Tax Free Fund II Sets Jan 29 Shareholder Meeting to Elect Four Directors

TL;DR

**Vote FOR the Board's director nominees to ensure stable leadership at Tax Free Fund II's January 29, 2026 meeting.**

AI Summary

Tax Free 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 four directors to the Fund's Board of Directors. The Board recommends voting "FOR ALL" the nominated directors: Carlos J. Nido, Luis M. Pellot, Jorge I. Vallejo, and Gabriel Pagán Pedrero. Shareholders of record as of December 10, 2025, are eligible to vote, with 15,837,599 shares of common stock outstanding on that date. The election of directors requires a plurality of votes cast, meaning the four nominees receiving the highest number of votes will be elected. The Fund emphasizes the importance of shareholder participation, urging them to vote by Internet, mail, or virtually at the meeting, even if they do not plan to attend. The filing does not contain specific financial figures like revenue or net income, focusing solely on the upcoming director elections and proxy voting procedures.

Why It Matters

This DEF 14A filing outlines the governance structure and upcoming leadership decisions for Tax Free Fund II for Puerto Rico Residents, Inc., a critical aspect for investors concerned with fund oversight and strategic direction. The election of Carlos J. Nido, Luis M. Pellot, Jorge I. Vallejo, and Gabriel Pagán Pedrero will shape the Fund's future policies and investment strategies, directly impacting shareholder returns. For employees and customers, stable and experienced leadership ensures continuity and adherence to the Fund's mission. In the competitive Puerto Rico tax-free fund market, strong governance is paramount for maintaining investor confidence and attracting new capital.

Risk Assessment

Risk Level: low — The risk level is low as this filing is a routine DEF 14A proxy statement for director elections, not indicating any immediate financial distress or significant operational changes. The primary risk is the potential for a lack of quorum or insufficient votes for the proposed directors, which could lead to an adjournment of the meeting, as mentioned in the filing regarding quorum requirements.

Analyst Insight

Investors should review the backgrounds of the nominated directors to ensure alignment with their investment goals. It is crucial to cast your vote by January 27, 2026, to ensure your shares are counted, especially if you hold shares in 'street name' and need to instruct your broker.

Key Numbers

• 2026-01-29 — Annual Meeting Date (Date of the virtual shareholder meeting)
• 2025-12-10 — Record Date (Date for determining eligible voters)
• 4 — Number of Directors to be Elected (Total director nominees for Proposal 1)
• 15,837,599 — Shares Outstanding (Common stock shares outstanding as of December 10, 2025)
• 2025-12-23 — Proxy Mailing Date (Approximate date proxy statement was first mailed to shareholders)
• 2026-01-27 — Virtual Meeting Registration Deadline (Deadline for shareholders to register for the virtual meeting)

Key Players & Entities

• Tax Free Fund II for Puerto Rico Residents, Inc. (company) — Registrant and Fund
• Carlos J. Nido (person) — Director Nominee, term expiring 2029
• Luis M. Pellot (person) — Director Nominee, term expiring 2029
• Jorge I. Vallejo (person) — Director Nominee, term expiring 2029
• Gabriel Pagán Pedrero (person) — Director Nominee, term expiring 2027
• Edward Ramos (person) — Proxy holder
• Maria L. Vilaró (person) — Proxy holder
• Liana Loyola (person) — Secretary of the Board of Directors
• Securities and Exchange Commission (regulator) — Regulatory body for the filing
• Broadridge (company) — Virtual meeting platform provider

FAQ

Industry Context

Tax Free Fund II for Puerto Rico Residents, Inc. operates within the regulated investment fund industry, specifically focusing on providing tax-advantaged investment vehicles for Puerto Rico residents. The industry is characterized by its adherence to specific tax laws and regulations, aiming to offer competitive returns while managing investment risks. Competition often comes from other mutual funds and investment products that cater to similar investor needs and tax considerations within Puerto Rico.

Regulatory Implications

As a registered investment company, the Fund is subject to oversight by regulatory bodies, including the SEC and potentially local Puerto Rican financial authorities. Compliance with proxy solicitation rules, corporate governance standards, and securities laws is paramount. Any changes in tax legislation affecting municipal bonds or Puerto Rico-specific tax benefits could significantly impact the Fund's investment strategy and attractiveness to shareholders.

What Investors Should Do

1. Vote your shares
2. Register for the virtual meeting
3. Review the Proxy Statement

Key Dates

• 2026-01-29: 2026 Annual Meeting of Shareholders — Shareholders will vote on the election of four directors and other business.
• 2025-12-10: Record Date — Determines which shareholders are eligible to vote at the 2026 Annual Meeting.
• 2025-12-23: Proxy Mailing Date — The approximate date shareholders began receiving proxy materials.
• 2026-01-27: Virtual Meeting Registration Deadline — Shareholders must register by this date to attend and vote virtually at the meeting.

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 shareholder matters. (This document is the proxy statement for the Fund's 2026 Annual Meeting.)

Proxy

A document that authorizes a person to act on behalf of a shareholder, typically to vote shares at a shareholder meeting. (Shareholders are asked to complete and return a proxy to ensure their vote is counted, even if they do not attend the meeting.)

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 of record on December 10, 2025, are entitled to vote at the 2026 Annual Meeting.)

Plurality of votes

A voting system where the candidate or candidates with the most votes are elected, even if they do not receive a majority (more than 50%) of the total votes cast. (This is the voting standard for electing the four directors to the Fund's Board.)

Quorum

The minimum number of shareholders, represented either in person or by proxy, required to be present at a meeting for business to be legally transacted. (More than one-half of the outstanding shares of common stock must be present virtually or by proxy to constitute a quorum for the 2026 Annual Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2026 Annual Meeting and focuses on the election of directors. Unlike a typical annual report, it does not contain comparative financial data such as revenue, net income, or changes in assets and liabilities from the previous year. The primary focus is on the upcoming shareholder vote and the nominees for the Board of Directors.

Filing Documents

• ea0270489-01_def14a.htm (DEF 14A) — 235KB
• 0001213900-25-125349.txt ( ) — 236KB

From the Filing

DEF 14A 1 ea0270489-01_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 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 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 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 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 four 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 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 Fund II for Puerto Rico Residents, Inc. , a Puerto Rico corporation (the "Fund"), which the undersigned is

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View this DEF 14A filing on SEC EDGAR