UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) of the
OF THE SECURITIES EXCHANGE ACT OFSecurities Exchange Act of 1934 (Amendment
(Amendment No.)
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
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Insight Select Income Fund
(Name of Registrant as Specified in its Charter)
Not Applicable
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☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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INSIGHT SELECT INCOME FUND
200 PARK AVENUE, 7TH7TH FLOOR
NEW YORK, NY 10166
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 202115, 2023
New York, New York
May 15, 2023
May 17, 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 23, 2021.15, 2023. The proxy statement and annual report to shareholders are available at the respective websites listed below or by calling the Insight Select Income Fund at 1-866-333-6685.
Annual Report: | https://www.insightinvestment.com/globalassets/documents/us-redesign-documents/insight-select-income/fund-information/insight-select-income-fund-annual-report.pdf |
Proxy Statement: | https://www.insightinvestment.com/globalassets/documents/us-redesign-documents/insight-select-income/fund-information/insight-select-income-fund-proxy-statement.pdf |
TO THE SHAREHOLDERS OF
INSIGHT SELECT INCOME FUND:
The Annual Meeting of Shareholders of Insight Select Income Fund (the “Fund”) will be held on June 23, 202115, 2023 at 10:30 a.m. (Eastern time), at the offices of Troutman Pepper Hamilton Sanders LLP, 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania (the “Annual Meeting”). In light of public health concerns regarding the coronavirus outbreak, theThe Annual Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting: www.meetingcenter.io/278919281 at the meeting date and time described in the accompanying proxy statement. The password for the meeting is INSI2021. To participate in the Annual Meeting, you will need to log on using the control number from your proxy card. The control number can be found in the shaded box. There is no physical location for the Annual Meeting.
The Annual Meeting is being held for the following purposes:
1. | To elect four Trustees for the Fund; and |
2. | To transact such other business as may properly come before the meeting and any adjournments thereof. |
The subjects referred to above are discussed in detail in the Proxy Statement accompanying this notice. Each shareholder is invited to attend the Annual Meeting virtually.in person. Shareholders of record at the close of business on April 19, 20213, 2023 are entitled to notice of and to vote at the meeting. If you cannot be present at the Annual Meeting, virtually, we urge you to fill in, sign, and promptly return the enclosed proxy card, or to vote via the Internet, in order that the Annual Meeting can be held without additional expense and a maximum number of shares may be voted.
By order of the Board of Trustees,
INSIGHT SELECT INCOME FUND 200 PARK AVENUE, NEW YORK, NY 10166 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Insight Select Income Fund (the “Fund” or “we”) for use at the Annual Meeting of Shareholders of the Fund to be held on June
A Notice of Annual Meeting of Shareholders and proxy card accompany this Proxy Statement and were first sent or delivered to shareholders on or about May In addition to the solicitation of proxies by mail, proxies also may be solicited by telephone, personal interview or via the Internet. The Fund has also requested brokers, dealers, banks or voting trustees, or their nominees, to forward proxy material to the beneficial owners of the Fund’s shares of beneficial THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE NUMBER OF SHARES REPRESENTED THEREBY AS DIRECTED OR, IN THE ABSENCE OF SUCH DIRECTION, FOR ALL OF THE INCUMBENT NOMINATED TRUSTEES AND THE TRANSACTION OF SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. The Fund’s On April The Fund’s most recent Annual Report, including audited financial statements for the fiscal year ended March 31, PROPOSAL 1: ELECTION OF TRUSTEES Four Trustees are to be elected at the Annual Meeting to constitute the entire Board of Trustees, and to hold office until the next annual meeting or until their successors shall have been elected and shall have qualified. Except as otherwise directed on the proxy card, it is the intention of the persons named on the proxy card to vote FOR the election of the trustees named below, each of whom has consented to being named in this proxy statement and to serve if elected. If any of the nominees is unavailable to serve for any reason, the persons named as proxies will vote for such other nominee or nominees nominated by those Trustees who are not “interested persons” of the Fund as defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Fund currently knows of no reason why any of the trustees listed below would be unable or unwilling to serve if elected. All of the following nominees are currently Trustees of the Fund whose terms expire upon their election at the next Annual Meeting or when their successors are elected and qualify. Officers of the Trust serve until death, resignation or removal. Certain information regarding each of the nominees as well as the current Trustees and executive officers of the Fund is set forth below. Unless otherwise noted, the mailing address of each Trustee and executive officer is c/o Insight North America LLC (herein referred to as “INA” or the “Adviser”), 200 Park Avenue, 7th Floor, New York, NY 10166.
Additional Information Concerning the Board of Trustees The Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Board possesses the requisite skills and attributes. The Board believes that the Trustees’ ability to review, critically evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion.
Each Trustee of the Fund is not an “interested person” (as defined in the 1940 Act) of the Fund (such Trustees who are not interested persons of the Fund being referred to as the “Independent Trustees”).
Trustee Qualification The following is a brief discussion of the experience, qualifications, attributes and/or skills that led to the Board of Trustees’ conclusion that each individual identified below is qualified to serve as a Trustee of the Fund. In determining that a particular Trustee was qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which was controlling. The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support the conclusion that each Trustee is qualified to serve as a Trustee of the Fund. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee: Mr. Brown, business, accounting and finance expertise and experience as a president, board member and/or executive officer of various businesses; Ms. Harvey, business and finance expertise, including fixed income investment management experience, and experience as a senior vice president, chairperson, principal and/or board member of various businesses and non-profit and other organizations; Mr. Spock, business and finance expertise and experience as an executive vice president, vice president and chief financial officer of various businesses; and Ms. Welsh, business, finance and accounting expertise, experience as a college treasurer and chief financial officer, and experience as a board and/or investment committee member of various non-profit organizations. References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the Securities and Exchange Commission (“SEC”), do not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof. In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate, and appropriately diverse, skills and experience to oversee the business of the Trust. The Board has determined that its leadership structure is appropriate given the business and nature of the Fund. The Chairman of the Board is an Independent Trustee. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board of Trustees and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board of Trustees. The Chairman also presides at all meetings of the Board of Trustees and acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board of Trustees from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-Laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. The Board also considered that the chairperson of each Board committee is an Independent Trustee, which yields similar benefits with respect to the functions and activities of the various Board committees. Through the committees, the Independent Trustees consider and address important matters involving the Fund, including those presenting conflicts or potential conflicts of interest for management. The Independent Trustees also regularly meet outside the presence of management with counsel to the Fund. The Board has determined that its committees help ensure that the Fund has effective and independent governance and oversight. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Fund management.
Trustees Attendance At Meetings The Board held four regular meetings and two special meetings during the Fund’s fiscal year ended March 31,
the fiscal year ended March 31, Audit Committee The Board has an Audit Committee and has adopted a written charter for the Audit Committee, available at the Fund’s website at https://www.insightinvestment.com/globalassets/documents/us-redesign-documents/insight-select-income/fund-information/insi-audit-committee-charter.pdf. The Audit Committee of the Board currently consists of Mr. Brown, Ms. Harvey, Mr. Spock and Ms. Welsh, each of whom is an “independent” member of the Board, as that term is defined by the New York Stock Exchange’s listing standards, and also a The Audit Committee reviews the scope of the audit by the Fund’s independent accountants, confers with the independent accountants with respect to the audit and the internal accounting controls of the Fund and with respect to such other matters as may be important to an evaluation of the audit and the financial statements of the Fund. The Audit Committee also selects and retains the independent accountants for the Fund. During the fiscal year ended March 31, Nominating Committee The Board has a Nominating Committee and has adopted a written charter for the Nominating Committee, available at the Fund’s website at https://www.insightinvestment.com/globalassets/documents/us-redesign-documents/insight-select-income/fund-information/insi-nominating-committee-charter.pdf. The Nominating Committee of the Board currently consists of Mr. Brown, Ms. Harvey, Mr. Spock and Ms. Welsh, none of whom is an “interested person” of the Fund. Each member of the Nominating Committee also is an “independent” Trustee, as that term is defined by the New York Stock Exchange’s listing standards. The Nominating Committee held The Nominating Committee recommends nominees for Trustees and officers of the Fund for consideration by the full Board of Trustees. The Nominating Committee also periodically reviews the appropriateness of the compensation paid to the Independent Trustees and recommends any changes in compensation to the full Board. The Fund does not currently have a written policy with regard to shareholder nominations for Trustee. The absence of such a policy does not mean, however, that a shareholder recommendation would not have been considered had one been received in a timely manner as determined by the Committee. In evaluating Trustee nominees, the Nominating Committee considers the following factors: (i) the appropriate size and composition of the Board; (ii) whether the person is an “interested person” of the Fund as defined in Section 2(a)(19) of the 1940 Act; (iii) the needs of the Fund with respect to the particular talents and experience of its Trustees; (iv) the knowledge, skills and experience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; (v) experience with accounting rules and practices; (vi) whether the person has attained the
The Board, upon the recommendation of the Nominating Committee, has adopted a
Other than the foregoing, there are no stated minimum criteria for Trustee nominees, although the Nominating Committee may also consider such other factors as they may deem to be in the best interests of the Fund and its shareholders. The Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. If the Nominating Committee determines that an additional Trustee is required, the entire Board is polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. It is not the present intention of the Nominating Committee to engage third parties to identify or evaluate or assist in identifying potential nominees, although the Nominating Committee reserves the right to do so in the future. Shareholder Communications with Trustees Shareholders and other interested parties may contact the Board or any member of the Board by mail. To communicate with the Board or any member of the Board correspondence should be addressed to the Board or the Board members with whom you wish to communicate by either name or title. All such correspondence should be sent to the principal place of business of the Fund, c/o Insight Select Income Fund, 200 Park Ave, 7th Floor, New York, NY 10166. Trustee and Executive Officer Compensation For the fiscal year ended March 31,
Ownership of Fund Securities The following table includes the ownership of Fund
None of the Independent Trustees, and no immediate family member of any Independent Trustee, owns securities of the Fund’s investment adviser, or any control person of the Fund’s investment adviser. As of the Record Date, the Trustees and nominees for Trustee and executive officers (9
Required Vote Forty percent (40%) of the Shares entitled to vote on a matter shall constitute a quorum at a meeting of the shareholders. Any meeting of shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. If a quorum is present, a plurality of all votes cast at the meeting is sufficient for the election of Trustees, which means that the candidates receiving the highest number of votes shall be elected. Abstentions and broker non-votes will not be counted for or against any proposal to which they relate, but will be counted for purposes of determining whether a quorum is present. ADDITIONAL INFORMATION INFORMATION ABOUT ATTENDING THE MEETING Instructions regarding how to vote via the Internet are included on the proxy card. The required control number for Internet voting is printed on the proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, shares are voted in accordance with the proxy card bearing the latest date. Only shareholders or their duly appointed proxy holders can attend the Annual Meeting
INFORMATION REGARDING THE FUND’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Tait, Weller & Baker LLP (“Tait Weller”), Two Liberty Place, 50 South 16th Street, Suite 2900, Philadelphia, Pennsylvania 19103, has been selected to serve as the Fund’s independent accountants for the Fund’s fiscal year ending March 31, REPORT OF THE AUDIT COMMITTEE During the fiscal year ended March 31, The Audit Committee of the Board: W. Thacher Brown
Set forth in the table below are audit fees and non-audit related fees billed to the Fund by Tait Weller for professional services received during and for the Fund’s fiscal years ended March 31, Audit-Related Fees are fees related to assurance and related services related to the annual audit of the Fund and for review of the Fund’s financial statements, other than the Audit Fees described below. These include agreed upon procedures reports performed for rating agencies and the issuance of comfort letters. Tax Fees are fees associated with tax compliance, tax advice and tax planning, including federal, state and local income tax return preparation and related advice and determination of taxable income and miscellaneous tax advice. All Other Fees are fees related to products and services other than those services reported below under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
The Fund’s Audit Committee charter requires that the Audit Committee shall pre-approve all auditing services and permitted non-audit services (including the fees for such services and terms thereof) to be performed for the Fund by its independent public accountants in one of two methods. Under the first method, the engagement to render the services would be entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided (i) the policies and procedures are detailed as to the services to be performed, (ii) the Audit Committee is informed of each service, and (iii) such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the Fund’s management. Under the second method, the engagement to render the services would be presented to and pre-approved by the Audit Committee (subject to the de Investment Adviser, Administrator and Transfer Agent Insight North America LLC (“INA”), 200 Park Ave, 7th Floor, New York, NY 10166, serves as the Fund’s investment adviser. BNY Mellon Investment Servicing (U.S.) Inc. provides certain administrative services to the Fund. INA is a Delaware corporation and is an investment adviser registered under the Investment Advisers Act of 1940. INA is an indirect wholly-owned subsidiary of The Bank of New York Mellon, which is a New York state-chartered bank that is regulated by the New York Department of Financial Services and is a member of the Federal Reserve System. The Bank of New York Mellon has principal offices at 225 Liberty Street, New York, NY 10286. Bank of New York Mellon Corporation is the parent company of The Bank of New York Mellon. Computershare Investor Services is the transfer agent for the Fund, with principal offices located at 462 South 4th Street, Suite 1600, Louisville, KY, 40202. Delinquent Section 16(a) Section 30(h) of the 1940 Act and Section 16(a) of the
Fund’s knowledge, based
Beneficial Owners Based upon the Fund’s review of filings made pursuant to Section 13 of the Exchange Act, as of the Record Date,
* As stated in Schedule 13G/A filed with ** As stated in Schedule 13G/A filed with the SEC on February 14, 2023. ⸸ As stated in Schedule 13G/A filed with the SEC on January 23, 2023, First Trust Portfolios L.P., First Trust Advisors L.P. and the Charger Corporation share beneficial ownership of, ⸸⸸ As stated in Schedule 13G/A filed with the
As of the Record Date, Cede & Co. held approximately Each Trustee’s individual shareholdings of the Fund constituted less than 1% of the outstanding shares of the Fund, and as a group, the Trustees and officers of the Fund owned less than 1% of the shares of the Fund. Shareholder Proposals Proposals intended to be presented by shareholders for consideration at the
than one that will be included in the Fund’s proxy materials, must notify the Fund no later than
Other Matters Neither the Board of Trustees nor management know of any matters to be presented at the Annual Meeting other than those mentioned in this Proxy Statement. If any other business should come before the meeting, the proxies will vote thereon in accordance with their best judgment.
Dated: May IF YOU CANNOT ATTEND THE ANNUAL MEETING,
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