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: 811-23673
SHORT TERM INVESTMENT FUND FOR PUERTO RICO RESIDENTS, INC.
(Exact name of registrant as specified in charter)
American International Plaza Building - Tenth Floor
250 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
(Address of principal executive offices)(Zip code)
Liana Loyola
Secretary
American International Plaza Building - Tenth Floor
250 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
(Name and Address of Agent for Service)
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Copy to: |
Alexandre-Cyril Manz --------------------------------------- Alexandre-Cyril Manz UBS Financial Services Incorporated of Puerto Rico American International Plaza Building - Tenth Floor 250 Muñoz Rivera Avenue San Juan, Puerto Rico 00918 |
Registrant’s telephone number, including area code: (787) 250-3600
Date of fiscal year end: December 31
Date of reporting period: December 31, 2021
Item 1. Report to Stockholders.
(a) The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”).
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| | Short Term Investment Fund for Puerto Rico Residents, Inc. 2021 SEMI-ANNUAL REPORT |
Beginning on January 1, 2022, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a 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 already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically. If you own these shares through a financial intermediary, you may contact your financial intermediary.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with the fund complex or your financial intermediary.
LETTER TO SHAREHOLDERS
Dear Shareholders:
The Short-Term Investment Fund for Puerto Rico Residents, Inc. (formerly known as Puerto Rico Short Term Investment Fund, Inc. and hereinafter referred to as the “Fund”) is pleased to present its Letter to Shareholders for the period from July 1, 2021 to December 31, 2021.
The economy and the markets continue to recover from the Coronavirus (otherwise known as “COVID-19”, as it has been named by the World Health Organization) pandemic. The stock market has rebounded from the lows of March 2020. However, performance has been mixed; sectors like technology and health care have rebounded well, with some companies reaching record highs, while other sectors such as retail, airlines, cruise lines, among others, remain under pressure. World-wide supply chain disruptions in many industries continue. By the Fund’s semi-annual period-end in December 31 2021, the major indices continued to improve and were trading at or near their all-time highs. The emergence of the Omicron variant, however, has led to an increase in market volatility.
The Federal Reserve (the “Fed”) maintained interest rates at 0.00% to 0.25% at its December 15, 2021, meeting. Although, the Fed cited progress on vaccinations, significant differences in vaccination rates among states persist. The Fed expects continued progress, but risks to the economic outlook remain. The debate on the recent elevated inflation readings centers on whether they are transitory pandemic related supply disruptions or represent a permanent shift in inflation expectations. The Fed removed the word transitory from its December statement. It also reduced further the pace of its net asset purchases beginning in January 2022. The Central Tendency projections for the Fed funds rates were revised upwards. The market now expects three Fed Funds increase of one quarter percent each in 2022. On December 31, 2021, the yield on the ten-year U.S. Treasury Note increased six basis points to 1.51% versus 1.45% at the beginning of the period.
With a near-zero, short-term interest rate environment and elevated valuations in nearly all asset classes, current market conditions present a challenging environment for the management of the Fund. Notwithstanding, the Investment Adviser remains committed to looking for investment opportunities within the allowed parameters while providing professional asset management services to the Fund for the benefit of its shareholders.
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Sincerely, |
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
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Leslie Highley, Jr. Managing Director for the UBS Asset Managers of Puerto Rico, a division of UBS Trust Company of Puerto Rico, as Investment Adviser |
1
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
REGISTRATION UNDER THE 1940 ACT
The Fund is a corporation organized under the laws of the Commonwealth of Puerto Rico and is registered as an investment company under the Investment Companies Act of 1940, as amended (the “1940 Act”), as of May 14, 2021.
On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (Pub. L. No. 115-174) was signed into law and amended the 1940 Act, to repeal the exemption from its registration of investment companies created under the laws of Puerto Rico, the U.S. Virgin Islands, or any other U.S. possession under Section 6(a)(1) thereof. The repeal of the exemption took effect on May 24, 2021. Upon the Fund’s registration under the 1940 Act, it must now register its future offerings of securities under the U.S. Securities Act of 1933, as amended, absent any available exception. In connection with the process required for registration of the Fund’s securities, it was required to change its corporate name and implement certain operational changes including, without limitation, a prohibition against engaging in principal transactions with affiliates. The Fund also suspended the current offerings of its shares, pending the registration of the securities under the U.S. Securities Act of 1933, as amended, absent an exception.
FUND PERFORMANCE
The Fund’s total investment return for the period from July 1, 2021 to December 31, 2021 was 0.01%, based on the net asset value of $1.00 per share. In this historically low interest-rate environment, the investment adviser selected assets that seek to maximize risk/return relationships, while adhering to the Fund’s strict credit quality and asset class constraints. Past performance is not predictive of future results. This compares to a return of 0.02% of the ICE BofA U.S. 3-Month Treasury Bill Index. Performance calculations do not reflect any deduction of taxes that a shareholder may have to pay on Fund distributions.
The Fund’s net asset value remained unchanged at $1.00 during the whole period. The Funds net investment income, net of $1,161,482 of waived fees and reimbursable expenses, amounted to 0.01% of net assets. The Fund distributed all this net investment income during the year. Dividends were declared daily and paid once a month. Refer to Note 2 of the Semi-Annual Report for more details on reimbursable expenses.
The Fund’s portfolio consists 100% of highly liquid short-term U.S. Agency discount notes. Since the start of the Coronavirus pandemic in 2020, the Federal Reserve (the “Fed”) has lowered and maintained the Fed Funds rate at 0.00%-0.25%. The discount notes reflect this extremely low interest rate environment. The purchase of Tax-Exempt Secured Obligations (“TSOs”) issued by certain Puerto Rico closed-end investment companies managed by the Fund’s investment adviser have been discontinued pending their registration under the Securities Act of 1933, as amended.
FUND HOLDINGS SUMMARIES
The following tables show the allocation of the portfolio using various metrics as of the end of the fiscal year. It should not be construed as a measure of performance for the Fund itself. The portfolio is actively managed, and holdings are subject to change.
| | | | |
Portfolio Composition (% of Total Portfolio) | |
U.S Agencies | | | 100.00% | |
| | | | |
Geographic Allocation (% of Total Portfolio) | |
U.S | | | 100.00% | |
2
The following table shows the ratings of the Fund’s portfolio as of December 31, 2021. The ratings used are the highest rating given by one of the three nationally recognized rating agencies, Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”), and S&P Global Ratings (“S&P”). Ratings are subject to change.
(% of Total Portfolio)
| | | | |
Rating | | Percent | |
AAA | | | 100.00 | % |
This material is not intended to be a recommendation or investment advice, does not constitute a solicitation to buy, sell or hold a security or an investment strategy and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular investor, or suggest any specific course of action. Investment decisions should be made based on an investor’s objectives and circumstances and in consultation with his or her advisors. The views expressed herein are those of the portfolio manager as of the date of this report. The Fund disclaims any obligations to update publicly the views expressed herein.
3
LIQUIDITY PROGRAM
LIQUIDITY RISK MANAGEMENT PROGRAM
The Securities and Exchange Commission (“SEC”) has adopted Rule 22e-4 under the 1940 Act (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that the Fund will be unable to meet its redemption obligations and mitigating dilution of the interests of Fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interest in the Fund.
As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less frequently than annually, of the Fund’s liquidity risk that takes into account as relevant to the Fund’s liquidity risk: 1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; and 2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid”, “Moderately Liquid”, “Less Liquid”, and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board of Directors (“BOD”) and the SEC (on a non-public basis) as required by the Program and Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and consequently the Program, also require reporting to the BOD and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.
At a meeting held on February 25, 2022, the Committee presented a report to the BOD that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from October 1, 2021, through December 31, 2021, and stated the following:
| • | | The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal; |
| • | | The Fund’s investment strategy remained appropriate for an open-end Fund; |
| • | | The Fund was able to meet requests for redemption without significant dilution of remaining investor’s interests in the Fund; |
| • | | The Fund did not breach the 15% limit on Illiquid Investments; and |
| • | | The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM. |
4
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Short Term Investment Fund for Puerto Rico Residents, Inc. |
The following table includes selected data for a share outstanding throughout the periods and other performance information derived from the financial statements. It should be read in conjunction with the Fund’s financial statements and notes thereto.
| | | | | | | | | | | | |
| | | | | | For the period from July 1, 2021 to December 31, 2021 (Unaudited) | | | For the fiscal year ended June 30, 2021 | |
| |
| | |
Increase in Net Asset Value: | | | | | | | | |
| | | |
Per Share Operating | | Net asset value, beginning of period | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | |
Performance: | | | | Net investment income (a) | | | 0.00 | ** | | | 0.00 | ** |
| | | | | | | | | | | | |
| | | | Total from investment operations | | | 0.00 | | | | 0.00 | |
| | | | Less: Distributions from net investment income | | | (0.00) | ** | | | (0.00) | ** |
| | | | | | | | | | | | |
| | | | Net asset value, end of period | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| |
| | | | |
Total Investment | | | | | | | | | | | | |
Return: | | (b) | | Based on net asset value per share | | | 0.01% | | | | 0.02% | |
| | | | | | | | | | | | |
| |
| | | | |
Ratios: | | (c) (d) | | Net expenses to average net assets - net of waived and/or reimbursed expenses | | | 0.01% | | | | 0.06% | |
| | (c) (d) | | Gross expenses to average net assets | | | 0.88% | | | | 0.81% | |
| | (c) (d) | | Net investment income to average net assets - net of waived and/or reimbursed expenses | | | 0.01% | | | | 0.01% | |
| | | | | | | | | | | | |
| |
| | | | |
| | | | Net assets, end of period (in thousands) | | $ | 231,028 | | | $ | 304,412 | |
| | | | | | | | | | | | |
Supplemental | | | | | | | | | | | | |
Data: | | (e) Portfolio turnover | | | - | | | | - | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| |
| | |
| | ** Net investment income and distributions from net investment income for the period from July 1, 2021 to December 31, 2021 and for the fiscal year ended June 30, 2021 were $0.0001 and $0.0001 per share, respectively. |
| |
| | (a) Based on average outstanding common shares of 264,864,171 and 339,608,192 for the period from July 1, 2021 to December 31, 2021 and for the fiscal year ended June 30, 2021, respectively. |
| |
| | (b) Dividends are assumed to be reinvested at the per share net asset value on the date dividends are paid. Investment return is not annualized for the period from July 1, 2021 to December 31, 2021. |
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| | (c) Based on average net assets applicable to common shareholders of $265,131,064 and $339,608,192 for the period from July 1, 2021 to December 31, 2021 and for the fiscal year ended June 30, 2021, respectively. Ratios for the period from July 1, 2021 to December 31, 2021 were annualized using a 365 day base. |
| |
| | (d) The effect of the expenses waived/reimbursed for the period from July 1, 2021 to December 31, 2021 and for the fiscal year ended June 30, 2021 was to decrease the expense ratios, thus increasing the net investment income ratio to average net assets by 0.87% and 0.75%, respectively |
The accompanying notes are an integral part of these financial statements.
1
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Short Term Investment Fund for Puerto Rico Residents, Inc. |
| | | | |
SCHEDULE OF INVESTMENTS | | | December 31, 2021 (Unaudited) | |
| | | | | | | | | | | | | | |
Face Amount | | | Issuer | | Coupon | | Yield to Maturity | | Maturity Date | | Value |
US Government, Agency and Instrumentalities - 76.18% of net assets | |
| $ 10,000,000 | | | Federal Farm Credit Discount Note | | 0.00% | | 0.00% | | 01/03/22 | | $ | 10,000,000 | |
| 2,300,000 | | | Federal Farm Credit Discount Note | | 0.00% | | 0.00% | | 01/03/22 | | | 2,300,000 | |
| 30,000,000 | | | Federal Home Loan Bank Discount Note | | 0.00% | | 0.00% | | 01/03/22 | | | 30,000,000 | |
| 14,999,983 | | | Federal Home Loan Bank Discount Note | | 0.02% | | 0.00% | | 01/03/22 | | | 14,999,983 | |
| 14,999,967 | | | Federal Farm Credit Discount Note | | 0.02% | | 0.00% | | 01/05/22 | | | 14,999,967 | |
| 14,999,958 | | | Federal Farm Credit Discount Note | | 0.02% | | 0.00% | | 01/06/22 | | | 14,999,958 | |
| 6,199,991 | | | Federal Home Loan Bank Discount Note | | 0.01% | | 0.00% | | 01/06/22 | | | 6,199,991 | |
| 7,999,989 | | | Federal Home Loan Bank Discount Note | | 0.01% | | 0.00% | | 01/06/22 | | | 7,999,989 | |
| 4,999,979 | | | Federal Home Loan Bank Discount Note | | 0.03% | | 0.00% | | 01/07/22 | | | 4,999,979 | |
| 4,999,954 | | | Federal Farm Credit Discount Note | | 0.03% | | 0.00% | | 01/12/22 | | | 4,999,954 | |
| 9,999,924 | | | Federal Home Loan Bank Discount Note | | 0.03% | | 0.00% | | 01/12/22 | | | 9,999,924 | |
| 4,999,983 | | | Federal Farm Credit Discount Note | | 0.01% | | 0.00% | | 01/13/22 | | | 4,999,983 | |
| 4,999,975 | | | Federal Farm Credit Discount Note | | 0.01% | | 0.00% | | 01/19/22 | | | 4,999,975 | |
| 9,999,900 | | | Federal Farm Credit Discount Note | | 0.02% | | 0.00% | | 01/19/22 | | | 9,999,900 | |
| 4,499,885 | | | Federal Home Loan Bank Discount Note | | 0.04% | | 0.00% | | 01/24/22 | | | 4,499,885 | |
| 24,999,250 | | | Federal Home Loan Bank Discount Note | | 0.04% | | 0.00% | | 01/28/22 | | | 24,999,250 | |
| 4,999,812 | | | Federal Farm Credit Discount Note | | 0.04% | | 0.00% | | 02/04/22 | | | 4,999,812 | |
| | | | | | | | | | | | | | |
| $ 175,998,550 | | | | | | | | | | | $ | 175,998,550 | |
| | | | | | | | | | | | | | |
| | | | | |
| | | | Total investments (76.18% of net assets) | | | | | | | | $ | 175,998,550 | |
| | | | Other Assets and Liabilities (23.82% of net assets) | | | | | | | | | 55,029,383 | |
| | | | | | | | | | | | | | |
| | | | Net assets - 100% | | | | | | | | $ | 231,027,933 | |
| | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
2
| | |
Short Term Investment Fund for Puerto Rico Residents, Inc. | | December 31, 2021 (Unaudited) |
| | | | |
Statement of Assets and Liabilities | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Assets: | | Investment securities, at amortized cost with: | | | | | | | | |
| | Non-affiliates | | | | | | $ | 175,998,550 | |
| | Cash | | | | | | | 55,297,937 | |
| | Receivable for investment advisory fee reimbursed | | | | | | | 77,435 | |
| | Prepaid insurance | | | | | | | 18,557 | |
| | | | | | | | | �� | |
| | Total assets | | | | | | | 231,392,479 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Liabilities: | | Payables: | | | | | | | | |
| | Dividends | | | 317 | | | | | |
| | Administration fees | | | 31,091 | | | | | |
| | Distribution fees | | | 80,887 | | | | | |
| | Transfer agent fees | | | 31,615 | | | | | |
| | Professional fees | | | 140,058 | | | | | |
| | Miscellaneous fees | | | 32,873 | | | | | |
| | Printing fees | | | 29,104 | | | | | |
| | Directors fees | | | 9,595 | | | | 355,540 | |
| | | | | | | | | | |
| | Accrued expenses and other liabilities | | | | | | | 9,006 | |
| | | | | | | | | | |
| | Total liabilities | | | | | | | 364,546 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Net Assets: | | | | | | $ | 231,027,933 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | |
Net Assets consist of: | | | | | | | | | | |
| | Paid-in-Capital ($0.001 par value, 1,000,000,000 shares authorized, 230,726,654 issued and outstanding) | | | $ | 230,726,654 | |
| | Total Distributable Earnings (Accumulated Loss) | | | | | | | 301,279 | |
| | | | | | | | | | |
| | | |
| | Net assets | | | | | | $ | 231,027,933 | |
| | | | | | | | | | |
| | | |
| | Net asset value per share; 230,726,654 shares outstanding | | | | | | $ | 1.00 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
3
| | |
Short Term Investment Fund for Puerto Rico Residents, Inc. |
| | | | | | |
| | | | For the period from July 1, 2021 to December 31, 2021 (Unaudited) | |
| | | | | | |
| | | | | | |
Investment income: | | Interest from unaffiliated issuers | | $ | 26,863 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Expenses: | | Investment advisory fees | | | 668,276 | |
| | Administration fees | | | 66,828 | |
| | Distribution fees | | | 167,069 | |
| | Transfer Agent fees | | | 21,132 | |
| | Custodian fees | | | 18,712 | |
| | Professional fees | | | 58,457 | |
| | Directors’ fees and expenses | | | 15,575 | |
| | Insurance expense | | | 125,447 | |
| | Other | | | 30,426 | |
| | | | | | |
| | Total expenses | | | 1,171,922 | |
| | | | | | |
| | Waived fees and reimbursable expenses | | | (1,161,482) | |
| | | | | | |
| | Net expenses after waived fees and reimbursable expenses | | | 10,440 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net investment income: | | | | | 16,423 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Realized Gain on | | Net realized gain on investments | | | 301,279 | |
| | | | | | |
Investments: | | Total net realized gain on investments | | | 301,279 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net increase in net assets resulting from operations: | | $ | 317,702 | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
4
| | |
Short Term Investment Fund for Puerto Rico Residents, Inc. | | |
| | |
Statement of Changes in Net Assets | | |
| | | | | | | | | | |
| | | | For the period from | | For the fiscal |
| | | | July 1, 2021 to | | year ended |
| | | | December 31, 2021 | | June 30, 2021 |
| | | | (Unaudited) | | |
Decrease in Net Assets: | | | | | | | | |
| | | | | | |
| | | | | | |
| | Net investment income | | $ | 16,423 | | | $ | 34,288 | |
| | Net realized gain on investments | | | 301,279 | | | | - | |
| | | | | | | | | | |
| | | |
| | Net increase in net assets resulting from operations | | | 317,702 | | | | 34,288 | |
| | | | | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Dividends to | | | | | | | | | | |
Shareholders from: | | Net investment income | | | (16,422 | ) | | | (34,288 | ) |
| | | | | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Capital Shares | | Increase in net assets derived from sale of shares | | | - | | | | 1,412,620,182 | |
Transactions | | Increase in net assets derived from reinvestment of dividends | | | 16,861 | | | | 32,444 | |
(at $1.00 per share): | | Decrease in net assets derived from the redemption of shares | | | (73,702,031 | ) | | | (1,436,241,849 | ) |
| | | | | | | | | | |
| | | |
| | | | | (73,685,170 | ) | | | (23,589,223 | ) |
| | | | | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net Assets: | | Net decrease in net assets | | | (73,383,890 | ) | | | (23,589,223 | ) |
| | Balance at the beginning of the period/year | | | 304,411,823 | | | | 328,001,046 | |
| | | | | | | | | | |
| | | |
| | Balance at the end of the period/year | | $ | 231,027,933 | | | $ | 304,411,823 | |
| | | | | | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
5
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
1. | Reporting Entity and Significant Accounting Policies |
Short Term Investment Fund for Puerto Rico Residents, Inc. (formerly known as Puerto Rico Short- Term Investment Fund, Inc. and hereinafter referred to as the “Fund”) is a non-diversified, open-end management investment company. The Fund is a corporation organized under the laws of the Commonwealth of Puerto Rico and is registered as an investment company under the Investment Companies Act of 1940, as amended (the “1940 Act”), as of May 14, 2021. Prior to such date and since inception, the Fund was registered and operated under the Puerto Rico Investment Companies Act of 1954, as amended (the “Puerto Rico Investment Companies Act”). The Fund was incorporated on July 26, 2002 and started operations on December 8, 2006. UBS Asset Managers of Puerto Rico, a division of UBS Trust Company of Puerto Rico (“UBSTC”), is the Fund’s Investment Adviser. UBSTC is also the Fund Administrator (“Administrator”). UBSTC has engaged State Street Bank and Trust Company to provide certain information and services including price quotations and calculations of the Fund’s net asset value per share.
The Fund’s investment objective is to provide current income, consistent with liquidity and the conservation of capital.
On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (Pub. L. No. 115-174) was signed into law and amended the 1940 Act, to repeal the exemption from its registration of investment companies created under the laws of Puerto Rico, the U.S. Virgin Islands, or any other U.S. possession under Section 6(a)(1) thereof. The repeal of the exemption took effect on May 24, 2021. Upon the Fund’s registration under the 1940 Act, it must now register its future offerings of securities under the U.S. Securities Act of 1933, as amended, absent any available exception. In connection with the process required for registration of the Fund’s securities, it was required to change its corporate name and implement certain operational changes including, without limitation, a prohibition against engaging in principal transactions with affiliates. The Fund also suspended the current offerings of its shares, pending the registration of the securities under the U.S. Securities Act of 1933, as amended, absent an exception.
The Fund is considered an investment company under the accounting principles generally accepted in the United States of America (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification 946 (“ASC 946”), Financial Services-Investment Companies.
The following is a summary of the Fund’s significant accounting policies:
Use of Estimates in Financial Statements Preparation
The accompanying financial statements of the Fund have been prepared on the basis of GAAP. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
Net Asset Value Per Share
The net asset value per share of the Fund is determined by the Administrator daily. The Fund typically calculates net asset value per share once each business day. The net asset value per share is the total value of the Fund divided by the total number of shares outstanding.
Valuation of Investments
All securities are valued at amortized cost, which approximates fair value, due to their short term maturities, which does not take into account unrealized gains or losses. This involves valuing an
6
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
instrument at cost and thereafter assuming a constant accretion or amortization to maturity of any discount or premium, respectively, regardless of the impact of fluctuation of interest rates on the fair value of the instrument.
GAAP provides a framework for measuring fair value and expands disclosures about fair value measurements and requires disclosure surrounding the various inputs that are used in determining the fair value of the Fund’s investments. These inputs are summarized in three broad levels listed below.
| • | | Level 1 - Quoted prices in active markets for identical assets and liabilities at the measurement date. An active market is one in which transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| • | | Level 2 - Are significant inputs other than quoted prices included in Level 1 that are observable (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.), either directly or indirectly. |
| • | | Level 3 - Significant unobservable inputs, for example, inputs derived through extrapolation that cannot be corroborated by observable market data. These will be developed based on the best information available in the circumstances, which might include UBSTC’s own data. Level 3 inputs will consider the assumptions that market participants would use in pricing the asset, including assumptions about risk (e.g., credit risk, model risk, etc.). |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Following is a description of the Fund’s valuation methodologies used for assets measured at amortized cost which approximates fair value:
US Government, Agency and Instrumentalities: These securities are valued at cost which approximates fair value and are classified as Level 2.
The following is a summary of the portfolio by inputs used as of December 31, 2021 in valuing the Fund’s assets carried at amortized cost which approximates fair value:
| | | | | | | | | | | | | | | | |
| | Investments in Securities | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Balance December 31, 2021 | |
| | | | |
US Government, Agency and Instrumentalities | | $ | - | | | $ | 175,998,550 | | | $ | - | | | $ | 175,998,550 | |
| | | | | | | | | | | | | | | | |
There were no Level 3 securities during the period from July 1, 2021 to December 31, 2021.
There were no transfers into or out of Level 3 during the period from July 1, 2021 to December 31, 2021.
Taxation
As a registered investment company under the 1940 Act, the Fund will not be subject to Puerto Rico income tax for any taxable year if it distributes at least 90% of its net income for such year, as determined for these purposes pursuant to section 1112.01(a)(2) of the Puerto Rico Internal Revenue Code of 2011, as amended. Accordingly, as the Fund met this distribution requirement for
7
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
the period from July 1, 2021 to December 31, 2021, the income earned by the Fund for such period is not subject to Puerto Rico income tax at the Fund level.
The Fund can invest in taxable and tax-exempt securities. In general, distributions of taxable income dividends, if any, to Puerto Rico individuals, estates, and trusts are subject to a withholding tax of 15%, if certain requirements are met. Moreover, distribution of capital gains dividends, if any, to (a) Puerto Rico individuals, estates, and trusts are subject to a tax of 15% and (b) Puerto Rico corporations are subject to a tax of 20%. Tax withholdings are effected at the time of payment of the corresponding dividend. Individual shareholders may be subject to alternate basic tax on certain fund distributions. Certain Puerto Rico entities receiving taxable income dividends are entitled to claim an 85% dividends received deduction. Fund shareholders are advised to consult their own tax advisers.
Income Taxes (“Accounting Standard Codifications 740”) requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax return to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken on its Puerto Rico income tax returns for all open tax years (prior four (4) tax years) and has concluded that there are no uncertain tax positions. On an ongoing basis, management will monitor the Fund’s tax position to determine if adjustments to this conclusion are necessary. The Fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expenses in the Statement of Operations. During the period from July 1, 2021 to December 31, 2021, the Fund did not incur any interest or penalties.
Statement of Cash Flows
GAAP and Statement of Cash Flows (“ASC 230”) requires entities providing financial statements that report both a financial position and results of operations to also provide a Statement of Cash Flows for each period for which results of operations are provided, but exempts investment companies meeting certain conditions. One of the conditions is that substantially all of the Fund’s investments were carried at fair value during the year and classified as Level l or Level 2 in the fair value hierarchy in accordance with the requirements of GAAP. Another condition is that the Fund had little or no debt, based on the average debt outstanding during the year, in relation to average total assets. An additional condition is that the Fund presents a Statement of Changes in Net Assets. For the period from July 1, 2021 to December 31, 2021, the Fund has met such conditions and is exempt from providing a Statement of Cash Flows.
Dividends and Distributions to Shareholders
Dividends from net investment income are declared daily and paid monthly. Such dividends will automatically be reinvested unless the shareholder elects to receive them in cash. Dividends that are reinvested are subject to Puerto Rico income tax under the same rules that apply to cash dividends. The Fund may also distribute any net capital gains to maintain the share price at $1.00 per share. Shares earn dividends on the day they are purchased but not on the day they are sold.
8
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
Investments in Tax Secured Obligations (“TSOs”) Issued by Puerto Rico Investment Companies
The Fund shall purchase only TSOs that are collateralized fully by a pledge of certain securities, as required by the rating agency to maintain the highest short term rating. The Fund shall purchase only TSOs in which the Fund maintains a perfected security interest. There were no TSOs for the period from July 1, 2021 to December 31, 2021.
Securities Purchased Under Agreements to Re-Sell
Under these agreements, the Fund purchases securities and simultaneously commits to resell the securities to the original seller (a broker-dealer, other financial institution or affiliated Funds) at an agreed upon date and price reflecting a market rate of interest unrelated to the coupon rate or maturity of the purchased securities. When entering into repurchase agreements, it is the Fund’s policy that a custodian takes possession of the underlying collateral, the value of which at least equals the principal amount of the repurchase transaction, including accrued interest. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
The securities purchased underlying the agreements to resell were delivered to and are held by the custodian. The counterparties to such agreements maintain ownership of such securities through the agreement that requires the resale and return of such collateral. The Fund is permitted by contract to sell or repledge the securities, and has agreed to resell to the counterparties the same or substantially similar securities at the maturity of the agreements. These transactions are treated as financings and recorded as assets. There were no securities purchased under agreements to re-sell for the period from July 1, 2021 to December 31, 2021.
Other
Security transactions are accounted for on the trade date (the date the order to buy or sell is executed). Realized gains and losses on security transactions are determined on the identified cost method. Premiums and discounts on securities purchased are amortized using the interest method over the life or the expected life of the respective securities. Interest income is accrued on a daily basis, except when collection is not expected. Expenses are recorded as they are incurred.
2. | Investment Advisory, Administrative, Custodian, Transfer Agency Agreements, Distribution, and Other Transactions With Affiliates |
Advisory Fees:
Pursuant to an investment advisory contract (the “Advisory Agreement”) with UBS Asset Managers of Puerto Rico, the Fund receives investment advisory services in exchange for a fee. The investment advisory fees will not exceed 0.50% of the Fund’s average monthly net assets. For the period from July 1, 2021 to December 31, 2021, the investment advisory fees amounted to $668,276 equivalent to 0.25% of the Fund’s average monthly net assets. There were no investment advisory fees payable as of December 31, 2021.
Administration, Custodian and Transfer Agent Fees:
UBSTC also provides administrative, custody and transfer agency services pursuant to Administration, Custodian and Transfer Agency, Registrar, and Shareholder Servicing Agreements. UBSTC as transfer agent has engaged Bank of New York Mellon Investment Servicing to act as recordkeeping and shareholder servicing agent for the Fund’s shares. The compensation paid by
9
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
the Fund to the Transfer Agent under the Transfer Agent Agreement is equal to the compensation that the Transfer Agent is required to pay to Bank of New York Mellon Investment Servicing, for services to the Fund. For the period from July 1, 2021 to December 31, 2021, the transfer agent fees amounted to $21,132. The transfer agent fees payable amounted to $31,615 as of December 31, 2021.
Administration fees payable to UBSTC will not exceed 0.05% of the Fund’s average monthly net assets. For the period from July 1, 2021 to December 31, 2021, the administration fees amounted to $66,828 equivalent to 0.03% of the Fund’s average monthly net assets. The administration fees payable amounted to $31,091 as of December 31, 2021.
UBSTC, as custodian, has engaged State Street Bank and Trust Company to maintain sub-custody of the Fund’s assets, calculate the daily net asset value, and maintain the Fund’s accounting records. The total custodian fee for the period from July 1, 2021 to December 31, 2021 amounted to $18,712, which is equivalent to 0.007% of the Fund’s average monthly net assets. The custody fees payable amounted to $8,565 as of December 31, 2021.
Distribution Fees:
UBS Financial Services, Inc. (“UBS-FS”) serves as distributor (“Distributor”) of the shares of common stock of the Fund. Pursuant to a distribution plan, the Fund makes payments to the Distributor for the distribution of the Fund’s shares. The distribution fee will not exceed 0.125% of the Fund’s average monthly net assets. For the period from July 1, 2021 to December 31, 2021 the distribution fees amounted to $167,069 equivalent to 0.06% of the Fund’s average monthly net assets. The distribution fees payable amounted to $80,887 as of December 31, 2021.
Investment Adviser and Reimbursable Expenses Agreement:
The Investment Adviser entered into an agreement with the Fund effective April 19, 2010, whereby the Investment Adviser agreed to waive all or a portion of its investment advisory fee and/or to reimburse certain operating expenses of the Fund to the extent necessary to ensure that the Fund maintains the NAV at $1.00 per share. These recoupments may reduce income to the Fund and result in a lower return to investors. The Investment Adviser shall be entitled to recoup from the Fund any waived and/or reimbursed amounts pursuant to the agreement for a period of up to three (3) years from the date of the waiver and/or reimbursement. This recoupment could negatively affect the Fund’s future yield. The Investment Adviser may terminate the agreement upon thirty (30) days written notice to the Fund. During the period from July 1, 2021 to December 31, 2021, $1,161,482 were waived in expenses by UBSTC. The fee potentially recoupable to the Investment Adviser at December 31, 2021 amounted to $4,227,660, which $502,692 expires during the fiscal year ended June 30, 2023, $2,563,486 expires during the fiscal year ended June 30, 2024 and $1,161,482 expires during the fiscal year ended June 30, 2025. There were no recoupments of investment advisory fees during the period from July 1, 2021 to December 31, 2021.
Expense Limitation and Reimbursement Agreement:
UBSTC and the Fund have entered into an agreement whereby UBSTC will pay certain of the Fund’s shareholder services, custodian and transfer agency fees, legal, regulatory, and accounting fees, printing costs and registration fees (“Other Expenses”), subject to future reimbursement by the Fund, in order to ensure that total annual Fund operating expenses do not exceed 1.00% of the Fund’s net assets, as set forth in the Prospectus. The Fund will reimburse UBSTC for Other Expenses paid by UBSTC when total annual operating expenses fall below 1.00%; provided that such reimbursement
10
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
is made within three years after UBSTC paid the expense. The agreement is effective through June 30, 2022 and may be renewed for successive one-year periods. There were no recoupments of expenses under the expense cap agreements during the period from July 1, 2021 to December 31, 2021.
Certain Fund officers and directors are also officers and directors of UBSTC. The six (6) independent directors of the Fund’s Board of Directors are paid based upon an agreed fee of $1,000 per board meeting, plus expenses, and $500 per Audit Committee meeting, plus expenses. For the period from July 1, 2021 to December 31, 2021, the independent directors of the Fund were paid an aggregate compensation and expenses of $15,575. The directors fee payable amounted to $9,595 as of December 31, 2021.
The total amount (in thousands) of other affiliated and unaffiliated purchases of investment securities (including certificates of deposit, if any), originations of securities purchased under agreements to re-sell, and tax-free secured obligations, listed by broker, during the period were as follows:
| | | | | | | | | | |
| | | | Purchases | | | % | |
| Affiliates | | $ | - | | | | - | |
| Unaffiliated | | | 20,845,674 | | | | 100% | |
| | | | | | | | | |
| | | $ | 20,845,674 | | | | 100% | |
| | | | | | | | | |
No sales of investment securities occurred during the period from July 1, 2021 to December 31, 2021.
3. | Investment Transactions |
The cost of securities purchased and maturities (in thousands) for the period from July 1, 2021 to December 31, 2021 were as follows:
| | | | | | | | |
| | Purchases | | | Maturities | |
| | |
Puerto Rico Obligations | | $ | - | | | $ | - | |
US Government Agencies | | | 20,845,674 | | | | 20,839,450 | |
| | | | | | | | |
| | $ | 20,845,674 | | | $ | 20,839,450 | |
| | | | | | | �� | |
4. | Concentration of Credit Risk |
Concentration of credit risk that arises from financial instruments exists for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.
5. | Investment and Other Requirements and Limitations |
The Fund is subject to certain requirements and limitations related to investments and leverage. Some of these requirements and limitations are imposed by statute or by regulation while others are imposed by procedures established by the Board of Directors. The most significant requirements and limitations are discussed below.
11
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
While the Fund intends to comply with the 67% investment requirement as market conditions permit, the Fund’s ability to procure sufficient Puerto Rico securities which meet the Fund’s investment criteria may, in the opinion of the Investment Adviser, be constrained, due to the volatility affecting the Puerto Rico bond market since 2013 and the fact that the Puerto Rico Government is currently in the process of restructuring its outstanding debt under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) as well as undertaking other fiscal measures to stabilize the Puerto Rico’s economy in accordance with the requirements of PROMESA, and this inability may continue for an indeterminate period of time. To the extent that the Fund is unable to procure sufficient amounts of such Puerto Rico securities, the Fund may acquire investments in securities of non-Puerto Rico issuers which satisfy the Fund’s investment criteria, provided its ability to comply with its tax-exempt policy (as further described in “Investment Restrictions in the Schedule of Additional Information”) is not affected, but the Fund will ensure that its investments in Puerto Rico securities constitute at least an average of 20% of its total assets on an annual basis.
The Fund may invest up to 15% of its total assets in illiquid securities, including reverse repurchase agreements with maturities in excess of seven days. The Fund may borrow up to 5% of its total assets (including the amount borrowed), and then only from banks as a temporary measure for extraordinary or emergency purposes, such as meeting redemption requests which might otherwise require untimely dispositions of portfolio securities.
6. | Risks and Uncertainties |
The Fund is exposed to various types of risks, such as credit, interest rate, geographic and industry concentration, non-diversification, and illiquid securities risks, among others. This list is qualified in its entirety by reference to the more detailed information provided in the offering documentation for the securities issued by the Fund.
Puerto Rico Risk. The Fund is exposed to certain risks resulting from the reduced geographic diversification of its portfolio. The Fund may invest in securities of Puerto Rico issuers. Consequently, the Fund in general is more susceptible to economic, political, regulatory or other factors adversely affecting issuers in Puerto Rico than an investment company that is not so concentrated in Puerto Rico issuers. In addition, the TSOs in which the Fund may invest are issued by investment companies that, in turn, are designed to invest primarily in Puerto Rico securities. Also, securities issued by the Government of the Commonwealth of Puerto Rico or its instrumentalities are affected by the central government’s finances. That includes, but is not limited to, general obligations of Puerto Rico and revenue bonds, special tax bonds, or agency bonds. Over the past few years, many Puerto Rico government bonds as well as the securities issued by several Puerto Rico financial institutions have been downgraded as a result of several factors, including without limitation, the downturn experienced by the Puerto Rico economy and the strained financial condition of the Puerto Rico government. Currently, the Puerto Rico bond market is experiencing a period of volatility, with Puerto Rico bonds trading at historically lower prices and higher yields.
Non-Diversification Risk. A relatively high percentage of the Fund’s assets may be invested in obligations of a limited number of Puerto Rico or other issuers, particularly Puerto Rico investment companies. Consequently, the Fund’s net asset value and its yield may increase or decrease more than that of a more diversified investment company as a result of changes in the market’s assessment of the financial condition and prospects of such Puerto Rico issuers. The Fund may also be more susceptible to any single economic, political, or regulatory occurrence in Puerto Rico than a more widely diversified investment company. However, that risk is mitigated to a certain extent by the degree to which these securities are obligations issued or guaranteed by the U.S. government.
12
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
Interest Rate Risk. Interest rate risk is the risk that interest rates will rise, so that the value of the securities issued by the Fund or the Fund’s investments will fall. Current low long-term rates present the risk that interest rates may rise and that as a result, the Fund’s investments will decline in value. Also, the Fund’s yield will tend to lag behind changes in prevailing short-term interest rates. In addition, during periods of rising interest rates, the average life of certain types of securities may be extended because of the right of the issuer to defer payments or make slower than expected principal payments. This may lock in a below market interest rate, increase the security’s duration (the estimated period until the security is paid in full) and reduce the value of the security. This is known as extension risk. The Fund is subject to extension risk. Conversely, during periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled in order to refinance at lower interest rates, forcing the Fund to reinvest in lower yielding securities. This is known as prepayment risk. Prepayment risk applies also to the securities issued by the Fund, to the extent they are redeemable by the Fund. The Fund is subject to prepayment risk. This tendency of issuers to refinance debt with high interest rates during periods of declining interest rates may reduce the positive effect of declining interest rates on the market value of the Fund’s securities. Finally, the Fund’s use of leverage by the issuance of preferred stock, debt securities, and other instruments may increase the risks described above.
Credit Risk. Credit risk is the risk that debt securities or preferred stock will decline in price or fail to make dividend or interest payments when due because the issuer of the security experiences a decline in its financial condition. The securities issued by the Fund and the Fund’s investments are both subject to credit risk. The risk is greater in the case of securities that are rated below investment grade or rated in the lowest investment grade category.
Risks of Repurchase Agreements. The Fund may engage in repurchase agreements, which are transactions in which the Fund purchases a security from a counterparty and agrees to sell it back at a specified time and price in a specified currency. If a repurchase agreement counterparty defaults, the Fund may suffer time delays and incur costs or possible losses in connection with the disposition of the securities underlying the repurchase agreement. In the event of a default, instead of the contractual fixed rate of return, the rate of return to the Fund will depend on intervening fluctuations of the market values of the underlying securities and the accrued interest thereon. In such an event, the Fund would have rights against the counterparty for breach of contract with respect to any losses resulting from those market fluctuations.
Mortgage-Backed Securities Risk. Mortgage-backed securities have many of the risks of traditional debt securities but, in general, differ from investments in traditional debt securities in that, among other things, principal may be prepaid at any time due to prepayments by the obligors on the underlying obligations. As a result, the Fund may receive principal repayments on these securities earlier or later than anticipated by the Fund. In the event of prepayments that are received earlier than anticipated, the Fund may be required to reinvest such prepayments at rates that are lower than the anticipated yield of the prepaid obligation. The rate of prepayments is influenced by a variety of economic, geographic, demographic and other factors, including, among others, prevailing mortgage interest rates, local and regional economic conditions and homeowner mobility. Generally, prepayments will increase during periods of declining interest rates and decrease during periods of rising interest rates. The decrease in the rate of prepayments during periods of rising interest rates results in the extension of the duration of mortgage-backed securities, which makes them more sensitive to changes in interest rates and more likely to decline in value (this is known as extension risk). Since a substantial portion of the assets of the Fund may be invested in mortgage-backed securities, the Fund may be subject to these risks and other risks related to such securities to a significant degree, which might cause the market value of the Fund’s investments to fluctuate more than otherwise would be the case. In addition, mortgage-backed or other securities issued or
13
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
guaranteed by FNMA, FHLMC or a Federal Home Loan Bank are supported only by the credit of these entities and are not supported by the full faith and credit of the U.S.
Illiquid Securities. Illiquid securities are securities that cannot be sold within a reasonable period of time, not to exceed seven days, in the ordinary course of business at approximately the amount at which the Fund has valued the securities. There presently are a limited number of participants in the market for certain Puerto Rico securities or other securities or assets that the Fund may own. That and other factors may cause certain securities to have periods of illiquidity. Illiquid securities include, among other things, securities subject to legal or contractual restrictions on resale that hinder the marketability of the securities. Certain of the securities in which the Fund intends to invest, such as shares of preferred stock, may be substantially less liquid than other types of securities in which the Fund may invest. Illiquid securities may trade at a discount from comparable, more liquid investments.
The Fund may invest up to 15% of its total assets in illiquid securities, including reverse repurchase agreements with maturities in excess of seven days. Since the Fund is intended primarily for use in certain sweep accounts, the possible lack of liquidity also might raise particular difficulties. As a result, among other things, investors might be delayed in receiving funds needed for securities purchases or other matters, which could have other adverse consequences.
Valuation Risk. There may be few or no dealers making a market in certain securities owned by the Fund, particularly with respect to securities of Puerto Rico issuers including, but not limited to, investment companies. Dealers making a market in those securities may not be willing to provide quotations on a regular basis to the Investment Adviser. It may therefore be particularly difficult to value those securities. When market quotations for securities held by the Fund are not readily available from any such independent dealers, the Administrator is responsible for obtaining quotations for such securities from various sources, including the Dealers. As a result, the interests of the Dealers may conflict with those of the Fund as to the price and other terms of transactions among them.
Coronavirus and Public Health Emergencies. Coronavirus and Public Health Emergencies. As of the date of this report, there is an outbreak of a novel and highly contagious form of coronavirus (COVID-19) that has resulted in numerous disruptions in financial markets leaving general concern and uncertainty. As COVID-19 continues to spread and mutate, the potential impacts, including a global, regional or other economic recession, are increasingly uncertain and difficult to assess.The extent of the impact of the COVID-19 pandemic, or any public health emergency on the operational and financial performance of the Fund will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of such a public health emergency may materially and adversely impact the value and performance of the Fund’s investments as well as the ability of the Fund to source, manage and divest investments and achieve its investment objectives, all of which could result in significant losses to the Fund. In addition, the operations of each of the Fund, its investments and the Investment Advisers may be significantly impacted, or even halted, either temporarily or on a long-term basis, as a result of government quarantine and curfew measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of the Fund’s or the Investment Advisers’ personnel.
14
Short-Term Investment Fund for Puerto Rico Residents, Inc.
Notes to Financial Statements
For the period from July 1, 2021 to December 31, 2021 (Unaudited)
In the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses for indemnification and expects the risk of loss to be remote.
Events and transactions from January 1, 2022 through March 1, 2022, ((the date the semi-annuals were available to be distributed) have been evaluated by management for subsequent events. Management has determined that there were no material events that would require adjustment to or disclosure in the Fund’s financial statements through this date.
15
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OTHER INFORMATION (Unaudited)
Shareholder Meeting
The Annual Meeting of Shareholders was held on October 28, 2021 (the “Annual Meeting”). The voting results for the proposals considered at the Annual Meeting are as follows:
1. | Election of Directors. The stockholders of the Fund elected Carlos V. Ubiñas, Vicente León and José J. Villamil to the Board of Directors to serve for a term expiring on the date of which the annual meeting of stockholders is held in 2024, 2023 and 2024, respectively, or until their successors are elected and qualified. |
| | | | | | | | | | |
| | Name of Director | | Votes cast “For” | | Votes “Against/Withheld” | | | | |
| | Carlos V. Ubiñas | | 203,071,726 | | 68,317,712 | | | | |
| | Vicente León | | 194,680,753 | | 76,708,685 | | | | |
| | José J. Vilamil | | 216,425,579 | | 54,963,859 | | | | |
1
Disclosure of Fund Expenses
We believe it is important for you to understand the impact of fees regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur ongoing costs, which include costs for fund management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a mutual fund’s gross income, directly reduce the investment return of a mutual fund. A mutual fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing fees (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the one half year period shown and held for the entire period (July 1, 2021 to December 31, 2021).
The table below illustrates your Fund’s costs in two ways.
| ● | | Actual fund return. This section helps you to estimate the actual expenses after fee waivers that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the year. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period.” |
| ● | | Hypothetical 5% return. This section is intended to help you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had a return of 5% before expenses during the year, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the SEC requires all mutual funds to calculate expenses based on a 5% return. You can assess your Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other mutual funds. |
NOTE: Because the return is set at 5% for comparison purposes — NOT your Funds’ actual return — the account values shown do not apply to your specific investment.
| | | | | | | | | | | | | | | | |
| | Beginning Account Value 7/1/2021 | | | Ending Account Value 12/31/2021 | | | Expense Ratio Six Month | | | Expenses Paid During the Period* | |
Actual Fund Return | | $ | 1,000.00 | | | $ | 1,000.20 | | | | 0.44 | % | | $ | 2.21 | |
Hypothetical 5% Return | | $ | 1,000.00 | | | $ | 1,022.86 | | | | 0.44 | % | | | 2.23 | |
*Expenses are equal to the Fund’s six months expense ratio multiplied by the average account value over the period, multiply by 183/365 (to reflect the one-half year period).
2
Statement Regarding Availability of Quarterly Portfolio Schedule
Until the registration under the Securities Act of 1933 becomes effective, the Fund is not required to submit Form NPORT. After registration becomes effective, the Fund will file its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports will be available on the Securities and Exchange Commission’s website at http://www.sec.gov. The quarterly schedule of portfolio holdings will be made available upon request by calling 787-250-3600.
3
Statement Regarding Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that are used by the Fund’s investment adviser to vote proxies relating to the Fund’s portfolio securities is available upon request by calling 787-250-3600 and on the website of the Securities and Exchange Commission at http://www.sec.gov.
4
Statement Regarding Availability of Proxy Voting Record
Information regarding how the investment adviser voted proxies relating to portfolio securities during the most recent 6-month period ended June 30 is available upon request by calling 787-250-3600 and on the website of the Securities and Exchange Commission at http://www.sec.gov.
5
Statement Regarding Liquidity Risk Management Program
The SEC has adopted Rule 22e-4 under the 1940 Act (the “Liquidity Rule”) in order to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that the Fund will be unable to meet its redemption obligations and mitigating dilution of the interests of Fund shareholders. The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Program is reasonably designed to assess and manage the Fund’s liquidity risk, which is the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interest in the Fund.
As required by the Liquidity Rule, the Program includes policies and procedures providing for an assessment, no less frequently than annually, of the Fund’s liquidity risk that takes into account as relevant to the Fund’s liquidity risk: 1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; and 2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions. The Liquidity Rule also requires the classification of the Fund’s investments into categories that reflect the assessment of their relative liquidity under current market conditions. The Fund classifies its investments into one of four categories defined in the Liquidity Rule: “Highly Liquid”, “Moderately Liquid”, “Less Liquid”, and “Illiquid.” Funds that are not invested primarily in “Highly Liquid Investments” (cash or investments that are reasonably expected to be convertible into cash within three business days without significantly changing the market value of the investment) are required to establish a “Highly Liquid Investment Minimum” (“HLIM”), which is the minimum percentage of net assets that must be invested in Highly Liquid Investments. Funds with HLIMs have procedures for addressing HLIM shortfalls, including reporting to the Board of Directors (“BOD”) and the SEC (on a non-public basis) as required by the Program and Liquidity Rule. In addition, the Fund may not acquire an investment if, immediately after the acquisition, over 15% of the Fund’s net assets would consist of “Illiquid Investments” (an investment that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Liquidity Rule and consequently the Program, also require reporting to the BOD and the SEC (on a non-public basis) if a Fund’s holdings of Illiquid Investments exceed 15% of the Fund’s assets.
At a meeting held on February 25, 2022, the Committee presented a report to the BOD that addressed the operation of the Program and assessed the Program’s adequacy and effectiveness of implementation (the “Report”). The Report covered the period from October 1, 2021, through December 31, 2021, and stated the following:
| ● | | The Program, as adopted and implemented, remained reasonably designed to assess and manage the Fund’s liquidity risk and was operated effectively to achieve that goal; |
| ● | | The Fund’s investment strategy remained appropriate for an open-end Fund; |
| ● | | The Fund was able to meet requests for redemption without significant dilution of remaining investor’s interests in the Fund; |
| ● | | The Fund did not breach the 15% limit on Illiquid Investments; and |
| ● | | The Fund primarily held Highly Liquid Investments and therefore has not adopted an HLIM. |
6
INVESTMENT ADVISER
UBS Asset Managers of Puerto Rico,
a division of UBS Trust Company of Puerto Rico
250 Muñoz Rivera Avenue, 10th Floor
San Juan, Puerto Rico 00918
ADMINISTRATOR, TRANSFER AGENT, AND CUSTODIAN
UBS Trust Company of Puerto Rico
250 Muñoz Rivera Avenue, 10th Floor
San Juan, Puerto Rico 00918
U.S. LEGAL COUNSEL
Sidley, Austin, Brown & Wood, LLP
787 Seventh Avenue
New York, New York 10019
PUERTO RICO LEGAL COUNSEL
DLA Piper, LLC
500 Calle de la Tanca, Ochoa Building Suite 401
San Juan, Puerto Rico 00901-1969
INDEPENDENT AUDITORS
Ernst & Young LLP
One Manhattan West,
New York, NY 10001
DIRECTORS AND OFFICERS
Carlos V. Ubiñas
Director, Chairman of the Board and President
Agustín Cabrer-Roig
Director
Carlos Nido
Director
Vicente J. León
Director
Luis M.Pellot-González
Director
Clotilde Pérez
Director
José J. Villamil
Director
Leslie Highley, Jr.
Senior Vice President and Treasurer
Javier Rodríguez
Assistant Vice President, Assistant Treasurer and Assistant Secretary
Heydi Cuadrado
Assistant Vice President
Cary Alsina1
Assistant Vice President
Gustavo Romanach
Assistant Vice President
Liana Loyola, Esq.
Secretary
Remember that:
● | Mutual Fund’s units are not bank deposits or FDIC insured. |
● | Mutual Fund’s units are not obligations of or guaranteed by UBS Financial Services Incorporated of Puerto Rico or any of its affiliates. |
● | Mutual Fund’s units are subject to investment risks, including possible loss of the principal amount invested. |
1 Ms. Alsina resigned from her position as Assistant Vice President effective on August 13, 2021.
| | |
| | Short Term Investment Fund for Puerto Rico Residents, Inc. |
(b) Not applicable.
Item 2. Code of Ethics.
Not applicable to this semi-annual report.
Item 3. Audit Committee Financial Expert.
Not applicable to this semi-annual report.
Item 4. Principal Accountant Fees and Services.
Not applicable to this semi-annual report.
Item 5. Audit Committee of Listed Registrants.
(a) Not applicable.
(b) Not applicable.
Item 6. Investments.
(a) Included as part of the report to shareholders filed under Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
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 shareholders may recommend nominees to Short Term Investment Fund for Puerto Rico Residents, Inc. (the “Fund”) Board of Directors during the period covered by this Form N-CSR filing.
Item 11. Controls and Procedures.
(a) The Fund’s principal executive and principal financial officers have concluded that the Fund’s disclosure controls and procedures (as defined in Rule 30a-3(c) under 1940 Act) are effective, as of a date
within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 Act, as amended.
(b) There were no changes in the Fund’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
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.
SHORT TERM INVESTMENT FUND FOR PUERTO RICO RESIDENTS, INC.
| | |
By: | | /s/ Carlos V. Ubiñas |
| | Carlos V. Ubiñas |
| | President |
Date: March 9, 2022
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: | | /s/ Carlos V. Ubiñas |
| | Carlos V. Ubiñas |
| | President |
Date: March 9, 2022
| | |
By: | | /s/ William Rivera |
| | William Rivera |
| | First Vice President and Treasurer |
Date: March 9, 2022