N-CSR 1 d716494dncsr.htm INSIGHT SELECT INCOME FUND Insight Select Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number            811-02201                 

                         Insight Select Income Fund                                        

(Exact name of registrant as specified in charter)

200 Park Avenue, 7th Floor

                         New York, NY 10166                        

(Address of principal executive offices) (Zip code)

Clifford D. Corso

200 Park Avenue, 7th Floor

                             New York, NY 10166                            

(Name and address of agent for service)

Registrant’s telephone number, including area code: 212-527-1800

Date of fiscal year end: March 31

Date of reporting period:  March 31, 2019


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.


Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you invest through a financial intermediary, and you already elected to receive a shareholder reports electronically (“edelivery”), you will not be affected by this change and you need not take any action. If you have not already elected edelivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary. If you invest directly with the Fund, you can make your preference known through the means below.

Online:

Visit www-us.computershare.com/investor to log into your account and select “Communication Preferences” to set your preference.

Telephone:

Contact the Fund at 1-866-333-6685

Overnight Mail:

Computershare Investor Services, 462 South 4th Street, Suite 1600, Louisville, KY, 40202

Regular Mail:

Computershare Investor Services, PO Box 505000, Louisville, KY, 40233-5000

 

1


INSIGHT SELECT INCOME FUND SHAREHOLDER LETTER

For the Year Ended 03/31/19

April 15, 2019

DEAR SHAREHOLDERS:

Over the last twelve months, the US economy has grown strongly, underpinned by 4% consumption growth, continued business investment and an acceleration of government spending. Alongside this, unemployment has moved below 4%, which has helped push wage growth north of 3%. US GDP growth for the fourth quarter was 2.2% and a very respectable 2.9% for the full year. Corporate profitability has also been strong, aided significantly by the 2017 tax cuts. Given this robust domestic economic backdrop, 2018 was actually a breakout year for growth, which was one of the contributing factors behind the Federal Reserve (Fed) increasing the funds rate four times, ending the year with their target rate at a range of 2.25% to 2.5%. Let us not forget that, post financial crisis, GDP growth in the US averaged less than 2% from 2009 to 2017.

Concerns about global growth have increased, given mounting trade tensions between the US and China and the potential implications for Europe and the emerging markets. We envision US GDP growth for 2019 to be slightly above trend at 2.3%. Our base case is one in which the US economy remains in a self-sustaining expansion, although growth will be somewhat slower than the 2018 pace. US growth in this cycle has remained below trend at around 2% since the financial crisis; and in post-war history, this cycle has exhibited the shallowest growth trajectory post-recession. Perhaps the slower growth and elevated skepticism throughout most of this expansion has reduced the potential build-up of excesses in the economy, which could help further prolong this expansion. While Chairman Jerome Powell is perhaps less sensitive to market volatility than his predecessors, we believe this Fed does remain data-dependent and a deterioration in the outlook would halt additional monetary policy tightenings altogether.

The mood in the market was somber at the start of the year, as was the case for most of 4th quarter of 2018, resulting in arguably oversold conditions. The negative sentiment was based on a concern that the Fed would continue to raise rates, as evidenced by their dot plot at the time – all in the face of a growing concern that the global economy was slowing. The narrative around a global growth slowdown was fueled by negative economic data out of Europe with PMI data signaling contraction in many countries including Germany. The ongoing trade negotiations with China didn’t help matters as concerns over a derailment in progress there would also contribute to a slowing global economy.

In early 2019, the Fed communicated its intention to take a pause from additional rate hikes and during its March meeting also stated that their balance sheet reduction program would slow in May and end in September. At the same time, the trade dispute between the US and China still remains outstanding, but there have been rumors that negotiations are heading in the right direction. Both of these factors weighed on investor sentiment, resulting in a strong rally in risk assets in the first quarter of 2019. Equity markets led from the front returning 13.6% during the first quarter, generally erasing equity losses in the 4th quarter of 2018. In credit markets, both investment grade and high yield corporate bonds exhibited robust performance generating returns of 5.14% and 7.26%, respectively. This optimistic outlook in the credit markets was not shared in the rates market as interest rates remained depressed globally. German 10-year bunds traded to negative yields joining Japan and Switzerland. The US rates market remained well bid, shifting the entire rate curve lower. Specifically, during the quarter the 2-year US Treasury yield fell by 23bp, 10-year yield fell by 28bp and 30-year yield fell by 20bp. Volatility declined and remained below recent averages. The labor market remains relatively strong, registering 541,000 new non-farm payrolls during the first quarter coupled with an unemployment rate of merely 3.8%. Wage growth continues to improve and has edged above 3%.

 

2


Looking ahead at 2019 in more detail, we believe the domestic economy will continue to perform given strong consumption and the continued effects of fiscal stimulus. Economic growth forecasts have dipped across the board, particularly for Europe and China, with US expected to slow from 2018 levels toward 2%. Global inflation is expected to moderate to 3.1% and within developed markets inflation is expected to remain below the typical 2% central bank target. A further escalation of trade-related tensions and a cyclical slowdown in Europe are downside risks to our base case. While these events could slow growth, we don’t believe they are likely to tip the US into a recession, given the relatively strong domestic economic momentum.

We continue to reduce the fund’s exposure to corporate credit and have migrated the fund’s investments up the ratings’ spectrum in terms of credit quality, while emphasizing improving credits or those that we believe represent stable sources of income. We recognize that high yield valuations have come a long way since the start of the year and we remain cautious on generic market beta, while focusing on idiosyncratic opportunities within the sector. Recent shifts in the portfolio have included an increase in allocation to the securitized sectors that potentially outperform late in an economic cycle and offer structural protections. We continue to scrutinize investment grade credits that have levered up in this cycle due to mergers and acquisitions or share repurchases to assess whether their balance sheets are on a stable footing. These efforts are aimed at minimizing price effects from negative credit migration. The duration of the portfolio remains near neutral, relative to the index, given global macro risk events that continue to weigh on market sentiment.

As of March 31, 2019, the Fund had a net asset value (NAV) of $20.57 per share. This represents a 0.10% increase from $20.55 per share on March 31, 2018. On March 31, 2019, the Fund’s closing price on the New York Stock Exchange was $19.22 per share, representing a 6.56% discount to NAV per share, compared with a 5.74% discount as of March 31, 2018. One of the primary objectives of the Fund is to maintain a high level of income. On March 18, 2019, the Board of Trustees declared a dividend payment of $0.20 and an additional cash dividend of $0.14 per share payable on May 8, 2019 to shareholders of record on April 5, 2019. On an annualized basis, including the pending dividend, the annual dividend payment from ordinary income equates to a total of $0.80 per share, representing a 4.30% dividend yield based on the market price on April 15, 2019 of $18.61 per share. The one-time additional cash dividend of $0.14 is in addition to the quarterly dividend and will be paid out of the Fund’s undistributed taxable income (“spillover income”, or taxable net income in excess of dividends paid) as of December 31, 2018. The dividend is evaluated on a quarterly basis and is based on the income generation capability of the portfolio and is not guaranteed for any period of time.

Total Return-Percentage Change (Annualized for periods longer than 1 year)

In Net Asset Value Per Share with All Distributions Reinvested1

 

     6 Months
to
3/31/19
    1 Year
to
3/31/19
    3 Years
to
3/31/19
    5 Years
to
3/31/19
    10 Years
to
3/31/19
 

Insight Select Income Fund

     4.12     4.52     5.41     4.52     8.63

Bloomberg Barclays U.S. Credit Index2

     4.89     4.89     3.48     3.61     6.22

 

1 – This is historical information and should not be construed as indicative of any likely future performance.

2 – Source: Bloomberg Barclays as of March 31, 2019. Comprised primarily of US investment grade corporate bonds (Fund’s Benchmark).

The Fund’s performance for the 10-year historical periods (shown above) reflects the 4.79% dilution of NAV resulting from the rights offering in the third quarter of 2009. After adjusting for the impact of the rights offering, we estimate the 10-year annualized return to be 9.12%. The returns noted in the table above are actual returns as calculated by the fund administrator, BNY Mellon Investment Servicing (US) Inc., and do not adjust for the dilution from the rights offering.

 

3


Yield represents the major component of return in most fixed income portfolios. Given this Fund’s emphasis on income and the dividend, we generally will not have material exposure to low yielding US Treasuries and will maintain meaningful exposure to corporate bonds. When it comes to management of credit risk, we try to look through periods of volatility to focus on an investment’s long-term creditworthiness to assess whether it will provide an attractive yield to the Fund over time.

The Fund’s performance will continue to be subject to trends in long-term interest rates and to corporate yield spreads. Consistent with our investment discipline, we continue to emphasize diversification and risk management within the bounds of income stability. The pie chart below summarizes the portfolio quality of the Fund’s assets as of March 31, 2019:

Percent of Total Investment (Lower of S&P and Moody’s Ratings)3

 

LOGO

 

3 

For financial reporting purposes, credit quality ratings shown above reflect the lowest rating assigned by either Standard & Poor’s (“S&P”) or Moody’s Investors Service (“Moody’s”) if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated NR are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings and the Fund’s allocation to the ratings categories are subject to change at any time without notice.

We would like to remind shareholders of the opportunities presented by the Fund’s dividend reinvestment plan referred to in the Shareholder Information section of this report. The dividend reinvestment plan affords shareholders a price advantage by allowing them to purchase shares at NAV or market price, whichever is lower. This means that the reinvestment price is at market price when the Fund is trading at a discount to NAV, as is currently the situation, or at NAV per share when market trading is at a premium to that value. To participate in the plan, please contact BNY Mellon Investment Servicing (US) Inc. the Fund’s Transfer Agent and Dividend Paying Agent, at 1-866-333-6685. The Fund’s investment adviser, Insight North America LLC, may be reached at 1-212-527-1800.

 

LOGO

Cliff Corso

President

Mr. Corso’s comments reflect the investment adviser’s views generally regarding the market and the economy, and are compiled from the investment adviser’s research. These comments reflect opinions as of the date written and are subject to change at any time.

 

4


Opinions expressed herein are current opinions of Insight, and are subject to change without notice. Insight assumes no responsibility to update such information or to notify a client of any changes. Any outlooks, forecasts or portfolio weightings presented herein are as of the date appearing on this material only and are also subject to change without notice. Insight disclaims any responsibility to update such views. No forecasts can be guaranteed.

Information herein may contain, include or is based upon forward-looking statements within the meaning of the federal securities laws, specifically Section 21E of the Securities Exchange Act of 1934, as amended. Forward- looking statements include all statements, other than statements of historical fact, that address future activities, events or developments, including without limitation, business or investment strategy or measures to implement strategy, competitive strengths, goals expansion and growth of our business, plans, prospects and references to future or success. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Words such as ‘anticipate,’ ‘estimate,’ ‘expect,’ ‘project,’ ‘intend,’ ‘plan,’ ‘believe,’ and other similar words are intended to identify these forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results or outcomes. Consequently, no forward-looking statement can be guaranteed. Our actual results or outcomes may vary materially. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Past performance is not a guide to future performance, which will vary. The value of investments and any income from them will fluctuate and is not guaranteed (this may partly be due to exchange rate changes). Future returns are not guaranteed and a loss of principal may occur.

The quoted benchmarks within this presentation do not reflect deductions for fees, expenses or taxes. These benchmarks are unmanaged and cannot be purchased directly by investors. Benchmark performance is shown for illustrative purposes only and does not predict or depict the performance of any investment. There may be material factors relevant to any such comparison such as differences in volatility, and regulatory and legal restrictions between the indices shown and the strategy.

 

5


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and

Board of Trustees of

Insight Select Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Insight Select Income Fund (the “Fund”), including the schedule of investments, as of March 31, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Fund’s auditor since 2003.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of March 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

May 9, 2019

 

6


SCHEDULE OF INVESTMENTS March 31, 2019

 

     Moody’s/
Standard &
Poor’s
Rating(a)
     Principal
Amount (000’s)
     Value
(Note 1)
 

CORPORATE DEBT SECURITIES (75.70%)

        

AUTOMOTIVE (2.51%)

        

Ford Holdings LLC, Co. Gty., 9.30%, 03/01/30

     Baa3/BBB      $     1,000      $     1,183,561  

Ford Motor Co., Sr. Unsec. Notes, 8.90%, 01/15/32

     Baa3/BBB        500        575,220  

Ford Motor Credit Co. LLC, Sr. Unsec. Notes, 2.343%, 11/02/20

     Baa3/BBB        1,719        1,680,817  

General Motors Financial Co. Inc., Sr. Unsec. Notes, (3M LIBOR +1.10%), 3.838%, 11/06/21(e)

     Baa3/BBB        2,115        2,099,747  
        

 

 

 
           5,539,345  
        

 

 

 

CHEMICALS (1.27%)

        

Nutrien, Ltd., Sr. Unsec. Notes, 4.20%, 04/01/29(b)

     Baa2/BBB        319        328,482  

Union Carbide Corp., Sr. Unsec. Notes, 7.75%, 10/01/96

     Baa2/BBB        2,000        2,464,166  
        

 

 

 
           2,792,648  
        

 

 

 

DIVERSIFIED FINANCIAL SERVICES (11.87%)

        

AerCap Ireland Capital DAC, Co. Gty., 4.45%, 04/03/26(b)

     Baa3/BBB-        317        317,537  

American Express Co., Sr. Unsec. Notes, 3.40%, 02/22/24(b)

     A3/BBB+        2,151        2,185,617  

Bank of America Corp., Sr. Unsec. Notes, (3M LIBOR +0.79%), 3.004%, 12/20/23(b),(c)

     A2/A-        758        754,981  

Bank of America Corp., Sr. Unsec. Notes, (3M LIBOR +0.81%), 3.366%, 01/23/26(b),(c)

     A2/A-        559        559,392  

Barclays Bank PLC, Sr. Unsec. Notes, (3M LIBOR +0.46%), 3.259%, 01/11/21(b),(e)

     A2/A        1,233        1,224,914  

Barclays PLC, Sub. Notes, 4.836%, 05/09/28(b)

     Ba1/BB+        906        896,228  

CDP Financial, Inc., Co. Gty., 4.40%, 11/25/19, 144A

     Aaa/AAA        400        404,533  

Citigroup, Inc., Sr. Unsec. Notes, (3M LIBOR +1.563%), 3.887%, 01/10/28(b),(c)

     A3/BBB+        1,100        1,117,033  

Citigroup, Inc., Sr. Unsec. Notes, 8.125%, 07/15/39

     A3/BBB+        70        105,228  

Citigroup, Inc., Sub. Notes, 4.60%, 03/09/26

     Baa2/BBB        988        1,032,062  

Citigroup, Inc., Sub. Notes, 5.30%, 05/06/44

     Baa2/BBB        926        1,020,299  

Credit Agricole SA, Sub. Notes, (5Yr Swap +1.644%), 4.00%, 01/10/33, 144A(b),(c)

     Baa2/BBB+        1,025        989,249  

Danske Bank A/S, Sr. Unsec. Notes, 5.00%, 01/12/22, 144A

     Baa2/BBB+        739        757,873  

Discover Financial Services, Sr. Unsec. Notes, 10.25%, 07/15/19

     Baa3/BBB-        200        204,010  

GE Capital International Funding, Co. Gty., 4.418%, 11/15/35

     Baa1/BBB+        588        543,598  

General Electric Co., Sr. Unsec. Notes, 6.875%, 01/10/39

     Baa1/BBB+        287        339,369  

General Electric Co., Sr. Unsec. Notes, 4.125%, 10/09/42

     Baa1/BBB+        940        815,749  

Goldman Sachs Group, Inc., Sr. Unsec. Notes, 3.50%, 11/16/26(b)

     A3/BBB+        1,040        1,026,114  

Goldman Sachs Group, Inc., Sr. Unsec. Notes, (3M LIBOR +1.75%), 4.515%, 10/28/27(b),(e)

     A3/BBB+        550        555,464  

HSBC Capital Funding LP, Co. Gty., (3M LIBOR +4.98%), 10.176%, 06/30/30, 144A(b),(c),(d)

     Baa2/BBB-        2,180        3,204,164  

JPMorgan Chase & Co., Jr. Sub. Notes, (3M LIBOR +2.58%), 4.625%, 11/01/22(b),(c),(d)

     Baa2/BBB-        1,159        1,077,870  

Lincoln Finance, Ltd., Sr. Sec. Notes, 7.375%, 04/15/21, 144A(b)

     B1/BB+        225        229,387  

Morgan Stanley, Sub. Notes, 4.35%, 09/08/26

     Baa2/BBB        1,500        1,538,913  

Nuveen LLC, Co. Gty., 4.00%, 11/01/28, 144A(b)

     Aa2/AA        642        684,858  

PNC Financial Services Group, Inc., Jr. Sub. Notes, (3M LIBOR +3.30%), 5.00%, 11/01/26(b),(c),(d)

     Baa2/BBB-        757        745,645  

Santander UK PLC, Sr. Unsec. Notes, (3M LIBOR +0.30%), 3.038%, 11/03/20(e)

     Aa3/A        1,623        1,620,908  

UBS AG, Sub. Notes, 7.625%, 08/17/22

     NR/BBB+        2,000        2,202,360  
        

 

 

 
           26,153,355  
        

 

 

 

ENERGY (10.37%)

        

Andeavor Logistics LP, Co. Gty., 4.25%, 12/01/27(b)

     Ba1/BBB-        901        905,344  

Antero Midstream Partners LP, Sr. Unsec. Notes, 5.75%, 03/01/27, 144A(b)

     Ba3/BB+        681        691,215  

CITGO Petroleum Corp., Sr. Sec. Notes, 6.25%, 08/15/22, 144A(b)

     B3/B+        3,633        3,610,294  

Enbridge, Inc., Sr. Unsec. Notes, 5.50%, 12/01/46(b)

     Baa2/BBB+        1,496        1,785,397  

Enbridge, Inc., Sub. Notes, (3M LIBOR +3.89%), 6.00%, 01/15/77(b),(c)

     Ba1/BBB-        750        744,375  

Enterprise Products Operating LLC, Co. Gty., (3M LIBOR +2.57%), 5.375%, 02/15/78(b),(c)

     Baa2/BBB-        342        305,081  

Florida Gas Transmission Co. LLC, Sr. Unsec. Notes, 9.19%, 11/01/24, 144A

     Baa2/BBB+        60        67,477  

 

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

 

7


SCHEDULE OF INVESTMENTS — continued

 

     Moody’s/
Standard &
Poor’s
Rating(a)
     Principal
Amount (000’s)
     Value
(Note 1)
 

CORPORATE DEBT SECURITIES (Continued)

        

ENERGY (Continued)

        

Kinder Morgan, Inc., Co. Gty., 8.05%, 10/15/30

     Baa2/BBB      $     1,000      $     1,278,030  

Kinder Morgan, Inc., Co. Gty., 5.55%, 06/01/45(b)

     Baa2/BBB        1,755        1,914,054  

Marathon Petroleum Corp., Sr. Unsec. Notes, 4.75%, 09/15/44(b)

     Baa2/BBB        1,266        1,260,364  

Marathon Petroleum Corp., Sr. Unsec. Notes, 5.85%, 12/15/45(b)

     Baa2/BBB        500        535,637  

MPLX LP, Sr. Unsec. Notes, 5.20%, 03/01/47(b)

     Baa3/BBB        641        650,414  

MPLX LP, Sr. Unsec. Notes, 5.50%, 02/15/49(b)

     Baa3/BBB        694        740,262  

MPLX LP, Sr. Unsec. Notes, 4.90%, 04/15/58(b)

     Baa3/BBB        561        527,743  

NGPL PipeCo LLC, Sr. Unsec. Notes, 7.768%, 12/15/37, 144A

     Ba1/BBB-        505        606,000  

Panhandle Eastern Pipe Line Co. LP, Sr. Unsec. Notes, 7.00%, 07/15/29

     Baa3/BBB-        1,000        1,152,817  

Petroleos Mexicanos, Co. Gty., 8.00%, 05/03/19

     Baa3/BBB+        250        250,750  

Petroleos Mexicanos, Co. Gty., 6.00%, 03/05/20

     Baa3/BBB+        478        488,970  

Spectra Energy Partners LP, Co. Gty., 3.375%, 10/15/26(b)

     Baa2/BBB+        803        789,748  

Sunoco LP, Co. Gty., 5.50%, 02/15/26(b)

     B1/BB-        700        693,000  

USA Compression Partners LP, Sr. Unsec. Notes, 6.875%, 09/01/27, 144A(b)

     B3/B+        554        563,002  

Valero Energy Corp., Co. Gty., 8.75%, 06/15/30

     Baa2/BBB        1,000        1,350,159  

Valero Energy Corp., Sr. Unsec. Notes, 10.50%, 03/15/39

     Baa2/BBB        500        797,660  

Williams Cos., Inc., Sr. Unsec. Notes, 7.50%, 01/15/31

     Baa3/BBB        911        1,144,247  
        

 

 

 
           22,852,040  
        

 

 

 

FOOD AND BEVERAGE (1.49%)

        

Anheuser-Busch InBev Worldwide, Inc., Co. Gty., 4.70%, 02/01/36, 144A(b)

     Baa1/A-        645        644,346  

Anheuser-Busch InBev Worldwide, Inc., Co. Gty., 4.90%, 02/01/46, 144A(b)

     Baa1/A-        256        257,123  

Anheuser-Busch InBev Worldwide, Inc., Co. Gty., 8.20%, 01/15/39

     Baa1/A-        27        37,471  

Campbell Soup Co., Sr. Unsec. Notes, 4.15%, 03/15/28(b)

     Baa2/BBB-        551        548,894  

General Mills, Inc., Sr. Unsec. Notes, 3.20%, 04/16/21

     Baa2/BBB        220        221,908  

Grupo Bimbo SAB de CV, Sub. Notes, (H15T5Y +3.28%), 5.95%, 04/17/23, 144A(b),(c),(d)

     Ba1/BB+        1,020        1,048,560  

Mars, Inc., Co. Gty., 3.95%, 04/01/49, 144A(b)

     A1/NA        518        523,531  
        

 

 

 
           3,281,833  
        

 

 

 

GAMING, LODGING & LEISURE (0.96%)

        

Wyndham Destinations, Inc., Sr. Sec. Notes, 5.75%, 04/01/27(b)

     Ba2/BB-        2,140        2,122,666  
        

 

 

 

HEALTHCARE (0.17%)

        

Mylan NV, Co. Gty., 3.95%, 06/15/26(b)

     Baa3/BBB-        397        378,749  
        

 

 

 

INDUSTRIAL (2.94%)

        

3M Co., Sr. Unsec. Notes, 4.00%, 09/14/48(b)

     A1/AA-        1,019        1,066,017  

Altria Group, Inc., Co. Gty., 4.80%, 02/14/29(b)

     A3/BBB        527        543,287  

Altria Group, Inc., Co. Gty., 5.95%, 02/14/49(b)

     A3/BBB        329        353,035  

Elanco Animal Health, Inc., Sr. Unsec. Notes, 4.272%, 08/28/23, 144A(b)

     Baa3/BB+        717        738,966  

General Dynamics Corp. Co. Gty., 2.875%, 05/11/20

     A2/A+        1,217        1,221,028  

Heathrow Funding, Ltd., Sr. Sec. Notes, 4.875%, 07/15/21, 144A

     NA/A-        200        205,325  

Northrop Grumman Space & Mission Systems Corp., Co. Gty., 7.75%, 06/01/29

     Baa1/BBB        500        636,761  

Sydney Airport Finance Co. Property, Ltd., Sr. Sec. Notes, 3.375%, 04/30/25, 144A(b)

     Baa1/BBB+        400        393,319  

TransDigm, Inc., Sr. Sec. Notes, 6.25%, 03/15/26, 144A(b)

     Ba3/B+        641        667,602  

United Technologies Corp., Sr. Unsec. Notes, 3.75%, 11/01/46(b)

     Baa1/BBB+        700        642,905  
        

 

 

 
           6,468,245  
        

 

 

 

INSURANCE (10.02%)

        

Allstate Corp., Jr. Sub. Notes, (3M LIBOR +2.12%), 6.50%, 05/15/57(b),(c)

     Baa1/BBB        2,200        2,420,000  

American International Group, Inc., Jr. Sub. Notes, (3M LIBOR +4.195%), 8.175%, 05/15/58(b),(c)

     Baa2/BBB-        2,500        3,006,250  

Berkshire Hathaway Finance Corp., Co. Gty., 4.20%, 08/15/48(b)

     Aa2/AA        1,104        1,143,825  

Farmers Exchange Capital, Sub. Notes, 7.20%, 07/15/48, 144A

     Baa2/BBB+        2,250        2,651,572  

Guardian Life Insurance Co. of America, Sub. Notes, 4.85%, 01/24/77, 144A

     A1/AA-        148        155,433  

 

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

 

8


SCHEDULE OF INVESTMENTS — continued

 

     Moody’s/
Standard &
Poor’s
Rating(a)
     Principal
Amount (000’s)
     Value
(Note 1)
 

CORPORATE DEBT SECURITIES (Continued)

        

INSURANCE (Continued)

        

Liberty Mutual Group, Inc., Co. Gty., (3M LIBOR +2.905%), 5.516%, 03/15/37, 144A(b),(c)

     Baa3/BB+      $     1,530      $     1,449,675  

Liberty Mutual Group, Inc., Co. Gty., 7.00%, 03/15/34, 144A

     Baa2/BBB        250        309,679  

Liberty Mutual Group, Inc., Co. Gty., (3M LIBOR +7.12%), 10.75%, 06/15/58, 144A(b),(c)

     Baa3/BB+        1,000        1,460,000  

Lincoln National Corp., Sr. Unsec. Notes, 3.80%, 03/01/28(b)

     Baa1/A-        250        253,356  

Massachusetts Mutual Life Insurance Co., Sub. Notes, 4.90%, 04/01/77, 144A

     A1/AA-        980        1,036,641  

Massachusetts Mutual Life Insurance Co., Sub. Notes, 8.875%, 06/01/39, 144A

     A1/AA-        151        237,377  

MetLife, Inc., Jr. Sub. Notes, 9.25%, 04/08/38, 144A(b)

     Baa2/BBB        500        672,500  

MetLife, Inc., Jr. Sub. Notes, 6.40%, 12/15/36(b)

     Baa2/BBB        637        683,182  

MetLife, Inc., Jr. Sub. Notes, 10.75%, 08/01/39(b)

     Baa2/BBB        1,000        1,510,000  

Nationwide Mutual Insurance Co., Sub. Notes, 8.25%, 12/01/31, 144A

     A3/A-        500        694,577  

Nationwide Mutual Insurance Co., Sub. Notes, 9.375%, 08/15/39, 144A

     A3/A-        215        338,976  

New York Life Insurance Co., Sub. Notes, 6.75%, 11/15/39, 144A

     Aa2/AA-        103        141,184  

Pricoa Global Funding, Inc., Sec. Notes, 2.45%, 09/21/22, 144A

     A1/AA-        608        601,023  

Prudential Financial, Inc., Jr. Sub. Notes, (3M LIBOR +2.665%), 5.70%, 09/15/48(b),(c)

     Baa2/BBB+        1,241        1,255,954  

SAFG Retirement Services, Inc., Sr. Unsec. Notes, 8.125%, 04/28/23

     Baa1/BBB+        1,800        2,055,851  
        

 

 

 
           22,077,055  
        

 

 

 

MEDIA (8.56%)

        

Charter Communications Operating LLC, Sr. Sec. Notes, 5.75%, 04/01/48(b)

     Ba1/BBB-        774        808,509  

Comcast Corp., Co. Gty., 3.70%, 04/15/24(b)

     A3/A-        1,080        1,115,667  

Comcast Corp., Co. Gty., 4.15%, 10/15/28(b)

     A3/A-        255        268,397  

Comcast Corp., Co. Gty., 4.70%, 10/15/48(b)

     A3/A-        297        321,980  

Comcast Corp., Co. Gty., 7.05%, 03/15/33

     A3/A-        2,000        2,656,749  

Cox Communications, Inc., Sr. Unsec. Notes, 6.80%, 08/01/28

     Baa2/BBB        1,500        1,757,154  

Cox Enterprises, Inc., Sr. Unsec. Notes, 7.375%, 07/15/27, 144A

     Baa2/BBB-        500        606,497  

CSC Holdings LLC, Co. Gty., 6.50%, 02/01/29, 144A(b)

     Ba3/BB        954        1,016,010  

Grupo Televisa SAB, Sr. Unsec. Notes, 5.00%, 05/13/45(b)

     Baa1/BBB+        557        544,933  

Grupo Televisa SAB, Sr. Unsec. Notes, 6.625%, 01/15/40

     Baa1/BBB+        159        185,569  

RELX, Inc., Sr. Unsec. Notes, 8.875%, 06/01/22

     WR/BBB+        2,000        2,290,011  

Sirius XM Radio, Inc., Co. Gty., 5.00%, 08/01/27, 144A(b)

     Ba3/BB        518        518,311  

Time Warner Entertainment Co. LP, Sr. Sec. Notes, 8.375%, 07/15/33

     Ba1/BBB-        1,360        1,773,182  

Viacom, Inc., Sr. Unsec. Notes, 6.875%, 04/30/36

     Baa3/BBB-        179        210,031  

VTR Finance BV, Sr. Sec. Notes, 6.875%, 01/15/24, 144A(b)

     B1/B+        2,176        2,230,400  

Walt Disney Co., Co. Gty., 7.90%, 12/01/95, 144A

     A2/A        1,400        2,548,743  
        

 

 

 
           18,852,143  
        

 

 

 

MINING (1.96%)

        

BHP Billiton Finance USA, Ltd. Co. Gty., (5Yr Swap +5.093%), 6.75%, 10/19/75, 144A(b),(c)

     Baa1/BBB+        3,899        4,316,388  
        

 

 

 

PAPER (1.63%)

        

Smurfit Kappa Treasury Funding, Ltd., Co. Gty., 7.50%, 11/20/25

     Ba1/BB+        2,000        2,280,000  

WestRock LLC, Co. Gty., 8.20%, 01/15/30

     Baa2/BBB        1,000        1,306,828  
        

 

 

 
           3,586,828  
        

 

 

 

TECHNOLOGY (2.51%)

        

Broadcom, Inc., Co. Gty., 4.25%, 04/15/26, 144A(b)

     Baa3/BBB-        1,655        1,642,769  

Broadcom, Inc., Co. Gty., 4.75%, 04/15/29, 144A(b)

     Baa3/BBB-        1,655        1,647,139  

NXP Funding LLC, Co. Gty., 3.875%, 09/01/22, 144A

     Baa3/BBB-        2,213        2,244,270  
        

 

 

 
           5,534,178  
        

 

 

 

 

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

 

9


SCHEDULE OF INVESTMENTS — continued

 

     Moody’s/
Standard &
Poor’s
Rating(a)
     Principal
Amount (000’s)
     Value
(Note 1)
 

CORPORATE DEBT SECURITIES (Continued)

        

TELECOMMUNICATIONS (5.39%)

        

AT&T, Inc., Sr. Unsec. Notes, 4.50%, 05/15/35(b)

     Baa2/BBB      $     515      $     507,385  

AT&T, Inc., Sr. Unsec. Notes, 4.75%, 05/15/46(b)

     Baa2/BBB        425        415,304  

Centel Capital Corp., Co. Gty., 9.00%, 10/15/19

     Ba2/BBB-        1,000        1,029,669  

Deutsche Telekom International Finance BV, Co. Gty., 8.75%, 06/15/30(f)

     Baa1/BBB+        2,000        2,751,299  

Millicom International Cellular SA, Sr. Unsec. Notes, 6.25%, 03/25/29, 144A(b)

     Ba2/NA        566        575,797  

Sprint Capital Corp., Co. Gty., 6.875%, 11/15/28

     B3/B        500        480,625  

Sprint Capital Corp., Co. Gty., 8.75%, 03/15/32

     B3/B        1,000        1,055,100  

Sprint Spectrum Co. LLC, Sr. Sec. Notes, 4.738%, 03/20/25, 144A

     Baa2/NA        1,100        1,112,375  

Tencent Holdings, Ltd., Sr. Unsec. Notes, 3.595%, 01/19/28, 144A(b)

     A1/A+        1,954        1,927,867  

Verizon Communications, Inc., Sr. Unsec. Notes, 4.812%, 03/15/39

     Baa1/BBB+        1,898        2,033,151  
        

 

 

 
           11,888,572  
        

 

 

 

TRANSPORTATION (5.12%)

        

American Airlines, Pass Through Certs., Series 2013-2, Class B, 5.60%, 07/15/20, 144A

     NA/BBB-        1,136        1,152,946  

American Airlines, Pass Through Certs., Series 2017-1, Class AA, 3.65%, 02/15/29

     Aa3/NA        992        996,408  

American Airlines, Pass Through Certs., Series 2017-2, Class AA, 3.35%, 10/15/29

     Aa3/NA        1,544        1,508,276  

BNSF Funding Trust I, Co. Gty., (3M LIBOR +2.35%), 6.613%, 12/15/55(b),(c)

     Baa2/A        250        270,000  

British Airways, Pass Through Certs., Series 2013-1, Class B, 5.625%, 06/20/20, 144A

     A3/A-        395        401,261  

Continental Airlines, Pass Through Certs., Series 2000-1, Class A1, 8.048%, 11/01/22

     Baa1/A        283        291,019  

Continental Airlines, Pass Through Certs., Series 2000-2, Class A1, 7.707%, 04/02/21

     Baa1/BBB+        196        201,932  

ERAC USA Finance LLC, Co. Gty., 7.00%, 10/15/37, 144A

     Baa1/A-        1,500        1,924,260  

JSL Europe SA, Co. Gty., 7.75%, 07/26/24, 144A(b)

     NA/BB-        713        704,230  

Penske Truck Leasing Co. LP, Sr. Unsec. Notes, 3.65%, 07/29/21, 144A(b)

     Baa2/BBB        669        678,042  

Ryder System, Inc., Sr. Unsec. Notes, 3.50%, 06/01/21

     Baa1/NA        941        949,686  

Union Pacific Corp., Sr. Unsec. Notes, 4.50%, 09/10/48(b)

     Baa1/A-        503        533,868  

United Airlines, Pass Through Certs., Series 2013-1, Class B, 5.375%, 08/15/21

     NA/BBB        293        300,950  

United Airlines, Pass Through Certs., Series 2018-1, Class B, 4.60%, 03/01/26

     Baa2/NA        871        884,204  

United Airlines, Pass Through Certs., Series 2019-1, Class AA, 4.15%, 08/25/31

     Aa3/NA        471        487,653  
        

 

 

 
           11,284,735  
        

 

 

 

UTILITIES (8.93%)

        

AES Gener SA, Jr. Sub. Notes, (5Yr Swap +4.644%), 7.125%, 03/26/79, 144A(b),(c)

     Ba2/BB        506        517,385  

Black Hills Corp., Sr. Unsec. Notes, 3.95%, 01/15/26(b)

     Baa2/BBB+        1,082        1,099,129  

Cleveland Electric Illuminating Co., Sr. Unsec. Notes, 3.50%, 04/01/28, 144A(b)

     Baa3/BBB        800        785,530  

Duke Energy Carolinas LLC, 3.95%, 11/15/28(b)

     Aa2/A        1,185        1,261,747  

Duquesne Light Holdings, Inc., Sr. Unsec. Notes, 6.40%, 09/15/20, 144A

     Baa3/BBB-        1,000        1,043,799  

Enel Finance International NV, Co. Gty., 2.75%, 04/06/23, 144A

     Baa2/BBB+        1,082        1,047,416  

Enel Finance International NV, Co. Gty., 4.625%, 09/14/25, 144A

     Baa2/BBB+        1,458        1,507,935  

Exelon Corp., Sr. Unsec. Notes, 3.40%, 04/15/26(b)

     Baa2/BBB        505        504,887  

FirstEnergy Corp., Sr. Unsec. Notes, 4.85%, 07/15/47(b)

     Baa3/BBB-        1,570        1,683,657  

Hydro-Quebec, 8.25%, 04/15/26

     Aa2/AA-        1,550        2,062,552  

Kansas City Power & Light Co., Sr. Unsec. Notes, 4.20%, 06/15/47(b)

     A2/A        917        954,509  

MidAmerican Funding LLC, Sr. Sec. Notes, 6.927%, 03/01/29

     A2/A-        500        635,448  

NiSource, Inc., Jr. Sub. Notes, (H15T5Y +2.843%), 5.65%, 06/15/23(b),(c),(d)

     NA/BBB-        696        678,600  

Ohio Power Co., Sr. Unsec. Notes, 5.375%, 10/01/21

     A2/A-        1,000        1,065,072  

South Carolina Electric & Gas, Co., 4.25%, 08/15/28(b)

     Baa1/A        619        668,287  

Southern Co. Gas Capital Corp., Co. Gty., 5.875%, 03/15/41(b)

     Baa1/A-        992        1,178,590  

Southern Co. Gas Capital Corp., Co. Gty., 3.95%, 10/01/46(b)

     Baa1/A-        539        505,530  

Southern Co. Gas Capital Corp., Co. Gty., 4.40%, 05/30/47(b)

     Baa1/A-        1,164        1,169,879  

Toledo Edison Co., 7.25%, 05/01/20

     Baa1/A-        80        83,285  

 

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

 

10


SCHEDULE OF INVESTMENTS — continued

 

     Moody’s/
Standard &
Poor’s
Rating(a)
     Principal
Amount (000’s)
     Value
(Note 1)
 

CORPORATE DEBT SECURITIES (Continued)

        

UTILITIES (Continued)

        

Transelec SA, Sr. Unsec. Notes, 4.25%, 01/14/25, 144A(b)

     Baa1/BBB      $     750      $     756,945  

Transelec SA, Sr. Unsec. Notes, 3.875%, 01/12/29, 144A(b)

     Baa1/BBB        490        471,630  
        

 

 

 
           19,681,812  
        

 

 

 

TOTAL CORPORATE DEBT SECURITIES (Cost of $155,123,630)

           166,810,592  
        

 

 

 

ASSET BACKED SECURITIES (11.87%)

        

Antares Ltd., Series 2017-1A, Class C, (3M LIBOR +3.10%), 5.861%, 07/20/28, 144A(b),(e)

     NR/A        1,093        1,069,367  

Arbor Realty Collateralized Loan Obligation, Ltd., Series 2017-FL3, Class A, (1M LIBOR +0.99%), 3.474%, 12/15/27, 144A(b),(e)

     Aaa/NA        759        756,628  

Arbor Realty Commercial Real Estate Notes, Ltd., Series 2017-FL2, Class A, (1M LIBOR +0.99%), 3.474%, 08/15/27, 144A(b),(e)

     Aaa/NA        623        621,053  

AVIS Budget Rental Car Funding AESOP LLC, Series 2015-2A, Class A, 2.63%, 12/20/21, 144A(b)

     Aaa/NA        1,605        1,596,462  

BCC Funding LLC, Series 2018-1A, Class A2, 2.96%, 06/20/23, 144A(b)

     Aa2/NA        550        550,417  

CLI Funding LLC, Series 2018-1A, Class A, 4.03%, 04/18/43, 144A(b)

     NA/A        151        152,281  

DB Master Finance LLC, Series 2017-1A, Class A2I, 3.629%, 11/20/47, 144A(b)

     NA/BBB        332        332,029  

DRB Prime Student Loan Trust, Series 2016-B, Class A2, 2.89%, 06/25/40, 144A(b)

     Aaa/NA        269        268,614  

DRB Prime Student Loan Trust, Series 2017-A, Class A2B, 2.85%, 05/27/42, 144A(b)

     Aaa/NA        2,077        2,050,177  

DT Auto Owner Trust, Series 2018-2A, Class C, 3.67%, 03/15/24, 144A(b)

     NA/A        781        786,147  

DT Auto Owner Trust, Series 2019-1A, Class A, 3.08%, 09/15/22, 144A(b)

     NA/AAA        1,009        1,010,269  

Golub Capital Partners Ltd., Series 2017-19RA, Class B, (3M LIBOR +2.55%), 5.315%, 07/26/29, 144A(b),(e)

     A2/NA        1,935        1,895,396  

Golub Capital Partners Ltd., Series 2018-36A, Class C, (3M LIBOR +2.10%), 4.833%, 02/05/31, 144A(b),(e)

     NA/A        2,250        2,107,753  

IVY Hill Middle Market Credit Fund Ltd., Series 12A, Class B, (3M LIBOR +3.00%), 5.761%, 07/20/29, 144A(b),(e)

     A3/NR        866        836,768  

LoanCore Issuer, Ltd., Series 2018-CRE1, Class A, (1M LIBOR +1.13%), 3.614%, 05/15/28, 144A(b),(e)

     Aaa/NA        500        499,562  

Navient Private Education Loan Trust, Series 2017-A, Class A2B, (1M LIBOR+0.90%), 3.384%, 12/16/58, 144A(b),(e)

     NA/AAA        782        780,633  

NextGear Floorplan Master Owner Trust, Series 2017-1A, Class A2, 2.54%, 04/18/22, 144A(b)

     Aaa/AAA        1,460        1,455,146  

Option One Mortgage Loan Trust, Series 2007-FXD2, Class 2A1, 5.90%, 03/25/37(b),(f)

     Ca/AA        29        28,972  

SCF Equipment Leasing LLC, Series 2017-2A, Class A, 3.41%, 12/20/23, 144A(b)

     A2/NA        377        377,440  

Small Business Administration Participation Certificates, Series 2010-20F, Class 1, 3.88%, 06/01/30

     Aaa/AA+        114        117,607  

SMB Private Education Loan Trust, Series 2017-B, Class A2B, (1M LIBOR+0.75%), 3.234%, 10/15/35, 144A(b),(e)

     Aaa/AAA        845        845,163  

Sofi Consumer Loan Program LLC, Series 2017-3, Class A, 2.77%, 05/25/26, 144A(b)

     NA/AA        761        758,948  

Sofi Consumer Loan Program Trust, Series 2018-1, Class B, 3.65%, 02/25/27, 144A(b)

     NA/A        793        801,526  

Sofi Professional Loan Program LLC, Series 2019-A, Class A1FX, 3.18%, 06/15/48, 144A(b)

     Aaa/AAA        312        313,675  

Sofi Professional Loan Program Ltd., Series 2017-C, Class B, 3.56%, 07/25/40, 144A(b),(e)

     NA/A+        1,099        1,090,721  

Spirit Master Funding LLC, Series 2014-2A, Class A, 5.76%, 03/20/41, 144A(b)

     NA/A+        1,514        1,564,288  

Tesla Auto Lease Trust, Series 2018-B, Class A, 3.71%, 08/20/21, 144A(b)

     Aaa/NA        371        375,266  

Textainer Marine Containers Ltd., Series 2017-1A, Class A, 3.72%, 05/20/42, 144A(b)

     NA/A        587        585,932  

Triton Container Finance LLC, Series 2017-2A, Class A, 3.62%, 08/20/42, 144A(b)

     NA/A        1,057        1,050,264  

Willis Engine Structured Trust IV, Series 2018-A, Class A, 4.75%, 09/15/43, 144A(b),(f)

     NA/A        1,454        1,484,716  
        

 

 

 

TOTAL ASSET BACKED SECURITIES (Cost of $26,410,140)

           26,163,220  
        

 

 

 

 

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

 

11


SCHEDULE OF INVESTMENTS — continued

 

     Moody’s/
Standard &
Poor’s
Rating(a)
     Principal
Amount (000’s)
     Value
(Note 1)
 

COMMERCIAL MORTGAGE-BACKED SECURITIES (4.44%)

        

Angel Oak Mortgage Trust I LLC, Series 2019-2, Class A1, 3.628%, 03/25/49, 144A(b),(e)

     NA/NA      $     340      $     341,070  

Bancorp Commercial Mortgage Trust, Series 2018-CRE4, Class A, (1M LIBOR +0.90%), 3.384%, 09/15/35, 144A(b),(e)

     Aaa/NA        119        118,207  

Bellemeade Re Ltd., Series 2018-2A, Class M1B, (1M LIBOR +1.35%), 3.836%, 08/25/28, 144A(b),(e)

     NA/NA        484        484,137  

CGMS Commercial Mortgage Trust, Series 2017-MDRB, Class A, (1M LIBOR +1.10%), 3.584%, 07/15/30, 144A(e)

     NA/AAA        71        70,982  

Citigroup Commercial Mortgage Trust, Series 2013-375P, Class D, 3.518%, 05/10/35, 144A(e)

     Baa1/NA        2,000        1,991,487  

Citigroup Commercial Mortgage Trust, Series 2016-P6, Class C, 4.284%, 12/10/49(b),(e)

     NR/NA        367        362,269  

FREMF Mortgage Trust, Series 2015-K44, Class B, 3.683%, 01/25/48, 144A(b),(e)

     NA/NA        535        540,146  

FREMF Mortgage Trust, Series 2015-K45, Class B, 3.591%, 04/25/48, 144A(b),(e)

     NA/NA        1,270        1,272,964  

Lanark Master Issuer PLC, Series 2019-1A, Class 1A1, (3M LIBOR +0.77%), 3.467%, 12/22/69, 144A(b),(e)

     Aaa/AAA        552        553,411  

LMREC, Inc., Series 2015-CRE1, Class AR, (1M LIBOR +0.98%), 3.471%, 02/22/32, 144A(b),(e)

     Aaa/NA        688        681,660  

LMREC, Inc., Series 2016-CRE2, Class A, (1M LIBOR +1.70%), 4.19%, 11/24/31, 144A(b),(e)

     Aaa/NA        596        595,705  

Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-CKSV, Class C, 4.287%, 10/15/30, 144A(e)

     NA/A+        2,710        2,695,820  

MSDB Trust, Series 2017-712F, Class C, 3.628%, 07/11/39, 144A(e)

     NA/A-        82        81,110  
        

 

 

 

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Cost of $9,721,894)

           9,788,968  
        

 

 

 

RESIDENTIAL MORTGAGE-BACKED SECURITIES (0.20%)

        

FHLMC Pool # A15675, 6.00%, 11/01/33

     Aaa/AA+        84        92,496  

FHLMC Pool # G00182, 9.00%, 09/01/22(g)

     Aaa/AA+               31  

FNMA Pool # 754791, 6.50%, 12/01/33

     Aaa/AA+        208        229,448  

FNMA Pool # 763852, 5.50%, 02/01/34

     Aaa/AA+        90        98,834  

GNSF Pool # 194228, 9.50%, 11/15/20

     Aaa/AA+        3        2,587  

GNSF Pool # 307527, 9.00%, 06/15/21

     Aaa/AA+        4        3,918  

GNSF Pool # 417239, 7.00%, 02/15/26

     Aaa/AA+        5        5,267  

GNSF Pool # 780374, 7.50%, 12/15/23

     Aaa/AA+        2        2,579  
        

 

 

 

TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (Cost of $367,187)

           435,160  
        

 

 

 

MUNICIPAL BONDS (1.11%)

        

San Francisco City & County Public Utilities Commission, Water Revenue, Build America Bonds, 6.00%, 11/01/40

     Aa3/AA-        145        183,144  

State of California, Build America Bonds, GO, 7.625%, 03/01/40

     Aa3/AA-        1,500        2,272,020  
        

 

 

 

TOTAL MUNICIPAL BONDS (Cost of $1,679,243)

           2,455,164  
        

 

 

 

U.S. TREASURY SECURITIES (4.74%)

        

United States Treasury Bond, 3.50%, 02/15/39

     Aaa/AA+        2,603        2,949,310  

United States Treasury Bond, 3.00%, 02/15/49

     Aaa/AA+        1,992        2,063,795  

United States Treasury Floating Rate Note, (US Treasury +0.043%), 2.438%, 07/31/20(e)

     Aaa/AA+        3,090        3,087,138  

United States Treasury Note, 2.50%, 01/31/24

     Aaa/AA+        511        516,948  

United States Treasury Note, 2.375%, 02/29/24

     Aaa/AA+        228        229,487  

United States Treasury Note, 2.50%, 02/28/26

     Aaa/AA+        267        270,035  

United States Treasury Note, 3.125%, 11/15/28

     Aaa/AA+        1,246        1,321,791  
        

 

 

 

TOTAL U.S. TREASURY SECURITIES (Cost of $10,186,826)

           10,438,504  
        

 

 

 

GOVERNMENT BONDS (0.84%)

        

Colombia Government International Bond, Sr. Unsec. Notes, 5.20%, 05/15/49(b)

     Baa2/BBB-        508        546,507  

Perusahaan Penerbit SBSN Indonesia III, Sr. Unsec. Notes, 4.45%, 02/20/29, 144A

     Baa2/BBB-        424        436,224  

 

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

 

12


SCHEDULE OF INVESTMENTS — continued

 

     Moody’s/
Standard &
Poor’s
Rating(a)
     Principal
Amount (000’s)
     Value
(Note 1)
 

GOVERNMENT BONDS (Continued)

        

Qatar Government International Bond, Sr. Unsec. Notes, 4.00%, 03/14/29, 144A

     Aa3/AA-      $     842      $     867,775  
        

 

 

 

TOTAL GOVERNMENT BOND (Cost of $1,769,561)

           1,850,506  
        

 

 

 
            Shares         

PREFERRED STOCK (1.16%)

        

CoBank ACB, Series F, 6.250%, (3M LIBOR +4.557%)(b),(c)

        20,000        2,065,000  

US BANCORP, Series A, 3.500%, (3M LIBOR +1.02%)(b),(e)

        615        489,620  
        

 

 

 

TOTAL PREFERRED STOCK (Cost of $2,521,650)

           2,554,620  
        

 

 

 

TOTAL INVESTMENTS (100.06%)

        

(Cost $207,780,131)

           220,496,734  
        

 

 

 

OTHER ASSETS AND LIABILITIES ((0.06)%)

           (141,385
        

 

 

 

NET ASSETS (100.00%)

         $ 220,355,349  
        

 

 

 

At March 31, 2019, the Fund had the following open futures contracts:

 

Long Futures Outstanding    Expiration
Month
     Number of
Contracts
     Notional
Amount
    Value     Unrealized
Appreciation
(Depreciation)
 

U.S. Treasury 5-Year Notes

     06/19        22      $ 2,525,875     $ 2,548,219     $ 22,344  

U.S. Treasury Ultra Bonds

     06/19        24        3,884,148       4,032,000       147,852  
            

 

 

 
               170,196  
            

 

 

 
Short Futures Outstanding                                 

U.S. Treasury 10-Year Notes

     06/19        42        (5,135,681     (5,217,188     (81,507

U.S. Treasury Ultra 10-Year Notes

     06/19        10        (1,328,210     (1,327,813     397  
            

 

 

 
               (81,110
            

 

 

 

Net unrealized appreciation on open futures contracts

             $ 89,086  
            

 

 

 

 

(a) 

Ratings for debt securities are unaudited. All ratings are as of March 31, 2019 and may have changed subsequently.

(b)

This security is callable.

(c)

Fixed to floating rate security. Fixed rate indicated is rate effective at March 31, 2019. Security will convert at a future date to a floating rate of reference rate and spread in the description above.

(d)

Security is perpetual. Date shown is next call date.

(e)

Variable rate security. Rate indicated is rate effective at March 31, 2019.

(f)

Multi-Step Coupon. Rate disclosed is as of March 31, 2019.

(g)

Principal amount less than $1,000.

144A

Securities were purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. At March 31, 2019, these securities amounted to $94,160,745 or 42.73% of net assets.

Legend

Certs. - Certificates

Co. Gty. - Company Guaranty

FHLMC - Federal Home Loan Mortgage Corp.

FNMA - Federal National Mortgage Association

FREMF - Freddie Multi-Family

GNSF - Government National Mortgage Association (Single Family)

GO - General Obligation

 

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

 

13


SCHEDULE OF INVESTMENTS — continued

 

H15T5Y - US Treasury Yield Curve Rate T Note Constant Maturity 5 Year

Jr. - Junior

LIBOR - London Interbank Offered Rate

LLC - Limited Liability Company

LP - Limited Partnership

Ltd. - Limited

Sec. - Secured

Sr. - Senior

Sub. - Subordinated

Unsec. - Unsecured

Following is a description of the valuation techniques applied to the Fund’s major categories of assets measured at fair value on a recurring basis as of March 31, 2019.

 

Assets:   

Total Market

Value at

03/31/19

    

Level 1

Quoted

Price

    

Level 2

Significant

Observable

Inputs

    

Level 3

Significant

Unobservable

Inputs

 

CORPORATE DEBT SECURITIES

   $ 166,810,592      $      $ 166,810,592      $                 —  

ASSET BACKED SECURITIES

     26,163,220               26,163,220         

COMMERCIAL MORTGAGE-BACKED SECURITIES

     9,788,968               9,788,968         

RESIDENTIAL MORTGAGE-BACKED SECURITIES

     435,160               435,160         

MUNICIPAL BONDS

     2,455,164               2,455,164         

U.S. TREASURY SECURITIES

     10,438,504               10,438,504         

GOVERNMENT BOND

     1,850,506               1,850,506         

PREFERRED STOCK

     2,554,620        2,554,620                

FUTURES CONTRACTS

     170,593        170,593                

TOTAL INVESTMENTS

   $ 220,667,327      $ 2,725,213      $ 217,942,114      $  
Liabilities:                                

FUTURES CONTRACTS

   $ 81,507      $ 81,507      $      $  

 

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

 

14


STATEMENT OF ASSETS AND LIABILITIES

March 31, 2019

 

Assets:

  

Investment in securities, at value (amortized cost $207,780,131) (Note 1)

   $ 220,496,734  

Cash

     105,734  

Interest receivable

     2,446,401  

Receivables for investments sold

     2,239,795  

Receivable from broker—variation margin on open futures contracts

     170,593  

Receivable from affiliates

     42,773  

Dividend receivable

     37,104  

Deposits with brokers for open futures contracts

     21,786  

Prepaid expenses

     4,462  
  

 

 

 

TOTAL ASSETS

   $ 225,565,382  
  

 

 

 

Liabilities:

  

Securities purchased

     4,916,414  

Payable to the Adviser

     82,321  

Payable to broker—variation margin on futures contracts

     81,507  

Payable to administration and accounting

     15,925  

Payable to transfer agency

     14,532  

Payable to custodian

     1,753  

Accrued expenses payable

     97,581  
  

 

 

 

TOTAL LIABILITIES

     5,210,033  
  

 

 

 

Net assets: (equivalent to $20.57 per share based on 10,710,035 shares of capital stock outstanding)

   $ 220,355,349  
  

 

 

 

NET ASSETS consisted of:

  

Par value

   $ 107,100  

Capital paid-in

     206,576,085  

Distributable earnings

     13,672,164  
  

 

 

 
   $ 220,355,349  
  

 

 

 

 

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

 

15


STATEMENT OF OPERATIONS

For the year ended March 31, 2019

 

Investment Income:

     

Interest

 

   $ 10,602,509  

Dividends

 

     147,377  
     

 

 

 

Total Investment Income

 

     10,749,886  
     

 

 

 

Expenses:

     

Investment advisory fees (Note 4)

   $ 958,834     

Administration fees

     184,471     

Trustees’ fees (Note 4)

     117,530     

Legal fees and expenses

     87,325     

Reports to shareholders

     81,077     

Transfer agent fees

     45,878     

Excise Tax

     42,773     

Insurance

     42,112     

Audit fees

     28,500     

CCO fees (Note 4)

     26,352     

Custodian fees

     24,979     

NYSE fee

     18,834     

Miscellaneous

     59,035     
  

 

 

    

Total Expenses

 

     1,717,700  
     

 

 

 

Expense reimbursement from affiliates

 

     (42,773

Expense reimbursement from the Adviser

 

     (26,294
     

 

 

 

Total Expense Reimbursements

 

     (69,067

Net Expenses

 

     1,648,633  
     

 

 

 

Net Investment Income

 

     9,101,253  
     

 

 

 

Realized and unrealized gain (loss) from:

 

  

Net realized gain from:

 

  

Investment securities

 

     63,994  

Futures contracts

 

     45,013  
     

 

 

 

Net Realized Gain

 

     109,007  

Change in net unrealized appreciation (depreciation) of:

 

  

Investment securities

 

     (645,454

Futures contracts

 

     217,508  
     

 

 

 

Change in Net Unrealized Appreciation (Depreciation)

 

     (427,946

Net loss on investments and futures contracts

 

     (318,939
     

 

 

 

Net increase in net assets resulting from operations

 

   $ 8,782,314  
     

 

 

 

 

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

 

16


STATEMENTS OF CHANGES IN NET ASSETS

 

     Year ended
March 31, 2019
    Year ended
March 31, 2018
 

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 9,101,253     $ 9,337,729  

Net realized gain

     109,007       3,316,729  

Change in unrealized depreciation

     (427,946     (3,619,953
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     8,782,314       9,034,505  
  

 

 

   

 

 

 

Distributions(1):

    

From distributed earnings

     (8,568,028      

From net investment income

           (8,568,027

From realized gains

           (2,583,260
  

 

 

   

 

 

 

Total Distributions

     (8,568,028     (11,151,287
  

 

 

   

 

 

 

Increase (decrease) in net assets

     214,286       (2,116,782

Net Assets:

    

Beginning of year

     220,141,063       222,257,845  
  

 

 

   

 

 

 

End of year

   $ 220,355,349     $ 220,141,063  
  

 

 

   

 

 

 

Accumulated net investment loss(1)

   $ N/A     $ (1,347,857
  

 

 

   

 

 

 

 

(1) 

The presentation of Distributions and Accumulated net investment loss have been updated to reflect the changes prescribed in amendments to Regulation S-X, effective November 5, 2018. The March 31, 2018 presentation was not revised.

 

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

 

17


FINANCIAL HIGHLIGHTS

The table below sets forth financial data for a share of capital stock outstanding throughout each year presented.

 

     Year ended March 31,  
     2019     2018     2017     2016     2015  

Per Share Operating Performance

          

Net asset value, beginning of year

   $     20.55     $ 20.75     $ 20.20     $ 21.52     $ 21.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     0.85       0.87       0.88       0.93       0.98  

Net gain (loss) on investments and futures contracts

     (0.03     (0.03     0.57       (1.23     0.50  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.82       0.84       1.45       (0.30     1.48  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital shares transactions:

          

Impact of capital share transactions

                 (1)             

Less distributions:

          

Dividends from net investment income

     (0.67     (0.80     (0.90     (1.02     (1.06

Distributions from net realized gains

     (0.13     (0.24                  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.80     (1.04     (0.90     (1.02     (1.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 20.57     $ 20.55     $ 20.75     $ 20.20     $ 21.52  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Per share market price, end of year

   $ 19.22     $ 19.37     $ 19.16     $ 19.14     $ 20.01  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Investment Return(2)

          

Based on net asset value

     4.52     4.26     7.48     (1.00 )%      7.57

Based on market value

     3.60     6.43     4.75     0.88     8.67

Ratios/Supplemental Data

          

Net assets, end of year (in 000’s)

   $ 220,355     $ 220,141     $ 222,258     $ 216,304     $ 230,464  

Ratio of expenses to average net assets (gross of waivers/reimbursements)

     0.80     0.75     0.75     0.77     0.74

Ratio of expenses to average net assets (net of waivers/reimbursements)

     0.77     0.74     0.75     0.77     0.74

Ratio of net investment income to average net assets

     4.24     4.15     4.24     4.52     4.58

Portfolio turnover rate

     63.00     55.62     44.32     26.60     30.73

Number of shares outstanding at the end of the year (in 000’s)

     10,710       10,710       10,710       10,709       10,709  

 

(1)  

There is less than $0.01 per share impact for shares reinvested under the dividend reinvestment plan.

(2) 

Total investment return is calculated assuming a purchase of common shares at the market price on the first day and a sale at the market price on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions. The total investment return, if for less than a full year, is not annualized. Past performance is not a guarantee of future results.

 

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

 

18


NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Significant Accounting Policies – The Insight Select Income Fund (the “Fund”), a Delaware statutory trust, is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a diversified closed-end, management investment company. The Fund’s investment objective is to seek a high rate of return, primarily from interest income and trading activity, from a portfolio principally consisting of debt securities. The Fund follows the accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies”. The following is a summary of significant accounting policies consistently followed by the Fund in preparation of its financial statements. The policies are in conformity with generally accepted accounting principles within the United States of America (“GAAP”).

 

A.

Security Valuation – In valuing the Fund’s net assets, all securities for which representative market quotations are available will be valued at the last quoted sales price on the security’s principal exchange on the day of valuation. If there are no sales of the relevant security on such day, the security will be valued at the bid price at the time of computation. For securities traded in the over-the-counter market, including listed debt and preferred securities, whose primary market is believed to be over-the-counter, the Fund uses recognized industry pricing services – approved by the Board of Trustees (“Board”) and unaffiliated with Insight North America LLC (“INA” or the “Adviser”) – and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources.

In the event that market quotations are not readily available, or when such quotations are deemed not to reflect current market value, the securities will be valued at their respective fair value as determined in good faith by the Adviser pursuant to certain procedures and reporting requirements established by the Board. The Adviser considers all relevant facts that are reasonably available when determining the fair value of a security, including but not limited to the last sale price or initial purchase price (if a when issued security) and subsequently adjusting the value based on changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves are utilized. At March 31, 2019, there were no securities valued using fair value procedures.

Fair Value Measurements – The Fund has adopted authoritative fair value accounting standards which establish a definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:

 

•   Level 1 –

  Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

•   Level 2 –

  Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

•   Level 3 –

  Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

 

19


NOTES TO FINANCIAL STATEMENTS — continued

 

At the end of each calendar quarter, management evaluates the Level 1, 2 and 3 assets and liabilities for changes in liquidity, including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates Level 1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

Level 3 investments are categorized as Level 3 with values derived utilizing prices from prior transactions or third party pricing information without adjustment (broker quotes, pricing services and net asset values). A significant change in third party pricing information could result in a significantly lower or higher value in such Level 3 investments. As of March 31, 2019, the Fund did not hold any Level 3 securities.

When-Issued Securities – The Fund may enter into commitments to purchase securities on a forward or when-issued basis. When-issued securities are securities purchased for delivery beyond the normal settlement date at a stated price and yield. In the Fund’s case, these securities are subject to settlement within 45 days of the purchase date. The interest rate realized on these securities is fixed as of the purchase date. The Fund does not pay for such securities prior to the settlement date and no interest accrues to the Fund before settlement. These securities are subject to market fluctuation due to changes in market interest rates. The Fund will enter into these commitments with the intent of buying the security but may dispose of such security prior to settlement. At the time the commitment is entered into, the Fund will establish and maintain a segregated account in an amount sufficient to cover the obligation under the when-issued contract. At the time the Fund makes the commitment to purchase securities on a when-issued basis, it will record the transaction and thereafter reflect the value of such security purchased in determining its NAV. At the time of delivery of the security, its value may be more or less than the fixed purchase price.

Futures Contracts – The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the Fund is required to deposit cash or cash equivalents with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

 

20


NOTES TO FINANCIAL STATEMENTS — continued

 

The following table sets forth the fair value and the location of the Fund’s derivative financial instruments within the Statement of Assets and Liabilities by primary risk exposure as of March 31, 2019:

Fair Value of Derivative Investments as of March 31, 2019:

 

Derivatives not accounted for as

hedging instruments under ASC 815

  Assets   Liabilities

Futures — Interest Rate Contracts

  $170,593   $(81,507)

The following table sets forth the effect of the Fund’s derivative financial instruments by primary risk exposure on the Statements of Operations for the year ended March 31, 2019:

The Effect of Derivative Investments on the Statements of Operations for the year ended March 31, 2019:

 

Derivatives not accounted for as

hedging instruments under ASC 815

 

Realized

Gain (Loss)

on Derivatives

 

Change in Net Unrealized

Appreciation (Depreciation)

of Derivatives

Futures — Interest Rate Contracts

  $45,013   $217,508

The average notional value of long and short futures contracts held by the Fund throughout the period was $5,673,831 and $7,340,968, respectively. This is based on amounts held as of each quarter-end throughout the fiscal year.

 

B.

Determination of Gains or Losses on Sale of Securities – Gains or losses on the sale of securities are calculated for financial reporting purposes and for federal tax purposes using the identified cost basis. The identified cost basis for financial reporting purposes differs from that used for federal tax purposes in that the amortized cost of the securities sold is used for financial reporting purposes and the original cost of the securities sold is used for federal tax purposes, except for those instances where tax regulations require the use of amortized cost.

 

C.

Federal Income Taxes – It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.

 

  

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (tax years March 31, 2016-2018) or expected to be taken on the Fund’s 2019 tax return, and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

D.

Other – Security transactions are accounted for on the trade date. Interest income is accrued daily. Premiums and discounts are amortized using the interest method. Paydown gains and losses on mortgage-backed and asset-backed securities are presented as an adjustment to interest income. Dividend income and distributions to shareholders are recorded on the ex-dividend date.

 

E.

Distributions to Shareholders and Book/Tax Differences – Distributions of net investment income will be made quarterly. Distributions of any net realized capital gains will be made annually. Income and capital gain distributions are determined in accordance with federal income tax regulations, which may

 

21


NOTES TO FINANCIAL STATEMENTS — continued

 

  differ from GAAP. These differences are primarily due to differing treatments for amortization of market premium and accretion of market discount.

 

  

Distributions during the fiscal years ended March 31, 2019 and 2018 were characterized as follows for tax purposes:

 

    Ordinary Income  

Return of Capital

 

Capital Gain

 

Total Distribution

FY 2019

  $          7,124,251   $        —   $          1,443,777   $          8,568,028

FY 2018

  $        10,032,088   $        —   $          1,119,199   $        11,151,287

 

  

At March 31, 2019, the components of distributable earnings on a tax basis were as follows:

 

Total

   Accumulated
Ordinary Income
   Undistributed
Long-Term
Capital Gains
   Late Year Losses
Deferred
   Net Unrealized
Appreciation

$13,672,164

   $2,380,754    $55,224    $                    —    $11,236,186
    

 

  

 

  

 

  

 

 

  

Realized net capital gains can be offset by capital loss carryforwards from prior years. As of March 31, 2019, there were no capital loss carryforwards.

 

  

Under current laws, certain capital losses realized after October 31 and certain ordinary losses realized after December 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the year ended March 31, 2019, no losses were deferred.

 

  

At March 31, 2019, the following table shows for federal tax purposes the aggregate cost of investments, the net unrealized appreciation of those investments, the aggregate gross unrealized appreciation of all securities with an excess of market value over tax cost and the aggregate gross unrealized depreciation of all securities with an excess of tax cost over market value:

 

   

Cost

 

Gross
Unrealized
Appreciation

 

Gross
Unrealized
Depreciation

 

Net Unrealized
Appreciation
(Depreciation)

Securities

  $209,260,548   $14,142,811   $(2,906,625)   $11,236,186

 

  

The difference between book basis and tax-basis unrealized appreciation is attributable primarily to the differing treatments for wash sales, amortization of market premium and accretion of market discount.

 

F.

Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 2 – Portfolio Transactions – The following is a summary of the security transactions, other than short-term investments, for the year ended March 31, 2019:

 

     Cost of
Purchases
     Proceeds from Sales
or Maturities
 

U.S. Government Securities

   $ 77,314,373      $ 67,939,423  

Other Investment Securities

   $ 62,657,745      $ 65,158,680  

 

22


NOTES TO FINANCIAL STATEMENTS — continued

 

Note 3 – Capital Stock – At March 31, 2019, there were an unlimited number of shares of beneficial interest ($0.01 par value) authorized, with 10,710,035 shares issued and outstanding.

Note 4 – Investment Advisory Contract, Accounting and Administration, Custodian, Transfer Agent and Trustee Compensation – INA serves as investment adviser to the Fund. The Adviser is entitled to a fee at the annual rate of 0.50% on the first $100 million of the Fund’s month-end net assets and 0.40% on the Fund’s month-end net assets in excess of $100 million. As previously disclosed as part of an internal reorganization, Cutwater Investor Services Corp. merged into its affiliate, INA, on July 2, 2018. Effective July 2, 2018, the Fund’s investment management agreement was transferred to INA. The Bank of New York Mellon Corporation remains INA’s ultimate parent company. Historically, the Adviser and INA have operated under the same brand for some time and this merger is not expected to have any material impact on the day-to-day management of the Fund. This reorganization did not result in a change of control of the Adviser under the Investment Advisers Act of 1940, as amended, and the rules thereunder.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), an indirect wholly-owned subsidiary of The Bank of New York Mellon Corporation, provides accounting and administrative services to the Fund. The Bank of New York Mellon is the Fund’s custodian responsible for the custody of Fund’s assets. BNY Mellon is the contractual Transfer Agent to the Fund and has subcontracted with Computershare to provide transfer agency services to the Fund.

The Adviser is a wholly owned subsidiary of The Bank of New York Mellon Corporation. The Adviser works closely with and is administered by Insight Investment Management (Global) Limited (“Insight”), another of The Bank of New York Mellon Corporation’s investment management subsidiaries. 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.

Prior to January 2, 2019, the Fund entered into a chief compliance officer outsourcing agreement (the “CCO Outsourcing Agreement”) with Lebisky Compliance Consulting LLC pursuant to which the Fund retained its Chief Compliance Officer. For the year ended March 31, 2019, the Fund incurred $26,352 under the CCO Outsourcing Agreement of which $26,294 was reimbursed by the Adviser. Effective January 2, 2019, chief compliance officer services were provided by the Adviser at no additional cost to the Fund.

The Trustees of the Fund receive an annual retainer, meeting fees and out of pocket expenses for meetings attended. The aggregate remuneration paid to the Trustees by the Fund during the year ended March 31, 2019 was $117,530. All officers of the Fund are also officers and/or employees of the investment adviser. None of the Fund’s officers receives compensation from the Fund.

Note 5 – Dividend and Distribution Reinvestment – In accordance with the terms of the Amended and Restated Automatic Dividend Investment Plan (the “Plan”), for shareholders who so elect, dividends and distributions are made in the form of previously unissued Fund shares at the net asset value if on the Friday preceding the payment date (the “Valuation Date”) the closing New York Stock Exchange price per share, plus the brokerage commissions applicable to one such share equals or exceeds the net asset value per share. However, if the net asset value is less than 95% of the market price on the Valuation Date, the shares issued will be valued at 95% of the market price. If the net asset value per share exceeds market price plus commissions, the dividend or distribution proceeds are used to purchase Fund shares on the open market for participants in the Plan. During the year ended March 31, 2019, the Fund did not issue any shares under this Plan.

 

23


NOTES TO FINANCIAL STATEMENTS — continued

 

Note 6 – Regulatory Updates – In August 2018, the Securities and Exchange Commission (the “SEC”) released its Final Rule Release No. 33-10532, Disclosure Update and Simplification (“Final Rules”) which were intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdate disclosure requirements without significant altering the mix of information provided to investors. The Final Rules were effective November 5, 2018. Effective with the current reporting period, the Fund adopted the Final Rule with the most notable impacts being that the Fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the amount of undistributed net investment income on the Statement of Changes in Net Assets.

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which amends and eliminates certain disclosure requirements for fair value as part of its framework project. The ASU is effective for annual and interim periods beginning after December 15, 2019. The early adoption of the removal or modification of disclosures and delay of adoption of the additional disclosures is permitted. As of March 31, 2019, the Fund has adopted the removal of applicable disclosures.

Note 7 Subsequent Event – Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no additional subsequent events requiring recognition or disclosure in the financial statements.

 

24


SHAREHOLDER INFORMATION (Unaudited)

 

ADDITIONAL INFORMATION REGARDING THE FUND’S TRUSTEES AND OFFICERS

 

Name, Address and Age1

  Position Held
With Fund
 

Principal Occupation
During the Past 5 Years

  Number of
Funds Overseen
By Trustee
 

Term of Office and Length
of Time Served

 

Other
Directorships
Held by Trustee

W. Thacher Brown Born: December 1947   Trustee,
Board
Chairperson
  Retired   1   Shall serve until the next annual meeting or until his successor is qualified. Trustee since 1988.   None.

Ellen D. Harvey

Born: February 1954

  Trustee   Principal, Lindsay Criswell LLC beginning July 2008; Managing Director, Miller Investment Management from September 2008 to June 2018.   1   Shall serve until the next annual meeting or until her successor is qualified. Trustee since 2010.   Director, Aetos Capital Funds (3 portfolios).

Thomas E. Spock

Born: May 1956

  Trustee   Partner at Scalar Media Partners, LLC since June 2008.   1   Shall serve until the next annual meeting or until his successor is qualified. Trustee since 2013.   None.

Suzanne P. Welsh

Born: March 1953

  Trustee   Retired; Former Vice President for Finance and Treasurer, Swarthmore College from August 2002 to June 2014.   1   Shall serve until the next annual meeting or until her successor is qualified. Trustee since 2008.   None.

Clifford D. Corso2

Born: October 1961

  President   Executive Chairman, Insight North America LLC since October 2018, President, Insight North America LLC from October 2016 to October 2018. Chief Executive Officer, President and Board Member, Cutwater Investor Services Corp. from January 2015 to July 2018. Director and officer of other affiliated entities of Cutwater Investor Services Corp. from January 2015 to July 2018.   N/A.   Shall serve until death, resignation, or removal. Officer since 2005.   N/A.

 

25


SHAREHOLDER INFORMATION (Unaudited) — continued

 

Name, Address and Age1

  Position Held
With Fund
 

Principal Occupation
During the Past 5 Years

  Number of
Funds Overseen
By Trustee
 

Term of Office and Length
of Time Served

 

Other
Directorships
Held by Trustee

Gautam Khanna2

Born: October 1969

  Vice
President
  Senior Portfolio Manager, Insight North America LLC since January 2015; Officer of the Adviser since 2006.   N/A.   Shall serve until death, resignation, or removal. Officer since 2006.   N/A.
Thomas E. Stabile2 Born: March 1974   Treasurer
and Vice
President
  Head of Operations, Insight North America since January 2015; Officer of the Adviser since 2005; and Director of Accounting and Reporting of the Adviser from 2005 to 2015.   N/A.   Shall serve until death, resignation, or removal. Officer since 2010.   N/A.

Seth Gelman2

Born: August 1975

  Secretary
and Chief
Compliance
Officer
  Chief Compliance Officer, Insight North America LLC since October 2017. Chief Compliance Officer, Insight Investment International Limited since October 2017. Chief Compliance Officer, Brookfield Investment Management, Inc. from May 2009 to October 2017. Chief Compliance Officer, Brookfield Investment Funds from May 2009 to October 2017.     Shall serve until death, resignation, or removal. Officer since January 2019.   N/A

 

1

The business address of each Trustee and Officer is c/o Insight Investment, 200 Park Avenue, New York, NY 10166.

 

2

Denotes an officer who is an “interested person” of the Fund as defined under the provisions of the Investment Company Act of 1940. Messrs. Corso, Khanna, Stabile, and Gelman are “interested persons” by virtue of being employees of the Fund’s Adviser. Additional information about the Trustees is included in the Fund’s prospectus. As of date of this report, the portfolio managers of the Fund are Gautam Khanna, CPA, CFA, Senior Portfolio Manager, Jason Celente, CFA, Senior Portfolio Manager, and Gerard Berrigan, Head of US Fixed Income. Mr. Khanna is the lead portfolio manager responsible for day-to-day management of the portfolio. Messrs. Khanna and Berrigan have been with INA since May 2003, and Mr. Celente has been with INA since May 1999.

 

26


SHAREHOLDER INFORMATION (Unaudited) — continued

 

HOW TO GET INFORMATION REGARDING PROXIES

The Fund has adopted the Adviser’s proxy voting policies and procedures to govern the voting of proxies relating to the voting securities of the Fund. You may obtain a copy of these proxy voting procedures, without charge, by emailing clientservicena@insightinvestment.com or on the Securities and Exchange Commission website at www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, by emailing clientservicena@insightinvestment.com or on the SEC’s website at www.sec.gov.

QUARTERLY STATEMENT OF INVESTMENTS

The Fund files a complete statement of investments with the Security and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission’s website at http://www.sec.gov. Form N-Q is being rescinded. Once Form N-Q is rescinded, disclosure of the Fund’s complete holdings will be required to be made monthly on Form N-PORT, with every third month made available to the public by the Commission 60 days after the end of the Fund’s fiscal quarter.

ADDITIONAL TAX INFORMATION

For corporate shareholders, the percentage of investment income (dividend income and short-term gains, if any) for the Fund that qualify for the dividends-received deductions for the year ended March 31, 2019 was 1.57%.

For the year ended March 31, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions made by the Fund, 1.57% represents the amount of each distribution which may qualify for the 15% dividend income tax rate. Shareholders should not use this tax information to prepare their tax returns. The information will be included with your Form 1099 DIV which will be sent to you separately in January 2020.

For the fiscal year ended March 31, 2019, the Fund designated long-term capital gains of $55,224.

DIVIDEND REINVESTMENT PLAN

The Fund has established a plan for the automatic investment of dividends and distributions pursuant to which dividends and capital gain distributions to shareholders will be paid in or reinvested in additional shares of the Fund. All shareholders of record are eligible to join the Plan. BNY Mellon acts as the agent (the “Agent”) for participants under the Plan.

Shareholders whose shares are registered in their own names may elect to participate in the Plan by completing an authorization form and returning it to the Agent. Shareholders whose shares are held in the name of a broker or nominee should contact such broker or nominee to determine whether or how they may participate in the Plan.

Dividends and distributions are reinvested under the Plan as follows. If the market price per share on the Friday before the payment date for the dividend or distribution (the “Valuation Date’’), plus the brokerage commissions applicable to one such share, equals or exceeds the net asset value per share on that date, the Fund will issue new shares to participants valued at the net asset value or, if the net asset value is less than 95% of the market price on the Valuation Date, then valued at 95% of the market price. If net asset value per share on the Valuation Date exceeds the market price per share on that date, plus the brokerage commissions applicable to one such share, the Agent will buy shares on the open market, on the New York Stock Exchange, for the participants’ accounts. If before the Agent has completed its purchases, the market price exceeds the net asset value of shares, the average per

 

27


SHAREHOLDER INFORMATION (Unaudited) — continued

 

share purchase price paid by the Agent may exceed the net asset value of shares, resulting in the acquisition of fewer shares than if the dividend or distribution has been paid in shares issued by the Fund at net asset value.

There is no charge to participants for reinvesting dividends or distributions payable in either shares or cash. The Agent’s fees for handling of reinvestment of such dividends and distributions will be paid by the Fund. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or distributions payable either in shares or cash. However, each participant will be charged by the Agent a pro rata share of brokerage commissions incurred with respect to Agent’s open market purchases in connection with the reinvestment of dividends or distributions payable only in cash.

For purposes of determining the number of shares to be distributed under the Plan, the net asset value is computed on the Valuation Date and compared to the market value of such shares on such date. The Plan may be terminated by a participant by delivery of written notice of termination to the Agent at the address shown below. Upon termination, the Agent will cause a certificate or certificates for the full shares held for a participant under the Plan and a check for any fractional shares to be delivered to the former participant.

Distributions of investment company taxable income that are invested in additional shares generally are taxable to shareholders as ordinary income. A capital gain distribution that is reinvested in shares is taxable to shareholders as long-term capital gain, regardless of the length of time a shareholder has held the shares or whether such gain was realized by the Fund before the shareholder acquired such shares and was reflected in the price paid for the shares.

Plan information and authorization forms are available from BNY Mellon Investment Servicing (US) Inc., P.O. Box 358035, Pittsburgh, PA 15252-8035.

PRIVACY POLICY

The Fund has adopted procedures designed to maintain and secure the non-public personal information of its clients from inappropriate disclosure to third parties. The Fund is committed to keeping personal information collected from potential, current, and former clients confidential and secure. The proper handling of personal information is one of our highest priorities. The Fund never sells information relating to its clients to any outside third parties.

Client Information

The Fund will only collect and keep information which is necessary for it to provide the services requested by its shareholders, and to administer a shareholder account.

The Fund may collect nonpublic personal information from clients or potential clients such as name, address, tax identification or social security number, assets, income, net worth, copies of financial documents and other information that we may receive on applications or other forms, correspondence or conversations, or via other methods in order to conduct business.

The Fund may also collect information about your transactions with the Fund, Adviser, Adviser’s affiliates, or others, including, but not limited to, your account number and balance, payments history, parties to transactions, cost basis information, and other financial information.

This information may be obtained as a result of transactions with the Fund, Adviser, Adviser’s affiliates, its clients, or others. This could include transactions completed with affiliates or information received from outside vendors to complete transactions or to effect financial goals.

 

28


SHAREHOLDER INFORMATION (Unaudited) — continued

 

Sharing Information

The Fund only shares the nonpublic personal information of its shareholders with non-affiliated companies or individuals (i) as permitted by law and as required to provide services to shareholders, such as with representatives within Adviser, securities clearing firms, the Fund or insurance companies, and other financial services providers; or (ii) to comply with legal or regulatory requirements. The Fund may also disclose nonpublic personal information to another financial services provider in connection with the transfer of an account to such financial services provider. Further, in the normal course of business, the Fund may disclose information it collects about shareholders to companies or individuals that contract with the Fund or Adviser to perform servicing functions including, but not limited to, recordkeeping, consulting, and/or technology services.

Companies hired to provide support services are not permitted to use personal information for their own purposes, and are contractually obligated to maintain strict confidentiality. The Fund limits the use of personal information to the performance of the specific service requested.

The Fund does not provide personally identifiable information to mailing list vendors or solicitors for any purpose. When the Fund provides personal information to service providers, it requires these providers to agree to safeguard such information, to use the information only for the intended purpose, and to abide by applicable law.

Employee Access to Information

Only employees with a valid business reason have the ability to access a clients’ personal information. These employees are educated on the importance of maintaining the confidentiality and security of this information. They are required to abide by our information handling practices.

Protection of Information

The Fund maintains security standards to protect shareholders’ information, whether written, spoken, physical, or electronic. The Fund updates and checks its physical mechanisms and electronic systems to ensure the protection and integrity of information.

Maintaining Accurate Information

The Fund’s goal is to maintain accurate, up to date client records in accordance with industry standards. The Fund has procedures in place to keep information current and complete, including timely correction of inaccurate information.

Disclosure of our Privacy Policy

The Fund recognizes and respects the privacy concerns of its potential, current, and former shareholders. The Fund, Adviser and Adviser’s affiliates are committed to safeguarding this information and may provide this Privacy Policy for informational purposes to shareholders and employees, and will distribute and update it as required by law. It is also available upon request.

The Fund seeks to carefully safeguard shareholder information and, to that end, restricts access to non-public personal information about our shareholders to those employees and other persons who need to know the information to enable the Fund to provide services to its shareholders. The Fund, Adviser and their service agents maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your non-public personal information. In the event that you maintain an account through a financial intermediary, including,

 

29


SHAREHOLDER INFORMATION (Unaudited) — continued

 

but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.

ANNUAL CERTIFICATION

The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification, and the Fund also has included the certifications of the Fund’s CEO and Treasurer required by Section 302 of the Sarbanes- Oxley Act of 2002 in the Fund’s Forms N-CSR filed with the Securities and Exchange Commission for the period of this report.

 

30


 

 

 

 

 

 

 

 

 

HOW TO GET ASSISTANCE WITH SHARE TRANSFER OR DIVIDENDS

Contact Your Transfer Agent:

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 358035, Pittsburgh, PA 15252-8035, or call 1-866-333-6685


T    R   U   S   T   E   E   S   

 

W. THACHER BROWN

ELLEN D. HARVEY

THOMAS E. SPOCK

SUZANNE P. WELSH

O   F   F   I   C   E   R   S

 

CLIFFORD D. CORSO

President

THOMAS E. STABILE

Treasurer and Vice President

SETH GELMAN

Secretary and Chief Compliance Officer

GAUTAM KHANNA

Vice President

I   N   V   E   S   T   M    E   N   T    A   D   V   I   S   E   R

 

INSIGHT NORTH AMERICA LLC

200 PARK AVE, 7TH FLOOR

NEW YORK, NY 10166

C   U   S   T   O   D   I    A   N

 

THE BANK OF NEW YORK MELLON

2 HANSON PLACE

BROOKLYN, NY 11217

T   R   A   N   S   F   E   R    A   G    E   N   T

 

BNY MELLON INVESTMENT SERVICING (US) INC.

P.O. BOX 358035

PITTSBURGH, PA 15252-8035

1-866-333-6685

C   O   U   N   S   E   L

 

PEPPER HAMILTON LLP

3000 TWO LOGAN SQUARE

EIGHTEENTH & ARCH STREETS

PHILADELPHIA, PA 19103

I   N   D   E   P   E   N   D   E   N    T    R   E   G   I   S   T   E   R   E   D

P   U   B   L   I   C     A   C   C   O   U   N   T   I   N   G    F   I   R    M

 

TAIT, WELLER & BAKER LLP

50 SOUTH 16TH STREET

SUITE 2900

PHILADELPHIA, PA 19102

 

 

 

 

LOGO

Insight Select Income Fund

Annual Report

March 31, 2019

 

 

LOGO

 


Item 2. Code of Ethics.

The registrant has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (each a “Covered Person”). A copy of the Registrant’s Code of Ethics can be obtained without charge, upon request, by calling the Registrant at 1-866-333-6685. There were no amendments to the Code of Ethics during the reporting period. There were no waivers of a provision of the Code of Ethics granted to a Covered Person during the reporting period.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that Suzanne P. Welsh, the Chair of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Ms. Welsh as the Audit Committee’s financial expert. Ms. Welsh is an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other members of the audit committee or board of trustees.

Item 4. Principal Accountant Fees and Services.

Audit Fees

 

  (a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $22,000 and $19,000 for the fiscal years ended March 31, 2019 and March 31, 2018, respectively.

Audit-Related Fees

 

  (b)

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $3,000 and $3,000 for the fiscal years ended March 31, 2019 and March 31, 2018, respectively. The audit related fees relate to the 17f-2 custody audits required under the Investment Company Act of 1940, as amended.

Tax Fees


  (c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $3,500 and $3,000 for the fiscal years ended March 31, 2019 and March 31, 2018, respectively. The tax fees relate to the review of the registrant’s tax filings and annual tax related disclosures in the financial statements.

All Other Fees

 

  (d)

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 and $0 for the fiscal years ended March 31, 2019 and March 31, 2018, respectively.

 

  (e)(1)

The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.

 

  (e)(2)

All of the services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

  (f)

Not applicable.

 

  (g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 and $0 for the fiscal years ended March 31, 2019 and March 31, 2018, respectively.

 

  (h)

Not applicable.

Item 5. Audit Committee of Listed Registrants.

The registrant has a separately-designated standing audit committee consisting of all the independent trustees of the registrant. The members of the audit committee are: W. Thacher Brown, Ellen D. Harvey, Thomas E. Spock and Suzanne P. Welsh, constituting the entire board.

Item 6. Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

(b)

Not applicable.

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


The registrant has adopted the proxy voting policies and procedures used by the Investment Adviser (Insight North America LLC or “Insight” or the “Adviser”).

As a fixed income investment manager, Insight votes proxies for client securities on a relatively infrequent basis. Insight has adopted a proxy voting policy where it has been granted authority to vote such proxies and to ensure that proxies are voted in the best interest of each client. More frequently, Insight votes or consents to corporate actions, including tenders, exchanges, amendments, and restructurings which relate to individual fixed income holdings of client accounts. Determinations on voting of consents to these matters tend to be driven primarily by the Company’s view of whether the proposed action will result in an economic benefit for the affected client(s).

Voting Policy

We routinely vote on behalf of our clients with regard to the companies in which they have a shareholding. Insight retains the services of Manifest Information Services (Manifest) for the provision of proxy voting services and votes at all meetings where it is deemed appropriate and responsible to do so. Manifest analyse any resolution against Insight specific voting policy templates which will determine the direction of the vote. Where contentious issues are identified these are escalated to Insight for further review and direction. With regard to voting, the conflicts of interest policy is that Insight will always seek to act in the best interests of its clients when casting proxy votes on their behalf. Where Bank of New York Mellon, Insight or the clients themselves have business relationships with investee companies, these will be disregarded by Insight in making its proxy voting decisions.

Generally, our IMAs provide us with the authority to vote proxies on equity securities for our client accounts subject to any specific instructions from the client.

On an annual basis, Insight publishes a report titled ‘Putting Principles into Practice’, available on our website at https://www.insightinvestment.com/globalassets/documents/responsible-investment/responsible-investment-reports/uk-aus-ri-report-2018.pdf , which includes a description on how we have exercised voting powers.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1)

Portfolio Management Team:

Gautam Khanna, CPA, CFA

Senior Portfolio Manager, Insight North America LLC

May 2003 - Present

Lead Portfolio Manager responsible for day-to-day management of portfolio

Jason Celente, CFA

Senior Portfolio Manager, Insight North America LLC

May 1999 - Present

Portfolio Manager responsible for management of portfolio

Gerard Berrigan

Head of US Fixed Income, Insight North America LLC

May 2003 - Present

Portfolio Manager responsible for management of portfolio

 

(a)(2)

The table below identifies the number of accounts (other than the Fund) for which the Fund’s portoflio managers have day-to-day management responsiblities and total assets in such accounts, within each of the following categories: registered investment companies, ohter pooled investment vehiciles, and other accounts. The Adviser currently does not manage any performance-based fee accounts.


    As of March 31, 2019
        Number of    
Accounts
      Total Assets of    
Accounts
        (in millions)

Gautam Khanna, CPA, CFA

   

Registered Investment Companies

  2   $703.1

Other Pooled Investments

  -   -

Other Accounts

  17   $1,497.0

Jason Celente, CFA

   

Registered Investment Companies

  2   $703.1

Other Pooled Investments

  -   -

Other Accounts

  24   $1,445.9

E. Gerard Berrigan

   

Registered Investment Companies

  2   $703.1

Other Pooled Investments

  -   -  

Other Accounts

  17   $6,581.8

Potential Conflicts of Interests

Material conflicts of interest identified by the Adviser may arise in connection with a portfolio manager’s management of the Fund in addition to other fund and/or accounts managed. These potential conflicts of interest include material conflicts between the investment strategy of the Fund and the investment strategy of the other accounts managed by the portfolio manager and conflicts associated with the allocation of investment opportunities between the Fund and other accounts managed by the portfolio manager. For example, conflicts may arise in cases where multiple Firm and/or affiliate client accounts are invested in different parts of an issuer’s capital structure. Additionally, a portfolio manager may manage a separate account or other pooled investment vehicle that may have a materially higher or lower fee arrangement than the Fund or that may have a performance fee arrangement. The side-by-side management of these accounts may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades. In addition, while portfolio managers generally only manage accounts with similar investment strategies, it is possible that due to varying investment restrictions among accounts and for other reasons that certain investments could be made for some accounts and not others or conflicting investment positions could be taken among accounts. The Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Adviser seeks to provide best execution of all securities transactions and aggregates and then allocates securities to client accounts in a fair and timely manner. To this end, the Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.

 

(a)(3)

All employees of the Adviser, including the Portfolio Manager, are eligible to receive a variable component of pay in addition to their fixed compensation. The variable component is a combination of cash and Long Term Incentive Plan (LTIP) shares and is determined based on each individual’s performance rating in addition to the overall performance of the Adviser. The LTIP shares typically vest on a three-year schedule, with the aim of aligning each individual’s rewards with the success of the business.

Performance management and compensation are formally linked. Everyone participates in mid-year reviews which incorporate 360 degree feedback and an assessment of performance against objectives, as well as a formal end of year review. At that review, a performance rating is also


agreed which is then a key factor in determining compensation. For investment professional, investment performance is an important, but not the only, factor.

 

(a)(4)

The following table discloses the dollar range of equity securities of the Fund beneficially owned by each of the Fund’s portfolio managers as of March 31, 2019:

 

         Dollar range of Equity    
Securities in  Fund (1)

 

 

Gautam Khanna

 

  

 

$10,001 to $50,000

 

Jason Celente

 

   NONE

 

E. Gerard Berrigan

 

   NONE

 

 

(1) Dollar ranges are as follows: None, $1- $10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001- $1,000,000 or over $1,000,000.

 

(b)

N/A. Filing is an annual report.

 

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

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

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees during the period covered by the Annual Report included in Item 1 of this Form N-CSR.

Item 11. Controls and Procedures.

 

  (a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12.

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


Not applicable.

Item 13. Exhibits.

 

  (a)(1)

Code of Ethics attached hereto.

 

  (a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

  (a)(3)

Not applicable.

 

  (a)(4)

Not applicable.

 

  (b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


SIGNATURES

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

(Registrant)                                          Insight Select Income Fund                                                             

By (Signature and Title)*                   /s/ Clifford D. Corso                                                                         

                                                             Clifford D. Corso, President

                                                             (Principal Executive Officer)

Date                                  May 14, 2019                                                                                                        

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

By (Signature and Title)*                   /s/ Clifford D. Corso                                                                         

                                                             Clifford D. Corso, President

                                                             (Principal Executive Officer)

Date                                  May 14, 2019                                                                                                        

By (Signature and Title)*                   /s/ Thomas E. Stabile                                                                       

                                                             Thomas E. Stabile, Treasurer

                                                             (Principal Financial Officer)

Date                                  May 14, 2019