SEC Form N-2 filed by High Income Securities Fund

As filed with the Securities and Exchange Commission on April 16, 2024

 

1933 Act File No. 333-[●] 

1940 Act File No. 811-05133

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM N-2

 

Check appropriate box or boxes

 

and

 

 

(Registrant Exact Name as Specified in Charter)

 

(Address of Principal Executive Offices)

 

(888) 898-4107

(Registrant’s Telephone Number, including Area Code)

 

 

 

It is proposed that this filing will become effective (check appropriate box):

 

 

If appropriate, check the following box:

 

 

Check each box that appropriately characterizes the Registrant:

 

Pursuant to Rule 473 under the Securities Act of 1933, as amended, the Registrant hereby amends the Registration Statement to delay its effective date until the Registrant shall file a further amendment that specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

		Estimated Subscription Price(1)				Estimated Sales Load				Estimated Proceeds to the Fund(2)
Per Share		$	[●]				None			$	5,000,000
Total		$	[●]				None			$	5.000.000

(1)

Because the Subscription Price will not be determined until after printing and distribution of this prospectus, the “Estimated Subscription Price” above is an estimate of the Subscription Price based on the Fund’s per-Share NAV and market price at the close of trading on [●], 2024. See “The Offering - Subscription Price” and “The Offering - Payment for Shares.”

(2)

Proceeds to the Fund are estimated to be approximately $[●] or approximately $[●] per Share, if fully subscribed (including full utilization of the Additional Subscription Privilege, as defined and discussed herein). Proceeds to the Fund are before deduction of fees and expenses incurred by the Fund in connection with the Offering, which are estimated to be approximately $[●] or approximately $[●] per Share, if fully subscribed. The calculation of the per Share amount does not take into account the Over-Subscription Shares (as defined below). Funds received prior to the Expiration Date of this Offering will be deposited in a segregated account pending allocation and distribution of Shares. Interest, if any, on subscription monies will be paid to the Fund regardless of whether Shares are issued by the Fund; interest will not be used as credit toward the purchase of Shares.

	Page
SUMMARY	[●]
SUMMARY OF FUND EXPENSES	[●]
THE FUND	[●]
THE OFFERING	[●]
FINANCIAL HIGHLIGHTS	[●]
USE OF PROCEEDS	[●]
INVESTMENT OBJECTIVE AND POLICIES	[●]
RISK FACTORS	[●]
LISTING OF SHARES	[●]
MANAGEMENT OF THE FUND	[●]
DETERMINATION OF NET ASSET VALUE	[●]
DISTRIBUTION POLICY	[●]
CERTAIN ADDITIONAL MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	[●]
DESCRIPTION OF CAPITAL STRUCTURE	[●]
LEGAL MATTERS	[●]
REPORTS TO STOCKHOLDERS	[●]
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	[●]
ADDITIONAL INFORMATION	[●]
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION	[●]

The Fund

The Fund was formed on April 28, 1987 as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts.   A proxy contest at the Fund’s 2018 annual shareholder meeting resulted in the election of a new Board of Trustees (the “Board”) and the approval of a proposal requesting the Board to authorize a self-tender offer at or close to net asset value (“NAV”). These developments led the Fund’s former investment adviser to resign in July 2018. In preparation for the self-tender offer (1) substantially all the Fund’s portfolio securities were sold and the proceeds invested in cash equivalents and (2) the monthly dividends that were historically paid were discontinued after the August 2018 dividend. A self-tender offer for the Fund’s shares at a price of 99% of NAV was completed in March 2019.   Since April 2029, the Fund has been internally managed by an Investment Committee of the Board (the “Investment Committee”). The Fund is registered under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”), as a closed–end, diversified management investment company. The Fund’s shares of beneficial interest are listed and trade on the NYSE under the trading symbol “PCF.”   In September 2023, the Board established a Strategic Planning Committee, composed of Trustees who are not “interested persons” of the Fund within the meaning of the 1940 Act, to consider, among other things, what, if any, fundamental changes in the Fund’s structure and investment restrictions are warranted. The Strategic Planning Committee has recommended that the Board consider and approve an investment advisory agreement (the “Advisory Agreement”) between the Fund and Bulldog Investors, LLP (“Bulldog”) whereby Bulldog will provide investment management services to the Fund. In connection with the Board’s approval of the Advisory Agreement, the Board will also consider the approval of 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 Advisory Agreement and the Investment Changes will not take effect unless and until they are approved by the Fund’s shareholders.  After the Expiration Date, the Fund will schedule a special meeting of the Fund’s shareholders (the “Special Meeting”) to consider the approval of the Advisory Agreement and the Investment Changes.  A proxy statement will be filed with the SEC which further describes the Advisory Agreement and the Investment Changes (the “Special Meeting Proxy Statement”). In addition, the Board intends to authorize a self-tender offer by the Fund to commence after the Special Meeting which will be at a price of at least 98% of NAV for at least (a) 90% of the number of shares issued in the rights offering if all the proposals at the Special Meeting are approved by the Fund’s shareholders, or (b) 60% of the number of shares issued in the rights offering if all of the proposals at the Special meeting are not approved by the Fund’s shareholders.  The foregoing does not constitute a tender offer or an offer to purchase the shares of any shareholder. Any such offer will be made pursuant to separate tender offer materials complying with the requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13e-4 thereunder.

The Offering

The Fund is issuing non-transferable rights (“Rights”) to its Shareholders as of the close of business on [●], 2024 (each such Shareholder, a “Rights Holder”), which Rights will allow Rights Holders to subscribe for an aggregate of [●] Shares (the “Offering”). Rights are non-transferable. A Rights Holder will not be able to trade Rights on the secondary market. For each (1) Right a Rights Holder receives, such Rights Holder will be entitled to buy one (1) new Share at a subscription price that will be the greater of (1) [●]% of the volume weighted average market price (“VWAP”) per Share for the three consecutive trading days ending on the  Expiration Date and (2) [●]% of the NAV per Share on the Expiration Date. Each Shareholder will receive one Right for each Share owned on the Record Date (the “Basic Subscription”). Fractional Shares will not be issued upon the exercise of Rights. Accordingly, the number of Rights to be issued to a Shareholder as of the Record Date will be rounded up to the nearest whole number of Rights. Rights Holders may purchase Shares not acquired by other Rights Holders as discussed in this prospectus. See “The Offering - Additional Subscription Privilege” below. Additionally, if there are not enough unsubscribed Shares to honor all over-subscription requests, the Fund may, in its discretion, issue additional Shares up to 10% of the Shares available in the Offering to honor over-subscription requests.   Shares will be issued as soon as practicable after the Expiration Date and will be entitled to receive the Fund’s next monthly distribution for which the record date is after the Expiration Date.   The Fund previously conducted a rights offering that expired on October 22, 2021 (the “October 2021 Offering”) and included similar terms and conditions as this Offering. Pursuant to the October 2021 Offering, the Fund issued 8,042,590 shares in fulfillment of basic subscription requests at a subscription price of $8.36 per share, for a total offering of $67,236,052.   Prior to the October 2021 Offering, the Fund conducted a rights offering that expired on January 29, 2021 (the “January 2021 Offering”) and included similar terms and conditions as this Offering. Pursuant to the January 2021 Offering, the Fund issued 3,922,867 shares in fulfillment of basic subscription requests at a subscription price of $8.24 per share, for a total offering of $32,324,424.

Purpose of the Offering

At its meeting held on March 22, 2024, the Board determined that the current Offering, which will increase the assets of the Fund, is in the best interests of the Fund and its Shareholders. The primary reasons for the Offering are summarized below.   • The Basic Subscription will provide existing Shareholders an opportunity to purchase additional Shares at a price that is potentially below market price without incurring any commission or transaction charges.   • Raising more cash may better position the Fund to take advantage of investment opportunities that exist or may arise. If the Fund’s shareholders approve the Investment Changes, the Fund would have an expanded scope of investments in which to invest.   • Increasing Fund assets may lower the Fund’s expenses as a proportion of net assets as the Fund’s fixed costs would be spread over a larger asset base. There can be no assurance that by increasing the size of the Fund, the Fund’s expense ratio will be reduced.   • The Board believes that increasing the shareholder base of the Fund may increase the  proportion of Fund shareholders that actively participate in shareholder meetings.  The Fund’s shareholder base has become increasingly inactive with respect to participation in shareholder meetings, culminating in the failure to obtain a quorum to do business at the annual meeting of Fund shareholders in 2023.   The Offering is expected to be moderately dilutive with respect to the NAV per share. In addition, all the costs of the Offering will be indirectly borne by all Shareholders whether or not they exercise their Rights. The Offering will dilute the voting power of those Shareholders electing not to participate in the Offering because they will own a smaller percentage of the total number of shares outstanding after the completion of the Offering.   Because the Offering will increase the number of the Fund’s outstanding Shares, it may increase the level of market interest in and visibility of the Fund and improve the trading liquidity of the Shares on the NYSE. Shareholders who choose not to exercise all their Rights will permit Shareholders who exercise the Additional Subscription Privilege to purchase additional Shares at a discount to the market price without furnishing additional rights or providing any compensation to the non-participating Shareholders for the dilution of their ownership percentage or voting power.

Investment Objective and Policies

The Fund’s investment objective is to seek to provide high current income as a primary objective and capital appreciation as a secondary objective.   There is no assurance that the Fund will achieve its investment objective. Some of the Fund’s investment policies are considered fundamental policies and may not be changed without Shareholder approval. The Statement of Additional Information contains a list of the fundamental and non-fundamental investment policies of the Fund under the heading “Investment Restrictions.”   As noted above, the Board will consider the approval of the Investment Changes with respect to the Fund, which are subject to the approval of the Fund’s shareholders. The Investment Changes will be described in detail in the Special Meeting Proxy Statement.

Investment Strategies	The Fund pursues its objective primarily by 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 Fund’s current investment strategy is to acquire discounted shares of unaffiliated income-oriented closed-end investment companies and business development companies. In addition, units or common shares issued by SPACs may comprise up to 20% of the Fund’s portfolio.   During periods of adverse market or economic conditions, the Fund may temporarily invest all or a substantial portion of its net assets in cash or cash equivalents.   As noted above, the Board will consider the approval of the Investment Changes with respect to the Fund, which are subject to the approval of the Fund’s shareholders. The Investment Changes will be described in the Special Meeting Proxy Statement.
Investment Committee	The Fund is internally managed by the Investment Committee, which is responsible for implementing the Fund’s investment strategy. The Investment Committee is comprised of three Trustees, Phillip Goldstein, Andrew Dakos and Rajeev Das. The members of the Investment Committee are compensated by the Fund for their positions on the Investment Committee in the amount of $150,000 each for Messrs. Goldstein and Dakos and $75,000 for Mr. Das, in each case on an annual basis paid monthly in advance.     As noted above, the Strategic Planning Committtee has recommended that the Board consider and approve the Advisory Agreement with respect to the Fund, which will be subject to the approval of the Fund’s shareholders. Upon such approval by the Fund’s shareholders, the Investment Committee will be disbanded and Bulldog will commence providing investment management services for the Fund.  The terms of the Advisory Agreement and the Board’s considerations in approving it will be described in detail in the Special Meeting Proxy Statement.
Distribution Policy	The Fund currently intends to maintain its policy of making monthly distributions at an annual rate of at least 10% per annum (or 0.8333% per month) of the NAV as of the end of the previous calendar year. To the extent that the Fund’s investments do not generate sufficient investment income, the Fund may be required to liquidate a portion of its portfolio to fund these distributions and, therefore, these payments may represent a reduction of the Shareholder’s principal investment. Payments representing a reduction of the Shareholder’s principal investment is a “return of capital.” A return-of-capital distribution reduces the U.S. federal income tax basis of an investor’s Shares, which may make record-keeping by certain Shareholders more difficult. In addition, return-of-capital distributions reduce the level of assets available for investment which may negatively affect the Fund’s ability to meet its objective. As of the date of this prospectus, the Fund expects that a significant portion of its distributions for 2024 may be comprised of return-of-capital. See “Distribution Policy.”

Administrator and Accounting Agent,	U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect wholly-owned subsidiary of U.S. Bancorp, serves as administrator and accounting agent to the Fund. See “Management of the Fund.”
Custodian	U.S. Bank, N.A. (“U.S. Bank”), an affiliate of Fund Services, serves as the Fund’s custodian. See “Management of the Fund.”
Transfer Agent	Equiniti Trust Company, LLC serves as the Fund’s transfer agent and registrar. See “Management of the Fund.”
Closed-End Fund Structure	Closed-end funds differ from open-end management investment companies (commonly referred to as mutual funds) in that closed-end funds do not redeem their shares at the option of the shareholder and generally list their shares for trading on a securities exchange. By comparison, mutual funds issue securities that are redeemable daily at NAV at the option of the shareholder and typically engage in a continuous offering of their shares. Mutual funds are subject to continuous asset in-flows and out-flows that can complicate portfolio management, whereas closed-end funds generally can stay more fully invested in securities consistent with the closed-end fund’s investment objectives and policies. In addition, in comparison to open-end funds, closed-end funds have greater flexibility in the employment of financial leverage and in the ability to make certain types of investments, including investments in illiquid securities.   Shares of closed-end funds frequently trade at a discount from their NAV. In recognition of the possibility that the Shares might trade at a discount to NAV and that any such discount may not be in the interest of Shareholders, the Fund’s Board may, from time to time, review possible actions to reduce any such discount, including considering open market repurchases or tender offers for the Fund’s Shares. There can be no assurance that the Board will decide to undertake any of these actions or that, if undertaken, such actions would result in the Shares trading at a price equal to or close to NAV per Share.
Risks Factors	Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or all of your investment. See “Risk Factors” beginning on page [●] and the other information included in this prospectus for a discussion of risks that you should carefully consider about the Fund and about this Offering.
Important Dates	Record Date	[●], 2024
	Subscription Date	[●], 2024– [●], 2024*
	Expiration Date/Deadline to Purchase Shares	[●], 2024*
	* Unless the Offering is extended.

Shareholder Transaction Expenses
Sales load	None
Offering expenses(1)	0.09%
Dividend Reinvestment and Cash Purchase Plan Fees	None
Annual Expenses (as a percentage of net assets attributable to the Shares)
Management fees(2)	0.00%
Interest Payments on Borrowed Funds	None
Other expenses(2)(3)	0.95%
Acquired Fund fees and expenses(4)	3.82%
Total Annual Expenses	4.86%

	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$49		$144		$240		$483

(1)	Assuming the Fund will have 36,813,973 Shares outstanding if fully subscribed and Offering expenses to be paid by the Fund are estimated to be approximately $117,000 or approximately $0.003 per Share.

(2)

The Fund does not pay a management fee. The Fund’s assets are managed by the Investment Committee. The members of the Investment Committee are compensated by the Fund (on an annual basis paid monthly in advance) as follows: $150,000 each for Messrs. Goldstein and Dakos and $75,000 for Mr. Das. This compensation is included in “Other Expenses.”

(3)	“Other Expenses” are based upon gross estimated amounts for the prior fiscal year and include, among other expenses, administration and fund accounting fees.

(4)

The Fund invests in other closed-end investment companies and ETFs (collectively, the “Acquired Funds”). The Shareholders indirectly bear a pro rata portion of the fees and expenses of the Acquired Funds in which the Fund invests. Acquired Fund fees and expenses are based on estimated amounts for the current fiscal year.

(5)

The example assumes that the estimated “Other Expenses” set forth in the Annual Expenses table remain the same each year and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less than those assumed. The example further assumes that the Fund uses no leverage, as currently intended, and the Fund does not intend to utilize any leverage within one year from the effective date of this Registration Statement. Moreover, the Fund’s actual rate of return will vary and may be greater or less than the hypothetical 5% annual return.

(i)

If there are sufficient Excess Shares to satisfy all additional subscriptions by Rights Holders exercising their rights under the Additional Subscription Privilege, each such Rights Holder shall be allotted the number of Shares requested.

(ii)

If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Excess Shares, the Excess Shares will be allocated to Rights Holders who have exercised all of their Rights in accordance with their Additional Subscription Privilege request.

(iii)

If there are not enough Excess Shares to fully satisfy all Additional Subscription Privilege requests by Rights Holders pursuant to paragraph (ii) above, the Excess Shares will be allocated among Rights Holders who have exercised all of their Rights in proportion, not to the number of Shares requested pursuant to the Additional Subscription Privilege, but to the number of Rights exercised by them under their Basic Subscription Rights; provided, however, that no Rights Holder shall be allocated a greater number of Excess Shares than such Rights Holder paid for and in no event shall the number of Shares allocated in connection with the Additional Subscription Privilege exceed 10% of the Shares available in the Offering. The formula to be used in allocating the Excess Shares under this paragraph is as follows: (Rights Exercised by over-subscribing Rights Holder divided by Total Rights Exercised by all over-subscribing Rights Holders) multiplied by Excess Shares Remaining.

If by first class mail:   Broadridge, Inc. Attn:  BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718

If by overnight courier:   Broadridge, Inc. Attn:  BCIS IWS 51 Mercedes Way Edgewood, NY 11717

(1)	(2)	(3)	(4)
Title of Class	Amount Authorized	Amount Held By Registrant or for its Account	Amount Outstanding Exclusive of Amount Shown Under (3)
Common Shares of Beneficial Interest	Unlimited	[●]	[●]

Fiscal Quarter Ended		High Close			Low Close			High NAV			Low NAV			Premium/ (Discount) to High NAV				Premium/ (Discount) to Low NAV
11/30/21			10.05			8.36			9.37			8.78			6.40	%			-3.19	%
02/28/22			8.85			8.03			8.87			8.54			-0.23				-5.39
05/31/22			8.18			7.4			8.67			7.97			-7.61				-4.52
08/31/22			7.88			7.12			8.20			7.60			-5.85				-4.08
11/30/22			7.33			6.29			7.89			7.11			-7.35				-11.39
02/28/23			7.11			6.38			7.70			7.19			-8.57				-11.27
05/31/23			6.72			6.09			7.57			7.20			-11.49				-14.03
08/31/23			6.76			6.18			7.56			7.32			-13.76				-15.57
11/30/23			6.74			5.72			7.45			6.91			-10.34				-17.22
02/29/24			6.96			6.33			7.51			7.37			-12.12				-11.53

(1)

merger or consolidation of the Fund,

(2)

sale of all or substantially all of the assets of the Fund, or

(3)

conversion of the Fund to an open-end investment company.

	Page
FORWARD-LOOKING STATEMENTS	[●]
GENERAL INFORMATION AND HISTORY	[●]
INVESTMENT RESTRICTIONS	[●]
MANAGEMENT	[●]
CODE OF ETHICS	[●]
PROXY VOTING PROCEDURES	[●]
ADMINISTRATIVE SERVICES, CUSTODIAN, TRANSFER AGENT	[●]
PORTFOLIO MANAGERS	[●]
ALLOCATION OF BROKERAGE	[●]
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	[●]
FINANCIAL STATEMENTS	[●]
OTHER INFORMATION	[●]
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	[●]

1.

Information from the Consumer: this category includes information the Fund receives from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and

2.

Information about the Consumer’s transactions: this category includes information about your transactions with the Fund, its affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).

	Page
FORWARD-LOOKING STATEMENTS	[●]
GENERAL INFORMATION AND HISTORY	[●]
INVESTMENT RESTRICTIONS	[●]
MANAGEMENT	[●]
CODE OF ETHICS	[●]
PROXY VOTING PROCEDURES	[●]
ADMINISTRATIVE SERVICES, CUSTODIAN, TRANSFER AGENT	[●]
PORTFOLIO MANAGERS	[●]
ALLOCATION OF BROKERAGE	[●]
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	[●]
FINANCIAL STATEMENTS	[●]
OTHER INFORMATION	[●]
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	[●]

Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee*	Other Directorships held by Trustee
INTERESTED TRUSTEES
Andrew Dakos** (57)	President as of July 2018.	1 year; Since 2018	Partner of Bulldog Investors, LLP since 2009; Partner of Ryan Heritage, LLP since 2019; a Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of private funds.	1	Director, Special Opportunities Fund, Inc.; Chairman, Swiss Helvetia Fund, Inc.; Director, Brookfield DTLA Fund Office Trust Investor, Inc.; Trustee, Crossroads Liquidating Trust (until 2020)
Phillip Goldstein** (78)	Secretary as of July 2018.	1 year; Since 2018	Partner of Bulldog Investors, LLP since 2009; Partner of Ryan Heritage, LLP since 2019; a Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of private funds.	1	Chairman, The Mexico Equity & Income Fund, Inc.; Chairman, Special Opportunities Fund, Inc.; Director, Brookfield DTLA Fund Office Trust Investor Inc.; Director, Swiss Helvetia Fund, Inc.; Trustee, Crossroads Liquidating Trust (until 2020); Director, MVC Capital, Inc. (until 2020).

Rajeev Das (54)

-

1 year; Since 2018

Since 2004, Mr. Das has been a Principal of the entities previously serving as the general partner of the private investment partnerships in the Bulldog Investors group of investment funds; Head Trader of Bulldog Investors, LLP, the investment adviser to Special Opportunities Fund, Inc., since its inception in 2009, and Principal of Ryan Heritage, LLP, an affiliate of Bulldog Investors; Secretary of the Swiss Helvetia Fund; Vice President of Special Opportunities Fund, Inc.

1

Director, The Mexico Equity & Income Fund, Inc.

INDEPENDENT TRUSTEES
Gerald Hellerman (86)	-	1 year; Since 2018	Chief Compliance Officer of The Mexico Equity and Income Fund, Inc. and Special Opportunities Fund, Inc. (through March 2020)	1	Director, The Mexico Equity and Income Fund, Inc.; Director, Special Opportunities Fund, Inc.; Director, Swiss Helvetia Fund, Inc.; Trustee, Fiera Capital Series Trust; (until August 2023); Director, MVC Capital, Inc. (until 2020); Trustee, Crossroads Liquidating Trust (until 2020).

Moritz Sell (55)	-	1 year; Since 2018	Founder and Principal of Edison Holdings GmbH and Senior Advisor to Markston International LLC (through December 2020).	1	Director, Aberdeen Australia Equity Fund; Director, Swiss Helvetia Fund, Inc.; Director, Aberdeen Global Income Fund, Inc.; Director, Aberdeen Asia-Pacific Income Fund, Inc.; Chairman, Aberdeen Singapore Fund (until 2018); Director, Aberdeen Greater China Fund (until 2018).
Richard Dayan (80)	-	1 year; Since 2018	Owner of Cactus Trading.	1	Director, Swiss Helvetia Fund, Inc.; Director of Emergent Capital, Inc. (until 2017).
Ben H. Harris (54)	-	1 year; Since 2018	Chief Executive Officer of Hormel Harris Investments, LLC; Principal of NBC Bancshares, LLC; Chief Executive Officer of Crossroads Capital, Inc.; Administrator of Crossroads Liquidating Trust.	1	Director, Special Opportunities Fund, Inc.

OFFICERS
Andrew Dakos** (57)	President as of July 2018.	1 year; Since 2018	Partner in Bulldog Investors, LLP; Partner of Ryan Heritage, LLP since 2019; Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of funds.	n/a	n/a
Thomas Antonucci** (54)	Treasurer as of July 2018.	1 year; Since 2018	Director of Operations of Bulldog Investors, LLP and Ryan Heritage, LLP	n/a	n/a
Phillip Goldstein** (78)	Secretary as of July 2018.	1 year; Since 2018	Partner in Bulldog Investors, LLP; Partner of Ryan Heritage, LLP since 2019; Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of funds.	n/a	n/a
Stephanie Darling** (53)	Chief Compliance Officer as of July 2018.	1 year; Since 2018	General Counsel and Chief Compliance Officer of Bulldog Investors, LLP; Chief Compliance Officer of Ryan Heritage, LLP, Mexico Equity and Income Fund, Swiss Helvetia Fund and Special Opportunities Fund, Inc.; Principal, the Law Office of Stephanie Darling; Editor-In-Chief, The Investment Lawyer.	n/a	n/a

		Aggregate	Pension or Retirement Benefits Accrued as	Estimated	Total Compensation From Fund and Fund
	Trustee	Compensation From	Part of Fund	Annual Benefits Upon	Complex* Paid to
Name of Trustee	Since	Fund	Expenses	Retirement	Trustee
Independent Trustees
Gerald Hellerman	2018	$45,000	None	None	$45,000
Moritz Sell	2018	$41,500	None	None	$41,500
Richard Dayan	2018	$41,500	None	None	$41,500
Ben H. Harris Interested Trustees	2018	$40,000	None	None	$40,000
Andrew Dakos	2018	$220,000	None	None	$220,000
Phillip Goldstein	2018	$220,000	None	None	$220,000
Rajeev Das	2018	$115,000	None	None	$115,000

Name	Position	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities In All Funds overseen by Trustee in Family of Investment Companies*
Gerald Hellerman	Independent Trustee	Over $100,000	Over $100,000
Moritz Sell	Independent Trustee	Over $100,000	Over $100,000
Richard Dayan	Independent Trustee	None	None
Ben H. Harris	Independent Trustee	Over $100,000	Over $100,000
Andrew Dakos**	Interested Trustee and President	Over $100,000	Over $100,000
Phillip Goldstein**	Interested Trustee and Secretary	Over $100,000	Over $100,000
Rajeev Das**	Interested Trustee	None	None
Thomas Antonucci**	Treasurer	None	None
Stephanie Darling**	Chief Compliance Officer	None	None
* The Family of Investment Companies is comprised of only the Fund.
** Messrs. Dakos, Goldstein, Das, Antonucci and Ms. Darling each may be considered an “interested person” of the Fund within the meaning of the 1940 Act.

			ADVISORY FEE BASED ON PERFORMANCE
TYPE OF ACCOUNTS	NUMBER OF ACCOUNTS	TOTAL ASSETS ($ IN MILLIONS)	NUMBER OF ACCOUNTS	TOTAL ASSETS ($ IN MILLIONS)*
Registered Investment Companies	1	$[●]	0	$0
Other Pooled Investments	6	$[●]	[●]	$[●]
Other Accounts	361	$[●]	2	$3.18

	•	An individual who is a citizen or resident of the United States or someone treated as a U.S. citizen for U.S. federal income tax purposes;
	•	A corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
	•	An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	A trust if: (a) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (b) the trust was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations (as defined below) to be treated as a U.S. person.

	•	a dealer in securities or currencies;
	•	a financial institution;
	•	a regulated investment company;
	•	a real estate investment trust;
	•	an insurance company;
	•	a tax-exempt organization;
	•	a person holding shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;
	•	a trader in securities that has elected the mark-to-market method of accounting for its securities;
	•	a person liable for alternative minimum tax;
	•	a partnership or other pass-through entity for U.S. federal income tax purposes; or
	•	a U.S. Holder whose “functional currency” is not the U.S. dollar.