HIGH INCOME SECURITIES FUND

The Fund is currently managed by an Investment Committee of the Fund’s Board of Trustees (the “Board”). At the Special Meeting, Shareholders will vote on a proposal to approve an investment management agreement between the Fund and Bulldog Investors, LLP (“Bulldog” and such investment management agreement, the “Advisory Agreement”). If approved, the Fund will cease to be managed by the Investment Committee and will instead be managed by Bulldog pursuant to the Advisory Agreement.

In September 2023, the Board established a Strategic Planning Committee, to consider, among other things, what, if any, fundamental changes in the Fund’s structure and investment restrictions are warranted. The Strategic Planning Committee was comprised of trustees of the Board who were neither (i) “interested persons” of the Fund as such term is defined under the Investment Company Act of 1940, as amended (the “1940 Act” and such trustees, the “Non-interested Trustees”) nor (ii) affiliated with Bulldog. After a process which included a request for proposal from Bulldog and follow up requests and a meeting with Bulldog representatives, the Strategic Planning Committee recommended that the Board approve an advisory agreement with Bulldog pursuant to which Bulldog would serve as the Fund’s external investment adviser.

At a meeting of the Board held on June 14, 2024, the Board, including those Non-Interested Trustees that were not affiliated with Bulldog (the “Unaffiliated Board”) determined, after careful consideration and upon the recommendation of the Strategic Planning Committee, subject to approval of the Advisory Agreement by the Shareholders, to approve the Advisory Agreement. The Advisory Agreement must be approved by Shareholders to become effective.

The Board, including the Unaffiliated Board, has unanimously approved the Advisory Agreement and believes it to be in the best interests of the Fund and its Shareholders. Shareholders are being asked to approve the Advisory Agreement between the Fund and Bulldog. The material terms and conditions of the Advisory Agreement are set forth below.

If Proposal 1 is not approved by the Fund’s Shareholders, the Board will consider such other actions as it determines to be in the best interests of the Fund and Shareholders. The members of the Investment Committee have indicated that they are not willing to continue to serve on the Investment Committee indefinitely and the Unaffiliated Board agrees that internal management by a committee is not a viable long-term structure for the Fund. Thus, if Proposal 1 is not approved, the Board may determine to seek the approval of an investment management agreement with a firm other than Bulldog.