RegAlert2026-04-24
Added
SEC Division of Investment Management staff letter: Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc.
Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. requests that the SEC Staff not object to the exclusion of a shareholder proposal from Ocean Capital LLC from the Fund's 2026 proxy materials. The Fund argues the proposal is materially false and misleading under Rule 14a-8(i)(3) because the proponent’s intent is to liquidate the Fund, contrary to the proposal's statement that it seeks to maximize shareholder value. The Fund cites a track record where similar proposals led to the liquidation of four other funds controlled by the proponent. The Fund asserts that the proponent’s predictions of securing a new advisor or internal management are disproven by the liquidation of those prior funds.
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SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019
+1 212 839 5300
+1 212 839 5599 FAX
AMERICA x ASIA PACIFIC x EUROPE
+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
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