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 ☐
Check the appropriate box:
| ☐ | 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 FUND 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)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
| (1) | Amount previously paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Tax Free Fund for Puerto Rico Residents, Inc.
250 Muñoz Rivera Avenue
American International Plaza, Tenth Floor
San Juan, Puerto Rico 00918
NOTICE OF ADJOURNMENT OF ANNUAL MEETING OF SHAREHOLDERS
UNTIL NOVEMBER 2, 2023
To the Shareholders of the Tax Free Fund for Puerto Rico Residents, Inc.:
NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of the Tax Free Fund for Puerto Rico Residents, Inc., a Puerto Rico corporation (formerly known as the Tax-Free Puerto Rico Fund, Inc. and hereinafter referred to as the “Fund”), will be reconvened on Thursday, November 2, 2023, at 11:30 AM Atlantic Standard Time (11:30 AM Eastern Daylight Time). The Annual Meeting will be reconvened for the following purposes:
| 1. | To elect two (2) directors of the Fund (PROPOSAL 1); |
| 2. | Shareholder proposal submitted by Ocean Capital LLC (“Ocean Capital”)—To repeal any provision of, or amendment, to the Amended and Restated By-Laws of the Fund adopted by the Board without the approval of the Fund’s shareholders subsequent to March 25, 2022 (PROPOSAL 2); |
| 3. | Shareholder proposal submitted by Ocean Capital—To amend Article II, Section 8 of the By-Laws of the Fund to lower the quorum threshold for shareholder meetings from one-half to one-third of all outstanding shares entitled to vote and to add a supermajority voting standard for all future amendments of that section (PROPOSAL 3); |
| 4. | Shareholder proposal submitted by Ocean Capital—To amend Article II, Section 8 of the By-Laws of the Fund to provide that the power to adjourn shareholder meetings belongs exclusively to the shareholders and to add a supermajority voting standard for all future amendments of that section (PROPOSAL 4); and |
| 5. | To transact such other business as may properly come before the Meeting or any continuation, adjournment or postponement thereof. |
The Annual Meeting was originally convened on April 20, 2023 and was subsequently adjourned to June 1, 2023 and August 3, 2023 to solicit proxies from the Fund’s shareholders to achieve a quorum at the Annual Meeting. On August 3, 2023, the Annual Meeting was reconvened and then adjourned again without transacting any other business to be held virtually on the date and time set forth in this notice.
The items mentioned above are discussed in greater detail in the definitive proxy statement filed by the Fund with U.S. Securities and Exchange Commission (the “SEC”) on April 10, 2023 (the “Proxy Statement”), as supplemented by Amendment No. 1 filed with the SEC on April 21, 2023, Amendment No. 2 filed with the SEC on June 2, 2023 and the attached Amendment No. 3. This notice should be read in conjunction with the Proxy Statement.
The Fund and its management are sensitive to the health and travel concerns of the Fund’s shareholders and the evolving recommendations from public health officials. Due to the difficulties arising from the novel coronavirus pandemic (“COVID-19”), the Annual Meeting will be conducted virtually. Any shareholder wishing to participate in the Meeting by means of remote communication can do so. If you were a record holder of shares of common stock of the Fund as of the close of business on the record date, March 1, 2023, please register at https://viewproxy.com/UBSPuertoRico/broadridgevsm/ no later than 5:00 p.m. Atlantic Standard Time (5:00 p.m. Eastern Daylight Time) on October 31, 2023 to attend and vote at the Meeting. Broadridge will then e-mail you the login information and instructions for attending and voting at the Meeting.
Only shareholders of record at the close of business on March 1, 2023, will be entitled to receive this notice and will be able to vote at the Annual Meeting in accordance with the number of shares of record held in the name of each shareholder on such date.
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 4th day of August, 2023.
| By Order of the Board of Directors: | |
| /s/ Liana Loyola | |
| Liana Loyola | |
| Secretary |
Tax Free Fund for Puerto Rico Residents, Inc. Announces Adjournment of 2023 Annual Meeting of
Shareholders to November 2, 2023
SAN JUAN, Puerto Rico – August 3, 2023 – Tax Free Fund for Puerto Rico Residents, Inc. (the “Fund”) today convened and then adjourned the 2023 Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) without transacting any other business. The Annual Meeting, which was originally convened on April 20, 2023 and was subsequently adjourned to June 1, 2023 and August 3, 2023 has been adjourned again to be reconvened virtually on November 2, 2023 at 11:30 A.M. Atlantic Standard Time (11:30 A.M. Eastern Daylight Time).
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 TWO DIRECTOR NOMINEES NAMED THEREIN 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) “AGAINST” OCEAN CAPITAL’S SHAREHOLDER PROPOSALS (PROPOSALS 2 THROUGH 4). 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 the close of business on March 1, 2023. 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.
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 proxy materials from Ocean Capital LLC (“Ocean Capital”) or any of its affiliates relating to its nominations or proposals, the Fund urges you to discard and not sign, return or vote on any BLUE proxy card that may be sent to you by or on behalf of Ocean Capital. No proxies or votes cast in respect of the Advisory Agreement Proposal (as defined in the Proxy Statement) will be recognized or tabulated at the Annual Meeting. If you have already voted using a proxy card sent to you by Ocean Capital, you can revoke it by voting using a WHITE proxy card or by voting virtually at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. The Fund is not responsible for the accuracy of any information contained in any proxy materials filed or disseminated by, or on behalf of, Ocean Capital or any of their affiliates or any other statements that they may otherwise make.
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 the Fund with U.S. Securities and Exchange Commission (the “SEC”) on April 10, 2023, as supplemented by Amendment No. 1 filed with the SEC on April 21, 2023 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on June 2, 2023 (“Amendment No. 2”) and this Amendment No. 3 (“Amendment No. 3”, and as amended and supplemented by Amendment Nos. 1—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 4th day of August, 2023.
| By Order of the Board of Directors: | |
| /s/ Liana Loyola | |
| Liana Loyola | |
| Secretary |
