N-CSR 1 hisf-ncsra.htm HIGH INCOME SECURITIES FUND ANNUAL REPORT 8-31-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES




Investment Company Act file number 811-05133


High Income Securities Fund
(Exact name of registrant as specified in charter)

615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

High Income Securities Fund
c/o US Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
(Name and address of agent for service)

Copy to:
Thomas R. Westle, Esq.
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

1-888-898-4107
Registrant's telephone number, including area code


Date of fiscal year end: August 31, 2019



Date of reporting period:  August 31, 2019


Item 1. Reports to Stockholders.


High Income Securities Fund (PCF)
(formerly, Putnam High Income Securities Fund)

Annual Report
For the year ended
August 31, 2019





Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
 
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund’s Transfer Agent, U.S. Bancorp Fund Services, LLC, at 1-888-898-4107.
 
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund’s Transfer Agent, U.S. Bancorp Fund Services, LLC, at 1-888-898-4107. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary.

High Income Securities Fund


October 28, 2019
 
Dear Fellow Shareholders:
 
In Spring 2018, a proxy contest at the annual shareholder meeting of High Income Securities Fund (f/k/a Putnam High Income Securities Fund) culminated in the election of a new Board of Trustees and the approval of a proposal requesting the Board to authorize a self-tender offer at or close to net asset value (NAV).  These developments led Putnam Investment Management, LLC to resign as the Fund’s investment adviser.  Consequently, “Putnam” was removed from the Fund’s name.
 
The newly elected Trustees determined to have the Fund conduct a self-tender offer (which was completed in March 2019) for the Fund’s shares at a price of 99% of NAV.  In addition, a special meeting of shareholders was held at which they voted to authorize the de-registration of the Fund as an investment company and, if and when de-registration is effected, to change the Fund’s organizational structure from a Massachusetts business trust to a Delaware corporation which is more appropriate for an operating company.  All shares that were tendered were accepted, leaving the Fund with net assets of approximately $52 million.  In preparation for the self-tender offer and the potential de-registration, (1) substantially all the Fund’s portfolio securities were sold, and the proceeds invested in cash equivalents, and (2) the monthly dividends that were historically paid were discontinued after the August 2018 dividend.
 
In April 2019, the Fund announced that the Board of Trustees determined to implement a Transitional Investment Strategy to invest, within the parameters of the Fund’s existing investment policies and restrictions, in securities that are likely to generate greater income.  Meanwhile, a committee of the Board continues to explore potential acquisitions of controlling stakes in operating companies and other investments that are not securities.  Despite ratification by shareholders of that plan in August 2019, our efforts have not borne fruit and the plan may be abandoned if we cannot identify an attractive acquisition opportunity in the near future.
 
A primary focus of the Fund’s Transitional Investment Strategy is to acquire discounted shares of income-oriented closed-end investment companies and business development companies. In addition, units or common shares issued by special purpose acquisition companies (or SPACs) may comprise up to 20% of the Fund’s portfolio.  The Transitional Investment Committee of the Board is comprised of Andrew
1

High Income Securities Fund


Dakos, Rajeev Das and me and is responsible for implementing the Transitional Investment Strategy.
 
As a result of this strategic initiative, in August 2019 the Fund re-commenced paying a monthly dividend at an annual rate of at least 6% (or 0.5% per month), based on the NAV of the Fund’s common shares as of June 28, 2019.  Also, for the year 2020, as long as the Fund continues to be a registered investment company, it intends to make monthly distributions at an annual rate of at least 6% based on the NAV of the Fund’s shares as of the last business day of 2019.  The current dividend of $0.048 per month is significantly higher than the dividend payout under the prior management.  We think restoration of the monthly dividend is a primary factor in reducing the discount of the Fund’s stock price from NAV, which peaked at more than 14% earlier this year, to approximately 11% recently.  Subject to various factors, I am cautiously optimistic that our opportunistic investment strategy will enable the Board to increase the dividend in due course, which we would hope to lead to a further narrowing of the discount to NAV.
 
While no guarantees can be made about future performance, it should be noted that Mr. Dakos and I own a combined total of 220,000 shares of the Fund.  We think our ownership aligns our interest with the interests of our shareholders in seeing the Fund succeed.
 
***
 
We remind you that from time to time the Fund seeks instructions from shareholders for voting its proxies for certain closed-end funds whose shares the Fund owns. The instruction forms are available at http://highincomesecuritiesfund.com. If you would like to receive an email notification when the Fund seeks proxy voting instructions for a closed-end fund whose shares it owns, please email us at proxyinfo@highincomesecuritiesfund.com.
 
Sincerely yours,
 


Phillip Goldstein
Chairman
2

High Income Securities Fund


Past Performance at a glance (unaudited)
 
Average annual total returns for the periods ended 8/31/2019
 
Net asset value returns
1 year
5 years
10 years
High Income Securities Fund
 2.81%
  4.04%
8.19%
       
Market price returns
     
High Income Securities Fund
-7.56%
  3.66%
7.50%
       
Index returns
     
ICE BofA Merrill Lynch 6 Month Treasury Bill Index
 2.61%
1.13%
0.68%
       
Share price as of 8/31/19
     
Net asset value
   
  $9.49
Market price
   
  $8.24

Effective after the close of business on July 23, 2018, the Fund became internally managed and did not pay any management fees for the year ended August 31, 2019.  Generally, the Fund invests in securities of discounted shares of income-oriented closed-end investment companies, business development companies and Special Purpose Acquisition Vehicles.
 
Accordingly, the information presented in this annual report with respect to the actions and results of the Fund are not meaningful in making any conclusions as to the future performance of the Fund. See Note 8.
 
Past performance does not predict future performance. The return and value of an investment will fluctuate so that an investor’s share, when sold, may be worth more or less than their original cost. The Fund’s common stock net asset value (“NAV”) return assumes, for illustration only, that dividends and other distributions, if any, were reinvested at the NAV on the ex-dividend date for dividends and other distributions. The Fund’s common stock market price returns assume that all dividends and other distributions, if any, were reinvested at prices obtained under the Fund’s Dividend Reinvestment Plan (which was terminated on September 12, 2018) for dividends and other distributions payable through September 11, 2018 and reinvested at the lower of the NAV or the closing market price on the ex-dividend date for dividends and other distributions payable after September 11, 2018, and does not account for taxes.


3

High Income Securities Fund


Portfolio composition as of 8/31/2019(1) (unaudited)
 
   
Value
   
Percent
 
Investment Companies
 
$
38,649,778
     
73.18
%
Special Purpose Acquisition Vehicles
   
10,316,156
     
19.53
 
Money Market Funds
   
3,635,102
     
6.88
 
Warrants
   
92,674
     
0.18
 
Corporate Notes
   
46,400
     
0.09
 
Convertible Preferred Stocks
   
28,890
     
0.06
 
Other Common Stocks
   
20,343
     
0.04
 
Rights
   
6,615
     
0.01
 
Convertible Notes
   
116
     
0.00
 
Senior Secured Notes
   
0
     
0.00
 
Total Investments
 
$
52,796,074
     
99.97
%
Other Assets in Excess of Liabilities
   
16,138
     
0.03
 
Total Net Assets
 
$
52,812,212
     
100.00
%
(1)  As a percentage of net assets.


4

High Income Securities Fund


Portfolio of investments—August 31, 2019

   
Shares
   
Value
 
INVESTMENT COMPANIES—73.18%
           
             
Closed-End Funds—56.97%
           
Eaton Vance Floating Rate Income Fund
   
168,484
   
$
2,542,424
 
Eaton Vance Limited Duration Income Fund
   
204,650
     
2,562,218
 
Eaton Vance Senior Income Trust
   
165,329
     
1,001,894
 
First Trust High Income Long/Short Fund
   
150,000
     
2,214,000
 
First Trust Senior Floating Rate 2022 Target Term Fund
   
62,104
     
558,315
 
First Trust Senior Floating Rate Income Fund II
   
6,100
     
71,492
 
Franklin Universal Trust
   
245,462
     
1,809,055
 
Highland Income Fund
   
73,652
     
961,895
 
Invesco Dynamic Credit Opportunities Fund
   
226,646
     
2,459,109
 
Invesco High Income Trust II
   
21,990
     
313,577
 
Invesco Senior Income Trust
   
590,964
     
2,446,591
 
Neuberger Berman High Yield Strategies Fund, Inc.
   
11,557
     
136,873
 
New America High Income Fund, Inc.
   
76,284
     
666,722
 
Nuveen Credit Strategies Income Fund
   
20,757
     
155,677
 
PGIM Global High Yield Fund, Inc.
   
163,551
     
2,306,069
 
PGIM High Yield Bond Fund, Inc.
   
65,850
     
950,874
 
Pioneer Diversified High Income Trust
   
66,018
     
941,417
 
Vertical Capital Income Fund
   
310,942
     
3,283,547
 
Western Asset Corporate Loan Fund, Inc.
   
296,865
     
2,790,531
 
Western Asset Global High Income Fund, Inc.
   
56,209
     
548,038
 
Western Asset High Income Opportunity Fund, Inc.
   
273,365
     
1,369,559
 
     

     
30,089,877
 
                 
Business Development Companies—16.21%
               
Alcentra Capital Corp.
   
280,500
     
2,516,085
 
Apollo Investment Corp.
   
51,300
     
838,755
 
Barings BDC, Inc.
   
229,243
     
2,292,430
 
FS KKR Capital Corp.
   
397,039
     
2,243,270
 
OHA Investment Corp.
   
5,636
     
7,327
 
WhiteHorse Finance, Inc.
   
49,777
     
662,034
 
             
8,559,901
 
Total Investment Companies ($38,759,705)
           
38,649,778
 
 
The accompanying notes are an integral part of these financial statements.
5

High Income Securities Fund


Portfolio of investments—August 31, 2019

   
Shares
   
Value
 
CONVERTIBLE PREFERRED STOCKS—0.06%
           
             
Basic Materials—0.00%
           
Smurfit-Stone Container Corp. Escrow, 0% (a)(c)
   
65,720
   
$
657
 
                 
Energy—0.06%
               
Nine Point Energy, 6.75% (a)(c)
   
24
     
28,233
 
Total Convertible Preferred Stocks (Cost $24,000)
           
28,890
 
                 
OTHER COMMON STOCKS—0.04%
               
                 
Energy—0.04%
               
MWO Holdings, LLC Units (a)(c)
   
39
     
3,159
 
Nine Point Energy (a)(c)
   
1,190
     
17,184
 
Total Other Common Stocks (Cost $40,372)
           
20,343
 
                 

    Shares/Units
         
SPECIAL PURPOSE ACQUISITION VEHICLES—19.53%
               
Agba Acquisition Ltd. (a)(g)
   
36,750
     
364,560
 
Alberton Acquisition Corp. (a)(g)
   
50,000
     
509,500
 
Churchill Capital Corp. II (a)
   
88,662
     
882,187
 
Fellazo, Inc. Units (a)(g)
   
50,000
     
499,505
 
Forum Merger II Corp. (a)
   
55,000
     
555,500
 
GigCapital2, Inc. Units (a)
   
102,250
     
1,030,568
 
Gordon Pointe Acquisition Corp (a)
   
100,411
     
1,047,287
 
Haymaker Acquisition Corp. II Units (a)
   
40,342
     
417,540
 
Landcadia Holdings II, Inc. Units (a)
   
69,000
     
691,035
 
Leisure Acquisition Corp. (a)
   
14,563
     
148,688
 
Pivotal Investment Corp. II Units (a)
   
15,000
     
151,950
 
RMG Acquisition Corp. Units (a)
   
100,000
     
1,007,000
 
SC Health Corp. Units (a)(g)
   
45,515
     
471,080
 
Sentinel Energy Services, Inc. (a)
   
50,000
     
512,000
 
Trinity Merger Corp. (a)
   
22,750
     
235,917
 
Tuscan Holdings Corp. II (a)
   
183,966
     
1,791,829
 
Tuscan Holdings Corp. II Units (a)
   
1
     
10
 
Total Special Purpose Acquisition Vehicles (Cost $10,217,589)
           
10,316,156
 
 
The accompanying notes are an integral part of these financial statements.
6

High Income Securities Fund


Portfolio of investments—August 31, 2019

   
Principal
       
   
Amount
   
Value
 
CONVERTIBLE NOTES—0.00%
           
             
Communication Services—0.00%
           
Powerwave Technologies, Inc. Unsecured
           
  3.875%, 10/01/2027 (a)(b)(c)(d)
 
$
1,160,000
   
$
116
 
Total Convertible Notes (Cost $1,033,950)
           
116
 
                 
CORPORATE NOTES—0.09%
               
                 
Communication Services—0.09%
               
Windstream Services, LLC Company Guaranty Senior Unsecured
               
  9.000%, 06/30/2025 (b)(d)(f)
   
80,000
     
46,400
 
Total Corporate Notes (Cost $92,636)
           
46,400
 
                 
SENIOR SECURED NOTES—0.00%
               
                 
Communications Equipment—0.00%
               
Avaya, Inc. Escrow
               
  7.000%, 04/01/2019 (a)(b)(c)(d)
   
300,000
     
0
 
Total Senior Secured Notes (Cost $0)
           
0
 
                 

   
Shares
         
RIGHTS—0.01%
               
Agba Acquisition Ltd. (Expiration: February 16, 2021) (a)(g)
   
36,750
     
6,615
 
Total Rights (Cost $4,510)
           
6,615
 
                 
WARRANTS—0.18%
               
Agba Acquisition Ltd. (a)(g)
               
  Expiration: May 2024
               
  Exercise Price: $11.50
   
36,750
     
3,859
 
Churchill Capital Corp. (a)
               
  Expiration: July 2024
               
  Exercise Price: $11.50
   
29,554
     
35,465
 
Tuscan Holdings Corp. II (a)
               
  Expiration: July 2025
               
  Exercise Price: $11.50
   
91,983
     
53,350
 
Total Warrants (Cost $87,289)
           
92,674
 

The accompanying notes are an integral part of these financial statements.
7

High Income Securities Fund


Portfolio of investments—August 31, 2019

   
Shares
   
Value
 
MONEY MARKET FUNDS—6.88%
           
Fidelity Institutional Government Portfolio—Class I, 2.00% (e)
   
1,817,551
   
$
1,817,551
 
STIT-Treasury Portfolio—Institutional Class, 1.99% (e)
   
1,817,551
     
1,817,551
 
Total Money Market Funds (Cost $3,635,102)
           
3,635,102
 
Total Investments (Cost $53,895,153)—99.97%
           
52,796,074
 
Other Assets in Excess of Liabilities—0.03%
           
16,138
 
TOTAL NET ASSETS—100.00%
         
$
52,812,212
 

Percentages are stated as a percent of net assets.
(a)
Non-income producing security.
(b)
The coupon rate shown represents the rate at August 31, 2019.
(c)
Fair valued securities. The total market value of these securities was $49,349, representing 0.09% of net assets. Value determined using significant unobservable inputs.
(d)
Default or other conditions exist and security is not presently accruing income.
(e)
The rate shown represents the 7-day yield at August 31, 2019.
(f)
Restricted security as to resale. As of report date, the Fund held a restricted security with a current value of $46,400, acquired January 8, 2013, which was 0.09% of its net assets.
(g)
Foreign-issued security.

The accompanying notes are an integral part of these financial statements.
8

High Income Securities Fund


Statement of assets and liabilities—August 31, 2019

Assets:
     
Investments, at value (Cost $53,895,153)
 
$
52,796,074
 
Dividends and interest receivable
   
48,878
 
Receivable for investments sold
   
51,485
 
Other assets
   
23,455
 
Total assets
   
52,919,892
 
         
Liabilities:
       
Administration fees payable
   
16,436
 
Chief Compliance Officer fees payable
   
7,497
 
Director fees payable
   
2,846
 
Audit fees payable
   
52,502
 
Fund accounting fees payable
   
455
 
Custody fees payable
   
1,623
 
Legal fees payable
   
19,852
 
Transfer Agent fees payable
   
6,021
 
Accrued expenses and other liabilities
   
448
 
Total liabilities
   
107,680
 
Net assets
 
$
52,812,212
 
         
Net assets consist of:
       
Paid-in Capital (Unlimited shares authorized)
 
$
53,929,631
 
Accumulated deficit
   
(1,117,419
)
Net assets
 
$
52,812,212
 
Net asset value per share ($52,812,212 applicable to
       
  5,565,006 shares outstanding)
 
$
9.49
 

The accompanying notes are an integral part of these financial statements.
9

High Income Securities Fund


Statement of operations

   
For the year ended
 
   
August 31, 2019
 
Investment income:
     
Dividends
 
$
617,274
 
Interest
   
1,729,079
 
Total investment income
   
2,346,353
 
         
Expenses:
       
Legal fees and expenses
   
234,399
 
Trustees’ fees and expenses
   
201,611
 
Administration and accounting fees
   
108,034
 
Transitional Investment Committee fees (See Note 8)
   
104,167
 
Compliance fees and expenses
   
90,247
 
Officer fees
   
75,000
 
Reports and notices to shareholders
   
71,429
 
Audit fees
   
52,165
 
Transfer agency fees and expenses
   
51,829
 
Stock exchange listing fees
   
42,468
 
Insurance fees
   
14,957
 
Proxy expenses
   
10,171
 
Custody fees and expenses
   
3,829
 
Other expenses
   
21,497
 
Net expenses
   
1,081,803
 
Net investment income
   
1,264,550
 
         
Net realized and unrealized gains (losses) from investment activities:
       
Net realized gain from investments
   
89,219
 
Change in net unrealized depreciation on investments
   
(47,157
)
Net realized and unrealized gains from investment activities
   
42,062
 
Increase in net assets resulting from operations
 
$
1,306,612
 

The accompanying notes are an integral part of these financial statements.
10

High Income Securities Fund


Statements of changes in net assets applicable to common shareholders

   
For the
   
For the
 
   
year ended
   
year ended
 
   
August 31, 2019
   
August 31, 2018
 
From operations:
           
Net investment income
 
$
1,264,550
   
$
2,834,618
 
Net realized gain on investments, forward foreign
               
  currency contracts and foreign currency translations
   
89,219
     
10,943,544
 
Net unrealized depreciation on investments, forward
               
  foreign currency contracts and foreign currency translations
   
(47,157
)
   
(7,682,040
)
Net increase in net assets resulting from operations
   
1,306,612
     
6,096,122
 
                 
Distributions paid to shareholders:
               
Net dividends and distributions
   
(5,620,676
)
   
(4,028,706
)*
Total dividends and distributions paid to shareholders
   
(5,620,676
)
   
(4,028,706
)
                 
Capital Stock Transactions (Note 5)
               
Repurchase of common stock
   
     
(419,079
)
Repurchase of common stock through tender offer
   
(68,129,484
)
   
 
Total capital stock transactions
   
(68,129,484
)
   
(419,079
)
Net increase (decrease) in net assets
               
  applicable to common shareholders
   
(72,443,548
)
   
1,648,337
 
                 
Net assets applicable to common shareholders:
               
Beginning of year
 
$
125,255,760
   
$
123,607,423
 
End of year
 
$
52,812,212
   
$
125,255,760
**
                 
Number of Fund Shares
               
Shares outstanding at beginning of year
   
12,930,356
     
12,977,001
 
Shares repurchased
   
(7,365,350
)
   
(46,645
)
Shares outstanding at end of year
   
5,565,006
     
12,930,356
 

*
 
Includes net investment income distributions of $4,028,706.
**
 
Includes accumulated undistributed net investment loss of $(1,026,368).

The accompanying notes are an integral part of these financial statements.
11

High Income Securities Fund


Financial highlights

Selected data for a share of common stock outstanding throughout each year is presented below:
 

Net asset value, beginning of year
Net investment income(1)
Net realized and unrealized gains (losses) from investment activities
Total from investment operations
 
Less distributions:
Net investment income
Net realized gains from investment activities
Total distributions
Increase from shares repurchased
Anti-dilutive effect of tender offer
Net asset value, end of year
Market price, end of year
Total market price return(2)
 
Ratio to average net assets:
Ratio of expenses to average net assets
Ratio of net investment income to average net assets
 
Supplemental data:
Net assets, end of year (000’s)
Portfolio turnover
 

(1)
Per share net investment income has been determined on the basis of the weighted average number of shares outstanding during the period.
(2)
Total market price return is calculated assuming a $10,000 purchase of common stock at the current market price on the first day of each period reported and a sale at the current market price on the last day of each period reported, and assuming reinvestment of dividends and other distributions to common shareholders at prices obtained under the Fund’s Dividend Reinvestment Plan (which was terminated on September 12, 2018).
(3)
Includes amounts paid through expense offset and brokerage/service arrangements, if any.
(4)
Includes 0.28% of increased proxy fees related to the 2017 annual shareholder meeting.
(5)
Amount represents less than $0.01 per share.

The accompanying notes are an integral part of these financial statements.
12

High Income Securities Fund


Financial highlights (continued)

For the year ended August 31,
2019
   
2018
   
2017
   
2016
   
2015
 
$
9.69
   
$
9.53
   
$
8.92
   
$
8.67
   
$
9.56
 
 
0.13
     
0.22
     
0.30
     
0.35
     
0.35
 
 
0.01
     
0.25
     
0.66
     
0.17
     
(0.95
)
 
0.14
     
0.47
     
0.96
     
0.52
     
(0.60
)
                                     
                                     
 
(0.05
)
   
(0.31
)
   
(0.37
)
   
(0.37
)
   
(0.37
)
 
(0.41
)
   
     
     
     
 
 
(0.46
)
   
(0.31
)
   
(0.37
)
   
(0.37
)
   
(0.37
)
 
     
0.00
(5) 
   
0.02
     
0.10
     
0.08
 
 
0.12
     
     
     
     
 
$
9.49
   
$
9.69
   
$
9.53
   
$
8.92
   
$
8.67
 
$
8.24
   
$
9.38
   
$
8.77
   
$
8.02
   
$
7.33
 
 
-7.56
%
   
10.65
%
   
14.19
%
   
14.96
%
   
-10.87
%
                                     
                                     
 
1.18
%
   
1.47
%(3)
   
1.22
%(3)(4)
   
0.94
%(3)
   
0.90
%(3)
 
1.38
%
   
2.26
%
   
3.29
%
   
4.15
%
   
3.86
%
                                     
                                     
$
52,812
   
$
125,256
   
$
123,607
   
$
118,530
   
$
127,027
 
 
43
%
   
49
%
   
50
%
   
26
%
   
35
%


13

High Income Securities Fund


Notes to financial statements

High Income Securities Fund (formerly, Putnam High Income Securities Fund) (the “Fund”) is a Massachusetts business trust, which is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company. Effective July 24, 2018 the Fund changed its name to High Income Securities Fund.
 
The goal of the Fund continues to be to provide high current income as a primary objective and capital appreciation as a secondary objective. The Fund pursues its objective primarily by investing, under normal circumstances, at least 80% of its net assets in fixed income securities, including debt instruments, convertible securities and preferred stocks. The Fund also invests in high-yielding non-convertible securities with the potential for capital appreciation. Please see Subsequent Events Note 8 regarding the Fund’s Transitional Investment Strategy.
 
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”.
 
The Fund’s shares trade on a stock exchange at market prices, which may be lower than the Fund’s net asset value.
 
In the normal course of business, the Fund enters into contracts that may include agreements to indemnify another party under given circumstances. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be, but have not yet been made against the Fund. However, the Trustees expect the risk of material loss to be remote.
 
Under the Fund’s Agreement and Declaration of Trust, any claims asserted against or on behalf of the Fund, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
 
Note 1: Significant accounting policies
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations. Actual results could differ from those estimates.
 
Security valuation—Portfolio securities and other investments are valued using policies and procedures adopted by the Trustees. The Trustees have formed a Valuation Committee to oversee the implementation of these procedures.
 

14

High Income Securities Fund


Notes to financial statements

Investments for which market quotations are readily available are valued at the last reported sales price on their principal exchange, or official closing price for certain markets, and are classified as Level 1 securities under Accounting Standards Codification 820 Fair Value Measurements and Disclosures (ASC 820). If no sales are reported, as in the case of some securities that are traded OTC, a security is valued at its last reported bid price and is generally categorized as a Level 2 security.
 
Investments in open-end investment companies (excluding exchange-traded funds), if any, which can be classified as Level 1 or Level 2 securities, are valued based on their net asset value. The net asset value of such investment companies equals the total value of their assets less their liabilities and divided by the number of their outstanding shares.
 
Market quotations are not considered to be readily available for certain debt obligations (including short-term investments with remaining maturities of 60 days or less) and other investments; such investments are valued on the basis of valuations furnished by an independent pricing service approved by the Trustees. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities (which consider such factors as security prices, yields, maturities and ratings). These securities will generally be categorized as Level 2.
 
Many securities markets and exchanges outside the U.S. close prior to the scheduled close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the scheduled close of the New York Stock Exchange. Accordingly, on certain days, the Fund will fair value certain foreign equity securities taking into account multiple factors including movements in the U.S. securities markets, currency valuations and comparisons to the valuation of American Depository Receipts, exchange-traded funds and futures contracts. The foreign equity securities, which would generally be classified as Level 1 securities, will be transferred to Level 2 of the fair value hierarchy when they are valued at fair value. The number of days on which fair value prices will be used will depend on market activity and it is possible that fair value prices will be used by the Fund to a significant extent. Securities quoted in foreign currencies, if any, are translated into U.S. dollars at the current exchange rate.
 
To the extent a pricing service or dealer is unable to value a security, the security will be valued at fair value in accordance with policies and procedures approved by the Trustees. Certain investments, including certain restricted and illiquid
 

15

High Income Securities Fund


Notes to financial statements

securities and derivatives, are also valued at fair value following procedures approved by the Trustees. These valuations consider such factors as significant market or specific security events such as interest rate or credit quality changes, various relationships with other securities, discount rates, U.S. Treasury, U.S. swap and credit yields, index levels, convexity exposures, recovery rates, sales and other multiples and resale restrictions. These securities are classified as Level 2 or as Level 3 depending on the priority of the significant inputs.
 
To assess the continuing appropriateness of fair valuations, the Valuation Committee reviews and affirms the reasonableness of such valuations on a regular basis after considering all relevant information that is reasonably available. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of securities is generally determined as the amount that the Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. By its nature, a fair value price is a good faith estimate of the value of a security in a current sale and does not reflect an actual market price, which may be different by a material amount.
 
The Fund has adopted fair valuation accounting standards that establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various input and valuation techniques used in measuring fair value. Fair value inputs are summarized in the three broad levels listed below:
 
Level 1—
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
   
Level 2—
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
   
Level 3—
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
   
16

High Income Securities Fund


Notes to financial statements

The following is a summary of the fair valuations according to the inputs used as of August 31, 2019 in valuing the Fund’s investments:
 
   
Quoted Prices in
                   
   
Active Markets
                   
   
for Identical
   
Significant Other
   
Unobservable
       
   
Investments
   
Observable Inputs
   
Inputs
       
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Investment Companies
                       
Closed-End Funds
 
$
30,089,877
   
$
   
$
   
$
30,089,877
 
Business Development Companies
   
8,559,901
     
     
     
8,559,901
 
Convertible Preferred Stocks
                               
Basic Materials
   
     
     
657
     
657
 
Energy
   
     
     
28,233
     
28,233
 
Other Common Stocks
                               
Energy
   
     
     
20,343
     
20,343
 
Special Purpose Acquisition Vehicles
   
8,011,079
     
2,305,077
     
     
10,316,156
 
Convertible Notes
   
     
     
116
     
116
 
Corporate Notes
   
     
46,400
     
     
46,400
 
Senior Secured Notes
   
     
     
0
     
0
 
Rights
   
     
6,615
     
     
6,615
 
Warrants
   
     
92,674
     
     
92,674
 
Money Market Funds
   
3,635,102
     
     
     
3,635,102
 
Total
 
$
50,295,959
   
$
2,450,766
   
$
49,349
   
$
52,796,074
 

At the start and close of the reporting period, Level 3 investments in securities represented less than 1% of the fund’s net assets and were not considered a significant portion of the fund’s portfolio.
 
The average monthly shares amount of warrants during the period was 13,191. The average monthly market value of warrants during the period was $7,723.
 
The fair value of derivative instruments as reported within the Schedule of Investments as of August 31, 2019:
 
Derivatives not accounted
Statement of Assets &
 
for as hedging instruments
Liabilities Location
Value
Equity Contracts – Warrants
Investments, at value
$92,674
     
17

High Income Securities Fund


Notes to financial statements

The effect of derivative instruments on the Statement of Operations for the period ended August 31, 2019:
 
 
Amount of Realized Gain on Derivatives Recognized in Income
Derivatives not accounted
Statement of
 
for as hedging instruments
Operations Location
Value
Equity Contracts – Warrants
Net Realized Gain on Investments
$ —
     
 
Change in Unrealized Appreciation (Depreciation)
 
on Derivatives Recognized in Income
Derivatives not accounted
Statement of
 
for as hedging instruments
Operations Location
Total
Equity Contracts – Warrants
Net change in unrealized appreciation of investments
$5,385

Investment transactions and investment income—Security transactions and related investment income security transactions are recorded on the trade date (the date the order to buy or sell is executed). Realized gains or losses on securities sold are determined on the identified cost basis. Interest income, net of any applicable withholding taxes, is recorded on the accrual basis. Dividend income, net of any applicable withholding taxes, is recognized on the ex-dividend date except that certain dividends from foreign securities, if any, are recognized as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Discounts are accreted and premiums are amortized using the constant yield method as adjustments to interest income and the identified cost of investments. Dividends representing a return of capital or capital gains, if any, are reflected as a reduction of cost and/or as a realized gain.
 
Foreign currency translation—The accounting records of the Fund are maintained in U.S. dollars. The fair value of foreign securities, currency holdings, and other assets and liabilities is recorded in the books and records of the Fund after translation to U.S. dollars based on the exchange rates on that day. The cost of each security is determined using historical exchange rates. Income and withholding taxes are translated at prevailing exchange rates when earned or incurred. The Fund does not isolate that portion of realized or unrealized gains or losses resulting from changes in the foreign exchange rate on investments from fluctuations arising from changes in the market prices of the securities. Such gains and losses are included with the net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent net realized exchange gains or losses on disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized appreciation and depreciation of assets and liabilities in foreign currencies arise from changes in the value of assets and liabilities other than investments at the period end, resulting from changes in the exchange rate.


18

High Income Securities Fund


Notes to financial statements

Note 2: Federal tax status
The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all of its taxable income within the prescribed time period and otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended (the Code), applicable to regulated investment companies. It is also the intention of the Fund to distribute an amount sufficient to avoid imposition of any excise tax under Section 4982 of the Code.
 
The tax character of distributions paid to shareholders during the fiscal year ended August 31, 2019 are as follows:
 
Ordinary Income
 
$
312,843
 
Distribution in excess
   
5,307,833
 
Total distributions paid
 
$
5,620,676
 

The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (ASC 740). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have a liability to record for any unrecognized tax benefits in the accompanying financial statements. No provision has been made for federal taxes on income, capital gains or unrealized appreciation on securities held nor for excise tax on income and capital gains. Each of the Fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.
 
The Fund may also be subject to taxes imposed by governments of countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The Fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned. In some cases, the Fund may be entitled to reclaim all or a portion of such taxes, and such reclaim amounts, if any, are reflected as an asset on the Fund’s books. In many cases, however, the Fund may not receive such amounts for an extended period of time, depending on the country of investment.
 
At August 31, 2019, the Fund did not defer, on a tax basis, late year losses.
 
At August 31, 2019, the Fund did not have any capital loss carryover available to offset future net capital gain.
 
Distributions to shareholders—Distributions to shareholders from net investment income are recorded by the Fund on the ex-dividend date. Distributions from capital gains, if any, are recorded on the ex-dividend date and paid at least annually. The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences include temporary and/or permanent differences from losses on wash sale transactions, from nontaxable dividends, from
 

19

High Income Securities Fund


Notes to financial statements

dividends payable, from amortization and accretion, from contingent payment debt and from deemed distributions. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.
 
Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. At the close of the reporting period, the Fund reclassified $5,274,935 to decrease paid-in capital and $5,274,935 to increase total distributable earnings.
 
Tax cost of investments includes adjustments to net unrealized appreciation (depreciation) which may not necessarily be final tax cost basis adjustments, but closely approximate the tax basis unrealized gains and losses that may be realized and distributed to shareholders. The tax basis components of distributable earnings and the federal tax cost as of the close of the reporting period were as follows:
 
Tax cost of investments
 
$
53,913,493
 
Unrealized appreciation
   
652,978
 
Unrealized depreciation
   
(1,770,397
)
Net unrealized depreciation
   
(1,117,419
)
Undistributed ordinary income
   
 
Undistributed long-term gains
   
 
Total distributable earnings
   
 
Other accumulated gains/losses and other temporary differences
   
 
Total accumulated losses
 
$
(1,117,419
)

Note 3: Management fee, administrative services and other transactions
Effective after the close of business on July 23, 2018, the Fund became internally managed and did not pay any management fees for the year ended August 31, 2019.
 
U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect wholly-owned subsidiary of U.S. Bancorp, acts as the Fund’s Administrator under an Administration Agreement. Fund Services prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses; and reviews the Fund’s expense accruals. Fund Services also serves as the Fund’s fund accountant and U.S. Bank, N.A. (“U.S. Bank”), an affiliate of Fund Services, serves as the Fund’s custodian. Effective after the close of business on September 7, 2018, U.S. Bancorp Fund Services, LLC acts as the transfer agent of the Fund.
 

20

High Income Securities Fund


Notes to financial statements

Prior to the close of business on September 7, 2018, Putnam Investor Services, Inc. provided investor servicing agent functions to the Fund. Putnam Investor Services, Inc. was paid a monthly fee for investor servicing at an annual rate of 0.05% of the Fund’s average daily net assets. The amounts incurred for investor servicing agent functions during the period September 1, 2018 through September 7, 2018 are included in Transfer Agent fees.
 
Note 4: Purchases and sales of securities
During the year ended August 31, 2019, the cost of purchases and the proceeds from sales, excluding short-term investments, were as follows:
 
   
Cost of purchases
   
Proceeds from sales
 
Investments in securities (Long-term)
 
$
54,602,165
   
$
5,563,521
 
U.S. government securities (Long-term)
   
     
 
Total
 
$
54,602,165
   
$
5,563,521
 

Note 5: Capital share transactions
Repurchases are made when the Fund’s shares are trading at less than net asset value and in accordance with procedures approved by the Fund’s Previous Trustees.
 
In September 2017, the Previous Trustees approved the renewal of the repurchase program to allow the Fund to repurchase up to 10% of its outstanding common shares over the 12-month period ended October 9, 2018 (based on shares outstanding as of October 9, 2017). For the year ended August 31, 2018, the Fund repurchased 46,645 common shares for an aggregate purchase price of $419,079, which reflects a weighted-average discount from net asset value per share of 7.71%. The weighted-average discount reflects the payment of commissions by the Fund to execute repurchase trades.
 
For the period September 1, 2018 through October 9, 2018 there were no common shares repurchased.
 
The Fund completed an offering to purchase up to 55% of the Fund’s shares outstanding of the Fund at 99% of the net asset value (“NAV”) per common share on March 15, 2019. At the expiration of the offer on March 18, 2019, a total of 7,365,350 shares or approximately 56.96% of the Fund’s outstanding common shares were validly tendered. As the total number of shares tendered exceeded the number of shares the Fund offered to purchase and in accordance with the rules of the Securities and Exchange Commission allowing the Fund to purchase additional shares not to exceed 2% of the outstanding shares (approximately 258,607 shares) without amending or extending the offer, the Fund elected to purchase all shares tendered at a price of $9.25 per share (99% of the NAV of $9.34).
 

21

High Income Securities Fund


Notes to financial statements

Note 6: Market, credit and other risks
In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the contracting party to the transaction to perform (credit risk). The Fund may be exposed to additional credit risk that an institution or other entity with which the Fund has unsettled or open transactions will default. Investments in foreign securities involve certain risks, including those related to economic instability, unfavorable political developments, and currency fluctuations. The Fund may invest in higher-yielding, lower-rated bonds that may have a higher rate of default.
 
Note 7: Senior loan commitments
Senior loans are purchased or sold on a when-issued or delayed delivery basis and may be settled a month or more after the trade date, which from time to time can delay the actual investment of available cash balances; interest income is accrued based on the terms of the securities. Senior loans can be acquired through an agent, by assignment from another holder of the loan, or as a participation interest in another holder’s portion of the loan. When the Fund invests in a loan or participation, the Fund is subject to the risk that an intermediate participant between the Fund and the borrower will fail to meet its obligations to the Fund, in addition to the risk that the borrower under the loan may default on its obligations.  The Fund does not have any senior loan commitments outstanding as of the end of the fiscal year.
 
Note 8: Other Matters
Shareholders approved a proposal authorizing the Board of Trustees to take steps to cause the Fund to cease to be a registered investment company (RIC) if the Board determines to proceed.  A committee of the Board has been exploring potential acquisitions of controlling stakes in operating companies and other investments that are not securities.  Among other factors, the results of that exercise will assist the Board in determining whether the Fund should cease to be a RIC.
 
During this transitional period, the Board has determined that the Fund should continue to be internally managed and, within the parameters of its existing investment policies and restrictions, invest in securities that are likely to generate greater income (the “Transitional Investment Strategy”).  The primary focus of the Transitional Investment Strategy will be to acquire discounted shares of income-oriented closed-end investment companies and business development companies.  Despite ratification by shareholders of that plan in August 2019, our efforts have not borne fruit and the plan may be abandoned if we cannot identify an attractive acquisition opportunity in the near future.  A Transitional Investment Committee of the Board comprised of Phillip Goldstein, Andrew Dakos, and Rajeev Das is responsible for implementing the Transitional Investment Strategy.
 

22

High Income Securities Fund


Notes to financial statements

Accordingly, the information presented in this annual report with respect to the actions and results of the Fund are not meaningful in making any conclusions as to the future performance of the Fund whether or not it de-registers as an investment company in the future.
 
Note 9: Subsequent Events
The Board of Trustees has evaluated subsequent events after August 31, 2019 and through the date the financial statements were issued and determined there were no subsequent events that would require recognition or disclosure in financial statements.
 

23

High Income Securities Fund


Report of Independent Registered Public Accounting Firm
 

 
To the Shareholders and Board of Trustees of High Income Securities Fund
 
Opinion on the Financial Statements
 
We have audited the accompanying statement of assets and liabilities of the High Income Securities Fund (the “Fund”), including the schedule of investments, as of August 31, 2019, the related statement of operations for the year then ended, the statements of changes in net assets and financial highlights for each of the two years in the period then ended, and the related notes (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2019, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
The financial highlights for each of the three years in the period ended August 31, 2017 were audited by other auditors whose report dated October 19, 2017, expressed an unqualified opinion on those financial statements and financial highlights.
 
Basis for Opinion
 
These financial statements are the responsibility of the Fund’s management.  Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  We have served as the Fund’s auditor since 2018.
 
We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of August 31, 2019 by correspondence with the custodian.  We believe that our audits provide a reasonable basis for our opinion.
 
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
October 28, 2019
 

24

High Income Securities Fund


General information (unaudited)

The Fund
High Income Securities Fund (the “Fund”) is a diversified, closed-end management investment company whose common shares trade on the New York Stock Exchange (“NYSE”).  The Fund’s NYSE trading symbol is “PCF.”
 
Tax information
The Fund designated 3.61% of its ordinary income distribution for the year ended August 31, 2019, as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.
 
For the year ended August 31, 2019, 2.85% of dividends paid from net ordinary income qualified for the dividends received deduction available to corporate shareholders.
 
Annual meeting of shareholders held on August 21, 2019
The Fund held an annual meeting of shareholders on August 21, 2019 to vote on the following matters:
 
The presence, in person or by proxy, of shareholders entitled to cast a majority of the votes entitled to be cast at the Meeting (i.e., the presence of a majority of the shares outstanding on the record date of July 1, 2019) was necessary to constitute a quorum for the transaction of business. At the Meeting, the holders of approximately 85.565% of the outstanding shares as of the record date were represented  in person or by proxy (4,761,710 votes), thus constituting a quorum for the matters to be voted upon by all shareholders at the Meeting.
 
At the meeting, the vote on the election of the nominees as the Fund’s Trustees were approved, as follows:
 
Trustee Nominee
Votes For
Votes Withheld
Phillip Goldstein
3,960,908
800,802
Rajeev Das
4,044,312
717,398
Andrew Dakos
4,062,397
699,313
Richard Dayan
4,577,254
184,456
Gerald Hellerman
3,951,774
809,936
Ben H. Harris
4,577,254
184,456
Moritz Sell
4,568,303
193,407
25

High Income Securities Fund


General information (unaudited)

At the meeting, the vote to provide a non-binding advisory vote on whether the previously-approved proposal to change the nature of the Fund's business from being an investment company under the Investment Company Act of 1940, as amended (the "1940 Act") and to de-register the Fund as an investment company with the U.S. Securities and Exchange Commission (the "SEC") to permit the Fund to operate as a holding company continues to be in the best interests of the Fund was approved, as follows:
 
Votes For
Votes Against
% of Quorum
Votes Withheld
 1,013,650
256,097
21.29%
3,491,963

At the meeting, the vote to provide a non-binding advisory vote on whether the previously-approved proposal to reorganize the Fund from a Massachusetts business trust into a Delaware corporation continues to be in the best interests of the Fund was approved, as follows:
 
Votes For
Votes Against
% of Quorum
Votes Withheld
1,072,838
223,502
22.53%
3,465,370

Special meeting of shareholders held on January 22, 2019
The Fund held a special meeting of shareholders on January 22, 2019 to vote on the following matters:
 
The presence, in person or by proxy, of shareholders owning at least thirty percent of the shares entitled to be cast at the Meeting (i.e., the presence of a 30% of the shares outstanding on the record date of November 2, 2018) was necessary to constitute a quorum for the transaction of business.  At the Meeting, the holders of approximately 60.966% of the outstanding shares as of the record date were represented in person or by proxy (7,883,238 votes), thus constituting a quorum for the matters to be voted upon by all shareholders at the Meeting.
 
At the meeting, a proposal to change the nature of the Fund’s business from being an investment company under the Investment Company Act of 1940, as amended and to deregister the Fund as an investment company with the Securities and Exchange Commission to permit the Fund to operate as a holding company was approved, as follows:
 
Votes For
Votes against
% of Quorum
Votes withheld
7,386,876
374,496
93.70%
121,866

At the meeting, a proposal to approve the reorganization of the Fund from a Massachusetts business trust into a newly established Delaware corporation was approved, as follows:
 
Votes For
Votes against
% of Quorum
Votes withheld
7,041,173
337,642
89.32%
504,423
26

High Income Securities Fund


General information (unaudited)

Quarterly Form N-Q portfolio schedule
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q.  The Fund’s Forms N-Q are available on the SEC’s Web site at http://www.sec.gov and upon request by calling 1-888-898-4107.
 
Proxy voting policies, procedures and record
You may obtain a description of the Fund’s (1) proxy voting policies, (2) proxy voting procedures and (3) information regarding how the Fund voted any proxies related to portfolio securities during the most recent 12-month period ended June 30 for which an SEC filing has been made, without charge, upon request by contacting the Fund’s Shareholder Services at 1-888-898-4107, or on the EDGAR Database on the SEC’s Web site (http://www.sec.gov).
 

27

High Income Securities Fund


Supplemental information (unaudited)

The following table sets forth the trustees and officers of the Fund, their name, address, age, position with the Fund, term of office and length of service with the Fund, principal occupation or employment during the past five years and other directorships held at August 31, 2019.
 
   
Term of
 
Number of
 
   
Office
 
Portfolios
 
   
and
 
in Fund
Other
 
Position(s)
Length
Principal Occupation
Complex
Directorships
Name, Address
Held with
of Time
During the Past
Overseen
held by
and Age*
the Fund
Served
Five Years
by Trustee**
Trustee
INTERESTED TRUSTEES
           
Andrew Dakos***
President
1 year;
Member of Bulldog Investors,
1
Director, Brookfield
(53)
as of
Since
LLC since 2009; Principal of
 
DTLA Fund Office
 
July 2018.
2018
the general partner of several
 
Trust Investor, Inc.;
     
private investment partnerships
 
Director, Emergent
     
in the Bulldog Investors group
 
Capital, Inc. (until
     
of private funds.
 
2017); Trustee,
         
Crossroads
         
Liquidating Trust;
         
Director, Special
         
Opportunities
         
Fund, Inc.;
         
Chairman, Swiss
         
Helvetia Fund, Inc.;
         
Director, The
         
Mexico Equity and
         
Income Fund Inc.
         
(until 2015).
           
Phillip Goldstein***
Secretary
1 year;
Member of Bulldog Investors,
1
Chairman, The
(74)
as of
Since
LLC since 2009; Principal of
 
Mexico Equity and
 
July 2018.
2018
the general partner of several
 
Income Fund, Inc.;
     
private investment partnerships
 
Chairman, Special
     
in the Bulldog Investors group
 
Opportunities
     
of private funds.
 
Fund, Inc.; Director,
         
Brookfield DTLA
         
Fund Office Trust
         
Investor Inc.;
         
Director, MVC
         
Capital, Inc.;
         
Trustee, Crossroads
         
Liquidating Trust;
         
Director, Swiss
         
Helvetia Fund, Inc.;
         
Chairman,
         
Emergent Capital,
         
Inc. (until 2017).

28

High Income Securities Fund

Supplemental information (unaudited)

   
Term of
 
Number of
 
   
Office
 
Portfolios
 
   
and
 
in Fund
Other
 
Position(s)
Length
Principal Occupation
Complex
Directorships
Name, Address
Held with
of Time
During the Past
Overseen
held by
and Age*
the Fund
Served
Five Years
by Trustee**
Trustee
           
Rajeev Das***
1 year;
Principal of Bulldog
1
Director, The
(50)
 
Since
Investors, LLC
 
Mexico Equity &
   
2018
   
Income Fund, Inc.
 
INDEPENDENT TRUSTEES
           
Gerald Hellerman
1 year;
Chief Compliance Officer
1
Director, The
(82)
 
Since
of The Mexico Equity and
 
Mexico Equity and
   
2018
Income Fund, Inc. and
 
Income Fund, Inc.;
     
Special Opportunities Fund, Inc.
 
Director, Special
         
Opportunities
         
Fund, Inc.; Director,
         
MVC Capital, Inc.;
         
Trustee, Crossroad
         
Liquidating Trust;
         
Trustee, Fiera
         
Capital Series Trust;
         
Director, Swiss
         
Helvetia Fund, Inc.;
         
Director, Emergent
         
Capital, Inc. (until
         
2017); Director,
         
Ironsides Partners
         
Opportunity
         
Offshore Fund Ltd.
         
(until 2016).
           
Moritz Sell
1 year;
Founder and Principal of
1
Director, Aberdeen
(52)
 
Since
Edison Holdings GmbH and
 
Australia Equity
   
2018
Senior Advisor to Markston
 
Fund; Director,
     
International LLC.
 
Swiss Helvetia Fund,
         
Inc.; Director,
         
Aberdeen Global
         
Income Fund, Inc,;
         
Director, Aberdeen
         
Asia-Pacific Income
         
Fund, Inc.; Chairman,
         
Aberdeen
         
Singapore Fund
         
(until 2018);
         
Director, Aberdeen
         
Greater China Fund
         
(until 2018).
           

29

High Income Securities Fund


Supplemental information (unaudited)

   
Term of
 
Number of
 
   
Office
 
Portfolios
 
   
and
 
in Fund
Other
 
Position(s)
Length
Principal Occupation
Complex
Directorships
Name, Address
Held with
of Time
During the Past
Overseen
held by
and Age*
the Fund
Served
Five Years
by Trustee**
Trustee
Richard Dayan
1 year;
Owner of CactusTrading.
1
Director, Swiss
(76)
 
Since
   
Helvetia Fund, Inc.;
   
2018
   
Director, Emergent
         
Capital Inc.
         
(until 2017).
           
Ben Harris
1 year;
Chief Executive Officer of HHI,
1
Director, Special
(50)
 
Since
LLC; Principal of NBC Bancshares,

Opportunities
   
2018
LLC; Chief Executive Officer of
 
Fund, Inc.
     
Crossroads Capital, Inc.;
   
     
Administrator of Crossroads
   
     
Liquidating Trust.
   
           
OFFICERS
           
Andrew Dakos***
President
1 year;
Member of Bulldog Investors,
n/a
n/a
(53)
as of
Since
LLC; Principal of the general
   
 
July 2018.
2018
partner of several private
   
     
investment partnerships in the
   
     
Bulldog Investors group of funds.
   
           
Thomas Antonucci***
Treasurer
1 year;
Director of Operations of
n/a
n/a
(50)
as of
Since
Bulldog Investors, LLC.
   
 
July 2018.
2018
     
           
Phillip Goldstein***
Secretary
1 year;
Member of Bulldog Investors,
n/a
n/a
(74)
as of
Since
LLC; Principal of the general
   
 
July 2018.
2018
partner of several private
   
     
investment partnerships in the
   
     
Bulldog Investors group of funds.
   
           
Stephanie Darling***
Chief
1 year;
General Counsel and Chief
n/a
n/a
(49)
Compliance
Since
Compliance Officer of Bulldog
   
 
Officer
2018
Investors, LLC; Principal, the
   
 
as of
 
Law Office of Stephanie Darling;
   
 
July 2018.
 
Editor-In-Chief, the Investment
   
     
Lawyer.
   

*
 
The address for all trustees and officers is c/o High Income Securities Fund, 615 East Michigan Street, Milwaukee, WI 53202.
**
 
The Fund Complex is comprised of only the Fund.
***
 
Messrs. Dakos, Goldstein, Das, 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 Bulldog Investors, LLC and their positions as officers of the Fund.


30

High Income Securities Fund


Privacy policy notice

The following is a description of the Fund’s policies regarding disclosure of nonpublic personal information that you provide to the Fund or that the Fund collects from other sources.  In the event that you hold shares of the Fund through a broker-dealer or other financial intermediary, the privacy policy of the financial intermediary would govern how your nonpublic personal information would be shared with unaffiliated third parties.
 
CATEGORIES OF INFORMATION THE FUND COLLECTS.  The Fund collects the following nonpublic personal information about you:
 
 
1.
Information from the Consumer: this category includes information the Fund receives from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and
     
 
2.
Information about the Consumer’s transactions: this category includes information about your transactions with the Fund, its affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).

CATEGORIES OF INFORMATION THE FUND DISCLOSES.  The Fund does not disclose any nonpublic personal information about their current or former shareholders to unaffiliated third parties, except as required or permitted by law.  The Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.
 
CONFIDENTIALITY AND SECURITY.  The Fund restricts access to your nonpublic personal information to those persons who require such information to provide products or services to you.  The Fund maintains physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.
 
This privacy policy notice is not a part of the shareholder report.
 

 
31








 (This Page Intentionally Left Blank.)
 





 

Transfer Agent and Registrar,
Fund Administrator and Fund Accountant
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI  53202

Custodian
U.S. Bank, N.A.
Custody Operations
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI  53212

Fund Counsel
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY  10174

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 South 16th Street, Suite 2900
Philadelphia, PA  19102

Board of Trustees
Andrew Dakos
Phillip Goldstein
Ben Harris
Gerald Hellerman
Rajeev Das
Moritz Sell
Richard Dayan















High Income Securities Fund
1-888-898-4107


Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. The registrant has not made any amendments to its code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Richard Dayan is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  “Other services” provided by the principal accountant were an assessment.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant. The principal accountant for the fiscal years ended August 31, 2018 and August 31, 2019 was Tait, Weller & Baker LLP (“TW”). Additional fees for the fiscal year end August 31, 2018 were incurred by PricewaterhouseCoopers LLP (“PwC”).

 
FYE  8/31/2019
FYE  8/31/2018
Audit Fees
$31,000 (TW)
$22,000 (TW)
$990 (PwC)
Audit-Related Fees
$-
$-
Tax Fees
$3,300 (TW)
$3,000 (TW)
All Other Fees
$-
$170 (PwC)


The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by PricewaterhouseCoopers LLP (“PwC”) and Tait, Weller & Baker LLP for the years ended August 31, 2018 and August 31, 2019, respectively, applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 
FYE  8/31/2019
FYE  8/31/2018
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.  The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees
FYE  8/31/2019
FYE  8/31/2018
Registrant
$0
$5,250
Registrant’s Investment Adviser
$0
$0

Item 5. Audit Committee of Listed Registrants.

The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act.  The independent members of the committee are as follows: Gerald Hellerman, Moritz Sell, and Richard Dayan.

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

HIGH INCOME SECURITIES FUND

PROXY VOTING POLICY

The Board of Trustees has delegated the voting of proxies with respect to securities owned by the Fund to the Investment Committee.

Proxy Voting Policies

The Investment Committee generally analyzes the proxy statements of issuers of stock owned by the Fund, as necessary and votes proxies on behalf of the Fund.

The Investment Committee’s decisions with respect to proxy issues are made in light of the anticipated impact of the issue on the value of the investment.  Proxies are voted solely in the interests of Fund shareholders.

Proxy Voting Procedures

In evaluating proxy statements, the Investment Committee relies upon its own fundamental research, and information presented by company management and others.  It does not delegate its proxy voting responsibility to a third party proxy voting service.

Proxy Voting Guidelines

The Fund will generally vote proxies in favor of proposals that, in the opinion of the members of the Investment Committee, seek to enhance shareholder value and shareholder democracy.

With respect to proxies of closed-end investment companies held by the Fund, in order to comply with Section 12(d) of the Investment Company Act of 1940, the Fund will “mirror vote” all such proxies received by the Fund, unless the Investment Committee deems it appropriate to seek instructions from Fund shareholders with regard to such vote. In such circumstances, the Fund will vote such proxies as determined by a majority of the proxy voting instructions received by shareholders.

Form N-PX/Annual Report of Proxy Voting Record
 
Policy:  Form N-PX is used by funds to file reports with the SEC containing the Fund’s proxy voting record for the most recent 12-month period ended December 31.  The Form must be filed no later than August 31 of each year.  The following information must be collected for the Fund in order to complete and file Form N-PX:
 
1.
 
The name of the issuer of the portfolio security;
2.
 
The exchange ticker symbol of the portfolio security;
3.
 
The CUSIP number (may be omitted if it is not available through reasonably practicable means);
 
4.
 
The shareholder meeting date;
 
5.
 
A brief description of the matter voted on;
 
6.
 
Whether the matter was proposed by the issuer or the security holder;
 
7.
 
Whether the Fund cast its vote on the matter;
 
8.
 
How the Fund cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
 
9.
 
Whether the Fund cast its vote for or against management.
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Information is presented as of October 31, 2019

(a)(1):

The Fund is managed by its Transitional Investment Committee, which is comprised of Phillip Goldstein, Andrew Dakos, and Rajeev Das. The business experience of Messrs. Goldstein, Dakos, and Das during the past 5 years is as follows:

Phillip Goldstein: Managing Member of Bulldog Investors, LLC since its inception in October 2009. Mr. Goldstein also is a member of Bulldog Holdings, LLC, the owner of several entities serving as the general partner of several private investment partnerships in the Bulldog Investors group of funds, and the owner of Kimball & Winthrop, LLC, the managing general partner of Bulldog Investors General Partnership, since 2012.  He is a director of the following closed-end funds: Swiss Helvetia Fund, Inc. since 2018, Special Opportunities Fund, Inc. since 2009, and Mexico Equity and Income Fund since 2000.  He also is a director of: MVC Capital, Inc., a business development company, since 2012, Brookfield DTLA Fund Office Trust Investor, a subsidiary of a large commercial real estate company, since 2017, and is a trustee of Crossroads Liquidating Trust (f/k/a Crossroads Capital, Inc., a business development company), since 2016. He served as a director of Emergent Capital, Inc. (f/k/a Imperial Holdings, Inc.), a specialty finance company, from 2012-2017.

Andrew Dakos: Managing Member of Bulldog Investors, LLC since its inception in October 2009. Mr. Dakos also is a member of Bulldog Holdings, LLC, the owner of several entities serving as the general partner of several private investment partnerships in the Bulldog Investors group of funds, and the owner of Kimball & Winthrop, LLC, the managing general partner of Bulldog Investors General Partnership, since 2012.  He has served as a director of Special Opportunities Fund, Inc., a closed-end fund, since 2009, the Mexico Equity and Income Fund, a closed-end fund, from 2001-2015, Emergent Capital, Inc. (f/k/a Imperial Holdings, Inc.), a specialty finance company, from 2012-2017, Swiss Helvetia Fund, Inc., a closed-end fund, since 2017, Brookfield DTLA Fund Office Trust Investor, a subsidiary of a large commercial real estate company, since 2017, and as a trustee of Crossroads Liquidating Trust (f/k/a Crossroads Capital, Inc., a business development company), since 2015.

Rajeev Das: Head Trader of Bulldog Investors, LLC since its inception in October 2009. Since 2004, Mr. Das has been a Principal of the entities serving as the general partner of the private investment partnerships in the Bulldog Investors group of funds. He has been a director of The Mexico Equity and Income Fund, Inc., a closed-end fund, since 2001. Mr. Das provides investment research and analysis. Mr. Das buys and sells securities for the Fund’s portfolio under the supervision of Mr. Goldstein and Mr. Dakos.

 (a)(2):  Information is provided as of August 31, 2019 (per instructions to paragraph (a)(2).

(i) Phillip Goldstein, Andrew Dakos and Rajeev Das
(ii) Number of other accounts managed by Mr. Goldstein, Mr. Dakos and Mr. Das within each of the following categories:
(A) Registered investment companies:  1
(B) Other pooled investment vehicles:  6
(C) Other accounts:  67
(iii)  Number of other pooled investment vehicles, and total assets therein, with respect to which the advisory fee is based on the performance of the account: 6 pooled investment vehicles; $11.2 million (estimated). Number of “other accounts,” and total assets therein, with respect to which the advisory fee is based on the performance of the account:  2 other accounts; $25.5 million (estimated).

(iv) Certain conflicts of interest may arise in connection with the Transitional Investment Committee’s management of the Fund’s portfolio and the portfolios of other accounts managed by members of the Transitional Investment Committee.  For example, certain inherent conflicts of interest exist in connection with managing accounts that pay a performance-based fee or allocation alongside an account that does not.  These conflicts may include an incentive to favor such accounts over the Fund because the investment advisor of such accounts can potentially receive greater fees from accounts paying a performance-based fee than from the Fund.  As a result, certain members of the Transitional Investment Committee may have an incentive to direct their best investment ideas to, or allocate or sequence trades in favor of such accounts.  In addition, in cases where the investment strategies are the same or very similar, various factors (including, but not limited to, tax considerations, amount of available cash, and risk tolerance) may result in substantially different portfolios in such accounts.

(a)(3): The members of the Transitional Investment Committee are compensated by the Registrant for their positions on the Transitional Investment Committee in the amount of $100,000 each for Phillip Goldstein and Andrew Dakos, and $50,000 for Rajeev Das on an annual basis paid monthly in advance.

(a)(4):  Information is provided as of August 31, 2019 (per instructions to paragraph (a)(4)).

As of August 31, 2019, Mr. Goldstein beneficially owns 150,000 shares (held Directly) and 106 shares (held Indirectly) of common stock of the Registrant; Mr. Dakos beneficially owns 70,000 shares (held Directly) and 106 shares (held Indirectly) of common stock of the Registrant; and Mr. Das beneficially owns no shares of common stock of the Registrant.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Period
(a)
Total Number of Shares (or Units)
Purchased
(b)
Average Price Paid per Share (or Unit)
(c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
March 1 – March 31, 2019
7,365,350(1)
 
9.25
7,365,350
N/A
April 1 - April 30, 2019
-
-
-
N/A
May 1- May 31, 2019
-
-
-
N/A
June 1 – June 30, 2019
-
-
-
N/A
July 1 – July 31, 2019
-
-
-
N/A
August 1 – August 31, 2019
-
-
-
N/A
Total
7,365,350
9.25
7,365,350
N/A
1) On February 8, 2019, the Fund announced that it was offering to purchase approximately 55% of its outstanding shares, or 7,111,696 of its issued and outstanding shares. The offer commenced on February 8, 2019 and expired at 5:00 pm Eastern time on March 18, 2019. A total of 7,365,350 shares or approximately 56.96% of the Fund’s outstanding shares were validly tendered. In accordance with the rules of the Securities and Exchange Commission (allowing the Fund to purchase additional shares not to exceed 2% of the outstanding shares without amending or extending the offer), the Fund elected to purchase all validly tendered shares at $9.25 per share or 99% of $9.34 (the Fund’s NAV on March 18, 2019).

Item 10. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 11. Controls and Procedures.

(a)
The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

The registrant did not engage in securities lending activities during the fiscal year reported on this Form N-CSR.

Item 13. Exhibits.

(a)
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the registrant’s Form N-CSR filed on November 7, 2018.

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  None.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

(b)
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.  Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  High Income Securities Fund 

By (Signature and Title)* /s/ Andrew Dakos
  Andrew Dakos, President

Date    October 28, 2019



Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Andrew Dakos
  Andrew Dakos, President

Date    October 28, 2019


By (Signature and Title)* /s/ Thomas Antonucci
  Thomas Antonucci, Treasurer

Date    October 28, 2019


* Print the name and title of each signing officer under his or her signature.