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U.S. Court of Appeals for the First Circuit Affirms District Court Order to Seat Ocean Capital’s Duly Elected Nominees at Three UBS Puerto Rico Closed-End Funds

via Business Wire

Appellate Court Upholds Dismissal of Lawsuit Brought by Nine UBS Puerto Rico Closed-End Funds Against Ocean Capital

PRITF I, PRITF VI and TFF I Must Immediately Seat Duly Elected Ocean Capital Nominees on the Funds’ Boards of Directors

Ocean Capital LLC (collectively with its affiliates, “Ocean Capital” or “we”), a significant shareholder of various Puerto Rico closed-end bond funds (the “Funds”) that are managed or co-managed by UBS Asset Managers of Puerto Rico (“UBS”), today commented on the outcome of the appeal brought in the United States Court of Appeals for the First Circuit (the “Appellate Court”) by nine Funds.1

The Appellate Court agreed with the July 2024 ruling from the U.S. District Court for the District of Puerto Rico that (1) dismissed the Funds’ asserted claims that Ocean Capital had violated the federal securities laws, and (2) directed that PRITF I, PRITF VI and TFF I seat the Ocean Capital-nominated directors immediately.

W. Heath Hawk, managing member of Ocean Capital, commented:

“We are hopeful that the Court’s conclusion that the Funds’ baseless claims against Ocean Capital should be dismissed and affirmation that the Funds must seat Ocean Capital’s duly elected nominees at PRITF I, PRITF VI and TFF I will finally put an end to these Funds’ entrenchment tactics that have allowed them to evade the will of shareholders for years. We view today’s ruling as a decisive victory given Ocean Capital has spent the past four years running campaigns for shareholder-driven change at the Funds and has now received overwhelming support for its nominees and proposals at 12 annual meetings. We will continue to fight on behalf of all our fellow shareholders who have continually voted for change over the past four years across these nine Funds.”

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VOTE “FOR” OCEAN CAPITAL’S HIGHLY QUALIFIED DIRECTOR CANDIDATES ON THE BLUE PROXY CARD TODAY.

IF YOU ARE A FUND ADVISOR WITH CLIENTS WHO WISH TO EXERCISE THEIR RIGHT FOR CHANGE BY VOTING THE BLUE PROXY CARD, PLEASE CONTACT OUR PROXY SOLICITOR, SODALI & CO, AT (203) 658-9400 OR (800) 662-5200, OR VIA E-MAIL AT OCEAN@INVESTOR.SODALI.COM.

VISIT WWW.IMPROVEUBSPRFUNDS.COM TO LEARN MORE ABOUT OCEAN CAPITAL’S CAMPAIGNS FOR VALUE-ENHANCING CHANGE AT THE FUNDS.

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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

To the Shareholders of Fund I, Fund II (with respect to both its 2022 Annual Meeting and its 2024 Annual Meeting), Fund III, Fund IV, Fund V, PRITF IV (with respect to both its 2021 Annual Meeting and 2024 Annual Meeting) and TFF I:

Ocean Capital and the other participants in each solicitation (collectively, the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of BLUE proxy card to be used in connection with the solicitation of proxies from the shareholders of each listed Fund for its respective upcoming annual meeting(s) of shareholders. All shareholders of each respective Fund are advised to read the definitive proxy statement, any amendments or supplements thereto and other documents related to the applicable solicitation of proxies by the Participants, as they contain important information, including additional information relating to the Participants and their direct or indirect interests, by security holdings or otherwise. Shareholders can obtain the applicable definitive proxy statement and accompanying BLUE proxy card, any amendments or supplements to the definitive proxy statement and other relevant documents filed by the Participants with the SEC at no charge on the SEC’s website at http://www.sec.gov.

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1 The nine Funds include: Tax-Free Fixed Income Fund for Puerto Rico Residents, Inc. (“Fund I”), Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. (“Fund II”), Tax-Free Fixed Income Fund III for Puerto Rico Residents, Inc. (“Fund III”), Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc. (“Fund IV”), Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (“Fund V”), Puerto Rico Residents Tax-Free Fund, Inc. (“PRITF I”), Puerto Rico Residents Tax-Free Fund IV, Inc (“PRITF IV”), Puerto Rico Residents Tax-Free Fund VI, Inc. (“PRITF VI”) and Tax Free Fund for Puerto Rico Residents (“TFF I”).

 

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