November 30, 2023

Andrea L. Reed
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603

Re: Puerto Rico Residents Tax-Free Fund, Inc. – Omission of Shareholder Proposal 
       Submitted by Ocean Capital LLC Pursuant to Rule 14a-8 

Dear Ms. Reed:

In a letter dated October 2, 2023, on behalf of Puerto Rico Residents Tax-Free Fund, Inc. (the “Fund”), you requested confirmation from the staff of the Division of Corporation Finance that it would not recommend enforcement action to the Securities and Exchange Commission if a shareholder proposal (the “Proposal”) submitted by Ocean Capital LLC (“Proponent”) is omitted from the proxy materials for the Fund’s 2023 annual meeting of shareholders (“Proxy Materials”). As the Fund is a registered investment company, the staff of the Division of Investment Management reviewed your request.

The Proposal provides:

RESOLVED, all investment advisory and management agreements between the Puerto Rico Residents Tax-Free Fund, Inc. and UBS Asset Managers of Puerto Rico and between the Fund and Popular Asset Management LLC 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.

You request our assurance that we would not recommend enforcement action if the Fund omits the Proposal from the 2023 proxy materials for the next scheduled shareholder meeting of the Fund pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. You argue that the Proposal may be excluded (1) pursuant to Rule 14a-8(i)(3) because the supporting statement contains materially false and misleading statements; and (2) pursuant to Rule 14a-8(i)(4) because the Proposal is designed to benefit the Proponent rather than other shareholders at large.

We are unable to concur in your view that the Fund may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(3) or Rule 14a-8(i)(4). We are unable to conclude that you have demonstrated objectively that the portions of the supporting statement you reference are materially false and misleading in violation of Rule 14a-9. We are also unable to conclude that the Proposal would result in a benefit to the Proponent not shared by other shareholders at large. Accordingly, we cannot assure the Fund that we would not recommend enforcement action if the Fund omits the Proposal from its Proxy Materials in reliance on Rule 14a-8(i)(3) or Rule 14a-8(i)(4).

Attached is a description of the informal procedures the Division of Investment Management follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please call me at 202-551-6782.

Attachment
cc:  C. Patrick Gadson (via email)
       William Heath Hawk (via email)