Bulldog Investors, LLP

Bulldog Investors was co-founded in 1992 by Phillip Goldstein, who remains a Principal of the firm. Andrew Dakos joined Bulldog Investors in 2001 and currently is a Principal of the firm. The Company serves as the investment adviser to Special Opportunities Fund, Inc. (“SPE”), High Income Securities Fund (“PCF”), and Total Return Securities Fund (“SWZ” and, together with SPE and PCF, the “Funds”), each a registered investment company; and separately-managed accounts (“SMAs”). Bulldog Investors’ principal owners are Messrs. Goldstein and Dakos. They are also the owners of Ryan Heritage, LLP (an SEC-registered investment adviser) and Bulldog Holdings, LLC, which is the sole owner of Kimball & Winthrop, LLC, a special purpose vehicle. Bulldog Investors advises the Funds, including placing discretionary trades pursuant to each Fund’s investment policies and restrictions. Bulldog Investors may tailor its advisory services to the specific needs and specifications of its SMA clients. SMA clients may impose reasonable restrictions on investing in certain securities or types of securities, including the designation of particular securities or types of securities that should not be purchased for the account. As of December 31, 2025, Bulldog Investors managed approximately $560 million on a discretionary basis. The Company does not manage client assets on a non-discretionary basis.

The SMAs generally pay Bulldog Investors a quarterly advisory fee equal to 0.25% of the average daily value of the account throughout the calendar quarter, although this fee is negotiable with respect to certain accounts. In certain limited instances, and only with respect to certain SMA clients that meet the definition of “qualified client” in Rule 205-3 under the Investment Advisers Act of 1940, such clients may instead pay a fee partially or solely based upon the account’s performance. SMA accounts are custodied at Charles Schwab & Co., Inc. (“Schwab”), and Fidelity Brokerage Services, LLC (“Fidelity”), each a registered broker-dealer. Bulldog Investors is authorized to deduct its fees on a quarterly basis from SMA accounts. In addition to Bulldog Investors’ fees, client accounts typically are assessed brokerage and transaction charges with respect to trades placed for the account. These charges are paid to the account custodian for effecting transactions, and may be higher or lower than transaction charges or commissions the client may pay at other broker-dealers. Please refer to the section below entitled, “Brokerage Practices” for additional information.

Bulldog Investors is a value-oriented activist investment advisor. It specializes in closed-end funds, special purpose acquisition companies (“SPACs”), undervalued operating companies, distressed securities and complex special situations. Its principals have extensive experience in investor activism with a goal of unlocking the intrinsic value of its investments. As discussed above, Bulldog Investors serves as the investment adviser of Special Opportunities Fund, High Income Securities Fund, and Total Return Securities Fund, each a registered investment company. SPE’s investment objective is to provide total return. PCF’s investment objective is to seek to provide shareholders with high current income. SWZ’s investment objective is to provide long-term total return. Investing in the Funds involves certain risks, which are detailed in each Fund’s registration statement and incorporated herein by reference. The investment strategies and risks applicable to SMA clients are unique to such accounts. Such clients should recognize that the actions taken with respect to their account may differ from the timing and nature of action taken with respect to other client accounts. As with any investment,

there is no guarantee that client accounts will achieve their investment objective. Investing in securities always involves risk of loss that clients should be prepared to bear. Performance could be hurt by a number of different market risks including the following: 

Stock market risk, which is the chance that stock prices overall will decline. Equity markets tend to move in cycles, with periods of rising prices and periods of falling prices.

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Risks related to investments in SPACs. A SPAC is a publicly-traded company that raises funds from public investors in an initial public offering (“IPO”) in order to pursue the acquisition of an unspecified company. Substantially all of the funds raised in the IPO are immediately placed in a trust account. Typically, if an acquisition is not consummated within a specific time frame, which is generally no more than two years from the date of the IPO, the funds held in the trust account are returned to the shareholders. If an acquisition is proposed before the deadline, investors have the choice of holding their shares or redeeming them for their pro rata share of the trust account. Risks of investing in SPACs include those risks normally associated with investing in IPOs, including lack of historical data regarding the security. Additional risks include: no assurance as to what, if any, future acquisition will be proposed; operational risk in redeeming including the potential for delay, operational disputes, or the failure to properly process a redemption request; and the potential for loss if securities are sold prior to deal completion/trust liquidation.

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Client accounts may employ leverage. This includes the use of borrowed funds and investments in options, such as puts, calls and warrants. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the operating results of the account.

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Bulldog Investors may sell securities short, which risks losing an amount greater than the proceeds received. Theoretically, securities sold short are subject to unlimited risk of loss because there is no limit on the price that a security may appreciate before the short position is closed. In addition, the supply of securities that can be borrowed fluctuates from time to time. Client accounts may be subject to losses if a security lender demands return of the lent securities and an alternative lending source cannot be found, or if the account is otherwise unable to borrow securities which are necessary to cover its positions.

Accounts held at Schwab and Fidelity have authorized Bulldog Investors to select brokers with respect to purchases and sales of securities, and as a result such accounts may participate in aggregated trading with the Funds, and other accounts held at other broker-dealers. Certain accounts have directed that all trades for such accounts be placed with the account custodian, and as a result such accounts do not participate in aggregated trading with the Funds or accounts maintained at other custodians. In addition to preventing such SMAs from participating in aggregated trading with the Funds and other SMAs, such directed brokerage determination by SMA clients could also result at times in

trades being placed on behalf of such SMAs prior or subsequent to similar trades being placed on behalf of the Funds and/or other SMAs. At times, trading errors may occur either in the investment decision-making process or the trading process. Bulldog Investors has adopted a Trade Error Policy as an attempt to mitigate the risks associated with trading errors. Bulldog Investors attempts to minimize trading errors by promptly reconciling confirmations with order tickets and intended orders. In the event that a trade error occurs, the Policy requires that Bulldog Investors take action as appropriate and that such error be: reported to the Chief Compliance Officer of Bulldog Investors; documented; and scrutinized carefully with a view toward implementing procedures to prevent or reduce future errors, if necessary.

Bulldog Investors provides investment advice to the Funds and SMAs. The minimum required investment with respect to SMAs generally is $100,000, but such minimum may be waived at the discretion of Bulldog Investors.

As discussed in the prior Section entitled “Fees and Compensation,” Bulldog Investors may receive a performance-based fee from certain of its SMA clients. Bulldog Investors does not receive a performance-based fee from the Funds.

Bulldog Investors recognizes that inherent conflicts of interest exist in connection with managing accounts that pay a performance-based fee or allocation alongside accounts that do not. These conflicts may include an incentive to favor such accounts over the Funds or those SMAs that do not pay a performance-based fee because Bulldog Investors can potentially receive greater fees from accounts paying a performance-based fee than from such other clients. As a result, Bulldog Investors may have an incentive to direct its best investment ideas to, or allocate or sequence trades in favor of, accounts paying a performance-based fee. In order to address these conflicts of interest, the Company has adopted a Trade Allocation Policy which recognizes the importance of trade allocation decisions and attempts to achieve an equitable balancing of competing client interests. The Policy establishes certain procedures to be followed in connection with placing and allocating trades for client accounts. Certain investments and investment opportunities that may be appropriate for one account could also be appropriate for one or more other accounts. When the Company believes it to be in the best interest of one or more accounts to aggregate an account’s order with the orders of other accounts, an aggregate or “block” trade will be placed. In making such determination, Bulldog Investors will consider the overall costs to the participating accounts, execution capability of the brokerdealer, restrictions, if any, placed on any account regarding block trades, and restrictions, if any, placed on the selection of brokers (i.e., directed brokerage). SMAs held at Schwab and Fidelity have authorized Bulldog Investors or Ryan Heritage to select brokers for the purchase and sale of securities, and thus such accounts may participate in aggregated trading with the Funds, and other accounts held at other broker-dealers. Certain accounts have directed that all trades for such accounts be placed with the account custodian. As a result, such accounts do not participate in aggregated trading with the Funds or accounts maintained at other custodians. In addition to preventing such SMAs from participating in aggregated trading with the Funds and other SMAs, such directed brokerage determination by SMA clients could also result at times in trades being placed on behalf of such SMAs prior or subsequent to similar trades being placed on behalf of the Funds and/or other SMAs. With respect to allocations of trades in which one or more accounts in which Access Persons have a beneficial interest that are managed by Bulldog Investors or Ryan Heritage (“Proprietary Accounts”) or SMAs paying a performance fee participate, the portfolio manager will allocate shares pari passu among such Proprietary Accounts and SMAs paying a performance fee. If, after considering the following factors, the portfolio manager determines to allocate shares in a manner other than pari passu, such determination and the explanation for such determination shall be documented in writing: client mandates regarding investments, the current portfolio of each Account, the Accounts’ investment strategies, the amount of cash available in each Account, tax considerations affecting each Account, the amount of leverage, if any, available to each Account, and certain fixed costs like minimum commission amounts and fees for away trades.

At times, Bulldog Investors may engage in “cross trades” between or among the accounts of its clients. In connection with any such transactions, Bulldog Investors maintains Cross Trading Policies and Procedures, which require client notification and consent, and provide that Bulldog Investors will not enter into any such transactions with respect to the Funds. With respect to issuers in which Bulldog Investors is deemed to be the beneficial owner of more than 10% of such issuer’s securities, trades by certain accounts within six months of any “opposite way” trade could result in liability pursuant to Section 16(b) of the Securities Exchange Act of 1934. As a result, Bulldog Investors may determine that trades in such issuers (1) shall not be placed for such accounts until the lapse of the six-month trade window of Section 16(b); and (2) may be placed for any accounts that would not be liable under Section 16(b) because Bulldog Investors does not have a pecuniary interest in them. In the event that Bulldog Investors engages in a proxy solicitation in connection with an issuer whose securities are held by its clients, expenses related to the proxy solicitation would generally be allocated among such clients based on position size. However, given the relatively small size of the positions held by the SMAs, the administrative costs related to allocating expenses to such accounts, and the lack of express authority to allocate expenses related to proxy solicitations to such accounts, such expenses are not allocated to the SMAs. As a result, such accounts receive the potential benefits of such solicitations without incurring any related expenses, which are borne by Bulldog Investors and other clients.

As stated above, Bulldog Investors serves as the investment adviser to the Funds and SMAs. Each of these relationships is material to Bulldog Investors’ advisory business. Bulldog Investors recognizes the inherent conflicts of interest in connection with managing accounts that pay a performance-based fee alongside accounts that do not, as discussed more fully in response to Item 6, “Performance-Based Fees and Side-by-Side Management.” Partners, employees, or officers of Bulldog Investors may serve as directors or officers or in a similar capacity with respect to companies the securities of which are purchased or held by clients of Bulldog Investors (“Portfolio Companies”). In most instances, the partner, employee or officer will be compensated by the Portfolio Companies for his service on their boards and does not remit such compensation. In the event that the partner, employee or officer (i) obtains material nonpublic information with respect to any Portfolio Company on whose board of directors he serves, (ii) is subject to trading restrictions pursuant to the internal trading policy of such a Portfolio Company, or (iii) could be subject to liability in connection with a client’s trading in such security pursuant to Section 16(b) of the Securities Exchange Act of 1934, Bulldog Investors may be prohibited for a period of time from engaging in transactions on behalf of its clients, in the securities of such Portfolio Company. In addition, in the event a partner in Bulldog Investors engages in a personal transaction in the security of a Portfolio Company on whose board he serves, such transaction could extend the period of time in which Bulldog Investors may be prohibited from engaging in transactions on behalf of its clients, in the securities of such Portfolio Company. Bulldog Investors and Ryan Heritage are controlled by Messrs. Goldstein and Dakos. Ryan Heritage serves as the investment sub-adviser to Horizon Kinetics SPAC Active ETF (“SPAQ”), a series of Listed Funds Trust structured as an exchange-traded fund; and separately-managed accounts. The affiliation between Bulldog Investors and Ryan Heritage poses certain conflicts of interest, including in connection with allocating trades among the Funds, SPAQ, and the SMAs.

Bulldog Investors’ Chief Compliance Officer conducts a quarterly review of trade allocations among Bulldog clients.

Bulldog Investors has adopted a Code of Ethics in order to establish standards and procedures to guard against impropriety and conflict, and to reflect Bulldog Investors’ fiduciary obligations in accordance with applicable securities laws. The Code of Ethics addresses certain issues facing Bulldog Investors, such as: fiduciary duties, personal securities transactions, corporate opportunities, outside business activities, gifts and entertainment, and conflicts of interest. On occasion, certain related persons of Bulldog Investors, including the partners in Bulldog Investors, may invest in securities that Bulldog Investors purchases or sells for one or more of its clients or in options on securities held by such clients. Certain conflicts of interest could arise with respect to such practice, including the possibility that related persons of Bulldog Investors might benefit from market activity by a client in a security held by such related person. In order to address such potential conflicts, Bulldog Investors requires that purchases or sales by “Access Person” (as defined in the Code) be made in compliance with Bulldog Investors’ Code of Ethics. The Code of Ethics prohibits certain acts to avoid potential conflicts of interest. In particular, the Code provides that, subject to certain exemptions, no Access Person may engage in personal securities transactions without obtaining preclearance of such transactions. In certain instances, principals of Bulldog Investors may participate in aggregate or “block” trades with clients of Bulldog Investors. Accounts in which Access Persons have a beneficial interest that are managed by Bulldog Investors or Ryan Heritage (“Proprietary Accounts”) are not subject to the preclearance requirement and are closely monitored by the Chief Compliance Officer. In certain rare instances, one or more principals of Bulldog Investors may enter into securities transactions with one or more SMAs. Bulldog Investors has adopted Cross Trading Policies and Procedures in connection with any such transactions. Principals of Bulldog Investors invest in the Funds and may maintain a Proprietary Account. Securities trades by the Funds and SMAs are made in compliance with Bulldog Investors’ Trade Allocation Procedures. Bulldog Investors allocates trades to client accounts in compliance with its Trade Allocation Policy, which is designed to ensure that each client is treated fairly and that trading does not result in any client being treated preferentially over time. A copy of the Company’s Code of Ethics, and its Trade Allocation Procedures, are available upon request.

With regard to investment advisory services provided to the Funds and certain SMAs, Bulldog Investors has discretion regarding which brokers to use and the rate of commissions to be paid. In selecting broker-dealers, Bulldog Investors generally seeks to obtain the most favorable price and

execution available. In making such selection, the Company considers all factors it deems relevant, including by way of illustration: • • • • •

Price, including dealer spread; Size, type and difficulty of the transaction; General execution of the broker-dealer; Operational facilities of the broker-dealer; and The broker-dealer’s risk in positioning the securities.

In addition, Bulldog Investors may select broker-dealers that provide services over and above simple trade execution. For example, with respect to certain complex or difficult trades, Bulldog Investors will utilize the services of a broker-dealer with the proven capability to effect such trades, and in such case, Bulldog Investors may pay higher commission rates than those of execution-only type broker-dealers. When, in the view of Bulldog Investors, execution is the only criterion relevant to a particular investment, competitive commission rates will be a priority. It is possible that Bulldog Investors will cause its clients to pay commission rates higher than they could have otherwise paid in order to gain access to research (both proprietary research and research created or developed by a third party) and proprietary trading capability that Bulldog Investors considers useful with respect to its management of its client accounts. When the Company uses client brokerage commissions to obtain research or other products or services, it receives a benefit because the Company does not have to produce or pay for the research, products or services. In certain situations, however, Bulldog Investors may cause its clients to pay commission rates higher than they could have otherwise paid in order to gain access to research that otherwise would not be available to Bulldog Investors or its clients, because such research is not otherwise available for purchase at a reasonable cost and could not reasonably be produced by Bulldog Investors. In addition, Bulldog Investors may have an incentive to select a broker-dealer based on its interest in receiving the research or other products or services, rather than on its clients’ interest in receiving most favorable execution. However, such higher commissions will always be paid in compliance with the “safe harbor” contained in Section 28(e) of the Securities Exchange Act of 1934. Such safe harbor requires Bulldog Investors to determine in good faith that the commission rate paid is reasonable in relation to the value of the research provided. This determination may be based either in terms of the particular transaction involved or the overall responsibilities of the Company to its client accounts. Research services provided to the Company by brokers who effect securities transactions for certain clients may be used by Bulldog Investors in servicing other clients over which Bulldog Investors has discretionary authority. Within the last fiscal year, Bulldog Investors received Bloomberg service and terminal fees, access to Neovest market data, research reports on companies and closed-end funds, and obtained intraday NAV research for closed-end funds from a brokerage firm using soft dollars. Such intra-day NAV research otherwise would not be available to Bulldog Investors, because such research is not available for purchase and cannot reasonably be produced by Bulldog Investors. Clients of Bulldog Investors do not individually generate so-called “soft dollar credits,” and as a result Bulldog Investors does not seek to allocate soft dollar benefits to specific clients.

Certain investments and investment opportunities may be appropriate for more than one client of Bulldog Investors or Ryan Heritage. When the Company believes it to be in the best interest of its clients to aggregate the order for such clients, an aggregate or “block” trade will be placed. In making such determination, Bulldog Investors will consider the overall costs to the participating clients, execution capability of the broker-dealer, restrictions, if any, placed on any client account regarding block trades, and restrictions, if any, placed on the selection of brokers (i.e., directed brokerage). Bulldog Investors may recommend that SMA clients establish brokerage accounts with Schwab, a registered broker-dealer, to maintain custody of clients’ assets and to effect trades for their accounts. The final decision to custody assets with Schwab is at the discretion of Bulldog Investors’ clients, including those accounts under the Employee Retirement Income Security Act of 1974 (“ERISA”) or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. Bulldog Investors is independently owned and operated and not affiliated with Schwab. Schwab provides Bulldog Investors with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisers’ clients’ assets are maintained in accounts at Schwab. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to certain investments that are otherwise generally available to only to institutional investors or would require a significantly higher minimum initial investment. For Bulldog Investors’ SMA accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to Bulldog Investors other products and services that benefit Bulldog Investors but may not benefit its client accounts. These benefits may include national, regional or adviser-specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of Bulldog Investors by Schwab Advisor Services personnel, including meals, and invitations to sporting events. Other of these products and services assist Bulldog Investors in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of Bulldog Investors’ fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Schwab also makes available to Bulldog Investors other services intended to help Bulldog Investors manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital

consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to Bulldog Investors by independent third parties. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to Bulldog Investors. While, as a fiduciary, Bulldog Investors endeavors to act in its clients’ best interests, Bulldog Investors’ recommendation that clients maintain their assets in accounts at Schwab may be based in part on the benefit to Bulldog Investors of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Certain SMAs have directed Bulldog Investors to place all transactions for such account through the account custodian, a broker-dealer not affiliated with Bulldog Investors. Such clients are responsible for negotiating the terms and arrangements for the SMA with such broker-dealers, as the case may be, and should be aware that Bulldog Investors’ ability to obtain the best price and execution with respect to such accounts may be hindered.

Bulldog Investors has entered into a client solicitation agreement with a third-party solicitor, pursuant to which the Company compensates such solicitor for client referrals. The Company pays a negotiated fee to the solicitor, equal to a percentage of Bulldog Investors’ fee with respect to clients referred by such solicitor. The solicitor therefore has a financial incentive to recommend the Company’s services.

Not applicable.

Phillip Goldstein and Andrew Dakos, partners in Bulldog Investors, and Rajeev Das, Bulldog Investors’ Head Trader, serve as co-portfolio managers of the Funds. In addition, Mr. Das serves as portfolio manager of the SMAs subject to the supervision of Messrs. Goldstein and Dakos. Messrs. Goldstein, Dakos and Das generally communicate with one another on a daily basis with respect to the Funds’ investments and routinely monitor each Fund’s portfolio in connection with its objectives, policies and restrictions. Mr. Das reviews the portfolio of the SMAs on a consolidated basis each day, including positions and cash levels. SMAs do not receive formal reports or statements from the Company. Each account custodian provides a statement each month to the SMAs it maintains, summarizing all holdings and transactions.

Bulldog Investors could be deemed to have custody of the SMAs, because Bulldog Investors has the ability to deduct its fees directly from such accounts. Each custodian provides monthly account statements to clients. Clients should carefully review such statements.

Bulldog Investors manages the Funds on a discretionary basis, subject to each Fund’s investment restrictions, and limitations imposed by the Investment Company Act of 1940. With respect to the SMAs, Bulldog Investors’ investment advisory agreement specifies that Bulldog Investors generally has discretionary authority to manage securities accounts on behalf of its clients subject to any restrictions imposed by the client. Such clients also appoint Bulldog Investors as its agent and attorney-in-fact as part of such agreement.

Bulldog Investors has authority to vote proxies with respect to securities held by the Funds. In addition, unless a client retains authority to vote proxies with respect to securities held in its account, Bulldog Investors has authority to vote the proxies of its SMA clients. Clients who have elected to retain proxy voting authority should receive proxies or solicitations directly from their custodian. Bulldog Investors has adopted Proxy Voting Policies and Procedures, which establish the manner in which proxies will be voted, and provide the manner by which Bulldog Investors will monitor and resolve any conflicts of interest. In evaluating proxy statements, Bulldog Investors relies upon its own fundamental research and information presented by company management and others. Bulldog Investors does not delegate its proxy voting responsibility to a third-party voting service, and generally votes proxies in favor of proposals that, in the opinion of the portfolio managers, seek to enhance shareholder value and shareholder democracy. Bulldog Investors will generally vote proxies against any director who has voted to take action to materially impair shareholder voting rights (e.g., has voted to “opt in” to any state’s control share statute). Portfolio managers with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy. Other than with respect to voting proxies on behalf of the Funds, Bulldog Investors generally votes all client proxies in the same manner and is not able to accommodate a client request to direct their vote in a particular solicitation. A copy of Bulldog Investors’ Proxy Voting Policies and Procedures is available upon client request. In addition, upon request by a client, Bulldog Investors will provide a record on how its proxies were voted.

The Company is not subject to any financial condition reasonably likely to impair its ability to meet contractual commitments to clients.