SEC Form DEF 14A filed by High Income Securities Fund

[   ]	Preliminary Proxy Statement
[   ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

[X]	No fee required.
[   ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

[   ]	Fee paid previously with preliminary materials.
[   ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Your vote is important no matter how many shares you own

Please indicate your voting instructions on the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.  If you sign, date and return the proxy card but give no voting instructions, your shares will be voted “FOR” all of the Proposals and in the proxies’ discretion on any other business that may properly arise at the Meeting.  In order to avoid the additional expense to the Fund of further solicitation, we ask your cooperation in mailing in your enclosed proxy card promptly.

Registration	Valid signature
Corporate accounts
(1) ABC Corp.	ABC Corp.
	John Doe, treasurer
(2) ABC Corp.	John Doe, treasurer
(3) ABC Corp.  c/o John Doe, treasurer	John Doe
(4) ABC Corp.  profit sharing plan	John Doe, trustee
Partnership accounts
(1) The XYZ partnership	Jane B.  Smith, partner
(2) Smith and Jones, limited partnership	Jane B.  Smith, general partner
Trust accounts
(1) ABC trust account	Jane B.  Doe, trustee
(2) Jane B.  Doe, trustee u/t/d 12/18/78	Jane B.  Doe
Custodial or estate accounts
(1) John B.  Smith, Cust.  f/b/o
John B.  Smith, Jr.  UGMA/UTMA	John B.  Smith
(2) Estate of John B.  Smith	John B.  Smith, Jr., executor

Name and Address of Beneficial Owner		Number of Shares Owned Beneficially(1)		Percentage of Class(2)
Non-interested Trustees (not affiliated with Bulldog)
Gerald Hellerman		42,467			*
Moritz Sell		37,521			*
Richard Dayan		5,400			*
Ben H. Harris		5,652			*
Trustees Affiliated with Bulldog
Andrew Dakos		105,138			*
Phillip Goldstein		259,546			*
Rajeev Das		4,204			*
Officers
Thomas Antonucci		0			N/A
Stephanie Darling		0			N/A
Trustees and Officers as a group		459,928			1.6%
Five Percent Owners(3)
None		N/A			N/A

(1)	Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Assumes no other purchases or sales of our common shares since the information most recently available to us. This assumption has been made under the rules and regulations of the SEC and does not reflect any knowledge that we have with regard to the present intent of the beneficial owners of our common shares listed in this table.
(2)	Based on a total of 29,391,450 shares of the Fund’s common shares issued and outstanding as of the Record Date.
(3)	Based on the most recent information (as of September 1, 2024) provided by Bloomberg L.P.

Name of Trustees		Dollar Range of Equity Securities Beneficially Owned(1)(2)			Aggregate Dollar Range of Equity Securities In All Funds overseen by Trustee in Family of Investment Companies*
Non-interested Trustees (not affiliated with Bulldog)
Gerald Hellerman		Over $100,000			Over $100,000
Moritz Sell		Over $100,000			Over $100,000
Richard Dayan		$10,001 - $50,000			$10,001 - $50,000
Ben H. Harris		$10,001 - $50,000			$10,001 - $50,000
Trustees Affiliated with Bulldog
Andrew Dakos		Over $100,000			Over $100,000
Phillip Goldstein		Over $100,000			Over $100,000
Rajeev Das		$10,001 - $50,000			$10,001 - $50,000

(1)	The dollar ranges are: None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, or Over $100,000.

(2)	The dollar range of equity securities beneficially owned in the Fund is based on the closing price for our common shares of $6.68 on the Record Date on the New York Stock Exchange. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.

Annual Expenses (as a percentage of net assets attributable to the Shares)	Current Expenses(1)	Pro Forma Expenses(1)
Management fees	0.00%(2)	1.00%
Interest Payments on Borrowed Funds	None	None
Other expenses(3)	1.14%(2)(4)	0.70%(4)
Acquired Fund fees and expenses(5)	3.82%	3.82%
Total Annual Expenses	4.96%	5.52%

	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$50		$149		$248		$497

	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$55		$164		$272		$538

Name*		Principal Occupation
Phillip Goldstein		Co-Founder and Principal
Andrew Dakos		Principal
Rajeev Das		Head of Trading

Name of the Fund	Size of Fund (Total Assets Under Management) as of July 31, 2024	Bulldog’s Management Fee Rate (1)
Special Opportunities Fund, Inc. (“SPE”)	$227,530,496	1.00%

Current Investment Objective		Proposed Investment Objective
The Fund’s current investment objective is to seek to provide high current income as a primary objective and capital appreciation as a secondary objective. There can be no assurance that the Fund’s objective will be achieved.		The Fund’s investment objective is to seek to provide shareholders with high current income.  In accordance with this investment objective, the Fund will seek to generate sufficient cash from interest, dividends and other distributions, and liquidity events such as self-tender offers, mergers or liquidations from portfolio securities to enable the Fund to make high monthly distributions to shareholders. The investment objective is not fundamental and may be changed by the Board with 60 days’ notice to shareholders. There can be no assurance that the Fund’s objective will be achieved.

Current Investment Strategies		Proposed Investment Strategies
The Investment Committee currently manages the Fund’s assets with a focus on discounted securities of income-oriented closed-end investment companies and business development companies. The Fund’s objective is pursued by primarily investing, under normal circumstances, at least 80% of its net assets in fixed income securities, including debt instruments, convertible securities and preferred stocks. The Fund also invests in high-yielding non-convertible securities with the potential for capital appreciation. The primary focus of the investment strategy is to acquire discounted securities of income-oriented closed-end investment companies and business development companies. In addition, units or common shares issued by special purpose acquisition companies (SPACs) may comprise up to 20% of the Fund’s portfolio. The Fund may hold fixed income securities with any maturity or duration.		Under normal circumstances, the Fund will invest 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). The Fund’s investments may be indirect through investments in entities such as REITs, closed-end funds, exchange-traded funds (ETFs) and business development companies (BDCs). To a lesser extent, the Fund may invest in various types of derivatives, including futures, options, credit default swaps, total return swaps and repurchase agreements.

The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. During such times, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities. In these and in other cases, the Fund may not achieve its investment objective. The Investment Committee may invest the Fund’s cash balances in any investments it deems appropriate, subject to the restrictions set forth in below under “Fundamental Investment Restrictions” and as permitted under the 1940 Act, including investments in repurchase agreements, money market funds, additional repurchase agreements, U.S. Treasury and U.S. agency securities, municipal bonds and bank accounts. Any income earned from such investments will ordinarily be reinvested by the Fund in accordance with its investment program. Many of the considerations entering into the Investment Committee’s recommendations and decisions are subjective.

In making investment determinations for the Fund, the Adviser seeks investments that are expected to generate sufficient income (through dividends, distributions, or realized capital gains) to meet the Fund’s managed distribution policy. The Adviser seeks investments for the Fund that, at the time of purchase, pay regular dividends or distributions or, in the Adviser’s assessment, are likely to pay dividends or distributions in the foreseeable future or otherwise have a foreseeable liquidity event. The Fund may hold fixed or variable rate income securities with any maturity or duration. The Fund may liquidate positions in order to change its asset allocation or to generate cash to invest in more attractive opportunities, which may result in a portion of any net capital gains being realized as short-term capital gains. In addition, a negative change in the fundamental or qualitative characteristics of a portfolio asset or its issuer may cause the Adviser to sell it. This may result in a high rate of portfolio turnover. When advisable, the Adviser may seek to influence the management of a company the Fund is invested in (a “Portfolio Company”) to take actions to increase the market  value of such Portfolio Company’s securities, e.g., by repurchasing such securities, paying a special dividend, or by considering restructuring actions, such as selling or liquidating the Portfolio Company.  The Fund may invest in other securities of various types to the extent consistent with its investment objective. Normally, the Fund intends to invest substantially all of its assets to meet its investment objective. However, the Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. During such times, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities. In these and in other cases, the Fund may not achieve its investment objective.  The Adviser may invest the Fund’s cash balances in any investments it deems appropriate, subject to the “Fundamental Investment Restrictions” set forth in the Fund’s Statement of Additional Information and as permitted under the 1940 Act, including investments in repurchase agreements, money market funds, additional repurchase agreements, U.S. Treasury and U.S. agency securities, municipal bonds and bank accounts. Any income earned from such investments will ordinarily be reinvested by the Fund in accordance with its investment program.

From time to time, the Fund may employ leverage through debt or issuance of senior securities when the Adviser and the Board deems it prudent and beneficial to do so.

		Current Risk Disclosure		Risk Disclosure Upon Implementation of Proposed Investment Strategies
Leverage Risk		Transactions by underlying funds may give rise to a form of economic leverage. These transactions may include, among others, derivatives, and may expose the underlying fund to greater risk and increase its costs. The use of leverage by underlying funds may cause such funds to liquidate their portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet any required asset segregation requirements. Increases and decreases in the value of an underlying fund’s portfolio will be magnified when it uses leverage. Leverage, including borrowing, may cause an underlying fund to be more volatile than if such fund had not been leveraged.		The Fund may borrow money, or issue debt or preferred stock. Since the holders of the Fund’s common shares pay all expenses related to the issuance of debt or use of leverage, the use of leverage through borrowing of money, issuance of debt securities or the issuance of preferred stock for investment purposes creates risks for the holders of the Fund’s common shares. Leverage is a speculative technique that exposes the Fund to greater risk and increased costs than if it were not implemented. Increases and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses leverage. As a result, leverage may cause greater changes in the Fund’s NAV. The Fund will also have to pay interest on its borrowings or dividends on preferred stock, if any, which may reduce the Fund’s return for common shareholders. The leverage costs may be greater than the Fund’s return on the underlying investment. The Fund’s leveraging strategy may not be successful. Leverage risk would also apply to the Fund’s investments in underlying funds and SPACs to the extent an underlying fund or SPAC uses leverage.

Business Development Company (BDC) Risk		None		BDCs are closed-end investment companies that have elected to register as BDCs. Shareholders bear both their proportionate share of the Fund’s expenses and similar expenses of the BDC when the Fund invests in shares of a BDC. BDCs primarily invest in privately-held and small and mid-size capitalization public companies, and are generally considered to be non-rated or below investment grade. The fair values of these investments often are not readily determinable. This could cause the Fund’s investments in a BDC to be inaccurately valued, including overvalued. BDC revenues, income (or losses) and valuations can, and often do, fluctuate suddenly and dramatically, and they face considerable risk of loss. In addition, BDCs often borrow funds to make investments and, as a result, are exposed to the risks of leverage. Leverage magnifies the potential loss on amounts invested and therefore increases the risks associated with an investment in a BDC’s securities.
Real Estate Investment Trust (REIT) Risk		None		Investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume, and may be more volatile than other securities. REITs may be affected by changes in the value of their underlying properties or mortgages or by defaults by their borrowers or tenants. Furthermore, these entities depend upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. In addition, the performance of a U.S. REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.
Derivatives Risk		None		Derivatives can be volatile and involve risks in addition to the risks of the underlying referenced securities or asset. Gains or losses from a derivative investment can be substantially greater than the derivative’s original cost and can therefore involve leverage. Leverage may cause the Fund to be more volatile than if it had not used leverage because leverage can exaggerate the effect of any increase or decrease in the value of securities and other instruments held by the Fund. Derivatives entail the risk that the counterparty to the derivative transaction will default on its payment obligations. Derivatives used for hedging purposes may reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by portfolio management or if the cost of the derivative outweighs the benefit of the hedge.

1.

Borrow money or issue senior securities (as defined in the 1940 Act), except that the Fund may borrow amounts not exceeding 15% of the value (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) at the time the borrowing is made for temporary purposes (including repurchasing its shares while effecting an orderly liquidation of portfolio securities) or for emergency purposes.

2.

Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under the federal securities laws.

3.

Purchase securities restricted as to resale if, as a result, such investments would exceed 10% of the value of the Fund’s net assets.

4.

Purchase or sell real estate, although it may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate and securities which represent interests in real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein.

5.

Purchase or sell commodities or commodity contracts, except that it may purchase or sell financial futures contracts and related options.

6.

Make loans, except by purchase of debt obligations in which the Fund may invest consistent with its investment policies, by entering into repurchase agreements or by lending its portfolio securities.

7.

With respect to 75% of its total assets, invest in the securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of such issuer; provided that this limitation does not apply to obligations issued or guaranteed as to interest or principal by the U.S. government or its agencies or instrumentalities.

8.

With respect to 75% of its total assets, acquire more than 10% of the outstanding voting securities of any issuer.

9.

Purchase securities (other than securities of the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, more than 25% of the Fund’s total assets would be invested in any one industry.

1.

Issue senior securities, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

2.

Borrow money, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

3.

Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under the federal securities laws.

4.

Purchase or sell real estate, provided that the Fund may purchase and sell securities or other instruments that are secured by, or linked to, real estate or interests therein or, securities of real estate investment trusts (“REITs”), mortgage related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments issued by such companies.

5.

Purchase or sell commodities or commodity contracts, except that it may purchase or sell financial futures contracts and related options.

6.

Make loans, except by purchase of debt obligations in which the Fund may invest consistent with its investment policies, by entering into repurchase agreements or by lending its portfolio securities.

7.

Purchase securities (other than securities of the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, more than 25% of the Fund's total assets would be invested in any one industry.

Existing Policy		Proposed Policies
The Fund may not borrow money or issue senior securities (as defined in the 1940 Act), except that the Fund may borrow amounts not exceeding 15% of the value (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) at the time the borrowing is made for temporary purposes (including repurchasing its shares while effecting an orderly liquidation of portfolio securities) or for emergency purposes.		The Fund may not issue senior securities, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time. The Fund may not borrow money, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Existing Policy		Proposed Policy
The Fund may not purchase or sell real estate, although it may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate and securities which represent interests in real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein.		The Fund may not purchase or sell real estate, provided that the Fund may purchase and sell securities or other instruments that are secured by, or linked to, real estate or interests therein, or securities of real estate investment trusts (“REITs”), mortgage related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments.

DATE		MARKET PRICE		NAV		DISCOUNT		%
1/5/2024		$6.42		$7.47		-$1.05		-14.05%
1/12/2024		$6.46		$7.50		-$1.04		-13.90%
1/19/2024		$6.37		$7.40		-$1.03		-13.87%
1/26/2024		$6.35		$7.45		-$1.10		-14.79]%
2/2/2024		$6.47		$7.47		-$1.00		-13.39%
2/9/2024		$6.56		$7.48		-$0.92		-12.25%
2/16/2024		$6.53		$7.44		-$0.91		-12.20%
2/23/2024		$6.51		$7.48		-$0.97		-12.93%
3/1/2024		$6.77		$7.47		-$0.70		-9.36%
3/8/2024		$6.73		$7.50		-$0.77		-10.31%
3/15/2024		$6.72		$7.49		-$0.77		-10.24%
3/22/2024		$6.69		$7.47		-$0.78		-10.43%
3/29/2024		$6.77		$7.52		-$0.75		-10.00%
4/5/2024		$6.49		$7.55		-$1.06		-14.02%
4/12/2024		$6.44		$7.48		-$1.04		-13.87%
4/19/2024		$6.20		$7.41		-$1.21		-16.32%
4/26/2024		$6.42		$7.45		-$1.03		-13.83%
5/3/2024		$6.41		$7.48		-$1.07		-14.32%
5/10/2024		$6.62		$7.57		-$0.95		-12.51%
5/17/2024		$6.69		$7.64		-$0.95		-12.41%
5/24/2024		$6.71		$7.54		-$0.83		-10.98%
5/31/2024		$6.82		$7.55		-$0.73		-9.69%
6/7/2024		$6.84		$7.57		-$0.73		-9.68%
6/14/2024		$6.86		$7.59		-$0.73		-9.58%
6/21/2024		$6.67		$7.57		-$0.90		-11.92%
6/28/2024		$6.99		$7.62		-$0.63		-8.26%
7/5/2024		$6.82		$7.64		-$0.82		-10.76%
7/12/2024		$6.61		$7.70		-$1.09		-14.15%
7/19/2024		$6.52		$7.61		-$1.09		-14.30%
7/26/2024		$6.52		$7.64		-$1.12		-14.71%
8/2/2024		$6.50		$7.62		-$1.12		-14.65%
8/9/2024		$6.47		$7.63		-$1.16		-15.18%
8/16/2024		$6.67		$7.21		-$0.54		-7.47&
8/23/2024		$6.68		$7.18		-$0.50		-6.95%
8/30/2024		$6.67		$7.19		-$0.52		-7.29%

It is important that you execute and return your proxy promptly.

---