0001752724-21-115538.txt : 20210527 0001752724-21-115538.hdr.sgml : 20210527 20210527135528 ACCESSION NUMBER: 0001752724-21-115538 CONFORMED SUBMISSION TYPE: N-CEN PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210527 DATE AS OF CHANGE: 20210527 EFFECTIVENESS DATE: 20210527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Insight Select Income Fund CENTRAL INDEX KEY: 0000030125 IRS NUMBER: 231745238 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CEN SEC ACT: 1940 Act SEC FILE NUMBER: 811-02201 FILM NUMBER: 21971072 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 8663336685 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: Insight Investment DATE OF NAME CHANGE: 20170110 FORMER COMPANY: FORMER CONFORMED NAME: Cutwater Select Income Fund DATE OF NAME CHANGE: 20111209 FORMER COMPANY: FORMER CONFORMED NAME: RIVUS BOND FUND DATE OF NAME CHANGE: 20060928 N-CEN 1 primary_doc.xml X0303 N-CEN LIVE 0000030125 XXXXXXXX 811-02201 false false false N-2 Insight Select Income Fund 811-02201 0000030125 2138009UQXO3YKI55769 200 Park Avenue 7th Floor New York 10166 US-NY US 212-527-1800 Insight North America LLC 200 Park Avenue 7th Floor New York 10166 212-527-1800 Records relating to its function as advisor The Bank of New York Mellon 4400 Computer Drive Westborough 01581 800-441-9800 Records relating to its function as fund accountant and administrator Computershare Inc. P.O. Box 505000 Louisville 40233-5000 866-333-6685 Records relating to its function as a transfer agent. The Bank of New York Mellon 2 Hanson Place Brooklyn 11217 718-315-2758 Records relating to its function as a custodian N N N N-2 N W. Thacher Brown N/A N Thomas E. Spock N/A N Ellen D. Harvey N/A N Suzanne P. Welsh N/A N Seth Gelman N/A 200 Park Avenue 7th Floor New York 10166 XXXXXX N N N N N N N Tait, Weller & Baker LLP 445 N/A N N N N N N N Insight Select Income Fund 2138009UQXO3YKI55769 N 0 0 0 N/A N N Y N N/A N/A N/A Rule 32a-4 (17 CFR 270.32a-4) Rule 10f-3 (17 CFR 270.10f-3) Rule 12d1-1 (17 CFR 270.12d1-1) N N N N Insight North America LLC 801-69964 000145995 213800YYX7MQCCEN9439 N Computershare Inc. 084-05925 254900Y7PP3ZED9AUY94 N N N ICE Data Services N/A N Bloomberg L.P. 549300B56MD0ZC402L06 N JPMorgan Chase & Co. 8I5DZWZKVSZI1NUHU748 N N The Bank of New York Mellon HPFHU0OQ28E4N0NFVK49 Y N Self - rule 17f-2 (17 CFR 270.17f-2) N Computershare Inc. 254900Y7PP3ZED9AUY94 N N N BNY Mellon Investment Servicing (US) Inc. 549300CFZQLI9QMJ1Z03 Y N N Pershing LLC 008-17574 000007560 ZI8Q1A8EI8LQFJNM0D94 0.00000000 Hedgemark Securities LLC 008-69106 000164503 0004719869 0.00000000 BNY Mellon Capital Markets, LLC 008-35255 000017454 VJW2DOOHGDT6PR0ZRO63 0.00000000 MBSC Securities Corporation 008-13801 000000231 0002243221 0.00000000 Pershing Advisor Solutions LLC 008-47425 000036671 549300KTC63JRN36GZ84 0.00000000 0.00000000 Mizuho Securities USA LLC 008-37710 000019647 7TK5RJIZDFROZCA6XF66 1280000.00000000 Merrill Lynch Professional Clearing Corp. 008-33359 000016139 549300PMHS66E71I2D34 26940824.00000000 J.P. Morgan Securities LLC 008-35008 000000079 ZBUT11V806EZRVTWT807 13927135.00000000 WELLS FARGO SECURITIES, LLC 008-65876 000126292 VYVVCKR63DVZZN70PB21 2376439.00000000 CitiGroup Global Markets Inc. 008-08177 000007059 MBNUM2BPBDO7JBLYG310 27732109.00000000 MORGAN STANLEY & CO. LLC 008-15869 000008209 9R7GPTSO7KV3UQJZQ078 10396209.00000000 Goldman Sachs & Co. LLC 008-00129 000000361 FOR8UP27PHTHYVLBNG30 7888425.00000000 BNP PARIBAS SECURITIES CORP. 008-32682 000015794 RCNB6OTYUAMMP879YW96 592711.00000000 BARCLAYS CAPITAL, INC. 008-41342 000019714 AC28XWWI3WIBK2824319 809607.00000000 CREDIT SUISSE SECURITIES (USA) LLC 008-00422 000000816 1V8Y6QCX6YMJ2OELII46 1658000.00000000 94997767.00000000 N 230906390.00000000 0.00000000 Common stock Shares of Beneficial Interest N N N N N N 0.45000000 0.79000000 20.45000000 21.25000000 false false true false false false false false true false false INTERNAL CONTROL RPT 2 g1a.iii.htm

 

  

  

  

  

  

  

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING  

  

  

  

Shareholders and Board of Trustees 

Insight Select Income Fund 

New York, New York 

  

  

In planning and performing our audit of the financial statements of Insight Select Income Fund as of and for the year ended March 31, 2021, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered its internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, 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. 

  

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements. 

  

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

  

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Shareholders and Board of Trustees 

Insight Select Income Fund 

Page Two 

  

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls for safeguarding securities, which we consider to be material weaknesses, as defined above, as of March 31, 2021. 

  

This report is intended solely for the information and use of management, Shareholders and Board of Trustees of Insight Select Income Fund and the Securities and Exchange Commission, and is not intended to be and should not be used by anyone other than these specified parties. 

  

/s/ TAIT, WELLER & BAKER LLP 

  

Philadelphia, Pennsylvania 

May 10, 2021 

  

  

  

  

  

  

  

  

  

  

 

 ADVISORY CONTRACTS 3 g1b.iii.htm

  

INSIGHT SELECT INCOME FUND 

INVESTMENT ADVISORY AGREEMENT 

INVESTMENT ADVISORY AGREEMENT (the “Agreement”), made by and between INSIGHT SELECT INCOME FUND, a Delaware statutory trust (the “Fund”), and Insight North America LLC, a New York limited liability company (the “Investment Adviser”). 

W I T N E S S E T H: 

WHEREAS, the Fund has been organized and operates as an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and engages in the business of investing and reinvesting its assets in securities, and the Investment Adviser is a registered Investment Adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) and engages in the business of providing investment management services; and 

WHEREAS, the Fund has selected the Investment Adviser to serve as the investment adviser for the Fund;  

WHEREAS, on July 30, 2020, the Board of Trustees of the Fund approved, subject to shareholder approval, this Agreement, and on November 24, 2020, the shareholders of the Fund approved this Agreement at a special meeting of shareholders; and 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows: 

1.

The Fund hereby employs the Investment Adviser to manage the investment and reinvestment of the Fund’s assets and to administer its affairs, subject to the direction of the Board of Trustees and officers of the Fund for the period and on the terms hereinafter set forth. The Investment Adviser hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Fund in any way, or in any way be deemed an agent of the Fund. The Investment Adviser shall regularly make decisions as to what securities to purchase and sell on behalf of the Fund and shall record and implement such decisions and shall furnish the Board of Trustees of the Fund with such information and reports regarding the Fund’s investments as the Investment Adviser deems appropriate or as the Directors of the Fund may reasonably request. Subject to compliance with the requirements of the 1940 Act, the Investment Adviser may retain as a sub-adviser to the Fund, at the Investment Adviser’s own expense, any investment adviser registered under the Advisers Act. 

2.

The Fund shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of stock, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; and taxes. Officers and employees of the Investment Adviser may be trustees, directors, officers and employees of the funds of which the Investment Adviser serves as investment adviser. Officers and employees of the Investment Adviser who are directors, officers and/or employees of the Fund shall not receive any compensation from the Fund for acting in such dual capacity. 

In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Fund and Investment Adviser may share facilities common to each, with appropriate proration of expenses between them. 

3.

(a)The Investment Adviser shall place and execute Fund orders for the purchase and sale of portfolio securities with broker-dealers. Subject to the primary objective of obtaining the best available prices and execution, the Investment Adviser will place orders for the purchase and sale of portfolio securities for the Fund with such broker-dealers as it may select from time to time, including brokers who provide statistical, factual and financial information and services to the Fund, to the Investment Adviser, or to any other fund for which the Investment Adviser provides investment advisory services. Broker-dealers who sell shares of the funds of which the Investment Adviser is investment adviser shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and National Association of Securities Dealers, Inc. 

(b)Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Fund, the Investment Adviser is authorized to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction in such instances where the Investment Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Adviser’s overall responsibilities with respect to the Fund and to other funds for which the Investment Adviser exercises investment discretion. 

4.

As compensation for the services to be rendered to the Fund by the Investment Adviser under the provisions of this Agreement, the Fund shall pay to the Investment Adviser from the Fund’s assets a monthly investment advisory fee at the annualized rate of 0.50% of the first $100,000,000 of the Fund’s average daily Managed Assets and 0.40% of the Fund’s average daily Managed Assets in excess of $100,000,000. The “Managed Assets” of the Fund shall be defined as the total assets of the Fund, less its liabilities other than Fund liabilities incurred for investment purposes (e.g., proceeds of any borrowings used for investment purposes or from the issuance of senior securities) and shall be determined in accordance with any instructions of the Board of Trustees. 

If this Agreement shall become effective subsequent to the first day of the month, or shall terminate before the last day of the month, the Investment Adviser’s compensation for such fraction of the month shall be determined by applying the foregoing percentages to the Fund’s average daily Managed Assets during such fraction of a month and in the proportion that such fraction of a month bears to the entire month. 

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

5.

The services to be rendered by the Investment Adviser to the Fund under the provisions of this Agreement are not to be deemed to be exclusive, and the Investment Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. 

6.

The Investment Adviser, its officers, employees, and agents may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Fund or to any other investment company, corporation, association, firm or individual. 

7.

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

8.

This Agreement shall be executed and become effective as of the date written below. The Agreement will continue in effect for an initial term of two years from the Effective Date (defined below) and may continue thereafter from year to year if specifically approved at least annually by the “vote of a majority of the outstanding voting securities” of the Fund or by the Board and, in either event, by the vote of a majority of the Directors who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for such purpose. No amendment to this Agreement shall be effective unless the terms thereof have been approved by the vote of a majority of Directors of the Fund who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Fund at any time, without the payment of a penalty, on sixty (60) days’ written notice to the Investment Adviser of the Fund’s intention to do so, pursuant to action by the Board of Trustees of the Fund or pursuant to a vote of a majority of the outstanding voting securities of the Fund. The Investment Adviser may terminate this Agreement at any time, without the payment of penalty on sixty days’ written notice to the Fund of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Fund to pay to the Investment Adviser the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment. 

9.

This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto. 

10.

For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning defined in the 1940 Act. 

11.

The parties hereto agree to terminate their previous Investment Advisory Agreement, dated January 2, 2015, as of the Effective Date (as defined below). 

[signature page follows] 

  

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed on their behalf by their respective officers thereunto duly authorized effective as of December 1, 2020 (the “Effective Date”). 

  

Insight Select Income Fund 

  

  

/s/ Clifford Corso 

Clifford Corso 

President 

  

Insight North America LLC 

  

  

/s/ John Ariola 

John Ariola 

Head of Financial Analysis, North America 

  

  

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