DEF: High Income Securities Fund Sets 2025 Annual Meeting for Trustee Election

High Income Securities Fund announces its Annual Meeting of Shareholders on December 15, 2025, to elect six Trustees and address other business.

Summary

• The Annual Meeting of Shareholders is scheduled for December 15, 2025, at 11:30 a.m. Eastern time, at the offices of U.S. Bancorp Fund Services, LLC in Milwaukee, WI.
• The primary purpose of the meeting is to elect six Trustees to serve until the Fund's Annual Meeting of Shareholders in 2026 and until their successors are duly elected and qualified.
• The record date for determining shareholders entitled to notice of, and to vote at, this Meeting is October 20, 2025.
• As of the record date, 18,716,450 shares of the Fund were outstanding.
• The Board of Trustees unanimously recommends that shareholders vote to elect the nominated Trustees.
• Proxy materials, including the Notice of Annual Meeting and Proxy Statement, are available online at www.highincomesecuritiesfund.com.

Sentiment

Score: 6

Explanation: The filing is largely procedural, detailing the upcoming annual meeting and trustee elections. The establishment of key committees and adherence to regulatory requirements are positive, but the lack of a formal diversity policy and a lead independent trustee, coupled with low management ownership, present areas for potential improvement in governance.

Positives

• The Board of Trustees has established an Audit & Valuation Committee and a Nominating and Corporate Governance Committee, indicating structured oversight and adherence to governance best practices.
• Independent Trustees receive an annual retainer of $40,000, ensuring compensation for their oversight role and promoting independent decision-making.
• The Fund and its Adviser have adopted codes of ethics, establishing procedures for personal investments and restricting certain securities transactions, which enhances compliance and reduces potential conflicts of interest.
• The Audit & Valuation Committee has actively reviewed the Fund's financial statements and discussed auditor independence with Tait, Weller & Baker LLP, demonstrating diligent financial oversight.

Negatives

• The Board currently does not have a formal diversity policy in place, which may not align with evolving investor expectations for board composition.
• The Chairman of the Board, Phillip Goldstein, is an Interested Trustee and also the Secretary of the Fund and a principal of the Adviser, which could raise questions about the independence of board leadership.
• The Board does not have a lead independent trustee, which some governance advocates view as a critical role for independent oversight.
• The Nominating and Corporate Governance Committee was only established on September 12, 2025, and did not meet during the fiscal year ended August 31, 2025, indicating a recent formalization of this function.

Risks

• Potential conflicts of interest could arise from relationships between the Adviser and other service providers, which the Board aims to oversee but remains a continuous risk factor.
• The Board's leadership structure, with an Interested Trustee as Chairman and no lead independent trustee, could be perceived by some investors as a less robust independent oversight model.
• The Fund's management, as a group, beneficially owned less than 1% of the shares as of October 20, 2025, which might be seen as low alignment with shareholder interests by some investors.

Future Outlook

The filing primarily focuses on the upcoming annual meeting and trustee elections, with no specific forward-looking statements or guidance provided regarding the Fund's financial performance or investment strategy.

Management Comments

• The Board believes that its structure facilitates the orderly and efficient flow of information to the Trustees from Adviser and other service providers with respect to services provided to the Fund, potential conflicts of interest that could arise from these relationships and other risks that the Fund may face.
• The Board further believes that its structure allows all of the Trustees to participate in the full range of the Board’s oversight responsibilities.
• The Board believes that the orderly and efficient flow of information and the ability to bring each Trustee’s talents to bear in overseeing the Fund’s operations is important, in light of the size and complexity of the Fund and the risks that the Fund faces.
• Based on each Trustee’s experience and expertise with closed-end funds the Board believes that its leadership structure is appropriate and efficient.

Industry Context

This filing is a standard definitive proxy statement for a closed-end fund, a common regulatory requirement for publicly traded investment vehicles. The focus on trustee elections and corporate governance is typical for such filings, ensuring shareholder participation in oversight. The mention of the Investment Company Act of 1940 (1940 Act) highlights its status as a regulated investment company, operating within established industry frameworks for fund management and governance.

Comparison to Industry Standards

• The Board's composition includes both 'Interested Trustees' and 'Independent Trustees' as defined by the 1940 Act, which is a standard practice for closed-end funds to ensure a degree of independent oversight, comparable to funds managed by major asset managers.
• The establishment of an Audit & Valuation Committee and a Nominating and Corporate Governance Committee aligns with best practices for corporate governance in public companies and investment funds, similar to structures seen in funds like BlackRock or PIMCO closed-end funds.
• The compensation structure for Independent Trustees, involving an annual retainer, is a common industry practice to attract and retain qualified independent directors, comparable to compensation models at other closed-end funds.
• The beneficial ownership by management, as a group, of less than 1% of shares is not uncommon for larger funds, but some investors might prefer higher insider ownership for stronger alignment, contrasting with founder-led companies or smaller funds where insider stakes are often more substantial.
• The absence of a formal diversity policy, while not explicitly violating regulations, lags behind evolving industry standards and investor expectations for board diversity, which many leading asset managers and funds are now actively addressing.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings material to an evaluation of the ability or integrity of any nominee, trustee, or officer of the Fund have occurred within the past ten years, and none are pending.

Related Party Transactions

• Andrew Dakos and Phillip Goldstein are considered Interested Trustees due to their affiliation with Bulldog Investors, LLP (the Adviser) and their positions as officers of the Fund.
• Messrs. Dakos, Goldstein, and Antonucci and Ms. Darling are considered interested persons of the Fund due to their affiliation with the Adviser and their positions as officers.
• Independent Trustees, or members of their immediate family, did not own securities beneficially or of record in the Adviser or any of its affiliates as of October 20, 2025.
• Over the past five years, none of the Independent Trustees nor their immediate family members had any direct or indirect interest exceeding $120,000 in the Adviser or its affiliates.
• Since September 1, 2022, none of the Independent Trustees nor their immediate family members conducted any transactions or maintained any direct or indirect relationship exceeding $120,000 with the Fund, the Adviser, or their affiliates.

Stakeholder Impact

• Shareholders will vote on the election of Trustees, directly influencing the Fund's governance and oversight. The provision of proxy materials and voting instructions ensures their participation.
• Trustees and Management will see the re-election of six Trustees, which will determine the composition and leadership of the Board for the upcoming year. Compensation details for Trustees are transparently disclosed.
• The Adviser (Bulldog Investors, LLP) will continue its role as the investment adviser, with affiliated individuals serving as Interested Trustees and officers, maintaining continuity in management.
• Service Providers, including U.S. Bancorp Fund Services, LLC (administrator), Equiniti Trust Company, LLC (transfer agent), and Tait, Weller & Baker LLP (auditors), will continue to provide essential services to the Fund.

Next Steps

• Shareholders are required to vote on the election of six Trustees at the Annual Meeting on December 15, 2025.
• Shareholders can submit proposals for the 2026 annual meeting by July 7, 2026, for inclusion in proxy materials under Rule 14a-8.
• Shareholders can submit proposals for the 2026 annual meeting (outside Rule 14a-8) by delivering written notice between September 16, 2026, and October 16, 2026.

Key Dates

Recommendation

This filing is a standard definitive proxy statement for an annual meeting, primarily focused on the re-election of trustees and corporate governance matters. It does not contain any new financial performance data, strategic shifts, or material events that would significantly alter the investment thesis for High Income Securities Fund. While governance structures are detailed, there are no immediate catalysts for a 'buy' or 'sell' recommendation based solely on this document. Therefore, a 'hold' recommendation is appropriate as investors await further operational or financial updates.

Keywords

Proxy Statement, Annual Meeting, Trustee Election, Corporate Governance, SEC Filing, High Income Securities Fund, PCF, Closed-End Fund, Investment Management, Shareholder Vote