Form 485APOS Short Term Investment
| (Check appropriate box or boxes) | ||
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ | |
| Pre‑Effective Amendment No. | ☐ | |
| Post-Effective Amendment No. 9 | ☒ | |
| and/or | ||
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ | |
| Amendment No. 12 | ☒ |
| Jesse C. Kean Carla G. Teodoro Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 |
Alexandre-Cyril Manz UBS Financial Services Inc. American International Plaza Building - Tenth Floor 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
| ☐ | Immediately upon filing pursuant to paragraph (b) |
| ☐ | On (date) pursuant to paragraph (b) |
| ☒ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | On (date) pursuant to paragraph (a)(1) |
| ☐ | 75 days after filing pursuant to paragraph (a)(2) |
| ☐ | On (date) pursuant to paragraph (a)(2) of Rule 485 |
| PROSPECTUS |
| THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURES IN THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. |
| NOT FDIC INSURED. MAY LOSE VALUE. NO BANK GUARANTEE. |
| 1 | ||||
| 1 | ||||
| 1 | ||||
| 1 | ||||
| 1 | ||||
| 2 | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| 5 | ||||
| 5 | ||||
| 7 | ||||
| 7 | ||||
| 7 | ||||
| 7 | ||||
| 8 | ||||
| 8 | ||||
| 9 | ||||
| 15 | ||||
| 15 | ||||
| 16 | ||||
| 16 | ||||
| 17 | ||||
| 17 | ||||
| 17 | ||||
| 18 | ||||
| 19 | ||||
| 20 | ||||
| 23 | ||||
| 25 | ||||
| 27 |
| |
Class A Shares |
|
Class B Shares |
|||||
| Management Fee |
||||||||
| Distribution and/or Service (12b‑1) Fees |
||||||||
| Other Expenses(1)(2) |
||||||||
| Administration |
||||||||
| Remainder of Other Expenses(2) |
||||||||
| Total Annual Fund Operating Expenses |
||||||||
| Fee Waivers and/or Expense Reimbursements(2) |
||||||||
| Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements |
| (1) | “Other Expenses” include fees for certain shareholder services, custodial and transfer agency fees, legal, regulatory and accounting fees, printing costs and registration fees. |
| (2) | UBS Trust Company of Puerto Rico, the Fund’s administrator (in such capacity, the “Administrator”), and the Fund have entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) whereby the Administrator will pay the Fund’s other expenses in order to ensure that the Fund’s net total operating expenses (excluding taxes, leverage, interest, brokerage commissions, dividends or interest expenses on short positions, acquired fund fees and expenses and extraordinary expenses) after fee waivers and/or expense reimbursements do not exceed 1.00% of the Fund’s average daily net assets attributable to each share class of the Fund. The Fund may have to repay some of these fee waivers and/or expense reimbursements during the following three years. Any such repayment period is limited to three years from the date of the waiver/reimbursement. Any repayment by the Fund to the Administrator will not cause the Fund’s expenses to exceed (i) the expense limitation at the time the fees are waived and (ii) the expense limitation in effect at the time of such reimbursement. The Expense Limitation Agreement is effective through |
| 1 year |
3 years |
5 years |
10 years | |||||
| Class A Shares |
$ |
$ |
$ |
$ | ||||
| Class B Shares |
$ |
$ |
$ |
$ |
For the periods ended 12/31/23 Average Annual Total Returns |
1 Year | 5 Years | 10 Years | |||||||
| Short Term Investment Fund for Puerto Rico Residents, Inc. – Class A Shares |
||||||||||
| Return Before Taxes |
% | % | ||||||||
| Return After Taxes on Distributions |
% | % | ||||||||
| Return After Taxes on Distributions and Sales of Shares |
% | % | ||||||||
| Bloomberg U.S. Aggregate Bond Index1 (Reflects no deduction for fees, expenses or taxes) |
% | % | ||||||||
| ICE BofA US 3‑Month Treasury Bill Index (Reflects no deduction for fees, expenses or taxes) |
% | % | ||||||||
| Name | Managed the Fund Since | Title | ||
| Leslie Highley, Jr. |
2003 | Managing Director of UBS Trust Company of Puerto Rico | ||
| Javier Rodriguez |
2007 | Director of UBS Trust Company of Puerto Rico | ||
| Heydi Cuadrado |
2008 | Director of UBS Trust Company of Puerto Rico | ||
| Fund Shares | ||
| Minimum Initial and Subsequent Investment Amounts |
There is no minimum investment for UBS brokerage accounts. There may be a minimum for initial and additional investments for purchases made through other UBS accounts or other financial intermediaries. |
| · | the name of the Fund and amount of Shares you want to redeem; |
| · | your account number; and |
| · | the signature of each registered owner exactly as the Shares are registered. |
| For the fiscal year ended June 30, 2024 |
For the fiscal year ended June 30, 2023 |
For the fiscal year ended June 30, 2022 |
For the fiscal year ended June 30, 2021 | |||||||||||||||||
| Increase (Decrease) in Net Asset Value: |
||||||||||||||||||||
| Per Share Operating | Net asset value, beginning of period | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ 1.00 | ||||||||||||
| Performance: | Net investment income (a) |
0.04 | 0.02 | 0.00 | ** | 0.00** | ||||||||||||||
| Total from investment operations | 0.04 | 0.02 | 0.00 | 0.00 | ||||||||||||||||
| Less: Distributions from net investment income | (0.04 | ) | (0.02 | ) | (0.00 | )** | (0.00)** | |||||||||||||
| Less: Distributions from capital gains | (0.00 | )*** | -- | -- | -- | |||||||||||||||
| Net asset value, end of period | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ 1.00 | |||||||||||||
| Total Investment Return: |
(b) | Based on net asset value per share | 4.82% | 2.67% | 0.03% | 0.02% | ||||||||||||||
| Ratios: | |
(c) (d) |
|
Net expenses to average net assets – net of waived and/or reimbursed expense | 1.00% | 1.00% | 0.12% | 0.06% | ||||||||||||
| (c) | Gross expenses to average net assets | 1.11% | 1.00% | 0.89% | 0.81% | |||||||||||||||
| (c) (d) | Net investment income to average net assets – net of waived and/or reimbursed expenses | 4.32% | 2.45% | 0.02% | 0.01% | |||||||||||||||
| Supplemental | Net assets, end of period (in thousands) | $ | 66,909 | $ | 103,981 | $ | 175,439 | $ 304,412 | ||||||||||||
| Data: | Portfolio turnover: | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||
| ** | Net investment income and distributions from net investment income for the fiscal years ended June 30, 2022 and June 30, 2021, were $0.0002 and $0.0001 per share respectively. |
| *** | Distributions from capital gains for the fiscal year ended June 30, 2024, were $0.0038 per share. |
| (a) | Based on average outstanding common shares of 82,238,446, 132,803,693, 232,612,490, and 339,608,192, for the fiscal years ended June 30, 2024, June 30, 2023, June 30, 2022, and June 30, 2021, respectively. |
| (b) | Dividends are assumed to be reinvested at the per share net asset value on the date dividends are paid. |
| (c) | Based on average net assets applicable to common shareholders of $82,370,711, $133,104,972, $232,896,435, and 339,608,192, for the fiscal years ended June 30, 2024, June 30, 2023, June 30, 2022, and June 30, 2021, respectively. |
| (d) | For the fiscal year ended June 30, 2023, there were no waivers/reimbursements of fees. For the fiscal years ended June 30, 2024, June 30, 2022, and June 30, 2021, the effect of the expenses waived/reimbursed was to decrease the expense ratios, thus increasing the net investment income ratio by 0.11%, 0.77%, and 0.75%, respectively. |
The information in this document is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 27, 2024
STATEMENT OF ADDITIONAL INFORMATION
SHORT TERM INVESTMENT FUND FOR PUERTO RICO RESIDENTS, INC.
250 Muñoz Rivera Avenue, Tenth Floor, San Juan, Puerto Rico 00918 • (787) 250-3600
This Statement of Additional Information (“SAI”) of the Short Term Investment Fund for Puerto Rico Residents, Inc. (the “Fund”) is not a prospectus and should be read in conjunction with the Prospectus of the Fund, dated December 31, 2024, as it may be amended or supplemented from time to time (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) and can be obtained, without charge, by writing or calling the Fund at the address or telephone number printed above, or on the Fund’s website at www.ubs.com/prfunds. The Prospectus is incorporated by reference into this SAI, and this SAI has been incorporated by reference into the Fund’s Prospectus. Only Puerto Rico residents will receive the tax benefits of an investment in the Fund. See the section “Puerto Rico Taxation” for a description of such tax benefits. In addition, the Fund does not intend to qualify as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (“U.S. Code”), and consequently an investor that is not a Puerto Rico Resident will not receive the tax benefits (such as “RIC” tax treatment) of an investment in a typical United States (“U.S.”) mutual fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and may have adverse tax consequences for U.S. federal income tax purposes. This SAI does not include all information that a prospective investor should consider before investing in the Fund. Investors should obtain and read the Prospectus prior to purchasing shares of the Fund. The Fund’s audited financial statements for the fiscal year ended June 30, 2024, are incorporated by reference to the Fund’s annual financial statements, as filed with the Securities and Exchange Commission on Form N-CSR. Such financial statements include presentations and disclosures in accordance with guidance set forth by Regulation S-X. You may also obtain a copy of the Prospectus on the SEC’s website (http://www.sec.gov). Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus.
References to the 1940 Act or other applicable law will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate jurisdiction, including court interpretations and exemptive, no-action or other relief or permission from the Commission, Commission staff or other authority.
| Share Class |
Ticker Symbol | |
| Class A Shares |
PRALX | |
| Class B Shares |
PRLZX |
UBS Asset Managers of Puerto Rico — Investment Adviser
UBS Financial Services Inc. — Distributor
The date of this Statement of Additional Information is December 31, 2024.
TABLE OF CONTENTS
| 1 | ||||
| 1 | ||||
| 1 | ||||
| DESCRIPTION OF CERTAIN INVESTMENTS, INVESTMENT TECHNIQUES AND INVESTMENT RISKS |
3 | |||
| 3 | ||||
| 5 | ||||
| 7 | ||||
| 8 | ||||
| 8 | ||||
| 8 | ||||
| 10 | ||||
| 13 | ||||
| Leadership Structure and Oversight Responsibilities of the Board |
14 | |||
| 15 | ||||
| 15 | ||||
| Beneficial Ownership of Equity Securities in the Fund and Affiliated Funds by Each Director |
15 | |||
| 16 | ||||
| 16 | ||||
| 16 | ||||
| 17 | ||||
| 17 | ||||
| 19 | ||||
| 19 | ||||
| 19 | ||||
| 19 | ||||
| 20 | ||||
| 20 | ||||
| 20 | ||||
| 20 | ||||
| 21 | ||||
| 21 | ||||
| 21 | ||||
| 22 | ||||
| 23 | ||||
| 23 | ||||
| 23 | ||||
| 23 | ||||
| 24 | ||||
| 24 |
History of the Fund
The Fund is registered as an open-end management investment company under the 1940 Act. The Fund was incorporated under the laws of the Commonwealth of Puerto Rico on July 26, 2002, and started operations on December 8, 2006. Prior to May 14, 2021, the Fund was registered as an investment company under the Puerto Rico Investment Companies Act of 1954, as amended and operated as such under the laws of Puerto Rico. In 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was signed into law in the U.S. and effectively required investment companies organized under the laws of Puerto Rico to register as investment companies under the 1940 Act. As a result, the Fund has been registered under the 1940 Act since May 14, 2021.
As of the date of this SAI, the Fund is authorized to issue 2,000,000,000 shares of beneficial interest (the “Shares”) with a par value of $0.001 per share, which may be divided into different series and classes.
Investment Objectives, Policies and Restrictions
Please see the Prospectus for more information about the Fund’s investment objective and policies. Additional information regarding the Fund’s investment objective and policies is included below.
The Fund is classified as a diversified fund under the 1940 Act. This means that the Fund may not purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and (ii) securities of other investment companies) if, with respect to 75% of its total assets, (a) more than 5% of the Fund’s total assets would be invested in securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the Fund can invest more than 5% of its assets in one issuer. Under the 1940 Act, the Fund cannot change its classification from diversified to non-diversified without shareholder approval.
The Fund’s investment objective and certain investment policies that are fundamental policies may not be changed unless authorized by a majority (which for this purpose and under the 1940 Act, means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares) and in some cases, a supermajority of the Fund’s outstanding voting securities (it being understood that, with respect to these voting requirements or standards, the Fund will take no action that is at that time inconsistent with the 1940 Act). However, subject to Puerto Rico law, all other investment policies and limitations may be changed by the Board of Directors (independently the “Directors” and together the “Board”) without shareholder approval.
Investment Policies and Restrictions
The Fund is subject to the following investment restrictions, all of which are fundamental policies. The Fund may not:
(a) issue preferred shares or debt securities, or borrow money from banks or other entities, provided that the Fund may borrow up to an additional 5% of the Fund’s total assets (including the amount borrowed) from banks or other financial institutions for temporary or emergency purposes, including to finance redemptions; or
(b) issue senior securities to the extent such issuance would violate the 1940 Act.
Notations Regarding the Funds’ Fundamental Investment Restrictions
The following notations are not considered to be part of the Fund’s fundamental investment restrictions and are subject to change without shareholder approval.
With respect to the fundamental policy relating to borrowing money set forth in (a) above, the Fund has restricted borrowing to 5% of the Fund’s total assets, which is more restrictive than the limitation imposed by the 1940 Act, which permits a fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose, and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary or emergency purposes, including to finance redemptions. A fund’s total assets include the amounts being borrowed. To limit the risks attendant to borrowing, the 1940 Act requires the Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means the ratio that the value of a fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.” Certain trading practices and investments, such as derivatives transactions, may be treated as senior securities. Prior to the adoption and implementation of Rule 18f-4 under the 1940 Act, when the Fund engaged in derivatives transactions that create future payment obligations, consistent with the U.S. Securities and Exchange Commission’s (the “SEC”) staff guidance and interpretations, the Fund was permitted to segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to the Fund’s exposure, on a marked-to-market basis, to the transaction, instead
SAI-1
of meeting the asset coverage requirement with respect to senior securities prescribed by the 1940 Act. The SEC staff guidance and interpretations were rescinded in connection with the adoption of Rule 18f-4, and the Fund now complies with Rule 18f-4 with respect to its derivatives transactions. Thus, the fundamental policy relating to issuing senior securities above will not restrict the Fund from entering into derivatives transactions that are treated as senior securities so long as the Fund complies with Rule 18f-4 with respect to such derivatives transactions.
Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve leverage but are not considered to be borrowings (e.g., collateral arrangements with respect to options, forward currency and futures transactions and other derivative instruments, as well as delays in the settlement of securities transactions) are not subject to the policy.
In addition, the Fund may not change (1) the restrictions in (iii), (v), (vii), (viii) and (ix) below without the approval of a majority of the shareholders (as defined in the 1940 Act and as described above), and (2) any other restriction described below without the approval of a majority of the Board and prior written notice to shareholders of the Fund.
The Fund may not:
(i) purchase the securities of any one issuer if after such purchase it would own more than 25% of the voting securities of such issuer, provided that securities issued or guaranteed by the Commonwealth of Puerto Rico, U.S. government, or any of their respective agencies or instrumentalities (including GNMA, FNMA and FHLMC mortgage-backed securities) are not subject to this limitation;
(ii) make investments for the purpose of exercising control or management;
(iii) make an investment in any one industry if, at the time of purchase, the investment would cause the aggregate value of the Fund’s investments in such industry to equal 25% or more of the Fund’s total assets, provided that this limitation shall not apply to (a) investments made for temporary or defensive purposes, (b) investments in high quality, short-term securities issued by Puerto Rico investment companies, provided that, the Fund will consider the holdings of such investment companies in which it invests for purposes of this policy, (c) investments in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, and (d) tax-exempt Puerto Rico municipal obligations, other than those backed only by the assets or revenues of a non-governmental entity. For purposes of this restriction, the intended or designated use of real estate shall determine its industry, domestic and foreign banking will be considered separate industries and mortgage-backed and asset-backed securities not issued or guaranteed by an agency or instrumentality of the U.S. government will be grouped in industries based on their underlying assets and not treated as a single, separate industry;
(iv) purchase securities on margin, except for short term credits necessary for clearance of portfolio transactions;
(v) engage in the business of underwriting securities of other issuers, except to the extent that, in connection with the acquisition or disposition of portfolio securities, the Fund may be deemed an underwriter under U.S. securities laws and except that the Fund may write options;
(vi) make short sales of securities or maintain a short position, except that the Fund may sell short “against the box.” A short sale “against the box” occurs when the Fund owns an equal amount of the securities sold or owns securities convertible into or exchangeable for, without payment of any further consideration, securities of the same issue as, and equal in amount to, the securities sold short;
(vii) purchase or sell real estate (including real estate limited partnership interests), provided that the Fund may invest in securities secured by real estate or interests therein or issued by entities that invest in real estate or interests therein (including mortgage-backed securities), and provided further that the Fund may exercise rights under agreements relating to such securities, including the right to enforce security interests and to liquidate real estate acquired as a result of such enforcement, provided, however, that such securities and any such real estate securing a security acquired by the Fund shall not be a “U.S. real property interest” within the meaning of Section 897 of the U.S. Code;
(viii) purchase or sell commodities or commodity contracts;
(ix) make loans, except through reverse repurchase agreements, provided that for purposes of this restriction the acquisition of bonds, debentures or other debt or similar instruments or interests therein, including investment in government obligations, shall not be deemed to be the making of a loan; or
SAI-2
(x) lend portfolio securities, except to the extent that such loans, if and when made, do not exceed 331/3% of the total assets of the Fund taken at market value.
Description of Certain Investments, Investment Techniques and Investment Risks
Set forth below are descriptions of some of the types of investments and investment techniques that the Fund may utilize, as well as certain risks and other considerations associated with such investments and investment techniques. The information below supplements the information contained in the Fund’s Prospectus under “More Information About the Fund—Principal Investment Strategies of the Fund”, “More Information About the Fund—Other Investments”, “More Information About the Fund—Principal Risks” and “More Information About the Fund—Additional Risks”.
Types of Municipal Obligations and Associated Risks
The Fund may invest in a variety of municipal securities, as described below:
Municipal Bonds
Municipal bonds are debt obligations that are issued by states, municipalities, public authorities or other issuers and that pay interest that is exempt from federal income tax in the opinion of issuer’s counsel. The two principal classifications of municipal bonds are “general obligation” and “revenue” bonds. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source such as from the user of the facility being financed. The term “municipal bonds” also includes “moral obligation” issues, which are normally issued by special purpose authorities. In the case of such issues, an express or implied “moral obligation” of a related government share is pledged to the payment of the debt service but is usually subject to annual budget appropriations. Custodial receipts that represent an ownership interest in one or more municipal bonds also are considered to be municipal obligations.
The Fund may invest in industrial development bonds (“IDBs”) and private activity bonds (“PABs”), which are municipal bonds issued by or on behalf of public authorities to finance various privately operated facilities, such as airports or pollution control facilities. IDBs and PABs are generally revenue bonds and thus are not payable from the unrestricted revenue of the issuer. The credit quality of IDBs and PABs is usually directly related to the credit standing of the user of the facilities being financed. The Fund may invest more than 25% of its assets in a single IDB or PAB.
The Fund may not presently concentrate its investments, e.g., invest a relatively high percentage of its assets in municipal obligations (e.g. revenue bonds) issued by entities which may pay their debt service obligations from the revenues derived from similar projects such as hospitals, multifamily housing, nursing homes, continuing care facilities, commercial facilities (including hotels), electric utility systems or industrial companies. This limitation may, in the future, be changed by a majority of the Fund’s outstanding voting securities. Any future determination to allow concentration of the Fund’s investments may make the Fund more susceptible to similar economic, political or regulatory occurrences. As the similarity in issuers increases, the potential for fluctuation of the NAV of shares of the Fund also increases. Also, it is anticipated that a significant percentage of the municipal obligations in the Fund’s portfolio may be issued by entities or secured by facilities with a relatively short operating history.
Municipal Lease Obligations
Municipal lease obligations are municipal obligations that may take the form of leases, installment purchase contracts or conditional sales contracts or certificates of participation with respect to such contracts or leases. Municipal lease obligations are issued by state and local governments and authorities to purchase land or various types of equipment and facilities. Although municipal lease obligations do not constitute general obligations of the municipality for which the municipality’s taxing power is pledged, they ordinarily are backed by the municipality’s covenant to budget for, appropriate and make the payments due under the lease obligation. The leases underlying certain municipal obligations, however, provide that lease payments are subject to partial or full abatement if, because of material damage or destruction of the leased property, there is substantial interference with the lessee’s use or occupancy of such property. This “abatement risk” may be reduced by the existence of insurance covering the leased property, the maintenance by the lessee of reserve funds or the provision of credit enhancements such as letters of credit.
The liquidity of municipal lease obligations varies. Certain municipal lease obligations also contain “non-appropriation” clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is
SAI-3
appropriated for such purpose on a yearly basis. Some municipal lease obligations of this type are insured as to timely payment of principal and interest, even in the event of a failure by the municipality to appropriate sufficient funds to make payments under the lease. However, in the case of an uninsured municipal lease obligation, the Fund’s ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property, without recourse to the general credit of the lessee, and disposition of the property in the event of foreclosure might prove difficult. The Fund does not intend to invest a significant portion of its assets in such uninsured “non-appropriation” municipal lease obligations. There is no limitation on the Fund’s ability to invest in other municipal lease obligations.
Zero Coupon Obligations
Zero coupon municipal obligations include “pure zero” obligations, which pay no interest for their entire life (either because they bear no stated rate of interest or because their stated rate of interest is not payable until maturity), and “zero/fixed” obligations, which pay no interest for an initial period and thereafter pay interest. Zero coupon obligations also include derivative instruments representing the principal-only components of municipal obligations from which the interest components have been stripped and sold separately by the holders of the underlying municipal obligations. Zero coupon obligations usually trade at a deep discount from their face or par value and will be subject to greater fluctuations in market value in response to changing interest rates than obligations of comparable maturities that make current distributions of interest.
Floating and Variable Rate Obligations
Floating and variable rate municipal notes and bonds frequently permit the holder to demand payment of principal at any time, or at specified intervals, and permit the issuer to prepay principal, plus accrued interest, at its discretion after a specified notice period. The issuer’s obligations under the demand feature of such notes and bonds generally are secured by bank letters of credit or other credit support arrangements. There frequently will be no secondary market for variable and floating rate obligations held by the Fund, although the Fund may be able to obtain payment of principal at face value by exercising the demand feature of the obligation.
Participation Interests
Participation interests in municipal bonds, including IDBs, PABs and floating and variable rate securities give the Fund an undivided interest in a municipal bond owned by a bank. The Fund has the right to sell the instrument back to the bank. Such right is generally backed by the bank’s irrevocable letter of credit or guarantee and permits the Fund to draw on the letter of credit on demand, after specified notice, for all or any part of the principal amount of the Fund’s participation interest plus accrued interest. Generally, the Fund intends to exercise the demand under the letters of credit or other guarantees only upon a default under the terms of the underlying bond, or to maintain compliance with the investment objective and policies of the Fund. The ability of a bank to fulfill its obligations under a letter of credit or guarantee might be affected by possible financial difficulties of its borrowers, adverse interest rate or economic conditions, regulatory limitations or other factors. The Investment Adviser will monitor the pricing, quality and liquidity of the participation interests held by the Fund, and the credit standing of banks issuing letters of credit or guarantees supporting such participation interests on the basis of published financial information reports of rating services and bank analytical services.
Put Bonds
Put bonds are municipal bonds which give the holder an unconditional right to sell the bond back to the issuer or a remarketing agent at a specified price and exercise date, which is typically well in advance of the bond’s maturity date. If the put is a “one time only” put, the Fund ordinarily will sell the bond or put the bond, depending on the more favorable price. If the bond has a series of puts after the first put, the bond will be held as long as, in the Investment Adviser’s opinion, it is in the best interests of the Fund to do so. The obligation to purchase the bond on the exercise date of the put may be supported by a letter of credit or other credit support agreement from a bank, insurance company or other financial institution, the credit standing of which affects the credit standing of the obligation. There is no assurance that an issuer or remarketing agent for a put bond will be able to repurchase the bond on the put exercise date if the Fund chooses to exercise its right to put the bond back to the issuer or remarketing agent.
Tender Option Bonds
Tender option bonds are long-term municipal securities sold by a bank subject to a “tender option” that gives the purchaser the right to tender them to the bank at par plus accrued interest at designated times (the “tender option”). The tender option may be exercisable at intervals ranging from bi-weekly to semi-annually, and the interest rate on the bonds is typically reset at the end of the
SAI-4
applicable interval in order to cause the bonds to have a market value that approximates their par value. The tender option generally would not be exercisable in the event of a default on, or significant downgrading of, the underlying municipal securities. Therefore, the Fund’s ability to exercise the tender option will be affected by the credit standing of both the bank involved and the issuer of the underlying securities.
Detachable Call Options and Embedded Caps
Detachable call options are sold by issuers of municipal obligations separately from the municipal obligations to which the call options relate and permit the purchasers of the call options to acquire the municipal obligations at the call price(s) and call date(s). In the event that interest rates drop, the purchaser could exercise the call option to acquire municipal obligations that yield above-market rates. The Fund expects to acquire detachable call options relating to municipal obligations that the Fund owns or will acquire in the immediate future and thereby, in effect, make such municipal obligations non-callable so long as the Fund continues to hold the detachable call option. Municipal obligations with embedded caps provide for additional tax-free payments for a stated period (generally a period that is shorter than the bond’s maturity) above the fixed-rated interest payable on the municipal obligations to the extent that the average level of a particular index exceeds a specified base level.
Mortgage-Backed Securities and Associated Risks
General
Mortgage-backed securities were introduced in the 1970s when the first pool of mortgage loans was converted into a mortgage pass-through security. Since the 1970s, the mortgage-backed securities market in general has vastly expanded and a variety of structures have been developed to meet investor needs.
New types of mortgage-backed securities are developed and marketed from time to time and, consistent with its investment limitations, the Fund expects to invest in those new types of mortgage-backed securities that the Investment Adviser believes may assist the Fund in achieving its investment objective. Not all of the types of securities described below are available in Puerto Rico.
Government National Mortgage Association (“GNMA”) Securities
GNMA is a wholly-owned corporate instrumentality of the U.S. within the Department of Housing and Urban Development. The National Housing Act of 1934, as amended (the “Housing Act”), authorizes GNMA to guarantee the timely payment of the principal of, and interest on, securities that are based on and backed by a pool of specified mortgage loans. To qualify such securities for a GNMA guarantee, the underlying mortgages must be insured by the Federal Housing Administration under the Housing Act or Title V of the Housing Act of 1949 (“FHA Loans”) or be guaranteed by the Veterans’ Administration under the Servicemen’s Readjustment Act of 1944, as amended (“VA Loans”) or be pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of the U.S. Government is pledged to the payment of all amounts that may be required to be paid under any guarantee. In order to meet its obligations under such guarantee, GNMA is authorized to borrow from the U.S. Treasury with no limitations as to amount.
GNMA mortgage-backed securities include securities which are backed by mortgage loans insured by the Federal Housing Administration or guaranteed by the Veterans Administration, and which consist of mortgage-backed certificates with respect to pools of such mortgages guaranteed as to the timely payment of principal and interest by the GNMA. That guarantee is backed by the full faith and credit of the U.S.
GNMA pass-through mortgage-backed securities may represent a pro rata interest in one or more pools of the following types of mortgage loans: (i) fixed rate level payment mortgage loans; (ii) fixed rate graduated payment mortgage loans; (iii) fixed rate growing equity mortgage loans; (iv) fixed rate mortgage loans secured by manufactured (mobile) homes; (v) mortgage loans on multifamily residential properties under construction; (vi) mortgage loans on completed multifamily projects; (vii) fixed rate mortgage loans as to which escrowed funds are used to reduce the borrower’s monthly payments during the early years of the mortgage loans (“buydown” mortgage loans); (viii) mortgage loans that provide for adjustments in payments based on periodic changes in interest rates or in other payment terms of the mortgage loans; and (ix) mortgage-backed serial notes.
Federal National Mortgage Association (“FNMA”) Securities
FNMA is a federally chartered and privately owned corporation established under the Federal National Association Charter Act. FNMA was originally organized in 1938 as a U.S. government agency to add greater liquidity to the mortgage market. FNMA was transformed into a private sector corporation by legislation enacted in 1968. FNMA provides funds to the mortgage market primarily by
SAI-5
purchasing home mortgage loans from local lenders, thereby providing them with funds for additional lending. FNMA acquires funds to purchase such loans from investors that may not ordinarily invest in mortgage loans directly, thereby expanding the total amount of funds available for housing.
Each FNMA pass-through mortgage-backed security represents a pro rata interest in one or more pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage loans that are not insured or guaranteed by any governmental agency). The loans contained in those pools consist of: (i) fixed rate level payment mortgage loans; (ii) fixed rate growing equity mortgage loans; (iii) fixed rate graduated payment mortgage loans; (iv) variable rate mortgage loans; (v) other adjustable rate mortgage loans; and (vi) fixed rate mortgage loans secured by multifamily projects. FNMA guarantees timely payment of principal and interest on FNMA mortgage-backed securities. The obligations of FNMA are not backed by the full faith and credit of the U.S. Nevertheless, because of the relationship between FNMA and the U.S., it is widely believed that FNMA Mortgage-Backed Securities present minimal credit risks.
Federal Home Loan Mortgage Corporation (“FHLMC”) Securities
FHLMC is a corporate instrumentality of the U.S. established by the Emergency Home Finance Act of 1970, as amended (the “FHLMC Act”). FHLMC was organized primarily for the purpose of increasing the availability of mortgage credit to finance needed housing. The operations of FHLMC currently consist primarily of the purchase of first lien, conventional, residential mortgage loans and participation interests in such mortgage loans and the resale of the mortgage loans so purchased in the form of mortgage-backed securities.
FHLMC mortgage-backed securities represent direct or indirect participations in, and are payable from, conventional residential mortgage loans. The mortgage loans underlying the FHLMC mortgage-backed securities typically consist of fixed rate or adjustable-rate mortgage loans with original terms to maturity of between ten and thirty years, substantially all of which are secured by first liens on one- to four-family residential properties or multifamily projects. Each mortgage loan must meet the applicable standards set forth in the FHLMC Act. Mortgage loans underlying FHLMC mortgage-backed securities may include whole loans, participation interests in whole loans and undivided interests in whole loans and participations in another FHLMC mortgage-backed securities.
FHLMC guarantees: (i) the timely payment of interest on all FHLMC mortgage-backed securities; (ii) the ultimate collection of principal with respect to some FHLMC mortgage-backed securities; and (iii) the timely payment of principal with respect to other FHLMC mortgage-backed securities. The obligations of FHLMC are not backed by the full faith and credit of the U.S., although they are generally considered to present minimal credit risks.
Adjustable-Rate Mortgage (“ARM”) and Floating Rate Mortgage-Backed Securities
Because the interest rates on ARM and floating rate mortgage-backed securities are reset in response to changes in a specified market index, the values of such securities tend to be less sensitive to interest rate fluctuations than the values of fixed-rate securities. ARM mortgage-backed securities represent a right to receive interest payments at a rate that is adjusted to reflect the interest earned on a pool of ARMs. ARMs generally provide that the borrower’s mortgage interest rate may not be adjusted above a specified lifetime maximum rate or, in some cases, below a minimum lifetime rate. In addition, certain ARMs provide for limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. ARMs also may provide for limitations on changes in the maximum amount by which the borrower’s monthly payment may adjust for any single adjustment period. In the event that a monthly payment is not sufficient to pay the interest accruing on the ARM, any such excess interest is added to the mortgage loan (“negative amortization”), which is repaid through future monthly payments. If the monthly payment exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment that would have been necessary to amortize the outstanding principal balance over the remaining term of the loan, the excess reduces the principal balance of the ARM. Borrowers under ARMs experiencing negative amortization may take longer to build up their equity in the underlying property and may be more likely to default.
The rates of interest payable on certain ARMs, and therefore on certain ARM mortgage-backed securities, are based on indices such as the one-year constant maturity Treasury Rate, that reflect changes in market interest rates. Others are based on indices, such as the 11th District Federal Home Loan Bank Cost of Funds index, that tend to lag behind changes in market interest rates. The values of ARM mortgage-backed securities supported by ARMs that adjust based on lagging indices tend to be somewhat more sensitive to interest rate fluctuations than those reflecting current interest rate levels, although the values of such ARM mortgage-backed securities still tend to be less sensitive to interest rate fluctuations than fixed-rate securities.
Floating rate mortgage-backed securities are classes of mortgage-backed securities that have been structured to represent the right to receive interest payments at rates that fluctuate in accordance with an index but that generally are supported by pools comprised of fixed-rate mortgage loans. As with ARM mortgage-backed securities, interest rate adjustments on floating rate mortgage-backed securities may be based on indices that lag behind market interest rates. Interest rates on floating rate mortgage-backed securities
SAI-6
generally are adjusted monthly. Floating rate mortgage-backed securities are subject to lifetime interest rate caps, but they generally are not subject to limitations on monthly or other periodic changes in interest rates or monthly payments.
Specified Mortgage-Backed Securities
The Fund generally does not invest in derivatives but may invest in mortgage-backed securities that are derivatives such as interest only obligations (“IOs”) (other than IOs and principal only obligations (“POs”) that are planned amortization class bonds (“PAC Bonds”)) or inverse floating rate obligations or other types of mortgage-backed securities that may be developed in the future and that are determined by the Investment Adviser to present types and levels of risk that are comparable to such IOs, POs and inverse floating rate obligations (collectively, “Specified Mortgage-Backed Securities”). The Fund will invest in Specified Mortgage-Backed Securities only when the Investment Adviser believes that such securities, when combined with the Fund’s other investments, would enable the Fund to achieve its investment objective and policies. In the opinion of the Investment Adviser, GNMA mortgage-backed securities issued under the GNMA I or GNMA II programs, securities with earlier maturities of mortgage-backed securities issued under the GNMA Serial Note program, mortgage pass-through certificates issued by FNMA and other types of substantially similar mortgage-backed pass-through or participation certificates (including collateralized mortgage obligations (“CMOs”)) are not considered derivative investments for purposes of the Fund’s investment policies, except as set forth below. The Investment Adviser also does not consider Private Label mortgage-backed securities (as defined in the Prospectus) (including CMOs) of any class that entitle the holder thereof to payments of principal and interest to be derivatives for that purpose (other than Private Label mortgage-backed securities the principal payments of which at the time of purchase by the Fund (i) are not limited by a schedule of principal distributions and (ii) support a schedule of principal distributions for another related class of Private Label mortgage-backed securities).
Stripped mortgage-backed securities (“SMBSs”) are classes of mortgage-backed securities that receive different proportions of the interest and principal distributions from the underlying pool of mortgage assets. SMBSs may be issued by agencies or instrumentalities of the U.S. government or by private mortgage lenders. A common type of SMBS will have one class that receives some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal.
An IO is an SMBS that is entitled to receive all or a portion of the interest, but none of the principal payments, on the underlying mortgage assets; a PO is an SMBS that is entitled to receive all or a portion of the principal payments, but none of the interest payments, on the underlying mortgage assets. The Investment Adviser believes that investments in POs may facilitate its ability to manage the price sensitivity of the Fund’s investments to interest rate changes. Generally, the yields to maturity on both IO and PO classes are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets. If the underlying mortgage assets of an IO class of mortgage-backed security held by the Fund experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in such securities even though the securities are rated in the highest rating category. The Investment Adviser believes that, since principal amortization on PAC Bonds is designed to occur at a predictable rate, IOs and POs that are PAC Bonds generally are not as sensitive to principal prepayments as other IOs and POs.
Mortgage-backed securities that constitute inverse floating rate obligations are mortgage-backed securities on which the interest rates adjust or vary inversely to changes in market interest rates. Typically, an inverse floating rate mortgage-backed security is one of two components created from a pool of fixed rate mortgage loans. The other component is a variable rate mortgage-backed security, on which the amount of interest payable is adjusted directly in accordance with market interest rates. The inverse floating rate obligation receives the portion of the interest on the underlying fixed-rate mortgages that is allocable to the two components and that remains after subtracting the amount of interest payable on the variable rate component. The market value of an inverse floating rate obligation will be more volatile than that of a fixed-rate obligation and, like most debt obligations, will vary inversely with changes in interest rates. Certain of such inverse floating rate obligations have coupon rates that adjust to changes in market interest rates to a greater degree than the change in the market rate and accordingly have investment characteristics similar to investment leverage. As a result, the market value of such inverse floating rate obligations is subject to greater risk of fluctuation than other mortgage-backed securities, and such fluctuations could adversely affect the ability of the Fund to achieve its investment objectives and policies.
The yields on certain of the above mortgage-backed securities may be more sensitive to changes in interest rates than GNMA mortgage-backed securities. While the respective Investment Adviser will seek to limit the impact of these factors on the Fund, no assurance can be given that it will achieve this result.
Information on Directors and Executive Officers
The overall management of the business and affairs of the Fund is vested in the Board. The Board approves all significant agreements between the Fund and persons or companies furnishing services to it, including the Fund’s agreements with the Investment Adviser, Administrator, Distributor, Custodian and Transfer Agent. The day-to-day operations of the Fund have been delegated to UBS
SAI-7
Trust Company of Puerto Rico (the “Administrator”), in its capacity as Administrator, subject to the Fund’s investment objective and policies and to general supervision by the Board.
The Board
The Board consists of seven Directors. Six of these are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), and one is considered an “interested person” of the Fund as a result of his employment as an officer of the Fund’s Investment Adviser or an affiliate thereof (the “Interested Director”). The number of members of the Fund’s Board may be changed by resolution of the Board.
Committees of the Board
The Board has three standing committees: the Audit Committee, the Dividend Committee and the Nominating Committee.
Audit Committee. The Board has adopted a written Audit Committee Charter. The role of the Audit Committee is to oversee the Fund’s accounting and financial reporting policies and practices and to recommend to the Board any action to ensure that the Fund’s accounting and financial reporting are consistent with accepted accounting standards applicable to the mutual fund industry. The Audit Committee has three members, Messrs. Cabrer, León and Pellot, all of whom are Independent Directors. The Independent Directors who are Audit Committee members are represented by independent legal counsel in connection with their duties. Mr. León serves as Chairman of the Audit Committee and audit committee financial expert. The Audit Committee met four (4) times during the fiscal year ended June 30, 2024.
Dividend Committee. The role of the Dividend Committee is to determine the amount, form and record date of any dividends to be declared and paid by the Fund. The Dividend Committee has three members, Messrs. Cabrer and Pellot, who are Independent Directors, and Mr. Ubiñas, who is an Interested Director. The Dividend Committee did not meet during the fiscal year ended June 30, 2024. The Dividend Committee sets dividends by Unanimous Consent.
Nominating Committee. Pursuant to the adoption of a written charter, the Fund has created a Nominating Committee. The principal responsibilities of the Nominating Committee are to identify individuals qualified to serve as Independent Directors and to recommend its nominees for consideration by the full Board. The Nominating Committee has three members, all of whom are Independent Directors (currently, Messrs. Cabrer, Nido and Pellot). The Independent Directors who are Nominating Committee members are represented by independent legal counsel in connection with their duties. While the Nominating Committee is solely responsible for the selection and nomination of Independent Directors, the Nominating Committee may consider nominations for the office of Director made by Fund shareholders as it deems appropriate. Shareholders who wish to recommend a nominee should send nominations to the Fund’s Secretary that include biographical information and set forth the qualifications of the proposed nominee. The Nominating Committee evaluates nominees from whatever source using the same standard. The Nominating Committee met one (1) time during the fiscal year ended June 30, 2024.
Independent Directors
Certain biographical and other information relating to the Independent Directors is set forth below, including their birth year, their principal occupations for the last five (5) years, the length of time served on the Board, if applicable, and the total number of portfolios overseen in the Fund Complex (as defined herein) by them, if applicable. Messrs. León, Cabrer and Villamil are members of the boards of directors of the UBS Family of Funds (as such term is defined below). Messrs. Nido and Pellot and Mrs. Pérez are members of the boards of directors of the UBS Family of Funds and the Puerto Rico Residents Family of Funds (as such term is defined below, and together with the UBS Family of Funds, the “Fund Complex”).
SAI-8
| Name (Year of Birth) and Address |
Position (s) Held with the Fund |
Term of Office and Length of Time Served (or |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in the Fund Complex Overseen by Director |
Other Directorships Held by Director | |||||
| Independent Directors | ||||||||||
| Agustin Cabrer (1948)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Director | Director since 2003 |
President of Antonio Roig Sucesores (land holding enterprise with commercial properties), since 1995; President of Libra Government Building, Inc. (administration of courthouse building), since 1997; President of Cabrer Consulting (financial services business); President of CC Development, LLC (construction supervision and management consulting), since 2019; and Director of V. Suarez & Co. (food and beverage distribution company), since 2002. | The UBS Family of Funds (17 Funds Consisting of 22 Portfolios)** | None | |||||
| Vicente J. León (1939)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Director | Director since 2021 |
Independent business consultant, since 1999. | The UBS Family of Funds (17 Funds Consisting of 22 Portfolios)** | None | |||||
| Carlos Nido (1964)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Director | Director since 2007 |
President of Green Isle Capital LLC (a Puerto Rico Venture Capital Fund under Puerto Rico Law 185, investing primarily in feature films and healthcare), since 2015; President and Executive Producer of Piñolywood Studios LLC; member of the Board of Directors of Grupo Ferré Rangel, GFR Media, LLC, and B. Fernández & Hnos. Inc. | The UBS Family of Funds (17 Funds Consisting of 22 Portfolios)** and the Puerto Rico Residents Family of Funds (7 Funds)*** | None | |||||
| Luis M. Pellot (1948)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Director | Director since 2003 |
President of Pellot-González, Tax Attorneys & Counselors at Law, PSC (a legal services business), since 1989. | The UBS Family of Funds (17 Funds Consisting of 22 Portfolios)** and the Puerto Rico Residents Family of Funds (7 Funds)*** | None | |||||
SAI-9
| Name (Year of Birth) and Address |
Position (s) Held with the Fund |
Term of Office and Length of Time Served (or |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in the Fund Complex Overseen by Director |
Other Directorships Held by Director | |||||
| Clotilde Pérez (1951)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Director | Director since 2009 |
Corporate development consultant since 2022; Member of the Board of Directors of Campofresco Corp. since 2012; and Partner of Infogerencia Inc. since 1985. | The UBS Family of Funds (17 Funds Consisting of 22 Portfolios)** and the Puerto Rico Residents Family of Funds (7 Funds)*** | None | |||||
| José J. Villamil (1939)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Director | Director since 2021 | Chairman of the Board and Chief Executive Officer of Estudios Téchnicos, Inc. (a consulting business), since 2005. | The UBS Family of Funds (17 Funds Consisting of 22 Portfolios)** | None | |||||
* Each Director holds his or her office from the time of their election and qualification until the election meeting for the year in which his or her term expires and until his or her successor shall have been elected and shall have qualified, or until his or her death, or until December 31 of the year in which he or she shall have reached eighty-five years of age, or until he or she shall have resigned or been removed. Each Officer is annually elected by and serves at the pleasure of the Board of Directors.
** The Funds consists of GNMA & US Government Target Maturity Fund for Puerto Rico Residents, Inc.; Multi-Select Securities Fund for Puerto Rico Residents; Short Term Investment Fund for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund III for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund VI for Puerto Rico Residents, Inc.; Tax Free Fund for Puerto Rico Residents, Inc.; Tax Free Fund II for Puerto Rico Residents, Inc.; Tax-Free High Grade Portfolio Bond Fund for Puerto Rico Residents, Inc.; Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc.; Tax-Free High Grade Portfolio Target Maturity Fund for Puerto Rico Residents, Inc.; Tax Free Target Maturity Fund for Puerto Rico Residents, Inc.; U.S. Monthly Income Fund for Puerto Rico Residents, Inc.; and US Mortgage-Backed & Income Fund for Puerto Rico Residents, Inc. (the “UBS Family of Funds”).
*** The Funds consist of Puerto Rico Residents Bond Fund I; Puerto Rico Residents Tax-Free Fund, Inc.; Puerto Rico Residents Tax-Free Fund II, Inc.; Puerto Rico Residents Tax-Free Fund III, Inc.; Puerto Rico Residents Tax-Free Fund IV, Inc.; Puerto Rico Residents Tax-Free Fund V, Inc.; Puerto Rico Residents Tax-Free Fund VI, Inc. (the “Puerto Rico Residents Family of Funds”).
Interested Directors and Officers
Certain biographical and other information relating to the Interested Director and to the officers of the Fund is set forth below, including their birth year, their principal occupations for last five (5) years, the length of time served on the Board, if applicable, and the total number of portfolios overseen in the Fund Complex by them, if applicable.
| Name (Year of Birth) and Address |
Position(s) Held with the Fund |
Term of Office and Length of Time Served* |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in the Fund Complex Overseen by Director |
Other Directorships Held by Director | |||||
| Interested Director | ||||||||||
SAI-10
| Name (Year of Birth) and Address |
Position(s) Held with the Fund |
Term of Office and Length of Time Served* |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in the Fund Complex Overseen by Director |
Other Directorships Held by Director | |||||
| Carlos V. Ubiñas**** (1954)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Director, Chairman of the Board of Directors and President | Director since 2003, Chairman of the Board of Directors since 2012 and President since 2015. | Chairman of the Board of Directors of UBS Trust Company of Puerto Rico, since 2023; prior to that CEO and Chairman of UBS Financial Services Incorporated of PR and Head of UBS International. | The UBS Family of Funds (17 Funds Consisting of 22 Portfolios)** | None | |||||
| Officers | ||||||||||
| Luz Colon (1974)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Chief Compliance Officer | Chief Compliance Officer since 2013 | Executive Director and Chief Compliance Officer of UBS Asset Managers of Puerto Rico and the UBS Family of Funds. | N/A | None | |||||
| Heydi Cuadrado (1980)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Assistant Vice President | Assistant Vice President since 2019 | Director of UBS Trust Company of Puerto Rico, since March 2012. | N/A | None | |||||
| Leslie Highley (1946)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Senior Vice President and Treasurer | Senior Vice President and Treasurer since 2005. | Managing Director of UBS Trust Company of Puerto Rico; Senior Vice-President of UBS Financial Services Inc.; Senior Vice President of the Puerto Rico Residents Family of Funds; President of Dean Witter Puerto Rico, Inc. since 1989 and Executive Vice President of the Government Development Bank for Puerto Rico. | N/A | None | |||||
SAI-11
| Name (Year of Birth) and Address |
Position(s) Held with the Fund |
Term of Office and Length of Time Served* |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in the Fund Complex Overseen by Director |
Other Directorships Held by Director | |||||
| Liana Loyola (1961)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918) |
Secretary | Secretary since 2014. | Attorney in private practice since 2009. | N/A | None | |||||
| William Rivera (1958)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
First Vice President | First Vice President since 2005. | Executive Director of UBS Asset Managers of Puerto Rico, since 2011. | N/A | None | |||||
| Javier Rodríguez (1973)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Assistant Vice President and Assistant Treasurer | Assistant Vice President since 2205 and Assistant Treasurer since 2005. | Divisional Assistant Vice President, trader and portfolio manager of UBS Trust Company of Puerto Rico, since 2003. | N/A | None | |||||
| Gustavo Romañach (1974)
c/o UBS Trust Company of Puerto Rico, American International Plaza, Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918 |
Assistant Vice President | Assistant Vice President since 2019. | Director of UBS Asset Managers of Puerto Rico, since 2013. | N/A | None |
* Each Director holds his or her office from the time of their election and qualification until the election meeting for the year in which his or her term expires and until his or her successor shall have been elected and shall have qualified, or until his or her death, or until December 31 of the year in which he or she shall have reached eighty-five years of age, or until he or she shall have resigned or been removed. Each Officer is annually elected by and serves at the pleasure of the Board of Directors.
** The Funds consists of GNMA & US Government Target Maturity Fund for Puerto Rico Residents, Inc.; Multi-Select Securities Fund for Puerto Rico Residents; Short Term Investment Fund for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund III for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.; Tax-Free Fixed Income Fund VI for Puerto Rico Residents, Inc.; Tax Free Fund for Puerto Rico Residents, Inc.; Tax Free Fund II for Puerto Rico Residents, Inc.; Tax-Free High Grade Portfolio Bond Fund for Puerto Rico Residents, Inc.; Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc.; Tax-Free High Grade Portfolio Target Maturity Fund for Puerto Rico Residents, Inc.; Tax Free Target Maturity Fund for Puerto Rico
SAI-12
Residents, Inc.; U.S. Monthly Income Fund for Puerto Rico Residents, Inc.; and US Mortgage-Backed & Income Fund for Puerto Rico Residents, Inc. (the “UBS Family of Funds”).
*** The Funds consist of Puerto Rico Residents Bond Fund I; Puerto Rico Residents Tax-Free Fund, Inc.; Puerto Rico Residents Tax-Free Fund II, Inc.; Puerto Rico Residents Tax-Free Fund III, Inc.; Puerto Rico Residents Tax-Free Fund IV, Inc.; Puerto Rico Residents Tax-Free Fund V, Inc.; Puerto Rico Residents Tax-Free Fund VI, Inc. (the “Puerto Rico Residents Family of Funds”).
**** Considered an “Interested Director” as that term is defined in Section 2(a)(19) of the 1940 Act as a result of his employment with the Fund’s investment adviser, or an affiliate thereof.
Director Qualifications
In determining that a particular Director was qualified to serve on the Board, the Board has considered each Director’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Director satisfies this standard. An effective Director may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each Director should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of Directors are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Director as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Agustin Cabrer. Mr. Cabrer was the President of Starlight Development Group, Inc., a real estate development company, from 1995 to 2014. He is the President of Antonio Roig Sucesores since 1995 (real estate development), a Partner of Desarrollos Roig since 1995, Desarrollos Agricolas del Este S.E. since 1995, and El Ejemplo, S.E. since 1995 (real estate development). He is also a Partner, Pennock Growers, Inc. since 1998, Partner and Managing Director of RERBAC Holdings, LLP since 2004 (real estate development), Director of V. Suarez & Co. since 2002, V. Suarez Investment Corporation since 2002, V. Suarez International Banking Entity, Inc. since 2002, Villa Pedres, Inc. since 2002, and Caparra Motor Service since 1998, Director of TC Management from 2002 to 2013, Officer of Candelero Holdings & Management, Inc. from 2001 to 2013, 100% owner, President and Registered Principal (Agent) of Starlight Securities Inc. since 1995 (registered broker-dealer), former Member of the Board of Trustees of the University of Puerto Rico, Partner and Officer of Grupo Enersol, LLC since 2013 (solar photovoltaic developer), President of Libra Government Building, Inc. since 1997, Partner of Cometa 74, LLC since 1998, Vice-President of Candelario Point Partners, Inc. since 1998 and Officer of Marbella Development, Corp. from 2001 to 2014. He has been an Independent Director since 2003 and is a member of the Audit Committee. He oversees 17 funds consisting of 22 portfolios.
Vicente J. León. Mr. León had been an Independent Director of the Funds from 2008 to 2019 and since 2021. For the past five years, Mr. León is an independent business consultant and in 2020 and 2021 was a consultant to the Audit Committee of the Funds. He is a former Member and Vice Chairman of the Board of Directors and Chairman and Financial Expert of the Audit Committee of Triple S Management Corp. (a Public Company) from 2000 to 2012, past president of the Puerto Rico Society of Certified Public Accountants and a former Partner at KPMG LLP. He is Chairman of the Audit Committee, the Audit Committee Financial Expert, and oversees 17 funds consisting of 22 portfolios.
Carlos J. Nido. Mr. Nido has been the President of Green Isle Capital LLC, a Puerto Rico Venture Capital Fund under law 185 investing primarily in feature films and healthcare, since 2015. He is also President and Executive Producer of Piñolywood Studios LLC. He also serves as a member of the Board of Grupo Ferré Rangel, GFR Media, LLC, the UBS Puerto Rico family of Mutual Funds, B. Fernández & Hnos. Inc., Puerto Rico Ambulatory Surgery Center, and the San Jorge Children’s Foundation; Member of the Advisory Board of Advent Morro Private Equity Funds. Former Senior Vice President of Sales of El Nuevo Día, President of Del Mar Events. He is the former President and founder of Virtual, Inc. and Zona Networks and General Manager of Editorial Primera Hora from 1997 until 1999. He has been an Independent Director since 2007 and oversees 24 funds consisting of 29 portfolios.
Luis M. Pellot. Mr. Pellot has been the President of Pellot-González, Tax Attorneys & Counselors at Law, PSC since 1989. He is also a member of the Puerto Rico Bar Association, Puerto Rico Manufacturers Association, Puerto Rico Chamber of Commerce, Puerto Rico General Contractors Association, Puerto Rico Hotel & Tourism Association and Hispanic National Bar Association and President of Tax Committee, Puerto Rico Chamber of Commerce from 1996 to 1997. He has been an Independent Director and member of the Audit Committee of the UBS Family of Funds since 2003. He has been an Independent Director since 2003 and oversees 24 funds consisting of 29 portfolios.
Clotilde Pérez. Ms. Perez has been a corporate development consultant since 2022; Vice President Corporate Development Officer of V. Suárez & Co., Inc. from 1999 to 2022; former Member of the Board of Trustees of the University of the Sacred Heart from
SAI-13
2005 to 2019; Member of the Board of Directors of Campofresco Corp. since 2012; Partner of Infogerencia Inc. since 1985; former Member of the Board of Directors of Grupo Guayacan, Inc., EnterPrize, Inc., and Puerto Rico Venture Forum from 1999 to 2013; Vice President Venture Capital, PR Economic Development Bank from 1993-1996; and Associate Professor of Finance, University of Puerto Rico, Rio Piedras Campus from 1987-1992. She has been an Independent Director since 2009 and oversees 24 funds consisting of 29 portfolios.
Jose J. Villamil. Mr.Villamil is Chairman of the Board and Chief Executive Officer of Estudios Técnicos, Inc.; Member of the Board of Governors of United Way of Puerto Rico; Chairman of the Puerto Rico Manufacturer’s Association’s Committee on Competitiveness; Chairman of the Board of BBVA-PR from 1998 to 2012; founding Director of the Puerto Rico Community Foundation and the Aspen Institute’s Non-Profit Sector Research Fund; former Member of the New York Federal Reserve Bank’s Community Affairs Roundtable; former President of the Puerto Rico Chamber of Commerce, as well as former Chairman of its Economic Advisory Council; former President of the Inter-American Planning Society; former President of the Puerto Rico Economics Association; former Chairman of the Puerto Rico-2025 Commission (formerly, Alianza para el Desarrollo); former Chairman of the Commission on the Economic Future of Puerto Rico; former professor of the Economics Department of the University of Pennsylvania’s Wharton School and Graduate School of Arts and Sciences and former Professor of Planning at the University of Puerto Rico. Mr. Villamil has served on numerous Boards such as, the Boards of the Ponce School of Medicine, St. John’s School and the Ana G. Méndez University System, the Board of the National Puerto Rican Coalition in Washington, and on the Board of Economists of Hispanic Business. In 2009, Mr. Villamil was appointed as a Member of the Economic Advisory Council as well as Chairman of the Strategic Planning Committee of the State Human Resources and Occupational Development Council; Director of UBS Family of Funds from 2013-2019 and since 2021. He has been an Independent Director since 2021 and oversees 17 funds consisting of 22 portfolios.
Carlos V. Ubiñas. Mr. Ubinas is Chairman of the Board of Directors and President of the UBS Family of Funds. He is also Chairman of the Board of Directors of UBS Trust Company of Puerto Rico. He joined UBS in 1989 and during that time has served numerous roles including CEO and Chairman of UBS Financial Services Incorporated of PR and Head of UBS International. Prior to joining UBS, he was Senior Executive Vice President of Government Development Bank for Puerto Rico. He has been an Interested Director since 2015 and oversees 17 funds consisting of 22 portfolios.
Leadership Structure and Oversight Responsibilities of the Board
The Board is responsible for overseeing the Investment Adviser’s management and operations of the Fund pursuant to an investment advisory contract (the “Advisory Agreement”). Directors also have significant responsibilities under the federal securities laws. Among other things, they
| ● | oversee the performance of the Fund; |
| ● | monitor the quality of the advisory and shareholder services provided by the Investment Adviser; |
| ● | review annually the fees paid to the Investment Adviser for its services; |
| ● | monitor potential conflicts of interest between the Fund and the Investment Adviser; |
| ● | monitor distribution activities, custody of assets and the valuation of securities; and |
| ● | oversee the Fund’s compliance program. |
In performing their duties, Directors receive detailed information about the Fund and the Investment Adviser on a regular basis and meet at least quarterly with management of the Investment Adviser to review reports relating to the Fund’s operations. The Directors’ role is to provide oversight and not to provide day-to-day management.
The Chairman of the Board is an interested person of the Fund as that term is defined under Section 2(a)(19) of the 1940 Act because of his affiliation with the Investment Adviser. The remaining Directors and their immediate family members have no affiliation or business connection with the Investment Adviser, the Fund’s principal underwriter or any of their affiliated persons and do not own any stock or other securities issued by the Investment Adviser or the Fund’s principal underwriter.
Mr. Ubiñas, the Chairman of the Board, is an Interested Director because of his affiliation with the Investment Adviser. The Independent Directors have designated Mr. Cabrer as the lead Independent Director. In that capacity, Mr. Cabrer generally acts as chairman of meetings or executive sessions of the Independent Directors and, when appropriate, represents the views of the Independent Directors to management. The Board has determined that its leadership structure is appropriate for the Fund because it enables the Board to exercise informed and independent judgment over matters under its purview, allocates responsibility among committees in a manner that fosters effective oversight and allows the Board to devote appropriate resources to specific issues in a flexible manner as they arise. The Board periodically reviews its leadership structure as well as its overall structure, composition and functioning and may make changes in its discretion at any time.
SAI-14
Risk Oversight by the Board
As mentioned above, the Board oversees the management of the Fund and meets at least quarterly with management of the Investment Adviser to review reports and receive information regarding the Fund’s operations. Risk oversight relating to the Fund is one component of the Board’s oversight and is undertaken in connection with the duties of the Board. As described above, the Board’s committees assist the Board in overseeing various types of risks relating to the Fund. The Board receives reports from committees regarding their areas of responsibility and, through those reports and its interactions with management of the Investment Adviser during and between meetings, analyzes, evaluates and provides feedback on the Investment Adviser’s risk management process. In addition, the Board receives information regarding, and has discussions with senior management of the Investment Adviser about, the Investment Adviser’s risk management systems and strategies. The Fund’s Chief Compliance Officer (“CCO”) reports to the Board at least quarterly regarding compliance and legal risk concerns. In addition to quarterly reports, the CCO provides an annual report to the Board in accordance with the Fund’s compliance policies and procedures. The CCO regularly discusses relevant compliance and legal risk issues affecting the Fund during meetings with the Independent Directors. The CCO updates the Board on the application of the Fund’s compliance policies and procedures and discusses how they mitigate risk. The CCO also is in charge of reporting to the Board regarding any problems associated with the Fund’s compliance policies and procedures that could expose the Fund to risk. There can be no assurance that all elements of risk, or even all elements of material risk, will be disclosed to or identified by the Board.
Compensation of Directors
Each Independent Director receives a stipend from the Fund of $1,000 for attendance at each meeting of the Board, up to $500 for attendance at each special meeting of the Board, and $500 for attendance at each meeting of the Audit Committee. The Independent Directors do not receive retirement or other benefits as part of their compensation. The following table sets forth the compensation earned by the Independent Directors from the Fund for the fiscal year ended June 30, 2024, and the total compensation paid to them by the Affiliated Funds for the calendar year ended December 31, 2023:
| Name of Independent Director |
Aggregate Compensation from Fund |
Retirement Benefits Accrued |
Annual Benefits Upon Retirement |
Total Compensation from Affiliated Funds Paid to Independent Directors | ||||
| Luis M. Pellot(1)(2) |
$6,159.66 | N/A | N/A | $ 152,500.00 | ||||
| Vicente J. León(2)(3)(4) |
$6,159.66 | N/A | N/A | $ 103,000.00 | ||||
| Agustin Cabrer(2)(3) |
$6,159.66 | N/A | N/A | $ 104,500.00 | ||||
| Carlos Nido(1)(3) |
$4,159.66 | N/A | N/A | $ 108,500.00 | ||||
| Clotilde Pérez (1)(2) |
$4,159.66 | N/A | N/A | $ 126,000.00 | ||||
| Jose J. Villamil(3)(4) |
$4,159.68 | N/A | N/A | $ 69,500.00 |
| (1) | Independent Director who serves on the boards of the twenty-four Affiliated Funds. |
| (2) | Ms. Perez is an Independent Director who serves on the Audit Committee of the seven Puerto Rico Residents Family of Funds. Messrs. Pellot, León and Cabrer are Independent Directors who serve on the Audit Committee of each of the seventeen UBS Family of Funds. |
| (3) | Independent Director who serves on the boards of the seventeen UBS Family of Funds. |
| (4) | Fund By-Laws allow Directors to hold their positions until reaching eighty -five (85) years of age. |
Beneficial Ownership of Equity Securities in the Fund and Affiliated Funds by Each Director
The following table sets forth the dollar range of equity securities beneficially owned by each director as of June 30, 2024:
| Name of Director |
Dollar Range of Equity Securities in the Fund |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Affiliated Funds | ||||||||
| Luis M. Pellot |
$0 | $0 | ||||||||
| Vicente J. León |
$0 | $0 | ||||||||
| Agustin Cabrer |
$0 | $0 | ||||||||
| Clotilde Pérez |
$0 | $0 | ||||||||
| Carlos Nido |
$0 | $10,001 - $50,000 | ||||||||
| Jose J. Villamil |
$0 | $0 | ||||||||
| Carlos V. Ubiñas |
$50,001 - $100,000 | $500,0001 - $1,000,000 | ||||||||
SAI-15
As of November 30, 2024, the directors and officers of the Fund as a group beneficially owned an aggregate of less than 1% of the Fund’s outstanding Shares. As of December 31, 2023, based on information provided by each of the Independent Directors, none of the Independent Directors or their immediate family members owned beneficially or of record any securities of the Investment Adviser, the Fund’s principal underwriter or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with such entities.
None of the directors and officers of the Fund have entered into any material transactions with the Fund during the last two calendar years; provided, however, that certain of the directors and officers of the Fund are employees of entities which have entered into material agreements with the Fund, as described herein.
Indemnification of Directors and Officers
The Fund has obtained directors’ and officers’ liability insurance for its Directors and Officers. The Fund’s certificate of incorporation contains a provision that exempts Directors from personal liability for monetary damages to the Fund or its shareholders for violations of the duty of care, to the fullest extent permitted by the Puerto Rico General Corporation Law. The Fund has also agreed to indemnify its Directors and Officers for certain liabilities to the fullest extent permitted by Puerto Rico law. Pursuant to Section 17(h) of the 1940 Act, such indemnification of the Directors would not protect a Director from liability to the Fund or its shareholders from liability that the Director would otherwise be subject to by reason of such Director’s own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties as a Director.
Management, Advisory and Other Service Arrangements
Investment Advisory Arrangements
Subject to the oversight of the Board, investment advisory services are provided to the Fund by the Investment Adviser, UBS Asset Managers of Puerto Rico, a division of UBS Trust Company of Puerto Rico, pursuant to the Advisory Agreement. As compensation for its investment advisory services and pursuant to the Advisory Agreement, the Fund pays the Investment Adviser an advisory fee at an annual rate of 0.50% of its average daily net assets.
As of September 30, 2024, the Investment Adviser serves as investment adviser to funds with combined portfolio assets of approximately $1.7 billion. UBS Trust Company of Puerto Rico, an affiliate of the Fund and UBS Financial Services Inc., is a trust company organized and validly existing under the laws of Puerto Rico.
The following table sets forth the management fees paid by the Fund for the last three fiscal years:
| Management Fee Net of Expense Reimbursement Paid |
Expense Reimbursement | |||||||
| Fiscal year ended June 30, 2024 |
$ | 411,847 | $ | 87,123 | ||||
| Fiscal year ended June 30, 2023 |
$ | 665,525 | $ | (24,141 | ) | |||
| Fiscal year ended June 30, 2022 |
$ | 1,164,486 | $ | 1,805,050 | ||||
Pursuant to the Advisory Agreement, the Investment Adviser is not liable for any loss, expense, cost, or liability arising out of any error in judgment or any action or omission, including any instruction given to the Fund’s custodian unless (i) such action or omission involved an officer, director, employee or agent of the Investment Adviser, and (ii) such loss, expense, cost, or liability arises out of the Investment Adviser’s gross negligence, willful malfeasance, bad faith or reckless disregard of the Investment Adviser’s duties. The Investment Adviser may rely on any notice or communication (written or oral) reasonably believed by it to be genuine. These limitations shall not act to relieve the Investment Adviser from any responsibility or liability for any responsibility, obligation or duty that the Investment Adviser may have under state statutes, the laws of Puerto Rico or any federal securities law which is not waivable.
Unless earlier terminated as described below, the Advisory Agreement is initially in effect for a period of two years from the date of execution and will remain in effect from year to year thereafter if approved annually by a vote of a majority of the Independent
SAI-16
Directors. The Advisory Agreement provides that it will terminate automatically if assigned (as defined in the 1940 Act). The Advisory Agreement also provides that it may be terminated without penalty (i) at any time by a unanimous vote of the Independent Directors, (ii) on sixty days’ written notice by the Investment Adviser or (iii) on sixty days’ written notice to the Investment Adviser by the vote of a majority of the outstanding voting securities of the Fund.
UBS Trust Company of Puerto Rico, the Fund’s Administrator, and the Fund have entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”), whereby the Administrator will pay the Fund’s other expenses in order to ensure that the Fund’s net total operating expenses (excluding taxes, leverage, interest, brokerage commissions, dividends or interest expenses on short positions, acquired fund fees and expenses and extraordinary expenses) after fee waivers and/or expense reimbursements do not exceed 1.00% of the Fund’s average daily net assets attributable to each share class of the Fund.. The Fund may have to repay some of these waivers and/or reimbursements during the following three years. Any such repayment period is limited to three years from the date of the waiver/reimbursement. Any repayment by the Fund to the Administrator must not cause the Fund’s expenses, after the repayment is taken into account, to exceed (i) the expense limitation at the time the fees are waived and (ii) the expense limitation in effect at the time of such reimbursement. The Expense Limitation Agreement is effective through January 31, 2026, and may be renewed for subsequent periods; provided such continuance is approved by a vote or a majority of the Independent Directors. Prior to January 31, 2026, the Expense Limitation Agreement may not be terminated by either party.
The Fund and the Investment Adviser have also entered into a Yield Floor Agreement, whereby the Investment Adviser will pay Fund operating expenses and waive or reimburse its advisory fees as necessary so that the net operating expenses of the Fund do not exceed the Fund’s income for any given day. The Fund may have to repay some of these waivers/reimbursements during the following three years. Any such repayment period is limited to three years from the date of the waiver/reimbursement. Any such repayment by the Fund to the Investment Adviser must not cause the Fund’s expense ratio, after the repayment is taken into account, to exceed both (1) the expense cap in place at the time such amounts were waived, and (2) the Fund’s current expense cap. Additionally, such repayment by the Fund to the Investment Adviser shall not cause the Fund’s next distribution rate to be lower than the distribution rate in effect at the time the expense was initially waived/reimbursed. The Yield Floor Agreement is effective through January 31, 2026, and may be renewed for subsequent periods upon written agreement of the Fund and UBS AMPR. UBS AMPR may terminate the Yield Floor Agreement upon thirty days’ written notice to the Fund.
Information Regarding the Portfolio Managers
Leslie Highley, Jr., Javier Rodriguez and Heydi Cuadrado are the portfolio managers of the Fund and are primarily responsible for the day-to-day management of the Fund’s portfolio.
Other Funds and Accounts Managed
The following table sets forth information about the funds and accounts other than the Fund for which the Fund’s portfolio managers (the “Portfolio Managers” and in each case, a “Portfolio Manager”) are primarily responsible for the day-to-day portfolio management as of June 30, 2024.
| Number of Other Accounts Managed and Assets by Account Type |
Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based | |||||||||||
| Portfolio Manager | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | ||||||
| Leslie Highley, Jr. |
23 $1.7 billion |
0 $0 |
0 $0 |
0 $0 |
0 $0 |
0 $0 | ||||||
| Javier RodrÍguez |
2 $114 million |
0 $0 |
0 $0 |
0 $0 |
0 $0 |
0 $0 | ||||||
| Heydi Cuadrado |
0 $0 |
0 $0 |
0 $0 |
0 $0 |
0 $0 |
0 $0 | ||||||
Portfolio Manager Compensation Overview
The discussion below describes the Portfolio Manager’s compensation as of June 30, 2024.
Portfolio Manager Compensation at the Investment Adviser
Portfolio Manager compensation consists primarily of base pay, an annual cash bonus and long-term incentive payments.
SAI-17
Salary. Base pay is determined based upon an analysis of each Portfolio Manager’s general performance, experience, and market levels of base pay for such position.
Bonus. Each Portfolio Manager is eligible for discretionary incentive compensation which is determined considering a number of factors, including, without limitation, individual performance relative to expectations and/or objectives as agreed with the respective manager, and the achievement of financial and non-financial objectives by the business area and UBS (and its parents, subsidiaries and affiliates, including without limitation UBS Group AG) and legal and/or regulatory obligations.
Deferred Compensation. UBS retains the right to pay any part of such incentive compensation as deferred compensation, in accordance with the terms and conditions of the UBS deferred compensation plans and award programs and the restrictions imposed by Section 409A of the U.S. Code (Section 409A). Certain key employees of the Investment Adviser, including certain portfolio managers, have received profits interests as deferred compensation, which entitle their holders to participate in the firm’s growth over time.
Retirement Plans and arrangements. Employees of the Investment Adviser, including each Portfolio Manager, are eligible to participate in the Puerto Rico Savings Plus Plan. The employees can choose to contribute a percentage of their eligible compensation, from 1% to 85%. The employees can elect to contribute before-tax, after-tax, to a Roth 401(k) or to a combination of the three. UBS will match a percentage of an employee’s eligible contribution. UBS will make additional retirement contributions on behalf of the employee, regardless of the employee contributions into the 401(k).
Portfolio Manager Beneficial Holdings
The following table shows the dollar range of securities owned beneficially and of record by each Portfolio Manager in the Fund and in all Affiliated Funds, including investments by his or her immediate family members and amounts invested through retirement and deferred compensation plans. This information is provided as of June 30, 2024.
| Name of Portfolio Manager |
Dollar Range of Shares of the Fund | Dollar Range of Equity Securities in the Affiliated Funds | ||
| Leslie Highley, Jr. |
$0 | $500,001 – $1,000,000 | ||
| Javier Rodriguez |
$0 | $0 | ||
| Heydi Cuadrado |
$0 | $0 |
Portfolio Manager Potential Material Conflicts of Interest
Each Portfolio Manager’s management of the Fund’s portfolio and other accounts could result in conflicts of interest if the Fund’s portfolio and other accounts have different objectives, benchmarks and fees. In addition, each Portfolio Manager allocates his or her time and investment expertise across multiple accounts, including the Fund’s portfolio. The Investment Adviser manages such competing interests for the time and attention of each Portfolio Manager by having the Portfolio Manager focus on a particular investment discipline. Each Portfolio Manager manages the Fund’s portfolio and other accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. Each Portfolio Manager manages accounts according to the appropriate model portfolio, including where possible, those accounts that have specific investment restrictions. Accordingly, portfolio holdings, position sizes and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interest.
If a Portfolio Manager identifies a limited investment opportunity that may be suitable for more than one account or model portfolio, the Fund’s portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible model portfolios and accounts. To deal with these situations, the Investment Adviser employs allocation methods intended to provide fair and equitable treatment to all accounts over time. The Investment Adviser may execute orders for the same security for both the Fund’s portfolio and other accounts. With respect to such orders, the Investment Adviser determines which broker to use to execute each order, consistent with its duty to seek best execution for the transaction. The Investment Adviser may aggregate trades of several accounts to obtain more favorable execution and lower brokerage commissions.
Certain investments may be appropriate for the Fund’s portfolio and also for other clients advised by the Investment Adviser and its affiliates, including other client accounts managed by the Fund’s Portfolio Managers. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. Frequently, a particular security may be bought or sold for only one client or in different amounts and at different times for more than one, but less than all clients. Likewise, because clients of the Investment Adviser and its affiliates may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. In such event, such transactions will be allocated among the clients of the Investment Adviser in a manner believed by the Investment Adviser to be equitable to each client. The investment results for the Fund may differ from the results achieved by other clients of the Investment Adviser and its affiliates and results among
SAI-18
clients may differ. In some cases, the allocation procedure could have an adverse effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund’s portfolio may be combined with those of other clients of the Investment Adviser and its affiliates in the interest of achieving the most favorable net results to the Fund’s portfolio. The Investment Adviser will not determine allocations based on whether it receives a performance-based fee from a particular client, if applicable.
In some cases, a conflict may also arise where a Portfolio Manager owns an interest in one fund or account he or she manages and not another.
Portfolio Transactions. The Investment Adviser is responsible for the execution of the Fund’s portfolio transactions. In executing portfolio transactions, the Investment Adviser seeks to obtain the best net results for the Fund, taking into account such factors as the price (including the applicable dealer spread or brokerage commission), size of order, difficulty of execution and operational facilities of the firm involved. While the Investment Adviser generally seeks the best price in placing orders, the Fund may not necessarily be paying the lowest price available. Securities in which the Fund invests generally are traded on a “net” basis without a stated commission through dealers acting for their own account and not as brokers. Prices paid to dealers in principal transactions of such securities generally include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell a specific security at that time. The Investment Adviser may allocate among advisory clients, including the Fund and other investment companies for which it acts as investment adviser, the opportunity to purchase or sell a security or investment that may be both desirable and suitable for them. There can be no assurance of equality of treatment among the advisory clients according to any particular or predetermined standards or criteria.
Administrator
UBS Trust Company of Puerto Rico serves as Administrator of the Fund. The Administrator is located at American International Plaza - Tenth Floor, 250 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918. The Administrator is a trust company organized and validly existing under the laws of Puerto Rico. The Administrator may retain one or more sub-administrators for the Fund.
Pursuant to an administration agreement with the Fund, the Administrator, subject to the overall supervision of the Board, provides facilities and personnel to the Fund in the performance of certain services including the determination of the Fund’s NAV and net income. The Administrator may enter into agreements with third parties to perform some or all of these tasks, subject to the oversight and ultimate responsibility of the Administrator. As compensation for its administration services to the Fund, the Administrator receives an administration fee equal to 0.05% of the Fund’s average daily net assets, payable monthly. The fees paid to the Administrator by the Fund for the fiscal years ended June 30, 2024, June 30, 2023, and June 30, 2022, were $41,185, $66,553 and $116,449, respectively.
The Administrator has delegated certain administrative duties with respect to the Fund to State Street Corporation (“State Street”). State Street is an American financial services and bank holding company headquartered in Boston with operations worldwide.
Independent Registered Public Accounting Firm.
Ernst & Young LLP (the “Auditor”), with offices located at One Manhattan West, New York, New York 10001, serves as the Fund’s independent registered public accounting firm. The Auditor also provides income tax compliance and consulting services to the Fund.
Custodian
The Fund’s securities and cash are held under a custody agreement between the Fund and UBS Trust Company of Puerto Rico, pursuant to which UBS Trust Company of Puerto Rico serves as custodian for the Fund’s assets (in such capacity, the “Custodian”). As compensation for its custody services, the Custodian receives a fee as agreed from time to time with the Fund; such fee is at a rate customarily paid to other custodians for the provision of similar services. The Custodian may retain the services of a sub-custodian, which may be its affiliate. The Fund has retained State Street Bank and Trust Company to perform certain custody functions for the Fund. The fees paid to the Custodian for the fiscal years ended June 30, 2024, June 30, 2023, and June 30, 2022, were $11,532, $18,635 and $32,605, respectively.
Transfer Agent and Registrar
Pursuant to the terms of the Transfer Agency, Registrar, and Shareholder Servicing Agreement between the Fund and UBS Trust Company of Puerto Rico, the latter is responsible for maintaining a register of the Shares for holders of record and opening and maintaining shareholder accounts (in such capacity, the “Transfer Agent”). As compensation for its transfer agency, registrar, dividend disbursing and shareholder services, the Transfer Agent receives a fee as agreed from time to time with the Fund. Such fee is at a rate customarily paid to other transfer agents for the provision of similar services. The Transfer Agent may retain the services of a sub-
SAI-19
transfer agent, which may be its affiliate. The fees paid to the Transfer Agent by the Fund for the fiscal years ended June 30, 2024, June 30, 2023, and June 30, 2022, were $39,038, $39,942 and $43,210, respectively.
Distributor
UBS Financial Services Inc. (the “Distributor”) serves as the distributor of the Shares. The Distributor acts as distributor of the Shares under a distribution agreement with the Fund (“Distribution Agreement”) which requires the Distributor to use its best efforts, consistent with its other business, in selling Shares. Shares of the Fund are continuously offered. The Distributor has adopted a Code of Ethics.
The Investment Adviser may pay its affiliate, the Distributor, compensation in connection with the sale of Shares in consideration of distribution, marketing support and other services at an annual rate of 0.05% of the value of the net assets invested in the Fund to be paid on a quarterly basis (although the Distributor may choose not to receive such payments, or receive a reduced amount, on assets held in certain types of accounts or wrap fee advisory programs).
Pricing of Shares
Computation of Offering Price Per Share
The Class A Shares are currently not available for purchase.
The price for buying or selling Shares will be based on the NAV of the applicable class of Shares that is next calculated after the Fund accepts your order. The Fund’s Administrator calculates NAV daily as of the close of the New York Stock Exchange (generally 4 p.m. New York time) on each day the NYSE is open for trading. For purposes of determining the NAV of a class of Shares, the market value of the securities plus any cash or other assets (including interest accrued but not yet received) held by the Fund attributable to such class of Shares minus all liabilities of the Fund (including borrowings and accrued interest thereon and other accrued expenses) attributable to such class of Shares is divided by the total number of Shares of such class outstanding at such time. Expenses, including the fees payable to the Investment Adviser, the Distributor, if any, and the Administrator, are accrued daily and paid monthly.
Portfolio Transactions and Brokerage
The Fund purchases portfolio securities from dealers and underwriters as well as from issuers. Securities are usually traded on a net basis with dealers acting as principal for their own accounts without a stated commission. Prices paid to dealers in principal transactions generally include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell a specific security at the time. When securities are purchased directly from an issuer and in the case of securities issued by affiliated Puerto Rico investment companies, no commissions or discounts are paid. When securities are purchased in underwritten offerings, they generally include a fixed amount of compensation to the underwriter.
For purchases or sales with broker-dealer firms that act as principal, the Investment Adviser seeks best execution. Although the Investment Adviser may receive certain research or execution services in connection with these transactions, it will not purchase securities at a higher price or sell securities at a lower price than would otherwise be paid if no weight was attributed to the services provided by the executing dealer. The Investment Adviser may engage in agency transactions and riskless principal transactions in over-the-counter securities in return for research and execution services. These transactions are entered into only pursuant to procedures designed to ensure that the transaction (including any applicable commissions) is at least as favorable as it would have been if effected directly with a market-maker that did not provide research or execution services.
Research services and information received from brokers or dealers are supplemental to the Investment Adviser’s own research efforts and, when utilized, are subject to internal analysis before being incorporated into its investment processes. Information and research services furnished by brokers or dealers through which or with which the Fund effects securities transactions may be used by the Investment Adviser in advising other funds or accounts and, conversely, research services furnished to the Investment Adviser by brokers and dealers in connection with other funds or accounts that it advises may be used in advising the Fund.
Investment decisions for the Fund and for other investment accounts managed by the Investment Adviser, including other Puerto Rico investment companies, are made independently of each other in light of differing considerations for the various accounts. However, it is often the case that the same investment decision is made for the Fund and one or more other accounts. In those cases, simultaneous transactions are inevitable. Purchases or sales are then allocated between the Fund and the other account(s) as to amount in a manner deemed equitable to the Fund and the other account(s). While in some cases this practice could have a detrimental effect upon the price or value of the security as far as a Fund is concerned, or upon its ability to complete its entire order, in other cases it is believed that simultaneous transactions and the ability to participate in volume transactions will benefit the Fund.
SAI-20
The following table sets forth the aggregate amount of brokerage commissions paid by the Fund for the last three fiscal years:
| Brokerage Commissions Paid |
Brokerage Commissions Paid to Affiliates and Affiliates of Affiliates | |||
| Fiscal year ended June 30, 2024 |
$0 | $0 | ||
| Fiscal year ended June 30, 2023 |
$0 | $0 | ||
| Fiscal year ended June 30, 2022 |
$0 | $0 |
Tax Information
See “Dividends and Taxes” in the Fund’s prospectus.
Beneficial Owners
Principal Shareholders
As of December 21, 2024, UBS Financial Services Inc. FBO Grace Marie Valdes, 250 Munoz Rivera Avenue, San Juan, Puerto Rico 00918-1808 beneficially owned 5.62% of the Fund’s Class A Shares.
Proxy Voting Policies
The Board has delegated to the Investment Adviser the responsibility to vote proxies for the Fund’s portfolio securities pursuant to the Investment Adviser’s proxy voting guidelines and procedures (the “Proxy Voting Policy”).
The Investment Adviser shall submit to the Board for its review its Proxy Voting Policy. The Board shall review and determine that such Proxy Voting Policy and related procedures are reasonably designed to address conflicts of interest and to ensure that the Investment Adviser will vote all proxies in the best interests of the Fund’s shareholders.
A Proxy Voting Committee, comprised of representatives of the Fund, will oversee and review the Investment Adviser’s Proxy Voting Policy as well as receive any summary reports and updates regarding proxies voted by the Investment Adviser.
The Fund believes that voting proxies in accordance with the Proxy Voting Policy of the Investment Adviser helps to ensure that voting decisions in situations where there may be a material conflict of interest between the interests of the Fund or any of its affiliates and those of a shareholder are made in the best interest of the Fund’s shareholders. In addition, because of the broad and diverse nature of the business of the Fund and its affiliated companies, it is not practical for the Fund to seek to identify all actual, potential or material conflicts of interest with respect to every proxy voting matter. To ensure that the Fund does not make a voting decision for clients where a material conflict is present, in the event that the Proxy Voting Policy of the Investment Adviser is not applied, or is not able to provide guidance on how to vote, the Fund may seek voting instructions from the majority of Independent Directors of the Board, vote securities in proportion to the votes cast by all other shareholders, retain an independent third party to make the voting decisions, or take such other steps as may be appropriate to resolve the conflict as determined by the Proxy Voting Committee in consultation with the Fund’s Legal Counsel.
The Fund may not vote proxies in certain circumstances, including but not limited to, situations where a) the securities are no longer held; b) the proxy or other relevant materials were not received in sufficient time to allow an appropriate analysis by Investment Adviser to allow a vote to be cast by the voting deadline; or c) the Fund concludes that the cost of voting the proxy will exceed the potential benefit.
SAI-21
The Fund or a service provider on behalf of the Fund will maintain the following records for a period of at least six years:
| i. | A copy of the Proxy Voting Policy of the Investment Adviser and any related procedures or voting guidelines, as may be amended from time to time, and copies of all recommendations with respect to specific proxy votes; |
| ii. | Copies of proxy statements received regarding securities held by the Fund, unless these materials are available electronically through the SEC’s EDGAR system; |
| iii. | A record of each proxy vote cast on behalf of the Fund; |
| iv. | A copy of any internal documents created by the Fund that were material to making the decision how to vote proxies on behalf of clients; and |
| v. | Each written request for information on how the Fund voted proxies and each written response by the Fund to oral or written requests for this information. |
The Fund will provide to shareholders this Proxy Voting Policy and a record of how the Fund voted proxies, promptly on request.
If applicable, information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2024, is available without charge, upon request, by calling 1-787-250-3600 or from the Fund’s website at www.ubs.com/prfunds, and on the SEC’s website at http://www.sec.gov.
Portfolio Holdings Disclosure Policies and Procedures
The Investment Adviser has adopted policies and procedures with respect to the disclosure of the Fund’s portfolio securities. These policies and procedures are designed to ensure that such disclosure is in the best interests of the Fund’s shareholders. As a general matter, the Fund will not disclose (or authorize its Investment Adviser, transfer agent, Auditor, Administrator, Custodian or Distributor to disclose) portfolio holdings information to any person or entity except as follows:
| • | To persons providing services to the Fund who have a need to know such information in order to fulfill their obligations to the Fund, such as portfolio managers, administrators, custodians, pricing services, proxy voting services, accounting and auditing services, research and trading services, and the Board; |
| • | In connection with periodic reports that are available to shareholders and the public; |
| • | Pursuant to a regulatory request or as otherwise required by law; |
| • | To persons approved in writing by the CCO; or |
| • | On the Fund’s website. A complete listing of the Fund’s holdings may be posted on the Fund’s website on a periodic basis. Holdings will be posted with an “as-of date.” |
The Fund will disclose its portfolio holdings in its annual and semi-annual financial statements included in Form N-CSR and in Form N-PORT, as filed with the SEC.
The Fund may choose to make portfolio holdings available to rating agencies such as Lipper, Morningstar or Bloomberg earlier and more frequently on a confidential basis.
Under limited circumstances, as described below, the Fund’s portfolio holdings may be disclosed to, or known by, certain third parties in advance of their filing with the SEC on Form N-CSR or Form N-PORT. In each case, a determination has been made that such advance disclosure is supported by a legitimate business purpose and that the recipient is subject to a duty to keep the information confidential.
The Adviser. Personnel of the Investment Adviser, including personnel responsible for managing the Fund’s portfolio, may have full daily access to Fund portfolio holdings because that information is necessary in order for the Investment Adviser to provide its management, administrative and investment advisory services to the Fund. As required for purposes of analyzing the impact of existing and future market changes on the prices, availability, demand and liquidity of such securities, as well as for the assistance of the portfolio manager in the trading of such securities, Investment Adviser personnel may also release and discuss certain portfolio holdings with various broker-dealers.
Transfer Agent, Auditor and Administrator. The transfer agent, Auditor and Administrator for the Fund have full daily access to the Fund’s portfolio holdings because that information is necessary in order for each to provide the agreed-upon services for the Fund.
Custodians. Personnel of the Fund’s Custodian have full daily access to the Fund’s portfolio holdings because that information is necessary in order for them to provide the agreed-upon services for the Fund.
SAI-22
Independent Auditor. The Fund’s Auditor and its personnel have access to the Fund’s portfolio holdings in connection with auditing of the Fund’s annual financial statements and providing assistance and consultation in connection with SEC filings.
Counsel. The Fund’s counsel and counsel to the Fund’s Independent Directors have access to the Fund’s portfolio holdings in connection with the review of the Fund’s annual and semi-annual shareholder reports and SEC filings.
Additions to List of Approved Recipients. The Fund’s Chief Compliance Officer is the person responsible, and whose prior approval is required, for any disclosure of the Fund’s portfolio securities at any time or to any persons other than those described above. In such cases, the recipient must have a legitimate business need for the information and must be subject to a duty to keep the information confidential. There are no ongoing arrangements in place with respect to the disclosure of portfolio holdings. In no event shall the Fund, the Investment Adviser or any other party receive any direct or indirect compensation in connection with the disclosure of information about the Fund’s portfolio holdings.
Compliance with Portfolio Holdings Disclosure Procedures. The Fund’s Chief Compliance Officer will report periodically to the Board with respect to compliance with the Fund’s portfolio holdings disclosure procedures, and from time to time will provide the Board any updates to the portfolio holdings disclosure policies and procedures.
Financial Statements
The Fund’s audited financial statements, financial highlights and notes thereto and the auditor’s report thereon, appearing in the Fund’s annual financial statements for the fiscal year ended June 30, 2024, are included in Form N-CSR, as filed with the SEC and are incorporated by reference herein. Such financial statements include presentations and disclosures in accordance with guidance set forth by Regulation S-X. The Fund’s annual and semi-annual financial statements may be obtained without charge by calling (787) 250-3600 or on the Fund’s website at www.ubs.com/prfunds. The information contained in, or that can be accessed through, the Fund’s website is not part of this SAI.
Additional Information
Common Stock
The Shares have no preemptive or conversion rights. Each Share has equal voting, dividend, distribution and liquidation rights. Shareholders of the Fund are entitled to one vote for each full Share held and fractional votes for fractional Shares held. All voting rights for the election of Directors are noncumulative, which means that the holders of more than 50% of the Shares can elect 100% of the directors then nominated for election if they choose to do so, and in such event, the holders of the remaining Shares will not be able to elect any directors.
Code of Ethics
The Board, on behalf of the Fund, the Investment Adviser and the principal underwriter have each adopted a code of ethics in compliance with Rule 17j-1 of the 1940 Act (each a “Code of Ethics”). Each Code of Ethics is designed to ensure, among other things, that all “Access Persons” conduct their personal securities transactions in a manner where shareholders’ interests are placed first and foremost, and consistent with the law. “Access Persons” generally include all Directors and Officers of the Fund and the Investment Adviser, as well as certain employees and control persons of the Fund, Investment Adviser, Distributor or principal underwriter (or any company in a controlled relationship to the Fund and Investment Adviser) who have access to information regarding the purchase or sale of securities by the Fund.
Each Code of Ethics requires Access Persons to comply with various requirements in connection with the securities transactions by Access Persons, including obtaining prior written approval before purchasing, selling or transferring any security, subject to certain exceptions listed in the Code of Ethics. Each Code of Ethics identifies specific transactions which Access Persons are prohibited from executing. Each Code of Ethics also imposes on Access Persons certain confidentiality obligations, reporting obligations, limitations on outside business activities and certain other obligations. Each Code of Ethics requires all Access Persons (other than Access Persons who are Independent Directors) to submit: (1) an initial and subsequently an annual holdings report disclosing all reportable securities owned by the Access Person and any reportable securities accounts maintained by the Access Person (initial holdings reports must be filed within ten days of becoming a Access Person, Independent Directors are not required to file this report); (2) quarterly reports of security investment transactions and new securities accounts; and (3) an annual certification that they have read and understand the Code of Ethics, that they have complied with its requirements during the preceding year, and that they have disclosed or reported all personal transactions/holdings required to be disclosed or reported. Interested Directors of the Fund have additional reporting requirements.
SAI-23
The Code of Ethics can be viewed online or downloaded from the EDGAR Database on the SEC’s internet web site at www.sec.gov.
Counsel
The law firm of DLA Piper (Puerto Rico) LLC, located at Ochoa Building Suite 401, 500 de la Tanca Street, San Juan, Puerto Rico, serves as counsel to the Fund.
Shareholder Communication to the Board
The Board has established a process for shareholders to communicate with the Board. Shareholders may contact the Board by mail. Correspondence should be addressed to UBS Puerto Rico Funds c/o Luz Colon, 1000 Harbor Boulevard, Weehawken, NJ 07086 or electronically at: [email protected]. Shareholder communication to the Board should include the following information: (a) the name and address of the shareholder; (b) the number of shares owned by the shareholder and (c) if these shares are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial intermediary or other record owner. All correspondence received as set forth above shall be reviewed by the Secretary of the Fund and reported to the Board.
SAI-24
PART C — OTHER INFORMATION
OTHER INFORMATION
Item 28. Exhibits
EXHIBIT
Item 29. Person Controlled or Under Common Control With Registrant
The Registrant does not control and is not under common control with any other person.
Item 30. Indemnification
The Fund has obtained directors’ and officers’ liability insurance for its directors and officers. The Fund’s certificate of incorporation contains a provision that exempts directors from personal liability for monetary damages to the Fund or its shareholders for violations of the duty of care, to the fullest extent permitted by the Puerto Rico General Corporation Law. The Fund has also agreed to indemnify its directors and officers for certain liabilities to the fullest extent permitted by Puerto Rico law. Pursuant to Section 17(h) of the 1940 Act, such indemnification of the Directors would not protect a Director from liability to the Funds or their shareholders from liability that the Director would otherwise be subject to by reason of such Director’s own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties as a Director.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (“the Act”), may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
UBS AMPR, a division of UBS Trust Company of Puerto Rico, acts as investment adviser to the Registrant. UBS AMPR serves as investment adviser to other open-end and closed-end management investment companies. The description of UBS AMPR provided in the body of this Registration Statement on Form N-1A under the heading “Management, Advisory and Other Service Arrangements” is incorporated by reference herein.
Information as to the directors and officers of UBS AMPR, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of UBS AMPR in the last two years, is included in UBS AMPR’s application for registration as an investment adviser on Form ADV (File No. 801-120846) filed under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.
Item 32. Principal Underwriters
(a) UBS Financial Services Inc. acts as the principal underwriter or placement agent, as applicable, for each of the following open-end and closed-end registered investment companies, including the Registrant:
Short Term Investment Fund for Puerto Rico Residents, Inc.,
U.S. Monthly Income Fund for Puerto Rico Residents, Inc.,
Tax Free Fund for Puerto Rico Residents, Inc.,
Tax Free Fund II for Puerto Rico Residents, Inc.,
Tax Free Target Maturity Fund for Puerto Rico Residents, Inc.,
Tax-Free High Grade Portfolio Target Maturity Fund for Puerto Rico Residents, Inc.,
Tax-Free High Grade Portfolio Bond Fund for Puerto Rico Residents, Inc.,
Tax-Free High Grade Portfolio Bond Fund II for Puerto Rico Residents, Inc.,
GNMA & US Government Target Maturity Fund for Puerto Rico Residents, Inc.,
Tax-Free Fixed Income Fund for Puerto Rico Residents, Inc.,
Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.,
Tax-Free Fixed Income Fund III for Puerto Rico Residents, Inc.,
Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc.,
Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.
Tax-Free Fixed Income Fund VI for Puerto Rico Residents, Inc.
Multi-Select Securities Fund for Puerto Rico Residents
US Mortgage Backed & Income Fund for Puerto Rico Residents, Inc.
Puerto Rico Residents Bond Fund I
Puerto Rico Residents Tax-Free Fund, Inc.
Puerto Rico Residents Tax-Free Fund II, Inc.
Puerto Rico Residents Tax-Free Fund III, Inc.
Puerto Rico Residents Tax-Free Fund IV, Inc.
Puerto Rico Residents Tax-Free Fund V, Inc.
Puerto Rico Residents Tax-Free Fund VI, Inc.
(b) Set forth below is information concerning each director and officer of UBS Financial Services Inc. The principal business address of each such person is 1200 Harbor Boulevard, Weehawken, NJ 07086.
| Name |
Positions and Offices with Underwriter |
Position and Offices with Fund | ||
| Mattone, Ralph |
Director and Chief Financial Officer | None | ||
| Torres, Sara |
Assistant Treasurer | None | ||
| Francomano, Lisa |
Registered Investment Advisor Chief Compliance Officer | None | ||
| Milgraum, Sheryl |
Assistant Secretary, Director and Coordinator | None | ||
| Hession, Mina |
Secretary, Executive Director and Corporate Administrator | None | ||
| Collins, Chip |
Assistant Treasurer | None | ||
| Pinero, George |
BSA/AML Officer | None | ||
| McKibben, Charles |
Assistant Treasurer | None | ||
| Sakai, Kiye |
General Counsel | None | ||
| Munfa, Lauren |
Chief Compliance Officer | None | ||
| da Cunha, Cleberson |
Treasurer | None | ||
| Peterson, Kyle |
Entity Risk Officer | None | ||
| Rupp, Carl |
Funding Control Officer | None | ||
| Matuz, Judit |
Coordinator | None | ||
| Owino, James |
Coordinator Alternate | None | ||
| Braga-Kaljaj, Toni |
Coordinator Deputy | None | ||
| Camacho, Michael |
Director, Chair, President and Responsible Executive | None | ||
| Mozer, Peter |
Director | None | ||
| Buist, Eileen |
Assistant Secretary and Executive Director | None | ||
| Salva, Laurence |
Assistant Treasurer | None | ||
| Forschino, Brian |
Assistant Treasurer | None | ||
| Hunter, Sarah |
Assistant Treasurer | None | ||
| Cadavid, John |
Chief Information Security Officer | None | ||
| Name |
Positions and Offices with Underwriter |
Position and Offices with Fund | ||
Item 33. Location of Accounts and Records
Omitted pursuant to Instruction 3 of Item 33 of Form N-1A.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of San Juan, and Commonwealth of Puerto Rico, on the 27th day of December, 2024.
| SHORT TERM INVESTMENT FUND FOR PUERTO RICO RESIDENTS, INC. |
| /s/ CARLOS V. UBIÑAS |
| Carlos V. Ubiñas, President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /S/ CARLOS V. UBIÑAS Carlos V. Ubiñas |
Director, Chairman of the Board and President (Principal Executive Officer) |
December 27, 2024 | ||
| /S/ LESLIE HIGHLEY, JR. Leslie Highley, Jr. |
Senior Vice President and Treasurer (Principal Financial and Accounting Officer) |
December 27, 2024 | ||
| /S/ AGUSTIN CABRER* Agustin Cabrer |
Director | |||
| /S/ VICENTE J. LEÓN* Vicente J. León |
Director | |||
| /S/ CARLOS NIDO* Carlos Nido |
Director | |||
| /S/ LUIS M. PELLOT* Luis M. Pellot |
Director | |||
| /S/ CLOTILDE PÉREZ* Clotilde Pérez* |
Director | |||
| /S/ JOSÉ J. VILLAMIL* José J. Villamil* |
Director | |||
| By*: |
/s/ LIANA LOYOLA | |
| Liana Loyola | ||
| Attorney-in-Fact | ||
| December 27, 2024 |
EXHIBIT INDEX
| Exhibit |
Name | |
| (h)(2) | Expense Limitation and Reimbursement Agreement | |
| (j) | Consent of Ernst & Young LLP | |
ATTACHMENTS / EXHIBITS
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Gores Holdings XI, Inc. Announces Pricing of $312 Million Initial Public Offering
- Wolters Kluwer appoints Kumiko Minowa to lead CCH Tagetik across Asia Pacific and Japan
- COSCIENS Biopharma Inc. Announces Details of Share Capital Amendment
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!



Tweet
Share