Puerto Rico Tax-Free Fund II Sets Virtual Shareholder Meeting for Jan 8

TL;DR

**Vote FOR the nominated directors to maintain board stability and support the Fund's current governance, or risk potential disruption.**

AI Summary

The Puerto Rico Residents Tax-Free Fund II, Inc. (the "Fund") is holding its 2025 Annual Meeting of Shareholders virtually on January 8, 2026, at 11:00 a.m. Atlantic Standard Time. The primary purpose of this meeting is to elect two directors to the Fund's Board of Directors: Agustín Cabrer and Gabriel Pagán Pedrero, both nominated for terms expiring in 2028. Shareholders of record as of November 19, 2025, are eligible to vote, with 9,289,107 shares outstanding on that date. The Board of Directors unanimously recommends voting FOR ALL of the nominated directors. The filing details the virtual meeting logistics, proxy voting procedures, and quorum requirements, emphasizing the importance of shareholder participation. No specific financial figures for revenue or net income were disclosed in this DEF 14A filing, as it focuses solely on the upcoming shareholder meeting and director elections.

Why It Matters

This DEF 14A filing outlines the governance structure and upcoming director elections for the Puerto Rico Residents Tax-Free Fund II, Inc., a critical event for investors. The election of Agustín Cabrer and Gabriel Pagán Pedrero to the Board of Directors for terms expiring in 2028 will influence the Fund's strategic direction and oversight, directly impacting investor returns and the Fund's stability. For employees and customers, a stable and well-governed fund ensures continued operations and service. In the competitive landscape of tax-free funds, strong governance is paramount for maintaining investor confidence and attracting new capital, especially given the unique market conditions in Puerto Rico.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine director elections and meeting logistics, with the Board of Directors unanimously recommending the proposed nominees. There are no indications of contested elections, significant strategic shifts, or adverse financial conditions. The 9,289,107 shares outstanding on November 19, 2025, suggest a stable shareholder base for these routine governance matters.

Analyst Insight

Investors should review the backgrounds of Agustín Cabrer and Gabriel Pagán Pedrero to ensure alignment with their investment goals. Given the Board's unanimous recommendation, a vote FOR the nominees is a vote for continuity. Shareholders should ensure their proxy is submitted by January 6, 2026, to ensure their vote is counted.

Key Numbers

• 2025-12-15 — Filing Date (Date the DEF 14A was first mailed to shareholders)
• 2026-01-08 — Annual Meeting Date (Date of the 2025 Annual Meeting of Shareholders)
• 11:00 a.m. Atlantic Standard Time — Meeting Time (Scheduled start time for the virtual 2025 Annual Meeting)
• 2025-11-19 — Record Date (Date for determining shareholders entitled to vote at the 2025 Annual Meeting)
• 9,289,107 — Shares Outstanding (Number of common stock shares outstanding as of November 19, 2025)
• 2 — Directors to be Elected (Number of director nominees for the Board of Directors)
• 2028 — Term Expiration Year (Year the terms of elected directors Agustín Cabrer and Gabriel Pagán Pedrero will expire)
• 1-800-221-9825 — Toll-Free Contact Number (Number for shareholders to request additional copies of reports)

Key Players & Entities

• Puerto Rico Residents Tax-Free Fund II, Inc. (company) — Registrant and Fund
• Agustín Cabrer (person) — Director Nominee for Class II, term expiring 2028
• Gabriel Pagán Pedrero (person) — Director Nominee for Class II, term expiring 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
• Securities and Exchange Commission (regulator) — Governing body for SEC filings
• Broadridge (company) — Virtual meeting platform provider
• UBS Puerto Rico (company) — Associated with the virtual meeting registration portal

FAQ

Industry Context

The Puerto Rico Residents Tax-Free Fund II, Inc. operates within the closed-end investment fund sector, specifically focusing on municipal bonds to provide tax-exempt income to Puerto Rico residents. This niche market is influenced by the economic conditions and tax policies affecting Puerto Rico and its residents. The competitive landscape includes other Puerto Rico-focused investment vehicles and broader municipal bond funds.

Regulatory Implications

As a registered investment company, the Fund is subject to SEC regulations, including proxy solicitation rules under the Exchange Act. Compliance with these rules ensures fair and transparent shareholder voting processes. The focus on Puerto Rico residents also implies adherence to any specific local regulations or tax laws pertinent to the fund's structure and investor base.

What Investors Should Do

1. Review the proxy statement to understand the proposals, particularly the election of directors Agustín Cabrer and Gabriel Pagán Pedrero.
2. Vote FOR ALL nominated directors as recommended by the Board of Directors to ensure continuity and support for the Fund's governance.
3. Register for the virtual meeting by January 6, 2026, if you wish to attend and vote electronically.
4. Complete and return your proxy card by mail if you cannot attend the virtual meeting to ensure your vote is counted.

Key Dates

• 2025-12-15: Proxy Statement first mailed to shareholders — Informs shareholders about the upcoming meeting and voting matters, allowing them time to review and cast their votes.
• 2025-11-19: Record Date for determining eligible shareholders — Establishes the specific date by which shareholders must own shares to be eligible to vote at the annual meeting.
• 2026-01-08: 2025 Annual Meeting of Shareholders — The date for the formal shareholder meeting where directors will be elected and other business may be transacted.
• 2026-01-06: Deadline for virtual meeting registration — Shareholders must register by this date to receive login information for participating in the virtual meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the shareholder meeting, outlining the proposals and voting procedures.)

Proxy Statement

A document that accompanies a proxy and provides shareholders with information about the company's business, the matters to be voted on, and the nominees for the board of directors. (This document details the purpose of the meeting, the director nominees, and the board's recommendations.)

Proxy Card

A document that shareholders sign to authorize another person (the proxy) to vote their shares at a shareholder meeting. (Shareholders use this to cast their vote, either by mail or by authorizing a proxy to vote on their behalf.)

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. (Shareholders must own shares as of November 19, 2025, to be eligible to vote at the January 8, 2026 meeting.)

Quorum

The minimum number of shareholders (or their proxies) that must be present at a meeting for business to be legally transacted. (More than one-half of the outstanding shares must be represented virtually or by proxy to constitute a quorum for the meeting.)

Virtual Meeting

A shareholder meeting conducted online, allowing participants to attend and vote remotely via the internet. (The 2025 Annual Meeting will be held virtually, requiring shareholders to register to participate.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming 2025 Annual Meeting of Shareholders and the election of two directors. Unlike filings that include detailed financial performance, this document's primary purpose is procedural, outlining meeting logistics, voting rights, and director nominations. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable to this specific filing.

Filing Documents

• ea0269712-01_def14a.htm (DEF 14A) — 213KB
• 0001213900-25-121702.txt ( ) — 214KB

From the Filing

DEF 14A 1 ea0269712-01_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 Puerto Rico Residents Tax-Free Fund II, 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. Puerto Rico Residents Tax-Free Fund II, Inc. 270 Munoz Rivera Ave, Suite 1110 San Juan, Puerto Rico 00918 NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 8, 2026 To the shareholders of the Puerto Rico Residents Tax-Free Fund II, Inc.: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the “2025 Annual Meeting”) of the Puerto Rico Residents Tax-Free Fund II, Inc. , a Puerto Rico corporation (the “Fund”), is scheduled to be held virtually on January 8, 2026, at 11:00 a.m. Atlantic Standard Time (10:00 a.m. Eastern Standard 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. The Fund has determined that it is in the best interests of the Fund’s shareholders to conduct the 2025 Annual Meeting virtually. 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, November 19, 2025, please register at https://viewproxy.com/UBSPuertoRico/broadridgevsm/ no later than 5:00 p.m. Atlantic Standard Time (4:00 p.m. Eastern Standard Time) on January 6, 2026 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 November 19, 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 15th day of December, 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. 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 Puerto Rico Residents Tax-Free Fund II, Inc. 270 Munoz Rivera Ave, Suite 1110 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 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 Puerto Rico Residents Tax-Free Fund II, Inc. , a Puerto Rico cor

View Full Filing

View this DEF 14A filing on SEC EDGAR