Puerto Rico Fund Seeks Quorum for 2026 Director Elections

TL;DR

**This fund is struggling to get shareholders to show up, which is a red flag for governance and could signal deeper issues.**

AI Summary

The Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. (the "Fund") is holding its 2026 Annual Meeting of Shareholders virtually on January 29, 2026, at 11:30 a.m. Atlantic Standard Time. The primary purpose of this meeting is to elect three directors: Gabriel Pagán Pedrero, Luis M. Pellot, and Jorge I. Vallejo. The Board of Directors unanimously recommends voting "FOR ALL" these nominees. A significant concern highlighted in the filing is the Fund's historical difficulty in achieving a quorum for previous annual meetings, specifically the 2022 and 2024 Annual Meetings, which have been repeatedly adjourned to January 29, 2026, due to insufficient shareholder participation. Shareholders of record as of December 10, 2025, are entitled to vote. The Fund emphasizes the importance of shareholder participation, urging them to vote via internet, mail, or by attending the virtual meeting, to ensure a quorum is met for the 2026 Annual Meeting.

Why It Matters

This DEF 14A filing is critical for investors in the Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. as it outlines the upcoming director elections, directly impacting governance and strategic oversight. The repeated failure to achieve a quorum for the 2022 and 2024 Annual Meetings signals potential investor apathy or communication challenges, which could hinder effective decision-making and shareholder representation. For employees and customers, stable governance ensures continuity and confidence in the Fund's operations. In the broader market, particularly for Puerto Rico-focused funds, consistent governance is vital for maintaining investor trust and competitive positioning against other fixed-income offerings.

Risk Assessment

Risk Level: medium — The Fund has repeatedly failed to achieve a quorum for its 2022 and 2024 Annual Meetings, leading to multiple adjournments until January 29, 2026. This persistent inability to gather sufficient shareholder votes (more than one-half of outstanding shares) indicates significant governance challenges and potential shareholder disengagement, which could impede critical decision-making.

Analyst Insight

Investors should actively participate by voting their shares to ensure proper governance and avoid further adjournments. If the quorum issue persists, consider evaluating the underlying reasons for shareholder apathy and the long-term implications for the Fund's stability and performance.

Key Numbers

• January 29, 2026 — Date of 2026 Annual Meeting (Meeting will be held virtually at 11:30 a.m. Atlantic Standard Time)
• December 10, 2025 — Record Date for Voting (Shareholders of record on this date are entitled to vote at the 2026 Annual Meeting)
• 3 — Number of Directors to be Elected (Gabriel Pagán Pedrero, Luis M. Pellot, and Jorge I. Vallejo are the nominees)
• More than one-half — Quorum Requirement (Percentage of outstanding shares needed for transaction of business at the Annual Meeting)
• 2022 — Year of first adjourned Annual Meeting (The 2022 Annual Meeting was originally convened on January 27, 2022, and repeatedly adjourned due to lack of quorum)
• 2024 — Year of second adjourned Annual Meeting (The 2024 Annual Meeting was originally convened on January 16, 2024, and repeatedly adjourned due to lack of quorum)
• 16-digit — Control Number Length (Required for internet voting via www.proxyvote.com)
• 5:00 p.m. Atlantic Standard Time — Virtual Meeting Registration Deadline (Shareholders must register by January 27, 2026, to attend and vote virtually)
• September 30, 2025 — Fiscal Year End (Audited financial statements for this period are included in the Fund's Annual Report)
• 1-800-221-9825 — Toll-Free Number (For shareholders to request additional copies of the Fund's Annual Report)

Key Players & Entities

• Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. (company) — Registrant
• Gabriel Pagán Pedrero (person) — Nominee for Director, Class III, term expires 2029
• Luis M. Pellot (person) — Nominee for Director, Class III, term expires 2029
• Jorge I. Vallejo (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

FAQ

Risk Factors

• Failure to Achieve Quorum [high — operational]: The Fund has a history of failing to achieve a quorum at its annual meetings, with the 2022 and 2024 meetings being repeatedly adjourned to January 29, 2026, due to insufficient shareholder participation. This recurring issue poses a significant operational risk, potentially delaying critical governance decisions and indicating a lack of shareholder engagement.

Industry Context

The Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. operates within the municipal bond fund sector, which is sensitive to interest rate changes and the creditworthiness of municipal issuers. Funds focused on Puerto Rico residents often leverage tax advantages specific to the island's tax code, aiming to provide tax-exempt income. The competitive landscape includes other Puerto Rico-focused funds and broader municipal bond offerings.

Regulatory Implications

As a registered investment company, the Fund is subject to SEC regulations, including proxy solicitation rules and disclosure requirements. The repeated failure to achieve a quorum could attract regulatory scrutiny regarding shareholder engagement and governance effectiveness. Compliance with tax laws relevant to Puerto Rico residents is also a critical regulatory aspect.

What Investors Should Do

1. Vote your shares: To ensure a quorum and facilitate the election of directors, shareholders are strongly urged to vote their shares via internet, mail, or by attending the virtual meeting.
2. Review the proxy materials: Shareholders should carefully review the proxy statement to understand the proposals, particularly the election of directors.
3. Register for the virtual meeting: If planning to attend virtually, register by January 27, 2026, to receive login instructions.
4. Contact the Fund for reports: Shareholders can request additional copies of the Annual Report or subsequent reports by calling 1-800-221-9825.

Key Dates

• 2026-01-29: 2026 Annual Meeting of Shareholders — Shareholders will vote on the election of three directors. Failure to achieve a quorum has been a recurring issue, making shareholder participation crucial.
• 2025-12-10: Record Date for Voting — Establishes the shareholders eligible to vote at the 2026 Annual Meeting.
• 2026-01-27: Virtual Meeting Registration Deadline — Shareholders must register by this date to attend and vote virtually at the 2026 Annual Meeting.
• 2025-09-30: Fiscal Year End — The date for which the audited financial statements included in the Annual Report are prepared.

Glossary

Quorum

The minimum number of shareholders required to be present (in person or by proxy) for a meeting to be validly held and for business to be transacted. (A quorum of more than one-half of the outstanding shares is required for the Fund's annual meeting. The Fund has repeatedly failed to achieve this, leading to adjournments.)

Proxy Statement

A document provided to shareholders soliciting their votes for a corporate meeting, containing information about the matters to be voted on and the company's affairs. (This document provides shareholders with the necessary information to vote on the election of directors and understand the issues facing the Fund.)

DEF 14A

A definitive proxy statement filed with the SEC by a company soliciting shareholder votes. (This is the filing document that contains the information about the upcoming annual meeting and the proposals to be voted on.)

Adjournment

The postponement of a meeting to a later date or time. (The Fund's 2022 and 2024 annual meetings have been adjourned multiple times due to a lack of quorum, highlighting a persistent governance challenge.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2026 Annual Meeting, primarily focused on director elections and addressing the persistent issue of failing to achieve a quorum. Unlike a typical annual report, it does not provide detailed comparative financial metrics such as revenue growth or margin changes from the previous year. The key focus is on shareholder participation to overcome historical quorum failures.

Filing Documents

• ea0270488-01_def14a.htm (DEF 14A) — 228KB
• 0001213900-25-125345.txt ( ) — 229KB

From the Filing

DEF 14A 1 ea0270488-01_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 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 Fixed Income Fund II for Puerto Rico Residents, Inc. 250 Muñoz Rivera Avenue American International Plaza, Tenth Floor San Juan, Puerto Rico 00918 NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 29, 2026 To the shareholders of the Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.: NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the “2026 Annual Meeting”) of the Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc., a Puerto Rico corporation (the “Fund”), is scheduled to be held virtually on January 29, 2026, at 11:30 a.m. Atlantic Standard Time (10:30 a.m. Eastern Standard Time) for the following purposes: 1. To elect three directors of the Fund (PROPOSAL 1); and 2. To transact such other business as may properly come before the 2026 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 2026 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, December 10, 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 27, 2026 to attend and vote at the 2026 Annual Meeting. Broadridge will then e-mail you the login information and instructions for attending and voting at the 2026 Annual Meeting. Only holders of record of shares of the Fund’s common stock at the close of business on December 10, 2025 are entitled to receive this notice and vote at the 2026 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 23rd 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. 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 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 reverse hereof, all shares of common stock of the Tax-Free Fixed Inco

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