Puerto Rico Bond Fund II to Elect Directors at Virtual 2025 Annual Meeting

TL;DR

**This is a routine governance filing; vote FOR the nominated directors to ensure board stability and continuity for your Puerto Rico bond investment.**

AI Summary

The Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc. (the "Fund") is holding its 2025 Annual Meeting of Shareholders virtually on October 16, 2025, at 11:30 a.m. Atlantic Standard Time. The primary purpose of this meeting is to elect two directors to the Fund's Board of Directors: Clotilde Pérez and Carlos V. Ubiñas, both nominated for terms expiring in 2028. Shareholders of record as of August 29, 2025, are eligible to vote, with each full share of common stock granting one vote. The Board of Directors unanimously recommends voting "FOR ALL" of the nominated directors. The Fund's Annual Report, including audited financial statements for the fiscal year ended June 30, 2025, has been distributed to shareholders. The filing emphasizes the importance of shareholder participation, urging them to vote by internet, mail, or at the virtual meeting by October 14, 2025, at 5:00 p.m. Atlantic Standard Time. The Fund had 4,795,171 shares outstanding on the record date.

Why It Matters

This DEF 14A filing outlines the routine election of directors for a specialized bond fund catering to Puerto Rico residents, impacting investors by confirming board stability and governance. The re-election of Clotilde Pérez and Carlos V. Ubiñas for terms extending to 2028 signals continuity in the Fund's oversight, which is crucial for maintaining investor confidence in its tax-free high-grade portfolio. For the broader market, especially within the Puerto Rican financial sector, the smooth execution of such corporate governance events reinforces regulatory compliance and operational transparency. In a competitive landscape, clear communication about leadership ensures stakeholders understand the strategic direction and stability of their investments.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A filing is a standard proxy statement for a routine annual meeting. The primary agenda is the election of two directors, Clotilde Pérez and Carlos V. Ubiñas, for terms expiring in 2028, with the Board of Directors recommending a "FOR ALL" vote. There are no contentious proposals or significant business changes indicated, suggesting stable governance.

Analyst Insight

Investors should review the proxy materials and vote "FOR ALL" the nominated directors, Clotilde Pérez and Carlos V. Ubiñas, as recommended by the Board, to ensure continuity in the Fund's governance. Submit your vote by October 14, 2025, at 5:00 p.m. Atlantic Standard Time, via internet or mail, even if you plan to attend the virtual meeting on October 16, 2025.

Key Numbers

• October 16, 2025 — Date of 2025 Annual Meeting (Meeting will be held virtually at 11:30 a.m. Atlantic Standard Time)
• August 29, 2025 — Record Date for Voting (Shareholders of record on this date are entitled to vote)
• 2 — Number of Directors to be Elected (Clotilde Pérez and Carlos V. Ubiñas are the nominees)
• 2028 — Expiration Year of Director Terms (Terms for elected directors Clotilde Pérez and Carlos V. Ubiñas)
• 4,795,171 — Shares Outstanding (Total common stock shares outstanding on the record date)
• September 19, 2025 — Mailing Date of Proxy Statement (First mailing date to shareholders)
• October 14, 2025 — Virtual Meeting Registration Deadline (Deadline for shareholders to register at 5:00 p.m. Atlantic Standard Time)
• 1-800-221-9825 — Toll-Free Contact Number (For shareholders to request additional copies of reports)

Key Players & Entities

• Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc. (company) — Registrant and Fund
• Clotilde Pérez (person) — Nominee for Director, Class II, term expires 2028
• Carlos V. Ubiñas (person) — Nominee for Director, Class II, term expires 2028
• Liana Loyola (person) — Secretary of the Fund
• Edward Ramos (person) — Designated proxy holder
• Maria L. Vilaró (person) — Designated proxy holder
• SEC (regulator) — Securities and Exchange Commission
• Broadridge (company) — Virtual meeting platform provider
• UBS Puerto Rico (company) — Associated with virtual meeting registration link
• New York Stock Exchange (company) — Rules applicable to brokers

FAQ

Industry Context

The Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc. operates within the regulated investment company sector, specifically focusing on municipal bonds for Puerto Rico residents. This niche market is influenced by the economic conditions and tax policies specific to Puerto Rico, as well as broader interest rate environments affecting bond valuations. Competition likely comes from other Puerto Rico-focused municipal bond funds and general municipal bond funds.

Regulatory Implications

As a registered investment company, the Fund is subject to SEC regulations, including proxy solicitation rules (Regulation 14A) and reporting requirements. Compliance with these regulations is crucial for maintaining shareholder trust and operational legality. The virtual meeting format also necessitates adherence to rules governing remote shareholder participation.

What Investors Should Do

1. Vote your shares: Shareholders of record as of August 29, 2025, are urged to vote their shares for the election of directors by October 14, 2025, via internet, mail, or at the virtual meeting to ensure their voice is heard.
2. Review the Annual Report: Shareholders should review the Fund's Annual Report, which includes audited financial statements for the fiscal year ended June 30, 2025, to understand the Fund's performance and financial position.
3. Register for the virtual meeting: To participate in the virtual meeting on October 16, 2025, shareholders must register by October 14, 2025, at 5:00 p.m. Atlantic Standard Time.

Key Dates

• 2025-10-16: 2025 Annual Meeting of Shareholders — Shareholders will vote on the election of two directors and other business. The meeting is virtual.
• 2025-08-29: Record Date for Voting — Shareholders of record on this date are entitled to vote at the annual meeting.
• 2025-10-14: Virtual Meeting Registration Deadline — Shareholders must register by this date and time (5:00 p.m. Atlantic Standard Time) to attend and vote at the virtual meeting.
• 2025-09-19: Mailing Date of Proxy Statement — This is the first date the proxy materials were mailed to shareholders.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including the election of directors and other business matters. It is a proxy statement. (This document is the DEF 14A filing for the Fund's 2025 Annual Meeting.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting. It contains information about the matters to be voted on, such as director elections, and provides recommendations from the board. (This document is the Proxy Statement for the Fund's 2025 Annual Meeting, detailing the proposals and providing information for shareholders to make informed voting decisions.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (August 29, 2025, is the record date, meaning only shareholders who owned shares on this date can vote at the 2025 Annual Meeting.)

Quorum

The minimum number of shareholders or shares that must be present (in person or by proxy) at a meeting for business to be legally transacted. (More than one-half of the outstanding shares must be represented for a quorum at the 2025 Annual Meeting.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting and focuses on the election of directors. Specific comparative financial data to a prior year's filing is not detailed within this proxy statement, as its primary purpose is to solicit votes for the upcoming meeting and inform shareholders about the proposals. The document does reference the fiscal year ended June 30, 2025, for the Annual Report, but does not provide year-over-year financial comparisons within the proxy statement itself.

Filing Documents

• ea0256870-01_def14a.htm (DEF 14A) — 224KB
• 0001213900-25-089641.txt ( ) — 225KB

From the Filing

DEF 14A 1 ea0256870-01_def14a.htm DEF 14A 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 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-2 Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee amount computed on table in exhibit as required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc. 250 Muñoz Rivera Avenue American International Plaza, Tenth Floor San Juan, Puerto Rico 00918 NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 16, 2025 To the shareholders of the Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc.: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the “2025 Annual Meeting”) of the Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc. , a Puerto Rico corporation (the “Fund”), is scheduled to be held virtually on October 16, 2025, at 11:30 a.m. Atlantic Standard Time (11:30 a.m. Eastern Daylight Time) for the following purposes: 1. To elect two directors of the Fund (PROPOSAL 1); and 2. To transact such other business as may properly come before the 2025 Annual Meeting or any adjournment or postponement thereof. The items mentioned above are discussed in greater detail in the attached Proxy Statement. Any shareholder wishing to participate in the 2025 Annual 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, August 29, 2025, 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 14, 2025 to attend and vote at the 2025 Annual Meeting. Broadridge will then e-mail you the login information and instructions for attending and voting at the 2025 Annual Meeting Only holders of record of shares of the Fund’s common stock at the close of business on August 29, 2025 are entitled to receive this notice and vote at the 2025 Annual Meeting the shares held of record in their name on such date. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD DELIVERED TO YOU AND RETURN IT PROMPTLY. RETURNING YOUR PROXY CARD WILL NOT PREVENT YOU FROM VOTING AT THE MEETING, BUT WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXIES ARE SET FORTH ON THE FOLLOWING PAGE. In San Juan, Puerto Rico, this 19th day of September, 2025. By Order of the Board of Directors: /s/ Liana Loyola Liana Loyola Secretary INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the invalidation of your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration section on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration section. 3. All Other Accounts: The capacity of the individuals signing the proxy card should be indicated unless it is reflected in the form of registration. For example: Registration Valid Signature Corporate Accounts (1) ABC Corp. ABC Corp. (2) ABC Corp. John Doe, Treasurer (3) ABC Corp. John Doe c/o John Doe, Treasurer Trust Accounts (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee Jane Doe u/t/d 12/28/78 Custodial of Estate Accounts (1) John B. Smith, Cust. John B. Smith f/b/o John B. Smith, Jr. (2) John B. Smith John B. Smith, Jr., Executor Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc. 250 Muñoz Rivera Avenue American International Plaza, Tenth Floor San Juan, Puerto Rico 00918 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Mr. Edward Ramos and Ms. Maria L. Vilaró as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent the undersigned and to vote, as designated on the r

View Full Filing

View this DEF 14A filing on SEC EDGAR