Ocean Capital Sends Letter to Shareholders of UBS Puerto Rico Bond Funds Spotlighting the Need for Boardroom Change

Rhea-AI Summary

Ocean Capital LLC, a substantial shareholder in Puerto Rico closed-end bond funds managed by UBS Financial Services, issued a letter urging significant board changes. They estimate that the Funds' Boards have squandered at least $4 million of shareholder capital fighting shareholder nominations while the Funds' net asset values have significantly declined, with some experiencing NAV drops of up to -23.5%. Ocean Capital remains committed to improving governance and enhancing shareholder value, urging investors to support their nominated independent directors.

Positive

• Ocean Capital is committed to improving governance across the Funds.
• Nominated independent director candidates are experienced professionals with substantial backgrounds.

Negative

• The Funds' Boards have wasted at least $4 million of shareholder capital to obstruct changes.
• Significant declines in NAV, with some Funds down -23.5% and dividends cut.

Estimates the UBS Funds’ Boards Have Collectively Spent At Least $4 Million of Shareholders’ Capital to Try to Thwart Necessary Change

Highlights the Significant Decline of the Funds’ Respective Net Asset Values Under the Incumbent Boards’ Watch

Reiterates Unwavering Commitment to Improving Governance and Unlocking Value Across the Funds, No Matter the Cost or Time Required

SAN JUAN, Puerto Rico--(BUSINESS WIRE)-- Ocean Capital LLC (collectively with its affiliates, “Ocean Capital” or “we”) is a significant shareholder of numerous Puerto Rico closed-end bond funds (the “Funds”), which are managed or co-managed by an affiliate of UBS Financial Services Incorporated of Puerto Rico (“UBS”). Today, Ocean Capital sent the below letter to shareholders of each of the Funds regarding the urgent need for boardroom change.

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Fellow Shareholders,

Ocean Capital LLC (collectively with its affiliates, “Ocean Capital” or “we”) are concerned shareholders of numerous Puerto Rico closed-end bond funds (the “Funds”), which are managed or co-managed by an affiliate of UBS Financial Services Incorporated of Puerto Rico (“UBS”).

We have nominated independent director candidates to the Boards of Directors (the “Boards”) at several Funds because shareholders have been forced to endure poor corporate governance and unacceptable losses for far too long. In response to our nominations, the Funds have attempted to obstruct corporate democracy by failing to recognize certain of Ocean Capital’s timely submitted nomination notices for the Annual Meetings of Shareholders (the “Annual Meetings”), refusing to seat Ocean Capital’s director candidates that have been elected by shareholders, filing litigation against Ocean Capital, repeatedly adjourning the Annual Meetings, refusing to take questions from investors at the Annual Meetings, and distributing limited proxy materials to dissuade shareholder participation, among other low-road tactics.

Today, we are writing to make you aware that we estimate the Boards of the Funds have collectively presided over at least $2 million in waste on external advisors in 2021 alone – all in order to fight the will of Ocean Capital and other investors who are fed up with long-term underperformance and want new directors in the boardroom.¹ Since the beginning of 2022, we estimate the Boards of the Funds have already wasted at least $2 million of shareholder capital on external advisors, as well.²

It seems that the Board’s gross negligence has resulted in dividends being cut across numerous Funds and contributed to the significant decline of the Funds’ respective net asset values (“NAV”):

Fund	NAV % Change3	Dividend % Change4
Puerto Rico Residents Tax-Free Fund, Inc.	-21.9%	-45.0%
Puerto Rico Residents Tax-Free Fund IV, Inc.	-23.5%	-47.1%
Puerto Rico Residents Tax-Free Fund VI, Inc.	-21.7%	-28.1%
Tax Free Fund for Puerto Rico Residents, Inc.	-20.5%	0.0%
Tax-Free Fixed Income Fund for Puerto Rico Residents, Inc.	-8.5%	-24.9%
Tax-Free Fixed Income Fund Ill for Puerto Rico Residents, Inc.	-16.0%	-13.3%
Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc.	-14.9%	-23.3%
Tax-Free Fixed Income Fund Il for Puerto Rico Residents, Inc.	-13.1%	-6.3%
Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.	-9.3%	-62.5%

Ocean Capital refuses to stand idly by as the Funds’ NAVs plummet, nor will we be deterred by UBS, the incumbent directors – Vicente León, Luis M. Pellot, Carlos Nido, Carlos V. Ubiñas and José J. Villamil – or their entrenchment mechanisms. We intend to facilitate boardroom changes across the Funds, regardless of how long it takes or what it costs us. Shareholders of these Funds have been forced to accept sustained underperformance and waste for too long, and we believe you deserve much better.

Our independent nominees – whose professional experience is summarized below – are committed to putting shareholders’ interests first and evaluating all avenues to maximizing value. We encourage you to send a message to the Funds by voting “FOR” Ocean Capital’s highly qualified director candidates on the BLUE Proxy Card today. You can also engage with us and share your feedback by contacting our proxy solicitor at ocean@investor.morrowsodali.com. Together, we believe shareholders can hold UBS and the Funds’ directors accountable.

Sincerely,

W. Heath Hawk

Ocean Capital LLC

OCEAN CAPITAL’S HIGHLY QUALIFIED, INDEPENDENT DIRECTOR CANDIDATES

Roxana Cruz-Rivera⁵

• San Juan-based financial and legal expert with over 20 years’ experience handling federal and on-island tax issues.
• Solo Practitioner Tax Attorney since August 2021.
• Former Tax Director of the Tax Advisory Services Division of RSM Puerto Rico, LLC, an on-island consulting firm, from November 2020 until August 2021.
• Former Deputy Secretary of the Treasury of the Puerto Rico Treasury Department, where she assisted the Secretary of the Treasury in the supervision and direction of the Department.
• Holds a Juris Doctorate from the University of Puerto Rico School of Law and a Master of Law degree in taxation from New York University School of Law.

Ethan A. Danial⁶

• Puerto Rico-based investment professional with experience in research and trading of defaulted and restructured Puerto Rico municipal bonds.
• Vice President of Caribbean Capital and Consultancy Corp., an investment firm in Puerto Rico, since August 2017.
• Member, authorized officer and manager at RAD Investments, LLC, an investment firm in Puerto Rico since January 2019.
• Has served as a director for Campo Caribe LLC, an agricultural business in Puerto Rico, since September 2019 and served as a director at First Puerto Rico Tax-Exempt Target Maturity Fund VII, a Puerto Rico-based investment fund, from November 2020 until June 2021.

William Heath Hawk⁷

• San Juan-based financial and capital markets expert with over 25 years of experience in municipal bond sales and trading.
• One of the largest shareholders across the UBS-managed and co-managed Funds.
• Holds FINRA Series 4, 7, 9, 10, 24, 50, 53, 63 and 65 licenses.

José R. Izquierdo II⁸

• San Juan-based attorney with intimate knowledge of the Commonwealth’s debt issuances and over a decade of leadership experience in the island’s public and private sectors.
• Former member of the Governor of Puerto Rico’s fiscal transition team, member of the Government of Puerto Rico’s Economic Development Council, Assistant Secretary of Economic Development.
• Significant Puerto Rico public (i.e., government-owned) corporation board experience.
• Holds a Juris Doctorate from the University of Puerto Rico School of Law.

Mojdeh L. Khaghan⁹

• Legal expert with over two decades’ experience in securities law, including securities litigation, shareholder class and derivative actions, and trust and estate litigation.
• Principal of the Morgan Reed Group, a diversified real estate and securities investment firm with investments across the U.S. and Puerto Rico.
• Currently serves on the Jackson Health System Pension Subcommittee, an employee pension plan with over $1 billion in assets, as well as Chair of the City of Miami Beach Budget Advisory Committee and Commissioner of the Housing Authority of the City of Miami Beach.
• Holds a Juris Doctorate from Columbia Law School and B.A. from Columbia University.

Brent D. Rosenthal, CPA¹⁰

• Financial expert with significant capital markets and corporate governance experience having served on many public company boards.
• Currently Lead Director of the Board of Directors of comScore, Inc. (NASDAQ: SCOR) and Lead Independent Director of the Board of Directors of RiceBran Technologies (NASDAQ: RIBT).
• Founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and microcap equities in the technology, media, and telecom industries.
• Holds an M.B.A from the S.C. Johnson Graduate School of Management at Cornell University and is a Certified Public Accountant.

***

VOTE “FOR” OCEAN CAPITAL’S HIGHLY QUALIFIED DIRECTOR CANDIDATES ON THE BLUE PROXY CARD TODAY.

IF YOU ARE A FUND ADVISOR WITH CLIENTS WHO WISH TO EXERCISE THEIR RIGHT FOR CHANGE BY VOTING THE BLUE PROXY CARD, PLEASE CONTACT OUR PROXY SOLICITOR, MORROW SODALI, AT (203) 658-9400 OR (800) 662-5200, OR VIA E-MAIL AT OCEAN@INVESTOR.MORROWSODALI.COM.

SIGN UP FOR UPDATES RELATED TO OUR CAMPAIGNS AT THE UBS-MANAGED FUNDS AT WWW.IMPROVEUBSPRFUNDS.COM.

***

Certain Information Concerning the Participants

To the Shareholders of each of the Funds, including Puerto Rico Residents Tax-Free Fund VI, Inc. (with respect to its 2021 annual meeting of shareholders):

Ocean Capital and the other participants in its solicitation (collectively, the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of BLUE proxy card to be used in connection with the solicitation of proxies from the shareholders of the Fund for its upcoming annual meeting of shareholders. All shareholders of the Fund are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important information, including additional information relating to the Participants and their direct or indirect interests, by security holdings or otherwise. Shareholders can obtain the definitive proxy statement and accompanying BLUE proxy card, any amendments or supplements to the definitive proxy statement and other relevant documents filed by the Participants with the SEC at no charge on the SEC’s website at http://www.sec.gov.

To the Shareholders of Puerto Rico Residents Tax-Free Fund VI, Inc. (with respect to its 2022 annual meeting of shareholders):

Ocean Capital and the other participants in its solicitation (collectively, the “PRITF VI 2022 Participants”) intend to file with the SEC a definitive proxy statement and accompanying form of BLUE proxy card to be used in connection with the solicitation of proxies from the shareholders of PRITF VI with respect to its upcoming 2022 annual meeting of shareholders. All shareholders of PRITF VI are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the PRITF VI 2022 Participants when they become available, as they will contain important information, including additional information relating to the PRITF VI 2022 Participants and their direct or indirect interests, by security holdings or otherwise. The definitive proxy statement and an accompanying BLUE proxy card will be furnished to some or all of PRITF VI’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at http://www.sec.gov.

¹ According to the available 2021 Semi-Annual Reports, for the period from July 1, 2021 to December 31, 2021, Tax-Free Fixed Income Fund I spent $317,032 and Tax-Free Fixed Income Fund III spent $302,407 on “proxy contest expenses.” In 2021, Ocean Capital nominated director candidates across eight of the UBS-managed or co-managed Funds.

² This estimate is based on available 2022 Semi-Annual and Annual Reports. The Semi-Annual report for the first six months of 2022 discloses Tax Free Fund for Puerto Rico Residents, Inc. I spent $215,968 on proxy expenses. As of the date of this letter, Ocean Capital has nominated director candidates across nine of the UBS-managed or co-managed Funds (including four new nominations made since the beginning of this year).

³ Net Asset Value % change from December 31, 2021 to September 21, 2022. Calculated on the basis of information in the semi-annual and annual reports distributed by the Funds to their respective shareholders, without independent verification of the underlying information.

⁴ Dividend % change from August 31, 2021 to August 31, 2022 according to the Funds’ annual reports. Calculated on the basis of information in the semi-annual and annual reports distributed by the Funds to their respective shareholders, without independent verification of the underlying information.

⁵ Ms. Cruz-Rivera has been nominated as a director at Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc. (“Fund IV”), Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (“Fund V”), Tax-Free Fixed Income Fund III for Puerto Rico Residents, Inc. (“Fund III”), Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. (“Fund II”),

⁶ Mr. Danial has been nominated as a director at Fund II, Tax Free Fund for Puerto Rico Residents, Inc. (“TFF”) and Puerto Rico Residents Tax-Free Fund VI, Inc. (“PRITF VI”).

⁷ Mr. Hawk has been nominated as a director at Fund IV and Fund V.

⁸ Mr. Izquierdo has been nominated as a director at Fund IV, Fund V, Fund I, Fund III, Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc. (“PRITF IV”), Tax-Free Fixed Income Fund for Puerto Rico Residents, Inc. (“PRITF I”), PRITF VI, Fund II and TFF.

⁹ Ms. Khaghan has been nominated as a director at PRITF VI.

¹⁰ Mr. Rosenthal has been nominated as a director at Fund V, Fund I, Fund III, PRITF VI, PRITF I, PRITF IV, Fund II and TFF.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220926005363/en/

For Investors:

Morrow Sodali

Mike Verrechia / Bill Dooley, 800-662-5200

ocean@investor.morrowsodali.com

For Media:

Longacre Square Partners

Charlotte Kiaie / Ashley Areopagita, 646-386-0091

ckiaie@longacresquare.com / aareopagita@longacresquare.com

Source: Ocean Capital LLC

FAQ

What is the total amount Ocean Capital estimates the UBS Funds’ Boards have wasted?

Ocean Capital estimates the Boards have wasted at least $4 million of shareholder capital.

What are the NAV declines experienced by the Puerto Rico closed-end bond funds?

The NAV declines range up to -23.5% for some of the Funds managed by UBS.

What action is Ocean Capital taking regarding the Funds’ governance?

Ocean Capital is nominating independent directors to improve governance and protect shareholder interests.

Which stocks are related to Ocean Capital's campaign for boardroom change?

Ocean Capital's campaign involves comScore (NASDAQ: SCOR) and RiceBran Technologies (NASDAQ: RIBT).