SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
PUTNAM HIGH INCOME SECURITIES
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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applies:
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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):
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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 registration statement number, or the Form or Schedule
and the date of its filing [].
(1) Amount Previously Paid:
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(4) Date Filed:
PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF TRUSTEES OF PUTNAM HIGH INCOME SECURITIES FUND FOR THE
2017 ANNUAL MEETING OF SHAREHOLDERS
Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy statement
and the enclosed GREEN proxy card to shareholders of Putnam High Income
Securities Fund (the "Fund") of record as of February 10, 2017. We are
soliciting a proxy to vote your shares at the 2017 Annual Meeting of
Shareholders (the "Meeting"), which is scheduled for April 28, 2017.
Please refer to the Fund's proxy soliciting material for additional
information concerning the Meeting and the matters to be considered by
shareholders. This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders on or about April --, 2017.
INTRODUCTION
The Board of Trustees has determined to present two matters to be voted
upon at the Meeting: a proposal to fix the number of trustees at fifteen,
and the election of fifteen trustees. A shareholder affiliated with us
intends to present a non-binding proposal requesting that the Board of
Trustees authorize a self-tender offer for all outstanding common shares
of the Fund at or close to net asset value (NAV), and a proposal to fix
the number of trustees at seven. We are soliciting a proxy to vote your
shares AGAINST the proposal to fix the number of trustees at fifteen,
FOR the election of the seven nominees named below, and FOR the two
shareholder proposals.
REASONS FOR THE SOLICITATION
We believe a seven-trustee board is sufficient to oversee the Fund. We
also believe a self-tender offer at or close to NAV should be conducted
in order to afford shareholders an opportunity to realize a price equal
or close to NAV and that our nominees, if elected, will implement such
a proposal, if it is adopted by shareholders.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you
direct otherwise, your shares will be voted AGAINST the proposal to fix
the number of trustees at fifteen, FOR the election of the seven
nominees named below as trustees, and FOR the two shareholder proposals.
In addition, you will be granting the proxy holders discretionary
authority to vote on any other matters that may come before the Meeting.
VOTING REQUIREMENTS
A quorum for the transaction of business will exist if holders of thirty
percent of the shares entitled to vote are represented at the Meeting.
As of February 10, 2017, there were 12,977,000.942 shares outstanding.
Each share is entitled to one vote. The election of a trustee requires
the affirmative vote of a plurality of the votes cast, i.e., the
nominees receiving the most votes will be elected. A majority of the
votes cast is required to approve all other proposals. Since there are
competing proposals to fix the number of trustees, we presume that the
number of trustees (either seven or fifteen) will be determined by which
of the competing proposal receives the most votes. An abstention or a
broker non-vote will have no effect on the election of trustees or
whether a proposal is approved.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a
written revocation to us; (ii) executing and delivering a later dated
proxy to the inspector of election; or (iii) voting in person at the
Meeting. Attendance at the Meeting will not by itself revoke a proxy.
There is no limit on the number of times you may revoke your proxy
and only your most recent proxy will be counted.
PROPOSAL 1a. FIXING THE NUMBER OF TRUSTEES AT FIFTEEN
The Board intends to propose that shareholders fix the number
of trustees at 15. However, it does not provide a reason for its
recommendation and we believe it is unnecessary to have such a large
number of trustees. Therefore, unless instructions to the contrary
are given, your proxy will be voted against this proposal.
PROPOSAL 1b: ELECTION OF TRUSTEES
Our affiliate intends to nominate the following seven persons
for election as trustees, none of whom personally owns any shares of
the Fund except for 10,772 shares beneficially owned jointly by
Mr. Goldstein and his wife. Including such shares, Messrs. Goldstein
and Dakos may be deemed collectively to beneficially own 1,497,930
shares of the Fund as a result of their roles with Bulldog Investors,
whose clients are the ultimate beneficial owners of such shares. In
particular, Messrs. Goldstein and Dakos are members of Bulldog
Investors, which is the general partner of, or the investment advisor
for, certain investment funds, and are limited partners in one or
more of such funds. Messrs. Goldstein and Dakos disclaim beneficial
interest in all such shares except to the extent of any pecuniary
interest in such funds.
There are no arrangements or understandings between any of our
nominees and Bulldog Investors or any of its affiliates in connection
with the nomination. Please refer to the Fund's proxy soliciting
material for additional information concerning the election of
trustees and any other matters related to the Meeting.
Phillip Goldstein (born 1945) - Member of Bulldog Investors, LLC,
an SEC-registered investment adviser that serves as the investment
adviser to, among other clients, the Bulldog Investors group of
private investment funds and Special Opportunities Fund, Inc.,
a registered closed-end investment company; Principal of the
general partner of several private investment partnerships in the
Bulldog Investors group of private funds. Chairman of the Mexico
Equity and Income Fund, Inc.; Secretary and Chairman of Special
Opportunities Fund, Inc.; Director of MVC Capital, Inc.; Chairman
of Emergent Capital, Inc.; Director of Crossroads Capital, Inc.
(f/k/a BDCA Venture, Inc.); Chairman of Brantley Capital
Corporation (until 2013); Director of ASA Ltd. (until 2013);
Director of Korea Equity and Income Fund, Inc. (until 2012).
Andrew Dakos (born 1966) - Member of Bulldog Investors, LLC, an
SEC_registered investment adviser that serves as the investment
adviser to, among other clients, the Bulldog Investors group of
private investment funds and Special Opportunities Fund, Inc.,
a registered closed-end investment company; Principal of the
general partner of several private investment partnerships in
the Bulldog Investors group of private funds; Director of
Emergent Capital, Inc.; President and Director of Special
Opportunities Fund; Chairman of Crossroads Capital, Inc.
(f/k/a BDCA Venture, Inc.); Director of Brantley Capital
Corporation (until 2013); Director of the Mexico Equity & Income
Fund (until 2015).
Rajeev Das (born 1968) - Principal of the general partner of the
private investment partnerships in the Bulldog Investors group of
investment funds; Head Trader of Bulldog Investors, LLC., an
SEC-registered investment adviser that serves as the investment
adviser to, among other clients, the Bulldog investors group of
private investment funds and Special Opportunities Fund, Inc.,
a registered closed-end investment company; Director and
Chairman of the Audit Committee of the Mexico Equity & Income
Fund; Treasurer of Special Opportunities Fund, Inc. (until 2014).
James Chadwick (born 1973) - Portfolio manager and Director of
Alternative Investments at Ancora Advisors LLC since 2014. Prior
to joining Ancora (2009-2013), was a Managing Director of the
private equity firm Harlingwood Equity Partners LP.; Director
of Emergent Capital, Inc., Stewart Information Services Corp
and Riverview Bancorp, Inc.
Richard Dayan (born 1943) - President and owner of Cactus
Trading, an importer and exporter of clothing and accessories.
Mr. Dayan formerly served for fifteen years as controller for
Biltmore Textiles, a major textile company. Prior to that, he
was an auditor for a public accounting firm; Director of
Emergent Capital, Inc. (until 2016).
Gerald Hellerman (born 1937) - Managing Director of Hellerman
Associates (a financial and corporate consulting firm) from
1993 to December 31, 2013). Chief Compliance Officer and
director of Mexico Equity and Income Fund, Inc. and Special
Opportunities Fund, Inc.; Director and Chair of the Audit
Committee, MVC Capital, Inc.; Director, Ironsides Partners
Opportunity Offshore Fund Ltd. (until 2017); Director and
Chair of the Audit Committee of Emergent Capital, Inc.;
Director and Chair of the Audit Committee, Crossroads
Capital, Inc. (f/k/a BDCA Venture, Inc.); Director, Brantley
Capital Corporation (until 2013).
Ben H. Harris (born 1968) - Ben Harris currently serves as CEO
of Crossroads Capital, Inc. (Nasdaq: XRDC), previously serving
as an investment professional for MVC Capital, Inc. (NYSE: MVC)
and Administrator of Brantley Capital Corp. (Nasdaq: BBDC).
Mr. Harris holds a J.D. and is a member of the Nebraska bar,
serves as Chair or member of several Audit Committees alongside
serving on numerous boards, including Nebraska Bank of Commerce,
NBC Trust Company, Mountain View Bank of Commerce, and Special
Opportunities Fund (NYSE: SPE).
Unless instructions to the contrary are given, your proxy will be
voted in favor of the aforementioned nominees for election as
trustees and will withhold on the election of any other nominees.
PROPOSAL 2. THE SHAREHOLDERS OF PUTNAM HIGH INCOME SECURITIES FUND
(THE "FUND") REQUEST THAT THE BOARD OF TRUSTEES AUTHORIZE A
SELF-TENDER OFFER FOR ALL OUTSTANDING COMMON SHARES OF THE FUND
AT OR CLOSE TO NET ASSET VALUE (NAV). IF MORE THAN 50% OF THE
FUND'S OUTSTANDING COMMON SHARES ARE SUBMITTED FOR TENDER, THE
BOARD IS REQUESTED TO CANCEL THE TENDER OFFER AND TAKE THOSE STEPS
THAT THE BOARD IS REQUIRED TO TAKE TO CAUSE THE FUND TO BE
LIQUIDATED OR CONVERTED TO (OR MERGED WITH) AN EXCHANGE TRADED
FUND (ETF) OR AN OPEN-END MUTUAL FUND.
A self-tender offer at or close to NAV will afford
shareholders an opportunity to realize a price equal or
close to NAV rather than selling at a discount to NAV.
And, if a majority of the Fund's outstanding shares are
tendered, that would demonstrate that there is insufficient
shareholder support for continuing the Fund in its closed-end
format. In that case, we think the tender offer should be
cancelled and the Fund should be liquidated or converted into
(or merged with) an ETF or an open-end mutual fund.
PROPOSAL 3: THE NUMBER OF TRUSTEES SHALL BE FIXED AT SEVEN.
We believe a seven-trustee board is sufficient to oversee
the Fund.
Unless instructions to the contrary are given, your proxy will
be voted in favor of this proposal.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means,
e.g., telephone or the internet. Our proxy materials are available
at: www.bulldoginvestorsproxymaterials.com. Persons affiliated with
or employed by us may assist us in the solicitation of proxies.
Banks, brokerage houses and other securities intermediaries will
be requested to forward this proxy statement and the enclosed GREEN
proxy card to the beneficial owners for whom they hold shares of
record. We will reimburse these organizations for their reasonable
out-of-pocket expenses.
Initially, we and our clients will bear all of the expenses related
to this proxy solicitation. Because we believe that all shareholders
will benefit from this solicitation, we intend to seek, subject to
any applicable regulatory requirements, reimbursement of our
expenses from the Fund. Shareholders will not be asked to vote
on the reimbursement of these expenses, which we estimate will
total $75,000.
PARTICIPANTS
As of April --, 2017, Bulldog Investors, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663, the soliciting stockholder, beneficially owns
1,487,158 shares of the Fund which were purchased between --------
and ---------. Mr. Goldstein and his wife jointly own 10,772 shares
in street name which were purchased from August 2015 to October 2015.
No "participant" has any arrangement or understanding with any person
with respect to any securities of the Fund or with respect to future
employment by the Fund or any of its affiliates or to any future
transactions to which the Fund or any of its affiliates will or may
be a party. A "participant," as defined by the SEC, includes Bulldog
Investors, Messrs. Goldstein, Dakos and Das, and each client advised
by Bulldog Investors. The SEC's definition of a "participant" may be
misleading because it suggests that a "participant" has a greater
role in a solicitation than may be the case.
April --, 2017
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF TRUSTEES OF PUTNAM HIGH INCOME SECURITIES
FUND (THE "FUND") FOR THE FUND'S 2017 ANNUAL MEETING OF SHAREHOLDERS
(THE "MEETING").
The undersigned hereby appoints Phillip Goldstein and Andrew Dakos and
each of them, as the undersigned's proxies, with full power of
substitution, to attend the Meeting and any adjourned or postponed
Meeting, and to vote on all matters that come before the Meeting the
number of shares that the undersigned would be entitled to vote if
present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x"in the appropriate [ ].)
1a. FIXING THE NUMBER OF TRUSTEES AT FIFTEEN.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1b. ELECTION OF TRUSTEES.
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR RAJEEV DAS [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR JAMES CHADWICK [ ] WITHHOLD AUTHORITY
[ ] FOR RICHARD DAYAN [ ] WITHHOLD AUTHORITY
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR BEN H. HARRIS [ ] WITHHOLD AUTHORITY
2. TO REQUEST THAT THE BOARD OF TRUSTEES AUTHORIZE A SELF-TENDER OFFER
FOR ALL OUTSTANDING COMMON SHARES OF THE FUND AT OR CLOSE TO NET ASSET
VALUE (NAV).
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 3: TO FIX THE NUMBER OF TRUSTEES AT SEVEN.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed.
If no direction is made, this proxy will be voted AGAINST Proposal 1a,
FOR the election of the above nominees as trustees (and TO WITHHOLD a
vote for any nominees presented by the Board of Trustees), and FOR
Proposals 2 and 3. The undersigned hereby acknowledges receipt of
the proxy statement dated April --, 2017 of Bulldog Investors and
revokes any proxy previously executed.
Signature(s) _______________________ Dated: ______________