Puerto Rico Fund Seeks Director Election Amidst Quorum Struggles

TL;DR

**This fund is a governance mess; vote your shares or expect more perpetual meeting adjournments.**

AI Summary

The Tax-Free Fixed Income Fund III 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, Carlos Nido and Luis M. Pellot, whose terms would expire in 2028. The Board of Directors unanimously recommends a "FOR ALL" vote for these nominees. Shareholders of record as of August 29, 2025, are eligible to vote. This DEF 14A filing also highlights significant issues with the Fund's 2021 Annual Meeting, which was originally convened on October 28, 2021, and has been repeatedly adjourned to October 16, 2025, due to a persistent lack of quorum, despite 24 amendments to its proxy statement. The Fund's Annual Report for the fiscal year ended June 30, 2025, which includes audited financial statements, has been mailed to shareholders. The filing does not contain specific revenue or net income figures, focusing instead on governance and meeting logistics.

Why It Matters

This filing is crucial for investors as it outlines the governance structure and the upcoming director elections for the Tax-Free Fixed Income Fund III. The repeated adjournments of the 2021 Annual Meeting, spanning 24 amendments to its proxy statement, signal potential investor apathy or significant challenges in shareholder engagement, which could impact the Fund's stability and decision-making. For customers, the election of directors like Carlos Nido and Luis M. Pellot will influence the Fund's strategic direction and oversight, potentially affecting the long-term performance of their tax-free fixed income investments. In a competitive landscape, a fund struggling with basic governance functions like achieving a quorum might deter new investors and raise questions about its operational efficiency compared to other Puerto Rico-focused funds.

Risk Assessment

Risk Level: high — The risk level is high due to the unprecedented and prolonged failure to achieve a quorum for the 2021 Annual Meeting, which has been adjourned 24 times since October 28, 2021, to October 16, 2025. This indicates severe shareholder disengagement or operational challenges, potentially hindering critical governance functions and decision-making for the Fund.

Analyst Insight

Investors should actively participate by voting their shares for the director nominees, Carlos Nido and Luis M. Pellot, to ensure the Fund can conduct its essential governance functions. Failure to vote could perpetuate the quorum issues seen with the 2021 Annual Meeting, potentially impacting the Fund's stability.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

0%

Key Numbers

• 2 — Number of directors to be elected (Carlos Nido and Luis M. Pellot are the two nominees.)
• 2028 — Expiration year of director terms (Terms for Carlos Nido and Luis M. Pellot expire in 2028.)
• 24 — Number of amendments to 2021 proxy statement (Indicates prolonged quorum issues for the 2021 Annual Meeting.)
• 11:30 a.m. — Time of 2025 Annual Meeting (Atlantic Standard Time (Eastern Daylight Time).)
• 5:00 p.m. — Registration deadline for virtual meeting (Atlantic Standard Time on October 14, 2025.)

Key Players & Entities

• Tax-Free Fixed Income Fund III for Puerto Rico Residents, Inc. (company) — Registrant
• Carlos Nido (person) — Nominee for Director, Class III, term expires 2028
• Luis M. Pellot (person) — Nominee for Director, Class III, term expires 2028
• Liana Loyola (person) — Secretary of the Fund
• Edward Ramos (person) — Proxy holder for the 2025 Annual Meeting
• Maria L. Vilaró (person) — Proxy holder for the 2025 Annual Meeting
• SEC (regulator) — Securities and Exchange Commission
• August 29, 2025 (date) — Record date for 2025 Annual Meeting
• October 16, 2025 (date) — Date of 2025 Annual Meeting and adjourned 2021 Annual Meeting
• October 28, 2021 (date) — Original convening date of the 2021 Annual Meeting

FAQ

Risk Factors

• Persistent Lack of Quorum for Annual Meetings [high — operational]: The Fund's 2021 Annual Meeting, originally convened on October 28, 2021, has been repeatedly adjourned to October 16, 2025, due to a persistent lack of quorum. This issue has necessitated 24 amendments to the proxy statement, indicating significant challenges in shareholder engagement and participation.
• Proxy Statement Amendment Frequency [medium — regulatory]: The need for 24 amendments to the 2021 proxy statement highlights potential deficiencies in initial disclosures or a prolonged struggle to meet regulatory requirements for shareholder meetings. This could indicate underlying governance issues or complexities in compliance.

Industry Context

Tax-exempt fixed income funds for Puerto Rico residents are designed to offer income that is exempt from federal, state, and local taxes for residents of Puerto Rico. These funds typically invest in municipal bonds issued by Puerto Rico entities. The market for such funds is influenced by the economic conditions and fiscal health of Puerto Rico, as well as the tax policies affecting its residents.

Regulatory Implications

The repeated adjournments and numerous amendments to the proxy statement for the 2021 annual meeting suggest potential compliance or governance issues that could attract scrutiny from regulators. Ensuring a quorum and proper shareholder notification are fundamental requirements for public companies and funds.

What Investors Should Do

1. Vote on the election of directors: Shareholders should review the nominees and vote FOR the election of Carlos Nido and Luis M. Pellot to the Board of Directors, as recommended by the current Board.
2. Ensure participation in the virtual meeting: Register by October 14, 2025, to attend the virtual meeting on October 16, 2025, and cast your vote directly.
3. Review the 2025 Annual Report: Shareholders should examine the audited financial statements for the fiscal year ended June 30, 2025, to understand the Fund's financial performance.

Key Dates

• 2025-10-16: 2025 Annual Meeting of Shareholders — Shareholders will vote on electing two directors and other business. This meeting is a continuation of the 2021 meeting due to quorum issues.
• 2025-08-29: Record Date for 2025 Annual Meeting — Shareholders of record on this date are eligible to vote at the 2025 Annual Meeting.
• 2025-10-14: Virtual Meeting Registration Deadline — Shareholders must register by this date to receive login information for the virtual meeting.
• 2021-10-28: Original Date of 2021 Annual Meeting — This meeting has been repeatedly adjourned due to a lack of quorum, highlighting ongoing governance challenges.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit proxies from shareholders for an annual or special meeting. (This document is the primary filing for the Fund's 2025 Annual Meeting, detailing the proposals and providing information for shareholders.)

Quorum

The minimum number of shareholders required to be present (in person or by proxy) for a valid meeting to be held and for business to be transacted. (The persistent lack of quorum for the 2021 meeting, leading to its adjournment to 2025, is a critical issue highlighted in this filing.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (Shareholders are asked to complete and return a proxy card to ensure their vote is counted, especially given the quorum challenges.)

Board of Directors

A group of individuals elected by shareholders to oversee the management of a company or fund. (The election of two directors is the primary purpose of the 2025 Annual Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting, which is a continuation of the 2021 Annual Meeting due to persistent quorum issues, evidenced by 24 amendments to the 2021 proxy statement. Unlike a typical annual report filing, this document focuses on governance and meeting logistics rather than detailed financial performance metrics like revenue or net income, which are not provided here.

Filing Documents

• ea0256867-01_def14a.htm (DEF 14A) — 231KB
• 0001213900-25-089646.txt ( ) — 232KB

From the Filing

DEF 14A 1 ea0256867-01_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 Fixed Income Fund III 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 Fixed Income Fund III 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 Fixed Income Fund III 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 Fixed Income Fund III 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 Fixed Income Fund III 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 reverse hereof, all shares of common stock of the Tax-Fre

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View this DEF 14A filing on SEC EDGAR