Form DFRN14A Tax-Free Fixed Income Filed by: Ocean Capital LLC

September 17, 2021 12:02 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE 14A

 

 

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

(Amendment No. 3)

 

Filed by the Registrant  
Filed by a Party other than the Registrant  

 

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

 

Tax-Free Fixed Income Fund V For Puerto Rico Residents, Inc.

(Name of Registrant as Specified in its Charter)

 

 

 

Ocean Capital LLC
WILLIAM Heath Hawk
José R. Izquierdo II

Roxana Cruz-Rivera

Brent D. Rosenthal

 

 

 

(Name Of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

No fee required.

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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Title of each class of securities to which transaction applies:

 

    (2)   Aggregate number of securities to which transaction applies:
         
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
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    (5)   Total fee paid:
         
 

Fee paid previously with preliminary materials.

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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2021 ANNUAL MEETING OF SHAREHOLDERS OF
Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.

 

AMENDMENT NO. 3 TO PROXY STATEMENT
OF
OCEAN CAPITAL LLC

 

annual meeting of shareholders

 

scheduled to be held on September 24, 2021

 

Please vote the BLUE Proxy Card to elect our slate of highly-qualified nominees and for our proposal to repeal any provision of, or amendment to, the Bylaws adopted by the Board without shareholder approval subsequent to July 9, 2021

 

Please sign, date and mail the enclosed BLUE Proxy Card today!

 

Ocean Capital LLC, a Puerto Rico limited liability company (“Ocean Capital,” “we,” “us,” or “ours”) is filing this amendment (this “Amendment”) to its definitive proxy statement dated July 28, 2021 (as amended by Amendment No. 1 dated August 2, 2021 and Amendment No. 2 dated August 30, 2021, the “Proxy Statement”) in connection with the election of our four (4) nominees to the board of directors (the “Board”) of Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (the “Fund”) and our proposal to repeal any provision or amendment to the Fund’s bylaws (the “Bylaws”) adopted by the Board without shareholder approval subsequent to July 9, 2021 (i.e., the date we submitted our nomination notice to the Fund), each at the annual meeting of shareholders (the “Annual Meeting”).

 

According to the Fund’s Amendment No. 5 to its definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2021, the Fund reconvened and then adjourned the Annual Meeting for a third time without transacting any other business on September 10, 2021. The Annual Meeting will be held virtually at 2:00 p.m., Eastern Time, on September 24, 2021.

 

WE URGE YOU TO VOTE ON OUR BLUE PROXY CARD FOR THE ELECTION OF OUR NOMINEES AND FOR THE PROPOSAL TO REPEAL ANY PROVISION OF, OR AMENDMENT TO, THE BYLAWS ADOPTED BY THE BOARD WITHOUT SHAREHOLDER APPROVAL SUBSEQUENT TO JULY 9, 2021.

 

According to the Fund’s Amendment No. 5 to its definitive proxy statement, the record date for the adjourned Annual Meeting remains June 9, 2021. Shareholders who have already voted do not need to recast their votes unless they wish to change their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked. Shareholders who have not already voted are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.

 

REVOCATION OF PROXIES

 

If you are a shareholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

 

signing, dating and returning the enclosed BLUE Proxy Card (the latest dated proxy is the one that counts);

 

submitting a proxy with new voting instructions using the internet or telephone voting system as indicated on the BLUE Proxy Card;

 

delivering a written notice of revocation or a later dated proxy for the Annual Meeting to Ocean Capital LLC, c/o Morrow Sodali, 509 Madison Avenue, Suite 1206, New York, NY 10022, or to the secretary of the Fund; or

 

attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

 

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee. If you attend the Annual Meeting and you beneficially own shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to revoke your prior given proxy. You must have written authority from the record owner (e.g., by obtaining a legal proxy) to vote your shares held in its name at the Annual Meeting.

 

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ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

Shareholders can obtain copies of Ocean Capital’s definitive proxy statement, any amendments or supplements to the proxy statement, and other documents filed by Ocean Capital with the SEC for no charge at the SEC’s website at www.sec.gov.

 

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Morrow Sodali LLC, at the address and telephone numbers set forth below. Additionally, if you are a fund advisor with clients who wish to vote for our nominees by voting on the BLUE Proxy Card, please contact our proxy solicitor for assistance.

 

 

 

509 Madison Avenue Suite 1206

New York, NY 10022

Stockholders Call Toll Free: (800) 662-5200

Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400

Email: ocean@investor.morrowsodali.com

 

 

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