Ocean Capital Responds to UBS Puerto Rico Closed-End Bond Funds’ Refusal to Acknowledge Shareholder Vote at TFF I’s Annual Meeting

Issues Statement in Response to the Funds’ Refusal to Acknowledge the Fair and Lawful Shareholder Vote in Favor of Ocean Capital’s Nominees at a Third Closed-End Bond Fund

Highlights that Ocean Capital’s Highly Qualified Director Candidates – Ethan Danial, José Izquierdo II and Brent D. Rosenthal – Were Elected by TFF I Shareholders by a 37-1 Margin Based on a Preliminary Vote Tally Provided by Broadridge

Exposes Funds’ Low-Road Attempt to Oppress Free Speech and Waste Shareholder Capital by Sending a Cease-and-Desist Notice to Ocean Capital

Ocean Capital LLC (collectively with its affiliates, “Ocean Capital” or “we”), a significant shareholder of numerous Puerto Rico closed-end bond funds (the “Funds”), which are managed or co-managed by an affiliate of UBS Financial Services Incorporated of Puerto Rico (“UBS”), today released the following statement regarding the latest anti-shareholder tactics taken by the UBS Funds in connection with Ocean Capital’s nearly-two-year campaign to affect shareholder-driven change in the Funds’ boardrooms.

In its latest attempts to entrench the Funds’ Boards of Directors and silence the voices of shareholders, UBS has:

1. Refused to acknowledge the legitimate and lawful shareholder vote that took place on March 9, 2023, at the Tax Free Fund for Puerto Rico Residents, Inc. (“TFF I”) 2022 Annual Meeting of Shareholders (the “Annual Meeting”), in which Ocean Capital’s three highly-qualified, independent nominees – Ethan Danial, José Izquierdo II and Brent D. Rosenthal – were elected by an overwhelming 37-1 margin by TFF I shareholders – literally a vote of at least 4.75 million for each of the Ocean Capital nominees versus a paltry 130,000 for the incumbents.
   
   
   
   
   • This follows the Funds’ refusal to acknowledge the legitimate and lawful shareholder vote at Puerto Rico Residents Tax-Free Fund, Inc. (“PRITF I”) last March and Puerto Rico Residents Tax-Free Fund VI, Inc. (“PRITF VI”) last December, where Ocean Capital’s director candidates – José Izquierdo II and Brent D. Rosenthal – were also elected by PRITF VI shareholders by wide 3-1 and 7-2 margins based on a preliminary vote tally provided by Broadridge and confirmed by the Funds in their own public filings. Ocean Capital’s nominees have still not been seated as directors at PRITF I over 12 months after shareholders voted for our candidates.
     
     
     
     
2. Sent a cease-and-desist notice to Ocean Capital related to its distribution of advertisements that sought to encourage shareholders to exercise their right to vote at the Funds’ upcoming annual meetings, which have now been adjourned yet again, this time to June 1, 2023.

W. Heath Hawk, managing member of Ocean Capital, commented:

“Since we began our value-enhancing campaigns for change nearly two years ago, the UBS-managed Funds have repeatedly demonstrated a clear disregard for shareholder democracy and sound corporate governance. At this point, we are not surprised that the Funds have now for the third time refused to acknowledge the legitimate and lawful shareholder vote that took place most recently at TFF I’s 2022 Annual Meeting held on March 9^th, at which quorum was present and Ocean Capital’s nominees were elected by an incredible 37-1 margin. Despite this, the Funds appear insistent on using low-road entrenchment tactics and deploying shameless amounts of shareholder capital to fight change that investors have repeatedly said with their overwhelming votes that they favor.

Unsurprisingly, the Funds are also attempting to suppress Ocean Capital’s right to free speech and economically intimidate us by sending a cease-and-desist letter related to our advertisements aimed at encouraging shareholders to exercise their right to vote at the annual meetings. We find this particularly troubling because the Funds have refused to solicit votes for any of the meetings. This only underscores our belief that the Funds seem intent on preventing a fair shareholder vote from occurring because every time quorum has been reached at the annual meetings, Ocean Capital’s nominees have been elected by wide margins.

Ocean Capital will continue to use all resources at our disposal to compel UBS and its affiliates to honor the shareholder votes that will see our director candidates seated on the Boards of Directors of PRITF I, PRITF VI and now – TFF I. We intend to facilitate boardroom-level change across the Funds – no matter how long it takes or what it costs.”

Shareholders should visit www.ImproveUBSPRFunds.com to learn more about Ocean Capital’s campaigns for value-enhancing change at the Funds.

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

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

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

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Certain Information Concerning the Participants

To the Shareholders of Each of the Funds:

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

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