PCF Seeks Re-Election of Six Trustees at December 15 Annual Meeting

TL;DR

**PCF's board re-election is a rubber stamp for insiders; don't expect major strategic shifts.**

AI Summary

HIGH INCOME SECURITIES FUND (PCF) is holding its Annual Meeting of Shareholders on December 15, 2025, to elect six Trustees. The Board of Trustees, currently comprising seven members, recommends the re-election of Phillip Goldstein, Andrew Dakos, Richard Dayan, Gerald Hellerman, Ben H. Harris, and Moritz Sell. Phillip Goldstein (Chairman) and Andrew Dakos (President) are considered 'Interested Trustees' due to their affiliation with Bulldog Investors, LLP, the Fund's Adviser, and their officer positions. The remaining four nominees, Richard Dayan, Gerald Hellerman, Ben H. Harris, and Moritz Sell, are 'Independent Trustees'. As of the record date, October 20, 2025, the Fund had 18,716,450 shares outstanding. The election requires a plurality of votes cast, meaning the six candidates receiving the most 'For' votes will be elected. Abstentions and broker non-votes will not affect the outcome of the Trustee election. The Fund will bear the cost of proxy solicitation.

Why It Matters

This DEF 14A filing outlines the upcoming annual meeting for HIGH INCOME SECURITIES FUND, focusing on the re-election of its Board of Trustees. For investors, understanding the composition and independence of the board is crucial, especially with two 'Interested Trustees' tied to the Fund's Adviser, Bulldog Investors, LLP. This structure could influence strategic decisions and potentially create conflicts of interest, impacting shareholder value. The competitive landscape for closed-end funds demands strong, independent governance to ensure optimal performance and investor confidence.

Risk Assessment

Risk Level: medium — The risk level is medium because two of the six proposed Trustees, Phillip Goldstein (Chairman) and Andrew Dakos (President), are 'Interested Trustees' due to their affiliation with Bulldog Investors, LLP, the Fund's Adviser. This concentration of 'interested persons' in leadership roles could lead to potential conflicts of interest, even with four Independent Trustees, as the Chairman is an Interested Trustee.

Analyst Insight

Investors should carefully review the backgrounds of the nominated Trustees, particularly the 'Interested Trustees' Phillip Goldstein and Andrew Dakos, and consider their potential influence on the Fund's governance. Shareholders should actively vote their proxies to ensure their voices are heard regarding the board's composition.

Key Numbers

• 18,716,450 — Shares Outstanding (As of the record date, October 20, 2025)
• 6 — Trustees to be elected (Number of nominees for the Board of Trustees)
• 2 — Interested Trustees (Phillip Goldstein and Andrew Dakos are affiliated with the Adviser)
• 4 — Independent Trustees (Number of independent nominees)
• 30% — Quorum Requirement (Percentage of shares needed for transaction of business at the Meeting)
• 2025-12-15 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
• 2025-10-20 — Record Date (Date for determining shareholders entitled to vote)
• 1945 — Phillip Goldstein Birth Year (Chairman of the Board)
• 1966 — Andrew Dakos Birth Year (President of the Fund)
• 1937 — Gerald Hellerman Birth Year (Independent Trustee)

Key Players & Entities

• HIGH INCOME SECURITIES FUND (company) — Registrant
• Phillip Goldstein (person) — Chairman of the Board and Secretary, Interested Trustee
• Andrew Dakos (person) — President, Interested Trustee
• Richard Dayan (person) — Independent Trustee nominee
• Gerald Hellerman (person) — Independent Trustee nominee
• Ben H. Harris (person) — Independent Trustee nominee
• Moritz Sell (person) — Independent Trustee nominee
• U.S. Bancorp Fund Services, LLC (company) — Administrator to the Fund and meeting location host
• Bulldog Investors, LLP (company) — Adviser to the Fund
• SEC (regulator) — U.S. Securities and Exchange Commission

FAQ

Industry Context

High Income Securities Fund operates within the closed-end fund industry, which provides investors with access to diversified portfolios, often with a focus on income generation. The sector faces competition from other closed-end funds, open-end mutual funds, and ETFs, all vying for investor capital. Trends include a continued demand for yield-oriented investments in a fluctuating interest rate environment, alongside increasing regulatory scrutiny on fund governance and fees.

Regulatory Implications

The filing of a DEF 14A statement signifies compliance with SEC regulations regarding shareholder communication and proxy solicitation for annual meetings. The election of Trustees is a key governance function, and the classification of Trustees as 'interested' or 'independent' is subject to regulatory definitions, impacting board oversight and fiduciary duties.

What Investors Should Do

1. Review the proxy statement carefully, especially the biographies and affiliations of the Trustee nominees.
2. Vote your proxy, either online, by mail, or in person at the meeting.
3. Note that abstentions and broker non-votes do not impact the outcome of the Trustee election.

Key Dates

• 2025-12-15: Annual Meeting of Shareholders — Shareholders will vote on the election of six Trustees and other business.
• 2025-10-20: Record Date — Determines which shareholders are entitled to vote at the Annual Meeting.
• 2025-11-04: Mailing of Proxy Statement and Proxy Card — Shareholders receive materials to inform their voting decisions and cast their votes.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit shareholder votes. (This document contains the information shareholders need to vote on proposals at the annual meeting, including the election of Trustees.)

Interested Trustee

A Trustee who has a relationship with the Fund's investment adviser or other affiliated entities, or holds an officer position. (Phillip Goldstein and Andrew Dakos are classified as Interested Trustees due to their affiliation with Bulldog Investors, LLP and officer roles.)

Independent Trustee

A Trustee who does not have a material relationship with the Fund or its investment adviser, other than their role as a Trustee. (Richard Dayan, Gerald Hellerman, Ben H. Harris, and Moritz Sell are nominated as Independent Trustees.)

Plurality of Votes Cast

The voting standard where the candidate receiving the most 'For' votes is elected, regardless of whether they receive a majority. (This is the voting requirement for electing the six Trustees; candidates with the most votes will be elected.)

Broker Non-Vote

Occurs when a broker holding shares for a customer does not vote on a particular proposal because they lack discretionary authority and have not received voting instructions. (Broker non-votes and abstentions will not affect the outcome of the Trustee election, as only votes cast for or against matter.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum requires at least 30% of the shares entitled to vote on the record date to be present in person or by proxy.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance data like revenue or net income from a previous year's annual report. The primary focus is on the upcoming shareholder meeting and the election of Trustees. Key information such as the number of shares outstanding (18,716,450 as of October 20, 2025) and the meeting date (December 15, 2025) are provided, but direct year-over-year financial comparisons are not present in this specific document.

Key Financial Figures

• $40,000 — ent Trustee an annual retainer equal to $40,000 for serving as a Trustee and attending
• $10,000 — an of the Strategic Planning Committee ($10,000 stipend). (3) Includes compensation
• $7,500 — ce on the Strategic Planning Committee ($7,500 stipend). (4) Includes compensation f

Filing Documents

• pcf-def14a.htm (DEF 14A) — 154KB
• image00001.jpg (GRAPHIC) — 133KB
• image00003.jpg (GRAPHIC) — 184KB
• image00004.jpg (GRAPHIC) — 141KB
• 0000894189-25-013235.txt ( ) — 788KB

From the Filing

DEF 14A 1 pcf-def14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 HIGH INCOME SECURITIES FUND (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: High Income Securities Fund (New York Stock Exchange Trading Symbol: PCF) NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 15, 2025 Important Notice regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on December 15, 2025: The Notice of Annual Meeting of Shareholders and Proxy Statement are available on the Internet at www.highincomesecuritiesfund.com. To the Shareholders: Notice is hereby given that the annual meeting (the "Meeting") of shareholders (herein referred to as "shareholders") of High Income Securities Fund, a Massachusetts business trust (the "Fund"), will be held on December 15, 2025 at 11:30 a.m., Eastern time, at the offices of U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services), 777 E. Wisconsin Ave, Floor 6, Milwaukee, WI, 53202, for the following purposes: (1) 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 (2) To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. The Board of Trustees has fixed the close of business on October 20, 2025 as the record date for the determination of shareholders entitled to notice of, and to vote at, this Meeting or any adjournment or postponement thereof. The stock transfer books will not be closed. Copies of the Fund's most recent annual and semi-annual report may be ordered free of charge by any Shareholder by writing to the Fund c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, or by telephone at 1-877-607-0414. You are entitled to vote at the Meeting and any adjournment or postponement thereof if you owned shares of the Fund at the close of business on October 20, 2025. If you attend the Meeting, you may vote your shares in person. Whether or not you expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed postage paid envelope so that a quorum will be present and a maximum number of shares may be voted. You may change your vote at any time by submitting a later-dated proxy or by voting at the Meeting. Stockholders that plan on attending the Meeting in person are requested to email U.S. Bank Global Fund Services at PCFfundadmin@usbank.com by December 8, 2025 so we may accommodate all who plan on attending. By order of the Board of Trustees, Phillip Goldstein Chairman of the Board November 4, 2025 WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING. Your vote is important no matter how many shares you own Please indicate your voting instructions on the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided. If you sign, date and return the proxy card but give no voting instructions, your shares: (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

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