HIGH INCOME SECURITIES FUND
For the period ended Sep 12, 2024. Filed Sep 13, 2024.
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Sep 12, 2024 · Filed Sep 13, 2024
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Contents
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders (the “Special Meeting”) of High Income Securities Fund (the “Fund”) to be held on October 18, 2024 at 10:30 a.m.
Since April 2019, the Fund has been managed by an Investment Committee of the Fund’s Board of Trustees (the “Board”). At the Special Meeting, shareholders of the Fund (“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.
When the current Board was elected in 2018, the Fund’s investment adviser at the time resigned and an Investment Committee was established to manage the Fund’s investments while the Board considered various strategic options for the Fund. The Board subsequently determined not to pursue such options and the Fund continued to be a closed-end fund managed by the Investment Committee. 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. The Strategic Planning Committee delivered a request for proposal questionnaire (“RFP”) to Bulldog for it to complete. After reviewing Bulldog’s RFP response (including additional follow up requests) and meeting with representatives of Bulldog, the Strategic Planning Committee determined to recommend that the Board approve an advisory agreement with Bulldog pursuant to which Bulldog would serve as the Fund’s investment adviser. The Strategic Planning Committee also determined that the Board should consider certain changes to the Fund’s investment policies.
At a meeting of the Board held on June 14, 2024, the Board of Trustees, including the Non-interested Trustees, after careful consideration and upon the recommendation of the Strategic Planning Committee, approved the Advisory Agreement. The Advisory Agreement must also be approved by Shareholders to become effective. The terms of the Advisory Agreement are described in the accompanying Proxy Statement.
In addition, at the June 14, 2024 Board meeting, the Board also considered and approved certain changes to the Fund’s investment strategies and fundamental policies in order to expand the types of investments the Fund can make and increase the Fund’s flexibility to pursue investment opportunities (the “Investment Changes”). The Board noted that many of the Fund’s policies, which were put in place when the Fund was created in 1987, are outdated, unduly restrictive and typically are not included as policies of more recently-created funds. The Board recommends that the Shareholders approve each of the Investment Changes. The Investment Changes, which are more fully described in the accompanying Proxy Statement, will:
| • | eliminate the Fund’s secondary investment objective of capital appreciation |
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| • | revise the investment strategies of the Fund to provide, among other things, that it invests primarily in income producing or dividend paying U.S. and non-U.S. investments, such as investment grade and below investment grade (high yield/high risk) debt securities, fixed or variable rate income securities, real estate investment trusts (REITs), convertible securities, preferred stocks, and dividend-paying common stocks, and securities or other assets that the adviser reasonably expects to lead to a liquidity event such as a self-tender offer, merger or liquidation, including a transaction with a special purpose acquisition company (SPAC) |
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| • | revise or delete certain fundamental policies of the Fund |
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Finally, the Board is also recommending that Shareholders approve an amendment to the Fund’s Amended and Restated Declaration of Trust to eliminate the requirement for a mandatory conversion vote if the Fund’s shares trade at a discount from NAV over a specified time period. This provision was triggered last year requiring the inclusion of a proposal in the proxy statement for the Fund’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”). A quorum was not obtained to take any action at the 2023 Annual Meeting, however the shareholders that submitted proxies to vote at the 2023 Annual Meeting overwhelmingly voted to retain the closed-end nature of the Fund. The Board believes that in view of this, and the other proposed changes to the Fund’s investment strategies and policies, it is no longer in the best interests of the Fund and its shareholders to retain the requirement for a mandatory shareholder vote to convert the Fund to open-end status as an automatic response to discount levels.
The Board has approved the Advisory Agreement, the Investment Changes and the Amendment to the Declaration of Trust and believes each of them are in the best interests of the Fund and its Shareholders. Upon approval by the Fund’s Shareholders, the Advisory Agreement, the Investment Changes and the Amendment to the Declaration of Trust will be effective, the Investment Committee will be disbanded and the Fund will be externally managed by Bulldog.
Further details regarding the business to be conducted at the Special Meeting are included in the accompanying Notice of Special Meeting and Proxy Statement.
It is important that your shares be represented at the Special Meeting. If you are unable to attend the Special Meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided, vote your shares by telephone, or vote via the Internet. Your vote is important.
Sincerely yours,
Moritz Sell
Chairman of the Fund’s Strategic Planning Committee
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