UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Insight Select Income Fund

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

INSIGHT SELECT INCOME FUND

200 PARK AVENUE, 7TH7^TH FLOOR

NEW YORK, NY 10166

NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERS

NOVEMBER 5, 2020JUNE 22, 2022

New York, New York

September 28, 2020May 16, 2022

Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting of Shareholders to be held on November 5, 2020.June 22, 2022. 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.

TO THE SHAREHOLDERS OF

INSIGHT SELECT INCOME FUND:

A SpecialThe Annual Meeting of Shareholders of Insight Select Income Fund (the “Fund”) will be held on November 5, 2020June 22, 2022 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 “Special“Annual Meeting”). Due to the public health impact of the coronavirus, or COVID-19, we are planning for the possibility that we may need to switch to an alternative method of holding the meeting, such as a virtual meeting, held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance via a press release and the filing of necessary proxy materials with the Securities and Exchange Commission.

Notice is hereby given that the SpecialThe Annual Meeting is beingwill be held for the following purposes:

The Board of Trustees recommends that you vote FOR each Proposal identified in this Proxy Statement.

In light of public health concerns regarding the coronavirus outbreak, the Special Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the Special Meeting online, vote your shares electronically and submit your questions. Please register by sending an email to attendameeting@astfinancial.com and providing the control number and address of record listed on your voting information form. The control number can be found in the shaded box. There is no physical location for the Special Meeting. Instructions to attend the meeting will be provided once your information is received.

In order for beneficial owners of shares registered in the name of a broker, bank, or other nominee to attend, participate, and vote at the virtual Special Meeting, you must first obtain a legal proxy from the relevant broker, bank, or other nominee and then register your attendance ahead of the Special Meeting. You may register by sending an email to attendameeting@astfinancial.com. Only Shareholders of the Fund will be able to join the Meeting.

The purposessubjects referred to above are discussed in detail in the Proxy Statement accompanying this notice. Each shareholder is invited to attend the SpecialAnnual Meeting virtually.in person. Shareholders of record at the close of business on September 10, 2020April 19, 2022 are entitled to notice of and to vote at the meeting. If you cannot be present at the SpecialAnnual Meeting, virtually, we urge you to fill in, sign, and promptly return the enclosed proxy card, or to vote via the Internet, or by telephone, in order that the SpecialAnnual Meeting can be held without additional expense and a maximum number of shares may be voted.

By order of the Board of Trustees,

Clifford CorsoGuatam Khanna

President, Insight Select Income Fund

INSIGHT SELECT INCOME FUND

200 PARK AVENUE, 7TH7^TH FLOOR

NEW YORK, NY 10166

PROXY STATEMENT

QUESTIONS AND ANSWERS

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INSIGHT SELECT INCOME FUND

200 PARK AVENUE, 7TH FLOOR

NEW YORK, NY 10166

PROXY STATEMENT

SPECIALANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2020JUNE 22, 2022

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 SpecialAnnual Meeting of Shareholders of the Fund to be held on November 5, 2020,June 22, 2022, at 10:30 a.m. (Eastern time)Time), at the offices of Troutman Pepper Hamilton Sanders LLP, 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania, and at any adjournments thereof (the “Meeting”“Annual Meeting”). The Board is seeking your vote for the approval of (1) an amendment to the investment advisory agreement between Insight North America LLC (the “Adviser”) and the Fund to compensate the Adviser based on managed assets; (2) revisions to the Fund’s fundamental investment policies related to borrowing money; and (3) revisions to the Fund’s other fundamental investment policies required by the Investment Company Act of 1940 (the “1940 Act”) and the elimination of the Fund’s fundamental investment policies not required by the 1940 Act or other applicable laws. These proposals are designed, in part, to modernize the Fund’s investment policies and operations and make the Fund a more attractive investment alternative in a competitive marketplace.

Specifically, the Adviser has proposed establishing a credit facility secured by the Fund’s assets from which the Fund could borrow money to be invested pursuant to the Fund’s existing investment strategy. The proposed changes would permit the Fund to borrow at a higher level than is currently permitted by its investment policies and provide the flexibility to borrow from lenders other than banks. In order to implement this strategy in the manner recommended by the Adviser and to the extent permitted by the 1940 Act, shareholders are being asked to approve revisions to the Fund’s fundamental investment policies with respect to borrowing money. In addition, shareholders are being asked to approve the revision or elimination of the Fund’s other fundamental investment policies that will modernize the Fund’s fundamental investment policies, which were adopted by the Fund at its inception nearly 50 years ago. Finally, the Adviser seeks to be compensated based on the Fund’s assets including any proceeds from borrowing or the issuance of senior securities under its management regardless of its source (borrowing, issuance of debt or preferred securities or paid-in capital).

In light of public health concerns regarding the coronavirus outbreak, the Special Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the Special Meeting online, vote your shares electronically and submit your questions. Please register by sending an email to attendameeting@astfinancial.com and providing the control number and address of record listed on your voting information form. The control number can be found in the shaded box. There is no physical location for the Special Meeting. Instructions to attend the meeting will be provided once your information is received.

In order for beneficial owners of shares registered in the name of a broker, bank, or other nominee to attend, participate, and vote at the virtual Special Meeting, you must first obtain a legal proxy from the relevant broker, bank, or other nominee and then register your attendance ahead of the Special Meeting. You may register by sending an email to attendameeting@astfinancial.com. Only Shareholders of the Fund will be able to join the Meeting.

If you plan to attend the Special Meeting virtually on the Internet, you must register by following the instructions contained in the “INFORMATION ABOUT ATTENDING THE MEETING” section of this Proxy Statement.

A Notice of SpecialAnnual Meeting of Shareholders and proxy card accompany this Proxy Statement and were first sent or delivered to shareholders on or about September 28, 2020.May 16, 2022.

Due to the public health impact of the coronavirus, or COVID-19, we are planning for the possibility that we may need to switch to an alternative method of holding the meeting, such as a virtual meeting, held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance via a press release and the filing of necessary proxy materials with the Securities and Exchange Commission (“SEC”).

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

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nominees, to forward proxy material to the beneficial owners of the Fund’s shares of beneficial interest. The enclosed proxy is revocable by you at any time prior to the exercise thereof by submitting a written notice of revocation or subsequently executed proxy to the Secretary of the Fund before or at the SpecialAnnual Meeting. Voting via the Internet or signing and mailing the proxy will not affect your right to give a later-dated proxy or to attend the SpecialAnnual Meeting and vote your shares virtually.in person. There is no shareholder statutory right of appraisal or dissent with respect to any matters to be voted on at the SpecialAnnual Meeting. The cost of soliciting proxies will be bornepaid by the Fund and the Adviser equally.Fund.

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 PROPOSALSINCUMBENT NOMINATED TRUSTEES AND THE TRANSACTION OF SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENT THEREOF.

The Fund’s shares of beneficial interest trade on the New York Stock Exchange under the ticker symbol “INSI.”

On September 10, 2020,April 19, 2022, the record date for determination of shareholders entitled to receive notice of and to vote at the SpecialAnnual Meeting (the “Record Date”), there were 10,710,034.72810,713,410.73 shares of beneficial interest of the Fund issued and outstanding, each of which is entitled to one vote, constituting all of the Fund’s then outstanding voting securities.

The Fund’s most recent Annual Report, including audited financial statements for the fiscal year ended March 31, 2020, has been mailed to shareholders and2022 is also available upon request without charge by writing to the Fund at the address set forth above or by calling the Fund at 1-866-333-6685.

PROPOSAL 1: ELECTION OF TRUSTEES

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INSIGHT SELECT INCOME FUND

200 PARK AVENUE, 7TH FLOOR

NEW YORK, NY 10166

INTRODUCTION

TheFour 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 (the “Board”), at the recommendation of Insight North America LLC, the investment adviser (the “Adviser”) to Insight Select Income Fund (the “Fund”), approved a changeas defined in the Fund’s investment strategy to allow the use of leverage by the Fund to the extent permitted by the 1940 Act; however, before the Fund can implement its change in strategy, a change to the Fund’s fundamental investment policy with respect to borrowing money requires the approval of Shareholders. Specifically, the Adviser has proposed establishing a credit facility secured by the Fund’s assets from which the Fund could borrow money to be invested pursuant to the Fund’s existing investment strategy.

At the recommendation of the Fund’s investment adviser, Insight North America LLC (the “Adviser”), the Board of Trustees of the Fund approved, subject to shareholder approval, (i) a change in the Fund’s investment strategy and its fundamental investment policy regarding borrowing to allow the Fund to borrow money to the extent permitted by the Investment Company Act of 1940, as amended (the “1940(“1940 Act”), and (ii). The Fund currently knows of no reason why any of the modernizationtrustees listed below would be unable or unwilling to serve if elected. All of its fundamental investment policies by revising those policies required by the 1940 Act to be more consistent with current practice and eliminating other fundamental investment policies thatfollowing nominees are not required by the 1940 Act, which were adopted at the Fund’s inception nearly 50 years ago.

Specifically, the Adviser has proposed establishing a credit facility secured by the Fund’s assets from which the Fund could borrow money to be invested pursuant to the Fund’s existing investment strategy. The proposed changes would permit the Fund to borrow at a higher level than is currently permitted by its investment policies and provide the flexibility to borrow from lenders other than banks.

The Adviser believes that these proposed changes with respect to borrowing will:

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 Adviser has also requestedBoard believes that the Fund’s investment advisory agreement be amendedTrustees’ ability to calculatereview critically, evaluate, question and discuss information provided to them, to interact effectively with the Fund’s investment advisory fee based on “managed assets” (i.e., net assets plusAdviser, other service providers, counsel and independent auditors, and to exercise effective business judgment in the proceeds from borrowings andperformance of their duties, support the issuanceconclusion that each Trustee is qualified to serve as a Trustee of senior securities for investment purposes) rather than net assets.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 changequalifications, attributes and skills of Trustees are pursuant to requirements of the 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 fundamental investment policy regarding borrowing, the Adviserbroader 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 recommended,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 Trustees have approved subject to shareholder approval, the revision or eliminationidentification of the Fund’s other fundamental investment policies (adopted nearly 50 years ago at the Fund’s inception). Because it was necessary to solicit shareholders in order to amend the Fund’s fundamental policy with respect to borrowing, the Board determined that it would be appropriate to solicit shareholders to update the Fund’s other fundamental investment policies rather than pay for a separate proxy solicitation at a later time and possibly delay the implementation of investment strategies and techniques that the Adviser believes would benefit the Fund and its Shareholders. Accordingly, shareholders are also being asked to modernize those fundamental investment policies required by the 1940 Actinformation to be more consistent with those of other closed-end funds operating today and

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presented to eliminate those fundamental investment policies not required by the 1940 Act. The Adviser believes that modernizing or eliminating those fundamental policies that are obsolete, unnecessary, or potentially inconsistent with current or future-developed investments techniques will give the Fund more flexibility to pursue its investment objective in changing markets. If these policies are revised or eliminated as proposed, the Fund will have substantially similar policies to other, more recently organized, closed-end investment companies and provide greater flexibility to the Adviser to manage the Fund’s assets using investment strategies and techniques that were not contemplated at the time of the Fund’s inception. Except with respect to borrowing for investment purposes, the Adviser will continue to manage the Fund in accordance with its current investment objective and strategies.

BACKGROUND

At the Board’s meeting on March 18, 2020 (the “March Meeting”), the Adviser discussed the possibility of adding leverage to the Fund through the use of a secured credit facility, and, in connection therewith, to be compensated based on average daily “managed assets” (i.e., net assets plus the proceeds from borrowings and the issuance of senior securities for investment purposes). The Adviser discussed the benefits of managing a leveraged closed-end fund versus a non-leveraged closed-end fund, the fact that very few fixed income funds being organized today do not use leverage, the risks of leverage generally and in comparison to non-leveraged funds, and other alternatives to grow the Fund’s assets and increase the Fund’s yield and maintain a consistent dividend in the current rate environment. The Adviser noted that the current fundamental investment policy with respect to borrowing permitted the Fund to borrow money on an unsecured basis and only from banks. The Adviser stated that it believed it could receive more favorable borrowing terms if the Fund had the ability to borrow on a secured basis from any type of lender and not just banks. The Board also discussed the asset coverage requirements under the 1940 Act for borrowing and the issuance of senior securities which effectively limit the amount of leverage a Fund can utilize. At the March Meeting, the Board requested that the Adviser continue its analysis regarding the use of leverage and, in particular, the establishment of a secured credit facility to borrow for investment purposes.

At the Board’s June 24, 2020 meeting (the “June Meeting”), the Adviser proposed a change in the Fund’s investment strategy to permit the use of leverage through a secured credit facility and an amendment to the Fund’s investment advisory agreement to compensate the Adviser based on average daily “managed assets” (i.e., net assets plus the proceeds from borrowings for investment purposes and the issuance of senior securities) rather than net assets (the “Leverage Proposal”). In addition, in order to implement the Leverage Proposal, the Adviser recommended changes to the Fund’s fundamental investment policies to allow the Fund to borrow money to the full extent permitted under the 1940 Act and to use the proceeds for investment purposes. The Adviser also recommended that the fundamental investment policy restricting the issuance of senior securities also be revised to permit the issuance of senior securities to the full extent permitted by the 1940 Act although no issuance of senior securities (other than the proposed credit facility) is currently being contemplated by the Fund or the Adviser. No action was taken by the Board with respect to these matters to be acted upon by the Board of Trustees. The Chairman also presides at the June Meeting. The Board requested additional information from the Adviser to further consider the Leverage Proposal.

At a special meetingall meetings of the Board held on July 30, 2020 (the “July Meeting”), the Adviser provided additional informationof 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 relatingof Trustees from time to time. Except for any duties specified herein or pursuant to the Leverage Proposal. 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 determined to approvealso considered that the (1) amended investment advisory agreement (PROPOSAL 1), (2) change in investment strategy and fundamental investment policy to allow the Fund to borrow money for investment purposes (PROPOSAL 2) and (3) changes to the Fund’s other fundamental investment policies (PROPOSAL 3). Thechairperson of each Board determined to recommend that shareholders vote FOR the amended investment advisory agreement and the changes to the Fund’s fundamental investment policies.

Borrowing money and the issuance of senior securities creates leverage (i.e., a fund’s investment exposures exceed its net asset value). The Fund’s use of leverage will be subject to asset coverage requirements of (i) with

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respect to borrowings and the issuance of senior securities that are debt, 300%, and (ii)committee is an Independent Trustee, which yields similar benefits with respect to the issuance of senior securities that are stock, 200%. Leverage will magnify investment, marketfunctions and certain other risks. Leverage involves risks including: the likelihood of greater volatility of net asset value and market priceactivities of the shares than a comparable portfolio without leverage;various Board committees. Through the riskcommittees, 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 fluctuations in interest rates on borrowings and short-term debt or senior securitiesits committees help ensure that the Fund may pay will reducehas effective and independent governance and oversight. The Board also believes that its leadership structure facilitates the return to common shares or will result in fluctuations in the dividends paid on the common shares; the effectorderly and efficient flow of leverage in a declining market, which is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the common shares; and when the Fund uses leverage, the investment advisory fee payable by the Fundinformation to the Adviser will be higher than if theIndependent Trustees from Fund did not use leverage. Leverage increases a fund’s losses when the value of its investments declines. For example, leverage would have amplified the volatility of the Fund’s returns during the market volatility caused by the recent onset of the COVID-19 pandemic. For more information regarding the proposed changes to the Fund’s fundamental investment policies, see PROPOSAL 2 and PROPOSAL 3.management.

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PROPOSAL 1: AMEND THE INVESTMENT ADVISORY AGREEMENT TO BASE COMPENSATION ON MANAGED ASSETSTrustees Attendance At Meetings

Insight North America LLC (“Adviser”), 200 Park Ave, 7th Floor, New York, NY 10166, serves asThe Board held four regular meetings and two special meetings during the Fund’s investment adviser, pursuant to the terms of an Investment Advisory Agreement, amended and restated as of June 30, 2006 (the “Existing Agreement”). The Adviser presently serves as investment adviser to the Fund, an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and to a number of other advisory clients. The Adviser is a wholly owned subsidiary of The Bank of New York Mellon Corporation. The Adviser is part of Insight or Insight Investment, the corporate brand for certain asset management companies operated by Insight Investment Management Limited, including, among others, Insight Investment (Global) Limited, Insight Investment International Limited and Insight Investment Management (Europe) Limited (IMEL). The Adviser is subject to The Bank of New York Mellon Corporation’s Code of Conduct and various policies and procedures designed to address the potential for conflicts of interest that may arise in connection with the Adviser’s status as an affiliated person of The Bank of New York Mellon Corporation and its subsidiaries.

The Adviser, or its affiliates, has served as investment adviser to the Fund since June 2005, initially pursuant to an interim advisory agreement pursuant to Rule 15a-4, which was later approved as the Existing Agreement by the shareholdersfiscal year ended March 31, 2022. All Trustees attended all meetings of the Fund atBoard and each committee of which they were members held during the fiscal year ended March 31, 2022. All Trustees virtually attended the Fund’s 2021 annual meeting of shareholders held on October 31, 2005. After an initial two-year period, continuationJune 23, 2021. Currently, there is not a policy for Trustee attendance at annual meetings of shareholders because of the Existing Agreementlong time practice of the Trustees to attend shareholder meetings.

Audit Committee

The Board has been approved annuallyan 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 “non-interested person” as that term is defined in the 1940 Act.

The Audit Committee reviews the scope of the audit by the Fund’s Board of Trustees (“Board”). The continuationindependent accountants, confers with the independent accountants with respect to the audit and the internal accounting controls of the Existing Agreement wasFund 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, 2022, the Audit Committee met once.

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 one meeting during the last fiscal year. During the fiscal year ended March 31, 2022, no new Trustee nominees were recommended to, or approved by, the Fund’s Board ofNominating Committee.

The Nominating Committee recommends nominees for Trustees at a meeting held on June 24, 2020.

Each of theand officers of the Fund are officers or employeesfor consideration by the full Board of Trustees. The Nominating Committee also periodically reviews the appropriateness of the Adviser: (1) Clifford D. Corso, Presidentcompensation 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 Fund; (2) Gautam Khanna, Vice PresidentBoard; (ii) whether the person is an “interested person” of the Fund; (3) James DiChiaro, Vice PresidentFund as defined in Section 2(a)(19) of the Fund; (4) Thomas Stabile, Treasurer and Vice President1940 Act; (iii) the needs of the Fund;Fund with respect to the particular talents and (5) Seth Gelman, Secretaryexperience of its Trustees; (iv) the knowledge, skills and Chief Compliance Officerexperience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Fund.Board; (v) experience with accounting rules and practices; (vi) whether the person has attained the mandatory retirement age, and (vii) all applicable laws, rules, regulations, and listing standards.

Proposed AmendmentThe Board, upon the recommendation of the Nominating Committee, has adopted a mandatory retirement policy requiring each Trustee to Advisory Agreement

In connection with the Leverage Proposal, the Adviser recommended that the Existing Agreement be amended to compensate the Adviser based on “managed assets” rather than net assets. By basing the investment advisory fee on “managed assets” the Adviser would be compensated for the management of assetssubmit his resignation from the proceeds of borrowing orBoard effective on a date no later than the issuance of senior securities. Under the Existing Agreement, the investment advisory fee is calculated based on the Fund’s month-end “net assets.” “Net assets” does not include proceeds of borrowings or the issuance of senior securities, even when the proceeds are used for investment purposes. Also, under regulatory interpretations applicable to preparationlast day of the Fund’s financial statements,fiscal year in which he or she attains the term “net assets” would not include assets attributableage of seventy-five years. The Nominating Committee’s goal is to senior securities (such as certain preferred stock)assemble a Board that might be redeemed upon an event not under the control of the Fund. These interpretations are intended to clarify that securities of that type should not be included in a company’s financial statements as permanent equity. Although these interpretations do shape the general understanding of the term “net assets,” they do not address the method for calculating fees in contracts such as the Existing Agreement and they do not require that a fund compute its fees on the basis of a fund’s “net assets,” as that term is currently understood.

In considering this matter, the Board noted that the proceeds of any borrowings used for investment purposes, as well as the proceeds from the issuance of senior securities (including preferred stock), would increase the amount of Fund assets for which the Adviser would be expected to provide servicesbrings to the Fund. In addition to being attentive to the various technical concerns in dealing with senior securitiesFund a variety of perspectives and borrowings, the Board noted that the Adviser would be responsible for identifying additional investment opportunities for the proceeds of these borrowingsskills derived from high quality business and securities offerings and for managing the additional investments. The Board also determined that the formulation of the fee language in the Existing Agreement was designed to compensate the Adviser on the basis of the total amount of assets as to which it makes investment decisions.professional experience.

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The Board noted that it had determined to seek shareholder approval to broadenOther than the Fund’s authority to borrow money; andforegoing, there are no stated minimum criteria for Trustee nominees, although the Fund to have a fundamental policy regarding senior securities similar to that of more recently organized closed-end funds. Both of these actions had been determinedNominating 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 Fund’s shareholders (see PROPOSAL 2 and PROPOSAL 3). In the viewcurrent members of the Board it wouldwilling 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 be appropriatethe present intention of the Nominating Committee to take actions that increase assets whichengage third parties to identify or evaluate or assist in identifying potential nominees, although the Adviser is obliged byNominating Committee reserves the Existing Agreementright to manage without providing proportional additional compensation. In this regard,do so in the future.

Shareholder Communications with Trustees

Shareholders and other interested parties may contact the Board considered that many investment companies that engage in leveraging activity provide for compensation of their investment adviser on the basis of total managed assets, including the proceeds ofor any borrowing used for investment and the proceeds of any issuance of senior securities.

The Board, including the trustees that are not “interested persons,” as that term is defined in Section 2(a)(19)member of the 1940 Act (the “Independent Trustees”), voting separately, unanimously determined atBoard by mail. To communicate with the July 2020 Meeting, to recommend that shareholders approve a changeBoard or any member of the Board correspondence should be addressed to the Existing AgreementBoard or the Board members with whom you wish to provide for compensation of the Adviser tocommunicate by either name or title. All such correspondence should be based on all assets under management, including the proceeds of any borrowing for investment purposes and the proceeds of any issuance of senior securities (the “Amended Advisory Agreement”).

The current fee language in the Existing Agreement is as follows:

4. [Compensation.] As compensation for the services to be renderedsent to the Fund by the Investment Adviser under the provisionsprincipal place of this Agreement, the Fund shall pay to the Investment Adviser from the Fund’s assets each month an investment advisory fee at the annualized rate of 0.50% of the first $100,000,000 of the net asset valuebusiness of the Fund, on the last day of such month and 0.40% of the net asset value of thec/o Insight Select Income Fund, on the last day of such month in excess of $100,000,000. The net asset value of the Fund shall be defined as the total assets of the Fund, less its liabilities, and shall be determined in accordance with any instructions of the Board of Trustees.

If this Agreement shall become effective subsequent to the first day of the month, or shall terminate before the last day of the month, the Investment Adviser’s compensation for such fraction of the month shall be determined by applying the foregoing percentages to the average of the weekly net asset values of the Fund during such fraction of a month (or if none, to the net asset value of the Fund as calculated on the last day of the preceding month on which the200 Park Ave, 7th Floor, New York, Stock Exchange was open for trading)NY 10166.

Trustee and in the proportion that such fraction of a month bears to the entire month.Executive Officer Compensation

If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month.

The proposed fee language for the Amended Advisory Agreement is as follows:

4. [Compensation.] As compensation for the services to be rendered to the Fund by the Investment Adviser under the provisions of this Agreement, the Fund shall pay to the Investment Adviser from the Fund’s assets a monthly investment advisory fee at the annualized rate of 0.50% of the first $100,000,000 of the Fund’s average daily Managed Assets and 0.40% of the Fund’s average daily Managed Assets in excess of $100,000,000. The “Managed Assets” of the Fund shall be defined as the total assets of the Fund, less its liabilities other than Fund liabilities incurred for investment purposes, and shall be determined in accordance with any instructions of the Board of Directors.

If this Agreement shall become effective subsequent to the first day of the month, or shall terminate before the last day of the month, the Investment Adviser’s compensation for such fraction of the month shall be determined by applying the foregoing

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percentages to the Fund’s average daily Managed Assets during such fraction of a month and in the proportion that such fraction of a month bears to the entire month.

If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month.

If the Amended Advisory Agreement had been in effect during the Fund’s most recently completed fiscal year ended March 31, 2020, the adviser would have received advisory fees of $1,005,735, or 0.50% less than the $1,010,805 in advisory fees actually received by the Adviser forFor the fiscal year ended March 31, 2020. This is due to Adviser’s fee being calculated based on the Fund’s average daily managed assets, as opposed to month-end net assets. In addition,2022, the Fund did not borrow or issue senior securitiespaid aggregate compensation to its Trustees of $141,500. The aggregate compensation paid by the Fund to each of its Trustees serving during the fiscal year ended March 31, 2020. If2022 is set forth in the amountcompensation table below. None of the Trustees serves on the Board of any other registered investment company to which the Fund’s investment adviser or an affiliated person of the Fund’s assets under management increases either through borrowing or through the issuance of senior securities, this will result in an increase in the amount of the fees payable by the Fund under the Amended Advisory Agreement. The Adviser believes that the Fund may achieve returns that exceed the Fund’s cost of leverage plus fees under the Amended Advisory Agreement and other expenses attributable to such leveraging activity, but to the extent that it does not, a holder of the Fund’s common shares will receive a lower net return than if the Fund did not engage in leveraging activity.

If the amendment to the Advisory Agreement is approved by shareholders of the Fund, all terms of the Existing Agreement, other than the provision with respect to advisory fees set forth above will remain in effect.

The Amended Advisory Agreement

Under the terms of the Amended Advisory Agreement, the Adviser is responsible for making investment decisions and placing orders for the purchase and sale of the Fund’s investments directly with the issuers or with brokers or dealers selected by the Adviser at its discretion. The Adviser also furnishes to the Board, which has overall responsibility for the business and affairs of the Fund, periodic reports on the investment performance of the Fund.

The Adviser is obligated to manage the Fund in accordance with applicable laws and regulations. Theadviser provides investment advisory services of the Adviser to the Fund are not exclusive under the terms of the Advisory Agreement. The Adviser is free to, and will, render investment advisory services to other clients.

Consistent with the requirements of the 1940 Act, the Amended Advisory Agreement provides that in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the performance of duties of the Adviser to the Fund, the Adviser shall not be subject to liabilities to the Fund or to any shareholder of the Fund for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise.

The Amended Advisory Agreement will continue in effect for an initial two year term, and will thereafter be subject to annual consideration and renewal by the Board. The Amended Advisory Agreement may be terminated by the Fund without penalty upon 60 days’ written notice by the Board or by a vote of the holders of a majority of the Fund’s outstanding shares, or upon 60 days’ written notice by the Adviser. The Amended Advisory Agreement terminates automatically in the event of its “assignment” (as defined in the 1940 Act).

The net assets of the Fund were $234,993,091 on September 10, 2020.

Board Review and Approval of the Amended Investment Advisory Agreement

At a special meeting of the Board held on July 30, 2020, the Board, including the Independent Trustees, unanimously approved, subject to shareholder approval, the Amended Advisory Agreement and determined that the Fund’s entry into such agreement is in the best interests of the Fund and its Shareholders.

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In reaching its decision to approve the amendment to the Amended Advisory Agreement, the Board received information from the Adviser regarding its proposal to add leverage to the Fund by borrowing money through a secured credit facility, (the “Leverage Proposal”) and to amend the Existing Agreement to calculate the Fund’s investment advisory fee based on average daily “managed assets” (i.e., net assets plus the proceeds from borrowings and the issuance of senior securities used for investment purposes), at the March Meeting, June Meeting, and July Meeting. In the course of its deliberations regarding the Leverage Proposal and Amended Advisory Agreement, the Board considered, among other things, information furnished by the Adviser, as well as other information it deemed relevant. The Board also considered information provided by the Adviser in connection with the Board’s recent renewal of the Existing Agreement at the June Meeting. The Board requested and received responses from the Adviser to a number of questions from the Board.

More specifically, at the June Meeting, the Adviser formally presented the Leverage Proposal and the proposed amendment to the Existing Agreement to provide for the compensation of the Adviser based on on average daily “managed assets.” The Adviser provided the Board with information supporting its proposal, including information on how the new strategy would be implemented, and responses to the Board’s information requests from the March Meeting.

At the June Meeting, the Board requested additional information regarding the Leverage Proposal and the Amended Advisory Agreement from the Adviser, including pro forma fee and expense information, and informed the Adviser that the Board would consider the Leverage Proposal and the Amended Advisory Agreement at a subsequent meeting, which was held on July 30, 2020. At the June Meeting, the Board approved the continuation of the Existing Agreement at the current fee level for an additional one-year period. In connection with the approval of the Existing Agreement and as required by Section 15(c) of the 1940 Act, the Board requested, was provided with, and reviewed information in advance of the June Meeting, which included, among other things, a general description of the services performed for the Fund by the Adviser, biographical information for the investment management team, historical performance charts and peer comparative rankings and the Fund’s performance information for the one-, three-, five- and ten-year periods ended March 31, 2020, the Fund’s share price, discounts and premiums to NAV for the last 10 years (the “15(c) Response”).

Prior to approving the Existing Agreement, the Board (i) considered the nature, extent, and quality of the services provided by the Adviser, and concluded that the nature, extent, and quality of services provided to the Fund was sufficient, consistent with industry norms, and likely to continue through the term of the Amended Advisory Agreement; (ii) considered the investment performance of the Fund and the Adviser, and concluded that the performance of the Fund was in line with the Fund’s peer group, although the Fund underperformed its peer group for certain periods; (iii) considered the costs of the services to be provided and profits to be realized by the Adviser and its affiliates from the relationship with the Fund, and concluded that the Adviser’s fees were in line with the Fund’s peer group and that the Adviser was sufficiently compensated to allow it to continue as a going concern and to service the Fund; (iv) considered the extent to which economies of scale would be realized for the benefit of shareholders as the Fund grows, and noted that the advisory fee under the Existing Agreement and Amended Advisory Agreement is reduced as assets increase. Without identifying any one factor as controlling, the Board concluded that the overall arrangement with the Adviser was fair and reasonable, and therefore determined to renew the Existing Agreement for an additional one-year period.

Before the July Meeting, the Adviser provided additional information relating to the Amended Advisory Agreement and the Leverage Proposal, including an update of the 15(c) Response provided at the June Meeting for the Existing Agreement revised to reflect the Leverage Proposal including, proposed investment strategies of the Fund, comparative fee and performance information on other levered closed-end fixed income funds, and pro forma profitability and expenses of the Adviser. The Board considered that the Fund currently has no borrowing costs, that if the Fund used leverage through the use of a secured credit facility the Fund expenses would incur borrowing costs and additional investment advisory fees under the Amended Advisory Agreement, and thus the Fund’s net expense ratio, calculated as a percentage of net assets, would increase. The Adviser provided pro forma fee information stating that the net expense ratio per share of the Fund, as a percentage of net assets could

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increase from 0.76% to 1.31%, assuming leverage of 28%. The Board also considered the Adviser’s belief that borrowing for investment purposes through a secured credit facility could potentially increase the net distributable income earned by the Fund thereby enhancing the dividend yield, enable the Adviser to more efficiently manage the Fund’s assets by increasing the Fund’s investable assets and increase the Fund’s visibility and tradability in the marketplace, potentially helping to reduce the Fund’s per share market price discount to its per share net asset value.

The Board also noted that if the Amended Advisory Agreement is adopted, that the Adviser will be compensated based on average daily total managed assets (including monies borrowed and proceeds from senior securities used for investment purposes) and reviewed the potential effect on the Adviser’s compensation at various levels of leverage. The Board noted that, under the Leverage Proposal, the Adviser plans to invest borrowed funds using the Fund’s current investment strategies and techniques. The Board also noted that in the event that this Proposal 1 is approved and Proposal 2.1 (relating to borrowing) and 3.1 (relating to the issuance of senior securities) are not approved, the Amended Advisory Agreement would be amended to compensate the Adviser based on managed assets, but the Fund would be subject to Fund’s current fundamental investment policy regarding borrowing and the fundamental restriction from issuing senior securities. Accordingly, if shareholders approve the Amended Advisory Agreement, the Adviser would be compensated on the Fund’s net assets plus the proceeds of any unsecured borrowing from a bank, if any, rather than net assets alone.

The table below illustrates the effect of leverage on the Adviser’s gross advisory fee on a pro forma basis as of March 31, 2020:

1 – The Effective Fee Rate is the dollar weighted average fee based on Managed Assets. It is the sum of the fee on the Fund’s first $100mm in Managed Assets, plus the fee on all Managed Assets in excess of $100mm, divided by total Managed Assets. Because the Effective Fee Rate is based on Managed Assets, an investor’s ability to compare the Effective Fee Rate to other funds using a fee based on net assets is limited.

Prior to approving the Amended Advisory Agreement, the Board, based on the information provided by the Adviser at the March Meeting, June Meeting and July Meeting, (i) considered the nature, extent, and quality of the services provided by the Adviser, and concluded that the nature, extent, and quality of services provided to the Fund was sufficient, in line with industry norms, and likely to continue through the term of the Amended Advisory Agreement; (ii) considered the investment performance of the Fund and the Adviser, and concluded that the performance of the Fund was in line with the Fund’s peer group, although the Fund underperformed its peer group for certain periods; (iii) considered the costs of the services to be provided and profits to be realized by the Adviser and its affiliates from the relationship with the Fund, and concluded that the Adviser’s fees under the Amended Advisory Agreement were in line with the Fund’s peer group, including those closed-end fixed income funds that use leverage, and that the Adviser was sufficiently compensated and will continue to be sufficiently compensated, to allow it to continue as a going concern and to service the Fund; and (iv) considered the extent to which economies of scale would be realized for the benefit of shareholders as the Fund grows, and noted that the advisory fee under the Amended Advisory Agreement is reduced as assets increase. Without

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identifying any one factor as controlling, the Board concluded that the overall arrangement with the Adviser was fair and reasonable, and therefore determined to approve the Amended Advisory Agreement.

In voting to approve the Amended Advisory Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by the Adviser at the March Meeting, June Meeting and July Meeting, including information that the Board found relevant to its approval of the Existing Agreement at the June Meeting. The Board considered that many of its conclusions with respect to the continuation of the Existing Agreement at the June Meeting remained applicable to its approval of the Amended Advisory Agreement. The Board also considered the advice of counsel regarding the its duties under state law and the Investment Company Act of 1940, as amended, in considering the approval of the Amended Advisory Agreement. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the approval of the Amended Advisory Agreement would be in the best interests of the Fund and its shareholders.

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THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT

PROPOSAL 2: APPROVAL OF REVISIONS TO THE FUND’S FUNDAMENTAL INVESTMENT POLICY RELATING TO BORROWING MONEY

Upon the recommendation of the Adviser, the Board has reviewed the Fund’s current fundamental investment policy relating to borrowing money and has recommended that such fundamental policy be amended or eliminated in order to permit the Fund to borrow at a higher level than is currently permitted by its investment policies and provide the flexibility to borrow from lenders other than banks.

The Fund’s current fundamental investment policy regarding borrowing does not permit the Fund to borrow on a secured basis. The current fundamental policy on borrowing permits the Fund to borrow up to 20% of its assets (including the proceeds from borrowing) from one or more banks. If Proposal 2 is approved by shareholders, the Fund will have the ability to borrow up to 33% of its assets (including the proceeds from borrowing) on a secured or unsecured basis from any lender.

The Adviser believes that these proposed changes with respect to borrowing will:

The addition of leverage through the use of a secured credit facility will increase the risks associated with investing in the Fund; however, the Adviser believes that the short term volatility to which the Fund is subject from leverage is offset by the potential for enhanced returns over the long-term. Borrowing and the issuance of senior securities creates leverage (i.e., a fund’s investment exposures exceed its net asset value). The Fund’s use of leverage will be subject to asset coverage requirements of (i) with respect to borrowings and the issuance of senior securities that are debt, 300%, and (ii) with respect to the issuance of senior securities that are stock, 200%. Leverage will magnify investment, market and certain other risks. Leverage involves risks including: the likelihood of greater volatility of net asset value and market price of the shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on borrowings and short-term debt or senior securities that the Fund may pay will reduce the return to common shares or will result in fluctuations in the dividends paid on the common shares; the effect of leverage in a declining market, which is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the common shares; and when the Fund uses leverage, the investment advisory fee payable by the Fund to the Adviser will be higher than if the Fund did not use leverage. Leverage increases a fund’s losses when the value of its investments declines. For example, leverage would have amplified the volatility of the Fund’s returns during the market volatility caused by the recent onset of the COVID-19 pandemic.

Existing Policy: The Fund will not borrow money, except that it may borrow money from banks (i) on an unsecured basis, provided that immediately after such borrowings, the amount of all borrowings is not more than 20% of the fair market value of the Fund’s assets (including the proceeds of the borrowings) less its liabilities or (ii) for temporary or emergency purposes but only in an amount not exceeding 5% of the market value of its total assets.

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Proposed Policy: The Fund will not borrow money, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Explanation: Under the 1940 Act, a fund must maintain at all times asset coverage of at least 300% of the amount of its borrowings for any purpose.

The proposed fundamental investment policy would permit borrowing money to the full extent permitted by the 1940 Act, or any rule, exemption or interpretation thereunder issued by an appropriate authority. By so amending this policy, the Fund would have increased flexibility in utilizing borrowing to implement its investment strategy. To the extent that the Fund utilizes the additional borrowing flexibility, the Fund may be subject to some additional costs and risks inherent to borrowing, such as reduced total return and increased volatility. The additional costs and risks to which the Fund may be exposed are limited, however, by the borrowing limitations imposed by the 1940 Act and any other law, rule, exemption or interpretation thereof that may be applicable.

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THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

PROPOSED CHANGE TO FUNDAMENTAL INVESTMENT POLICY REGARDING BORROWING MONEY

PROPOSAL 3: APPROVAL OF REVISIONS TO THE FUND’S OTHER FUNDAMENTAL INVESTMENT POLICIES

Upon the recommendation of the Adviser, the Board has reviewed the Fund’s other current fundamental investment policies and has recommended that the fundamental policies be amended or eliminated in order to increase the investment flexibility of the Fund and to simplify and modernize the policies to conform to changes in the law.

For example, in 1996, Congress enacted the National Securities Markets Improvement Act of 1996 (“NSMIA”), which preempted state “blue sky” laws regulating investment companies. Since many of the investment policies initially adopted by the Fund were adopted in response to the blue sky laws of various states where the Fund was offered, these investment policies are no longer required. Additionally, some of the Fund’s other investment policies are more restrictive than the 1940 Act requires. Certain changes to other fundamental policies are proposed in order to provide the Fund the ability to respond to favorable future legal, regulatory, market or technical changes to the full extent allowed by the 1940 Act.

While increased flexibility may mean that the Fund will be subject to greater risk, the Board, based on the information provided by the Adviser, does not believe these amendments will cause a materially change in the overall risk profile of the Fund or reflect a departure from the principal investment objectives and strategies currently used by the Adviser in managing the Fund.

Should the Proposals be approved by shareholders, it is anticipated that they would become effective immediately.

Under the 1940 Act, a Fund must disclose whether it has a policy regarding, among other things:

These policies are fundamental and may not be changed without a shareholder vote. A fund may designate other policies as fundamental. The Fund currently has both required and non-required fundamental policies. The Fund’s current fundamental investment policies are as follows:

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If approved by shareholders, the Fund’s fundamental investment policies will be:

Each of the proposed investment policies, as well as the reason for each Proposal, is outlined below.

Proposal 3.1: Revise the Fund’s fundamental investment policy related to issuing senior securities.

Existing Policy: The Fund will not issue any senior securities (as defined in the 1940 Act), except insofar as any borrowings permitted in (3) below might be considered to be the issuance of senior securities.

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Proposed Policy: The Fund will not issue senior securities, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Explanation: This policy is intended to permit the Fund to issue senior securities including debt and preferred securities to the full extent allowed by the 1940 Act. The ability of a closed-end fund to issue senior securities is subject to various limitations under the 1940 Act that restrict, for instance, the amount, timing, and form of senior securities that may be issued.

Under the 1940 Act, a closed-end fund is not permitted to issue debt securities or incur other indebtedness constituting senior securities unless, immediately thereafter, the value of total assets (including the proceeds of the indebtedness) less all liabilities and indebtedness not represented by senior securities is at least equal to 300% of the amount of the outstanding indebtedness. Stated another way, a closed-end fund may not issue debt securities in a principal amount of more than one-third of the amount of its total assets, including the amount borrowed, less all liabilities and indebtedness not represented by senior securities. A closed-end fund also must maintain this 300% asset coverage for as long as the indebtedness is outstanding. The 1940 Act provides that a closed-end fund may not declare any cash dividend or other distribution on common or preferred stock, or purchase any shares of stock (through tender offers or otherwise), unless such fund would satisfy this 300% asset coverage after deducting the amount of the dividend, other distribution or share purchase price, as the case may be. Under the 1940 Act, a closed-end fund may only issue one class of senior securities representing indebtedness.

Additionally, under the 1940 Act, a closed-end fund is not permitted to issue preferred stock unless immediately after such issuance, the value of its total assets (including the proceeds of such issuance) less all liabilities and indebtedness not represented by senior securities is at least equal to 200% of the total of the aggregate amount of senior securities representing indebtedness plus the aggregate liquidation value of the outstanding preferred stock. Stated another way, a closed-end fund may not issue preferred stock that, together with outstanding preferred stock and debt securities, has a total aggregate liquidation value and outstanding principal amount of more than 50% of the amount of the fund’s total assets, including the proceeds of such issuance, less liabilities and indebtedness not represented by senior securities. In addition, a closed-end fund is not permitted to declare any cash dividend or other distribution on common stock, or repurchase any shares of common stock (through tender offers or otherwise), unless such fund would satisfy this 200% asset coverage after deducting the amount of such dividend, distribution or share purchase price, as the case may be. A closed-end fund may, as a result of market conditions or otherwise, be required to purchase or redeem preferred stock, or sell a portion of its investments when it may be disadvantageous to do so, in order to maintain the required asset coverage. Furthermore, if a closed-end fund redeems any preferred stock, it would result in a long-term decrease in cash available to be distributed to holders of its common stock in the form of dividends. Common stockholders would bear the costs of issuing preferred stock, which may include offering expenses and the ongoing payment of dividends. Under the 1940 Act, a closed-end fund may only issue one class of preferred stock.

Certain portfolio management/leveraging techniques, such as reverse repurchase agreements, credit default swaps, futures contracts, dollar rolls, the purchase of securities on margin, short sales, or the writing of puts on portfolio securities, may be considered senior securities unless appropriate steps are taken to segregate its assets or otherwise cover its obligations. Under current SEC guidance, to the extent a Fund covers its commitment under these transactions, including by the segregation of liquid assets, such instrument will not be considered a “senior security”, and therefore will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by us (or, as the case may be, the 200% asset coverage requirement applicable to preferred stock).

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Proposal 3.2: Revise the Fund’s fundamental investment policy related to underwriting securities issued by other persons.

Existing Policy: The Fund will not underwrite the securities of other issuers, but this restriction shall not be applicable to the acquisition, holding and sale of securities acquired in private placement as provided in (9)(g) below.

Proposed Policy: The Fund will not act as an underwriter of securities within the meaning of the Securities Act of 1933, as amended, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Explanation: This policy provides the Fund with maximum flexibility while maintaining compliance with the statutory requirements of the 1940 Act. It is not anticipated that the Fund will underwrite securities of other issuers, and therefore this change in fundamental investment policy is not expected to materially change the Fund’s operations and the risk of investing in the Fund.

Proposal 3.3: Revise the Fund’s fundamental investment policy relating to concentration of investments in a particular industry.

Existing Policy: The Fund will not invest more than 25% of the market value of its total assets in the securities of issuers in any industry.

Proposed Policy: The Fund will not “concentrate” its investments in an industry, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Explanation: This policy provides the Fund with maximum flexibility while maintaining compliance with the statutory requirements of the 1940 Act. It is not anticipated that the Fund will invest more than 25% of the market value of its total assets in the securities of issuers in any industry, and therefore this change in fundamental investment policy is not expected to materially change the Fund’s operations and the risk of investing in the Fund.

Proposal 3.4: Revise the Fund’s fundamental investment policy related to purchasing or selling real estate.

Existing Policy: The Fund will not purchase or sell real estate; however, the Fund may purchase or hold securities issued by companies such as real estate investment trusts which deal in real estate or interests therein.

Proposed Policy: The Fund will not purchase or sell real estate, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Explanation: This policy provides the Fund with maximum flexibility while maintaining compliance with the statutory requirements of the 1940 Act. It is not anticipated that the Fund will purchase or sell real estate, and therefore this change in fundamental investment policy is not expected to materially change the Fund’s operations and the risk of investing in the Fund.

Proposal 3.5: Revise the Fund’s fundamental investment policy related to purchasing or selling commodities.

Existing Policy: The Fund may purchase and sell interest rate futures contracts and make deposits of assets as margin in connection therewith, as necessary, but otherwise will not purchase or sell commodities or commodity contracts.

Proposed Policy: The Fund will not purchase or sell commodities, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Explanation: This policy provides the Fund with maximum flexibility while maintaining compliance with the statutory requirements of the 1940 Act. It is not anticipated that the Fund will purchase or sell

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commodities or commodity contracts, and therefore this change in fundamental investment policy is not expected to materially change the Fund’s operations and the risk of investing in the Fund. For the avoidance of doubt, the Fund may continue to purchase and sell interest rate futures contracts and make deposits of assets as margin in connection therewith, as necessary.

Proposal 3.6: Revise the Fund’s fundamental investment policy related to making loans to other persons.

Existing Policy: The Fund will not make loans to other persons, except that it may (i) purchase debt securities in accordance with its investment objectives, (ii) lend its portfolio securities to brokers, dealers and banks which it deems qualified, if the borrower agrees to pledge collateral to the Fund equal in value at all times to at least 100% of the value of the securities loaned, and (iii) lend cash to securities dealers or banks which it deems qualified, initially on a wholly secured basis, in amounts which, immediately after any such loans, do not exceed in the aggregate 15% of the value of its total assets, nor 5% of such value to any one securities dealer or bank.

Proposed Policy: The Fund will not make loans to other persons, except to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Explanation: This policy provides the Fund with maximum flexibility while maintaining compliance with the statutory requirements of the 1940 Act. It is not anticipated that the Fund will make loans to other persons, and therefore this change in fundamental investment policy is not expected to materially change the Fund’s operations and the risk of investing in the Fund.

Proposal 3.7: The Elimination of certain of the Fund’s fundamental investment policies not required by law.

Existing Policies proposed to be eliminated:

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Explanation: These polices are not required by the 1940 Act or other applicable laws, and may unnecessarily inhibit the Fund from executing its investment program in the future. While it is not currently anticipated that the Adviser’s security selection process or investment strategies will change, other than with respect to borrowing for investment purposes, eliminating these policies, which are not required, will allow the Adviser to implement investment techniques and strategies which may be developed in the future. Proposing to eliminate these policies now, alongside proposing the approval of the Amended Advisory Agreement, is more economical than proposing these changes in the future with the costs of an independent solicitation process. With regard to Proposal 3.7.7 in particular, the elimination of this fundamental policy is not intended to change the Fund’s status as a “diversified company” under Section 5(b)(1) of the 1940 Act and the Fund will continue to be subject to diversification requirements of that section as a matter of law.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

PROPOSED REVISIONS TO THE FUND’S FUNDAMENTAL INVESTMENT POLICIES

*******

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FURTHER INFORMATION ABOUT THE SPECIAL MEETING

AND ABOUT VOTING AT THE SPECIAL MEETING

Ownership of Fund Securities

The following table includes the ownership of Fund shares by the Trustees of the Fund as of September 18, 2020.

Independent TrusteesMarch 31, 2022.

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 persons)(8 persons total) beneficially owned an aggregate of less than 1% of the Fund’s outstanding shares.

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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.

Provided thatIf a quorum is present, approvala plurality of each proposal requires the vote of the “majority of the outstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxyall votes cast at the Special Meeting, ifmeeting is sufficient for the holderselection of more than 50%Trustees, which means that the candidates receiving the highest number of the outstanding voting securities entitled to vote thereon are present in personvotes shall be elected. Abstentions and broker non-votes will not be counted for or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

“Broker non-votes” (i.e., shares held by brokers or nominees asagainst any proposal to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) and abstentionsthey relate, but will be counted for purposes of determining the presence ofwhether a quorum. However, since such shares are not voted in favor of a Proposal, they have the effect as counting AGAINST the proposal.

Proxy Solicitation and Costs

The costs of solicitation of proxies and expenses incurred in connection with the preparation of proxy materials are being borne by the Fund and the Adviser equally. The estimated costs of solicitation are approximately $90,000. The Trust has engaged AST Fund Solutions to provide shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tabulation. By voting immediately, you can help the Trust avoid the additional expense of a second proxy solicitation. Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts within a Fund or multiple Funds of the Trust. Additionally, unless the Trust has received contrary

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instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request by writing to the Fund at the address set forth above or by calling the Fund at 1-866-333-6685.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.

In light ofOnly shareholders or their duly appointed proxy holders can attend the Annual Meeting (in person) and any adjournment or postponement thereof.

Due to the public health concerns regardingimpact of the coronavirus, outbreak,or COVID-19, we are planning for the Special Meeting will be held inpossibility that we may need to switch to an alternative method of holding the meeting, such as a virtual meeting, format only. Youheld solely by means of remote communication. If we take this step, we will announce the decision to do so in advance via a press release and the filing of necessary proxy materials with the SEC.

INFORMATION REGARDING THE FUND’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP (“Tait Weller”), Two Liberty Place, 50 South 16^th 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, 2023. Tait Weller acted as the Fund’s independent accountants for the fiscal year ended March 31, 2022. The Fund knows of no direct financial or material indirect financial interest of Tait Weller in the Fund. A representative of Tait Weller will be ableavailable virtually at the Annual Meeting and will have an opportunity to attendmake a statement, if asked, and participate in the Special Meeting online, vote your shares electronically and submit your questions. Please register by sending an email to attendameeting@astfinancial.com and providing the control number and address of record listed on your voting information form. The control number can be found in the shaded box. There is no physical location for the Special Meeting. Instructions to attend the meeting will be providedavailable to respond to appropriate questions.

REPORT OF THE AUDIT COMMITTEE

During the fiscal year ended March 31, 2022, the Audit Committee met once your information is received.

In order for beneficial owners of shares registered inand has reviewed and discussed the name ofFund’s audited financial statements with Fund management. Further, the Audit Committee has discussed with Tait Weller, the Fund’s independent accountants, the matters required to be discussed by SAS 61 regarding audit standards. The Audit Committee has received the written disclosures and a broker, bank, or other nomineeletter from Tait Weller required by Public Company Accounting Oversight Board Auditing Standard 1301 “Communications with Audit Committees” and has discussed with Tait Weller their independence. Based upon the foregoing, at its meeting on May 10, 2022, the Audit Committee recommended to attend, participate, and vote at the virtual Special Meeting, you must first obtain a legal proxy fromfull Board that the relevant broker, bank, or other nominee and then register your attendance ahead of the Special Meeting. You may register by sending an email to attendameeting@astfinancial.com. Only Shareholdersaudited financial statements of the Fund will be ableincluded in the Fund’s annual report to joinshareholders for filing with the Meeting.SEC for the fiscal year ended March 31, 2022.

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The online meeting will begin promptly at 10:30 a.m., Eastern time. We encourage youAudit Committee of the Board:

W. Thacher Brown

Ellen D. Harvey

Thomas E. Spock

Suzanne P. Welsh

Set forth in the table below are audit fees and non-audit related fees billed to access the meetingFund by Tait Weller for professional services received during and for the Fund’s fiscal years ended March 31, 2021 and 2022, respectively.

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 minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the start time leaving ample timecompletion of the audit). The Chair of the Audit Committee has the authority to grant pre-approvals of audit and permissible non-audit services by the independent public accountants, provided that all pre-approvals by the Chair must be presented to the full Audit Committee at its next scheduled meeting. The Fund will provide for appropriate funding as determined by the Audit Committee, for payment of compensation to the independent public accountants and to any consultants, experts or advisors engaged by the Committee. All of the audit, audit-related and tax services described above for which Tait Weller billed the Fund fees for the check in. Please followfiscal years ended March 31, 2021 and March 31, 2022 were pre-approved by the registration instructions as outlined in this proxy statement.

INVESTMENT ADVISER AND FUND INFORMATIONAudit Committee. These were the only services provided by Tait Weller.

Investment Adviser, Administrator and Transfer Agent

Insight North America LLC (the “Adviser”(“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. The AdviserINA is a New York limited liability companyDelaware corporation and is an investment adviser registered under the Investment Advisers Act of 1940. The AdviserINA 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.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange Act of 1934 require the Fund’s executive officers, Trustees and 10% shareholders (collectively, “Reporting Persons”), to file with the SEC and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of equity securities of the Fund. Reporting Persons are required by SEC regulations to furnish the Fund with copies of all Section 16(a) forms they file. To the Fund’s knowledge, based solely on review of the copies of such reports furnished to the Fund during the fiscal year ended March 31, 2020,2022, all Section 16(a) filing requirements applicable to the Reporting Persons were complied with.

Security Ownership of Certain Owners

To the Fund’s knowledge, no person owned beneficially 5% or more of the outstanding shares of the Fund as of the Record Date, except that, based on Schedule 13G filings, the following information with respect to beneficial ownership of more than 5% of the outstanding voting shares has been reported:

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As of the Record Date, Cede & Co. held approximately 96.21% of the outstanding voting shares of the Fund. (Cede & Co. is the nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer of stock.)

Shareholder Proposals

Proposals intended to be presented by shareholders for consideration at the 20212023 Annual Meeting of Shareholders must be received by the Secretary of the Fund at the Fund’s principal office no later than January 15, 202116, 2023 in order to be considered for inclusion in the proxy statement for that meeting. Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with these requirements. Shareholders who wish to make a proposal at the Fund’s 20212023 Annual Meeting of Shareholders, other than one that will be included in the Fund’s proxy materials, must notify the Fund no later than February 26, 2021.28, 2023. If a shareholder who wishes to present a proposal fails to notify the Fund by this date, the proxies solicited for the meeting will have discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting. If a shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the applicable proxy rules. Pursuant to the Fund’s Declaration of Trust and By-Laws, the Trustees shall call a meeting of shareholders for the purpose of voting upon the question of removal of one or more Trustees upon the written request of not less than 10% of the outstanding shares of the Fund.

Security Ownership of Certain Owners

To the Fund’s knowledge, no person owned beneficially 5% or more of the outstanding shares of the Fund as of the Record Date, except that, based on Schedule 13G filings, the following information with respect to beneficial ownership of more than 5% of the outstanding voting shares has been reported:

* These entities filed a combined Schedule 13G for the share amount and percentage shown.

As of the Record Date, Cede & Co. held approximately 95.06% of the outstanding voting shares of the Fund. (Cede & Co. is the nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer of stock.)

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.

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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.

By Order of the Trustees,

Clifford CorsoGuatam Khanna

President, Insight Select Income Fund

Dated: September 28, 2020May 16, 2022

IF YOU CANNOT ATTEND THE SPECIALANNUAL MEETING, VIRTUALLY, IT IS REQUESTED THAT YOU VOTE VIA THE INTERNET TELEPHONE, OR COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED SO THAT THE SPECIAL MEETING MAY BE HELD AND ACTION TAKEN ON THE MATTERS DESCRIBED HEREIN WITH THE GREATEST POSSIBLE NUMBER OF SHARES PARTICIPATING.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

INSIGHT SELECT INCOME FUND

PROXY FOR A SPECIAL MEETINGSOLICITED BY THE BOARD OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2020TRUSTEES.

The undersigned revoking previous proxies, hereby appoint(s)appoints Gautam Khanna, James DiChiaro and Thomas Stabile or either oneeach of them as proxies, for the undersigned, with full powerpowers of substitution and revocation, to vote all sharesattend the Annual Meeting of theShareholders of Insight Select Income Fund entitled to vote at a Special Meeting of Shareholders of the Fund to be held on November 5, 2020June 22, 2022 at 10:30 a.m. Eastern time, or at any adjournments thereof. If you planthereof and to attendvote all shares which the Special Meeting virtually onundersigned would be entitled to vote if personally present, upon the Internet, you must register by following the instructions containedmatters, as set forth in the “INFORMATION ABOUT ATTENDING THE MEETING” sectionNotice of the accompanying Proxy Statement,Annual Meeting of Shareholders, and at any adjournments or postponements thereof. This proxy shall be voted on the proposals described in the Proxy Statement andupon such other business as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Special Meeting andmeeting or any adjournment thereof.

If more than one of said proxies or postponements thereof. Receipttheir respective substitutes shall be present and vote at said meeting or any adjournment thereof, a majority of them so present and voting (or if only one be present and voting, then that one) shall have and exercise all the accompanying Notice of Special Meeting of Shareholders and Proxy Statement ispowers hereby acknowledged.

Do you have questions? If you havegranted. The undersigned revokes any questions about howproxy or proxies heretofore given to vote your proxysuch shares at said meeting or about the Special Meeting in general, please call toll-free (877) 783-5524.Representatives are available to assist youMonday through Friday 9 a.m. to 10 p.m. Eastern Time.any adjournment thereof.

ISI_32737_042022

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for this Specialthe

Annual Shareholder Meeting of Shareholdersto be held on June 22, 2022.

to Be Held on November 5, 2020. The Notice of the Special Meeting and Proxy Statement arefor this meeting is available at:

https://vote.proxyonline.com/Insight/docs/proxy2020.pdfwww.insightinvestment.com/globalassets/documents/us-redesign-documents/insight-select-income/fund-information/insight-select-income-fund-proxy-statement.pdf

We encourage you to vote by telephone or Internet using the control number that appears above. Voting by telephone or Internet will reduce the time and costs associated with this proxy solicitation. Whichever method of voting you choose, please read the enclosed Proxy Statement carefullyPlease detach at perforation before you vote.mailing.

IF INSTRUCTIONS ARE NOT GIVEN, THIS PROXY WILL BE TREATED AS GRANTING AUTHORITY TO VOTE IN FAVOR OF THE ELECTION OF ALL OF THE NOMINATED TRUSTEES AND ANY SUBSEQUENT PROPOSAL.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  ☒

This proxy is being solicited on behalf of the Board of Trustees

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSALS

To vote, mark circle per proposal in blue or black ink. Example:    ●

THANK YOU FOR VOTING