SEC Division of Investment Management staff letter: Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.

SIDLEY AUSTIN LLP
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+1 212 839 8744
KLIEKEFETT@SIDLEY.COM
April 24, 2026
Via Email (IMshareholderproposals@sec.gov)
U. S. Securities and Exchange Commission
Division of Investment Management
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Proposal Submitted by Ocean Capital LLC to Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. Dear Ladies and Gentlemen:
On behalf of Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc., a Puerto Rico for-profit corporation (the “Fund”), and pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we hereby notify the Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) that the Fund intends to exclude a shareholder proposal received on February 20, 2026 (together with the related supporting statement, the “Proposal”) from Ocean Capital LLC (the “Proponent”) from the proxy materials (the “Proxy Materials”) for the Fund’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). This notice is being submitted electronically in accordance with Staff Legal Bulletin No. 14D (Nov. 7, 2008). Pursuant to the Statement Regarding the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season issued on November 17, 2025 (the “Division Statement”), the Fund represents without qualification that it has a reasonable basis to exclude the Proposal based on the provisions of Rule 14a-8, prior published guidance and/or judicial decisions, for the reasons set forth in this notice. On behalf of the Fund, we request that the Staff respond to this notice that it will not object to the omission of the Proposal from the Proxy Materials, in accordance with the Division Statement. THE PROPOSAL On February 20, 2026, the Fund received a letter from the Proponent submitting its shareholder proposal to be included in the Fund’s 2026 Proxy Materials to terminate the Fund’s

advisor, attached hereto as Exhibit A. The Proposal contained in that letter is reproduced as follows:
RESOLVED, all existing investment advisory and management agreements (the “Agreements”) between Tax-Free Fixed Income Fund V for Puerto Rico Residents (the “Fund”) and its advisor shall be terminated by the Fund, pursuant to the right of shareholders as embodied in Section 15(a)(3) of the Investment Company Act of 1940 and as required to be included in such agreements, such termination to be effective no more than sixty days following the date hereof. The Fund has consistently failed to maximize shareholder value. As reported in public filings, during the six months ended September 30, 2025, the Fund’s stock traded at a 43.8% discount to net asset value (“NAV”)1 —almost double its discount to NAV around the time of the Fund’s inception.2 This represents a significantly larger discount than the closed-end fund market as a whole, which was trading at an average 4.50% discount as of February 13, 2026.3 During that same period, the Fund’s total investment return based on market value was 13.28%, decreasing over 50% as compared to the preceding fiscal year.4 Additional financial metrics regarding the Fund are available in its Certified Shareholder Report, filed December 5, 2025. We believe that, given the Fund’s inability to maximize shareholder value, termination of the Agreements would allow the Fund to initiate a competitive, open process to secure a more suitable investment advisor that can strengthen the Fund’s performance through lower fees, new perspectives and a revamped investment strategy. Based on public filings, the only investment advisory agreement we are aware of is between the Fund and UBS Asset Managers of Puerto Rico.5 We believe shareholder support of this proposal could encourage the Fund to take other actions, including reevaluating its operations, which may lead to an increase in share value, directly benefiting its shareholders. We believe our interests align with other shareholders, and our intent with this proposal is to maximize shareholder value, not to cause a liquidation of the Fund. While terminating the Agreement could result in some near-term disruptions and costs associated with securing a new investment advisor, we believe that over the longer term, terminating the Agreement will serve all shareholders. If a new permanent advisory agreement is not entered into, the Fund could become internally managed on an interim or permanent basis.6 Despite disruption risks, we believe beginning the process of replacing the current Agreements will facilitate the selection of an investment advisor able to bring fresh perspectives and advise the Fund on terms more favorable to the Fund. Please vote “FOR” Proposal [1]: Terminate Advisory Agreements. 1 See Semi-Annual Certified Shareholder Report, filed on December 5, 2025. 2 See Semi-Annual Certified Shareholder Report, filed on December 8, 2021.

3 See the U.S. Closed-End Funds Summary of Average Premium and Discount Report as of February 13, 2026, available at https://www.cefa.com/sitefiles/live/docs/reports/premiumdiscounts/2026/PanD_02_13_2026.pdf. 4 See Semi-Annual Certified Shareholder Report, filed on December 5, 2025. 5 See Semi-Annual Certified Shareholder Report, filed on December 5, 2025. 6 1940 Act, Section 270.15a-4. BASIS FOR EXCLUSION The Proposal may be excluded under Rule 14a-8(i)(3) because it contains materially false and misleading statements about the Proposal’s intent and near-certain effect. Rule 14a-8(i)(3) permits a registrant to exclude a shareholder proposal where “the proposal or supporting statement is contrary to any of the SEC’s proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy solicitation materials.” As explained in Staff Legal Bulletin No. 14B (Sep. 15, 2004) (“SLB No. 14B”), Rule 14a-8(i)(3) may permit exclusion of all or part of a shareholder proposal or supporting statement if, among other things, a company “demonstrates objectively” that a factual assertion is materially false or misleading. The Staff has permitted exclusion of the entire proposal in instances where the misstatements at issue were so fundamental to the proposal that they made it materially false and misleading in its entirety. See e.g., Wells Fargo & Co. (Mar. 5, 2025) (concurring in the exclusion of a proposal where certain factual statements in the proposal were materially false and misleading to an extent that rendered the proposal, taken as a whole, materially false and misleading); Dominion Energy, Inc. (Mar. 17, 2025) (concurring in the exclusion of a proposal where the proposal contained materially false statements in relation to the company’s governance matters such that the proposal taken as a whole was materially false and misleading); JPMorgan Chase & Co. (Apr. 2, 2025) (concurring in the exclusion of a proposal where portions of the supporting statement were factually incorrect and rendered the proposal materially false or misleading); Supernus Pharmaceuticals, Inc. (Apr. 30, 2025) (concurring in the exclusion of a proposal that misstated the company’s director election voting standard). Set forth below are the most material false and misleading statements in the Proposal (reproduced in bold), together with an explanation of why those statements are false or misleading. The discussion below references the track record of five funds where the Proponent caused the termination of the Fund’s investment adviser through identical proposals, and in four of the

The supporting statement states that “our intent with this proposal is to maximize
shareholder value, not to cause a liquidation of the Fund” (emphasis added).
This statement is disproven by the track record of the four Controlled Funds, where the Proponent submitted similar proposals to terminate those funds’ investment advisory agreements and took control of the boards of directors through concurrent proxy contests.6 Like those funds, the Proponent has initiated proxy contests at the Fund with the express goal of electing directors who would consider, among other things, a liquidation of the Fund.7 The Fund expects that the Proponent will initiate another proxy contest at the 2026 Annual Meeting. Each of the Controlled Funds has since liquidated or is currently seeking shareholder approval to effectively liquidate.8 Evidencing the Proponent’s commitment and urgency to liquidate, the Controlled Funds filed proxy statements seeking shareholder approval to effectively liquidate even before the effective termination date of the existing agreement.9

The fact that each of the Proponent’s controlled boards has immediately sought liquidation of the fund in response to the termination of their advisory agreements clearly demonstrates that such result was the Proponent’s intent in submitting those proposals, together with the accompanying proxy contests to take control of the boards. The only reasonable conclusion is that the Proponent’s intent in submitting the Proposal is also to cause a liquidation of the Fund. By misrepresenting its intent in submitting this Proposal, the supporting statement deceives the Fund’s shareholders into believing that the likely result of the Proposal is not the liquidation that the Proponent intends. Thus, this false statement results in the entire Proposal being false and misleading.
2. The supporting statement states “termination of the Agreements would allow the
Fund to initiate a competitive, open process to secure a more suitable investment advisor that can strengthen the Fund’s performance through lower fees, new perspectives and a revamped investment strategy” (emphasis added). 6 PRITF I., PRITF IV, PRITF VI, TFF I. 7 DEFC14A filed by the Proponent with respect to the Fund on July 27, 2022 (“If elected, our nominees will be committed to putting shareholders’ interests first and evaluating all avenues to maximize value, including, but not limited to, consideration of the reestablishment of a share repurchase program, the liquidation of the Fund to realize its net asset values and other value-unlocking initiatives.” (emphasis added)). 8 Form N-8F, filed by PRITF I on December 5, 2025 (disclosing that the fund had liquidated), Form N-8F, filed by PRITF VI on December 5, 2025 (same), Form N-8F, filed by TFF I on December 17, 2025 (same), and PRE 14A filed by PRITF IV on February 23, 2026 (disclosing that the fund is seeking shareholder approval to cease operations as an investment company and following a sale of substantially all of the Fund’s securities, pay a dividend with the proceeds of such sale to shareholders). 9 DEF 14A filed by PRITF I, PRITF VI and TFF I on July 17, 2025 (agreements terminated effective July 19, 2025); PRE 14A filed by PRITF IV on February 23, 2026 (agreement terminated effective March 9, 2026).

3. The supporting states that “we believe beginning the process of replacing the
current Agreements will facilitate the selection of an investment advisor able to bring fresh perspectives and advise the Fund on terms more favorable to the Fund” (emphasis added).
4. The supporting statement states that “[i]f a new permanent advisory agreement
is not entered into, the Fund could become internally managed on an interim or permanent basis” (emphasis added). These predictions about the effect of the Proposal’s approval are disproven by the track record of the Controlled Funds and the Orphaned Fund, where the Proponent submitted similar proposals. As set forth above, the Controlled Funds did not select a permanent investment adviser or become internally managed. Instead, they almost immediately moved for liquidation. Three of the Controlled Funds concluded after a brief ‘request for proposal’ inquiry that “an additional search for a long-term investment advisor was not in the best interests of the shareholders at the time.”10 The fourth Controlled Fund did not even consider whether a long-term replacement adviser would be available or desirable for the fund, based on its disclosures.11 None of these funds disclosed whether they considered becoming internally managed. Unlike the funds controlled by the Proponent’s directors, the Orphaned Fund sought and obtained shareholder approval of a temporary investment adviser to serve through November 30,
2026. Because the Orphaned Fund only obtained approval of a temporary investment adviser, and
recently came under the control of the Proponent’s directors, the fund’s future trajectory following approval of that agreement remains uncertain. In sum, the Proposal’s rosy predictions for the future of the Fund following approval of the Proposal are wholly belied by the uncertain and disruptive reality that has faced the five funds where the Proponent passed identical proposals. The inclusion of these false and misleading statements renders the Proposal, taken as a whole, false and misleading. CONCLUSION For the foregoing reasons, on behalf of the Fund, we request that the Staff respond to this notice that it will not object to the omission of the Proposal from the Proxy Materials, in accordance with the Division Statement. 10 DEF 14A filed by PRITF I, PRITF VI, and TFF I on August 19, 2025. 11 PRE 14A filed by PRITF IV on February 23, 2026.

If the Staff has any questions or would like additional information, please contact me at (212) 839-8744 or kliekefett@sidley.com. Sincerely yours, /s/ Kai H.E. Liekefett Kai H.E. Liekefett Enclosure: Exhibits cc: Ocean Capital LLC Harold Vicente-Colón, Vicente & Cuebas Michael L. Charlson, Vinson & Elkins L.L.P. Marisa Antonelli, Vinson & Elkins L.L.P. John Johnston, Vinson & Elkins L.L.P. Eric S. Goodwin, Sidley Austin LLP Owen Meacham, Fund Counsel

Exhibit A
Proposal
[See attached]

1
OCEAN CAPITAL LLC
GAM Tower, 2 Tabonuco Street, Suite 200
Guaynabo, Puerto Rico 00968
February 20, 2026
VIA OVERNIGHT DELIVERY AND ELECTRONIC MAIL
Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.
250 Muñoz Rivera Avenue
American International Plaza, Tenth Floor
San Juan, Puerto Rico 00918
Attn: Liana Loyola, Secretary
Re: Shareholder Proposal for the 2026 Annual Meeting Madam:
I am writing to you on behalf of Ocean Capital LLC (“Ocean Capital” or “we”), a significant shareholder of Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (the “Fund”). We are respectfully submitting this proposal consistent with, and as permitted by, Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended, in support of proper corporate governance of the Fund. We believe that the Fund has chronically underperformed in recent years and that to improve its performance, the Fund should, among other things, terminate its current advisory agreements with its investment advisor, UBS Asset Managers of Puerto Rico. Following such a termination, the Fund could then initiate a renewed bidding process to negotiate a new, more suitable investment advisory agreement. In accordance with Rule 14a-8, we are submitting the attached shareholder proposal, Terminate Advisory Agreements, to be included in the Fund’s proxy statement for the 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and for a vote by shareholders at such meeting. Rule 14a-8 requirements have been, and will continue to be, met, including the continuous ownership of the required stock value for the prescribed period of time until after the date of the 2026 Annual Meeting and presentation of the proposal at the 2026 Annual Meeting. As of the close of business on February 20, 2026, Ocean Capital beneficially owned, and had beneficially owned continuously for at least one year, shares of common stock in the Fund worth at least $25,000 in market value, and each share is entitled to vote on the proposal. Ocean Capital will maintain ownership of the required amount of shares, determined in accordance with Rule 14a-8, through the date of the 2026 Annual Meeting. Pursuant to Rule 14a-8(b)(2)(ii)(A), proof of Ocean Capital’s ownership is attached hereto as Exhibit A. I will attend the 2026 Annual Meeting in my capacity as the managing member of Ocean Capital to move the resolution, pursuant to Rule 14a-8(h). The submitted format, with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication. Ocean Capital welcomes the opportunity to discuss this proposal with the Fund. We are available to meet with the Fund in person or via teleconference any time between 9:00 a.m. and 5:30 p.m. AST on March 3, 2026, March 4, 2026 and March 5, 2026. To schedule a meeting, we can be reached at 770-777- 9373, extension 104, or by email at the address below. *

3
[Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.]
[Rule 14a-8 Shareholder Proposal, submitted by Ocean Capital LLC on February 20, 2026] [This line and any line above it is not for publication.] Proposal [1]: Terminate Advisory Agreements RESOLVED, all existing investment advisory and management agreements (the “Agreements”) between Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (the “Fund”) and its advisor shall be terminated by the Fund, pursuant to the right of shareholders as embodied in
Section 15(a)(3) of the Investment Company Act of 1940 and as required to be included in such
agreements, such termination to be effective no more than sixty days following the date hereof. The Fund has consistently failed to maximize shareholder value. As reported in public filings, during the six months ended September 30, 2025, the Fund’s stock traded at a 43.8% discount to net asset value (“NAV”)1 —almost double its discount to NAV around the time of the Fund’s inception.2 This represents a significantly larger discount than the closed-end fund market as a whole, which was trading at an average 4.50% discount as of February 13, 2026.3 During that same period, the Fund’s total investment return based on market value was 13.28%, decreasing over 50% as compared to the preceding fiscal year.4 Additional financial metrics regarding the Fund are available in its Certified Shareholder Report, filed December 5, 2025. We believe that, given the Fund’s inability to maximize shareholder value, termination of the Agreements would allow the Fund to initiate a competitive, open process to secure a more suitable investment advisor that can strengthen the Fund’s performance through lower fees, new perspectives and a revamped investment strategy. Based on public filings, the only investment advisory agreement we are aware of is between the Fund and UBS Asset Managers of Puerto Rico.5 We believe shareholder support of this proposal could encourage the Fund to take other actions, including reevaluating its operations, which may lead to an increase in share value, directly benefiting its shareholders. We believe our interests align with other shareholders, and our intent with this proposal is to maximize shareholder value, not to cause a liquidation of the Fund. While terminating the Agreement could result in some near-term disruptions and costs associated with securing a new investment advisor, we believe that over the longer term, terminating the Agreement will serve all shareholders. If a new permanent advisory agreement is not entered into, the Fund could become internally managed on an interim or permanent basis.6 Despite disruption risks, we believe beginning the process of replacing the current Agreements will facilitate the selection of an investment advisor able to bring fresh perspectives and advise the Fund on terms more favorable to the Fund. Please vote “FOR” Proposal [1]: Terminate Advisory Agreements. [This above line – Is for publication. Please assign the correct proposal number in the two places.] 1 See Semi-Annual Certified Shareholder Report, filed on December 5, 2025. 2 See Semi-Annual Certified Shareholder Report, filed on December 8, 2021. 3 See the U.S. Closed-End Funds Summary of Average Premium and Discount Report as of February 13, 2026, available at https://www.cefa.com/sitefiles/live/docs/reports/premium-discounts/2026/PanD 02 13 2026.pdf. 4 See Semi-Annual Certified Shareholder Report, filed on December 5, 2025. 5 See Semi-Annual Certified Shareholder Report, filed on December 5, 2025. 6 1940 Act, Section 270.15a-4. *

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Notes:
Ocean Capital LLC, GAM Tower, 2 Tabonuco Street, Suite 200, Guaynabo, Puerto Rico 00968, sponsored this proposal. Proposal [1] – Means [1] is the placeholder for the Fund to assign the number in the proxy statement. This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including the following excerpt (emphasis added):
... going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;
the company objects to factual assertions that, while not materially false or
misleading, may be disputed or countered;
the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or
proponent or a referenced source, but the statements are not identified specifically as such. We believe that it is appropriate under Rule 14a-8 for companies to address these objections in their statements of opposition. See also: Sun Microsystems, Inc. (July 21, 2005). Please note that the title of the proposal is part of the proposal. In the interest of clarity and to avoid confusion, the title of this and each other ballot item is requested to be consistent throughout all the proxy materials. This proposal is not intended to be more than 500 words. Should it exceed 500 words after notification to the proponent then the words that exceed 500 words shall be taken out of the proposal starting with the last full sentence of the proposal and moving upwards as needed to omit full sentences. Please do not insert any management words between the top line of the proposal and the concluding line of the proposal. *

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