to his neck and back, although his injuries were described by police as "not life threatening".
The scene has been guarded since last night at residents told Plymouth Live that the National Police Air Service helicopter was seen and heard over the city at around 10.30pm last night.
Detectives have carried out door to door inquiries, in an attempt to glean any information they can from residents in the block.
Anyone with information regarding the incident can contact police via phone on 101, or via email on<EMAIL_ADDRESS>quoting log 919 of November 15. Alternatively, you can call Crimestoppers on 0800 555 111 and report information anonymously.


The main components of a computer are:
* Central Processing Unit
* Input Devices/media
* Output Devices/media
Some special purpose devices and media are also available.
The CPU is also called the brain of the computer. Its basic function is to perform calculations and various logical operations.
It consists of three parts : -
1. Control Unit
- Comprises of electronic circuits.
- Performs calculations and comparisons.
- Governs input/output (I/O) operations, data transfer to and from storage and guides the routing of data between storage location and the arithmetic and logic unit.
2. Arithmetic and Logic Unit (ALU)
- It consists of electronic circuits
- It selects, interprets and executes instructions.
- Works at tremendous speed and executes millions of instructions per second (MIPS).
3. Memory or Storage
- Also called Internal storage or main memory or random access memory (RAM).
- Consists of very fast memories like magnetic core memory or semiconductor memory.
- Stores program instructions or part of data for immediate need.
- Data is stored in a computer memory in the form of words, bytes and bits.


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 12, 2016
Pacholder High Yield Fund, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 811-05639 | 31-1251983 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 270 Park Avenue, New York, NY | 10017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(877) 217-9502
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| x | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On February 12, 2016, Pacholder High Yield Fund, Inc. (the Fund) entered into a Tender Offer Support Agreement (the RiverNorth Tender Offer Support Agreement) with J.P. Morgan Investment Management Inc. (the Adviser), RiverNorth Capital Management, LLC (RNCM), RiverNorth Capital Partners, L.P. (RNCP) and RiverNorth Institutional Partners, L.P. (RNIP and, together with RNCM and RNCP, the RiverNorth Parties). Pursuant to the RiverNorth Tender Offer Support Agreement, the Fund has agreed, among other things, to commence a tender offer (the Tender Offer) not later than March 11, 2016, to purchase up to 100% of its outstanding shares of Auction Rate Cumulative Preferred Stock, Series W (the Preferred Shares) at a price equal to 95.5% of the liquidation preference of $25,000 per share (or $23,875 per share), plus unpaid accrued dividends, subject to agreed upon conditions. The conditions to the Tender Offer shall include, among others, that at least 80% of the outstanding Preferred Shares are tendered in the Tender Offer (the Minimum Condition) and that the Fund shall have entered into a credit facility and have funds available thereunder sufficient to fund the purchase of the Preferred Shares in the Tender Offer (the Financing Condition). The RiverNorth Parties have agreed, among other things, to tender 100% of their Preferred Shares in the Tender Offer.
Also, on February 12, 2016, the Fund and the Adviser entered into a Tender Offer Support Agreement (the Morgan Stanley Tender Offer Support Agreement and together with the RiverNorth Tender Offer Support Agreement, the Tender Offer Support Agreements) with Morgan Stanley & Co. LLC (Morgan Stanley) pursuant to which the Fund has agreed, among other things, to commence the Tender Offer not later than March 11, 2016 and Morgan Stanley has agreed, among other things, to tender 100% of its Preferred Shares in the Tender Offer.
The Preferred Shares covered by the Tender Offer Support Agreements are sufficient to insure that the Minimum Condition is satisfied.
The foregoing description of the RiverNorth Tender Offer Support Agreement and the Morgan Stanley Tender Offer Support Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibits 10.1, 10.2 and 99.1 hereto, which are incorporated herein by reference.
| Item 8.01 | Other Events |
On February 12, 2016, the Fund issued a press release announcing that its Board of Directors has approved the commencement of the Tender Offer to purchase up to 100% of its outstanding Preferred Shares at a price equal to 95.5% of the liquidation preference of $25,000 per share (or $23,875 per share), plus unpaid accrued dividends, subject to certain conditions including the Minimum Condition and the Financing Condition. The Fund expects to commence the proposed tender offer no later than March 11, 2016. A copy of the press release announcing the Board of Director approval of the Tender Offer is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Additional Information
This current report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities. The Tender Offer described in this report and the accompanying exhibit has not yet commenced. The solicitation of offers to buy the Preferred Shares will only be made pursuant to an Offer to Purchase and other related documents that the Fund will send to holders of the Preferred Shares (the Preferred Shareholders) once the tender offer has commenced. Preferred Shareholders are urged to read these materials, as well as any other relevant documents filed with the Securities and Exchange Commission (the SEC), carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer. Those materials will be distributed by the Fund to the Preferred Shareholders at no expense to them.
Upon commencement of the Tender Offer, the Fund will file the Offer to Purchase and other related documents with the SEC, and, when available, investors may obtain them free of charge from the SEC at its website (www.sec.gov) or free of charge from the Fund as described in Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit |
Description | |
| 10.1 | RiverNorth Tender Offer Support Agreement dated February 12, 2016 | |
| 10.2 | Morgan Stanley Tender Offer Support Agreement dated February 12, 2016 | |
| 99.1 | Press Release dated February 12, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Pacholder High Yield Fund, Inc. | ||
| By: | /s/ Laura Del Prato | |
| Name: | Laura Del Prato | |
| Title: |
Treasurer and Principal Financial Officer |
Date: February 12, 2016
Exhibit Index
| Exhibit |
Description | |
| 10.1 | RiverNorth Tender Offer Support Agreement dated February 12, 2016 | |
| 10.2 | Morgan Stanley Tender Offer Support Agreement dated February 12, 2016 | |
| 99.1 | Press Release dated February 12, 2016 |
Exhibit 10.1
TENDER OFFER SUPPORT AGREEMENT
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).
WHEREAS, the RiverNorth Parties and their affiliates (together, RiverNorth) are substantial holders of auction rate preferred shares issued by the Fund (the ARPS), a closed-end investment company registered under the Investment Company Act of 1940 for which JPMIM currently serves as investment adviser;
WHEREAS, the RiverNorth Parties have engaged in discussions with the Fund Parties regarding the RiverNorth Parties proposal that the Fund pursue liquidity alternatives for the outstanding ARPS of the Fund, including a proposal that the Fund conduct an issuer tender offer for the ARPS, and in that connection entered into a confidentiality agreement dated May 27, 2015, as amended from time to time (the Confidentiality Agreement), regarding confidentiality obligations with respect to the discussions (together, the Discussions);
WHEREAS, the parties wish to resolve various matters associated with the Discussions and RiverNorths holdings of the ARPS.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Tender Offer.
Subject to satisfaction of Section 2(a) below, the Fund Parties agree to commence, not later than March 11, 2016, a tender offer by the Fund for 100% of its issued and outstanding ARPS at a price equal to 95.5% of the $25,000 per share liquidation preference of the ARPS (i.e., a tender offer of $23,875 per ARPS share), scheduled to expire as of the close of the New York Stock Exchange on the 20th business day following commencement (such date, as it may be extended in accordance with the terms of the Tender Offer, the Expiration Date), subject only to substantially the same conditions as are set forth in Appendix A hereto (the Tender Offer). The Fund hereby agrees that if, as of the Expiration Date of the Tender Offer, all of such conditions are satisfied or in its sole discretion, waived, it shall accept for payment all ARPS properly tendered pursuant to the Tender Offer.
2. Agreements and Obligations of the RiverNorth Parties.
The RiverNorth Parties hereby agree and undertake that:
(a) If the Tender Offer is conducted by the Fund, RiverNorth shall tender one-hundred percent (100%) of its holdings in ARPS of the Fund, such that RiverNorth would have no holdings in the ARPS following completion of the Tender Offer.
(b) The RiverNorth Parties shall, for a period of three (3) years from and after the date that the Tender Offer is completed, (i) refrain from directly or indirectly purchasing any ARPS of the Fund, (ii) 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 of Directors of the Fund (the Board), (iii) vote in accordance with the Boards and managements recommendations on any matters affecting the Fund to the extent deemed consistent with the RiverNorth Parties contractual obligations to their clients and not inconsistent with their fiduciary duties, (iv) refrain from directly or indirectly soliciting or encouraging others to vote against the Boards and managements recommendations on any matters affecting the Fund; and (v) 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 Funds assets.
(c) The RiverNorth Parties shall, for a period of three (3) years from and after the date that the Tender Offer is completed, (i) refrain from directly or indirectly making or supporting any shareholder proposals concerning any other existing or future registered investment company advised, sub-advised, distributed or sponsored by JPMIM or their affiliates (Other JPMIM Funds) including, without limitation, any nomination of a candidate for trustee or director of the Other JPMIM Funds, (ii) vote in accordance with the applicable board of trustees/directors (or similar body, a board) and managements recommendations on any matters affecting Other JPMIM Funds to the extent deemed consistent with the RiverNorth Parties contractual obligations to their clients and not inconsistent with their fiduciary duties, (iii) refrain from directly or indirectly soliciting or encouraging others to vote against the applicable boards and managements recommendations on any matters affecting Other JPMIM Funds; 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 Other JPMIM Funds, including, without limitation, a merger, tender or exchange offer, open-ending, share repurchase or liquidation of the assets of Other JPMIM Funds.
3. Release of Any Claims; Covenants Not to Sue.
(a) Subject to and upon completion of the Tender Offer, each of the RiverNorth Parties, 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 the Fund Parties 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 Discussions, the Tender Offer or RiverNorths acquisition of, transactions in, ownership of or holdings in the ARPS 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 sub-paragraph 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 and upon completion of the Tender Offer, each of the Fund Parties, 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 the RiverNorth Parties 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 RiverNorth 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 Discussions, the Tender Offer or RiverNorths acquisition of, transactions in, ownership of or holdings in the ARPS 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 RiverNorth 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 sub-paragraph 3(b)(i) above, and that this Agreement is a bar to any such claim, action, lawsuit, proceeding or other form of action.
(c) The RiverNorth Parties and the Fund Parties 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. No Disparagement.
For a period of three (3) years from and after the date of this Agreement, the RiverNorth Parties, on the one hand, and the Fund Parties, on the other hand, shall refrain from directly or indirectly disparaging, impugning, or taking any action reasonably likely to damage the reputation of the other party or its employees or affiliates or the current and former Directors or officers of the Fund with respect to the subject matter of the Discussions, the Tender Offer or RiverNorths holdings in the ARPS, including relating to prior discussions, actions and communications regarding leverage alternatives, prior litigation and related outcomes (including involving Other JPMIM Funds), the subject matter of proxy contests (including involving Other JPMIM Funds), and Fund governance, management, performance, compliance and related topics. The foregoing shall not apply to any compelled testimony or production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.
5. 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, including specific performance of the obligations set forth in Section 2 of this Agreement.
6. Confidentiality.
The RiverNorth Parties and the Fund Parties hereby agree to and do hereby extend the term of the Confidentiality Agreement and their respective obligations thereunder, until the first to occur of (i) the commencement of the Tender Offer; (ii) the public disclosure of this Agreement or (iii) two years from the date hereof, in the event the Tender Offer is not commenced provided that the Fund Parties may disclose the subject matter of the Tender Offer to third parties, including to other holders of the ARPS and to service providers and agents who may be engaged to assist in conducting the Tender Offer, before the Tender Offer is publicly announced. For the avoidance of doubt, the RiverNorth Parties acknowledge that the Fund will be required to file a copy of this Agreement with its Form TO filings in connection with the Tender Offer.
7. Term.
This Agreement shall terminate on the earlier of (i) March 11, 2016, if the Fund has not on or before that date commenced the Tender Offer and (ii) the close of the New York Stock Exchange on the business day next following the Expiration Date, if the Funds have not accepted validly tendered ARPS for purchase pursuant to the Tender Offer by such time. In the case of termination of this Agreement pursuant to Section 7(i) and Section 7(ii), all provisions of this Agreement shall terminate and have no further force or effect upon such termination, except that the confidentiality obligations of the parties under Section 6 hereof and the Confidentiality Agreement shall survive the termination of this Agreement for the period set forth in Section 6 hereof. In the case of the completion of the Tender Offer the obligations of the parties under Sections 2(b), 2(c) 3, 4, 5, 7 and 9 hereof shall survive the termination of this Agreement.
8. Financing Efforts.
The Fund hereby agrees to use commercially reasonable efforts to enter into the credit facility necessary to satisfy the Financing Condition (as defined in the Offer to Purchase accompanying the Tender Offer), which is a material condition to the Tender Offer (the Credit Facility) as soon as practicable following the date hereof. The Credit Facility shall provide the Fund with financing sufficient for the payment in full of all consideration payable in the event that all of the holders of the ARPS tender their ARPS and the payment of all costs and fees to be borne by the Fund in connection with the Tender Offer.
9. Miscellaneous.
(a) Notices. Any notices or other communications required or permitted hereunder will be deemed to have been properly given and delivered if in writing by such party or its legal representative and delivered personally or sent by e-mail or other electronic communication, or by a nationally recognized overnight courier service guaranteeing overnight delivery, addressed as follows:
| If to a RiverNorth Party: |
RiverNorth Capital Management, LLC | |
| 325 North LaSalle Street, Suite 645 | ||
| Chicago, Illinois 60654 | ||
| Attn: | ||
| E-mail: | ||
| If to JPMIM: |
J.P. Morgan Investment Management Inc. | |
| 270 Park Avenue | ||
| New York, New York 10017 | ||
| Attn: | ||
| E-mail: | ||
| If to the Fund: |
Pacholder High Yield Fund, Inc. | |
| 270 Park Avenue | ||
| New York, New York 10017 | ||
| Attn: | ||
| E-mail: |
(b) No Assignment. No Party shall assign this Agreement or its rights hereunder without the express written consent of the other parties.
(c) Agreement Separable. If any provision hereof is for any reason unenforceable or inapplicable, the other provisions hereof will remain in full force and effect in the same manner as if such unenforceable or inapplicable provision had never been contained herein.
(d) Counterparts. This Agreement may be executed in any number of counterparts, each of which will, for all purposes, be deemed to be an original. Facsimile or electronic signatures shall have the same force and effect as executed originals.
(e) Governing Law. This Agreement is governed by the laws of the State of New York, without regard to the principles of conflicts of laws or choice of laws of any state or commonwealth. Each party submits to the exclusive jurisdiction of, and acknowledges the propriety of venue in the United States District Court for the Southern District of New York sitting in New York County, New York, and its appellate courts, as well as any Courts of the State of New York sitting in New York County, New York, and the appellate courts thereof. To the extent not prohibited by applicable law that cannot be waived, the parties hereby waive, and covenant that they will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any action arising in whole or in part under or in connection with this Agreement, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise. The parties agree that any of them may file a copy of this Section 8(e) with any court as written evidence of the knowing, voluntary and bargained-for agreement between the parties each irrevocably to waive its right to trial by jury in any proceeding whatsoever between them relating to this Agreement, which will instead be tried in a court of competent jurisdiction by a judge sitting without a jury.
(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters set forth herein, and there are no other covenants, agreements, promises, terms and provisions, conditions, undertakings or understandings, either oral or written, between them other than those herein set forth. No subsequent alteration, amendment, change, deletion or addition to this Agreement shall be binding upon the parties unless in writing and signed by the parties.
(g) Further Assurances. Each party covenants, on behalf of itself and its successors and assigns, to take all actions and do all things, and to promptly and duly execute, acknowledge and deliver any and all such further instruments and documents necessary or proper to achieve the purposes and objectives of this Agreement.
[Remainder of page intentionally left blank]
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.
| PACHOLDER HIGH YIELD FUND, INC. | ||||||
| By: | /s/ Laura Del Prato | |||||
| Name: Laura Del Prato | ||||||
| Title: Treasurer and Principal Financial Officer | ||||||
| J.P. MORGAN INVESTMENT MANAGEMENT INC. | ||||||
| By: | /s/ Laura Del Prato | |||||
| Name: Laura Del Prato | ||||||
| Title: Managing Director | ||||||
| RIVERNORTH CAPITAL MANAGEMENT, LLC | ||||||
| By: | /s/ Marc Collins | |||||
| Name: Marc Collins | ||||||
| Title: General Counsel and CCO | ||||||
| RIVERNORTH CAPITAL PARTNERS, L.P. | ||||||
| By: | /s/ Marc Collins | |||||
| Name: Marc Collins | ||||||
| Title: General Counsel and CCO | ||||||
| RIVERNORTH INSTITUTIONAL PARTNERS, L.P. | ||||||
| By: | /s/ Marc Collins | |||||
| Name: Marc Collins | ||||||
| Title: General Counsel and CCO |
APPENDIX A
TENDER OFFER CONDITIONS:
It is a condition to the Tender Offer that the Fund will not accept tenders or effect repurchases, unless otherwise determined by the Funds Board, if: (1) there have been validly tendered and not withdrawn prior to the expiration of the Tender Offer that number of Preferred Shares which represent less than 80% of the Funds outstanding Preferred Shares; (2) the Financing Condition (as defined in the Offer to Purchase accompanying the Tender Offer) has not been satisfied or waived; (3) such transactions, if consummated, would (a) result in delisting of the Funds common shares from the New York Stock Exchange; (b) impair the Funds status as a regulated investment company under the Internal Revenue Code of 1986 (which would make the Fund subject to federal income tax on all of its net income and gains in addition to the taxation of shareholders who receive distributions from the Fund); or (c) result in a liquidation of the Fund or a mandatory redemption due to the failure of the Fund to comply with the applicable maintenance amount or asset coverage requirements in the event any senior securities are issued and outstanding; (4) there shall be instituted or pending before any governmental entity or court any action, proceeding, application or claim, or any judgment, order or injunction sought, or any other action taken by any person or entity, which (a) restrains, prohibits or materially delays the making or consummation of the Tender Offer; (b) challenges the acquisition by the Fund of the ARPS pursuant to the Tender Offer or the Boards fulfillment of its fiduciary obligations in connection with the Tender Offer; (c) seeks to obtain any material amount of damages in connection with the Tender Offer; or (d) otherwise directly or indirectly materially adversely affects the Tender Offer or the Fund; (5) there is any (a) suspension of or limitation on prices for trading securities generally on the New York Stock Exchange or other national securities exchange(s); (b) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State; or (c) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions; or (6) the Board determines that effecting any such transaction would constitute a breach of its fiduciary duty owed to the Fund or holders of its Preferred Shares.
Exhibit 10.2
TENDER OFFER SUPPORTAGREEMENT
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).
WHEREAS, Morgan Stanley is a substantial holder of auction rate preferred shares issued by the Fund (the ARPS), a closed-end investment company registered under the Investment Company Act of 1940 for which JPMIM currently serves as investment adviser;
WHEREAS, Morgan Stanley has engaged in discussions with the Fund Parties regarding a proposal that the Fund conduct an issuer tender offer for the ARPS, and in that connection entered into a confidentiality agreement dated September 29, 2015 (the Confidentiality Agreement), regarding confidentiality obligations with respect to the discussions (together, the Discussions);
WHEREAS, the parties wish to resolve various matters associated with the Discussions and Morgan Stanleys holdings of the ARPS.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Tender Offer.
Subject to satisfaction of Section 2 below, the Fund Parties agree to commence, not later than March 11, 2016, a tender offer by the Fund for 100% of its issued and outstanding ARPS at a price equal to 95.5% of the $25,000 per share liquidation preference of the ARPS (i.e., a tender offer of $23,875 per ARPS share), scheduled to expire as of the close of the New York Stock Exchange on the 20th business day following commencement (such date, as it may be extended in accordance with the terms of the Tender Offer, the Expiration Date), subject to substantially the same conditions as are set forth in Appendix A hereto (the Tender Offer). The Fund hereby agrees that if, as of the Expiration Date of the Tender Offer, all of such conditions are satisfied or in its sole discretion, waived, it shall accept for payment all ARPS properly tendered pursuant to the Tender Offer.
2. Agreements and Obligations of Morgan Stanley.
Morgan Stanley hereby agrees and undertakes that:
If the Tender Offer is conducted by the Fund, Morgan Stanley shall tender one-hundred percent (100%) of the ARPS of the Fund held by it for its own account (i.e., 486 ARPS as of the date the Agreement), such that Morgan Stanley would have no holdings of the ARPS for its own account following acceptance by the Fund Parties of the Tender Offer.
3. Confidentiality.
Morgan Stanley and the Fund Parties hereby agree to and do hereby extend the term of the Confidentiality Agreement and their respective obligations thereunder, until the first to occur of (i) the commencement of the Tender Offer; (ii) the public disclosure of this Agreement or (iii) two years from the date hereof, in the event the Tender Offer is not commenced provided that the Fund Parties may disclose the subject matter of the Tender Offer to third parties, including to other holders of the ARPS and to service providers and agents who may be engaged to assist in conducting the Tender Offer, before the Tender Offer is publicly announced. For the avoidance of doubt, Morgan Stanley acknowledges that the Fund will be required to file a copy of this Agreement with its Form TO filings in connection with the Tender Offer.
4. Term.
This Agreement shall terminate on the earlier of (i) March 11, 2016, if the Fund has not on or before that date commenced the Tender Offer and (ii) the close of the New York Stock Exchange on the business day next following the Expiration Date, if the Funds have not accepted validly tendered ARPS for purchase pursuant to the Tender Offer by such time. In the case of termination of this Agreement pursuant to Section 4(i) and Section 4(ii), all provisions of this Agreement shall terminate and have no further force or effect upon such termination, except that the confidentiality obligations of the parties under Section 3 hereof and the Confidentiality Agreement shall survive the termination of this Agreement for the period set forth in Section 3 hereof. In the case of the completion of the Tender Offer the obligations of the parties under Sections 3, 4 and 6 hereof shall survive the termination of this Agreement.
5. Financing Efforts.
The Fund hereby agrees to use commercially reasonable efforts to enter into the credit facility necessary to satisfy the Financing Condition, which is a material condition to the Tender Offer (the Credit Facility) as soon as practicable following the date hereof. The Credit Facility shall provide the Fund with financing sufficient for the payment in full of all consideration payable in the event that all of the holders of the ARPS tender their ARPS and the payment of all costs and fees to be borne by the Fund in connection with the Tender Offer.
6. Miscellaneous.
(a) Notices. Any notices or other communications required or permitted hereunder will be deemed to have been properly given and delivered if in writing by such party or its legal representative and delivered personally or sent by e-mail or other electronic communication, or by a nationally recognized overnight courier service guaranteeing overnight delivery, addressed as follows:
| If to Morgan Stanley: |
Morgan Stanley & Co | |
| 1585 Broadway | ||
| New York, NY 10036 | ||
| Attn: | ||
| E-mail: | ||
| If to JPMIM: |
J.P. Morgan Investment Management Inc. | |
| 270 Park Avenue | ||
| New York, New York 10017 | ||
| Attn: | ||
| E-mail: | ||
| If to the Fund: |
Pacholder High Yield Fund, Inc. | |
| 270 Park Avenue | ||
| New York, New York 10017 | ||
| Attn: | ||
| E-mail: |
(b) No Assignment. No Party shall assign this Agreement or its rights hereunder without the express written consent of the other parties.
(c) Agreement Separable. If any provision hereof is for any reason unenforceable or inapplicable, the other provisions hereof will remain in full force and effect in the same manner as if such unenforceable or inapplicable provision had never been contained herein.
(d) Counterparts. This Agreement may be executed in any number of counterparts, each of which will, for all purposes, be deemed to be an original. Facsimile or electronic signatures shall have the same force and effect as executed originals.
(e) Governing Law. This Agreement is governed by the laws of the State of New York, without regard to the principles of conflicts of laws or choice of laws of any state or commonwealth. Each party submits to the exclusive jurisdiction of, and acknowledges the propriety of venue in the United States District Court for the Southern District of New York sitting in New York County, New York, and its appellate courts, as well as any Courts of the State of New York sitting in New York County, New York, and the appellate courts thereof. To the extent not prohibited by applicable law that cannot be waived, the parties hereby waive, and covenant that they will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any action arising in whole or in part under or in connection with this Agreement, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise. The parties agree that any of them may file a copy of this Section 6(e) with any court as written evidence of the knowing, voluntary and bargained-for agreement between the parties each irrevocably to waive its right to trial by jury in any proceeding whatsoever between them relating to this Agreement, which will instead be tried in a court of competent jurisdiction by a judge sitting without a jury.
(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters set forth herein, and there are no other covenants, agreements, promises, terms and provisions, conditions, undertakings or understandings, either oral or written, between them other than those herein set forth. No subsequent alteration, amendment, change, deletion or addition to this Agreement shall be binding upon the parties unless in writing and signed by the parties.
(g) Further Assurances. Each party covenants, on behalf of itself and its successors and assigns, to take all actions and do all things, and to promptly and duly execute, acknowledge and deliver any and all such further instruments and documents necessary or proper to achieve the purposes and objectives of this Agreement.
[Remainder of page intentionally left blank]
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.
| PACHOLDER HIGH YIELD FUND, INC. | ||||||
| By: | /s/ Laura Del Prato | |||||
| Name: Laura Del Prato | ||||||
| Title: Treasurer and Principal Financial Officer | ||||||
| J.P. MORGAN INVESTMENT MANAGEMENT INC. | ||||||
| By: | /s/ Laura Del Prato | |||||
| Name: Laura Del Prato | ||||||
| Title: Managing Director | ||||||
| MORGAN STANLEY & CO. LLC | ||||||
| By: | /s/ Daniel Kelly | |||||
| Name: Daniel Kelly | ||||||
| Title: Executive Director |
APPENDIX A
TENDER OFFER CONDITIONS:
It is a condition to the Tender Offer that the Fund will not accept tenders or effect repurchases, unless otherwise determined by the Funds Board, if: (1) there have been validly tendered and not withdrawn prior to the expiration of the Tender Offer that number of Preferred Shares which represent less than 80% of the Funds outstanding Preferred Shares; (2) the Financing Condition (as defined in the Offer to Purchase accompanying the Tender Offer) has not been satisfied or waived; (3) such transactions, if consummated, would (a) result in delisting of the Funds common shares from the New York Stock Exchange; (b) impair the Funds status as a regulated investment company under the Internal Revenue Code of 1986 (which would make the Fund subject to federal income tax on all of its net income and gains in addition to the taxation of shareholders who receive distributions from the Fund); or (c) result in a liquidation of the Fund or a mandatory redemption due to the failure of the Fund to comply with the applicable maintenance amount or asset coverage requirements in the event any senior securities are issued and outstanding; (4) there shall be instituted or pending before any governmental entity or court any action, proceeding, application or claim, or any judgment, order or injunction sought, or any other action taken by any person or entity, which (a) restrains, prohibits or materially delays the making or consummation of the Tender Offer; (b) challenges the acquisition by the Fund of the ARPS pursuant to the Tender Offer or the Boards fulfillment of its fiduciary obligations in connection with the Tender Offer; (c) seeks to obtain any material amount of damages in connection with the Tender Offer; or (d) otherwise directly or indirectly materially adversely affects the Tender Offer or the Fund; (5) there is any (a) suspension of or limitation on prices for trading securities generally on the New York Stock Exchange or other national securities exchange(s); (b) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State; or (c) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions; or (6) the Board determines that effecting any such transaction would constitute a breach of its fiduciary duty owed to the Fund or holders of its Preferred Shares.
Exhibit 99.1
News
For Immediate Release
For additional information contact:
1-877-217-9502
Pacholder High Yield Fund, Inc. Announces Intent to Launch Cash Tender Offer
to Purchase up to 100% of its Auction Rate Cumulative Preferred Stock, Series W
NEW YORK, NEW YORK, February 12, 2016 Pacholder High Yield Fund, Inc. (NYSE: PHF) (the Fund) announced today that its Board of Directors has authorized a cash tender offer to purchase up to 100% of its outstanding shares of the Auction Rate Cumulative Preferred Stock, Series W (the Preferred Shares) from holders of the Preferred Shares (the Preferred Shareholders) at a price equal to 95.5% of the liquidation preference of $25,000 per share (or $23,875 per share), plus any unpaid accrued dividends. The Fund intends to finance the tender offer using borrowings under a credit facility that the Fund expects to enter into in the near term, subject to completion of the negotiation of a definitive agreement (the Credit Facility). Among other conditions, the tender offer is subject to the Funds entry into the Credit Facility and the availability of sufficient funds thereunder to finance the purchase of the Preferred Shares in the tender offer (the Financing Condition).
Further Information Regarding the Proposed Tender Offer
In addition to the Financing Condition, the tender offer is conditioned upon at least 80% of the outstanding Preferred Shares being validly tendered and not withdrawn (the Minimum Condition). Two substantial Preferred Shareholders, RiverNorth Capital Management, LLC and its affiliates and Morgan Stanley & Co. LLC, have provided commitments to the Fund that they will participate in the tender offer. These commitments, if honored, will satisfy the Minimum Condition. In connection with these commitments, the Fund has agreed to commence the tender offer no later than March 11, 2016, and the tender offer will remain open for at least twenty business days following the date of the commencement of the offer. All tendering instructions and a complete explanation of the tender offers terms and conditions will be described in the Offer to Purchase, the related Letter of Transmittal, and other materials relating to the tender offer that will be distributed to the Preferred Shareholders upon commencement of the tender offer.
While the Funds Board of Directors has authorized the Fund to commence the tender offer, neither the Fund, nor the Board of Directors, nor J.P. Morgan Investment Management Inc., the investment advisor of the Fund, has made any recommendation to any Preferred Shareholder whether to tender or refrain from tendering any Preferred Shares. The Preferred Shareholders are urged to consult their own investment and tax advisors and make their own decisions whether to tender any Preferred Shares and, if so, how many Preferred Shares to tender.
Important Information
The anticipated tender offer described in this press release has not yet commenced. The discussion of the tender offer contained in this press release is for informational purposes only and is not an offer to purchase, nor the solicitation of an offer to sell, any of the Funds Preferred Shares. While the Fund intends to commence the tender offer within a reasonable time following the date of this press release and complete the tender offer, there can be no assurances that the Fund will commence or complete the tender offer on the terms described in this press release, or at all. If the Fund commences the tender offer, the offer to purchase and solicitation of the Preferred Shares will be made only pursuant to an Offer to Purchase, the related Letter of Transmittal, and other related materials, as they may be amended or supplemented. Such documents will be distributed to the Preferred Shareholders upon commencement of the tender offer. Preferred Shareholders should read those materials carefully when they become available before making any decisions with respect to the tender offer because they will contain important information. The Fund will also file a Tender Offer Statement on Schedule
TO (the Tender Offer Statement) with the Securities and Exchange Commission (the SEC). The Tender Offer Statement, the Offer to Purchase, the related Letter of Transmittal, and other related materials, as well as any amendments or supplements, will be available to the Preferred Shareholders for no charge on the SECs website (www.sec.gov). The Preferred Shareholders may also obtain a copy of these documents, as well as any other documents that the Fund has filed with the SEC, without charge, by contacting the Fund or through its website at www.pacholder.com.
Forward-Looking Statements
This news release includes forward-looking statements. All statements, other than statements of historical facts, included in this news release that address activities, events, or developments that the Fund expects, believes, or anticipates will or may occur in the future are forward-looking statements. Terminology such as will, may, should, expect, anticipate, plan, project, intend, estimate, believe, target, continue, potential, the negative of such terms, or other comparable terminology often identify forward-looking statements. Except as required by law, the Fund undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this news release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. All forward-looking statements are qualified in their entirety by these cautionary statements. These forward-looking statements involve risks and uncertainties, many of which are beyond the control of the Fund, which may cause the Funds actual results to differ materially from those implied or expressed by the forward-looking statements.
About Pacholder High Yield Fund, Inc.
Pacholder High Yield Fund, Inc. is a closed-end management investment company with a leveraged capital structure. The Funds investment objective is to provide a high level of total return through current income and capital appreciation by investing primarily in high yield, high risk fixed income securities of domestic companies. The Funds investment advisor is J.P. Morgan Investment Management Inc., an investment management firm registered with the SEC under the Investment Advisers Act of 1940.
The information presented here is not intended as a solicitation. New investors cannot purchase shares directly from the Fund. Common shares are listed on the New York Stock Exchange MKT, and interested investors should contact their financial advisor or broker-dealer for more information.
The Fund was organized as a corporation under the laws of Maryland on August 17, 1988 and has registered with the SEC under the Investment Company Act of 1940, as amended. The Funds principal office is located at 270 Park Avenue, New York, New York 10017. For more information visit us at www.pacholder.com, or call 1-877-217-9502.
The Funds investment adviser is J.P. Morgan Investment Management Inc., an investment management firm registered with the SEC under the Investment Advisers Act of 1940.


Here's to the crazy ones, the misfits, the rebels, the troublemakers, the round pegs in the square holes... the ones who see things differently -- they're not fond of rules... You can quote them, disagree with them, glorify or vilify them, but the only thing you can't do is ignore them because they change things... they push the human race forward, and while some may see them as the crazy ones, we see genius, because the people who are crazy enough to think that they can change the world, are the ones who do.
Don’t let your past learning stop you from learning new things. It’s a simple trap because when we learn new things, the brain tries to associate them with familiar things (i.e. stuff you already know) and when the new concepts are too different or in contradiction with what you already know, this may lead to frustration.


@* * Copyright 2023 HM Revenue & Customs * * Licensed under the Apache License, Version 2.0 (the "License"); * you may not use this file except in compliance with the License. * You may obtain a copy of the License at * * http://www.apache.org/licenses/LICENSE-2.0 * * Unless required by applicable law or agreed to in writing, software * distributed under the License is distributed on an "AS IS" BASIS, * WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. * See the License for the specific language governing permissions and * limitations under the License. *@ @import uk.gov.hmrc.gatekeeper.models._ @import uk.gov.hmrc.gatekeeper.models.Forms.RemoveTeamMemberConfirmationForm @import uk.gov.hmrc.gatekeeper.config.AppConfig @import uk.gov.hmrc.apiplatform.modules.gkauth.domain.models.LoggedInUser @import uk.gov.hmrc.gatekeeper.controllers.routes @import uk.gov.hmrc.gatekeeper.views.models.Crumb @this(main: MainView, applicationConfig: AppConfig) @(application: Application, form: Form[RemoveTeamMemberConfirmationForm], email: String)(implicit request: Request[_], loggedInUser: LoggedInUser, messagesProvider: MessagesProvider) @main( title = s"${applicationConfig.title} - Remove Team Member", breadcrumbs = Seq( Crumb( "Manage team members", s"${routes.TeamMembersController.manageTeamMembers(application.id)}", Some("data-breadcrumb-manage-team-members") ), Crumb( s"${application.name}", s"${routes.ApplicationController.applicationPage(application.id)}", Some("data-breadcrumb-view-application") ), Crumb( "Applications", s"${routes.ApplicationController.applicationsPage(None)}", Some("data-breadcrumb-view-applications") ) ) ) { @errorSummary2(form)