[DEF 14A] HIGH INCOME SECURITIES FUND Definitive Proxy Statement
High Income Securities Fund (PCF) will hold its annual shareholder meeting on December 15, 2025 at 11:30 a.m. ET at U.S. Bank Global Fund Services in Milwaukee. Shareholders will vote on electing six trustees to serve until the next annual meeting. The Board unanimously recommends voting FOR all nominees.
The record date is October 20, 2025, with 18,716,450 shares outstanding as of that date. A quorum requires the presence of holders of at least 30% of shares. Trustees are elected by a plurality of votes cast. If a signed proxy is returned without instructions, shares will be voted FOR Proposal 1 and on other business at the proxies’ discretion. Management and trustees, as a group, beneficially owned less than 1% as of the record date. Based on public filings, Thomas J. Herzfeld Advisors Inc. and LPL Financial LLC each held more than 5%.
- None.
- None.
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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(1)
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To elect six Trustees to serve until the Fund’s Annual Meeting of Shareholders in 2026 and until their successors have been duly elected and qualified (Proposal 1); and
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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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Chairman of the Board
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Your vote is important no matter how many shares you own
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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: (i) will be voted “FOR” the proposal to elect the persons named therein as Trustees (i.e., Proposal 1); and (ii) will be voted 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.
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Registration
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Valid signature
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Corporate accounts
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(1) ABC Corp.
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ABC Corp.
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John Doe, treasurer
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(2) ABC Corp.
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John Doe, treasurer
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(3) ABC Corp. c/o John Doe, treasurer
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John Doe
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(4) ABC Corp. profit sharing plan
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John Doe, trustee
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Partnership accounts
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(1) The XYZ partnership
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Jane B. Smith, partner
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(2) Smith and Jones, limited partnership
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Jane B. Smith, general partner
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Trust accounts
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(1) ABC trust account
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Jane B. Doe, trustee
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(2) Jane B. Doe, trustee u/t/d 12/18/78
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Jane B. Doe
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Custodial or estate accounts
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(1) John B. Smith, Cust. f/b/o
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John B. Smith, Jr. UGMA/UTMA
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John B. Smith
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(2) Estate of John B. Smith
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John B. Smith, Jr., executor
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TO ELECT SIX TRUSTEES TO SERVE UNTIL THE FUND’S ANNUAL MEETING OF SHAREHOLDERS IN 2025 AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED
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Name, Address and Birthyear*
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Position(s) with the Fund
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Term of Office And Length of Time Served
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Principal Occupation
During the Past Five Years |
Number of
Portfolios in
Fund Complex
Overseen by
Trustee**
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Other Directorships held by
Nominee During the Past Five Years |
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INTERESTED TRUSTEE NOMINEES
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Andrew Dakos (1966)
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President
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1 Year; Since 2018
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Partner of the Adviser 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.
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3
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Director, Special Opportunities Fund, Inc.; Chairman, Total Return Securities Fund; Director, Brookfield DTLA Fund Office Trust Investor, Inc.; Director, Tejon Ranch Co.; Director, BNY Mellon Municipal Income
Inc. (until 2025); Trustee, Crossroads Liquidating Trust (until 2020)
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Phillip Goldstein (1945)
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Chairman and Secretary
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1 Year; Since 2018
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Partner of the Adviser 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.
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3
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Chairman, The Mexico Equity & Income Fund, Inc.; Chairman, Special Opportunities Fund, Inc.; Director, Brookfield DTLA Fund Office Trust Investor Inc.; Director, Total Return Securities Fund; Director,
BNY Mellon Municipal Income Inc. (until 2025); Trustee, Crossroads Liquidating Trust (until 2020); Director, MVC Capital, Inc. (until 2020).
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INDEPENDENT TRUSTEE NOMINEES
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Gerald Hellerman (1937)
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--
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1 Year; Since 2018
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Chief Compliance Officer of The Mexico Equity and Income Fund, Inc. and Special Opportunities Fund, Inc. (through March 2020)
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3
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Director, The Mexico Equity and Income Fund, Inc.; Director, Special Opportunities Fund, Inc.; Director, Total Return Securities Fund; Trustee, Fiera Capital Series
Trust; (until August 2023); Director, MVC Capital, Inc. (until 2020); Trustee, Crossroads Liquidating Trust (until 2020).
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Moritz Sell (1967)
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--
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1 Year; Since 2018
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Founder and Principal of Edison Holdings GmbH and Senior Advisor to Markston International LLC (through December 2020).
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2
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Director, Aberdeen Australia Equity Fund; Director, Total Return Securities Fund; Director, Aberdeen Global Income Fund, Inc.; Director, Aberdeen Asia-Pacific Income Fund, Inc.; Director, BNY Mellon Municipal
Income Inc.; Chairman, Aberdeen Singapore Fund (until 2018); Director, Aberdeen Greater China Fund (until 2018).
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Richard Dayan (1943)
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--
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1 Year; Since 2018
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Owner of Cactus Trading.
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2
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Director, Total Return Securities Fund; Director of Emergent Capital, Inc. (until 2017).
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Ben H. Harris (1968)
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--
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1 Year; Since 2018
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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.
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2
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Director, Special Opportunities Fund, Inc.
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OFFICERS
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Andrew Dakos*** (1966)
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President
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1 Year; Since 2018
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Partner of the Adviser; 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.
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n/a
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n/a
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Thomas Antonucci*** (1968)
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Treasurer
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1 Year; Since 2018
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Director of Operations of the Adviser and Ryan Heritage, LLP
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n/a
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n/a
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Phillip Goldstein*** (1945)
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Chairman and Secretary
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1 Year; Since 2018
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Partner of the Adviser; 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.
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n/a
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n/a
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Stephanie Darling** (1970)
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Chief Compliance Officer
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1 Year; Since 2018
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General Counsel and Chief Compliance Officer of the Adviser; Chief Compliance Officer of Ryan Heritage, LLP, Mexico Equity and Income Fund, Total Return Securities Fund and Special Opportunities Fund, Inc.;
Principal, the Law Office of Stephanie Darling; Editor-In-Chief, The Investment Lawyer.
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n/a
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n/a
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*
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The address for all Trustees and officers is c/o High Income Securities Fund, 615 East Michigan Street, Milwaukee, WI 53202.
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**
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The Fund Complex is comprised of the Fund (as of November 8, 2024), Special Opportunities Fund, and Total Return Securities Fund (as of March 31, 2025).
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***
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Messrs. Dakos, Goldstein, and Antonucci and Ms. Darling are each considered an “interested person” of the Fund within the meaning of the 1940 Act because of their affiliation with the Adviser and their
positions as officers of the Fund.
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Andrew Dakos
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Mr. Dakos has been the President and a Trustee of the Fund since 2018. Mr. Dakos has over 20 years of investment management experience. He is currently a Partner in the Adviser and Ryan
Heritage, LLP, each an investment adviser registered with the SEC. He is also a principal of the former general partner of several private investment partnerships in the Bulldog Investors group of private funds. Mr. Dakos is also a
director of two other closed-end funds, one real estate development company, and one subsidiary of a large commercial real estate company.
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Phillip Goldstein
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Mr. Goldstein has been the Chairman of the Board and the Secretary of the Fund since 2018. Mr. Goldstein has over 30 years of investment management experience. He is currently a
Partner in the Adviser, and Ryan Heritage, LLP, each an investment adviser registered with the SEC. He is also a principal of the former general partner of several private investment partnerships in the Bulldog Investors group of funds.
Mr. Goldstein is also a director of three other closed-end funds, and one subsidiary of a large commercial real estate company.
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Gerald Hellerman
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Mr. Hellerman has been a Trustee of the Fund since 2018. Mr. Hellerman has more than 40 years of financial experience, including serving as a Financial Analyst and Branch Chief at the
U.S. Securities and Exchange Commission, Special Adviser to the U.S. Senate Antitrust and Monopoly Subcommittee and as Chief Financial Analyst at the Antitrust Division of the U.S. Department of Justice for 17 years. He has served as a
director of a number of public companies, including registered investment companies, and as a financial and corporate consultant during the period from 1993 to 2014.
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Moritz Sell
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Mr. Sell has been a Trustee of the Fund since 2018. Mr. Sell currently serves as Principal of Edison Holdings GmbH, a commercial real estate and venture capital firm. From 1996 to 2013,
he served as a Director, Market Strategist and Head of Proprietary Trading (London Branch) of Landesbank Berlin AG and its predecessor, Landesbank Berlin Holding AG (formerly named Bankgesellschaft Berlin AG). Mr. Sell currently serves as a
director of Aberdeen Australia Equity Fund, Total Return Securities Fund, Aberdeen Global Income Fund, Aberdeen Asia Pacific Income Fund and BNY Mellon Municipal Income Inc. and previously served as a director of Aberdeen Singapore Fund
(including as chairman of the board) and Aberdeen Greater China Fund.
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Richard Dayan
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Mr. Dayan has been a Trustee of the Fund since 2018. Mr. Dayan has been the President and owner of Cactus Trading, an importer and exporter of clothing and accessories since 1990. 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.
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Ben H. Harris
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Mr. Harris has been a Trustee of the Fund since 2018. He has extensive experience in the management of private and public entities, highly regulated entities and corporate
restructurings. In addition to the Fund, Mr. Harris is currently a director of ten private companies and one other closed-end fund.
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Aggregate
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Pension or
Retirement
Benefits
Accrued as
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Estimated
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Total
Compensation
From Fund
and Fund
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Trustee
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Compensation
From
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Part of
Fund
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Annual
Benefits Upon
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Complex(1)
Paid to
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Name of Trustee
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Since
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Fund
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Expenses
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Retirement
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Trustee
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Independent Trustees
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Gerald Hellerman(3)
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2018
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$52,500
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None
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None
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$168,000 (3)
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Moritz Sell(2)
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2018
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$51,500
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None
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None
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$112,000 (2)
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Richard Dayan(3)
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2018
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$49,000
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None
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None
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$106,500 (2)
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Ben H. Harris(3)
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2018
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$47,500
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None
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None
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$108,000 (2)
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Interested Trustees
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Andrew Dakos(4)
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2018
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$35,000
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None
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None
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$120,750 (3)
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Phillip Goldstein(5)
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2018
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$35,000
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None
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None
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$94,750 (3)
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(1)
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The Fund Complex is comprised of the Fund, Special Opportunities Fund, Inc. (as of November 8, 2024) and Total Return Securities Fund (as of March 31, 2025). Amount in parentheses is the number of funds in
the Fund Complex overseen by the trustee. The funds in the Fund Complex have differing fiscal year ends; amount shown is aggregate amount paid to trustee during the year ended August 31, 2025.
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(2)
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Includes compensation for service as chairman of the Strategic Planning Committee ($10,000 stipend).
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(3)
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Includes compensation for service on the Strategic Planning Committee ($7,500 stipend).
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(4)
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Includes compensation for service as a Trustee, a member of the Investment Committee and an officer prior to November 8, 2024. As of November 8, 2024, Mr. Dakos will no longer receive this compensation from
the Fund.
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(5)
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Includes compensation for service as a Trustee, a member of the Investment Committee and an officer prior to November 8, 2024. As of November 8, 2024, Mr. Goldstein will no longer receive this compensation
from the Fund.
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Name
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Position
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Dollar Range of Equity
Securities in the Fund
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Aggregate Dollar
Range of Equity
Securities In
All Funds
Overseen by Trustee
in Family of
Investment Companies*
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Gerald Hellerman
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Independent Trustee
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Over $100,000
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Over $100,000 (3)
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Moritz Sell
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Independent Trustee
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$50,001-$100,000
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Over $100,000 (2)
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Richard Dayan
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Independent Trustee
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$1-$10,000
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$1-$10,000 (2)
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Ben H. Harris
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Independent Trustee
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$10,001-$50,000
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Over $100,000 (2)
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Andrew Dakos**
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Interested Trustee and President
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$50,001-$100,000
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Over $100,000 (3)
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Phillip Goldstein**
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Interested Trustee and Secretary
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$1-$10,000
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Over $100,000 (3)
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Thomas Antonucci**
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Treasurer
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None
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N/A
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Stephanie Darling**
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Chief Compliance Officer
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None
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N/A
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*
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The Family of Investment Companies is comprised of the Fund, Special Opportunities Fund, Inc. and Total Return Securities Fund. Amount in parentheses is number of funds overseen by trustee in the Family of
Investment Companies.
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**
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Messrs. Dakos, Goldstein, and Antonucci and Ms. Darling are each considered an “interested person” of the Fund within the meaning of the 1940 Act.
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Service
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2025
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2024
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Audit Fees
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$
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32,500
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$
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32,500
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Audit-Related Fees
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2,000
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2,000
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Tax Fees
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3,400
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3,400
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All Other Fees
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--
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--
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Total
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$
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37,900
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$
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37,900
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Name and address of beneficial owner
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Amount and nature of
beneficial ownership |
Percent of class*
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Thomas J. Herzfeld Advisors Inc.
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1,552,621
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8.30%**
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LPL Financial LLC
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1,514,348
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8.09%**
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Chairman of the Board
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It is important that you execute and return your proxy promptly.
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