Tax-Free Fixed Income Fund V for Puerto Rico Residents DEFR14A Revised proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 3)

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

TAX-FREE FIXED INCOME FUND V FOR PUERTO RICO RESIDENTS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EXPLANATORY NOTE

On July 29, 2021, Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. filed a DEFR14A that inadvertently included the statement that “[w]e note that as of the time of filing this Proxy Supplement, Ocean Capital has not filed proxy materials with the SEC.” That statement was no longer correct at the time of the filing, and its inclusion was a clerical mistake. At the time of the DEFR14A filing, Ocean Capital LLC had filed proxy materials with the U.S. Securities and Exchange Commission, including a preliminary proxy statement on July 19, 2021 and a definitive proxy statement on July 28, 2021. Below is a corrected DEFR14A that omits that statement. A printed version of the corrected DEFR14A is the only version of the DEFR14A mailed to stockholders.

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Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. Announces Adjournment of Annual Meeting of Shareholders to August 26, 2021

SAN JUAN, Puerto Rico– July 29, 2021 – Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (“the Fund”) today convened and then adjourned the Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) without transacting any other business. Following a vote by shareholders, the Annual Meeting was adjourned to be held virtually on August 26, 2021 at 2:00 PM.

The transaction of business at the Annual Meeting requires a quorum of more than one-half of the outstanding shares of the Fund entitled to vote, represented in person or by proxy. Based on a determination by the inspectors of election, there was no quorum present at the Annual Meeting. Accordingly, the Annual Meeting has been adjourned to provide the Fund with additional time to solicit proxies from its shareholders to achieve a quorum at the Annual Meeting.

THE BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE ON THE WHITE PROXY CARD: (1) “FOR” PROPOSAL 1 TO ELECT THE FOUR DIRECTOR NOMINEES UP FOR ELECTION AS DIRECTORS OF THE FUND TO SERVE UNTIL THE END OF THEIR RESPECTIVE TERM OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED; AND (2) “FOR” PROPOSAL 2 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE FUND’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2022. THESE PROPOSALS ARE DISCUSSED IN GREATER DETAIL IN THE PROXY STATEMENT, WHICH WE ADVISE YOU TO READ IN ITS ENTIRETY.

The record date for the adjourned Annual Meeting remains June 9, 2021. Shareholders who have already voted do not need to recast their votes unless they wish to change their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked. Shareholders who have not already voted or wish to change their vote are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.

On July 9, 2021, ten days after the Fund had filed the Proxy Statement and made it available to the Fund’s shareholders, the Fund received a purported notice from Ocean Capital LLC (“Ocean Capital”) stating its intention to nominate four director candidates and submit a proposal at the Annual Meeting. However, the Fund rejected the purported notice because the Board of Directors determined, upon the advice of outside counsel, that Ocean Capital’s notice failed to comply with the advance notice provisions set forth in the Fund’s organizational documents for notice of director nominations and shareholder proposals. As a result, we have determined the only director candidates eligible for election at the Annual Meeting are Luis Pellot, Carlos Nido, José J. Villamil and Vicente León, and the Board of Directors does not know of any matters to be properly brought before the Annual Meeting other than the proposals described in the Proxy Statement.

In the event you receive any materials from Ocean Capital or any of its affiliates, we urge you to discard any such materials. We also encourage you NOT to sign or return any blue proxy cards that may be sent to you by Ocean Capital or any of its affiliates in favor of Ocean Capital’s purported director nominees or shareholder proposal because no such proxies will be recognized and no votes cast in favor of such purported nominees or proposals will be tabulated at the meeting.

If shareholders have questions about how to vote their shares, they should immediately contact the Fund’s proxy solicitor, Okapi Partners, at (877) 566-1922 or at info@okapipartners.com.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Shareholders of the Fund can obtain copies of the definitive proxy statement filed by Fund with U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2021, as supplemented by Amendment No. 1 filed with the SEC on July 19, 2021 (“Amendment No. 1”) and Amendment No. 2 filed with the SEC on July 23, 2021 (“Amendment No. 2”) and this Amendment No. 3 (“Amendment No. 3,” and as amended and supplemented by Amendment No. 1, Amendment No. 2, and Amendment No. 3, the “Proxy Statement”), any future supplements to the Proxy Statement and other documents filed by the Fund with the SEC for no charge at the SEC’s website at www.sec.gov.

IT IS IMPORTANT THAT YOUR WHITE PROXY CARDS BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN YOUR WHITE PROXY CARD TODAY.

In San Juan, Puerto Rico, this 29th day of July, 2021.

By Order of the Board of Directors:

/s/ Liana Loyola

Liana Loyola

Secretary