Ocean Capital Warns UBS-Managed Closed-End Funds Not to Delay August 3rd Annual Meetings
Ocean Capital LLC (collectively with its affiliates, "Ocean Capital" or "we"), a significant stockholder of numerous Puerto Rico closed-end bond funds (the "Funds"), which are managed or co-managed by an affiliate of UBS Financial Services Incorporated of Puerto Rico ("UBS"), today publicized letters sent to the Boards of Directors (the "Boards") of Puerto Rico Residents Tax-Free Fund VI, Inc. ("PRITF VI") and Tax-Free Fund for Puerto Rico Residents, Inc. ("TFF" and collectively with PRITF VI, the "Funds") regarding the Funds' upcoming annual meetings of shareholders (the "Annual Meetings") scheduled for August 3, 2023.
The letters, which can be found here (PRITF VI / TFF) demand that, in the event the July 28, 2023 preliminary vote tallies indicate that voter turnout for the Annual Meetings is greater than 45% ? just shy of quorum ? the Funds must not adjourn the meeting for longer than one month.
W. Heath Hawk, managing member of Ocean Capital, commented:
"For over two years, Ocean Capital has been fighting for shareholder-driven change at nine of the UBS-managed funds, including PRITF VI and TFF. By nominating highly qualified and independent director candidates to the Boards of these Funds, we are giving shareholders the choice between entrenched, long-tenured directors who have overseen years of poor performance and corporate governance lapses and a new slate of directors focused on maximizing value for shareholders. Unfortunately, the Funds have continued to blatantly deny the rights of shareholders and dodge accountability by repeatedly delaying or adjourning the Annual Meetings, refusing to seat duly elected directors at three of the funds, including previous meetings of PRITF VI and TFF, and filing what we believe is baseless litigation against Ocean Capital and other shareholders.
That is why we are demanding that, if the Annual Meetings are adjourned again on August 3rd, they be reconvened within one month instead of the three-month adjournment the Funds typically employ. We believe that a one-month adjournment should give the Funds and Ocean Capital adequate time to solicit enough votes to reach a quorum. Anything longer would unnecessarily delay the Annual Meetings and further disenfranchise shareholders."
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Ocean Capital's nominees have been elected by shareholders at the following UBS-managed or co-managed closed-end Funds:
Puerto Rico Residents Tax-Free Fund VI, Inc. (2021)
Tax-Free Fund for Puerto Rico Residents, Inc. (2022)
Puerto Rico Residents Tax-Free Fund, Inc. (2021 and 2022)
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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
To the Shareholders of PRITF VI:
Ocean Capital and the other participants in its solicitation (collectively, the "PRITF VI Participants") have filed with 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 PRITF VI for its 2022 Annual Meeting. All shareholders of PRITF VI are advised to read the definitive proxy statement, any amendments or supplements thereto and other documents related to the solicitation of proxies by the PRITF VI Participants, as they contain important information, including additional information relating to the PRITF VI Participants and their direct or indirect interests, by security holdings or otherwise. Shareholders can obtain the definitive proxy statement and accompanying BLUE proxy card, any amendments or supplements to the definitive proxy statement and other relevant documents filed by the PRITF VI Participants with the SEC at no charge on the SEC's website at http://www.sec.gov.
To the Shareholders of TFF:
Ocean Capital and the other participants in its solicitation (collectively, the "TFF Participants") have filed with 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 TFF for its 2023 Annual Meeting. All shareholders of TFF are advised to read the definitive proxy statement, any amendments or supplements thereto and other documents related to the solicitation of proxies by the TFF Participants, as they contain important information, including additional information relating to the TFF Participants and their direct or indirect interests, by security holdings or otherwise. Shareholders can obtain the definitive proxy statement and accompanying BLUE proxy card, any amendments or supplements to the definitive proxy statement and other relevant documents filed by the TFF Participants with the SEC at no charge on the SEC's website at http://www.sec.gov.
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