Popular High Grade Fund Seeks Re-election of All Three Independent Directors

TL;DR

**Holders should vote FOR the incumbent directors and auditor; it's a routine re-affirmation of stable, experienced governance for this fixed-income fund.**

AI Summary

Popular High Grade Fixed-Income Fund, Inc. (the "Fund") is holding its Annual Meeting of Shareholders on October 24, 2025, to elect three Directors and ratify Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending June 30, 2026. The Fund, an open-end, non-diversified investment company, had 7,926,157.72 Class A Shares outstanding as of the September 5, 2025 record date. Three incumbent Independent Directors—Enrique Vila del Corral, Jorge Vallejo, and Carlos Pérez—are standing for re-election, having served since 2001. For the fiscal year ended June 30, 2025, these directors received aggregate compensation from the Fund ranging from $5,000.00 to $5,200.00, with total compensation from the Fund Complex ranging from $19,000.00 to $41,000.00. Notably, none of the Independent Directors held direct equity securities in the Fund as of June 30, 2025, though two held over $100,000 in the broader Popular Family of Funds. The Board, composed entirely of Independent Directors, oversees the Adviser, monitors fees, and manages conflicts of interest, meeting at least quarterly.

Why It Matters

This DEF 14A filing outlines the routine governance for Popular High Grade Fixed-Income Fund, Inc., focusing on director elections and auditor ratification. For investors, the re-election of long-standing independent directors like Enrique Vila del Corral, Jorge Vallejo, and Carlos Pérez, who have served since 2001, signals continuity in oversight, which can be a double-edged sword: stability versus fresh perspectives. The ratification of Ernst & Young LLP as auditor provides assurance of continued financial scrutiny. In a competitive fixed-income market, consistent governance is crucial for investor confidence, especially for a non-diversified fund operating in Puerto Rico, where local market dynamics can significantly impact performance.

Risk Assessment

Risk Level: low — The risk level is low as this is a routine proxy filing for an annual meeting, primarily focused on director elections and auditor ratification. There are no contentious proposals, significant changes in governance structure, or material financial disclosures indicating elevated risk. The proposals are standard for an investment company, aiming to maintain the status quo with experienced independent directors.

Analyst Insight

Investors should review the biographical information of the re-nominated directors to ensure their continued qualifications align with the fund's objectives. Given the routine nature of the proposals, a 'FOR' vote for both the director elections and auditor ratification is generally advisable to support stable fund governance.

Executive Compensation

Key Numbers

• 2025-10-24 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
• 2025-09-05 — Record Date (Shareholders of record on this date are entitled to vote)
• 7,926,157.72 — Class A Shares Outstanding (Total Class A Shares outstanding as of the Record Date)
• 3 — Number of Directors (Number of Directors to be elected)
• $1,000 — Director Meeting Fee (Fee paid per board and committee meeting attended by non-interested Directors)
• $5,000.00 — Enrique Vila del Corral's Fund Compensation (Aggregate compensation from the Fund for fiscal year ended June 30, 2025)
• $41,000.00 — Enrique Vila del Corral's Total Fund Complex Compensation (Total compensation from all funds advised by Adviser for fiscal year ended June 30, 2025)
• $5,200.00 — Jorge Vallejo's Fund Compensation (Aggregate compensation from the Fund for fiscal year ended June 30, 2025)
• $38,480.00 — Jorge Vallejo's Total Fund Complex Compensation (Total compensation from all funds advised by Adviser for fiscal year ended June 30, 2025)
• $19,000.00 — Carlos Pérez's Total Fund Complex Compensation (Total compensation from all funds advised by Adviser for fiscal year ended June 30, 2025)

Key Players & Entities

• Popular High Grade Fixed-Income Fund, Inc. (company) — Registrant and open-end, non-diversified investment company
• Ernst & Young LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• Enrique Vila del Corral (person) — Director, Chairman of the Board, Independent Director
• Jorge Vallejo (person) — Director, Independent Director
• Carlos Pérez (person) — Director, Independent Director
• Antonio J. Santos (person) — Secretary of the Fund
• ALPS Fund Services, Inc. (company) — Fund's administrator
• Banco Popular de Puerto Rico (company) — Affiliate whose employees may solicit proxies
• Popular Asset Management LLC (company) — Fund's Adviser
• Popular Securities, LLC (company) — Fund's principal underwriter and clearing agent for National Financial Services, Inc.

FAQ

Industry Context

The Popular High Grade Fixed-Income Fund, Inc. operates within the regulated investment company sector, specifically as an open-end, non-diversified fixed-income fund. This sector is characterized by its sensitivity to interest rate movements and credit quality. As an open-end fund, it continuously issues and redeems shares, requiring careful management of liquidity. Its non-diversified status suggests a potentially more concentrated portfolio, which can lead to higher specific security risk compared to diversified funds.

Regulatory Implications

The Fund is subject to the U.S. Investment Company Act of 1940, which governs its structure, operations, and disclosure requirements. The ratification of Ernst & Young LLP as its independent auditor underscores the importance of regulatory compliance and financial transparency. Any changes in accounting standards or regulatory interpretations could impact the Fund's reporting and operations.

What Investors Should Do

1. Review the proposals for the Annual Meeting, particularly the election of Directors and the ratification of the auditor, to make an informed voting decision.
2. Ensure your proxy card is completed accurately and returned promptly to ensure your vote is counted, regardless of whether you plan to attend the meeting.
3. Understand the compensation structure for the Fund's directors and the total compensation received from the Fund Complex, as this information is provided for shareholder awareness.
4. Note the significant holdings by brokerage firms on behalf of beneficial owners, which indicates a substantial portion of shares are held in 'street name'.

Key Dates

• 2025-10-24: Annual Meeting of Shareholders — Shareholders will vote on the election of three Directors and the ratification of the independent registered public accounting firm.
• 2025-09-05: Record Date — Shareholders of record on this date are entitled to vote at the Annual Meeting.
• 2026-06-30: Fiscal Year End — The fiscal year for which Ernst & Young LLP is being ratified as the independent registered public accounting firm.
• 2025-09-30: Proxy Statement Mailing Date (expected) — Indicates when shareholders are expected to receive the proxy materials for the Annual Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders in preparation for an annual meeting. (This document is the proxy statement for the Popular High Grade Fixed-Income Fund, Inc.'s annual meeting.)

Open-end investment company

A type of investment company that continuously offers and redeems its shares at net asset value. (Classifies the structure of the Popular High Grade Fixed-Income Fund, Inc.)

Non-diversified investment company

An investment company that is not restricted by the Investment Company Act of 1940 from concentrating its investments in a single security or a small number of securities. (Indicates the Fund's investment strategy may focus on a limited number of holdings.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose primary purpose is to provide portfolios of securities to investors. (The primary regulatory framework under which the Fund operates.)

Independent Registered Public Accounting Firm

An external accounting firm that audits the financial statements of a company and is independent of the company's management. (Ernst & Young LLP is being proposed for ratification to ensure the accuracy and integrity of the Fund's financial reporting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Determines which shareholders are entitled to vote at the Annual Meeting.)

Broker non-vote

A proxy submitted by a broker or nominee that indicates a lack of discretionary authority to vote on a particular matter for which the broker or nominee has not received voting instructions from the beneficial owner. (These are considered present for quorum but not voted on specific proposals.)

Year-Over-Year Comparison

This filing is for the annual meeting on October 24, 2025. Specific comparative financial metrics from a previous filing (e.g., revenue, net income, assets) are not detailed in this proxy statement, which primarily focuses on governance and auditor ratification. The compensation figures for directors are provided for the fiscal year ended June 30, 2025, and may be compared to prior years if available in previous filings.

Key Financial Figures

• $1,000 — of the Fund under the 1940 Act a fee of $1,000 per board and committee meeting attende
• $100,000 — s Enrique Vila del Corral None Over $100,000 Carlos Pérez None $50,001 &n
• $50,001 — r $100,000 Carlos Pérez None $50,001 – $100,000 Jorge Vallejo None

Filing Documents

• tm2527863d1_def14a.htm (DEF 14A) — 126KB
• 0001104659-25-096577.txt ( ) — 127KB
• S000074338
• C000232072
• C000232073

From the Filing

DEF 14A 1 tm2527863d1_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-12 Popular High Grade Fixed-Income Fund, 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 paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 POPULAR HIGH GRADE FIXED-INCOME FUND, INC. Popular Center, North Building Second Level (Fine Arts) 209 Muñoz Rivera Avenue San Juan, Puerto Rico 00918 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on Friday, October 24, 2025 To the Shareholders of POPULAR HIGH GRADE FIXED-INCOME FUND, INC. NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Popular High Grade Fixed-Income Fund, Inc. (the “Fund”), a Puerto Rico corporation and an open-end, non-diversified investment company registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), will be held at Popular Center Lobby, Conference Hall D, 208 Ponce de León Avenue, San Juan, Puerto Rico, on Friday, October 24, 2025, at 10:00 a.m., Atlantic Standard Time, for the following purposes: 1. To elect three Directors of the Fund (PROPOSAL 1); 2. To ratify the selection by the Board of Directors of Ernst & Young LLP as the Fund’s independent registered public accounting firm for the fiscal year ending June 30, 2026 (PROPOSAL 2); and 3. To transact such other business as may properly come before the meeting or any continuation or adjournment thereof. These items are discussed in greater detail in the attached Proxy Statement. Only shareholders of record at the close of business on September 5, 2025, are entitled to notice of and to vote at the Annual Meeting or any adjournments. Shareholders will need to provide adequate proof of ownership of Fund shares to enter the Meeting. 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 AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXIES ARE SET FORTH ON THE ATTACHED PAGE. In San Juan, Puerto Rico, this 29 th day of September, 2025. By Order of the Board of Directors, Antonio J. Santos Secretary INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card property. 1. Individual Accounts : Sign your name exactly as it appears in the registration 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. 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. c/o John Doe, Treasurer John Doe Trust Accounts (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d/ 12/28/78 Jane Doe Custodial of Estate Accounts (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. John B. Smith (2) John B. Smith John B. Smith, Jr., Executor POPULAR HIGH GRADE FIXED-INCOME FUND, INC. Popular Center, North Building Second Level (Fine Arts) 209 Muñoz Rivera Avenue San Juan, Puerto Rico 00918 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 24, 2025 This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors of Popular High Grade Fixed-Income Fund, Inc. (the “Fund”), a Puerto Rico corporation and an open-end, non-diversified investment company registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), for use at the Annual Meeting of Shareholders to be held on October 24, 2025, at Popular Center Lobby, Conference Hall D, 208 Ponce de León Avenue, San Juan, Puerto Rico 00918 at 10:00 a.m., Atlantic Standard Time, or at any adjournment or postponement ther

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