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 [    ], 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 during the meeting by visiting: www.meetingcenter.io/[    ] at the meeting date and time described in the accompanying proxy statement. The password for the meeting is [INSI2020]. To participate in the Special Meeting, you will need to log on using the control number from your proxy card. The control number can be found in the shaded box. There is no physical location for the Special 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

In the event that one or more of Proposals 2.1 through 2.8 is approved by the shareholders, such fundamental investment policy change will be implemented. In the event that one or more of Proposals 2.1 through 2.8 is not approved by the shareholders of the Fund, such change will not be implemented, and the Fund will continue to be managed in accordance with its current respective stated fundamental investment policy.

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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 provide that fees paid under that agreement will be based on managed assets; and (2) revisions to the Fund’s fundamental investment policies required by the Investment Company Act of 1940 (the “1940 Act”) and the elimination of certain 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 operations and make the Fund a more attractive investment alternative in a competitive marketplace.

The Adviser has requested, and the Board has approved, a change in the Fund’s investment strategy to use leverage in the management of the Fund (i.e., to allow the Fund to borrow money, or issue senior securities, or both, and to use the proceeds for investment purposes). In order to use leverage in the manner recommended by the Adviser and to the extent permitted by the 1940 Act, shareholders are being asked to approve revisions of the Fund’s fundamental investment policies with respect to borrowing and issuing senior securities. 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. In addition, the Adviser seeks to be compensated on all of the Fund’s assets 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 by visiting: www.meetingcenter.io/[ ] at the meeting date and time described in the accompanying proxy statement. The password for the meeting is [INSI2020]. To participate in the Special Meeting, you will need to log on using the control number from your proxy card. The control number can be found in the shaded box. There is no physical location for the Special 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 [ ], 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 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.

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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 strategies 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, changes to the Fund’s fundamental investment policies with respect to borrowing money and issuing senior securities require the approval of Shareholders. the Adviser has also requested that the Fund’s investment advisory agreement be amended to calculate the Fund’s investment advisory fee based on “managed assets” (i.e., net assets plus the proceeds from borrowings and the issuance of senior securities for investment purposes) rather than net assets. Finally, Shareholders are being asked to approve revisions to or the elimination of certain of the Fund’s other fundamental investment policies (adopted nearly 50 years ago at the Fund’s inception) in order to modernize the Fund’s investment policies. If these policies are revised and 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 certain investment strategies and techniques not contemplated at the time of the Fund’s inception.

At the Board’s meeting on March 18, 2020 (the “March Meeting”), the Adviser discussed the possibility of adding leverage to the Fund 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 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.

At the Board’s June 24, 2020 meeting (the “June Meeting”), the Adviser proposed that the Board approve, subject to required shareholder approval, a change in the Fund’s investment strategy to permit the use of leverage 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, or issue senior securities, or both, and to use the proceeds for investment purposes. No action was taken by the Board with respect to these matters at the June Meeting. The Board requested additional information from the Adviser to further consider the Leverage Proposal.

At a special meeting of the Board held on July 30, 2020 (the “July Meeting”), the Adviser provided additional information requested by the Board relating to the Leverage Proposal. The Board determined to approve the (1) change in investment strategy to allow the Fund to borrow money and/or issue senior securities for investment purposes, (2) amended investment advisory agreement (PROPOSAL 1), and (3) changes to the Fund’s fundamental investment policies (PROPOSAL 2). The Board determined to recommend that shareholders vote FOR the amended investment advisory agreement and the changes to the Fund’s fundamental investment policies.

The Fund’s use of leverage will be subject to asset coverage requirements of (i) 300% with respect to borrowings and the issuance of senior securities that are debt (e.g. bonds, and (ii) 200% with respect to the issuance of senior securities that are stock (e.g., preferred shares). Leverage will magnify investment, market and

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certain other risks. Leverage involves risks and special considerations for shareholders 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. The use of borrowing, as well as the issuance of senior securities, creates leverage (i.e., a fund’s investment exposures exceed its net asset value). Leverage increases a fund’s losses when the value of its investments declines. For more information regarding the proposed changes to the Fund’s fundamental investment policies, see PROPOSAL 2.

PROPOSAL 1: AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT TO PROVIDE THAT FEES PAID UNDER THAT AGREEMENT WILL BE BASED ON ALL MANAGED ASSETS

Insight North America LLC (“Adviser”), 200 Park Ave, 7th Floor, New York, NY 10166, serves as 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(“1940 Act”). The Fund currently knows of no reason why any of the trustees listed below would be unable or unwilling to serve if elected. All of the following nominees are currently Trustees of the Fund whose terms expire upon their election at the next Annual Meeting or when their successors are elected and qualify. Officers of the Trust serve until death, resignation or removal. Certain information regarding each of the nominees as well as the current Trustees and executive officers of the Fund is set forth below. Unless otherwise noted, the mailing address of each Trustee and executive officer is c/o Insight North America LLC (herein referred to as “INA” or the “Adviser”), 200 Park Avenue, 7th Floor, New York, NY 10166.

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Current Trustees and Officers

Additional Information Concerning the Board of Trustees

The Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Board possesses the requisite skills and attributes. The Board believes that the Trustees’ ability to review, critically evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, counsel

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and independent auditors, and to a numberexercise effective business judgment in the performance of other advisory clients. their duties, support this conclusion.

Each Trustee of the Fund is not an “interested person” (as defined in the 1940 Act) of the Fund (such Trustees who are not interested persons of the Fund being referred to as the “Independent Trustees”).

Trustee Qualification

The Adviserfollowing is a wholly owned subsidiarybrief discussion of the experience, qualifications, attributes and/or skills that led to the Board of Trustees’ conclusion that each individual identified below is qualified to serve as a Trustee of the Fund. In determining that a particular Trustee was qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which was controlling. The BankBoard believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of New York Mellon Corporation. their duties, support the conclusion that each Trustee is qualified to serve as a Trustee of the Fund.

In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee: Mr. Brown, business, accounting and finance expertise and experience as a president, board member and/or executive officer of various businesses; Ms. Harvey, business and finance expertise, including fixed income investment management experience, and experience as a senior vice president, chairperson, principal and/or board member of various businesses and non-profit and other organizations; Mr. Spock, business and finance expertise and experience as an executive vice president, vice president and chief financial officer of various businesses; and Ms. Welsh, business, finance and accounting expertise, experience as a college treasurer and chief financial officer, and experience as a board and/or investment committee member of various non-profit organizations. References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate, and appropriately diverse, skills and experience to oversee the business of the Trust.

The AdviserBoard has determined that its leadership structure is partappropriate given the business and nature of Insightthe Fund. The Chairman of the Board is an Independent Trustee. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board of Trustees and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board of Trustees. The Chairman also presides at all meetings of the Board of Trustees and acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board of Trustees from time to time. Except for any duties specified herein or Insight Investment,pursuant to the corporate brand for certain asset management companies operated by Insight Investment Management Limited,Trust’s Declaration of Trust or By-Laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Board also considered that the chairperson of each Board committee is an Independent Trustee, which yields similar benefits with respect to the functions and activities of the various Board committees. Through the committees, the Independent Trustees consider and address important matters involving the Fund, including 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 thethose presenting conflicts or potential for 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 may arise in connection withits committees help ensure that the Adviser’s status as an affiliated personFund has effective and independent governance and oversight. The Board also believes that its leadership structure facilitates the orderly and efficient flow of The Bank of New York Mellon Corporation and its subsidiaries.information to the Independent Trustees from Fund management.

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Trustees Attendance At Meetings

The Adviser, or its affiliates, has served as investment adviser toBoard held four regular meetings and two special meetings during 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 shareholdersFund’s fiscal 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 approvedan Audit Committee and has adopted a written charter for the Audit Committee, available at least annuallythe 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 was most recently approved unanimouslyFund 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 Fund’s Board ofNew 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 Nominating 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 President ofBoard; (ii) whether the Fund; (3) James DiChiaro, Vice President of the Fund; (4) Thomas Stabile, Treasurer and Vice President of the Fund; and (5) Seth Gelman, Secretary and Chief Compliance Officer of the Fund.

Proposed Amendment to Advisory Agreement

In connection with the decision of the Board to change the Fund’s investment strategy to allow the Fund to employ leverage, it was determined that, as currently formulated, the language in the Existing Agreement relating to the calculation of the fees paid by the Fund to the Adviserperson is not broad enough to permit those fees to be based on all of the assetsan “interested person” of the Fund that will be managed byas defined in Section 2(a)(19) of the Adviser as part1940 Act; (iii) the needs of the Fund with respect to the particular talents and experience of its investment program. The current fee formulation provides that fees shall be based onTrustees; (iv) the Fund’s month-end “net assets.” This term would not normally include proceedsknowledge, skills and experience of borrowings ornominees in light of prevailing business conditions and the issuance of senior securities, even when the proceeds are used for investment purposes. Also, under regulatory interpretations applicable to preparationknowledge, skills and experience already possessed by other members of the Fund’s financial statements,Board; (v) experience with accounting rules and practices; (vi) whether the term “net assets” would not include assets attributable to senior securities (such as certain preferred stock) that might be redeemedperson has attained the mandatory retirement age, and (vii) all applicable laws, rules, regulations, and listing standards.

The Board, upon an event not under the controlrecommendation of the Fund. TheseNominating Committee, has adopted a mandatory retirement policy requiring each Trustee to submit his resignation from the Board effective on a date no later than the last day of the fiscal year in which he or she attains the age of seventy-five years. The Nominating Committee’s goal is to assemble a Board that brings to the Fund a variety of perspectives and skills derived from high quality business and professional experience.

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interpretationsOther than the foregoing, there are intended to clarify that securities of that type should not be included in a company’s financial statementsno stated minimum criteria for Trustee nominees, although the Nominating Committee may also consider such other factors 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 services to the Fund. In addition to being attentive to the various technical concerns in dealing with senior securities and borrowings, the Board noted that the Adviser would be responsible for identifying additional investment opportunities for the proceeds of these borrowings 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.

The Board noted that it had determined to seek shareholder approval to broaden the Fund’s authority to borrow; and for 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 determinedmay 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). 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 compensationor any member of their investment adviser on the basis of total managed assets, including the proceeds of any borrowing used for investment and the proceeds of any issuance of senior securities.

In considering this matter, the Board hadby mail. To communicate with the opportunity to consult with counsel regardingBoard or any member of the proposed amendmentBoard correspondence should be addressed to the Existing Agreement. The Board includingor the trustees that are not “interested persons,” as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), voting separately, unanimously determined at the July 2020 Meeting,Board members with whom you wish to recommend that shareholders approve a change in the fee calculation provision of the Existing Agreement to clarify that feecommunicate by either name or title. All such correspondence should be sent to the Adviser will be compensated based on all assets under management, including the proceedsprincipal place of any borrowing used for investment 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 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 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 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 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.

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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 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 proposed change in the fee language of the Amended Advisory Agreement had been in effect during the Fund’s most recently completed fiscal year, 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 30, 2020. This is as a result of the Adviser’s fee being calculated based on the Fund’s average daily managed assets, as opposed to month-end managed assets. In addition,31, 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 30, 2020. If31, 2022 is set forth in the amountcompensation table below. None 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 toTrustees serves on 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. The 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.

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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 $[ ] 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 the amendmentother registered investment company to the Existing Agreement and determined that the Fund’s entry into such agreement is in the best interests of the Fund and its Shareholders.

In reaching its decision to approve the amendment to the Existing Agreement (the Existing Agreement, as amended, the “Amended Advisory Agreement”), the Board received information from the Adviser regarding its proposal to add leverage to the Fund by borrowing money, or issuing senior securities, or both, (the “Leverage Proposal”) and to amend the Existing Agreement to calculatewhich 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 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 that the calculationadviser or an affiliated person of the Fund’s investment adviser provides investment advisory fee be based on average daily “managed assets.” The Adviser provided the Board with documents and 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. However, 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, the Board was provided with, and reviewed, information in advance of the June Meeting, which included, among 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”).

The Board considered (i) the nature, extent, and quality of the services provided by the Adviser; (ii) the investment performance of the Fund and the Adviser; (iii) 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; (iv) the extent to which economies of scale would be realized as a Fund grows; and (v) whether fee levels reflect these economies of scale for the benefit of Fund investors. 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. The Board noted, however, that ongoing discussions with the Adviser regarding the Leverage Proposal may culminate in the approval of the proposed Amended Advisory

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Agreement before the expiration of the additional one year period of the Existing Agreement but that, at the June Meeting, the issue was not ripe for the Board’s consideration.

Before the July Meeting, the Adviser provided additional information relating to the Leverage Proposal and proposed Amended Advisory Agreement including, but not limited to, an updated 15(c) Response reflecting the proposed investment strategies, peer funds, and pro forma profitability and expenses of the Adviser, updated to reflect the Leverage Proposal. For example, the comparison of peer funds included the performance and fee information for a set of levered closed-end fixed income funds. In addition, the Board heard a presentation by the Adviser, and asked questions regarding the implementation of the Leverage Proposal. The Board considered that, if implemented, the Leverage Proposal may increase the common share dividend yield, increase the net expense ratio per share of the Fund, and increase the net distributable income of the Fund. In addition, the Board considered that, if implemented, the Leverage Proposal may help increase the Fund’s visibility in the marketplace and tradability, potentially helping to reduce the discount to net asset value that the Fund’s common shares trade at.

The Board also noted the effect that the Amended Advisory Agreement would have on the Adviser’s profitability. The Board noted that if the Leverage Proposal is approved and the Amended Advisory Agreement is adopted in connection therewith, 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 the Adviser plans to invest the borrowed funds or proceeds of issuances of senior securities using the same investment strategies and techniques as used for investment of the paid-in capital.

The table below illustrates the effect of leverage on the Adviser’s gross advisory fee on a pro forma basis as of June 30, 2020:

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 standard of conduct required of the Board in approving 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 AND ELIMINATIONS OF THE FUND’S FUNDAMENTAL INVESTMENT POLICIES

Upon the recommendation of the Adviser, the Board has reviewed the Fund’s 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 does not anticipate that the proposed changes, individually or in the aggregate, will materially change the overall level of risk associated with investing in the Fund. Furthermore, the Board believes these amendments do not indicate a departure from the principal investment objectives and strategies long held by the Fund’s management. Should the Proposals be approved by shareholders, it is anticipated that they would become effective on or about November [ ], 2020.

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 2.1: Revise the Fund’s fundamental investment policy related to borrowing money.

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.

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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.

Proposal 2.2: Revise the Fund’s fundamental investment policy related to issuing senior securities.

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.

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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).

Proposal 2.3: Revise the Fund’s fundamental investment policy related to underwriting securities issued by other persons.

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.

Proposal 2.4: Revise the Fund’s fundamental investment policy related to investment concentration.

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.

Proposal 2.5: Revise the Fund’s fundamental investment policy related to purchasing or selling real estate.

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.

Proposal 2.6: Revise the Fund’s fundamental investment policy related to purchasing or selling commodities.

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.

Proposal 2.7: Revise the Fund’s fundamental investment policy related to making loans to other persons.

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.

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Proposal 2.8: 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.

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

PROPOSED REVISIONS TO THE FUND’S FUNDAMENTAL INVESTMENT POLICIES

*******

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 March 31, 2020.

Independent Trustees2022.

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.

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“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 solicitationquorum is 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 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.present.

ADDITIONAL INFORMATION

INFORMATION ABOUT ATTENDING THE MEETING

Instructions regarding how to vote via the Internet are included on the proxy card. The required control number for Internet voting is printed on the proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, shares are voted in accordance with the proxy card bearing the latest date.

Only shareholders or their duly appointed proxy holders can attend the SpecialAnnual Meeting (virtually)(in person) and any adjournment or postponement thereof. You will be able

Due to attend and participate in the Special Meeting online, vote your shares electronically and submit your questions by visiting: www.meetingcenter.io/[ ] atpublic health impact of the meeting date and time described in this Proxy Statement. The passwordcoronavirus, or COVID-19, we are planning for the meeting is [INSI2020].

To participate in the Special Meeting, you willpossibility that we may need to log on usingswitch to an alternative method of holding the control number from your proxy card. The control number can be found in the shaded box. There is no physical location for the Special Meeting.

If you are a registered shareholder, you do not need to register to attend the Special Meeting virtually on the Internet. Please follow the instructions on the proxy card that you received.

If you hold your shares through an intermediary,meeting, such as a bank or broker, you must registervirtual 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 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 attendserve as the SpecialFund’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 available virtually at the Annual Meeting virtuallyand will have an opportunity to make a statement, if asked, and will be available to respond to appropriate questions.

REPORT OF THE AUDIT COMMITTEE

During the fiscal year ended March 31, 2022, the Audit Committee met once and has reviewed and discussed the Fund’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 letter 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 Internet. To registerAudit Committee recommended to attend the Special Meeting onlinefull Board that the audited financial statements of the Fund be included in the Fund’s annual report to shareholders for filing with the SEC for the fiscal year ended March 31, 2022.

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The Audit 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 the Fund by webcast you must submit proofTait 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 your proxy power (legal proxy) reflecting yourthe Fund holdings alongand 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 your nametax compliance, tax advice and email addresstax 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 AST. Requestsproducts 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 registration mustsuch services and terms thereof) to be labeledperformed 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 “Legal Proxy”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 received no later than 5:00 p.m., Eastern Time, three dayspresented 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 meeting datecompletion of the audit). The Chair of the Audit Committee has the authority to grant pre-approvals of audit and time described in this Proxy Statement. You will receive a confirmation of your registrationpermissible non-audit services by email after we receive your registration materials.

Requests for registration shouldthe independent public accountants, provided that all pre-approvals by the Chair must be directed to us by emailing an image of your legal proxy, to [•].

The online meeting will begin promptly at 10:30 a.m., Eastern time. We encourage you to access the meeting priorpresented to the start time leaving ample timefull 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.

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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 Delaware limited liability companycorporation 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:

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.)

Each Trustee’s individual shareholdings of the Fund constituted less than 1% of the outstanding shares of the Fund, and as a group, the Trustees and officers of the Fund owned less than 1% of the shares of the Fund.

Shareholder Proposals

Proposals intended to be presented by shareholders for consideration at the 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.

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Security OwnershipOther Matters

Neither the Board of Certain Owners

ToTrustees nor management know of any matters to be presented at the Fund’s knowledge, no person owned beneficially 5% or more ofAnnual Meeting other than those mentioned in this Proxy Statement. If any other business should come before the outstanding shares ofmeeting, the Fund as of the Record Date, except that, based on Schedule 13G filings, the following informationproxies will vote thereon in accordance with respect to beneficial ownership of more than 5% of the outstanding voting shares has been reported:

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.their best judgment.

By Order of the Trustees,

Clifford CorsoGuatam Khanna

President, Insight Select Income Fund

Dated: September [ ], 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 Shareholders to Be Heldbe held on November 5, 2020. June 22, 2022.

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

Please detach at perforation before 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:  ☒