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As filed with the U.S. Securities and Exchange\nCommission on October 28, 2026

1933 Act File No. 333-259158
\n1940 Act File No. 811-23697

UNITED STATES SECURITIES\nAND EXCHANGE COMMISSION
\nWashington, D.C. 20549

Form N-1A

(Check appropriate box or boxes)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[X]
Post-Effective Amendment No. 5
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
Amendment No. 10

Popular High Grade\nFixed-Income Fund, Inc.
\n(Exact name of Registrant as Specified in Charter)

Popular Center North Building, Second Level (Fine\nArts),
\n209 Muñoz Rivera Avenue,
\nSan Juan, Puerto Rico 00918
\n(Address of Principal Executive Offices)

(Registrant’s Telephone Number, including\nArea Code): (787) 754-4488

Antonio J. Santos
\nSecretary
\nPopular Center North Building, Second Level (Fine Arts),
\n209 Muñoz Rivera Avenue,
\nSan Juan, Puerto Rico 00918
\n(Name and Address of Agent for Service)

October 28, 2026

Copies to:

\n \n \n \n

Brian McCabe

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street,

Boston, MA 02199

Angel M. Rivera
\nPopular Asset Management LLC
\nPopular Center North Building, Second Level
\n(Fine Arts),
\n209 Muñoz Rivera Avenue,
\nSan Juan, Puerto Rico 00918

It is proposed that this filing will become effective:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

[X]	immediately upon filing pursuant to Rule 485, paragraph (b)(1)
[ ]	on ________, pursuant to Rule 485, paragraph (b)(1)
[ ]	60 days after filing pursuant to Rule 485, paragraph (a)(1)
[ ]	on ________, pursuant to Rule 485, paragraph (a)(1)
[ ]	75 days after filing pursuant to Rule 485, paragraph (a)(2)
[ ]	on ________, pursuant to Rule 485, paragraph (a)(2)
[ ]	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

$\"\"$

TABLE OF CONTENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Fund Summary	1
Investment Objective	1
Fees and Expenses of the Fund	1
Principal Investment Strategies of the Fund	1
Principal Risks of Investing in the Fund	2
Performance Information	5
Investment Adviser	6
Portfolio Managers	6
Purchase and Sale of Fund Shares	6
Tax Information	6
Payments to Broker-Dealers and Other Financial Intermediaries	6
More Information About the Fund	7
Investment Objective	7
Investment Strategies	7
Investment Process	8
Risks of Investing in the Fund	9
Other Risks	12
Shareholder Information	13
Which Share Class Should I Choose?	13
Purchase of Shares	16
Redemption of Shares	17
Automatic Cash Withdrawal Plan	17
Special Redemption Fees on Short Term Trading	17
Frequent Purchases and Redemptions and Market Timing	17
Right to Reject or Restrict Purchase Orders	18
Management of the Fund	18
Investment Adviser	18
Portfolio Managers	18
Distribution	19
Potential Conflicts of Interest	19
Valuation of Shares	20
Dividends and Automatic Reinvestment	20
Taxation	20
Puerto Rico Taxation of the Fund	21
Puerto Rico Taxation of Fund Shareholders	21
United States Taxation of the Fund	23
United States Taxation of Qualifying Investors	23
United States Taxation of U.S. Investors	25
Financial Highlights	25
General Information	26
License Agreement	26
Additional Information Relating to Annual Reports and Semi-Annual Reports of the Fund	26
Statement of Additional Information	26
Contact Information	27

\n \n \n

Fund Summary

Investment Objective

The investment objective of Popular High Grade Fixed-Income\nFund, Inc. (the “Fund”) is to seek to provide a high level of current income that is consistent with the preservation of capital.

Fees and Expenses of the Fund

The following table describes the fees and expenses\nthat you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to\nyour financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional\n(each, a “Financial Intermediary”), which are not reflected in the table and example below. You may qualify for sales charge\ndiscounts if you and your spouse and children whose principal residence is within Puerto Rico invest, or agree to invest in the future,\nat least $50,000 in the Popular Family of Funds (as defined below). More information about these and other discounts is available from\nyour Financial Intermediary and in the “Shareholder Information” section on page 13 of the Fund’s prospectus and in\nAppendix B and page B-1 of the Fund’s statement of additional information.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Shareholder Fees (fees paid directly from your investment)	Class A Shares	Class\n I Institutional \n Shares*
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	2.50%	None
Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase price or redemption proceeds, whichever is lower)	None	None
Redemption Fee (as a percentage of amount redeemed, if applicable)¹	2.00%	2.00%

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Annual Fund Operating Expenses \n (expenses that you pay each year as a percentage of\n the value of your investment)	Class\n A Shares	Class\n I Institutional \n Shares*
Management\n Fee²	0.69%	0.69%
Distribution\n and/or Service (12b-1) Fee	0.25%	None
Other Expenses	1.50%	1.50%
Interest on\n reverse repurchase agreements³	1.56%	1.56%
Total Annual Fund Operating Expenses³	4.00%	3.75%

\n\n

There are no Class I Institutional Shares outstanding as of\nthe date of this prospectus.

\n\n

The Fund will impose a 2.00% redemption fee on redemptions\nmade within five business days after acquiring shares.

\n\n

Pursuant to an investment advisory agreement between the Fund\nand Popular Asset Management LLC (the “Adviser”), the Management Fee paid by the Fund is based on a rate of 0.50% per annum\nof the Fund’s average daily total assets, which includes leverage. The Management Fee in the table is greater than 0.50% since\nit is computed as a percentage of the Fund’s net assets for presentation therein.

\n\n

Reflects\n Interest and Leverage Expenses associated with an investment strategy to enhance portfolio\n yield. Excluding the leverage expenses, Total Annual Fund Operating Expenses would be 2.46%\n and 2.21% for Class A and Class I Institutional Shares, respectively.

Example:

This following example is intended to help you compare\nthe cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the\nFund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your\ninvestment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher\nor lower, based on these assumptions your costs would be:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	1\n Year	3\n Years	5\n Years	10\n Years
Class A Shares	$652	$1,468	$2,301	$4,456
Class I Institutional Shares	$377	$1,146	$1,934	$3,993

Portfolio Turnover:

The Fund pays transaction costs, such as commissions,\nwhen it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction\ncosts and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual operating\nexpenses or in the previous expense example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s\nportfolio turnover rate was 0% of the average value of its portfolio.

Principal Investment Strategies of the Fund

Under normal conditions, at least 90% of the Fund’s\ntotal assets will be invested in fixed-income securities that are rated, at the time of purchase, within the highest rating category by\na nationally recognized rating organization, or, if not rated, are considered by the Adviser to be of comparable credit quality. The Fund\nmay invest up to 10% of its total assets in securities which are rated below investment grade (also known as “junk bonds”)\nor, if unrated, are considered by the Adviser to be of comparable credit quality. For these purposes a security “below investment\ngrade”

\n \n \n

means a security for which the highest credit rating\nfrom any of Moody’s Investor Services, Inc. (“Moody’s”), S&P Global Ratings, a Division of S&P Global\nInc. (“S&P”) or Fitch Ratings (“Fitch”) does not satisfy one of the following criteria (i) “BBB”\nor higher by S&P, (ii) “Baa3” or higher by Moody’s, (iii) “BBB” or higher by Fitch.

Under normal circumstances, the Fund will invest up\nto 80% of its total assets in fixed-income securities of issuers located in the United States of America (the “U.S.”) that\nare rated, at the time of purchase, within the highest rating category by one or more nationally recognized statistical rating organizations\nor are deemed of comparable quality by the Adviser, and that may or may not be exempt from Puerto Rico income tax pursuant to the Puerto\nRico Internal Revenue Code of 2011, as amended (“PR Code”). At least 20% of the Fund’s assets will be invested in debt\nsecurities issued, or otherwise secured, by Puerto Rico issuers or assets located in Puerto Rico (“Puerto Rico Assets”).

The Fund will principally invest in the following types\nof securities:

\n\n

●

U.S. government agency obligations (“U.S. Government Obligations”),\nwhich are notes, bonds, and discount notes issued or guaranteed by U.S. federal government agencies or instrumentalities, as well as\nU.S. government-sponsored enterprises, including the Federal Home Loan Bank, Federal Farm Credit Bank, Federal National Mortgage Association\n(“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”);

\n\n

●

Mortgage-backed securities backed by mortgage loans on real property\nlocated in any state, territory or possession of the U.S. such as GNMA, FNMA, and FHLMC mortgage-backed securities;

\n\n

●

U.S. corporate\n bonds (“U.S. Corporate Bonds”), which are non-government debt securities issued\n by privately and publicly owned corporations;

\n\n

●

Non-convertible preferred stock issued by U.S. entities; and

\n\n

●

Any other securities issued by U.S. issuers, consistent with\nthe Fund’s investment objectives and policies.

The Fund may invest in securities of any maturity.\nThe average maturity of the Fund’s portfolio will vary based on the Adviser’s assessment of economic and market conditions.

The Fund intends to increase the amounts available\nfor investment through borrowings, which shall not at any time exceed 33^1⁄3% of the Fund’s total assets.

The Fund is classified as non-diversified under the Investment\nCompany Act of 1940, as amended (the “1940 Act”).

The Fund is designed solely for Puerto Rico Investors\n(as defined in the section entitled “Taxation” below). The tax treatment of this Fund differs from that typically accorded\nto other investment companies registered under the 1940 Act that qualify as regulated investment companies (“RIC”) under Subchapter\nM of the U.S. Internal Revenue Code of 1986, as amended (the “U.S. Code”). The Fund does not intend to qualify as a RIC and\nnon-Puerto Rico Investors may suffer adverse consequences as a result.

Principal Risks of Investing in the Fund

An investment in the Fund is subject to certain risks\nthat may result in a loss of all or a portion of your investment. The Fund’s share price and total return may fluctuate within a\nwide range over short or long periods of time. As with any mutual fund, you could lose money on your investment in the Fund. An investment\nin the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government\nagency. The below is a summary of certain risks which could affect the Fund’s performance. You should also consider the factors\nunder “More Information About The Fund - Risks of Investing in the Fund” before investing in the Fund.

Market Risk. Market risk is the risk\nthat one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply\nand unpredictably. There is a risk that you could lose all or a portion of your investment in the Fund and that the income you receive\nfrom your investment may vary. The value of your investment in the Fund will go up and down with the prices of the securities in which\nthe Fund invests. The value of a security or other asset may decline due to changes in general market conditions, economic trends or events\nthat are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer or issuers,\nexchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional or global\nevents such as war, acts of terrorism, the spread of infectious illness or other public health issues like pandemics or epidemics, recessions,\nor other events could have a significant impact on the Fund and its investments.

For instance, the 2026 U.S. and Israeli military\noperation against Iran and the 2022 Russian invasion of Ukraine and the sanctions that followed had immediate negative effects on global\nfinancial markets, sovereign debt and the markets for certain securities and commodities, such as oil and natural gas. The risk of such\nevents has meaningfully increased in recent periods due to heightened international tensions stemming from rivalry among the world’s\ndominant economic and military powers.

The impact of pandemics and epidemics and other\npublic health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in\ngeneral in ways that cannot necessarily be foreseen at the present time. In addition, the impact of infectious diseases in developing\nor emerging market countries may be greater due to less established health care systems. Similar health crises may exacerbate other pre-existing\npolitical, social and economic risks in certain countries.

Puerto Rico Risk. The Fund will invest\nat least 20% of its assets in Puerto Rico Assets. Therefore, the Fund will be more susceptible to factors

\n \n \n

adversely affecting issuers of Puerto Rico bonds than\nan investment company that is not concentrated in Puerto Rico bonds to this degree. This makes the Fund more susceptible to economic,\npolitical, or regulatory occurrences in Puerto Rico than a geographically diversified fund.

Because the Fund invests a substantial portion of\nits assets in Puerto Rico bonds, the Fund’s net asset value and cash flow may fluctuate due to market conditions affecting these\nsecurities. Any future adverse developments in Puerto Rico could result in additional interruptions in cash flow on debt payments, which\nmay result in more price volatility across Puerto Rico securities. There can be no assurance that any additional defaults by Puerto Rico\nand other Puerto Rico instrumentalities will not have an additional adverse impact on the Fund’s net investment income.

Debt Securities Risk. Debt securities,\nsuch as bonds, involve interest rate risk, credit risk, call risk, income risk, and extension risk.

Interest Rate Risk. The Fund will invest\nin fixed-income securities that are subject to interest rate risks. Interest rate risk is the risk that prices of fixed-income securities\ngenerally decrease when interest rates increase. Prices of longer-term securities generally change more in response to interest rate changes\nthan prices of shorter-term securities.

Credit Risk. Credit risk is the risk\nthat the issuer will be unable to pay the interest or principal on its obligations when due. The degree of credit risk depends on both\nthe financial condition of the issuer and the terms of the obligation. The price of fixed-income securities will generally fall if the\nissuer defaults on its obligation to pay principal or interest, the rating agencies downgrade the issuer’s credit ratings or other\nnews affects the market’s perception of the issuer’s credit risk.

Call and Income Risk. The Fund is also\nsubject to “call risk,” which is the chance that during periods of falling interest rates, an issuer will “call”\n– or repay – a relatively high-yielding debt security before the security’s maturity date. Mortgage-backed securities,\nfor example, will generally be paid off early due to homeowners refinancing their mortgages during periods of falling interest rates.\nForced to reinvest the unanticipated proceeds at lower interest rates, the Fund would experience a decline in income and lose the opportunity\nfor additional price appreciation associated with falling rates. Call risk is generally high for longer-term bonds. Income risk is the\nrisk that falling interest rates will cause the Fund’s income to decline. Income risk is generally low for long-term bonds.

Extension Risk. When interest rates\nrise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these obligations to fall.

Credit Ratings Risk. The Fund intends\nto invest at least 90% of its assets in fixed-income securities that, at the time of purchase, are rated in the highest rating category\n(e.g., “AAA” by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc.) by one or more\nnationally recognized statistical rating organizations or that the Adviser believes are of comparable credit quality. The credit ratings\nissued by the rating organizations may not reflect fully the true risks of an investment. Rating organizations may fail to change timely\na credit rating to reflect changes in economic or company conditions that may affect a security’s market value. The Fund may invest\nup to 10% of its total assets in securities which are rated below investment grade (also known as “junk bonds”) or, if unrated,\nare considered by the Adviser to be of comparable credit quality. Obligations with ratings below investment grade are speculative with\nrespect to the capacity of the issuer to pay interest and repay principal in accordance with the terms of the obligation and generally\ninvolve greater volatility of price than obligations in higher rating categories.

Risks of Leverage. Use of leverage is\na speculative investment technique and involves increased risk for shareholders, including the possibility of higher volatility of the\nnet asset value of the Fund’s shares. In a declining market the use of leverage will cause the Fund’s net asset value to decrease\nmore than it would if the Fund did not use leverage.

Non-Diversification Risk. As a non-diversified\nfund, the Fund may invest a relatively high percentage of its assets in a small number of issuers. Because the Fund may invest in securities\nof a smaller number of issuers, it may be more exposed to the risks associated with and developments affecting an individual issuer than\na fund that invests more widely. Additionally, the value of the shares is more susceptible to losses related to any single economic, political\nor regulatory occurrence than the value of shares of a more widely diversified fund.

Mortgage-Backed Securities Risk. Mortgage-backed\nsecurities, in general, differ from investments in traditional debt securities in that, among other things, principal may be prepaid at\nany time due to prepayments by the obligors on the underlying obligations. The yield of the Fund will depend in part on the rate at which\nprincipal payments are made on such securities, which will in turn depend on the rate at which principal prepayments are made on the underlying\nmortgage loans. The yield to maturity on mortgage-backed securities offered at a discount from or a premium over their principal amount\nwill depend on, among other things, the rate and timing of payments of principal (including prepayments) on the mortgage loans underlying\nthe mortgage-backed securities. Such yield may be adversely affected by a higher or lower than anticipated rate of principal prepayments\non the mortgage loans underlying the mortgage-backed securities. Therefore, since a sizeable portion of the assets of the Fund is expected\nto be invested in mortgage-backed securities, the potential for increasing the Fund’s exposure to these and other risks related\nto such securities might cause the net income generated by the Fund to fluctuate more than otherwise would be the case.

Changes in the rate of prepayment of the underlying\nmortgage loans will have a direct impact upon the maturity structure of mortgage-backed securities. An increase in the rate of prepayment\nof the underlying mortgage loans will lead to an acceleration in the principal returns and a reduction in the average life of the mortgage-backed\nsecurity. A reduction in the rate of prepayment, on the other hand, will lead to fewer principal returns and an extension of the average\nlife of the mortgage-backed security. Rising interest rates tend to extend the duration of mortgage-backed securities, making them more\nsensitive to changes in interest rates and more likely to decline in value (this is known as extension risk).

Prepayments are influenced by a variety of economic,\ngeographic, demographic and other factors, including, among others, prevailing mortgage market interest rates, local and regional economic\nconditions and homeowner mobility. Generally, however, prepayments will increase during periods of declining interest rates and decrease\nduring periods of rising interest rates.

In addition, for mortgage-backed securities, when\nmarket conditions result in an increase in the default rates on the underlying mortgages and the foreclosure values of the underlying\nreal estate are below the outstanding amount of the underlying mortgages, collection of the full amount of accrued interest and principal\non these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and\nmay result in a lack of correlation between their credit ratings and value. Certain types of real estate may be adversely affected by\nchanging usage trends, such as office buildings as a result of work-from-home practices and commercial facilities as a result of an

\n \n \n

increase in online shopping, which could in turn result\nin defaults and declines in value of mortgage-backed securities secured by such properties.

U.S. Government Securities Risk. U.S.\nGovernment securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities.\nCertain types of securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury.

Uncertainty regarding the status of negotiations\nin the U.S. government to increase the statutory debt ceiling could increase the risk that the U.S. government may default on payments\non certain U.S. government securities and may cause the credit rating of the U.S. government to be downgraded. Any uncertainty regarding\nthe ability of the United States to repay its debt obligations, and any default by the U.S. government, would have a negative impact\non the Funds’ investments in U.S. government securities.

Municipal Obligations Risk. The Fund\nmay invest, either directly or through conduit transactions, in municipal obligations. Municipal obligations share the attributes of debt/fixed-income\nsecurities in general, but are generally issued by states, municipalities and other political subdivisions, agencies, authorities and\ninstrumentalities of states and multi-state agencies or authorities. Municipal obligations are subject to credit and market risk. Generally,\nprices of higher-quality issues tend to fluctuate less with changes in market interest rates than prices of lower-quality issues and prices\nof longer-maturity issues tend to fluctuate more than prices of shorter-maturity issues. Prices and yields on municipal obligations are\ndependent on a variety of factors, including general money-market conditions, the financial condition of the issuer, general conditions\nof the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. The perceived\nincreased likelihood of default among issuers of municipal obligations has resulted in constrained illiquidity, increased price volatility\nand credit downgrades of issuers of municipal obligations. Obligations of issuers of municipal obligations are subject to the provisions\nof bankruptcy, insolvency and other laws affecting the rights and remedies of creditors.

Preferred Securities Risk. Preferred\nsecurities may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable\ngenerally to equity securities. In addition, a company’s preferred securities generally pay dividends only after the company makes\nrequired payments to holders of its bonds and other debt. For this reason, the value of preferred securities will usually react more strongly\nthan bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred securities\nof smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies.

Tax Risks. The Fund intends to operate\nin a manner that will cause it to be exempt from Puerto Rico income and municipal license tax under the PR Code and the Puerto Rico Municipal\nCode, as amended (the “Municipal Code”) as a registered investment company.

Puerto Rico Income Tax Exemption. To be exempt\nfrom Puerto Rico income tax the Fund must meet certain requirements. In Administrative Determination 19-04, issued by the Puerto Rico\nSecretary of the Treasury on September 5, 2019 (“AD19-04”), the Puerto Rico Treasury Department (“PRTD”) held\nthat an investment company that (i) is organized in Puerto Rico, (ii) has its principal office in Puerto Rico, and (iii) is registered\nwith the SEC under the 1940 Act, will be treated as a registered investment company under the Investment Companies Act of 2013 (“Act\n93-2013”) and thus is entitled to the tax exemption and other tax benefits available under the PR Code to registered investment\ncompanies. If such determination is revoked by the PRTD, (i) the Fund would be subject to a Puerto Rico income tax rate of up to 37.5%\non its taxable interest income, its dividend income and its short term capital gains, and to a Puerto Rico income tax of up to 20% on\nits long term capital gains, and (ii) if the 15% Puerto Rico income tax had not been withheld on the Fund’s exempt dividends, and\nit is determined that the failure to withhold was not due to reasonable cause, bona fide residents of Puerto Rico (the “Qualifying\nIndividuals”) within the meaning of Sections 933 and 937 of the U.S. Code would be subject to a Puerto Rico income tax on the exempt\ndividends of up to 31.35%.

Municipal License Tax Exemption. Under Act\n93-2013, Puerto Rico registered investment companies are exempt from the municipal license tax imposed by Puerto Rico municipalities.\nPursuant to Article 1.007 of the Municipal Code, Puerto Rico municipalities have the authority to impose taxes that are not incompatible\nwith the taxes imposed by the Commonwealth of Puerto Rico. The municipality of San Juan may disagree with the holding of AD19-04 and refuse\nto treat the Fund as a registered investment company under Act 93-2013, causing the imposition of municipal license taxes of 1.5% on the\ngross revenues of the Fund.

Conduit Rule. Shareholders who are bona\nfide residents of Puerto Rico should note that, pursuant to the Regulations issued under Section 937(b) of the U.S. Code, dividends treated\nas Puerto Rico sourced income (under the general sourcing rules otherwise applicable to dividends paid by Puerto Rico corporations) may\nbe treated as income from sources outside of Puerto Rico subject to U.S. federal income tax, if the investment in the Fund is treated\nas made pursuant to a conduit plan or arrangement (“conduit arrangements”). See “Taxation”. We understand that\nsaid conduit regulations were not intended to apply to an actively managed investment company such as the Fund that is subject to regulation\nby governmental authorities and that, therefore, the general sourcing rules should apply to treat the dividends paid by the Fund as Puerto\nRico sourced income excluded from U.S. federal income taxes by shareholders that are bona fide residents of Puerto Rico. However, the\nInternal Revenue Service (the ”IRS”) or the courts may disagree with this interpretation and treat an investment in the Fund\nas a conduit arrangement, and, as a result, the dividends paid to shareholders who are bona fide residents of Puerto Rico would be treated\nas income from U.S. sources subject to U.S. federal income taxes of up to 37%.

U.S. Foreign Account Tax Compliance Act. Sections\n1471 through 1474 (commonly known as “FATCA”) of the U.S. Code impose a 30% withholding tax upon most payments of U.S. sourced\nincome made to certain “foreign financial institutions” (“FFI”) or “non-financial foreign entities”\n(“NFFE”), unless certain certification and reporting requirements are satisfied by such entities, including providing information\nwith respect to their respective investors. Pursuant to the final regulations issued by the U.S. Treasury and the IRS relating to FATCA,\nthe Fund will be treated as a NFFE, but the Fund elected to register as a direct reporting NFFE with the IRS. Accordingly, the Fund will\nbe required to provide to the IRS certain information with respect to its investors. If the Fund were to be unable to provide such investor\ninformation to the IRS or otherwise fail or be unable to comply with the legal and regulatory requirements of the U.S. Code with respect\nto FATCA, the Fund’s U.S. sourced income would be reduced, inasmuch as it would be subject to such 30% withholding tax. This reduction\nmay negatively affect the Fund’s ability to fulfill its obligations. See the section entitled “Taxation” and consult\nyour tax adviser.

\n \n \n

Performance Information

The information below shows you how the Fund’s\nperformance has varied year by year and provides some indication of the risks of investing in the Fund. The table compares the Fund’s\nperformance to that of the Bloomberg U.S. Aggregate Bond Index (“Benchmark Index”), the Fund’s performance index. To\nthe extent that dividends and distributions have been paid by the Fund, the performance information for the Fund in the chart and table\nassumes reinvestment of the gross dividends and distributions. As with all such investments, past performance (before and after taxes)\nis not an indication of future results. Sales charges are not reflected in the bar chart. If they were, returns would be less than those\nshown. However, the table includes all applicable fees and sales charges. Updated information on the Fund’s performance, including\nits current net asset value, can be obtained by visiting https://www.popularfunds.com/high-grade-fixed-income-fund or can be obtained\nby phone at (888) 855-1034.

The Fund’s financial performance included in\nthis Prospectus includes the Fund’s performance from a period when the Fund was not subject to the restrictions of a United States\nregistered investment company that is subject to the requirements of the 1940 Act.

The Benchmark Index is designed to measure the performance\nof investment grade, U.S. dollar-denominated, fixed-rate taxable bond market.

Class A Shares ANNUAL TOTAL RETURNS

Popular High Grade Fixed-Income Fund, Inc.

As of 12/31

$\"\"$

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

Year	Return
2015	-1.68%
2016	8.91%
2017	-4.48%
2018	3.15%
2019	11.21%
2020	6.78%
2021	-0.49%
2022	-16.83%
2023	7.18%
2024	-0.24%
2025	2.59%

During the ten-year period shown in the bar chart,\nthe highest return for a quarter was 8.81% (quarter ended December 31, 2023) and the lowest return for a quarter was -6.64% (quarter\nended September 30, 2022). The year-to-date return as of September 30, 2026 was -4.08%.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

For\n the periods ended 12/31/2025 Average Annual Total Returns	1\n Year	5\n Years	10\n Years
Popular High\n Grade Fixed-Income Fund, Inc. — Class A Shares
Return Before\n Taxes	2.59%	-1.94%	1.45%
Return After\n Taxes on Distributions^1,2	1.61%	-3.14%	-0.13%
Return After\n Taxes on Distributions and Sale of Fund Shares^1,2	1.52%	-1.96%	0.43%
Popular High\n Grade Fixed-Income Fund, Inc. — Class I Institutional Shares³ Return Before Taxes	—	—	—
Bloomberg US\n Aggregate Bond Index (Reflects no deductions for fees, expenses or taxes)	7.30%	-0.36%	2.01%

\n\n

Returns After Taxes are calculated using the historical highest\nindividual federal marginal income tax rates. After-tax returns do not reflect the impact of state and local taxes. Actual after-tax\nreturns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant\nto investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax\nreturns are shown for Class A Shares only, and the after-tax returns for Class I Institutional Shares will vary.

\n\n

Returns After Taxes are not indicative of a typical shareholder’s\nexperience, as shareholders are generally Puerto Rico residents not subject to U.S. federal income tax.

\n\n

There are no Class I Institutional Shares outstanding as of\nthe date of this prospectus. The returns for Class I Institutional Shares would have been substantially similar to the annual returns\nshown for Class A Shares because Class I Institutional Shares are invested in the same portfolio of securities as Class A Shares and\nthe annual returns would differ only to the extent that the Classes do not have the same expenses.

\n \n \n

Investment Adviser

The Fund’s investment adviser is Popular\nAsset Management LLC, a registered investment adviser (previously defined as the “Adviser”), a wholly owned subsidiary of\nPopular, Inc., a diversified, publicly owned financial holding company registered under the Bank Holding Company Act of 1956, as amended,\nand subject to supervision and regulation by the Board of Governors of the Federal Reserve System. In the future, the Adviser may retain\none or more sub-advisers to manage a portion of the Fund’s assets.

Portfolio Managers

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Managed the Fund Since	Primary Title with Adviser
Angel Rivera Garcia, CFA	2023	President
Antonio Rondán, CFA	2006	Vice President
Cristina Cañellas, CFA	2021	Vice President
Hamada Smaili, CFA	2022	Portfolio Manager

Purchase and Sale of Fund Shares

To purchase or sell shares you should contact\nyour Financial Intermediary, or if you hold shares through the Fund, you should contact the Fund by phone at (888) 855-1034, by mail\n(c/o Popular High Grade Fixed-Income Fund, Inc., Popular Center North Building, Second Level (Fine Arts), 209 Muñoz Rivera Avenue,\nSan Juan, Puerto Rico 00918), or by the Internet at https://www.popularfunds.com/high-grade-fixed-income-fund. You may purchase or redeem\nshares of the Fund each day on which the New York Stock Exchange (the “NYSE”) is open for trading and the Federal Reserve\nBank of New York (“Federal Reserve”) and banks in San Juan, Puerto Rico are open for business (each, a “Business Day”).

The Fund’s initial and subsequent investment minimums\nare as follows, although the Fund may reduce or waive the minimums in some cases:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Class\n A Shares

Class\n I Institutional Shares

Minimum\n Initial Investment Amount

$3,000

● None\n for fee-based accounts

● $1 million\n for transactional accounts

Minimum Subsequent\n Investment Amount

$50

The offering of Class I Institutional Shares has not\ncommenced as of the date of this prospectus.

Tax Information

In general, the Fund’s distributions will be\nsubject to Puerto Rico income taxes as dividend income, capital gains, or some combination of both, unless you are investing through a\ntax-advantaged arrangement, such as a Puerto Rico tax-qualified retirement plan, in which case your distributions may be taxed as ordinary\nincome when withdrawn from the tax-advantaged account.

Under Section 933 of the U.S. Code, individuals\nwho are bona fide residents of Puerto Rico within the meaning of Sections 933 and 937 of the U.S. code (previously defined as “Qualifying\nIndividuals”) will generally not be subject to U.S. federal income tax on dividends distributed by the Fund that constitute income\nfrom sources within Puerto Rico. The dividends distributed by the Fund should constitute income from sources within Puerto Rico not subject\nto U.S. federal income tax in the hands of a Qualifying Individual. However, for Qualifying Individuals who own, directly or indirectly,\nat least 10% of the issued and outstanding voting shares of the Fund, only the Puerto Rico source ratio of any dividend paid or accrued\nby the Fund shall be treated as income from sources within Puerto Rico. See the section entitled “Taxation—United States\nTaxation of Qualifying Investors.”

Puerto Rico corporations not engaged in a U.S.\ntrade or business for U.S. federal income tax purposes are not expected to be subject to U.S. taxation on dividends received from\nthe Fund and dividends received or accrued from the Fund by a Puerto Rico corporate investor that is engaged in a U.S. trade or\nbusiness are expected to be subject to U.S. federal income tax only if such dividends are effectively connected to its U.S. trade or\nbusiness. See the section entitled “Taxation—United States Taxation of Qualifying Investors.”

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer\nor other Financial Intermediary (such as a bank), the Fund and its related companies may pay the broker-dealer or other Financial Intermediary\nfor the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or\nother Financial Intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your Financial\nIntermediary’s website for more information.

\n \n \n

More Information About the Fund

Investment Objective

The investment objective of the Fund is to seek to provide\na high level of current income that is consistent with the preservation of capital.

This investment objective is a fundamental policy\nof the Fund and may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities\nas defined in the 1940 Act.

Investment Strategies

The Fund seeks to achieve its investment objectives\nby investing, under normal market conditions, at least 90% of its total assets in fixed-income securities of issuers located in the United\nStates of America (the “U.S.”) that are rated, at the time of purchase, within the highest rating category by one or more\nnationally recognized statistical rating organizations or are deemed of comparable quality by the Adviser, and that may or may not be\nexempt from Puerto Rico income tax pursuant to the PR Code. At least 20% of the Fund’s assets will be invested in debt securities\nissued, or otherwise secured, by Puerto Rico issuers or assets located in Puerto Rico (“Puerto Rico Assets”).

The Fund will principally invest in the following types\nof securities:

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●

\n\n

●

Mortgage-backed securities backed by mortgage loans on real property\nlocated in any state, territory or possession of the U.S. such as the Government National Mortgage Association (“GNMA”),\nFNMA and FHLMC mortgage-backed securities;

\n\n

●

U.S. corporate\n bonds (“U.S. Corporate Bonds”), which are non-government debt securities issued\n by privately and publicly owned corporations;

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Non-convertible preferred stock issued by U.S. entities; and

\n\n

●

Any other securities issued by U.S. issuers, consistent with\nthe Fund’s investment objective and policies.

The Fund intends to invest at least 90% of its total\nassets in fixed-income securities that, at the time of purchase, are rated within the highest rating category of Moody’s Investor\nServices, Inc. (“Moody’s”), S&P Global Ratings, a Division of S&P Global Inc. (“S&P”) or Fitch\nRatings (“Fitch”) or any other nationally recognized statistical rating agency, or, if unrated, which are considered to be\nof comparable credit quality by the Adviser. The Adviser is under no obligation to sell portfolio securities that are downgraded after\nthe securities are purchased by the Fund. If a portfolio security is downgraded, the Adviser will consider factors such as price, credit,\nrisk, market conditions, the financial condition of the issuer and prevailing and anticipated interest rates in determining whether to\nsell or hold the security as a portfolio investment.

The Fund may invest up to 10% of its total assets\nin securities which are rated below investment grade or, if unrated, are considered by the Adviser to be of comparable credit quality.\nFor these purposes a security “below investment grade” means a security for which the highest credit rating from any of S&P,\nMoody’s or Fitch does not satisfy one of the following criteria (i) “BBB” or higher by S&P, (ii) “Baa3”\nor higher by Moody’s, (iii) “BBB” or higher by Fitch.

The average maturity of the Fund’s portfolio will\nvary based on the Adviser’s assessment of economic and market conditions.

Leverage. As a form of leverage, the\nFund is authorized to borrow money from banks in an aggregate amount of up to 33^1⁄3% of the value of its total assets\nat the time of such borrowings; provided, further, that the Fund is authorized to borrow additional money from banks in an amount of up\nto 5% of the value of its total assets (after giving effect to the amount borrowed) in order to redeem shares, for other cash management\npurposes, to repay or redeem commercial paper, debt securities and/or shares of preferred stock or for other temporary, extraordinary\nor emergency purposes. As a fundamental policy, the Fund may not exceed these leverage thresholds.

Information on Other Investment Strategies

When-Issued Securities and Delayed Delivery\nTransactions. The Fund may purchase or sell securities on a delayed delivery basis or on a when-issued basis at fixed purchase\nor sale terms. These transactions arise when securities are purchased or sold by the Fund with payment and delivery taking place in the\nfuture. The purchase will be recorded on the date the Fund enters into the commitment, and the value of the obligation thereafter will\nbe reflected in the calculation of the Fund’s net asset value per share. The value of the obligation on the delivery day may be\nmore or less than its purchase price. A segregated account of the Fund will be established with the custodian consisting of cash, cash\nequivalents or high grade liquid debt securities having a market value at all times at least equal to the amount of the commitment.

Repurchase Agreements and Dollar Rolls.\nThe Fund may enter into repurchase agreements as a way of borrowing money for leverage or other permitted purposes. Under a repurchase\nagreement, the Fund sells securities and agrees to repurchase them at a mutually agreed upon date and price.

\n \n \n

The Fund may also enter into dollar rolls. A dollar\nroll is a transaction in which the Fund sells mortgage-backed or other securities for delivery in the current month and simultaneously\ncontracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll\nperiod, the Fund forgoes principal and interest paid on the mortgage-backed securities. The Fund is compensated by the difference between\nthe current sale price and the lower forward price for the future purchase (often referred to as the “drop”), as well as by\nthe interest earned on the cash proceeds of the initial sale.

Dollar rolls and repurchase agreements generally will\nbe considered to be leverage and, accordingly, will be subject to the Fund’s limitations on leverage, which will restrict the aggregate\nof such transactions, together with the Fund’s issuance of commercial paper or other debt securities and its borrowing of money\nfrom banks or other financial institutions to 33^1⁄3% of the Fund’s total assets.

Call Rights. The Fund may purchase a\nfixed-income obligation issuer’s right to call all or a portion of such security for mandatory tender for purchase (a “call\nright”). A holder of a call right may exercise such right to require a mandatory tender for the purchase of related fixed-income\nsecurities, subject to certain conditions. A call right that is not exercised prior to the maturity of the related security will expire\nwithout value. The economic effect of holding both a call right and the related security is identical to holding a security as a non-callable\nsecurity.

Information on Short-Term Securities and Temporary Defensive\nMeasures:

While the Fund will primarily invest in fixed-income\nsecurities as described above, some of the Fund’s assets may be held from time to time in cash and cash equivalents (e.g., short-term\nmoney market securities such as prime-rated commercial paper, certificates of deposit, variable rate demand notes or repurchase agreements).

As a temporary measure for defensive purposes, the\nFund may invest in these securities without limitation. The Fund will invest in such securities in greater amounts under extreme market\nconditions, when Fund management is unable to find enough attractive securities that align with the investment objectives, or to reduce\nexposure to certain securities when Fund management believes it is advisable to do so. Investment in these securities may also be used\nto meet redemptions. Short-term investments and temporary defensive positions may limit the potential for the Fund to achieve its investment\nobjectives.

Information on Portfolio Turnover and Portfolio Holdings:

Generally, the Fund does not purchase securities for\nshort-term trading profits. However, the Fund may dispose of securities without regard to the time they have been held when such action,\nfor defensive or other reasons, appears advisable to the Adviser. Under certain conditions, such as short-term transactions for liquidity\nneeds, securities having reached a specific price or return, changes in interest rates or the credit standing of an issuer, or by reason\nof economic or other developments not foreseen at the time of the initial investment decision, the Fund may experience a higher portfolio\nturnover due to its investment strategies. In addition, higher portfolio turnover rates may result in corresponding increase in brokerage\ncommissions for the Fund. While the Fund does not intend to engage in short-term trading, it will not consider portfolio turnover rate\na limiting factor in investing according to its objectives and policies. A turnover rate of 100% would occur, for example, if securities\nvalued at 100% of its total net assets are sold and replaced within one year. While it is not possible to predict turnover rates with\nany certainty, at present it is anticipated that the Fund’s annual portfolio turnover rate, under normal circumstances after the\nFund’s portfolio is invested in accordance with its investment objectives, should be less than 100%.

For a description of the Fund’s policies and\nprocedures with respect to the disclosure of the Fund’s portfolio securities, please see “Portfolio Holdings Disclosure Policies\nand Procedures” in the Fund’s Statement of Additional Information (“SAI”) or visit the Fund’s website at\nhttps://www.popularfunds.com/high-grade-fixed-income-fund.

The Fund is designed solely for Puerto Rico\nInvestors (as defined in the section entitled “Taxation” below). The tax treatment of the Fund differs from that typically\naccorded to other investment companies registered under the 1940 Act that qualify as regulated investment companies (“RIC”)\nunder Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “U.S. Code”). The Fund does not intend to qualify\nas a RIC and non-Puerto Rico Investors may suffer adverse consequences as a result.

Investment Process

The Fund has an investment strategy designed for investors\nseeking an investment-grade fixed-income portfolio. To implement the Fund’s investment strategy, the Adviser has a four-step process\ncomposed of the following pillars:

\n\n

Macro Analysis. The Adviser seeks to determine what themes are\ndriving asset prices and yields across rates, maturities, sectors, industries, and other factors to evaluate the U.S. Fixed-Income investment-grade\nopportunity set. This top-down analysis relies on fundamental research and the Adviser’s judgment to identify and evaluate these\ninvestment opportunities.

\n\n

Asset Allocation. The Adviser looks to identify areas of relative\nvalue where implied market forecasts are out of line compared to either historic trends or the general fixed-income market.

\n\n

Research and Bond Selection. The Adviser performs research and\nfundamental analysis to generate bottom-up investment ideas and is responsible for security selection.

\n\n

Portfolio Construction and Risk Management. The Adviser will construct\nand maintain a portfolio that conforms to strategy guidelines and objectives. The Adviser views risk management as an integral part of\nthe investment process. Based on this belief, the Adviser uses a risk-controlled approach that aims to protect the portfolio from a variety\nof risks through credit risk protection, and liquidity with the goal that no single risk dominates the portfolio.

\n \n \n

Risks of Investing in the Fund

An investment in the Fund is subject to certain risks\nthat may result in a loss of all or a portion of your investment. The Fund’s share price and total return may fluctuate within a\nwide range over short or long periods of time. As with any mutual fund, you could lose money on your investment in the Fund. An investment\nin the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency.\nThe below is a summary of certain risks which could affect the Fund’s performance.

Investment Risk. There can be no assurance\nthat the Fund will achieve its investment objective. The ability of the Fund to achieve its investment objective is subject to a number\nof risks, including, but not limited to, market risk, credit risk, regulatory risk and liquidity risk. The Fund is also subject to manager\nrisk, which is the risk that poor security selection by the Adviser will cause the Fund to underperform other funds with a similar investment\nobjective. Each potential investor should consider his/her personal tolerance for the daily fluctuations of the stock and fixed-income\nmarkets and view his/her investment in the Fund as part of an overall investment program.

Market Risk. Market risk is the\nrisk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down\nsharply and unpredictably. There is a risk that you could lose all or a portion of your investment in the Fund and that the income you\nreceive from your investment may vary. The value of your investment in the Fund will go up and down with the prices of the securities\nin which the Fund invests. The value of a security or other asset may decline due to changes in general market conditions, economic trends\nor events that are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer\nor issuers, exchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional\nor global events such as war, the threat or actual imposition of tariffs, acts of terrorism, the spread of infectious illness or other\npublic health issues like pandemics or epidemics, recessions, or other events could have a significant impact on the Fund and its investments.

The prices of equity securities change in response\nto many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions,\ninterest rates, investor perceptions and market liquidity. The values of debt securities and other fixed-income securities in which the\nFund may invest also will be affected by market interest rates and the risk that the issuer may default on interest, principal or dividend\npayments. Specifically, since these types of securities pay fixed interest and dividends, their value may fall if market interest rates\nrise and rise if market interest rates fall.

Puerto Rico Risk. The Fund will invest\nat least 20% of its assets in Puerto Rico Assets. Therefore, the Fund will be more susceptible to factors adversely affecting issuers\nof Puerto Rico bonds than an investment company that is not concentrated in Puerto Rico bonds to this degree. This makes the Fund more\nsusceptible to economic, political, or regulatory occurrences in Puerto Rico than a geographically diversified fund.

Securities issued by the Government of Puerto\nRico or its instrumentalities are affected by the central government’s finances. That includes, but is not limited to, general\nobligations of Puerto Rico and revenue bonds, special tax bonds, or agency bonds. In June 2016, Puerto Rico’s escalating\nfiscal and economic challenges and imminent widespread defaults in its public debt prompted the U.S. Congress to enact the Puerto\nRico Oversight, Management, and Economic Stability Act (“PROMESA”). PROMESA created the “Oversight Board”\nwith ample powers over Puerto Rico’s fiscal and economic affairs and those of its public corporations, instrumentalities and\nmunicipalities (collectively, “PR Government Entities”). Pursuant to PROMESA, the Oversight Board will be in place until\nmarket access is restored and balanced budgets are produced for at least four consecutive years. PROMESA also established two\nmechanisms for the restructuring of the obligations of PR Government Entities: (a) Title III, which provides an in-court process\nthat incorporates many of the powers and provisions of the U.S. Bankruptcy Code and permits adjustment of a broad range of\nobligations, and (b) Title VI, which provides for a largely out-of-court process through which modifications to financial debt can\nbe accepted by a supermajority of creditors and bind holdouts.

Since 2017, Puerto Rico and several of its instrumentalities\nhave availed themselves of the debt restructuring mechanisms of Titles III and VI of PROMESA. The Puerto Rico government emerged from\nTitle III of PROMESA in March 2022. Several instrumentalities, including Government Development Bank for Puerto Rico, the Puerto Rico\nSales Tax Financing Corporation, the Puerto Rico Highways and Transportation Authority, and the Puerto Rico Industrial Development Company,\nhave also completed debt restructurings under Titles III or VI of PROMESA. While the majority of the debt has already been restructured,\nsome PR Government Entities still face significant fiscal challenges. For example, the Puerto Rico Electric Power Authority is still in\nthe process of restructuring its debts under Title III of PROMESA. Currently, none of the bonds issued by the Puerto Rico government and\nits instrumentalities without credit enhancements carry an investment-grade credit rating. The Puerto Rico bond market is experiencing\na period of volatility, with Puerto Rico bonds trading at historically lower prices and higher yields.

There are few participants in the market for certain\nPuerto Rico bonds. In addition, certain Puerto Rico bonds have had and may continue to have periods of illiquidity. These factors may\naffect the Fund’s ability to acquire or dispose of these securities, as well as the price paid or received upon acquisition or disposition\nof such securities. In addition, investment by the Fund in Puerto Rico bonds is subject to their availability in the open market.

\n \n \n

Debt Securities Risk. Debt securities,\nsuch as bonds, involve interest rate risk, credit risk, call risk, income risk, and extension risk.

Interest Rate Risk. The Fund will invest\nin fixed-income securities that are subject to interest rate risks. Interest rate risk is the risk that prices of fixed-income securities\ngenerally decrease when interest rates increase. Prices of longer-term securities generally change more in response to interest rate changes\nthan prices of shorter-term securities. For example, if interest rates increase by 1%, assuming a current portfolio duration of ten years,\nand all other factors being equal, the value of the Fund’s investments would be expected to decrease by 10%. The magnitude of these\nfluctuations in the market price of bonds and other fixed-income securities is generally greater for those securities with longer maturities.\nFluctuations in the market price of the Fund’s investments will not affect interest income derived from instruments already owned\nby the Fund, but will be reflected in the Fund’s net asset value. The Fund may lose money if short-term or long-term interest rates\nrise sharply in a manner not anticipated by Fund management. Changes in monetary policy may exacerbate the risks associated with changing\ninterest rates.

A general rise in interest rates has the potential\nto cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from funds that hold large\namounts of fixed-income securities. Heavy redemptions could cause the Fund to sell assets at inopportune times or at a loss or depressed\nvalue and could hurt the Fund’s performance.

The unique characteristics of certain types of securities\npurchased by the Fund may also make the Fund sensitive to changes in interest rates. For instance, falling interest rates typically will\nnot lift the prices of mortgage-backed securities or securities subject to call risk as described below as much as prices of comparable\nfixed-income securities. This is because financial markets tend to discount prices of mortgage-backed securities and callable securities\nfor prepayment risk when interest rates fall. In addition, collateralized mortgage obligations (“CMOs”) may be specifically\nstructured in a manner that provides a wide variety of investment characteristics, such as yield, effective maturity and interest rate\nsensitivity. As market conditions change, and particularly during periods of rapid or unanticipated changes in market interest rates,\nthe attractiveness of CMOs and the ability of their structure to provide the anticipated investment characteristics may be significantly\nreduced. These changes can result in volatility in the market value, yield of the security and, in some instances, reduced liquidity of\nparticular CMOs.

Extension Risk — When interest\nrates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these obligations to\nfall.

Credit Ratings Risk. The Fund intends\nto invest at least 90% of its assets in fixed-income securities that, at the time of purchase, are rated in the highest rating category\n(e.g. “AAA” by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc.) by one or more\nnationally recognized statistical rating organizations or that the Adviser believes are of comparable credit quality. The credit ratings\nissued by the rating organizations may not reflect fully the true risks of an investment. Rating organizations may fail to change timely\na credit rating to reflect changes in economic or company conditions that may affect a security’s market value. The Fund may invest\nup to 10% of its total assets in securities which are rated below investment grade (also known as “junk bonds”) or, if unrated,\nare considered by the Adviser to be of comparable credit quality. Obligations with ratings below investment grade are speculative with\nrespect to the capacity of the issuer to pay interest and repay principal in accordance with the terms of the obligation and generally\ninvolve greater volatility of price than obligations in higher rating categories. The Adviser is under no obligation to sell portfolio\nsecurities that are downgraded after these securities are purchased by the Fund. If a portfolio security is downgraded, the Adviser will\nconsider factors such as price, credit risk, market conditions, the financial condition of the issuer and prevailing and anticipated interest\nrates in determining whether to sell or hold the security as a portfolio investment.

Risks of Leverage. Use of leverage is\na speculative investment technique and involves increased risk for shareholders to a greater extent than in a fund that does not use leverage,\nincluding the possibility of higher volatility of the net asset value of the shares. In a declining market the use of leverage will cause\nthe Fund’s net asset value to decrease more than it would if the Fund did not use leverage. The use of leverage may cause the Fund\nto liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations.

U.S. Government Securities Risk. U.S.\nGovernment securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities.\nA security backed by the “full faith and credit” of the U.S. Government is guaranteed only as to its stated interest rate\nand face value at maturity, not its current market price. Just like other fixed-income securities, government-guaranteed securities will\nfluctuate in value when interest rates change. Certain types of securities issued by U.S. Government agencies or government-sponsored\nenterprises may not be guaranteed by the U.S. Treasury. U.S. Government securities may include zero-coupon securities, which do not distribute\ninterest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

The downgrade in the long-term U.S. credit rating\nby at least two major rating agencies has introduced greater uncertainty about the ability of the U.S. to repay its obligations. Further\ncredit rating downgrades or a U.S. credit default could decrease the value and increase the volatility of a Fund’s investments.

Municipal Obligations Risk. Municipal\nobligations risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of\nmunicipal obligations, and the possibility of future legislative changes which could affect the market for and value of municipal obligations.\nThese risks include, but are not limited to:

\n \n \n

General Obligation Bonds Risks —\nThe full faith, credit and taxing power of the municipality that issues a general obligation bond secures payment of interest and\nrepayment of principal. Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain\nan adequate tax base.

Revenue Bonds Risks — Payments\nof interest and principal on revenue bonds are made only from the revenues generated by a particular facility, class of facilities or\nthe proceeds of a special tax or other revenue source. These payments depend on the money earned by the particular facility or class of\nfacilities, or the amount of revenues derived from another source.

Private Activity Bonds Risks — Municipalities\nand other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise.\nThe private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power\nfor repayment. If the private enterprise defaults on its payments, the Fund may not receive any income or get its money back from the\ninvestment.

Moral Obligation Bonds Risks — Moral\nobligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet\nits obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes Risks — Municipal\nnotes are shorter term municipal debt obligations. They may provide interim financing in anticipation of, and are secured by, tax collection,\nbond sales or revenue receipts. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may\nlose money.

Municipal Lease Obligations Risks —\nIn a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. The issuer will generally appropriate\nmunicipal funds for that purpose, but is not obligated to do so. Although the issuer does not pledge its unlimited taxing power for payment\nof the lease obligation, the lease obligation is secured by the leased property. However, if the issuer does not fulfill its payment obligation\nit may be difficult to sell the property and the proceeds of a sale may not cover the Fund’s loss.

Tax-Exempt Status Risk — In\nmaking investments, the Fund and the Adviser will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities,\nsponsors’ counsel, on the tax-exempt status of interest on municipal obligations and payments under tax-exempt derivative securities.\nNeither the Fund nor its Adviser will independently review the bases for those tax opinions. If any of those tax opinions are ultimately\ndetermined to be incorrect or if events occur after the security is acquired that impact the security’s tax-exempt status, the\nFund and its shareholders could be subject to substantial tax liabilities. The IRS has generally not ruled on the taxability of the securities.\nAn assertion by the IRS that a portfolio security is not exempt from U.S. federal income tax (contrary to indications from the issuer)\ncould affect the Fund’s and its shareholders’ income tax liability for the current or past years and could create liability\nfor information reporting penalties. In addition, an IRS assertion of taxability may impair the liquidity and the fair market value of\nthe securities.

The yield of the Fund will depend in part on the rate\nat which principal payments are made on such securities, which will in turn depend on the rate at which principal prepayments are made\non the underlying mortgage loans. The yield to maturity on mortgage-backed securities offered at a discount from or a premium over their\nprincipal amount will depend on, among other things, the rate and timing of payments of principal (including prepayments) on the mortgage\nloans underlying the mortgage-backed securities. Such yield may be adversely affected by a higher or lower than anticipated rate of principal\nprepayments on the mortgage loans underlying the mortgage-backed securities.

Because the mortgage loans underlying mortgage-backed\nsecurities may be prepaid at any time, it is not possible to predict the rate at which distributions of principal of such mortgage-backed\nsecurities will be received. Accordingly, prevailing interest rates may fluctuate and there can be no assurance that the Fund will be\nable to reinvest the distributions from mortgage-backed securities at yields equaling or exceeding the yields on such mortgage-backed\nsecurities. It is possible that yields on such reinvestments will be lower than the yields on such mortgage-backed securities.

\n \n \n

of accrued interest and principal on these investments\nmay be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack\nof correlation between their credit ratings and value. Certain types of real estate may be adversely affected by changing usage trends,\nsuch as office buildings as a result of work-from-home practices and commercial facilities as a result of an increase in online shopping,\nwhich could in turn result in defaults and declines in value of mortgage-backed securities secured by such properties.

In addition, natural or environmental disasters,\nincluding earthquakes, fires, floods, hurricanes, tsunamis, and severe weather, may damage or destroy real estate securing mortgage-backed\nsecurities, adversely affecting the value and performance of such investments. Preferred Securities Risk. Preferred securities\nmay pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally\nto equity securities. In addition, a company’s preferred securities generally pay dividends only after the company makes required\npayments to holders of its bonds and other debt. For this reason, the value of preferred securities will usually react more strongly\nthan bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred securities\nof smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies.

Tax Risks. The Fund intends to operate\nin a manner that will cause it to be exempt from Puerto Rico income and municipal license tax under the Puerto Rico Internal Revenue Code\nof 2011, as amended (the “PR Code”) and the Puerto Rico Municipal Code, as amended (the “Municipal Code”) as a\nregistered investment company.

Puerto Rico Income Tax Exemption. To be exempt\nfrom Puerto Rico income tax the Fund must meet certain requirements. In Administrative Determination 19-04, issued by the Puerto Rico\nSecretary of the Treasury (the “Secretary”) on September 5, 2019 (AD19-04”), the Puerto Rico Treasury Department held\nthat an investment company that (i) is organized in Puerto Rico, (ii) has its principal office in Puerto Rico, and (iii) is registered\nwith the SEC under the 1940 Act, will be treated as a registered investment company under the Investment Companies Act of 2013 (“Act\n93-2013”) and thus is entitled to the tax exemption and other tax benefits available under the PR Code to registered investment\ncompanies. If such determination is revoked by the PRTD, (i) the Fund would be subject to a Puerto Rico income tax rate of up to 37.5%\non its taxable interest income, its dividend income and its short term capital gains, and to a Puerto Rico income tax of up to 20% on\nits long term capital gains, and (ii) if the 15% Puerto Rico income tax had not been withheld on the Fund’s exempt dividends, and\nit is determined that that the failure to withhold was not due to reasonable cause, bona fide residents of Puerto Rico (the “Qualifying\nIndividuals”) within the meaning of Sections 933 and 937 of the U.S. Code would be subject to a Puerto Rico income tax on the exempt\ndividends of up to 31.35%.

Conduit Rule. Shareholders who are bona fide\nresidents of Puerto Rico should note that, pursuant to the Regulations issued under Section 937(b) of the U.S. Code, dividends treated\nas Puerto Rico sourced income (under the general sourcing rules otherwise applicable to dividends paid by Puerto Rico corporations) may\nbe treated as income from sources outside of Puerto Rico subject to U.S. federal income tax, if the investment in the Fund is treated\nas made pursuant to a conduit plan or arrangement (“conduit arrangements”). See “Taxation”. We understand that\nsaid conduit regulations were not intended to apply to an actively managed investment company such as the Fund that is subject to regulation\nby governmental authorities and that, therefore, the general sourcing rules should apply to treat the dividends paid by the Fund as Puerto\nRico sourced income excluded from U.S. federal income taxes by shareholders that are bona fide residents of Puerto Rico. However, the\nIRS or the courts may disagree with this interpretation and treat an investment in the Fund as a conduit arrangement, and, as a result,\nthe dividends paid to shareholders who are bona fide residents of Puerto Rico would be treated as income from U.S. sources subject to\nU.S. federal income taxes of up to 37%.

U.S. Foreign Account Tax Compliance Act. Sections\n1471 through 1474 (commonly known as “FATCA”) of the U.S. Code impose a 30% withholding tax upon most payments of U.S. sourced\nincome made to certain “foreign financial institutions” (“FFI”) or “non-financial foreign entities”\n(“NFFE”) unless certain certification and reporting requirements are satisfied by such entities, including providing information\nwith respect to their respective investors. Pursuant to the final regulations issued by the U.S. Treasury and the IRS relating to FATCA,\nthe Fund will be treated as a NFFE, but the Fund elected to register as a direct reporting NFFE with the IRS. Accordingly, the Fund will\nbe required to provide to the IRS certain information with respect to its investors. If the Fund were to be unable to provide such investor\ninformation to the IRS or otherwise fail or be unable to comply with the legal and regulatory requirements of the U.S. Code with respect\nto FATCA, the Fund’s U.S. sourced income would be reduced, inasmuch as it would be subject to such 30% withholding tax. This reduction\nmay negatively affect the Fund’s ability to fulfill its obligations. See the section entitled “Taxation” and consult\nyour tax adviser.

Other Risks

When-Issued Securities and Delayed-Delivery\nTransactions Risk. The purchase of securities on a when-issued or delayed-delivery basis involves the risk that, as a result of\nan increase in yields available in the marketplace, the value of the securities purchased will decline prior to the settlement date. The\nsale of securities for delayed delivery involves the risk that the prices available in the market on the delivery date may be greater\nthan those obtained in the sale transaction.

Repurchase Agreements Risk. The Fund\nmay enter into certain types of repurchase agreements, In the event of default by a repurchase agreement counterparty under any repurchase\nagreement the Fund may suffer time delays and incur costs or possible losses in connection with the disposition of the securities underlying\nsuch repurchase agreements. In the event of a default, instead of the contractual fixed rate of return, the rate of return to the Fund\nwill be dependent upon intervening fluctuations of the market values of such underlying securities and the accrued interest on the underlying\nsecurities. In such event, the Fund would have rights against the respective counterparty for breach of contract with respect to any losses\nresulting from market fluctuations following the failure of such counterparty to perform. In addition, fluctuations in the amounts paid\non the repurchase agreements entered into by the Fund, may reduce the amounts available for dividend distributions to shareholders.

The yield on repurchase agreements depends on a variety\nof factors, including, but not limited to, general, municipal and fixed-income securities

\n \n \n

market conditions, the amount being invested, the\nfinancial condition of the respective counterparty, and the maturity and credit quality of the security involved in each transaction.

The Fund intends to always act as the borrower\nrather than the lender in repurchase agreements. The use of repurchase agreements may involve additional risks including counterparty\nrisk. In the event of default where either the borrower is unable to pay the principal or the lender fails to return the collateral,\nthe non-defaulting party will have contractual remedies pursuant to the agreement related to the transaction. The Fund intends to enter\ninto repurchase agreements only with selected counterparties that meet certain standards.

The SEC has finalized new rules requiring the\ncentral clearing of certain repurchase transactions involving U.S. Treasuries. Compliance with these rules is expected to be required\nby the middle of 2027. Although the impact of these rules on the Fund is difficult to predict, these rules may reduce the availability\nor increase the costs of such transactions, which could make it more difficult for the Fund to execute certain investment strategies\nand may adversely affect the Fund’s performance.

Risks of Securities of Unseasoned Issuers.\nCertain securities may lack a significant operating history and be dependent on products or services without an established market\nshare.

Non-Publicly Traded and Illiquid Securities\nRisk. There presently is a limited number of participants in the market for certain securities that may be acquired by the Fund\nthe disposition of which may be limited by federal securities laws. For this purpose, the term “illiquid securities” means\nsecurities that cannot be disposed of in the ordinary course of business within seven calendar days at approximately the amount at which\nthe Fund has valued the securities and includes, among other things, securities subject to contractual restrictions on resale that hinder\nthe marketability of the securities. To the extent the Fund invests in illiquid securities, the Fund may not be able to liquidate readily\nsuch investments, particularly at a time when it is advisable to do so to minimize losses to the Fund, and would have to sell other investments\nif necessary to raise cash to meet its obligations.

Cyber Security Risk. Failures or\nbreaches of the electronic systems of the Fund, the Adviser, distributor, and other service providers, or the issuers of securities in\nwhich the Fund invests have the ability to cause disruptions and negatively impact the Fund’s business operations, potentially\nresulting in financial losses to the Fund and its shareholders. While the Fund has established business continuity plans and risk management\nsystems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Fund\ncannot control the cyber security plans and systems of the Fund’s service providers or issuers of securities in which the Fund\ninvests. The rapid development and increasingly widespread use of artificial intelligence (“AI”) and machine learning could\nexacerbate these risks or result in cyber security incidents that implicate personal data.

Because technology is frequently changing, new ways\nto carry out cyberattacks continue to develop. Therefore, there is a chance that certain risks have not been identified or prepared for,\nor that an attack may not be detected, which puts limitations on the ability of the Fund and its service providers to plan for or respond\nto a cyberattack. Furthermore, geopolitical tensions could increase the scale and sophistication of deliberate cybersecurity attacks,\nparticularly those from nation-states or from entities with nation-state backing.

Expense Risk. Fund expenses are subject\nto a variety of factors, including fluctuations in the Fund’s net assets. Accordingly, actual expenses may be greater or less than\nthose indicated. For example, to the extent that the Fund’s net assets decrease due to market declines or redemptions, the Fund’s\nexpenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund’s\nexpense ratio could be significant.

Escheatment. Many states and Puerto\nRico have unclaimed property rules that provide for transfer to the state (also known as “escheatment”) of unclaimed property\nunder various circumstances. These circumstances include inactivity (e.g., no owner-initiated contact for a certain period), returned\nmail (e.g., when mail sent to a shareholder is returned by the post office as undeliverable), or a combination of both. Unclaimed or inactive\naccounts may be subject to escheatment laws, and the Fund and ALPS Fund Services, Inc. (the “Transfer Agent”), the Fund’s\ntransfer agent, will not be liable to shareholders and their representatives for good faith compliance with those laws.

Limited Tax Benefits. An investment\nin the Fund will afford the tax benefits described herein in the section entitled “Taxation” solely to individuals whose principal\nresidence is in Puerto Rico, or to corporations and other business organizations whose principal office and place of business are in Puerto\nRico. Therefore, shareholders whose principal residence is not in Puerto Rico, or business organizations whose principal office and place\nof business is not Puerto Rico will not have a right to the same tax benefits.

Shareholder Information

Which Share Class Should I Choose?

The Fund currently offers Class A Shares. The Fund\ndoes not currently offer Class I Institutional Shares. Each share class represents an ownership interest in the same investment portfolio\nof securities. Each share class has different eligibility and availability criteria, sales charges, expenses, and dividends and distributions,\nallowing you to invest in the way that best suits your needs. Factors you should consider when choosing a share class include the amount\nyou plan to invest, the total costs associated with your investment and how long you plan to hold your shares.

The decision as to which class of shares is more appropriate\nfor you depends on the amount and intended duration of the investment. Investors who are planning to establish a program of regular investment\nmay want to consider Class A Shares because as the investment accumulates, investors may qualify for reduced front-end sales charges and\nthe amount invested is subject to lower ongoing expenses over the term of the investment.

If you are eligible to invest in Class I Institutional\nShares and such shares are offered, that is likely to be the most appropriate choice, as it is not subject to an initial sales charge\nand does not have annual distribution or service fees.

Your financial professional or your selected securities\ndealer, broker, investment adviser, service provider or industry professional (each, a “Financial Intermediary”) can help\nyou determine which share class is best suited to your personal financial goals.

\n \n \n

The table below summarizes key features of each of\nthe share classes of the Fund.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	\n Class A Shares	Class I Institutional Shares
Availability / Eligibility	Generally available.	Not currently offered.
Minimum Initial Investment	$3,000	$0 for fee-based accounts. $1 million for transactional accounts.
Minimum Subsequent Investment	$50	$50
Initial Sales Charge	Yes, between 0% to 2.50%	No. Entire purchase price is invested in shares of the Fund.
Deferred Sales Charge	No.	No.
Redemption Fees	2% for redemptions within 5 days of initial purchase.	2% for redemptions within 5 days of initial purchase.
Distribution and Service (12b-1) Fees	Distribution Fee: 0.25%	Distribution Fee: 0%
Conversion to Class A Shares	N/A	No.
Advantage	Generally available.	Since there is no initial sales charge, you will start off owning more shares. There are no distribution or service fees.
Disadvantage	Generally, a front-end sales charge is assessed which lowers the number of shares owned. Class A Shares may not make sense for investors who have a short investment horizon.	Availability and eligibility are limited.

The following pages will discuss additional information\nabout each share class, including the requirements to purchase Class I Institutional Shares, the sales charge table for Class A Shares,\nreduced sales charge information and sales charge waivers.

The availability of certain sales charge waivers and\nreductions may vary because Financial Intermediaries may have different policies regarding the availability of initial sales charge and\ndeferred sales charge waivers. When you buy shares, you must notify your Financial Intermediary of any facts or relationships that enable\nyou to qualify for sales charge waivers or reductions. If the waiver and discount is not available through a particular Financial Intermediary,\nyou will have to buy Fund shares through another Financial Intermediary to receive this waiver or discount.

More information regarding the existing sales charges,\nsales charge waivers and breakpoints, the methods used to value accounts for purposes of determining the applicability of breakpoints,\nthe information that needs to be provided to a shareholder’s Financial Intermediary in order to receive such breakpoints and letters\nof intent, accumulation plans, dividend reinvestment plans, withdrawal plans, exchange privileges, employee benefit plans, redemption\nreinvestment plans, and waivers for particular classes of shareholders is available at https://www.popularfunds.com/high-grade-fixed-income-fund\nor the SAI which is also available on the Fund’s website or upon request.

Class A Shares—Sales Charges and\nWaivers/Reductions

Initial Sales Charges:

Class A Shares are sold at their net asset value plus\nan initial sales charge of up to 2.5%. The initial sales charge for Class A Shares may be reduced or waived for certain purchasers.

The table below shows the initial sales charge\nthat you would pay if you buy Class A Shares. The offering price for Class A Shares includes any initial sales charge. You may qualify\nfor a reduced initial sales charge. Purchases of Class A Shares at certain dollar levels, known as “breakpoints,” allow for\na reduction in the initial sales charge. If you choose Class A Shares, you will pay a sales charge at the time of purchase as shown in\nthe table below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Your\n Investment	Sales Charge as a % \n of Offering Price	Sales Charge as a % of \n Your Investment	Dealer’s Reallowance as a \n % of Offering Price
Less than $50,000	2.50%	2.56%	2.00%
$50,000-99,999	2.25%	2.30%	1.75%
$100,000-$249,999	2.00%	2.04%	1.75%
$250,000-$499,999	1.75%	1.78%	1.50%
$500,000-$999,999	0.75%	0.76%	0.50%
$1,000,000 and over	0.00%	0.00%	0.00%

\n\n

Rounded to the nearest one-hundredth percent.

\n\n

At the discretion of Popular Securities, LLC (the “Distributor”),\nthe Dealer’s Reallowance, from time to time, may be equal to the entire sales charge set forth in the column of the above table\nunder “Sales Charge as a % of Offering Price.”

The Fund’s website (https://www.popularfunds.com/high-grade-fixed-income-fund)\nprovides, free of charge, the information here disclosed on sales charges.

\n \n \n

Except as provided below under “Right of Accumulation”\nand “Letters of Intent,” the reduced sales charges shown above apply to the aggregate of purchases of Class A Shares made\nat one time by “any Puerto Rico person,” which includes an individual, his or her spouse and children whose principal residence\nis within Puerto Rico purchasing shares for his or her own account, or a trustee or other fiduciary of a single trust estate or single\nfiduciary account which is deemed to be a resident of Puerto Rico. Investors may meet the minimum investment amounts required to qualify\nfor reduced sales charges by adding their purchases of Class A Shares to the net asset value of all Class A Shares held in Popular Total\nReturn Fund, Inc., Popular Income Plus Fund, Inc. and any other fund organized by Banco Popular de Puerto Rico (“Banco Popular”).\nThe Fund, Popular Income Plus Fund, Inc., Popular Total Return Fund, Inc. and any other fund organized by Banco Popular, or an affiliate,\nare sometimes referred to herein as the “Popular Family of Funds.”

Class I Institutional Shares are sold at their net asset\nvalue without an initial sales charge.

Initial Sales Charge Waivers

Purchases of Class A Shares may be made at net asset\nvalue without a sales charge in the following circumstances:

\n\n

●

Sales of Class A Shares to directors or officers of the Fund\nand employees of the Adviser or the Distributor and their respective subsidiaries and affiliates, or to the spouse and children of such\npersons, or sales to any trust, pension, profit-sharing or other benefit plan for such persons provided such sales are made upon the\nassurance of the purchaser that the plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as\namended (“ERISA”), and that the purchase is made for investment purposes and that the securities will not be resold except\nthrough redemption or repurchase;

\n\n

●

Offers of Class A Shares to any other investment company in connection\nwith the combination of such company with the Fund by merger, acquisition of assets or otherwise;

\n\n

●

Purchases of Class A Shares by any client of a newly employed\nfinancial consultant of Popular Securities, LLC (for a period up to 90 days from the commencement of the financial consultant’s\nemployment with the Distributor), on the condition (A) that the purchase of Class A Shares is made with the proceeds of the redemption\nof shares of another mutual fund which (i) was sold to the client by the financial consultant and (ii) was subject to a sales charge\nand (B) that the purchaser provides sufficient information at the time of purchase to permit verification that the purchases will qualify\nfor elimination of the sales charge;

\n\n

●

Insurance company separate accounts;

\n\n

●

Wrap accounts for the benefit of clients of investment professionals\nor other financial intermediaries adhering to standards established by the Distributor;

\n\n

●

Employer-sponsored retirement plans with at least $500,000 in\nplan assets;

\n\n

●

Officers, partners, employees or registered representatives of\nbroker-dealers that have entered into sales agreements with the Distributor;

\n\n

●

Purchases by other funds or accounts for which the Adviser or\nany affiliate acts as investment adviser or manager; and

\n\n

●

Shares acquired by reinvestment of dividends.

In order to obtain such discounts, the purchaser must\nprovide sufficient information at the time of purchase to permit verification that the purchase would qualify for the elimination of the\nsales charge and must comply with the residency requirements described above under “Limitations of Offering and Transfer of Shares.”

The availability of certain sales charge waivers and\ndiscounts will depend on whether you purchase your shares directly from the Fund or through a Financial Intermediary. Intermediaries may\nhave different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales\nload (“CDSC”) waivers, which are discussed in Appendix B. In all instances, it is the investor’s responsibility to notify\nthe Fund or the investor’s Financial Intermediary at the time of purchase of any relationship or other facts qualifying the purchaser\nfor sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders of the\nFund will have to purchase shares directly from the Fund or through another intermediary to receive these waivers or discounts.

Right of Accumulation

Class A Shares of the Fund may be purchased by any\nqualifying Puerto Rico resident at a reduced sales charge or at net asset value determined by aggregating the dollar amount of the new\npurchase and the total net asset value of all Class A Shares of the Fund and Class A Shares in the Popular Family of Funds (or any other\ninvestment company designated by the Fund’s Board of Directors (“Board”)) then held by such person and applying the\nsales charge applicable to such aggregate. In order to obtain such discount, the purchaser must provide sufficient information at the\ntime of purchase to permit verification that the purchase qualifies for the reduced sales charge. Such information includes:

\n\n

●

Information or records regarding shares or other funds in the\nPopular Family of Funds held in all accounts (e.g., retirement accounts) of the shareholder at the financial intermediary;

\n\n

●

Information or records regarding shares or other funds held in\nany account of the shareholder at another Financial Intermediary; and

\n\n

●

Information or records regarding shares or other funds held at\nany financial intermediary by related parties of the shareholder, such as members of the same family or household.

\n \n \n

The right of accumulation is subject to modification\nor discontinuance at any time after written notice to the shareholders with respect to all Class A Shares purchased thereafter.

Letters of Intent

A Letter of Intent for amounts of $50,000 or more\nprovides an opportunity for an investor to obtain a reduced sales charge by aggregating investments over a 13 month period, provided that\nthe investor refers to such Letter of Intent when placing orders. For purposes of a Letter of Intent, the amount of “Your Investment”\nas referred to in the preceding sales charge table includes purchases of all Class A Shares with a sales charge over the 13 month period\nbased on the total amount of intended purchases plus the value of all Class A Shares previously purchased and still owned. An alternative\nis to compute the 13 month period starting up to 90 days before the date of execution of a Letter of Intent. Each investment made during\nthe period receives the reduced sales charge applicable to the total amount of the investment goal. If the goal is not achieved within\nthe period, the investor must pay the difference between the sales charges applicable to the purchases made and the charges previously\npaid, or an appropriate number of escrowed shares will be automatically redeemed for such payment. Investors may meet the minimum investment\namounts for Letters of Intent by adding the value of all other Class A Shares in the Popular Family of Funds and other funds managed or\nco-managed by the Adviser, purchased during the applicable period. Investors should consult the Distributor to obtain a Letter of Intent\napplication.

Exchange Privileges

As of the date of this prospectus, your shares may\nbe exchanged for shares of the same class of any other fund that is part of the Popular Family of Funds. If the fund into which you exchange\nhas a higher initial sales charge, the new class of shares you will receive will be subject to a sales charge equal to the difference\nbetween the original sales charge and the sales charge of the fund into which you exchange. If the fund into which you exchange has a\nlower initial sales charge, the exchange will not be subject to an initial sales charge. Shares may only be exchanged for shares of another\nfund in the Popular Family of Funds up to five times per fiscal year of the Fund. Not all funds in the Popular Family of Funds offer all\nclasses of shares. Exchanges of shares are subject to the minimum investment requirements of the fund into which exchanges are made. The\nFund may suspend or terminate your exchange privilege if you engage in an excessive pattern of exchanges. Be sure to read the prospectus\nof the fund in the Popular Family of Funds into which you are exchanging. An exchange is a taxable transaction.

Class I Institutional Shares

The Fund does not currently offer Class I Institutional\nShares.

Class I Institutional Shares are not subject to any\nsales charge. Only certain investors are eligible to buy Class I Institutional Shares. Your broker-dealer or other Financial Intermediary\ncan help you determine whether you are eligible to buy Class I Institutional Shares.

Eligible Class I Institutional Shares investors include\nthe following:

\n\n

●

Investors acquiring shares in connection with a comprehensive\nfee or other advisory fee arrangement between the investor and a Sponsor in which the investor pays that Sponsor a fee for investment\nadvisory services and the Sponsor or broker-dealer through whom the shares are acquired has an agreement with distributors authorizing\nthe sale of Fund shares.

The Fund reserves the right to modify or waive the above-stated\npolicies at any time.

Purchase of Shares

The Fund sells and prices shares in accordance with\nthe daily net asset value per share of the Fund as well as any front-end sales charge that applies. Please see the “Valuation of\nShares” section below for further information on the determination of net asset value and the pricing of shares.

Distributors or Financial Intermediaries:\nThe Fund has authorized the Distributor and other Financial Intermediaries to receive purchase orders on its behalf. Financial Intermediaries\nthat offer shares of the Fund for purchase may charge additional fees for providing these services to shareholders and they may have different\npolicies that are not described in this prospectus. Please contact your Financial Intermediary for specific details on applicable commissions.

Financial Intermediaries may assist you in setting\nup your account and may purchase orders on your behalf. To receive the Fund’s current trading day’s price, your Financial\nIntermediary must receive your request in good order prior to the close of regular trading on the NYSE, generally 4:00 p.m. New York time\non a Business Day. Once the Fund receives your purchase request in good order you cannot cancel it after the market closes.

The Distributor and Transfer Agent reserve the right\nto cancel your order request if the Fund does not receive payment within two business days of receiving your purchase order request. The\nFund will return any payment received for orders that have been cancelled, but no interest will be paid on that money.

Exchange: Your Financial Intermediary\nmay exchange shares of a class of a Fund you own for shares of a different class of the same Fund, subject to the conditions described\nin “Exchange Privileges” above. To exchange shares of the Fund, contact your Financial Intermediary.

The Fund reserves the right to stop selling Fund shares\nor to reject any purchase request at any time and without notice, including purchases requested by exchange from another fund in the Popular\nFamily of Funds. This right also includes the right to reject any purchase request because of a history of frequent trading by the investor\nor because the purchase may negatively affect the Fund’s operation or performance.

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Redemption of Shares

Shares (including fractional shares) normally may\nbe redeemed for cash upon receipt of a request in proper form on any business day. In order for shares to be redeemed on a particular\nredemption date, the redemption order in proper form must be received by the Fund by the close of trading on the NYSE (generally, 4:00\nP.M., New York time) on the redemption date from the Distributor or other broker-dealer with which the Distributor has executed a selected\ndealer agreement. Redemption orders received by the Fund are irrevocable, except at the discretion of the Fund. The redemption price will\nbe the net asset value per share as of the close of trading on the NYSE on the date of redemption, minus any applicable contingent deferred\nsales charge. The value of shares at the time of redemption may be more or less than the shareholder’s cost, depending on the market\nvalue of the securities held by the Fund at such time.

Under normal and stressed market conditions, the Fund\ntypically expects to meet redemption requests by using cash or cash equivalents in its portfolio or by selling portfolio assets to generate\nadditional cash.

Redemption of shares by the Fund is a taxable event.\nSee “Taxation.”

The right to redeem shares on a daily basis may be\nsuspended or the date of payment postponed (a) for periods during which trading on the NYSE is restricted or the NYSE is closed or during\nwhich the U.S. bond markets are closed or (b) for any period during which an emergency exists as a result of which disposal of portfolio\nsecurities or determination of the net asset value per share of a class is not reasonably practicable.

A shareholder wishing to redeem shares may do so by\ntelephone through a registered representative of the Distributor or a broker-dealer or other financial institution that has entered into\na selected dealer agreement with the Distributor or by submitting a written request for redemption to the Distributor or such broker-dealer.\nThe Distributor reserves the right to require that any redemption request be made in writing. A written redemption request must (a) state\nthe number or dollar amount of shares to be redeemed, (b) identify the shareholder’s account number, and (c) be signed by the account\nholder exactly as the account is registered. The redemption proceeds will be remitted on or before the third business day following receipt\nof a redemption request in proper form that meets the above requirements.

In the event of a redemption of shares with an aggregate\nnet asset value in excess of $10,000, the Fund reserves the right to require that the signature(s) on the redemption request be guaranteed\nby an “eligible guarantor institution” (including, for example, certain financial institutions) as such is defined in Rule\n17Ad-15 under the Securities Exchange Act of 1934, as amended, the existence and validity of which may be verified by the Distributor\nthrough the use of industry publications. Unless otherwise directed, payment will be made in accordance with the existing instructions\nin the account held with the Distributor or financial institution through which the investor holds his or her shares, which may include\nmailing a check to the investor’s address of record within three business days of receipt of a proper notice of redemption as set\nforth above. Redemption proceeds for shares purchased by check, other than a certified or official bank check, will be remitted upon clearance\nof the check, which may take up to ten days or more.

The Distributor or any other broker-dealer participating\nin the distribution of shares may require additional supporting documents for redemptions made by corporations, executors, administrators,\ntrustees or guardians. A redemption request will not be deemed properly received until the Distributor or a broker-dealer or other financial\ninstitution involved in the distribution of shares receives all required documents in a timely manner and in proper form.

Automatic Cash Withdrawal Plan

The Fund offers shareholders an automatic cash withdrawal\nplan, under which shareholders may elect to receive cash payments of at least $100 per withdrawal. Automatic cash withdrawals will be\nsubject to any applicable contingent deferral sales charges. To the extent withdrawals exceed dividends, distributions and appreciation\nof the shareholder’s investment in the Fund, there will be a reduction in the value of the shareholder’s investment and continued\nwithdrawal payments will reduce the shareholder’s investment and may ultimately exhaust it. Withdrawal payments should not be considered\nas income from investment in the Fund. For further information regarding the automatic cash withdrawal plan, shareholders should contact\nthe Distributor.

Special Redemption Fees on Short Term Trading

The Fund will impose a 2.00% redemption fee, payable\ndirectly to the Fund, on redemptions made within five (5) days after acquiring shares. For purposes of determining whether the redemption\nfee applies, the shares that were held the longest will be redeemed first.

The Fund reserves the right to waive the redemption\nfee at its discretion if the Fund believes such waiver is consistent with the best interests of the Fund and to the extent permitted or\nrequired by applicable law. In addition, the Fund reserves the right to modify or eliminate the redemption fee or waivers at any time.

Frequent Purchases and Redemptions and Market Timing

The interests of the Fund’s long-term shareholders\nand its ability to manage its investments may be adversely affected when its shares are repeatedly bought and sold in response to short-term\nmarket fluctuations—also known as “market timing.” Market timing may cause the Fund to have difficulty implementing\nlong-term investment strategies, because it cannot predict how much cash it will have to invest. Market timing also may force the Fund\nto sell portfolio securities at disadvantageous times to raise the cash needed to buy a market timer’s Fund shares. These factors\nmay hurt the Fund’s performance and its shareholders.

The Fund currently uses several methods to reduce\nthe risks of market timing, including assessing redemption fees on redemptions and/or exchanges made within certain periods in order to\nprotect the Fund from the costs of short-term or excessive trading.

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Subject to the oversight of the Fund’s Chief\nCompliance Officer (the “CCO”), the Transfer Agent, has implemented procedures to help monitor for potential market timing\nactivity. On a weekly basis, the Transfer Agent provides trade reports to the CCO so that the CCO can review for any activity that may\nindicate potential market timing activity. Identified transactions are compared to historical transactions in an effort to ascertain if\nexcessive trading has occurred. If the CCO finds or suspects that excessive trading activity and/or market timing activity may be occurring,\nthe CCO will determine what appropriate action, if any, should be taken with regard to the account(s) involved.

If information regarding a shareholder’s trading\nactivity in any of the Fund is brought to the attention of the Board and based on that information the Board in its sole discretion concludes\nthat the trading may be detrimental to the Fund as described in the Fund’s market timing policy, the Board may temporarily or permanently\nbar such shareholder’s future purchases into the Fund or, alternatively, may limit the amount, number or frequency of any future\npurchases and/or the method by which a shareholder may request future purchases and redemptions.

Transactions placed in violation of the Fund’s\nMarket Timing Policy are not necessarily deemed accepted by the Fund and may be cancelled or revoked by the Fund on the next business\nday following receipt by the Fund.

In considering an investor’s trading activity,\nthe Fund may consider, among other factors, the trading history of accounts under common ownership or control for the purpose of enforcing\nthese policies.

For accounts serviced by Financial Intermediaries\nwhere the identity of the shareholder is unknown and/or the account is within an omnibus account, the Transfer Agent makes best efforts\nto contact the Financial Intermediary to determine the source of such trading activity. By their nature, omnibus accounts, in which purchases\nand sales of the Fund’s shares by multiple investors are aggregated by the intermediary and presented to the Fund on a net basis,\nmay effectively conceal the identity of individual investors and their transactions in the Fund in which case the Fund would not be protected\nfrom such excessive trading or market timing activity.

Right to Reject or Restrict Purchase Orders

Purchases of shares should be made primarily for investment\npurposes. The Fund reserves the right to restrict, reject or cancel, without any prior notice, any purchase order, including transactions\nrepresenting excessive trading, and including transactions accepted by any shareholder’s broker, dealer or financial representative.\nTransactions placed in violation of the Fund’s market timing policy or exchange limit guidelines may be cancelled or revoked by\nthe Fund on the next business day following receipt by the Fund.

Management of the Fund

Investment Adviser

Popular Asset Management LLC, a registered investment\nadviser, acts as the investment adviser of the Fund pursuant to an investment advisory agreement with the Fund. Subject to the direction\nof the Board, the Adviser is responsible for all investment decisions regarding the Fund’s assets. The Adviser currently acts as\ninvestment adviser to other registered investment companies, and other accounts managed, including separately managed accounts, and as\nof September 30, 2026, managed approximately $4.12 billion in regulatory assets.

Unless earlier terminated as described below, the\ninvestment advisory agreement between the Fund and the Adviser will continue in effect for a period of two years from the date of execution\nand will remain in effect from year to year thereafter if approved annually (1) by the Board or by a majority of the outstanding voting\nsecurities of the Fund and (2) by a majority of the directors who are not parties to such contract or affiliated with any such party.\nSuch contract is not assignable and may be terminated without penalty on 60 days’ written notice at the option of either party thereto\nor by the vote of the shareholders of the Fund.

The Adviser is compensated by the Fund at the\nannual rate of 0.50% of the value of the Fund’s average daily total assets, which includes leverage. The Adviser has also voluntarily\nwaived an amount of the management fee at a rate of 0.05% per annum of the Fund’s average daily total assets. This waiver is\nnot contractual and could be immediately eliminated at any time. The principal executive offices of the Adviser are located at the Popular\nCenter North Building, Second Level (Fine Arts), 209 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918, and its main telephone\nnumber is (888) 855-1034.

For the fiscal year ended June 30, 2026, the Fund\npaid the Adviser management fees at the annual rate of 0.50% of the Fund’s average daily total assets.

A discussion of the basis for the Board’s\napproval of the Management Agreement with respect to the Fund is included in the Fund’s filing on Form N-CSR that includes the\nannual report for the fiscal year ended June 30, 2026.

Portfolio Managers

A team of investment professionals led by Angel\nM. Rivera, CFA, Antonio Rondán, CFA, Cristina Cañellas, CFA and Hamada Smaili, CFA is primarily responsible for the day-to-day\nmanagement of the Fund’s assets.

Angel M. Rivera has over 20 years of investment\nportfolio management and financial services experience. Prior to joining Popular Asset Management LLC as Subsidiary President in 2023,\nMr. Rivera spent the last 7 years working in the Corporate Treasury of Popular, Inc. responsible for managing the investment portfolio\nand wholesale funding for the holding company and its subsidiaries. He also serves as portfolio manager for various Puerto Rico investment\ncompanies advised and co-advised by the Adviser. Before that, he worked as Fixed Income Portfolio Manager for Popular Asset Management,\nthen a division of Banco Popular of Puerto Rico. Mr. Rivera holds an MBA from Northwestern University-Kellogg School of Management, BBA\nfrom the University of Puerto Rico, and the Chartered Financial Analyst and Financial Risk Manager designations.

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Mr. Rondán has BA and MBA degrees from the\nUniversity of Puerto Rico. He has over 10 years of experience in investments and portfolio management. He initially joined Popular Asset\nManagement LLC in 2006 as financial analyst. Antonio obtained the CFA Charterholder designation in 2010. Since 2013, he has been portfolio\nmanager for institutional equity portfolios.

Ms. Cañellas holds a Bachelor of Science\nin Finance from Bentley University and has over 10 years of experience in investments and portfolio management. She joined Popular Asset\nManagement LLC in 2021 as portfolio manager for institutional fixed-income portfolios. Before working at Popular Asset Management, Cristina\nworked at Santander Asset Management as a Senior Portfolio Manager for institutional fixed-income portfolios, manager of the Investment\nDepartment, and Vice President of the First PR Family of Funds. Before that, she worked as a Trader at the Treasury and Investments Department\nat the Government Development Bank for Puerto Rico. Cristina also worked at UBS Asset Management, as an Analyst for institutional fixed-income\nportfolios, where she started her professional career in portfolio management. Furthermore, she holds the Chartered Financial Analyst\ndesignation which she obtained in 2015.

Mr. Smaili holds a BA in finance from the University\nof Puerto Rico and an MBA from IE University (Instituto de Empresas) in Madrid. He has over 10 years of experience in investments and\nportfolio management. He initially joined Popular Asset Management LLC in 2014 as financial analyst and returned in 2022 as a Portfolio\nManager after having worked for the treasury department of MAPFRE PR as portfolio manager for the institutional fixed income portfolio.\nMr. Smaili obtained the CFA Charterholder designation in 2014.

The Fund’s statement of additional information\nprovides additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers, and\nthe Portfolio Managers’ ownership of securities in the Fund.

Distribution

The Fund has agreed to pay a distribution fee to the\nDistributor pursuant to a Distribution Plan adopted by the Fund. Under the Distribution Plan, the Fund pays the Distributor a distribution\nfee accrued daily and paid monthly at the annual rate of 0.25% of the average daily net assets of the Class A Shares in order to compensate\nthe Distributor (and selected broker-dealers or financial institutions that enter into dealer or agency agreements with the Distributor)\nfor distributing or providing other related services in connection with the shares. Because these fees are paid out of the Fund’s\nassets on an ongoing basis, over time these fees will increase the cost of your investment.

The Distributor is a wholly owned subsidiary of Popular,\nInc., the parent company of the Adviser. See “Conflicts of Interest – Transactions with Affiliates.”

Potential Conflicts of Interest

Certain activities of the Adviser and its affiliates,\nincluding Popular Securities, LLC, Popular, Inc. and their respective affiliates (collectively, the “Affiliates”, and together\nwith the Adviser, referred to herein as “Popular”), and their respective directors, officers or employees, with respect to\nthe Fund and/or other accounts managed by Popular, may give rise to actual or perceived conflicts of interest such as those described\nbelow.

Popular, its subsidiaries and their respective directors,\nofficers and employees, including the business units or entities and personnel who may be involved in the investment activities and business\noperations of the Fund, are engaged in various businesses, including managing equities, fixed income securities, cash and alternative\ninvestments, and other financial services, and have interests other than that of managing the Fund. These are considerations of which\ninvestors in the Fund should be aware, and which may cause conflicts of interest that could disadvantage the Fund and its shareholders.\nThese businesses and interests include potential multiple advisory, transactional, financial and other relationships with, or interests\nin companies and interests in securities or other instruments that may be purchased or sold by the Fund.

The Adviser and certain of its Affiliates provide\ninvestment management services to other funds and discretionary managed accounts that may follow investment programs similar to that of\nthe Fund. The Adviser and its Affiliates are involved with a broad spectrum of financial services and asset management activities and\nmay engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with\nthose of the Fund. The Adviser or one or more Affiliates act or may act as an investor, research provider, investment manager, commodity\npool operator, commodity trading advisor, financier, underwriter, adviser, trader, lender, agent and/or principal, and have other direct\nand indirect interests in securities, currencies, commodities, derivatives and other instruments in which the Fund may directly or indirectly\ninvest. The Fund may invest in securities of, or engage in other transactions with, companies with which an Affiliate has significant\ndebt or equity investments or other interests. The Fund may also invest in issuances (such as structured notes) by entities for which\nan Affiliate provides and is compensated for cash management services relating to the proceeds from the sale of such issuances. The Fund\nalso may invest in securities of, or engage in other transactions with, companies for which an Affiliate provides or may in the future\nprovide research coverage. An Affiliate may have business relationships with, and purchase, or distribute or sell services or products\nfrom or to, distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Fund, and may receive\ncompensation for such services. The Adviser or one or more Affiliates may engage in proprietary trading and advise accounts and funds\nthat have investment objectives similar to those of the Fund and/or that engage in and compete for transactions in the same types of securities,\ncurrencies and other instruments as the Fund. This may include transactions in securities issued by other open-end and closed-end investment\ncompanies (which may include investment companies that are affiliated with the Fund and the Adviser, to the extent permitted under the\n1940 Act). The trading activities of the Adviser and these Affiliates are carried out without reference to positions held directly or\nindirectly by the Fund and may result in the Adviser or an Affiliate having positions in certain securities that are senior or junior\nto, or have interests different from or adverse to, the securities that are owned by the Fund.

Neither the Adviser nor any Affiliate is under any\nobligation to share any investment opportunity, idea or strategy with the Fund. As a result, an Affiliate may compete with the Fund for\nappropriate investment opportunities. The results of the Fund’s investment activities, therefore, may differ from those of an Affiliate\nand of other accounts managed by the Adviser or an Affiliate, and it is possible that the Fund could sustain losses during periods in\nwhich one or more Affiliates and other accounts achieve profits on their trading for proprietary or other accounts. The opposite result\nis also possible.

In addition, the Fund may, from time to time, enter\ninto transactions in which the Adviser or an Affiliate or their directors, officers or employees or other clients have an adverse interest.\nFurthermore, transactions undertaken by clients advised or managed by the Adviser or its Affiliates may adversely impact the Fund.

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Transactions by one or more clients or the Adviser\nor its Affiliates or their directors, officers or employees, may have the effect of diluting or otherwise disadvantaging the values, prices\nor investment strategies of the Fund. The Fund’s activities may be limited because of regulatory restrictions applicable to the\nAdviser or one or more Affiliates and/or their internal policies designed to comply with such restrictions.

In addition, certain principals and employees of the\nFund and the Adviser are also principals and employees of other business units or entities within Popular. As a result, these principals\nand employees may have obligations to such other business units or entities or their clients and such obligations to other business units\nor entities or their clients may be a consideration of which investors in the Fund should be aware.

Present and future activities of Popular, its subsidiaries\nand their directors, officers or employees may give rise to other conflicts of interest that could disadvantage the Fund and its shareholders.\nSee the SAI for further information.

Valuation of Shares

The price of the shares is based on the value of the\nFund’s portfolio securities and other investments. Net asset value per share is determined daily by ALPS Fund Services, Inc. (the\n“Administrator”) after the close of trading on the NYSE on each business day. For purposes of determining the net asset value\nof a share, the value of the securities held by the Fund plus any cash or other assets (including interest accrued but not yet received)\nminus all liabilities (including borrowings and accrued interest thereon and other accrued expenses) is divided by the total number of\nshares of such Class outstanding at such time. Expenses, including the fees payable to the Adviser, the Distributor and the Administrator,\nare accrued daily and paid monthly.

Under Rule 2a-5 under the 1940 Act, which addresses\nvaluation practices and the role of the board of directors with respect to the fair value of the investments of a registered investment\ncompany, a mutual fund’s board is permitted to designate the fund’s primary investment adviser as “valuation designee”\nto perform the fund’s fair value determinations, subject to board oversight and reporting and other requirements. The Board has\nappointed the Adviser to serve as the Fund’s valuation designee in accordance with Rule 2a-5 under the 1940 Act and the securities\nheld by the Fund are valued in accordance with the Adviser’s policies and procedures adopted to guide the determination of NAV on\nany day when the Fund’s NAV is determined. Securities that are listed or traded on a securities exchange are valued at the last\navailable sale price on the principal exchange on which they are listed, and securities traded on the NASDAQ System are valued at the\nlast sale price reported as of the close of trading on the NYSE on such business day. Portfolio securities traded in other over-the-counter\nmarkets are valued at the last available bid price in the over-the-counter market prior to the time of valuation. When market quotations\nfor securities held by the Fund are not readily available, they will be valued at fair value by the Adviser in accordance with its policies\nand procedures utilizing quotations and other information concerning similar securities derived from recognized dealers in those securities\nor, in the case of fixed-income securities, information regarding the trading spreads quoted by recognized dealers between such securities\nand U.S. Treasury securities whose characteristics are determined to most closely match the characteristics of the Fund’s securities.\nDealers providing pricing information may include the Distributor, and in the case of certain securities held by the Fund, the Distributor\nmight be the sole or best source of pricing information.

In determining net asset value, the Fund also may\nutilize the valuations of portfolio securities and other investments furnished by a pricing service approved by the Adviser. The pricing\nservice typically values portfolio securities at the bid price or the yield equivalent when quotations are readily available. Portfolio\nsecurities for which quotations are not readily available are valued at fair market value on a consistent basis as determined by the pricing\nservice using a matrix system to determine valuations. The procedures of the pricing service and its valuations will be reviewed by the\nAdviser. Prior to using a pricing service, the Adviser will determine in good faith that the use of a pricing service is a fair method\nof determining the valuation of portfolio securities.

Notwithstanding the above, fixed-income securities\nfor which market quotations are not readily available with maturities of 60 days or less, generally will be valued at amortized cost\nif their original term to maturity was 60 days or less, or by amortizing the difference between their fair value as of the 61st day prior\nto maturity and their maturity value if their original term to maturity exceeded 60 days, unless in either case the Adviser determines\nthat this valuation method does not represent fair value. All other securities of the Fund for which quotations are not readily available\nfrom any source, will be valued by the Adviser in accordance with its policies and procedures.

Dividends and Automatic Reinvestment

The Fund intends to declare and pay monthly a\ndividend of substantially all of its net investment income, if any, on shares of the Fund. The Fund does not expect to make distributions\nof net realized capital gains, although the Board reserves the right to change this policy.

Unless a shareholder has elected to receive distributions\nof income in cash, dividends will be reinvested automatically in additional shares of the same class at net asset value per share of such\nclass as of the close of business on the ex-dividend date. A shareholder may change the option at any time by notifying his or her broker.

Dividends to Qualifying Individuals (as defined below,\nunder “Taxation”) and Qualifying Trusts (as defined below under “Taxation“) consisting of Ordinary Dividends (as\ndefined below under “Tax Taxation”) will be distributed net of the 15% tax imposed by Section 1023.06 of the PR Code, which\nwill be automatically withheld at source by the Fund.

Distributions from the Fund may be subject to U.S.\nfederal income taxes if made to shareholders who are not Qualifying Investors (as defined herein). Please refer to the section entitled\n“Taxation” and consult your tax adviser.

Taxation

The following discussion summarizes the material Puerto\nRico and U.S. federal tax considerations that may be relevant to prospective investors in the Fund. This section is not to be construed\nas a substitute for careful tax planning. Prospective investors are urged to consult their own tax advisers with specific reference to\ntheir own tax situations, including the application and effect of other tax laws and any possible changes in the tax law after the date\nof this prospectus.

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The discussion in connection with the Puerto Rico\ntax considerations is based on the current provisions of the PR Code and the regulations promulgated or applicable thereunder; AD19-04;\nthe Municipal Code and Act 93-2013. The tax discussion assumes that (i) the Fund will meet the requirements of PR Code Section 1112.01\nand the 1940 Act, (ii) all individual investors are US citizens, and (ii) no investor will be subject to special rules of taxation, such\nas partnerships or entities that are treated as conduit entities for Puerto Rico income tax purposes, “special partnerships,”\n“subchapter E corporations” (corporations of individuals), life insurance companies, registered investment companies, tax\nexempt organizations, estates and trusts.

The Puerto Rico income tax treatment of the Fund and\nthe Qualifying Investors (as defined below) is based on the relevant provisions of the PR Code as construed by the Secretary in AD19-04.\nPursuant to the PR Code, the Puerto Rico income tax treatment of the Fund and the Qualifying Investors discussed herein is applicable\nto investment companies registered under Act 93-2013 or its predecessor, Act Number 6 of October 19,1954, as amended (“Act 6-1954”\nand together with Act 93-2013, collectively, the “PR Investment Companies Acts“) and its Qualifying Investors. However, as\na result of the amendment of the 1940 Act by the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018, Puerto Rico investment\ncompanies, such as the Fund, have to register with the Securities and Exchange Commission (the “SEC”) under the 1940 Act and\nare not allowed to register under the PR Investment Companies Acts. Thus, in AD19-04, the Secretary ruled that the Puerto Rico income\ntax treatment of investment companies pursuant to the PR Code continues to be applicable to investment companies organized in Puerto Rico\nwith their principal office in Puerto Rico, such as the Fund, to the same extent as if they were registered under any of the PR Investment\nCompanies Acts; provided that, the investment companies are registered with the SEC under the 1940 Act.

The discussion in connection with the U.S. federal\nincome tax considerations is based on the current provisions of the U.S. Code, and the regulations promulgated thereunder (the “U.S.\nCode Regulations”) and the administrative pronouncements of the IRS.

This discussion assumes that the shareholders\nof the Fund will be (i) individuals who are bona fide residents of Puerto Rico for the entire taxable year, within the meaning of Sections\n933 and 937 of the U.S. Code (“Qualifying Individuals”), (ii) U.S. citizens nonresident of Puerto Rico (“Nonresident\nU.S. Citizens”), (iii) corporations or entities organized under the laws of Puerto Rico treated as corporations under the PR Code\nand the U.S. Code, provided that the distributions from the Fund are not effectively connected with their U.S. trade or business, if\nany (“Qualifying Corporations”), (iv) corporations organized outside of Puerto Rico, or entities organized outside of Puerto\nRico treated as corporations under the PR Code and the U.S. Code, that either are not engaged in trade or business in Puerto Rico (“Foreign\nCorporations”) or that are engaged in trade or business in Puerto Rico (“Resident Foreign Corporations”), or (v) trusts\n(other than business trusts) organized under the laws of Puerto Rico, the trustees of which are Qualifying Individuals or Qualifying\nCorporations and all the beneficiaries of which are Qualifying Individuals (“Qualifying Trusts”), including employee retirement\nplan trusts described in Section 1081.01(a) of the PR Code (“Qualifying Retirement Trusts” and together with Qualifying Individuals,\nQualifying Corporations, and Qualifying Trusts, collectively referred to as “Qualifying Investors”). This summary does not\nattempt to discuss all tax consequences to Qualifying Investors, Nonresident U.S. Citizens, Foreign Corporations, or Resident Foreign\nCorporations that may be subject to special tax treatment under the PR Code or the Municipal Code (such as partnerships, special partnerships,\ncorporations of individuals, or other pass-through entities and tax-exempt organizations) or under the U.S. Code (such as “controlled\nforeign corporations” or “personal holding companies”).

The statements that follow are based on the existing\nprovisions of such statutes, regulations and administrative pronouncements, all of which are subject to change (even with retroactive\neffect). A prospective investor should be aware that the conclusions set forth herein in connection with Puerto Rico and U.S. tax treatment\nof the Fund, Qualifying Investors, Nonresident U.S. Citizens, Foreign Corporations, and Resident Foreign Corporations are not binding\non the PRTD, any municipality or agency of Puerto Rico, the IRS, or the courts. Accordingly, there can be no assurance that the conclusions\nset forth herein, if challenged, will be sustained.

Puerto Rico Taxation of the Fund

Income Taxes. The Fund should be exempt\nfrom Puerto Rico income tax for a taxable year if it distributes to its shareholders at least 90% of its net income for the taxable year\nwithin the time period provided by the PR Code (the “90% Distribution Requirement”). In determining its net income for purposes\nof the 90% Distribution Requirement, the Fund shall not take into account capital gains and losses and certain items of income (including\ninterest) that are exempt from taxation under the PR Code. The Fund intends to meet the 90% Distribution Requirement to be exempt from\nPuerto Rico income tax.

Property Taxes. Under the provisions\nof the Municipal Code, the Fund will be subject to property taxes. However, property of the Fund that consists of repurchase agreements,\nobligations of the Government of Puerto Rico or the U.S. Government and stocks of domestic or foreign corporations are exempt from property\ntaxes imposed by the Municipal Code.

Municipal License Taxes. Pursuant to\nAct 93-2013, investment companies, such as the Fund are not subject to municipal license taxes, provided that they are registered under\nAct 93-2013. Because municipalities have the authority to impose taxes that are not incompatible with the taxes imposed by the Commonwealth\nof Puerto Rico, the holding of AD19-04 should be construed as exempting the Fund from the municipal license tax imposed by the Municipal\nCode.

Puerto Rico Taxation of Fund Shareholders

Regular Income Taxes on Capital Gains. Gains\nrecognized by a Qualifying Investor from the sale, exchange or other disposition (including a redemption that is not essentially equivalent\nto a dividend) of shares will be treated as a capital gain for Qualifying Investors who hold the shares as a capital asset and as a long-term\ncapital gain if the shares have been held by the Qualifying Investor for more than one (1) year prior to such sale or exchange. Long-term\ncapital gains recognized by Qualifying Individuals on the sale, exchange or other disposition of the shares will be subject to a 15% income\ntax rate; except that, if the alternate basic tax is applicable, the rate would be a maximum of 24%. Alternatively, the Qualifying Individual\nmay elect to include such long-term capital gain as ordinary income and be subject to the regular income tax rates imposed under the PR\nCode. Long-term capital gains recognized by a Qualifying Corporation on the sale, exchange or other disposition of the shares will be\nsubject to an alternative 20% income tax rate. Alternatively, the Qualifying Corporation may also elect to include such long-term capital\ngain as ordinary income and be subject to the regular income tax rates imposed under the PR Code.

\n \n \n

Gains recognized by a Nonresident U.S. Citizen or\na Foreign Corporation from the sale, exchange or other disposition of shares should constitute income from sources outside of Puerto Rico\nnot subject to Puerto Rico income tax. Resident Foreign Corporations will be subject to Puerto Rico income tax on such gains, if the Resident\nForeign Corporation is engaged in certain banking or financial business in Puerto Rico and the gains are attributable to such business.

Losses from the sale, exchange or other disposition\nof shares that constitute capital assets in the hands of Qualifying Investors or Resident Foreign Corporations are deductible only to\nthe extent of gains recognized by any such investors from the sale, exchange or other disposition of capital assets during the same taxable\nyear. Qualifying Investors, except for Qualifying Corporations, may also deduct up to $1,000 of such capital losses against ordinary income.\nQualifying Investors and Resident Foreign Corporations may carryforward and deduct any remaining losses against capital gains incurred\nin subsequent taxable years, subject to certain time limitations, including limiting the deduction to 90% of the net income and 70% for\npurposes of the alternative minimum tax.

Regular Income Taxes on Dividend Distributions.\nDividend distributions by the Fund are classified as “Capital Gain Dividends” or “Ordinary Dividends”\nas discussed below.

Distributions paid by the Fund from its earnings and\nprofits derived from the sale or exchange of property constitute capital gain dividends (“Capital Gain Dividends”) and are\ntaxable as long-term capital gains to Qualifying Investors regardless of how long the shares have been held by the Qualifying Investor.\nCapital Gain Dividends will qualify for the special income tax rate on capital gains of 15% (subject to the alternate basic tax discussed\nbelow), in the case of Qualifying Individuals, and for the alternative 20% income tax rate, in the case of Qualifying Corporations.

Capital Gain Dividends of Nonresident U.S. Citizens\nand Foreign Corporations should constitute income from sources outside of Puerto Rico not subject to Puerto Rico income tax. Resident\nForeign Corporations will be subject to a 20% Puerto Rico income tax (or elect to include such capital gain as ordinary income and be\nsubject to the regular income tax rates) and a 10% Puerto Rico branch profits tax, if the Capital Gains Dividends are attributable to\ncertain banking or financial business conducted by the Resident Foreign Corporation in Puerto Rico.

Special rules may apply to Capital Gain Dividends\ndistributed by the Fund to Qualifying Trusts.

A dividend distribution paid by the Fund that is not\na Capital Gain Dividend is an “Ordinary Dividend.”

Ordinary Dividends and Capital Gain Dividends distributed\nto Qualifying Individuals and Qualifying Corporations and Ordinary Dividends and Capital Gain Dividends subject to Puerto Rico income\ntax distributed to Resident Foreign Corporations are included in gross income and subject to Puerto Rico income tax as ordinary gross\nincome or capital gain, as the case may be, regardless of whether they are reinvested in additional shares pursuant to the Fund’s\ndividend reinvestment plan. Distributions that exceed the earnings and profits of the Fund will be treated as a tax-free return of capital\nto such investors, to the extent of the investors’ basis in the shares, and any excess will be treated as a gain from the sale or\nexchange of the shares.

By purchasing shares, Qualifying Investors and Resident\nForeign Corporations will be irrevocably agreeing that all Ordinary Dividends distributed to them will be subject to a 15% Puerto Rico\nincome tax withholding, which will be automatically withheld at the source by the Fund or its paying agent (including the Distributor\nor a selected Dealer).

Ordinary Dividends received by Qualifying Individuals,\nand Qualifying Trusts will be subject to a 15% preferential tax to be withheld at source, rather than to the regular tax on ordinary income.\nNonresident U.S. Citizens will also be subject to the 15% withholding tax.

Upon filing a Puerto Rico income tax return, a Qualifying\nIndividual, Qualifying Trust or Nonresident U.S. Citizen may elect not to be subject to the 15% preferential tax on the Ordinary Dividends\nand to be subject to the regular income tax rates provided by the PR Code on ordinary income and the 15% tax withheld at source may be\nclaimed as a credit against Puerto Rico income taxes.

An Ordinary Dividend received by a Foreign\nCorporation will be subject to a 10% Puerto Rico tax that will be withheld by the Fund or its paying agent. Qualifying Corporations\nand Resident Foreign Corporations will be subject to the regular and alternative minimum tax. An Ordinary Dividend received by a\nQualifying Corporation or a Resident Foreign Corporation will qualify for an 85% dividends received deduction. Qualifying\nCorporations and Resident Foreign Corporations will not be eligible for the 15% preferential tax applicable to Qualifying\nIndividuals, Nonresident U.S. Citizens and Qualifying Trusts. However, dividends paid to Qualifying Corporations and Resident\nForeign Corporations will be subject to the 15% income tax withholding, which amount may be claimed as a credit against the Puerto\nRico income taxes due by the Qualifying Corporation and Resident Foreign Corporations.

Alternate Basic Tax. Qualifying Individuals\nand Nonresident U.S. Citizens are subject to an alternate basic tax if their regular tax liability is less than the alternate basic tax\nliability. The alternate basic tax applies with respect to Qualifying Individuals and Nonresident U.S. Citizens that have alternate basic\ntax net income in excess of $25,000. The alternate basic tax rates range from 1% to 24% depending on the alternate basic tax net income\n(the 24% top marginal rate applies to alternate basic tax net income in excess of $250,000). The alternate basic tax net income is determined\nby adjusting the individual’s net income subject to regular income tax rates by, among other adjustments, adding: (i) certain income\nexempt from the regular income tax and (ii) to the extent applicable, income subject to special tax rates as provided in the PR Code such\nas: Ordinary Dividends, Capital Gain Dividends and long-term capital gains recognized by Qualifying Individuals on the sale, exchange\nor other taxable disposition of shares. It should be noted that exempt dividends paid by the Fund are not subject to alternate basic tax.

Estate and Gift Taxes. Puerto Rico does\nnot impose gift or estate taxes. Thus, the transfer of shares by gift by a Qualifying Individual or a Nonresident U.S. Citizen will not\nbe subject to gift taxes or estate taxes

\n \n \n

Municipal License Taxes. Under the Municipal\nCode, all dividends distributed by the Fund to Qualifying Corporations and to Resident Foreign Corporations will form part of their “volume\nof business” and, therefore, may be subject to a municipal license tax of up to 1.5%, in the case of Qualifying Corporations and\nResident Foreign Corporations that are engaged in a financial business, or of up to 0.5%, in the case of Qualifying Corporations and Resident\nForeign Corporations engaged in non-financial businesses. Qualifying Individuals, Nonresident U.S. Citizens and Foreign Corporations will\nnot be subject to municipal license tax on the Fund’s distributions.

Property Taxes. Under the provisions\nof the Municipal Code, the shares are exempt from Puerto Rico personal property taxes in the hands of the Qualifying Investors and Resident\nForeign Corporations Nonresident U.S. Citizens and Foreign Corporations are not subject to property taxes on their shares.

The discussion contained in this Section is a general\nand abbreviated summary of certain Puerto Rico tax considerations affecting the Fund and the Qualifying Investors and is not intended\nas tax advice or to address a shareholder’s particular circumstances. Investors are urged to consult their tax advisers regarding\nthe tax consequences of investing in the Fund.

United States Taxation of the Fund

Income Taxes. For purposes of the\nU.S. Code, the Fund is treated as a foreign corporation. Based on certain representations made by the Fund, the Fund should not be treated\nas engaged in a trade or business within the United States for purposes of the U.S. Code. As a foreign corporation not engaged in a U.S.\ntrade or business, the Fund should generally not be subject to U.S. federal income tax on gains derived from the sale or exchange of\npersonal property or any other income from sources outside the U.S. However, if it is determined that the Fund is engaged in a trade\nor business within the United States for purposes of the U.S. Code, and the Fund has taxable income that is effectively connected with\nsuch U.S. trade or business, the Fund will be subject to the regular U.S. corporate income tax on its effectively connected taxable income,\nand possibly to a 30% branch profits tax and state and local taxes as well.

Interest received by the Fund from U.S. sources on\ncertain registered obligations (“Portfolio Interest”) and gains derived by the Fund from the sale or exchange of personal\nproperty (other than a “United States Real Property Interest”, as such term is defined in the U.S. Code) are not subject to\nU.S. federal income tax. It is the intent of the Fund’s management to derive only U.S. source interest income considered to be Portfolio\nInterest with respect to its investments in U.S. fixed-income securities. Moreover, as a foreign corporation not engaged in trade or business\nin the U.S., the Fund should only be subject to U.S. federal income taxation if it realizes certain items of U.S. source income of a fixed\nor determinable annual or periodic nature, in which case the Fund should be subject to withholding of U.S. federal income tax at a 30%\nrate on certain types of U.S. source income. Dividends from sources within the United States may qualify for a reduced 10% rate if certain\nconditions are met.

FATCA. The U.S. Code imposes a 30% withholding\ntax upon most payments of U.S. source income made to certain “foreign financial institutions” or “non-financial foreign\nentities” (including “territory non-financial foreign entities”), unless certain certification and reporting requirements\nare satisfied. Payments on certain grandfathered obligations are not subject to the referenced 30% withholding. The IRS has released proposed\nregulations, which taxpayers may rely on, that eliminate the withholding tax under FATCA on payments of proceeds from the sale of property\nthat could give rise to U.S. source interest or dividends.

Regulations issued by the U.S. Department of the Treasury\nand the IRS (the “FATCA Regulations”) treat the Fund as a “territory non-financial foreign entity.” Under this\nclassification, the Fund could be required to provide to the payors of such U.S. sourced income (except with respect to certain grandfathered\nobligations) certain information with respect to its investors. The payors, in turn, would be required to disclose such information to\nthe IRS. Under the FATCA Regulations, the Fund would not have to provide the required information if it is wholly owned directly or indirectly\nby investors who are individual bona fide residents of Puerto Rico for purposes of Section 933 of the U.S. Code, otherwise it will have\nto provide the information with respect to direct and indirect substantial U.S. owners of the Fund. However, the Fund has elected to register\nas a direct reporting non-financial foreign entity, and as such, it is required to provide such information directly to the IRS by filing\nForm 8966 with IRS.

If the Fund is unable to obtain such information\nfrom any such investor or otherwise fails or is unable to comply with the requirements of the U.S. Code, the FATCA Regulations or any\nother implementing rules, certain payments to the Fund may be subject to a 30% withholding tax.

To ensure that the Qualifying Investors that acquire\nshares after the date hereof will have the obligation to provide timely the Fund the information required to comply with the U.S. Code,\nby making an investment in shares, each investor agrees to provide all information and certifications necessary to enable the Fund to\ncomply with these requirements and authorizes the Fund to redeem the shares of any investor that fails to provide timely such information\nor certifications. In addition, any investor that fails to provide timely the requested information or certifications will be required\nto indemnify the Fund for the entirety of the 30% percent tax withheld on all of the Fund’s income as a result of such investor’s\nfailure to provide the information.

United States Taxation of Qualifying Investors

Dividends. Under Sections 933 and\n937 of the U.S. Code, Qualifying Individuals will not be subject to U.S. federal income tax on dividends distributed by the Fund that\nconstitute income from sources within Puerto Rico and are not effectively connected with a U.S. trade or business. The dividends distributed\nby the Fund should constitute income from sources within Puerto Rico not subject to U.S. federal income tax in the hands of a Qualifying\nIndividual, provided, that they are not effectively connected with a U.S. trade or business of such Qualifying Individual. However, in\nthe case of Qualifying Individuals who own, directly or indirectly, at least 10% of the issued and outstanding voting shares (the “10%\nShareholders”), only the Puerto Rico source ratio of any dividend paid or accrued by the Fund shall be treated as income from sources\nwithin Puerto Rico. The Puerto Rico source ratio of any dividend from the Fund is a fraction, the numerator of which equals the gross\nincome of the Fund from sources within Puerto Rico during the 3-year period ending with the close of the taxable year of the payment\nof the dividend (or such part

\n \n \n

of such period as the Fund has been in existence,\nif less than 3 years) and the denominator of which equals the total gross income of the Fund for such period. In the case of 10% Shareholders,\nthe part of the dividend determined to be from sources other than Puerto Rico (after applying the rules described in this paragraph)\nmay be subject to U.S. income tax and PFIC rules (discussed below).

The U.S. Code contains certain attribution rules pursuant\nto which shares owned by other persons are deemed owned by the Qualifying Individuals for purposes of determining whether they are 10%\nShareholders. As a result, a Qualifying Individual that owns less than 10% of the issued and outstanding voting shares may become a 10%\nShareholder if he or she is a partner, member, beneficiary or shareholder of a partnership, estate, trust or corporation, respectively,\nthat also owns shares. To determine whether a Qualifying Individual is a 10% Shareholder, the Qualifying Individual must consult his or\nher tax advisor and obtain from his or her financial advisor the information that the tax advisor deems appropriate for such purpose.\nIf it is determined that a Qualifying Individual is a 10% Shareholder, such individual must obtain from his or her financial advisor the\ninformation to determine which part of the dividend is from sources outside of Puerto Rico and may thus be subject to U.S. federal income\ntax.

Qualifying Individuals will not be allowed a U.S.\ntax deduction from gross income for amounts allocable to such Fund’s dividends not subject to U.S. federal income tax.

Corporations not organized in the U.S. and not engaged\nin a U.S. trade or business are generally not subject to U.S. federal income tax on amounts received from sources outside the United States.\nCorporations incorporated in Puerto Rico are treated as corporations not organized in the U.S. under the U.S. Code. Dividends distributed\nby the Fund to Puerto Rico corporations are expected to constitute income from sources within Puerto Rico. Accordingly, Puerto Rico corporations\nnot engaged in a U.S. trade or business are not expected to be subject to U.S. taxation on dividends received from the Fund and dividends\nreceived or accrued by a Puerto Rico corporate investor that is engaged in a U.S. trade or business are expected to be subject to U.S.\nfederal income tax only if such dividends are effectively connected to its U.S. trade or business.

The U.S. Code provides special rules for entities\nthat are treated as partnerships for U.S. federal income tax purposes.

It must be noted that the IRS issued regulations under\nSection 937(b) of the U.S. Code that include an exception to the general source of income rules (described above) otherwise applicable\nto dividends paid by Puerto Rico corporations (such as the Fund) in the case of dividends paid by such Puerto Rico corporations pursuant\nto certain conduit plans or arrangements (“conduit arrangements”). Under the regulations, income received pursuant to a conduit\narrangement from U.S. sources would retain its character as U.S. source income notwithstanding the fact the general sourcing rules would\notherwise treat such income as being from Puerto Rico sources. In general, the regulations describe a conduit arrangement as one in which\npursuant to a plan or arrangement income is received by a person in exchange for consideration provided to another person and such other\nperson provides the same consideration (or consideration of a similar kind) to a third person in exchange for one or more payments constituting\nincome from sources within the U.S. However, it seems that the conduit regulations were not intended to apply to an actively managed investment\ncompany such as the Fund that is subject to regulation by state authorities and, therefore, should not change the conclusion that dividends\npaid by the Fund will be considered from Puerto Rico sources as described above.

Sales, Exchange or Disposition of Shares.\nGain, if any, from the sale, exchange or other disposition of shares by a Qualifying Investor, including an exchange of shares\nof the Fund for shares of an affiliated investment company, will generally be treated as Puerto Rico source income and, therefore, exempt\nfrom U.S. federal income taxation.

A Puerto Rico corporation that invests in the Fund\nwill be subject to U.S. federal income tax on a gain from a disposition of shares only if the gain is effectively connected to a U.S.\ntrade or business carried on by the Puerto Rico corporation.

PFIC Rules. Under the current provisions\nof the U.S. Code, the Fund will be treated as a passive foreign investment company (“PFIC”). Under the PFIC rules, a Qualifying\nIndividual and a Nonresident U.S. Citizen that disposes of its shares at a gain is treated as receiving an excess distribution equal to\nsuch gain. In addition, if any Qualifying Individual or a Nonresident U.S. Citizen receives a distribution from the Fund in excess of\n125% of the average amount of distributions such Qualifying Individual or Nonresident U.S. Citizen has received from the Fund during the\nthree preceding taxable years (or shorter period if the Qualifying Individual or Nonresident U.S. Citizen has not held the stock for three\nyears), the Qualifying Individual and Nonresident U.S. Citizen are treated as receiving an excess distribution equal to such excess. In\ngeneral, under the PFIC rules, (i) the excess distribution or gain would be allocated ratably over Qualifying Individual and Nonresident\nU.S. Citizen’s holding period for the shares, (ii) the amount allocated to the current taxable year would be taxed as ordinary income,\nand (iii) the amount allocated to each of the other taxable years would, with certain exceptions, be subject to tax at the highest rate\nof tax in effect for the Qualifying individual and Nonresident U.S. Citizen for that year, and an interest charge for the deemed deferral\nbenefit would be imposed on the resulting tax attributable to each such year.

As an alternative to these rules, the Qualifying Individuals\nand Nonresident U.S. Citizen may, in certain circumstances, elect a mark-to-market treatment with respect to the shares.

However, under a proposed U.S. Code Regulation,\nQualifying Individuals are subject to the rules described above only to the extent that any excess distribution or gain is considered\nto be from sources other than Puerto Rico and is allocated to a taxable year during which the Qualifying Individual held the shares and\nwas not a bona fide resident of Puerto Rico during the entire taxable year, or in certain cases, a portion thereof, within the meaning\nof Sections 933 and 937 of the U.S. Code. The portion of the excess distribution or gain considered to be Puerto Rico source income that\nis allocated to the current taxable year of the Qualifying Individual will not be subject to U.S. federal income tax pursuant to U.S.\nCode Section 933.

Qualifying Individuals and Nonresident U.S. Citizens\nmust file an annual report containing such information as the Secretary of the U.S. Treasury may require (IRS Form 8621), unless an exception\nfrom the filing requirement is applicable. Prospective investors should consult with their own tax advisers regarding this matter and\nsimilar disclosure requirements as they apply to them.

Qualifying Trusts should consult their tax advisers\nregarding the U.S. federal tax consequences of an investment in the Fund.

\n \n \n

Estate and Gift Taxes. The transfer of\nshares by death or gift by a Qualifying Individual will not be subject to estate and gift taxes imposed by the U.S. Code if such Qualifying\nIndividual (i) is a U.S. citizen who acquired such citizenship solely by reason of birth or residence in Puerto Rico and (ii) is a resident\nof Puerto Rico for purposes of the U.S. Code as of the time of the death or gift.

The discussion contained in this section is a\ngeneral and abbreviated summary of certain U.S. federal tax considerations affecting the Fund and the Qualifying Investors and is not\nintended as tax advice or to address a shareholder’s particular circumstances.

Investors are urged to consult their tax advisers\nregarding specific questions as to U.S. federal or Puerto Rico taxes or as to the consequences of investing in the Fund.

United States Taxation of U.S. Investors

Shares are not intended to be offered to persons that\nare “United States persons” within the meaning of Code Section 7701(a)(30) of the U.S. Code (“U.S. Investors”).\nIt is expected that the Fund will be treated as a PFIC and may be treated as a CFC as those terms are defined in the U.S. Code and the\nCode Regulations. Thus, if a Shareholder were to become a U.S. Investor (or if the Fund were to admit a U.S. Investor), an investment\nin the Fund may cause a U.S. Investor to recognize taxable income prior to the investor’s receipt of distributable proceeds, pay\nan interest charge on receipts that are deemed to have been deferred and recognize ordinary income that otherwise would have been treated\nas capital gain for U.S. federal income tax purposes. For these purposes, a U.S. Investor would include an individual that no longer qualifies\nas a Puerto Rico bona fide resident. The Fund does not intend to provide information necessary to make a QEF election within the meaning\nof U.S. Code section 1295 with respect to the Fund.

Financial Highlights

The financial highlights table is intended to\nhelp you understand the Fund’s financial performance for the last five fiscal years. Certain information reflects financial results\nfor a single Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the\nFund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended, June 30, 2026, June 30,\n2025 and June 30, 2024 has been audited by Ernst & Young LLP, whose report, along with the Fund’s financial statements, are\nincluded in the Fund’s most recent annual report, which is available upon request. The information for the fiscal years ended June\n30, 2023 and June 30, 2022 has been audited by another independent registered public accounting firm whose report, along with the Fund’s\nfinancial statements for these periods, are included in the Fund’s annual report for the year ended June 30, 2023, which is also\navailable upon request.

	For the Year Ended			For the Year Ended			For the Year Ended		For the Year Ended		For the Year Ended
	June 30,			June 30,			June 30,		June 30,		June 30,
	2026			2025			2024		2023		2022
Net asset value - beginning of period	$	4.85			$	4.81		$	4.83		$	5.15		$	6.08
Income/(loss) from investment operations:
Net investment income^(a)		0.14				0.11			0.11			0.15			0.22
Net realized and unrealized gain/(loss)		0.04				0.04			—			(0.30	)		(0.94	)
Total income/(loss) from investment operations		0.18				0.15			0.11			(0.15	)		(0.72	)
Less distributions:
Dividends from net investment income		(0.12	)			(0.11	)		(0.13	)		(0.17	)		(0.21	)
Total distributions		(0.12	)			(0.11	)		(0.13	)		(0.17	)		(0.21	)
Net increase/(decrease) in net asset value		0.06				0.04			(0.02	)		(0.32	)		(0.93	)
Net asset value - end of period	$	4.91			$	4.85		$	4.81		$	4.83		$	5.15
Total Return^(b)(c)		3.69	%			3.23	%		2.29	%		(2.79	%)		(12.13	%)
Supplemental Data:
Net assets, end of period (in thousands)	$	32,628			$	40,396		$	46,698		$	55,935		$	67,555
Ratios to Average Net Assets^(d)
Ratio of gross expenses to average net assets^(e)		4.00	%			4.69	%		4.65	%		3.52	%		1.70	%
Ratio of net expenses to average net assets^(e)		3.93	%			4.61	%		4.57	%		3.52	%		1.68	%
Ratio of gross operating expenses to average\n net assets		2.44	%			2.51	%		2.19	%		1.82	%		1.53	%
Interest and leverage related to expenses to average net assets		1.56	%			2.18	%		2.46	%		1.70	%		0.17	%
Ratio of net investment income to average net\n assets^(f)		2.77	%			2.27	%		2.35	%		3.14	%		3.83	%
Portfolio turnover rate		0	%			8	%		0	%		0	%		0	%

\n\n

^(a)

Based\n on daily average outstanding common shares of $7,283,835for the fiscal year ended June 30,\n 2026, $9,093,776 for the year ended June 30, 2025, $10,509,621 for the year ended June 30,\n 2024, $12,507,110 for the year ended June 30, 2023 and 14,118,598 for the year ended June\n 30, 2022.

\n\n

^(b)

Dividends are assumed to be reinvested at the per share net\nasset value on the date dividends are paid.

\n\n

^(c)

Total return excludes the effect of initial and contingent\ndeferred sales charges.

\n\n

^(d)

Based\n on daily average net assets attributable to common shares of $35,862,656 for the fiscal year\n ended June30, 2026, $44,347,604 for the year ended June 30, 2025, $50,158,864 for the year\n ended June 30, 2024, $61,279,330 for the year ended June 30, 2023and $81,204,185 for the\n year ended June 30, 2022.

\n\n

^(e)

Expenses include both operating and interest expenses. However,\nexpenses do not include operating expenses of any underlying investment fund in which the Fund invests.

\n\n

^(f)

Operating\n expenses represent total expenses excluding interest and leverage related expenses.

\n \n \n

General Information

License Agreement

Under the terms of a license agreement with Popular,\nInc. (the “License Agreement”), the Fund has been granted a license to use certain trade names and trademarks of Popular,\nInc. The License Agreement may be amended by the parties thereto without the consent of any of the shareholders of the Fund.

None of the Fund, the Adviser, the Distributor, the\nAdministrator or any shareholder of the Fund is entitled to any rights whatsoever under the foregoing licensing arrangements or to use\nthe trademark “Popular” except as specifically described herein or as may be specified in the License Agreement.

Additional Information Relating to Annual Reports and Semi-Annual\nReports of the Fund

The Fund will send its shareholders an audited annual\nreport, which includes listings of the investment securities held by the Fund at the end of the period covered and the audited financial\nstatements of the Fund. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies\nthat significantly affected the Fund’s performance during its last fiscal year. In Form N-CSR, you will find the Fund’s annual\nand semi-annual financial statements. The Fund will also send shareholders an unaudited semi-annual report. In an effort to reduce the\nFund’s printing and mailing costs, the Fund plans to consolidate the mailing of its annual report by household. This consolidation\nmeans that a household having multiple accounts with the identical address of record will receive a single copy of each report.

Shareholders who do not want this consolidation to\napply to their account should contact their broker. A copy of the Fund’s annual report and semi-annual report may be obtained from\nthe Distributor free of charge upon request by calling (787) 758-7400. You may also visit the Fund on the web at https://www.popularfunds.com/high-grade-fixed-income-fund\nto obtain free copies of the Fund’s SAI and annual and semi-annual reports.

Reports and other information about the Fund are\nalso available on the EDGAR Database on the SEC’s website at https://www.sec.gov. Additionally, copies of this information may\nbe obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

After the end of each calendar year, shareholders will\nalso receive Puerto Rico tax information regarding dividends and capital gain distributions.

The Fund is committed to protecting the personal information\nthat it collects about individuals who are prospective, former or current investors. The Fund collects personal information for business\npurposes to process requests and transactions and to provide customer service. Personal information is obtained from the following sources:

\n\n

●

Investor applications and other forms, which may include your\nname(s), address, social security number, or tax identification number;

\n\n

●

Written and electronic correspondence, including telephone contacts;\nand

\n\n

●

Account history, including information about Fund transactions\nand balances in your accounts with the Transfer Agent.

The Fund limits access to personal information to\nthose employees who need to know that information in order to process transactions and service accounts. Employees are required to maintain\nand protect the confidentiality of personal information. The Fund maintains physical, electronic, and procedural safeguards to protect\npersonal information.

The Fund may share personal information described\nabove with its affiliates for business purposes, such as to facilitate the servicing of accounts.

Investors should contact the broker-dealer\nthrough which they hold shares in the Fund for a copy of their privacy policy.

Statement of Additional Information

For further information about the Fund, including\nhow the Fund invests, please see the Fund’s SAI, dated October 28, 2026.

For a discussion of the Fund’s policies and\nprocedures regarding the selective disclosure of its portfolio holdings, please see the SAI. The SAI is on file with the SEC and is incorporated\ninto this Prospectus by reference. This means that the SAI is legally considered a part of this Prospectus even though it is not physically\ncontained within this Prospectus.

\n \n \n

$\"\"$

STATEMENT OF ADDITIONAL INFORMATION

Popular Total Return Fund, Inc.

Popular High Grade Fixed-Income Fund, Inc.

209 Muñoz Rivera Avenue, San Juan, Puerto\nRico 00918 ● Phone No. (888) 855-1034

This combined Statement of Additional Information\n(“SAI”) of Popular Total Return Fund, Inc. (“Total Return Fund”), Popular High Grade Fixed-Income Fund, Inc.\n(“High Grade Fund”) (each, a “Fund” and collectively, the “Funds”) is not a prospectus and should\nbe read in conjunction with the applicable prospectus of the High Grade Fund, dated October 28, 2026, and the Total Return Fund’s\nprospectus, dated July 28, 2026, as they may be amended or supplemented from time to time (each, a “Prospectus” and collectively,\nthe “Prospectuses”), which have been filed with the Securities and Exchange Commission (the “Commission” or the\n“SEC”) and can be obtained, without charge, by writing or calling the Funds at the address or telephone number printed above,\nor on the Funds’ website at www.popularfunds.com. The Prospectuses are incorporated by reference into this SAI, and the\nparts of this SAI that relate to each Fund have been incorporated by reference into such Fund’s Prospectus. The portions of this\nSAI that do not relate to a given Fund do not form a part of the Fund’s SAI, have not been incorporated by reference into the Fund’s\nProspectus and should not be relied upon by investors in the Fund.

The fiscal year end for the Total Return Fund is March\n31, and the fiscal year end for the High Grade Fund is June 30.

The Total Return Fund’s audited financial statements\nand the independent auditor’s report for the period ended March 31, 2026 are incorporated herein by reference to the Total Return\nFund’s Annual\nReport. The Total Return Fund’s audited financial statements and the independent auditor’s report for the period ended\nMarch 31, 2025 are incorporated herein by reference to the Total Return Fund’s Annual\nReport.

The High Grade Fund’s audited financial\nstatements and the independent auditor’s report for the period ended June 30, 2026 are incorporated herein by reference to the\nHigh Grade Fund’s Annual\nReport. The High Grade Fund’s audited financial statements and the independent auditor’s report for the period ended\nJune 30, 2025 are incorporated herein by reference to the High Grade Fund’s Annual\nReport.

References to the Investment Company Act of 1940,\nas amended (the “Investment Company Act” or the “1940 Act”) or other applicable law, will include any rules promulgated\nthereunder and any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate\njurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the Commission, Commission\nstaff or other authority.

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Fund and Share Class	Ticker Symbol
TOTAL RETURN FUND
Class A Shares	TRAFX
Class C Shares	TRCFX
Class I Institutional Shares
HIGH GRADE FIXED-INCOME FUND
Class A Shares	PHGFX
Class I Institutional Shares

Popular Asset Management LLC — Manager

Popular Securities, LLC — Distributor

The date of this Statement of Additional Information\nis

October 28, 2026

Table of Contents

Description of Certain Investments, Investment Techniques and Investment\n Risks	4
Description of Certain Investments of the Funds	4
Certain Investment Techniques Used by the Funds	13
Information on Directors and Executive Officers	19
Biographical Information of Directors and Officers	20
Share Ownership	20
Compensation of Directors	21
Management, Advisory and Other Service Arrangements	23
Investment Advisory Agreement	23
Information Regarding the Portfolio Managers	24
Administration Agreement	27
Auditing Services	29
Custodian	29
Transfer Agent and Dividend Disbursing Agent	29
Distributor	29
Pricing of Shares	31
Portfolio Transactions and Brokerage	32
Portfolio Turnover	35
Taxation	35
Puerto Rico Taxation of the Fund	37
Puerto Rico Taxation of Fund Shareholders	39
United States Taxation of the Fund	40
United States Taxation of Qualifying Investors	42
United States Taxation of U.S. Investors	42
Proxy Voting Policies	43
Portfolio Holdings Disclosure Policies and Procedures	43
Financial Statements	45
Additional Information	45
Appendix A	A-1
Appendix B	B-1

History of the Funds

Total Return Fund was incorporated under the laws\nof Puerto Rico on January 31, 2001 and commenced operations on March 27, 2001. Total Return Fund is registered under the Investment Company\nAct as an open-end management investment company. As of the date of this SAI, the Fund is authorized to issue 2,000,000,020 shares of\nbeneficial interest with a par value of $0.01 per share, which may be divided into different series and classes.

High Grade Fund was incorporated under the laws of\nPuerto Rico on August 13, 2002 and commenced operations on September 24, 2002. High Grade Fund is registered under the Investment Company\nAct as an open-end management investment company. As of the date of this SAI, the Fund is authorized to issue 2,000,000,020 shares of\nbeneficial interest with a par value of $0.01 per share, which may be divided into different series and classes.

Investment Objectives and Policies

Each Fund has distinct investment objectives and policies.\nPlease see each Fund’s Prospectus for more information about each Fund’s investment objective and policies. Additional information\nregarding the Fund’s investment objective and policies is included below.

Each Fund is classified as non-diversified under the\nInvestment Company Act.

In implementing each Fund’s investment strategy,\nfrom time to time, Popular Asset Management LLC, each Fund’s investment manager (the “Adviser”), may consider and employ\ntechniques and strategies designed to minimize and defer the U.S. federal income taxes which may be incurred by shareholders in connection\nwith their investment in such Fund.

Only information that is clearly identified as applicable\nto a Fund is considered to form a part of that Fund’s SAI.

The Funds are designed solely for Puerto Rico Investors\n(as defined in the Prospectus in the section entitled “Taxation”). The tax treatment of the Funds differs from that typically\naccorded to other investment companies registered under the 1940 Act that qualify as regulated investment companies (“RIC”)\nunder Subchapter M of the Internal Revenue Code of 1986, as amended (the “U.S. Code”). The Funds do not intend to qualify\nas RICs and non-Puerto Rico Investors may suffer adverse consequences as a result.

Regulation Regarding Derivatives

The Commodity Futures Trading Commission (“CFTC”)\nsubjects advisers to registered investment companies to regulation by the CFTC if a fund that is advised by the investment adviser either\n(i) invests, directly or indirectly, more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps\n(“CFTC Derivatives”), or (ii) markets itself as providing investment exposure to such instruments. To the extent a Fund uses\nCFTC Derivatives, it intends to do so below such prescribed levels and will not market itself as a “commodity pool” or a vehicle\nfor trading such instruments. Accordingly, the Adviser has claimed an exclusion from the definition of the term “commodity pool\noperator” under the Commodity Exchange Act (“CEA”) pursuant to Rule 4.5 under the CEA. The Adviser is not, therefore,\nsubject to registration or regulation as a “commodity pool operator” under the CEA in respect of each Fund.

Additionally, Rule 18f-4 under the 1940 Act governs\nthe Fund’s use of derivative instruments and certain other transactions that create future payment and/or delivery obligations by\nthe Fund, such as short sale borrowings and reverse repurchase agreements or similar financing transactions, and certain transactions

entered into on a when-issued, delayed delivery or\nforward commitment basis (for purposes of this section, “Derivatives Transactions”). Unless a Fund qualifies as a “limited\nderivatives user” as defined under Rule 18f-4 (a “Limited Derivatives User”), the Fund will (i) appoint a derivatives\nrisk manager, (ii) maintain a derivatives risk management program designed to identify, assess, and reasonably manage the risks associated\nwith derivatives transactions; (iii) comply with certain value-at-risk (“VaR”)-based leverage limits; and (iv) comply with\ncertain Board reporting and recordkeeping requirements. (VaR is an estimate of an instrument’s or portfolio’s potential losses\nover a given time horizon and at a specified confidence level.)

If a Fund qualifies as a Limited Derivatives User,\nit is excepted under Rule 18f-4 from the requirements to appoint a derivatives risk manager, adopt a derivatives risk management program,\ncomply with certain VaR-based leverage limits, and comply with certain Board oversight and reporting requirements. Rather, a Fund that\nqualifies as a Limited Derivatives User will maintain policies and procedures reasonably designed to manage its derivatives risks and\nwill be subject to risk limits and guidelines with respect to its execution of Derivatives Transactions in accordance with Rule 18f-4.

Pursuant to Rule 18f-4, when a Fund enters into reverse\nrepurchase agreements or similar financing transactions, including certain tender option bonds, the Fund will (i) aggregate the amount\nof indebtedness associated with all of its reverse repurchase agreements or similar financing transactions with the amount of any other\n“senior securities” representing indebtedness (e.g., bank borrowings, if applicable) when calculating the Fund’s asset\ncoverage ratio or (ii) treat all such transactions as Derivatives Transactions.

The requirements of Rule 18f-4 may limit a Fund’s\nability to engage in derivatives transactions as part of its investment strategies. These requirements may also increase the cost of a\nFund’s investments and cost of doing business, which could adversely affect the value of the Fund’s investments and/or the\nperformance of the Fund.

Investment Restrictions

Each Fund has adopted restrictions and policies relating\nto investment of the Fund’s assets and activities. Certain of the investment restrictions are fundamental policies of a Fund and\nmay not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities (which for this\npurpose and under the Investment Company Act, means the lesser of (i) 67% of the shares represented at a meeting at which more than 50%\nof the outstanding shares are represented or (ii) more than 50% of the outstanding shares).

The Funds are subject to the following investment\nrestrictions, all of which are fundamental policies. Each Fund may not:

1. Concentrate its investments in a particular industry or group\nof industries, as that term is used in the Investment Company Act.

2. Borrow money, except as permitted under the Investment Company\nAct.

3. Issue senior securities to the extent such issuance would violate\nthe Investment Company Act.

4. Purchase or hold real estate, except that\neach Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities\nof real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and each\nFund may purchase and hold real estate as a result of the ownership of securities or other instruments.

5. Underwrite securities issued by others, except to the extent\nthat the sale of portfolio securities by each Fund may be deemed to be an underwriting or as otherwise permitted by applicable law.

6. Purchase or sell commodities or commodity contracts, except\nas permitted by the Investment Company Act.

7. Make loans to the extent prohibited by the Investment Company\nAct.

Notations Regarding the Funds’ Fundamental Investment Restrictions

The following notations are not considered to be part of each Fund’s\nfundamental investment restrictions and are subject to change without shareholder approval.

With respect to the fundamental policy relating\nto concentration set forth in (1) above, the Investment Company Act does not define what constitutes “concentration” in an\nindustry. The Commission staff has taken the position that investment of 25% or more of a fund’s total assets in one or more issuers\nconducting their principal activities in the same industry or group of industries constitutes concentration. It is possible that interpretations\nof concentration could change in the future. The policy in (1) above will be interpreted to refer to concentration as that term may be\ninterpreted from time to time. The policy also will be interpreted to permit investment without limit in the following: securities of\nthe U.S. Government and its agencies or instrumentalities; tax-exempt securities of state, territory, possession or municipal governments\nand their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations.\nAccordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on\ninvestment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the industries of\ntheir parents if their activities are primarily related to financing the activities of the parents. Each foreign government will be considered\nto be a member of a separate industry. For purposes of the concentration policy, the Fund’s investments in other investment companies\nwill generally be treated as investments in the investment company itself rather than as investments in the industries represented by\nthe underlying portfolio holdings of that investment company. As a result, the Fund ordinarily will not \"look through\" an underlying\ninvestment company for purposes of determining industry concentration. With respect to a Fund’s industry classifications, each\nFund currently utilizes any one or more of the industry sub-classifications used by one or more widely recognized market indexes or rating\ngroup indexes, and/or as defined by Fund management. The policy also will be interpreted to give broad authority to each Fund as to how\nto classify issuers within or among industries.

With respect to the fundamental policy relating to\nborrowing money set forth in (2) above, the Investment Company Act permits each Fund to borrow money in amounts of up to one-third of\nthe Fund’s total assets from banks for any purpose, and to borrow up to 5% of the Fund’s total assets from banks or other\nlenders for temporary purposes. (A Fund’s total assets include the amounts being borrowed.) To limit the risks attendant to borrowing,\nthe Investment Company Act requires each Fund to maintain at all times an “asset coverage” of at least 300% of the amount\nof its borrowings. Asset coverage means the ratio that the value of a Fund’s total assets (including amounts borrowed), minus liabilities\nother than borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”\nCertain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or involve leverage\nand thus are subject to the Investment Company Act restrictions. In accordance with Commission staff guidance and interpretations, when\na Fund engages in such transactions, the Fund instead of maintaining asset coverage of at least 300%, may segregate or earmark liquid\nassets, or enter into an offsetting position, in an amount at least equal to the Fund’s exposure, on a mark-to-market basis, to\nthe transaction (as calculated pursuant to requirements of the Commission).

The policy in (2) above will be interpreted to permit\neach Fund to engage in trading practices and investments that may be considered to be borrowing or to involve leverage

to the extent permitted by the Investment Company\nAct and to permit each Fund to segregate or earmark liquid assets or enter into offsetting positions in accordance with the Investment\nCompany Act. Short-term credits necessary for the settlement of securities transactions will not be considered to be borrowings under\nthe policy. Practices and investments that may involve leverage but are not considered to be borrowings are not subject to the policy.

With respect to the fundamental policy relating to\nunderwriting set forth in (5) above, a fund engaging in transactions involving the acquisition or disposition of portfolio securities\nmay be considered to be an underwriter under the Securities Act of 1933, as amended (the “Securities Act”). Although it is\nnot believed that the application of the Securities Act provisions described above would cause a Fund to be engaged in the business of\nunderwriting, the policy in (5) above will be interpreted not to prevent a Fund from engaging in transactions involving the acquisition\nor disposition of portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the Securities Act\nor is otherwise engaged in the underwriting business to the extent permitted by applicable law.

With respect to the fundamental policy relating\nto lending set forth in (7) above, the Investment Company Act does not prohibit the Fund from making loans (including lending its securities);\nhowever, Commission staff interpretations currently prohibit funds from lending more than one-third of their total assets (including\nlending its securities), except through the purchase of debt obligations or the use of repurchase agreements. In addition, collateral\narrangements with respect to options, forward currency and futures transactions and other derivative instruments (as applicable), as\nwell as delays in the settlement of securities transactions, will not be considered loans.

Description of Certain Investments, Investment\nTechniques and Investment Risks

Set forth below are descriptions of some of the types\nof investments and investment techniques that one or more of the Funds may utilize, as well as certain risks and other considerations\nassociated with such investments and investment techniques. The information below supplements the information contained in each Fund’s\nProspectus under “More Information About the Fund Investment Strategies.”

Description of Certain Investments of the Funds

Asset-Backed Securities

Asset-backed securities are securities secured by\nnon-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables. Such securities are generally\nissued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets. Such\nsecurities also may be debt instruments, which are also known as collateralized obligations and are generally issued as the debt of a\nspecial purpose entity, such as a trust, organized solely for the purpose of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed\nby the U.S. Government, its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed\nup to certain amounts and for a certain period by a letter of credit issued by a financial institution (such as a bank or insurance company)\nunaffiliated with the issuers of such securities. The purchase of asset-backed securities raises risk considerations peculiar to the financing\nof the instruments underlying such securities. For example, there is a risk that another party could acquire an interest in the obligations\nsuperior to that of the holders of the asset-backed securities. There also is the possibility that recoveries on repossessed collateral\nmay not, in some cases, be available to support payments on those securities. Asset-backed securities entail prepayment risk, which may\nvary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. In addition,\ncredit card receivables are unsecured obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of\ndevelopment. Accordingly, there may be a limited secondary market for such securities.

Certificates of Deposit, Time Deposits and Bankers’\nAcceptances

The Fund may invest in certificates of deposit, time\ndeposits and bankers’ acceptances issued by U.S. or Puerto Rico banks and in dollar-denominated certificates of deposit, time deposits\nand bankers’ acceptances issued by U.S. branches of foreign banks. Certificates of deposit (“CDs”) are certificates\nrepresenting the obligation of a bank to repay funds deposited with it for a specified period of time and normally can be traded in the\nsecondary market prior to maturity. The Federal Deposit Insurance Corporation is an agency of the U.S. Government that insures the deposits\nof certain banks and savings and loan associations up to $250,000 per deposit. The interest on such deposits may not be insured if these\nlimits are exceeded. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a CD, it earns\na specified rate of interest over a definite period of time. Time deposits which may be held by the Fund will not benefit from Federal\nDeposit Insurance Corporation insurance. Generally, a banker’s acceptance is a time draft drawn on a bank by an exporter or an importer\nto obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect,\nunconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting\nbank as an asset, or it may be sold in the secondary market at the going rate of interest for a specified maturity. Although maturities\nfor acceptances can be as long as 270 days, most acceptances have maturities of six months or less.

Commercial Paper

Commercial paper consists of short-term, unsecured\npromissory notes issued by banks, municipalities, corporations and other entities to finance their short-term credit needs.

With respect to Total Return Fund, the commercial\npaper purchased by the Fund will consist only of U.S. dollar denominated direct obligations issued by Puerto Rico or U.S. entities or\nthe U.S. or Puerto Rico subsidiaries of foreign entities.

The Funds may invest in commercial paper that is limited\nto obligations rated Prime-1 or Prime-2 by Moody’s, or A-1 or A-2 by S&P, or F-1 or F-2 by Fitch. Commercial paper includes\nnotes, drafts or similar instruments payable on demand or having a maturity at the time of issuance not exceeding nine months, exclusive\nof days of grace or any renewal thereof.

Convertible Securities (Total Return Fund)

The Fund may invest in convertible securities that\nare rated as investment grade or, if unrated, are deemed to be of comparable quality by the Adviser. Investment grade securities rated\nin the lowest investment grade category are considered to have some speculative characteristics, and changes in economic conditions are\nmore likely to lead to a weakened capacity to pay interest and repay principal than is the case with higher grade securities. While no\nsecurities investment is without some risk, investments in convertible securities generally entail less risk than the issuer’s common\nstock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells\nabove its value as a fixed income security. The Adviser will decide to invest in convertible securities based upon a fundamental analysis\nof the long-term attractiveness of the issuer and the underlying common stock, the evaluation of the relative attractiveness of the current\nprice of the underlying common stock, and the judgment of the value of the convertible security relative to the common stock at current\nprices. Convertible securities in which the Fund may invest include corporate bonds, notes and preferred stock that can be converted into\ncommon stock. Convertible securities combine the fixed-income characteristics of bonds and preferred stock with the potential for capital\nappreciation. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and,\nconversely, to increase

as interest rates decline. While convertible securities\ngenerally offer lower interest or dividend yields than nonconvertible debt securities of similar quality, they do enable the investor\nto benefit from increases in the market price of the underlying common stock.

Debt Securities

The Fund may invest in debt securities (i.e., debt\ninstruments issued by corporations, banks and other entities) with maturities exceeding 270 days. The market value of debt securities\nis influenced primarily by changes in the level of interest rates. Generally, as interest rates rise, the market value of debt securities\ndecreases. Conversely, as interest rates fall, the market value of debt securities increases. Factors that could result in a rise in interest\nrates, and a decrease in the market value of debt securities, include an increase in inflation or inflation expectations, an increase\nin the rate of Puerto Rico or U.S. economic growth, an increase in the Federal budget deficit or an increase in the price of commodities\nsuch as oil, among other factors.

Floating and Variable Rate Obligations

The Fund may also purchase certain types of floating\nand variable rate securities. The Fund treats variable rate demand instruments as short-term securities even though their maturity may\nextend beyond 397 days because within 397 days, their variable interest rate adjusts in response to changes in market rates and the repayment\nof their principal amount can be demanded. The interest payable on a variable rate obligation is adjusted at predesignated periodic intervals\nand, on floating rate obligations, whenever there is a change in the market rate of interest on which the interest rate payable is based.\nThere is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. These obligations\nfrequently permit the holder to demand payment of principal at any time, or at specified intervals, and permit the issuer to prepay, at\nits discretion, principal plus accrued interest, in each case after a specified notice period. The issuer’s obligations under the\ndemand feature of such notes and bonds generally are secured by bank letters of credit or other credit support arrangements. There frequently\nwill be no secondary market for variable and floating rate obligations held by the Fund, although the Fund may be able to obtain payment\nof principal at face value by exercising the demand feature of the obligation. The Adviser will consider on an ongoing basis the creditworthiness\nof the issuers of the floating and variable rate securities held by the Fund.

Indexed Securities

The Fund may invest in securities on which the rate\nof interest varies directly with interest rates on other securities or an index. Such investments may have increased volatility and a\npotential leveraging effect. The market value of an indexed security will be more volatile than that of a fixed-rate obligation and, like\nmost debt obligations, will vary with changes in market interest rates.

Because the interest rate paid to holders of residual\ncomponents is generally determined by subtracting the interest rate paid to the holders of auction components from a fixed amount, the\ninterest rate paid to residual component holders will decrease as the auction component’s rate increases and increase as the auction\ncomponent’s rate decreases. Moreover, the extent of the increases and decreases in market value of residual components may be larger\nthan comparable changes in the market value of an equal principal amount of a fixed rate security having similar credit quality, redemption\nprovisions and maturity.

Forward Commitments

The Fund may make contracts to purchase securities\nfor a fixed price at a future date beyond customary settlement time (“forward commitments”), if the Fund either (1) holds,\nand maintains until the settlement date in a segregated account, cash or high grade debt obligations in an amount sufficient to meet the\npurchase price or (2) enters into an offsetting contract for the forward sale of securities of equal value that it owns. Forward commitments\nmay be considered securities in themselves. They involve a risk of loss if the value of the security to be purchased declines prior to\nthe settlement date, which risk is in addition to the risk of decline in value of the Fund’s other assets. The Fund may dispose\nof a commitment prior to settlement and may realize short-term profits or losses upon such disposition.

Illiquid Securities (High Grade Fund)

The Fund may invest up to 15% of its net assets in\nilliquid securities--securities that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately\nthe value ascribed to them by a Fund.

Mortgage-backed Securities

New types of mortgage-backed securities are developed\nand marketed from time to time and, consistent with its investment limitations, the Fund expects to invest in those new types of mortgage-backed\nsecurities that the Adviser believes may assist the Fund in achieving its investment objective.

Mortgage-backed securities are instruments that entitle\nthe holder to a share of all interest and principal payments underlying the security. The mortgages backing these securities include conventional\nthirty-year fixed-rate mortgages, graduated payment mortgages, and adjustable rate mortgages. During periods of declining interest rates,\nprepayment of mortgages underlying mortgage-backed securities can be expected to accelerate. Prepayment of mortgages which underlie securities\npurchased at a premium often results in capital losses, while prepayment of mortgages purchased at a discount often results in capital\ngains. Because of these unpredictable prepayment characteristics, it is often not possible to predict accurately the average life or realized\nyield of a particular issue.

With respect to each Fund, only mortgage-backed securities\nissued by financial institutions operating in Puerto Rico, which securities represent pools of mortgages executed on properties located\nin Puerto Rico will constitute Puerto Rico Assets (as defined and used in the Fund’s prospectus). Such mortgage-backed securities\nmay be issued or guaranteed by one of the agencies described below, or may have the features discussed below. Not all of the types of\nsecurities described below are available in Puerto Rico.

Specified Mortgage-Backed Securities

The Fund may invest in mortgage-backed securities\nconstituting derivative instruments such as interest-only obligations (“IOs”), principal-only obligations (“POs”\nand, together with IOs, other than IOs and POs that are planned amortization class bonds, “PAC Bonds”), or inverse floating\nrate obligations or other types of mortgage-backed securities that may be developed in the future and that are determined by the Adviser\nto present types and levels of risk that are comparable to such IOs, POs and inverse floating rate obligations (collectively, “Specified\nMortgage-Backed Securities”). The Fund will invest in Specified Mortgage-Backed Securities only when the Adviser believes that such\nsecurities, when combined with the Fund’s other investments, would enable the Fund to achieve its investment objective and policies.

Stripped mortgage-backed securities (“SMBSs”)\nare classes of mortgage-backed securities that receive different proportions of the interest and principal distributions from the underlying\npool of mortgage assets. SMBSs may be issued by agencies or instrumentalities of the U.S. Government or by private mortgage lenders. A\ncommon type of SMBS will have one class that receives some of the interest and most of the principal from the mortgage assets, while the\nother class will receive most of the interest and the remainder of the principal.

An IO is an SMBS that is entitled to receive all or\na portion of the interest, but none of the principal payments, on the underlying mortgage assets; a PO is an SMBS that is entitled to\nreceive all or a portion of the principal payments, but none of the interest payments, on the underlying mortgage assets. The Adviser\nbelieves that investments in POs may facilitate its ability to manage the price sensitivity of the Fund to interest rate changes. Generally,\nthe yields to maturity on both IO and PO classes are extremely sensitive to the rate of principal payments (including prepayments) on\nthe underlying mortgage assets. If the underlying mortgage assets of an IO class of mortgage-backed security held by the Fund experience\ngreater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in such securities even though\nthe securities are rated in the highest rating category. The Adviser believes that, since principal amortization on PAC Bonds is designed\nto occur at a predictable rate, IOs and POs that are PAC Bonds generally are not as sensitive to principal prepayments as other IOs and\nPOs.

Mortgage-backed securities that constitute inverse\nfloating rate obligations are mortgage-backed securities on which the interest rates adjust or vary inversely to changes in market interest\nrates. Typically, an inverse floating rate mortgage-backed security is one of two components created from a pool of fixed rate mortgage\nloans. The other component is a variable rate mortgage-backed security, on which the amount of interest payable is adjusted directly\nin accordance with market interest rates. The inverse floating rate obligation receives the portion of the interest on the underlying\nfixed-rate mortgages that is allocable to the two components and that remains after subtracting the amount of interest payable on the\nvariable rate component. The market value of an inverse floating rate obligation will be more volatile than that of a fixed-rate obligation\nand like most debt obligations, will vary inversely with changes in interest rates. Certain of such inverse floating rate obligations\nhave coupon rates that adjust to changes in market interest rates to a greater degree than the change in the market rate and accordingly\nhave investment characteristics similar to investment leverage. As a result, the market value of such inverse floating rate obligations\nis subject to greater risk of fluctuation than other mortgage-backed securities, and such fluctuations could adversely affect the ability\nof the Fund to achieve its investment objective and policies.

The yields on Specified Mortgage-Backed Securities\nmay be more sensitive to changes in interest rates than Puerto Rico GNMA, Fannie Mae or Freddie Mac Mortgage-Backed Securities. While\nthe Adviser will seek to limit the impact of these factors on the Fund, no assurance can be given that they will achieve this result.

Government Pass-Through Securities. These are\nsecurities that are issued or guaranteed by a U.S. Government agency representing an interest in a pool of mortgage loans. The primary\nissuers or guarantors of these mortgage-backed securities are the Government National Mortgage Association (“GNMA”), the Federal\nNational Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). FNMA and FHLMC\nobligations are not backed by the full faith and credit of the U.S. Government as GNMA certificates are, but FNMA and FHLMC securities\nare supported by the instrumentalities’ right to borrow from the U.S. Treasury. GNMA, FNMA and FHLMC each guarantees timely distributions\nof interest to certificate holders. GNMA and FNMA also each guarantees timely distributions of scheduled principal. FHLMC has in the past\nguaranteed only the ultimate collection of principal of the underlying mortgage loan; however, FHLMC now issues mortgage-backed securities\n(FHLMC Gold PCs) which also guarantee timely payment of monthly principal reductions. Government and private guarantees do not extend\nto the securities’ value, which is likely to vary inversely with fluctuations in interest rates.

Private Pass-Through Securities. These are\nmortgage-backed securities issued by a nongovernmental entity, such as a trust. These securities include collateralized mortgage obligations\n(“CMOs”) and real estate mortgage investment conduits (“REMICs”) that are rated in one of the top two rating categories.\nWhile they are generally structured with one or more types of credit enhancement, private pass-through securities typically lack a guarantee\nby an entity having the credit status of a governmental agency or instrumentality.

Collateralized Mortgage Obligations

CMOs are debt obligations or multiclass pass-through\ncertificates issued by agencies or instrumentalities of the U.S. Government or by private originators or investors in mortgage loans.\nIn a CMO, series of bonds or certificates are usually issued in multiple classes. Principal and interest paid on the underlying mortgage\nassets may be allocated among the several classes of a series of a CMO in a variety of ways. Each class of a CMO, often referred to as\na “tranche,” is issued with a specific fixed or floating coupon rate and has a stated maturity or final distribution date.\nPrincipal payments of the underlying mortgage assets may cause CMOs to be retired substantially earlier than their stated maturities of\nfinal distribution dates, resulting in a loss of all or part of any premium paid.

REMICs

A REMIC is a CMO that qualifies for special tax treatment\nunder the U.S. Internal Revenue Code and invests in certain mortgages principally secured by interests in real property. Investors may\npurchase beneficial interests in REMICs, which are known as “regular” interests or “residual” interests. Guaranteed\nREMIC pass-through certificates (“REMIC Certificates”) issued by FNMA or FHLMC represent beneficial ownership interests in\na REMIC trust consisting principally of mortgage loans or FNMA, FHLMC or GNMA-guaranteed mortgage pass-through certificates. For FHLMC\nREMIC Certificates, FHLMC guarantees the timely payment of interest, and also guarantees the payment of principal as payments are required\nto be made on the underlying mortgage participation certificates. FNMA REMIC Certificates are issued and guaranteed as to timely distribution\nof principal and interest by FNMA.

Risk Factors. Due to the possibility of prepayment\nof the underlying mortgage instruments, mortgage-backed securities generally do not have a known maturity. In the absence of a known maturity,\nmarket participants generally refer to an estimated average life. An average life estimate is a function of an assumption regarding anticipated\nprepayment patterns, based upon current interest rates, current conditions in the relevant housing markets and other factors. The assumption\nis necessarily subjective, and thus different market participants can produce different average life estimates with regard to the same\nsecurity. There can be no assurance that estimated average life will be a security’s actual average life.

Mortgage Dollar Roll Transactions

In order to enhance current income, the Fund may enter\ninto mortgage dollar rolls with respect to mortgage related securities issued by GNMA, FNMA and FHLMC. In a mortgage dollar roll transaction,\nthe Fund sells a mortgage related security to a financial institution, such as a bank or a broker-dealer, and simultaneously agrees to\nrepurchase a similar security from the institution at a later date at an agreed upon price. The mortgage related securities that are repurchased\nwill bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment\nhistories than those sold. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal\npayments on the securities sold. Proceeds of the sale will be invested in short-term instruments, particularly repurchase agreements,\nand the income from these investments, together with any additional fee income received on the sale, is intended to generate income for\nthe Fund exceeding the yield on the securities sold. Mortgage dollar roll transactions involve the risk that the market value of the securities\nsold by the Fund may decline below the repurchase price of

those securities. At the time the Fund enters into\na mortgage dollar roll transaction, it will place in a segregated custodial account liquid securities having a value equal to the repurchase\nprice (including accrued interest) and will subsequently monitor the account to ensure that the equivalent value is maintained. Mortgage\ndollar roll transactions are considered to be borrowings by the Fund.

Municipal Bonds, Industrial Development Bonds\nand Private Activity Bonds

Municipal bonds are debt obligations issued to obtain\nfunds for various public purposes. The two principal classifications of municipal bonds are “general obligation” bonds and\n“revenue” bonds. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power\nfor the repayment of principal and the payment of interest. Revenue bonds are payable only from the revenues derived from a particular\nsource, such as the user of the facility being financed. Certain municipal bonds are “moral obligation” issues, which normally\nare issued by special purpose public corporations. In the case of such issues, an express or implied “moral obligation” of\na related government unit is pledged to the payment of the debt service but is usually subject to annual budget appropriations.

The Fund may invest in industrial development bonds\n(“IDBs”) and private activity bonds (“PABs”), which are municipal bonds issued by or on behalf of public corporations\nto finance various privately operated facilities, such as airports or pollution control facilities. IDBs and PABs are generally revenue\nbonds and thus are not payable from the unrestricted revenue of the issuer. The credit quality of IDBs and PABs is usually directly related\nto the credit standing of the user of the facilities being financed.

The Fund does not presently intend to concentrate\nits investments, e.g., invest a relatively high percentage of their assets in debt obligations issued or guaranteed by the Commonwealth\nof Puerto Rico and/or its political subdivisions, agencies, public corporations or instrumentalities (such as revenue bonds) issued by\nentities which may pay their debt service obligations from the revenues derived from similar projects such as hospitals, multi-family\nhousing, nursing homes, continuing care facilities, commercial facilities (including hotels), electric utility systems or industrial\ncompanies. That limitation may in the future be changed by a Fund’s Board of Directors. Any future determination to allow concentration\nof a Fund’s investments may make the Fund more susceptible to similar economic, political, or regulatory occurrences.

Municipal Lease Obligations

Municipal lease obligations are government securities\nthat may take the form of leases, installment purchase contracts or conditional sales contracts, or certificates of participation with\nrespect to such contracts or leases. Municipal lease obligations are issued by municipalities and public corporations to purchase land\nor various types of equipment and facilities. Although municipal lease obligations do not constitute general obligations of the municipality\nfor which the municipality’s taxing power is pledged, they ordinarily are backed by the municipality’s covenant to budget\nfor, appropriate and make the payments due under the lease obligation.

The liquidity of municipal lease obligations varies.\nCertain municipal lease obligations contain non-appropriation clauses which provide that the municipality has no obligation to make lease\nor installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. Some municipal lease\nobligations of this type are insured as to timely repayment of principal and payment of interest, even in the event of a failure by the\nmunicipality to appropriate sufficient funds to make payments under the lease. However, in the case of an uninsured municipal lease obligation,\nthe Fund’s ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession\nof the leased property, without recourse to the general credit of the lessee, and disposition of the property in the event of foreclosure\nmight prove difficult.

Participation Interests

The Fund may invest in participation interests in\nfixed and variable rate securities. A participation interest gives the Fund an undivided interest in a security or asset owned by a bank.\nThe Fund has the right to sell the instrument back to the bank. Such right is generally backed by the bank’s irrevocable letter\nof credit or guarantee and permits the Fund to draw on the letter of credit on demand, after specified notice, for all or any part of\nthe principal amount of the Fund’s participation interest plus accrued interest. Generally, the Fund intends to exercise the demand\nunder the letters of credit or other guarantees only upon a default under the terms of the underlying security or asset, or to maintain\nthe Fund’s portfolio in accordance with its investment objective and policies. The ability of a bank to fulfill its obligations\nunder a letter of credit or guarantee might be affected by possible financial difficulties of its borrowers, adverse interest rate or\neconomic conditions, regulatory limitations or other factors. The investment adviser will monitor the pricing, quality and liquidity of\nthe participation interests held by the Fund, and the credit standing of banks issuing letters of credit or guarantees supporting such\nparticipation interests on the basis of published financial information reports of rating services and bank analytical services.

Preferred Stock

The Fund may invest in preferred stock. A preferred\nstock is a blend of the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common\nstock in equity ownership, but does not have the seniority of a bond and its participation in the issuer’s growth in value may be\nlimited. Preferred stock has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors\nshould the issuer be dissolved. Although the dividend is set at a fixed annual rate, in some circumstances it can be changed or omitted\nby the issuer. The High Grade Fund will not invest in preferred stock convertible into shares of common stock.

Puerto Rico Government Obligations

The Fund may invest in securities issued or guaranteed\nby the Commonwealth of Puerto Rico or its agencies and instrumentalities. Such securities include Puerto Rico government securities, such\nas bills, notes, bonds and certificates of indebtedness, which differ in their interest rates, maturities and times of issuance, and issues\nof Puerto Rico agencies and instrumentalities established under the authority of an act of the Puerto Rico Legislature. These securities\nmay bear fixed, floating or variable rates of interest, subject to the limitations established in the investment guidelines for the Fund.\nSee “Floating and Variable Rate Obligations” herein. While the Commonwealth of Puerto Rico may provide financial support to\nsome Puerto Rico agencies or instrumentalities, no assurance can be given that it will always do so, since it is not always so obligated\nby law.

Real Estate Investment Trust (“REITs”)\n(Total Return Fund)

REITs are entities that invest primarily in commercial\nreal estate or real estate-related loans. A REIT is not taxed on income distributed to its shareholders if it complies with regulatory\nrequirements relating to its organization, ownership, assets and income, and with the regulatory requirement that it distribute to its\nshareholders at least 90% of its taxable income for each taxable year. Generally, REITs can be classified as equity REITs, mortgage REITs\nand hybrid REITs. Equity REITs invest the majority of their assets in real property and derive their income primarily from rents and capital\ngains from appreciation realized through property sales. Mortgage REITs invest the majority of their assets in real estate mortgages and\nderive their income primarily from interest payments.

Repurchase Agreements

The Total Return Fund and the High Grade Fund intend\nto invest in repurchase agreements. A repurchase agreement is a transaction in which the Fund purchases securities and simultaneously\ncommits to resell the securities to the original seller (as described below) at an agreed upon date and price reflecting a market rate\nof interest unrelated to the coupon rate or maturity of the purchased securities. Such original seller may be (a) a broker-dealer or other\nfinancial institution or (b) a member bank of the Federal Reserve System or a securities dealer who is a member of a national securities\nexchange or is a market maker in U.S. Government securities. Repurchase agreements carry certain risks not associated with direct investments\nin securities, including possible decline in the market value of the underlying securities and costs to the Fund if the other party to\nthe repurchase agreement becomes bankrupt, so that the Fund is delayed or prevented from exercising its rights to dispose of the collateral\nsecurities. With respect to the Total Return Fund, the value of the underlying securities (or collateral) will be at least equal at all\ntimes to the total amount of the repurchase obligation, including the interest factor.

The SEC has finalized new rules requiring the\ncentral clearing of certain repurchase transactions involving U.S. Treasuries. Historically, such transactions have not been required\nto be cleared and voluntary clearing of such transactions has generally been limited. Compliance with these rules is on a rolling basis\nthrough the end of June 2027. The new clearing requirements could make it more difficult for a Fund to execute certain investment strategies\nand may adversely impact the Fund’s performance.

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase agreements\nin which the Fund sells portfolio securities to a counterparty, coupled with an agreement to repurchase them from the counterparty at\na specific date and price. The Fund may use the proceeds of reverse repurchase agreements to purchase other securities either maturing,\nor under an agreement to resell, on a date simultaneous with or prior to the expiration of the reverse repurchase agreement. The use of\nreverse repurchase agreements may be regarded as leveraging and, therefore, speculative. Furthermore, reverse repurchase agreements involve\nthe risks that (i) the interest income earned in the investment of the proceeds will be less than the interest expense, (ii) the market\nvalue of the securities retained in lieu of sale by the Fund may decline below the price of the securities the Fund has sold but is obligated\nto repurchase, (iii) the market value of the securities sold will decline below the price at which the Fund is required to repurchase\nthem and (iv) the securities will not be returned to the Fund. The Fund will pay interest on amounts obtained pursuant to a reverse repurchase\nagreement.

Pursuant to 1940 Act Rule 18f-4, when a Fund enters\ninto reverse repurchase agreements or similar financing transactions, including certain tender option bonds, the Fund will (i) aggregate\nthe amount of indebtedness associated with all of its reverse repurchase agreements or similar financing transactions with the amount\nof any other “senior securities” representing indebtedness (e.g., bank borrowings, if applicable) when calculating the Fund’s\nasset coverage ratio or (ii) treat all such transactions as Derivatives Transactions.

U.S. Government Securities

The Fund may invest in U.S. Government securities,\nincluding a variety of securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase\nagreements or reverse repurchase agreements, as applicable, secured thereby. These securities include securities issued and guaranteed\nby the U.S. Government, such as Treasury bills, Treasury notes, and Treasury bonds; obligations supported by the right of the issuer to\nborrow from the U.S. Treasury, such as those of the Federal Home Loan Banks; and obligations supported only by the credit of the issuer,\nsuch as those of the Federal Intermediate Credit Banks.

Uncertainty regarding the status of negotiations in\nthe U.S. Government to increase the statutory debt ceiling, which occur from time to time, could increase the risk that the U.S. Government\nmay default on payments on certain U.S. government securities and may cause the credit rating of the U.S. Government to be downgraded.\nAny uncertainty regarding the ability of the United States to repay its debt obligations, and any default by the U.S. Government, would\nhave a negative impact on the Funds’ investments in U.S. Government securities.

The downgrade in the long-term U.S. credit rating\nby major rating agencies has heightened uncertainty about the ability of the U.S. to repay its obligations. Further credit rating downgrades\nor a U.S. credit default may result in increased volatility or liquidity risk, higher interest rates, lower prices for U.S. Government\nsecurities, and increased costs for all kinds of debt. The value of a Fund’s shares may be adversely affected by rating agency downgrades\nof the U.S. Government’s credit rating given that a Fund may invest in U.S. Government securities.

When-Issued and Delayed Delivery Transactions (High\nGrade Fund)

The Fund may enter into agreements with banks or broker-dealers\nfor the purchase or sale of securities at an agreed-upon price on a specified future date. Such agreements might be entered into, for\nexample, when the investment adviser anticipates a decline in interest rates and is able to obtain a more advantageous yield by committing\ncurrently to purchase securities to be issued later. When the Fund purchases securities on a when-issued or delayed delivery basis, it\nis required either (1) to create a segregated account with the Fund’s custodian and to maintain in that account cash, U.S. Government\nsecurities or other high grade debt obligations in an amount equal on a weekly basis to the amount of the Fund’s when-issued or\ndelayed delivery commitments or (2) to enter into an offsetting forward sale of securities it owns equal in value to those purchased.\nThe Fund will only make commitments to purchase securities on a when-issued or delayed-delivery basis with the intention of actually acquiring\nthe securities. However, the Fund may sell these securities before the settlement date if it is deemed advisable as a matter of investment\nstrategy. When the time comes to pay for when-issued or delayed-delivery securities, the Fund will meet its obligations from then available\ncash flow or the sale of securities, or, although it would not normally expect to do so, from the sale of the when-issued or delayed delivery\nsecurities themselves (which may have a value greater or less than the Fund’s payment obligation).

Zero Coupon Obligations

Zero coupon obligations are debt securities that do\nnot bear any interest, but instead are issued at a deep discount from par. The value of a zero coupon obligation increases over time to\nreflect the interest accreted. Such obligations will not result in the payment of interest until maturity and will have a greater price\nvolatility than similar securities that are issued at par and pay interest periodically.

Certain Investment Techniques Used by the Funds

A Fund may utilize investment techniques described\nbelow.

Temporary Defensive Position

In general, if a Fund takes a temporary defensive\nposition as described in the Information on Short-Term Securities and Temporary Defensive Measures section of the Prospectuses, that position\nmay be inconsistent with its principal investment goal(s) and/or strategies and may include temporarily investing (partially or extensively)\nin cash and cash equivalents (e.g., short-term money market securities such as prime-rated commercial paper, certificates of deposit,\nvariable rate demand notes or repurchase agreements).

Stock Index Options (Total Return Fund)

The Fund may purchase and write put and call options\non stock indices listed on U.S. securities exchanges for the purpose of hedging against risks of market-wide price movements affecting\nthe equity portion of its portfolio. A stock index measures the movement of a certain group of stocks by assigning relative values to\nthe common stocks included in the index.

Options on stock indices are generally similar to\noptions on stock except that the delivery requirements are different. Instead of giving the right to take or make delivery of stock at\na specified price, an option on a stock index gives the holder the right to receive a cash “exercise settlement amount” equal\nto (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case\nof a call) the closing value of the underlying index on the date of exercise, multiplied by (b) a fixed “index multiplier.”\nReceipt of this cash amount will depend upon the closing level of the stock index upon which the option is based being greater than,\nin the case of a call, or less than, in the case of a put, the exercise price of the option. The amount of cash received will be equal\nto such difference between the closing price of the index and the exercise price of the option, expressed in dollars, times a specified\nmultiple. The writer of the option is obligated, in return for the premium received, to make delivery of this amount. The writer may\noffset its position in stock index options prior to expiration by entering into a closing transaction on an exchange, or it may let the\noption expire unexercised.

The effectiveness of purchasing stock index options\nas a hedging technique will depend upon the extent to which price movements in the portion of a securities portfolio being hedged correlate\nwith price movements of the stock index selected.

Because the value of an index option depends upon\nmovements in the level of the index rather than the price of a particular stock, whether the Fund will realize a gain or loss from the\npurchase or writing of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the\ncase of certain indices, in an industry or market segment, rather than movements in the price of a particular stock. Accordingly, successful\nuse by the Fund of options on stock indices will be subject to the applicable investment adviser’s ability to predict correct movements\nin the direction of the stock market generally or of a particular industry. This requires different skills and techniques than predicting\nchanges in the price of individual stocks.

When the Fund writes an option on a stock index, it\nwill establish a segregated account with the Fund’s custodian, with which the Fund will deposit cash or cash equivalents or a combination\nof both in the amount equal to the market value of the option, and will maintain such account while the option is open.

The Fund will engage in stock index options transactions\nonly when determined by the Adviser to be consistent with the Fund’s efforts to control risk. There can be no assurance that such\njudgment will be accurate or that the use of these portfolio strategies will be successful.

Futures, Forwards and Hedging Transactions

The Fund may use a variety of financial instruments\n(“Derivative Instruments”), including options on securities, financial futures contracts (sometimes referred to as “futures”\nor “futures contracts”), options on futures contracts and other interest rate protection transactions such as swap agreements,\nto attempt to hedge the Fund’s investment portfolio. In addition to hedging, the Fund may also invest in Derivative Instruments\nfor income enhancement purposes, including enhancing portfolio returns and reducing borrowing costs. The investment in Derivative Instruments\nfor income enhancement purposes subjects the Fund to substantial risk of losses that may not be offset by gains on other portfolio assets.

Cover for Hedging Strategies

Some Hedging Instruments expose the Fund to an obligation\nto another party. The Fund will not enter into any such transactions unless it owns either (1) an offsetting (“covered”) position\nin securities, options, futures contracts or swap agreements or (2) cash and other liquid assets with a value sufficient at all times\nto cover its potential obligations to the extent not covered as provided in (1) above. The Fund will comply with applicable regulatory\nguidelines regarding cover for instruments and will, if the guidelines so require, set aside cash or other liquid assets in a segregated\naccount with the Fund’s custodian, in the prescribed amount.

Assets used as cover or otherwise set aside cannot\nbe sold while the position in the corresponding Hedging Instrument is open, unless they are replaced with other appropriate assets. As\na result, the commitment of a large portion of a Fund’s assets to cover in segregated accounts could impede its ability to meet\nredemption requests or other current obligations.

Options and Futures Trading

The Fund may engage in certain options (including\noptions on securities, equity and debt indices, and futures strategies) in order to hedge its investments as well as for income enhancement\npurposes. There is no limit on the amount of these transactions that may be entered into for bona fide hedging purposes. For non-hedging\npurposes, the Fund may enter into such transactions if, immediately after the transactions, the sum of the initial margin deposits on\nthe Fund’s existing futures positions and option premiums entered into for non-hedging purposes does not exceed 5% of the liquidation\nvalue of the Fund’s portfolio, after taking into account unrealized profits and unrealized losses on such transactions. Certain\nspecial characteristics of and risks with these strategies are discussed below.

Characteristics and Risks of Options Trading

The Fund effectively may terminate its right or obligation\nunder an option by entering into a closing transaction. If the Fund wished to terminate its obligation to purchase or sell securities\nunder a put or call option it has written, it may purchase a put or call option of the same-series (i.e., an option identical in its terms\nto the option previously written); this is known as a closing purchase transaction. Conversely, in order to terminate its right to purchase\nor sell under a call or put option it has purchased, the Fund may write a call or put option of the same series. This is known as a closing\nsale transaction. Closing transactions essentially permit the Fund to realize profits or limit losses on its options positions prior to\nthe exercise or expiration of the option. Whether a profit or loss is realized from a closing transaction depends on the price movement\nof the underlying security, index or futures contract and the market value of the option.

In considering the use of options to hedge, particular\nnote should be taken of the following:

(1) The value of an option position will reflect,\namong other things, the current market price of the underlying security, index or futures contract, the time remaining until expiration,\nthe relationship of the exercise price to the market price, the historical price volatility of the underlying instrument and general market\nconditions. For this reason, the successful use of options as a hedging strategy depends upon the ability of the Adviser to forecast the\ndirection of price fluctuations in the underlying instrument.

(2) At any given time, the exercise price of an option\nmay be below, equal to or above the current market value of the underlying instrument. Purchased options that expire unexercised have\nno value. Unless an option purchased by the Fund is exercised or unless a closing transaction is effected with respect to that position,\na loss will be realized in the amount of the premium paid.

(3) A position in an exchange-listed option may be\nclosed out only on an exchange that provides a secondary market for identical options. Most exchange-listed options relate to futures\ncontracts and stocks. The ability to establish and close out positions on the exchanges is subject to the maintenance of a liquid secondary\nmarket. Closing transactions may be effected with respect to options traded in the OTC markets (currently the primary markets of options\non debt securities) only by negotiating directly with the other party to the option contract, or in a secondary market for the option\nif such market exists. Although the Fund intends to purchase or write only those options for which there appears to be an active secondary\nmarket, there is no assurance that a liquid secondary market will exist for any particular option at any specific time. In such event,\nit may not be possible to effect closing transactions with respect to certain options, with the result that the Fund would have to exercise\nthose options that it has purchased in order to realize any profit. With respect to options written by the Fund, the inability to enter\ninto a closing transaction may result in material losses to it. For example, because the Fund may maintain a covered position with respect\nto any call option it writes on a security, it may not sell the underlying security during the period it is obligated under such option.\nThis requirement may impair the Fund’s ability to sell a portfolio security or make an investment at a time when such a sale or\ninvestment might be advantageous.

(4) Activities in the options market may result in\na higher portfolio turnover rate and additional brokerage costs; however, the Fund also may save on commissions by using options as a\nhedge rather than buying or selling individual securities in anticipation of market movements.

Writing Covered Options

The Fund is authorized to write (i.e., sell) covered\ncall options on the securities in which it may invest and to enter into closing purchase transactions with respect to certain of such\noptions. A covered call option is an option where the Fund in return for a premium gives another party a right to buy specified securities\nowned by the Fund at a specified future date and price set at the time of the contract. The principal reason for writing call options\nis to attempt to realize, through the receipt of premiums, a greater return than would be realized on the securities alone. By writing\ncovered call options, the Fund gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying\nsecurity above the option exercise price. In addition, the Fund’s ability to sell the underlying security will be limited while\nthe option is in effect unless the Fund effects a closing purchase transaction. A closing purchase transaction cancels out the Fund’s\nposition as the writer of an option by means of an offsetting purchase of an identical option prior to the expiration of the option it\nhas written. Covered call options serve as a partial hedge against the price of the underlying security declining.

The Fund also may write put options which give the\nholder of the option the right to sell the underlying security to the Fund at the stated exercise price. By writing a put, the Fund may\nbe obligated to purchase the underlying security at a price that may be higher than the market value of that security at the time of exercise\nfor as long as the option is outstanding. The Fund may engage in closing transactions in order to terminate put options that it has written.

Purchasing Options

The Fund is authorized to purchase put options to\nhedge against a decline in the market value of its securities. By buying a put option, the Fund has a right to sell the underlying security\nat the exercise price, thus limiting the Fund’s risk of loss through a decline in the market value of the security until the put\noption expires. The amount of any profit on the sale in the value of the underlying security will be partially offset by the amount of\nthe premium paid for the put option and any related transaction costs. Prior to its expiration, a put option may be sold in a closing\nsale transaction and profit or loss from the sale will depend on whether the amount received is more or less than the premium paid for\nthe put option plus the related transaction costs. A closing sale transaction cancels out the Fund’s position as the purchaser of\nan option by means of any offsetting sale of an identical option prior to the expiration of the option it has purchased.

In certain circumstances, the Fund may purchase call options on securities\nheld in its portfolio on which it has written call options or on securities which it intends to purchase.

Options

The Fund is authorized to engage in transactions in\noptions. The Fund may purchase or write put and call options on bond indices to hedge against the risk of market wide bond price movements\nin the securities in which the Fund invests. Options on indices are similar to options on securities except that on exercise or assignment,\nthe parties to the contract pay or receive an amount of cash equal to the difference between the closing value of the index and the exercise\nprice of the option times a specified multiple. The Fund may invest in bond index options based on a broad market index or based on a\nnarrow index representing an industry or market segment.

The Fund also has authority to purchase and write\ncall and put options on bond indices. Generally, these strategies are utilized under the same market and market sector conditions (i.e.,\nconditions relating to specific types of investment) in which the Fund enters into futures transactions. Similarly, the Fund may purchase\ncall options to hedge against the increased cost resulting from an increase in the market value of securities which the Fund intends to\npurchase.

Swaps and Interest Rate Protection Transactions

The Fund may enter into interest rate and other swaps,\nincluding interest rate protection transactions, interest rate caps, collars and floors. Swap transactions involve an agreement between\ntwo parties to exchange payments that are based, respectively, on indices or specific securities or other assets, such as variable and\nfixed rates of interest that are calculated on the basis of a specified amount of principal (the “notional principal amount”)\nfor a specified period of time. Interest rate cap and floor transactions involve an agreement between two parties in which the first party\nagrees to make payments to the counterparty when a designated market interest rate goes above (in the case of a cap) or below (in the\ncase of a floor) a designated level on predetermined dates or during a specified time period. Interest rate collar transactions involve\nan agreement between two parties in which the first party makes payments to the counterparty when a designated market interest rate goes\nabove a designated level of predetermined dates or during a specified time period, and the counterparty makes payments to the first party\nwhen a designated market interest rate goes below a designated level on predetermined dates or during a specified time period.

The Fund will engage in swap transactions directly\nwith other counterparties. This subjects the Fund to the credit risk that a counterparty will default on an obligation to the Fund. Such\na risk contrasts with transactions done through exchange markets, wherein credit risk is reduced through the collection of variation margin\nand through the interposition of a clearing organization as the guarantor of all transactions. Clearing organizations transform the credit\nrisk of individual counterparties into the more remote risk of the failure of the clearing organization. Additionally, the financial integrity\nof swap transactions is generally unsupported by other regulatory or self-regulatory protections such as margin requirements, capital\nrequirements, or financial compliance programs. Therefore, there are much greater risks of defaults with respect to swap transactions\nthan with respect to exchange-traded futures or securities transactions.

The Fund expects to enter into interest rate protection\ntransactions to preserve a return or spread on a particular investment or portion of its portfolios to protect against any increase in\nthe price of securities the Fund anticipates purchasing at a later date or to effectively manage the rate of interest that it pays on\none or more borrowings or series of borrowings. The Fund intends to use these transactions as a hedge and not as a speculative investment.

The Fund may enter into swaps, caps, collars and floors\non either an asset-based or liability-based basis, depending on whether it is hedging its assets or its liabilities, and will usually\nenter into interest rate swaps on a net basis, i.e., the two payment streams are netted out, with the Fund receiving or paying, as the\ncase may be, only the net amount of the two payments. Inasmuch as these transactions are entered into for good faith hedging purposes,\nthe investment adviser and the Fund believe such obligations do not constitute debt securities and, accordingly, will not treat them as\nbeing subject to its borrowing restrictions.

The Fund will enter into such transactions only with\nbanks and recognized securities dealers believed by the investment adviser to present minimal credit risks in accordance with guidelines\nestablished by the Fund’s Board of Directors. If there is a default by the other party to such a transaction, the Fund will have\nto rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related\nto the transaction.

The swap market has grown substantially in recent\nyears with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation.\nCaps, collars and floors are more recent innovations for which documentation is less standardized, and accordingly, they are less liquid\nthan swaps.

Guidelines, Characteristics and Risks of Futures\nTrading

Although futures contracts by their terms call for\nactual delivery or acceptance of financial instruments, in most cases the contracts are closed out before the settlement date without\nthe making or taking of delivery. Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate\namount of the specific type of financial instrument and the same delivery date. If the price of the initial sale of the futures contract\nexceeds the price of the offsetting purchase, the seller is paid the difference and realizes a gain. Conversely, if the price of the offsetting\npurchase exceeds the price of the initial sale, the seller realizes a loss. Similarly, the closing out of a futures contract purchase\nis effected by the purchaser entering into a futures contract sale. If the offsetting sale price exceeds the purchase price, the purchaser\nrealizes a gain, and if the purchase price exceeds the offsetting sale price, he realizes a loss.

The Fund is required to maintain margin deposits with\nbrokerage firms through which it buys and sells futures contracts. Initial margin deposits vary from contract to contract and are subject\nto change. Margin balances will be adjusted weekly to reflect unrealized gains and losses on open contracts. If the price of an open futures\nposition declines so that the Fund has market exposure on such contract, the broker will require the Fund to deposit variation margin.\nIf the value of an open futures position increases so that the Fund no longer has market exposure on such contract, the broker will pay\nany excess variation margin to the Fund.

Most of the exchanges on which futures contracts are\ntraded limit the amount of fluctuation permitted in futures prices during a single trading day. The daily price limit establishes the\nmaximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end\nof a trading session. Once the daily price limit has been reached in a particular type of contract, no trades may be made on that day\nat a price beyond that limit. The daily price limit governs only price movement during a particular trading day and therefore does not\nlimit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices occasionally have\nmoved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures\npositions and subjecting some traders to substantial losses.

Exchanges may cancel trades in limited circumstances,\nfor example, if the exchange believes that allowing such trades to stand as executed could have an adverse impact on the stability or\nintegrity of the market. Any such cancellation may adversely affect the performance of the Fund. In addition, the Fund’s futures\ncommissions merchant may limit the Fund’s ability to invest in certain futures contracts. Such restrictions may adversely affect\nthe Fund’s performance and its ability to achieve its investment objectives.

Another risk in employing futures contracts as a hedge\nis the prospect that prices will correlate imperfectly with the behavior of cash prices for the following reasons. First, rather than\nmeeting additional margin deposit requirements, investors may close contracts through offsetting transactions. Second, the liquidity of\nthe futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent\nthat participants decide to make or take delivery, liquidity in the futures market could be reduced, thus producing distortion. Third,\nfrom the point of view of speculators, the deposit requirement in the futures market is less onerous than margin requirements in the securities\nmarket. Therefore, increased participation by speculators in the futures market may cause temporary price distortions. Due to the possibility\nof distortion, a correct forecast of general interest rate or security price trends by the investment adviser may still not result in\na successful transaction.

Options on Future Contracts

An option on a futures contract, as contrasted with\nthe direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying\nfutures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the\ndelivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated\nbalance in the writer’s futures margin account, which represents the amount by which the market price of the futures contract exceeds,\nin the case of a call, or is less than, in the case of put, the exercise price of the option on the futures contract. The potential for\nloss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs.\nBecause the value of the option is fixed at the point of sale, there are no daily cash payments to reflect changes in the value of the\nunderlying contract; however, the value of the option does change daily and that change would be reflected in the net asset value of the\nFund.

The Fund may purchase and write put and call options\non futures contracts that are traded on a U.S. exchange or board of trade as a hedge against changes in the value of its portfolio securities,\nor in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing\npositions. There is no guarantee that such closing transactions can be effected. Several risks are associated with options on futures\ncontracts. The ability to establish and close out positions on such options will be subject to the existence of a liquid market. In addition,\nthe purchase of put or call options will be based upon predictions by the Adviser as to anticipated trends, which predictions could prove\nto be incorrect. Even if the expectations of the Adviser are correct, there may be an imperfect correlation between the change in the\nvalue of the options and of the portfolio securities being hedged.

Combined Transactions

The Fund may enter into multiple futures transactions,\ninstead of a single transaction, as part of a single or combined strategy when, in the opinion of its investment adviser, it is in the\nbest interests of the Fund to do so. A combined transaction usually will contain elements of risk that are present in each of its component\ntransactions. Although combined transactions normally are entered into based on the judgment of the investment adviser that the combined\nstrategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination\ninstead will increase such risks or hinder achievement of the portfolio management objective.

Information on Directors and Executive Officers

Overall responsibility for management and supervision\nof each Fund rests with each Fund’s Board of Directors (each, a “Board” and together, the “Boards”). Each\nBoard consists of three individuals (each, a “Director”) and the same individuals serve on the Board of each Fund. Currently,\nall Directors are not “interested persons” of the Funds within the meaning of the 1940 Act. The Directors approve the terms\nand conditions of all significant agreements between each Fund and the companies that furnish services to the Fund, including agreements\nwith the Adviser, the Administrator, the Distributor, the Custodian (as defined herein) and the Transfer Agent (as defined herein) of\neach Fund. The day-to-day operations of each Fund are delegated to the Fund’s Administrator.

All transactions and agreements between each Fund\nand its affiliates are subject to the approval of the independent directors of the Fund’s Board.

Leadership Structure and Oversight Responsibilities\nof the Boards

Each Board is responsible for overseeing the Adviser’s\nmanagement and operations of the Fund pursuant to the Advisory Agreement (as defined below). Directors also have significant responsibilities\nunder the federal securities laws. Among other things, they

\n\n

●

oversee the performance of the Fund;

\n\n

●

monitor the quality of the advisory services provided by the\nAdviser;

\n\n

●

review annually the fees paid to the Adviser for its services;

\n\n

●

monitor potential conflicts of interest between the Fund and the\nAdviser;

\n\n

●

monitor distribution activities, custody of assets and the valuation\nof securities; and

\n\n

●

oversee the Fund’s compliance program.

In performing their duties, Directors receive detailed\ninformation about the Fund and the Adviser on a regular basis, and meet at least quarterly with management of the Adviser to review reports\nrelating to the Fund’s operations. The Directors’ role is to provide oversight and not to provide day-to-day management.

The Directors and their immediate family members have\nno affiliation or business connection with the Adviser, the Fund’s principal underwriter or any of their affiliated persons and\ndo not own any stock or other securities issued by the Adviser or the Fund’s principal underwriter.

Miguel Venta is the Chairman of the Boards. Each Board\nhas determined that its leadership structure is appropriate for the Fund because it enables the Board to exercise informed and independent\njudgment over matters under its purview, allocates responsibility to the Audit Committee in a manner that fosters effective oversight\nand allows the Board to devote appropriate resources to specific issues in a flexible manner as they arise. Each Board periodically reviews\nits leadership structure as well as its overall structure, composition and functioning and may make changes in its discretion at any time.

Risk Oversight by the Boards

As mentioned above, each Board oversees the management\nof the respective Fund and meets at least quarterly with management of the Adviser to review reports and receive information regarding\nthe Fund’s operations. Risk oversight relating to the Funds is one component of the Boards’ oversight and is undertaken in\nconnection with the duties of the Boards. As described below, each Fund’s Audit Committee assists its Board in overseeing the work\nof the independent registered public accountants. Each Board receives reports from the Audit Committee regarding the Audit Committee’s\narea of responsibility and, through those reports and its interactions with management of the Adviser during and between meetings, analyzes,\nevaluates, and provides feedback on the Adviser’s risk management process. In addition, each Board receives information regarding,\nand has discussions with senior management of the Adviser about, the Adviser’s risk management systems and strategies. The Funds’\nChief Compliance Officer (“CCO”) reports to the Boards at least quarterly regarding compliance and legal risk concerns. In\naddition to quarterly reports, the CCO provides annual reports to the Boards in accordance with the Funds’ compliance policies and\nprocedures. The CCO regularly discusses relevant compliance and legal risk issues affecting the Funds during meetings with the Independent\nDirectors. The CCO updates the Boards on the application of the Funds’ compliance policies and procedures and discusses how they\nmitigate risk. The CCO also is in charge of reporting to the Boards regarding any problems associated with the Funds’ compliance\npolicies and procedures that could expose the Funds to risk. There can be no assurance that all elements of risk, or even all elements\nof material risk, will be disclosed to or identified by the Boards.

Each Board has one (1) standing Committee: an Audit\nCommittee. The Chairman of the Audit Committee is an Independent Director.

The role of the Chairman of the Boards is to preside\nat all meetings of the Boards and to act as a liaison with service providers, officers, attorneys and other Directors generally between\nmeetings. The Chairman of the Audit Committee performs a similar role with respect to the Audit Committee. The Chairman of the Boards\nor the Chairman of the Audit Committee may also perform such other functions as may be delegated by the Boards or the Audit Committee\nfrom time to time. The Boards have regular meetings four times a year and may hold special meetings if required before their next regular\nmeeting. The Audit Committee meets regularly to conduct the oversight functions delegated to the Audit Committee by its Board and reports\nits findings to the Board. Each Board and each standing Audit Committee conducts annual assessments of their oversight function and structure.\nEach Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent\njudgment over management and to allocate responsibility to the Audit Committee and the full Board to enhance effective oversight.

The Board of each Fund has engaged the Adviser to\nmanage the Fund on a day-to-day basis. The Boards are responsible for overseeing the Adviser, other service providers, the operations\nof the Funds and associated risks in accordance with the provisions of the Investment Company Act, Puerto Rico law, state law, other applicable\nlaws, the Funds’ charters, and each Fund’s investment objective and strategies. Each Board reviews, on an ongoing basis, its\nFund’s performance, operations and investment strategies and techniques. Each Board also conducts reviews of the Adviser and its\nrole in running the operations of each Fund.

Audit Committee. The members of the\nAudit Committee of each Fund (each, an “Audit Committee”) are Miguel Venta, Jorge Vallejo and Carlos Pérez, all of\nwhom are Independent Directors. The principal responsibilities of each Audit Committee are to approve, and recommend to its full Board\nfor approval, the selection, retention, termination and compensation of the Total Return Fund’s independent auditors and the High\nGrade Fund’s independent registered public accountants and to oversee the work of the independent auditors and independent registered\npublic accountants. The Audit Committee met one (1) time during each Fund’s most recent fiscal year.

Biographical Information of Directors and Officers

Certain biographical and other information relating\nto the Directors and Officers of the Funds is set forth below, including their address and year of birth, principal occupations for at\nleast the last five years, length of time served, total number of registered investment companies and investment portfolios overseen in\nthe Popular complex (the “Popular Family of Funds”) and any currently held public company and other investment company directorships.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name, Address and \n Year of Birth	Position(s) \n Held with the \n Funds (Length \n of Service)	Principal Occupation(s)\n During the Past \n Five Years	Number of \n Investment \n Portfolios in \n the Popular Family \n of Funds Overseen	Public Company and \n Other Investment \n Company \n Directorships Held \n by Director During \n the Past Five Years
		*Independent Directors*
Miguel Venta \n Paseo del Parque \n 86 Parque del Oriente \n San Juan, PR 00926 \n (1958)	Director \n (since 2026) \n \n Chairman of the Board \n (since 2026)	KPMG (formerly Peat Marwick) from\n 1980-2016, including being an Audit Partner of the San Juan, Puerto Rico office from 1991-2016. Concentrated in audit of financial\n service clients, mostly banks and finance companies. Since retirement, Mr. Venta has held various roles as a board member of non-profit\n companies.	3	None
Jorge Vallejo \n Vallejo &Vallejo, 1610 \n Ponce de León Ave., \n Parada 23, Santurce, PR 00912 \n (1954)	Director \n (since 2001)	Managing Partner of Vallejo &\n Vallejo from April 1992 to 2020, a real estate appraisal and consulting firm in San Juan Puerto Rico; Director of Popular Family\n of Funds and Puerto Rico Investors Tax Free Family of Funds.	3	7
Carlos Pérez \n Pediatrix Medical \n Group, Metro Office \n Park #6 (Edif. Toshiba) \n Calle 1 Suite 202, \n Guaynabo, PR 00968 \n (1954)	Director \n (since 2001)	President of the Caribbean and Latin American Region of Pediatrix\n Medical Group since 2002; Director of the University of Puerto Rico’s Hospital of Carolina since September 2013; Director of\n the “Administración de Servicios de Salud de Puerto Rico” from 2001 to 2009; Member of the Board of Trustees of\n the University of Puerto Rico from 2014 to 2017; Director of Popular Family of Funds.	3	None

\n \n \n \n \n \n \n \n \n \n \n \n \n

Name, Address and

Year of Birth

Position(s) Held
\n with the Funds
\n (Length of Service)

Principal Occupation(s) During the Past Five Years

James A. Gallo²

Senior Principal Consultant,
\nFund Officers ACA Group

190 Middle Street, Suite 301,

Portland, ME 04101

(1964)

Treasurer

(since 2022)

Mr. Gallo has served as Treasurer and Principal Financial Officer\n of each of the Popular Family of Funds since December 2022. Mr. Gallo has been a Senior Principal Consultant of Foreside Management\n Services LLC, since May 2022. Prior to working at Foreside, Mr. Gallo was a Director of Fund Services, Bank of New York Mellon from\n 2002 to 2021.

Carlyn Edgar

Apex Fund Services

190 Middle Street,
\n Portland, ME 04101

(1963)

Chief Compliance Officer

(since 2026)

Ms. Edgar has been the Chief Compliance Officer for the Fund since 2026. Ms. Edgar currently serves\n as Senior Vice President at Apex Fund Services (since 2019). Prior to that, Ms. Edgar was Senior Vice President at Atlantic Fund\n Services from 2008-2019. Prior to joining Atlantic, Ms. Edgar worked with a public accounting firm, Forum Financial Group and Citigroup\n Global Transaction Services. Ms. Edgar earned her Accounting degree from the University of Southern Maine and earned her Certified\n Public Accountant designation in 1986. During 2011, she completed the Investment Adviser Certified Compliance Professional Training\n Program.

\n\n

Such director or officer is an affiliated person of the Adviser.

\n\n

Such director or officer is a director or officer of one or more\nother companies for which the Adviser acts as investment adviser or co-investment adviser.

The Board of each Fund has concluded that, based on\neach Director’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other\nDirectors, each Director should serve as a Director of such Board. Among the attributes common to all Directors are their ability to review\ncritically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers,\ncounsel and the independent registered public accountants, and to exercise effective business judgment in the performance of their duties\nas Directors. A Director’s ability to perform his or her duties effectively may have been attained through the Director’s\neducational background or professional training; business, consulting, public service or academic positions; experience from service as\na Board member of the Funds and the other funds in the Popular Family of Funds (and any predecessor funds), other investment funds, public\ncompanies, or non-profit entities or other organizations; and/or other life experiences. Based on the brief discussion of the specific\nexperience, qualifications, attributes or skills of each Director set forth above, the Boards have concluded that he or she should serve\n(or continue to serve) as a Director.

Share Ownership

Information relating to each Director’s share\nownership in each Fund and in all registered investment companies advised or co-advised by the Adviser that are currently overseen by\nthe respective Director (“Supervised Funds”) as of December 31, 2025 is set forth in the chart below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Dollar Range \nof Equity \nSecurities in \nTotal Return \nFund	Dollar Range \nof Equity \nSecurities in \nHigh Grade \nFund	Aggregate Dollar \nRange of Equity Securities \nin Supervised Funds
Independent Directors:
Miguel Venta	None	None	None
Carlos Pérez	$1 – $50,000	None	Over $1,000,000
Jorge Vallejo	$50,001 – $100,000	None	Over $500,000

As of December 31, 2025, none of the Independent Directors of the Funds\nor their immediate family members owned beneficially or of record any securities of each Fund’s Adviser, principal underwriter,\nor any person directly or indirectly controlling, controlled by, or under common control with such entities.

Management Ownership

As of September 30, 2026, the Directors and officers\nof the Funds, both individually and as a group, owned less than 1% of any class of shares of the Total Return or High Grade Funds.

Compensation of Directors

No officer, director or employee of the Adviser or\nof any affiliate thereof receives any compensation from a Fund for serving as an officer or director of the Fund. Each Fund will pay each\ndirector who is not an officer, director or employee of the Adviser or an affiliate thereof a fee of $1,000 per meeting attended, together\nwith such director’s actual travel and out-of-pocket expenses relating to attendance at meetings.

The following table sets forth the aggregate compensation\npaid by the Total Return Fund to its non-affiliated directors for the fiscal year ended March 31, 2026 and the total compensation paid\nto such persons by all investment companies advised by the Adviser for the calendar year ended December 31, 2025. No Fund accrues any\nretirement benefits for its directors as part of its expenses.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of Non-Affiliated Director	Aggregate Compensation \n from Total Return Fund	Total Compensation from all \n Funds Advised or Co-Advised by \n Adviser
Miguel Venta	$1,000	$0
Carlos Pérez	$5,000	$20,000
Jorge Vallejo	$5,200	$20,800

The following table sets forth the aggregate compensation\npaid by the High Grade Fund to its non-affiliated directors for the fiscal year ended June 30, 2026 and the total compensation paid to\nsuch persons by all investment companies advised by the Adviser for the calendar year ended December 31, 2025. No Fund accrues any retirement\nbenefits for its directors as part of its expenses.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of Non-Affiliated Director	Aggregate Compensation \n from High Grade Fund	Total Compensation from all \n Funds Advised or Co-Advised by \n Adviser
Miguel Venta	$2,000	$0
Carlos Pérez	$9,000	$20,000
Jorge Vallejo	$9,360.	$20,800

Indemnification of Directors

Each Fund has obtained directors’ and officers’\nliability insurance for its directors and officers. Each Fund’s certificate of incorporation contains a provision that exempts directors\nfrom personal liability for monetary damages to the Fund or its shareholders for violations of the duty of care, to the fullest extent\npermitted by the Puerto Rico General Corporation Law. Each Fund has also agreed to indemnify its directors and officers for certain liabilities\nto the fullest extent permitted by Puerto Rico law. Pursuant to Section 17(h) of the 1940 Act, such indemnification of the Directors would\nnot protect a Director from liability to the Funds or their shareholders from liability that the Director would otherwise be subject to\nby reason of such Director’s own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties as\na Director.

Control Persons and Principal Holders of Securities

Generally, a shareholder who beneficially owns more\nthan 25% of the outstanding shares of a Fund is presumed to “control” the Fund, as such term is defined in the 1940 Act, and\nmay have significant impact on matters submitted to a shareholder vote. A shareholder who beneficially owns more than 50% of a Fund’s\noutstanding shares may be able to approve proposals, or prevent approval of proposals, without regard to votes by other Fund shareholders.

The following tables contain information about\npersons who own beneficially 25% or more of a Fund’s outstanding shares (control persons) as of October 5, 2026. As of the date\nof this SAI there are no Class I Institutional Shares outstanding.

Total Return Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n

Name & Address

Percent of Ownership

Type of Ownership

National Financial Services LLC

499 Washington Blvd., Fl 5

Jersey City, NJ 07310

Class A 67.48%

Dealer

Pershing LLC

1 Pershing Plz., Fl 10^th

Jersey City, NJ 07399

Class C 97.94%

Dealer

\n \n \n \n \n \n \n \n \n \n \n \n \n

High Grade Fund

Name & Address

Percent\n of Ownership

Type\n of Ownership

National Financial Services LLC

499 Washington Blvd., Fl 5

Jersey City, NJ 07310

Class A 53.29%

Dealer

Pershing LLC

1 Pershing Plz., Fl 10^th

Jersey City, NJ 07399

Class A 26.76%

Dealer

To the knowledge of each Fund, the following entities\nowned of record or beneficially 5% or more of a class of the Fund’s shares as of October 5, 2026 (principal holders):

Total Return Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Share Class	Owner & Address	% of Share Class Held
Class A	National Financial Services LLC \n 499 Washington Blvd., Fl 5 \n Jersey City, NJ 07310	67.48%
Class A	Pershing LLC \n 1 Pershing Plz., Fl 10^th \n Jersey City, NJ 07399	19.79%
Class A	Merrill Lynch Pierce Fenner & Smith \n 4800 Deer Lake Dr. E. \n Jacksonville, FL 32246	11.52%
Class C	Pershing LLC \n 1 Pershing Plz., Fl 10^th \n Jersey City, NJ 07399	97.94%

High Grade Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Share Class	Owner & Address	% of Share Class Held
Class A	National Financial Services LLC \n 499 Washington Blvd., Fl 5 \n Jersey City, NJ 07310	53.29%
Class A	Pershing LLC \n 1 Pershing Plz., Fl 10^th \n Jersey City, NJ 07399	26.76%
Class A	Merrill Lynch Pierce Fenner & Smith \n 4800 Deer Lake Dr. E. \n Jacksonville, FL 32246	12.19%
Class A	UBS Financial Services \n 200 Park Ave., FL 11^th \n New York, NY 10166	7.00%

Management, Advisory and Other Service Arrangements

Investment Advisory Agreement

Popular Asset Management LLC, a wholly-owned subsidiary\nof Popular, Inc., acts as the investment adviser of the Funds pursuant to an investment advisory agreement with each Fund (each, an “Advisory\nAgreement”). Subject to the direction of the Board, the Adviser is responsible for all investment decisions regarding each Fund’s\nassets. The Adviser currently acts as investment adviser to other registered investment companies, and other accounts managed, including\nseparately managed accounts, and as of September 30, 2026, managed approximately $4.12 billion in regulatory assets. The principal executive\noffices of the Adviser are located at the Popular Center North Building, Second Level (Fine Arts), 209 Muñoz Rivera Avenue, San\nJuan, Puerto Rico 00918, and its main telephone number is (888) 855-1034.

Unless earlier terminated as described below, the\ninvestment advisory agreement between each Fund and the Adviser will continue in effect for a period of two years from the date of execution\nand will remain in effect from year to year thereafter if approved annually (1) by the Board of a Fund or by a majority of the outstanding\nvoting securities of such Fund and (2) by a majority of the directors who are not parties to such contract or affiliated with any such\nparty. Such contract is not assignable and may be terminated without penalty on 60 days’ written notice at the option of either\nparty thereto or by the vote of the shareholders of the Fund.

The High Grade Fund compensates the Adviser at the\nannual rate of 0.50% of the value of the Fund’s average daily total assets, which includes leverage. The Total Return Fund compensates\nthe Adviser at the annual rate of 0.50% of the value of the Fund’s average daily net assets. “Average daily net assets”\nmeans the average daily value of the total assets of the Fund, minus the sum of accrued liabilities of the Fund.

The following tables show the investment advisory\nfees paid to the Adviser and the amounts waived and/or reimbursed by the Adviser with respect to each Fund for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Total Return\n Fund
Fees Paid to the Adviser\n for the \n Fiscal Year Ended March 31,	Fees Waived by the\n Adviser for the \n Fiscal Year Ended March 31,	Fees Reimbursed by\n the Adviser for the \n Fiscal Year Ended March 31,
2024	2025	2026	2024	2025	2026	2024	2025	2026
$362,366	$357,619	$348,250	$0	$0	$0	$0	$0	$0

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

High Grade\n Fund
Fees Paid to the Adviser\n for the \n Fiscal Year Ended June 30,	Fees Waived by the Adviser for the \n Fiscal Year Ended June 30,	Fees Reimbursed by\n the Adviser for the \n Fiscal Year Ended June 30
2024	2025	2026	2024	2025	2026	2024	2025	2026
$360,087	$318,866	$246,492	$36,009	$31,887	$24,649	$0	$0	$0

Information Regarding the Portfolio Managers

The following tables set forth information about\nthe funds and accounts other than the Total Return Fund for which the individuals named as portfolio managers in the Fund’s Prospectus\n(the “Portfolio Managers”) are primarily responsible for the day-to-day portfolio management as of September 30, 2026.

Angel Rivera Garcia, CFA

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Types of Accounts	Number of Other Accounts\n Managed and \n Total Assets in Accounts Managed	Number of Other Accounts\n and \n Assets for Which Management Fee is \n Performance-Based
Registered Investment	2	0
Companies	$1,538,982,730	$0
Other Pooled Investment	0	0
Vehicles	$0	$0
Other Accounts	14	0
	$386,532,749	$0

Antonio Rondán, CFA

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Types of Accounts	Number of Other Accounts\n Managed and \n Total Assets in Accounts Managed	Number of Other Accounts\n and \n Assets for Which Management Fee is \n Performance-Based
Registered Investment	0	0
Companies	$0	$0
Other Pooled Investment	0	0
Vehicles	$0	$0
Other Accounts	9	0
	$42,825,386	$0

Cristina Cañellas, CFA

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Types of Accounts	Number of Other Accounts\n Managed and \n Total Assets in Accounts Managed	Number of Other Accounts\n and \n Assets for Which Management Fee is \n Performance-Based
Registered Investment	2	0
Companies	$1,538,982,730	$0
Other Pooled Investment	0	0
Vehicles	$0	$0
Other Accounts	4	0
	$225,088,247	$0

Hamada Smaili, CFA

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Types of Accounts	Number of Other Accounts\n Managed and \n Total Assets in Accounts Managed	Number of Other Accounts\n and \n Assets for Which Management Fee is \n Performance-Based
Registered Investment	2	0
Companies	$1,538,982,730	$0
Other Pooled Investment	0	0
Vehicles	$0	$0
Other Accounts	6	0
	$259,146,532	$0

The following tables set forth information about\nthe funds and accounts other than the High Grade Fund for which the Portfolio Managers are primarily responsible for the day-to-day portfolio\nmanagement as of September 30, 2026.

Angel Rivera Garcia, CFA

\n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Types of Accounts	Number of Other Accounts\n Managed and \n Total Assets in Accounts Managed	Number of Other Accounts\n and \n Assets for Which Management Fee is \n Performance-Based
Registered Investment	2	0
Companies	$1,577,132,883	$0
Other Pooled Investment	0	0
Vehicles	$0	$0
Other Accounts	14	0
	$386,532,749	$0

Cristina Cañellas, CFA

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Types of Accounts	Number of Other Accounts\n Managed and \n Total Assets in Accounts Managed	Number of Other Accounts and \n Assets for Which Management Fee is \n Performance-Based
Registered Investment	2	0
Companies	$1,577,132,883	$0
Other Pooled Investment	0	0
Vehicles	$0	$0
Other Accounts	4	0
	$225,088,247	$0

Hamada Smaili, CFA

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Types of Accounts	Number of Other Accounts\n Managed and \n Total Assets in Accounts Managed	Number of Other Accounts\n and \n Assets for Which Management Fee is \n Performance-Based
Registered Investment	2	0
Companies	$1,577,132,883	$0
Other Pooled Investment	0	0
Vehicles	$0	$0
Other Accounts	6	0
	$259,149,532	$0

Portfolio Manager Compensation Overview

The discussion below describes the Portfolio Managers’\ncompensation as of September 30, 2026 with respect to each Fund.

Portfolio Managers are compensated with a competitive\nbase salary, benefits and an incentive bonus based on performance. The incentive pay is based on objective relative performance, specific\nportfolio results are compared to specific benchmark parameters. Benchmarks are selected depending on mandated requirements and asset\nclass.

Portfolio Manager Beneficial Holdings

The following tables set forth the dollar range\nof securities beneficially owned by each portfolio manager in the applicable Fund as of September 30, 2026:

Total Return Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Portfolio Manager	Dollar\n Range of Equity Securities Beneficially \n Owned in the Total Return Fund
Angel Rivera Garcia, CFA	None
Antonio Rondán, CFA	None
Cristina Cañellas, CFA	None
Hamada Smaili, CFA	None

High Grade Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n

Portfolio Manager	Dollar\n Range of Equity Securities Beneficially \n Owned in the High Grade Fund
Angel Rivera Garcia, CFA	None
Cristina Cañellas, CFA	None
Hamada Smaili, CFA	None

Portfolio Manager Potential Material Conflicts\nof Interest

The Portfolio Managers’ management of the Fund\nand other accounts could result in conflicts of interest if the Funds and other accounts have different objectives, benchmarks and fees.\nIn addition, the Portfolio Managers allocate their time and investment expertise across multiple accounts, including the Funds. The Adviser\nmanages such competing interests for the time and attention of portfolio managers by having a portfolio manager focus on a particular\ninvestment discipline.

If a Portfolio Manager identifies a limited investment\nopportunity that may be suitable for more than one account or portfolio, a Fund may not be able to take full advantage of that opportunity\ndue to an allocation of filled purchase or sale orders across all eligible portfolios and accounts. To deal with these situations, the\nAdviser employs allocation methods intended to provide fair and equitable treatment to all accounts over time. The Adviser may execute\norders for the same security for both the Fund and other accounts. With respect to such orders, the Adviser determines which broker to\nuse to execute each order, consistent with its duty to seek best execution for the transaction. The Adviser may aggregate trades of several\naccounts to obtain more favorable execution and lower brokerage commissions.

Certain investments may be appropriate for a Fund\nand also for other clients advised by the Adviser and its affiliates, including other client accounts managed by the Portfolio Managers.\nInvestment decisions for the Funds and other clients are made with a view to achieving their respective investment objectives and after\nconsideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally.\nFrequently, a particular security may be bought or sold for only one client or in different amounts and at different times for more than\none but less than all clients. Likewise, because clients of the Adviser and its affiliates may have differing investment strategies, a\nparticular security may be bought for one or more clients when one or more other clients are selling the security. In such event, such\ntransactions will be allocated among the clients of the Adviser in a manner believed by the Adviser to be equitable to each client. The\ninvestment results for a Fund may differ from the results achieved by other clients of the Adviser and its affiliates and results among\nclients may differ. In some cases, the allocation procedure could have an adverse effect on the price or amount of the securities purchased\nor sold by a Fund. Purchase and sale orders for a Fund may be combined with those of other clients of the Adviser and its affiliates in\nthe interest of achieving the most favorable net results to the Fund. The Adviser will not determine allocations based on whether it receives\na performance-based fee from a particular client.

In some cases, a conflict may also arise where a Portfolio\nManager owns an interest in one fund or account he or she manages and not another.

Administration Agreement

Atlantic Fund Administration, LLC d/b/a Apex Fund\nServices, and its subsidiaries (collectively, “Apex”), provide administration, compliance, fund accounting and transfer agency\nservices to each Fund. Apex is a wholly owned subsidiary of Apex US Holdings LLC.

Pursuant to Services Agreements with Apex dated\nSeptember 21, 2026 (the “Services Agreement”), each Fund pays Apex a bundled fee for administration, compliance, fund accounting\nand transfer agency services. Each Fund also pays Apex certain surcharges and shareholder account fees. The fee is accrued daily by the\nFund and is paid monthly based on the average net assets, transactions and positions for the prior month.

The Services Agreement continues in effect until\nterminated, so long as its continuance is specifically approved or ratified with such frequency and in such manner required by applicable\nlaw. After an initial three-year term, the Services Agreement is terminable with or without cause and without penalty by the Fund or\nApex on 90 days’ written notice to the other party. The Services Agreement is also terminable for cause by the non-breaching party,\nwhich termination shall become effective immediately if not cured within 30 calendar days after the non-breaching party gives the other\nparty written notice of such breach. Under the Services Agreement, Apex is not liable to the Fund or the Fund’s shareholders for\nany act or omission, except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless\ndisregard of its obligations and duties under the Services Agreement. Also, Apex is not liable for the errors and omissions of others,\nincluding the entities that supply security prices to Apex and the Fund.

As Administrator, Apex administers the Fund’s\noperations except those that are the responsibility of any other service provider hired by the Fund, all in the manner and to the extent\nas may be authorized by the Board. The Administrator’s responsibilities include, but are not limited to: (i) preparing for filing\nand filing certain regulatory filings (i.e., registration statements and shareholder reports) subject to Fund counsel and/or independent\nauditor oversight; (ii) overseeing the preparation and filing of the Fund’s financial statements and related reports to the Fund’s\nshareholders, the SEC and state and other securities administrators; (iii) assisting the Adviser in monitoring Fund holdings for compliance\nwith prospectus investment restrictions and assisting in preparation of periodic compliance reports; and (iv) with the cooperation of\nthe Adviser, the officers of the Trust and other relevant parties, preparing and disseminating materials for meetings of the Board.

Subject to Board approval, Apex provides a Chief\nCompliance Officer and an Anti-Money Laundering Compliance Officer to the Fund, as well as certain additional compliance support functions.

As Fund accountant, Apex provides fund accounting\nservices to the Fund. These services include calculating the NAV of the Fund.

Prior to September 21, 2026, ALPS Fund Services,\nInc. served as administrator of each Fund pursuant to an Administration Agreement.

The following tables show the fees paid by each\nFund to ALPS Fund Services, Inc. (the “Prior Administrator”) under each Fund’s Administration Agreement and the amounts\nwaived and/or reimbursed by the Prior Administrator, with respect to each Fund for the periods indicated:

Total Return Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*Total Return Fund*
Fees Paid to the Prior Administrator for the Fiscal \n Year Ended March 31,	Fees Waived by the Prior Administrator for the \n Fiscal Year Ended March 31,	Fees Reimbursed by the Prior Administrator for \n the Fiscal Year Ended March 31,
2024	2025	2026	2024	2025	2026	2024	2025	2026
$97,146	$109,424	$103,324	$0	$0	$0	$0	$0	$0

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*High-Grade Fund*
Fees Paid to the Prior Administrator for the Fiscal \n Year Ended June 30,	Fees Waived by the Prior Administrator for the \n Fiscal Year Ended June 30,	Fees Reimbursed by the Prior Administrator for \n the Fiscal Year Ended June 30,
2024	2025	2026	2024	2025	2026	2024	2025	2026
$123,973	$87,963	$104,636	$0	$0	$0	$0	$0	$0

Auditing Services

Ernst & Young LLP, with offices located at\nParque las Americas 1, 235 Calle Federico Costa, Suite 410, San Juan, Puerto Rico, was the Funds’ independent registered public\naccountants. Ernst & Young LLP is referred to below as the \"auditor\" for the applicable periods in which it served as the\nFunds' independent registered public accountant.

The tables below show the amounts paid by each Fund\nto the Fund’s auditor for auditing services for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Fees Paid to the Auditor\n For the Fiscal Year Ended March 31,
	2026	2025	2024
Total Return Fund	$55,966	$52,581	$51,550

\n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Fees Paid to the Auditor\n For the Fiscal Year Ended June 30,
	2026	2025	2024
High Grade Fixed-Income Fund	$65,172	$56,610	$55,500

Custodian

The Funds’ securities and cash will be held\nunder a Global Custody Agreement with JP Morgan Chase Bank, N.A., (when acting in such capacity, the “Custodian”). The Custodian\nis authorized under the Custodian Agreement to appoint sub-custodians or other agents and to delegate to such sub-custodians or other\nagents any of its obligations under the Custodian Agreement. The Custodian will not receive a separate fee or additional compensation\nfor acting as custodian of the Funds, but will be reimbursed for the out-of-pocket expenses it incurs in providing custodial services\nto the Funds.

Transfer Agent and Dividend Disbursing Agent

Atlantic Shareholder Services, LLC, 190 Middle\nStreet, Suite 101, Portland, Maine 04101 (the “Transfer Agent”), a wholly owned subsidiary of Apex US Holdings LLC (d/b/a\nApex Fund Services), serves as transfer agent and distribution paying agent for the Fund. The Transfer Agent is registered as a transfer\nagent with the SEC. Pursuant to the terms the Services Agreement, the Transfer Agent, is responsible for maintaining a register of the\nshares of the Fund for shareholders of record, the opening and maintenance of shareholder accounts and the processing of dividend and\ndistribution payments from the Fund. Share certificates are not issued, unless specifically requested by shareholders. The Transfer Agent\nwill maintain a share account for each master account and any other shareholder of record. Confirmations of each purchase or redemption\nand of reinvested dividend payments are sent to master account holders and any other shareholders of record each month. The Transfer\nAgent will be reimbursed for the out-of-pocket expenses it incurs in providing transfer agency services to the Fund.

Distributor

The Distributor acts as distributor of the Shares under a distribution\nagreement with each Fund (“Distribution Agreement”) which requires the Distributor to use its best efforts, consistent with\nits other business, in selling Shares. Shares are continuously offered.

Each Fund has agreed to pay a distribution fee to the Distributor pursuant\nto a Common Stock Distribution Plan adopted by each Fund.

Under its Distribution Plan, Total Return Fund pays\nthe Distributor a distribution fee accrued daily and paid monthly at the annual rate of 0.25% for the Class A Shares and 1.00% for the\nClass C Shares, of the average daily net assets of each of such classes, in order to compensate the Distributor (and selected broker-dealers\nor financial institutions that enter into dealer or agency agreements with the Distributor) for distributing or providing other related\nservices in connection with the Shares.

Under its Distribution Plan, High Grade Fund pays\nthe Distributor a distribution fee accrued daily and paid monthly at the annual rate of 0.25% of the average daily net assets of the Class\nA Shares, in order to compensate the Distributor (and selected broker-dealers or financial institutions that enter into dealer or agency\nagreements with the Distributor) for distributing or providing other related services in connection with the Shares.

Under its Distribution Plan, a Distributor may spend such amounts and incur\nsuch expenses as it deems appropriate or necessary on any activities or expenses primarily intended to result in or relate to the sale\nof Fund Shares (distribution activities) or for the servicing and maintenance of shareholder accounts of each Fund (service activities).

Distribution and service activities, respectively,\ninclude but are not limited to: (i) any sales, marketing and other activities primarily intended to result in the sale of Fund Shares\nand (ii) providing services to holders of Fund Shares related to their investment in the Fund, including without limitation providing\nassistance in connection with responding to a Fund’s shareholder inquiries regarding the Fund’s investment objective, policies\nand other operational features, and inquiries regarding shareholder accounts. Expenses for such activities include compensation to employees,\nand expenses, including overhead and telephone and other communication expenses, of a Payee who engages in or support the distribution\nof Fund Shares, or who provide shareholder servicing such as responding to a Fund’s shareholder inquiries regarding the Fund’s\noperations; the incremental costs of printing (excluding typesetting) and distributing prospectuses, statements of additional information,\nannual reports and other periodic reports for use in connection with the offering or sale of Fund Shares to any prospective investors;\nand the costs of preparing, printing and distributing sales literature and advertising materials used by the Distributor, the Adviser,\nor others in connection with the offering of Fund Shares for sale to the public.

The Distributor is a wholly owned subsidiary of Popular, Inc., the parent\ncompany of the Adviser. See “Potential Conflicts of Interest” in each Fund’s Prospectus.

Set forth below is information on sales charges (including\nany contingent deferred sales charges (“CDSCs”)) received by each Fund, including the amounts paid to affiliates of the Adviser\n(“Affiliates”) for the periods stated.

Total Return Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Class A Shares
For the Fiscal Year Ended March 31,	Gross Sales \n Charges Collected	Sales Charges \n Retained by the \n Distributor	Sales Charges \n Paid to Affiliates	CDSCs Received on \n Redemption of \n Load Waived Shares
2024	$4,329	$4,329	$0	$0
2025	$10,246	$10,246	$0	$0
2026	$21,224	$21,224	$0	$0

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Class C Shares
For the Fiscal Year Ended March 31,	CDSCs Received by \n the Distributor	CDSCs Paid to \n Affiliates
2024	$0	$0
2025	$0	$0
2026	$0	$0

High Grade Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Class A Shares
For the Fiscal Year Ended June 30,	Gross Sales \n Charges Collected	Sales Charges \n Retained by the \n Distributor	Sales Charges \n Paid to Affiliates	CDSCs Received on \n Redemption of \n Load Waived Shares
2024	$6	$6	$0	$0
2025	$2	$2	$0	$0
2026	$0	$0	$0	$0

The table below provides information about the 12b-1\nfees paid to the Distributor by the Total Return Fund under such Fund’s 12b-1 plan for the fiscal year ended March 31, 2026. A portion\nof the fees collected by the Distributor were paid to affiliates for providing shareholder servicing activities for Class A Shares and\nfor providing shareholder servicing and distribution-related activities and services for Class C Shares.

\n \n \n \n \n \n \n \n \n \n

Class Name	Paid to the Distributor by the Total\n Return Fund
Class A Shares	$169,552
Class C Shares	$14,218

The table below provides information about the\n12b-1 fees paid to the Distributor by the High Grade Fund under the Fund’s 12b-1 plan for the fiscal year ended June 30, 2026.\nA portion of the fees collected by the Distributor were paid to affiliates for providing shareholder servicing activities for Class A\nShares and for providing shareholder servicing and distribution-related activities and services for Class C Shares.

\n \n \n \n \n \n \n \n \n \n

Class Name	Paid to the Distributor by the High\n Grade Fund
Class A Shares	$82,325
Class C Shares	$0

The following table sets forth commissions and other\ncompensation received by each principal underwriter, who is an affiliated person of the Fund or an affiliated person of that affiliated\nperson, directly or indirectly, from the Fund during the Fund’s most recent fiscal year:

Total Return Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of the Principal Underwriter	Net Underwriting \n Discounts and \n Commissions	Compensation on \n Redemptions and \n Repurchases	Brokerage \n Commissions	Other \n Compensation ³
Popular Securities LLC	$0	$0	$2,125	$0
209 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918

High Grade Fund

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of the Principal Underwriter	Net Underwriting \n Discounts and \n Commissions	Compensation on \n Redemptions and \n Repurchases	Brokerage \n Commissions	Other \n Compensation ³
Popular Securities LLC	$0	$0	$0	$0
209 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918

\n\n

Other compensation was paid for distribution and client services.

Pricing of Shares

The offering price for each Fund’s other share classes is equal to\nthe share class’s net asset value computed as set forth above for Class A and Class C Shares, respectively. Though not subject to\na sales charge, certain share classes may be subject to a CDSC on redemption.

For more information about the valuation of the Funds’ Shares, see\n“Valuation of Shares” in each Fund’s Prospectus.

Portfolio Transactions and Brokerage

Total Return Fund

Although the Fund seeks to invest for the long term,\nthe Adviser retains the right to sell securities regardless of how long they have been held. Under certain conditions, such as short-term\ntransactions for liquidity needs, securities having reached a specific price or return, changes in interest rates or the credit standing\nof an issuer, or by reason of economic or other developments not foreseen at the time of the initial investment decision, the Fund may\nexperience a higher portfolio turnover due to its investment strategies. In addition, higher portfolio turnover rates may result in corresponding\nincrease in brokerage commissions for the Fund. While the Fund does not intend to engage in short-term trading, it will not consider portfolio\nturnover rate a limiting factor in investing according to its objectives and policies. A turnover rate of 100% would occur, for example,\nif securities valued at 100% of its total net assets are sold and replaced within one year.

The Adviser arranges for the purchase and sale of\nthe Fund’s securities and selects broker-dealers (including Popular Securities, Inc. (“Popular Securities”), a broker-dealer\naffiliated with the Adviser), which in its best judgment provide prompt and reliable execution at favorable prices and reasonable commission\nrates. The Adviser may select brokers and dealers that provide it with research services and may cause the Fund to pay such brokers and\ndealers commissions which exceed those other brokers and dealers may have charged, if it views the commissions as reasonable in relation\nto the value of the brokerage and/or research services. In selecting a broker, including affiliated broker-dealers such as Popular Securities,\nfor a transaction, the primary consideration is prompt and effective execution of orders at the most favorable prices. Subject to that\nprimary consideration and subject to procedures adopted by the Board, dealers may be selected for research, statistical or other services\nto enable the Adviser to supplement its own research and analysis. The Fund may also deal with Popular Securities in any transaction in\nwhich it acts as principal. Securities transactions involving Popular Securities or another broker-dealer affiliated with the Adviser,\nwhether on an agency or principal basis, will be subject to procedures adopted by the Board, which procedures include the review of such\ntransactions by the Board, including the independent directors thereof.

High Grade Fund

Subject to policies established by the Board of Directors\nof the Fund, the Adviser is primarily responsible for the execution of the Fund’s portfolio transactions. In executing such transactions,\nthe Adviser seeks to obtain the best results for the Fund, taking into account such factors as price (including the applicable brokerage\ncommission or dealer spread), size of order, difficulty of execution and operational facilities of the firm involved and the firm’s\nrisk in positioning a block of securities. While the Adviser generally seeks reasonably competitive commission rates, the Fund does not\nnecessarily pay the lowest commission or spread available.

The Fund has no obligation to deal with any broker\nor dealer in the execution of transactions in portfolio securities. The Adviser intends to execute portfolio transactions in (i) Puerto\nRico fixed-income obligations, including mortgage-backed obligations, through brokers, dealers or banks in or outside Puerto Rico, and\n(ii) U.S. Government fixed-income obligations, municipal obligations and short-term investments through brokers or dealers either in\nor outside Puerto Rico, in either case including Popular Securities, Banco Popular or any of their respective affiliates as discussed\nbelow. Subject to obtaining the best price and execution, securities firms which provide supplemental investment research to the adviser,\nincluding Popular Securities, may receive orders for transactions by the Fund. Information so received will be in addition to and not\nin lieu of the services required to be performed by the Adviser under the investment advisory agreement, and the expenses of the investment\nadviser will not necessarily be reduced as a result of the receipt of such supplemental information.

The securities in which the Fund primarily will invest\nare traded in the over-the-counter markets, and the Fund intends to deal directly with the dealers, including Popular Securities or one\nof its affiliates as discussed below, who make markets in the securities involved, except in those circumstances where better prices and\nexecution are available elsewhere.

The Fund also may purchase tax-exempt securities in\nindividually negotiated transactions with issuers. Because an active trading market may not exist for such securities, the prices that\nthe Fund may pay for these securities or receive on their resale may be lower than those for similar securities with a more liquid market.

100%. The portfolio turnover rate is calculated by\ndividing the lesser of purchases or sales of portfolio securities for the particular fiscal year by the daily average of the value of\nthe portfolio securities owned by the Fund during the particular fiscal year. For purposes of determining this rate, all securities whose\nmaturities at the time of acquisition are one year or less are excluded. Early redemptions or prepayments on securities held by the Fund\nare also excluded from the calculation of the portfolio turnover rate.

Brokerage Commissions

Information about the brokerage commissions paid by\neach Fund to Popular Securities, an affiliate of the Adviser, for the last three fiscal years is set forth in the following tables:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Aggregate Brokerage \nCommissions Paid for the \nFiscal Year Ended March 31,	Commissions Paid to Affiliates \nfor the Fiscal Year Ended \nMarch 31,
	2024	2025	2026	2024	2025	2026
Total Return Fund	$2,229	$2,694	$2,125	$0	$0	$0

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Aggregate Brokerage \n Commissions Paid for the \n Fiscal Year Ended June 30,	Commissions Paid to\n Affiliates \n for the Fiscal Year Ended \n June 30,
	2024	2025	2026	2024	2025	2026
High Grade Fund	$0	$0	$0	$0	$0	$0

With respect to each Fund, during the most recent\nfiscal year, Popular Securities received 0% of the aggregate brokerage commissions paid by the Fund.

The following table shows the dollar amount of brokerage\ncommissions paid by each Fund to brokers for providing Section 28(e) research/brokerage services under Section 28(e) of the Securities\nExchange Act of 1934, as amended, and the approximate dollar amount of the transactions involved for the stated periods. The provision\nof Section 28(e) research/brokerage services was not necessarily a factor in the placement of all brokerage business with such brokers.

\n \n \n \n \n \n \n \n \n \n \n \n \n

Fund	Amount of \nCommissions Paid to \nBrokers For Providing \n28(e) Eligible Services	Amount of Brokerage \nTransactions Involved
Total Return Fund⁴	$0	$0
High Grade Fund⁵	$0	$0

\n\n

⁴

Amounts provided for the fiscal year ended March 31, 2026.

\n\n

⁵

Amounts\n provided for the fiscal year ended June 30, 2026.

As of March 31, 2026, Total Return Fund held no securities of its regular\nbrokers or dealers (as defined in Rule 10b-1 under the Investment Company Act) whose securities were purchased during the fiscal year\nended March 31, 2026.

As of June 30, 2026, High Grade Fund held no securities of its regular\nbrokers or dealers (as defined in Rule 10b-1 under the Investment Company Act) whose securities were purchased during the fiscal year\nended June 30, 2026.

Portfolio Turnover

Portfolio turnover may vary from year to year, as well as within a year.\nHigh turnover rates may result in comparatively greater brokerage expenses.

Capital Stock

Each fund offers the following shares:

\n \n \n \n \n \n \n

Popular Total Return Fund, Inc.	Class A, Class C, Class I Institutional
Popular High Grade Fixed-Income Fund, Inc.	Class A, Class I Institutional

A discussion of the provisions and characteristics of each Class, including\nthe conversion rights of each class, are available in the Prospectus of each Fund.

Taxation

The following discussion summarizes the material Puerto\nRico and United States (“U.S.”) federal tax considerations that may be relevant to prospective investors in the Fund. This\nsection is not to be construed as a substitute for careful tax planning. Prospective investors are urged to consult their own tax advisers\nwith specific reference to their own tax situations, including the application and effect of other tax laws and any possible changes in\nthe tax law after the date of this prospectus.

The discussion in connection with the Puerto Rico\ntax considerations is based on the current provisions of the PR Code and the regulations promulgated or applicable thereunder (the “Puerto\nRico Code Regulations”); Administrative Determination Number 19-04, issued by the Puerto Rico Secretary of the Treasury (the “Secretary”)\non September 5, 2019 (“AD19-04”); the Municipal Code and Act 93-2013. The tax discussion assumes that (i) the Fund will meet\nthe requirements of PR Code Section 1112.01 and the 1940 Act, (ii) all individual investors are US citizens, and (ii) no investor will\nbe subject to special rules of taxation, such as partnerships or entities that are treated as conduit entities for Puerto Rico income\ntax purposes, “special partnerships,” “subchapter E corporations” (corporations of individuals), life insurance\ncompanies, registered investment companies, tax exempt organizations, estates and trusts.

The Puerto Rico income tax treatment of the Fund and\nthe Qualifying Investors (as defined below) is based on the relevant provisions of the PR Code as construed by the Secretary in AD19-04.\nPursuant to the PR Code, the Puerto Rico income tax treatment of the Fund and the Qualifying Investors discussed herein is applicable\nto investment companies registered under Act 93-2013 or its predecessor, Act Number 6 of October 19,1954, as amended (“Act 6-1954”\nand together with Act 93-2013, collectively, the “PR Investment Companies Acts”) and its Qualifying Investors. However, as\na result of the amendment of the 1940 Act by the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018, Puerto Rico investment\ncompanies, such as the Fund, have to register with the Securities and Exchange Commission (the “SEC”) under the 1940 Act and\nare not allowed to register under the PR Investment Companies Acts. Thus, in AD19-04, the Secretary ruled that the Puerto Rico income\ntax treatment of investment companies pursuant to the PR Code continues to be applicable to investment companies organized in Puerto Rico\nwith their principal office in Puerto Rico, such as the Fund, to the same extent as if they were registered under any of the PR Investment\nCompanies Acts, provided that the investment companies are registered with the SEC under the 1940 Act.

and the administrative pronouncements of the U.S.\nInternal Revenue Service (the “IRS”), all of which are subject to change, which change(s) may be retroactive.

This discussion assumes that the shareholders\nof the Fund will be (i) individuals who are bona fide residents of Puerto Rico for the entire taxable year, within the meaning of Sections\n933 and 937 of the U.S. Code (“Qualifying Individuals”), (ii) U.S. citizens nonresident of Puerto Rico (“Nonresident\nU.S. Citizens”), (iii) corporations or entities organized under the laws of Puerto Rico treated as corporations under the PR Code\nand the U.S. Code, provided that the distributions from the Fund are not effectively connected with their U.S. trade or business, if\nany (“Qualifying Corporations”), (iv) corporations organized outside of Puerto Rico, or entities organized outside of Puerto\nRico treated as corporations under the PR Code and the U.S. Code, that are either not engaged in trade or business in Puerto Rico (“Foreign\nCorporations”) or that are engaged in trade or business in Puerto Rico (“Resident Foreign Corporations”), or (v) trusts\n(other than business trusts) organized under the laws of Puerto Rico, the trustees of which are Qualifying Individuals or Qualifying\nCorporations and all the beneficiaries of which are Qualifying Individuals (“Qualifying Trusts”), including employee retirement\nplan trusts described in Section 1081.01(a) of the PR Code and Puerto Rican IRA Accounts described in Section 1081.01(d) of the PR Code\n(“Qualifying Retirement Trusts” and together with Qualifying Individuals, Qualifying Corporations, and Qualifying Trusts,\ncollectively referred to as “Qualifying Investors”). This summary does not attempt to discuss all tax consequences to Qualifying\nInvestors, Nonresident U.S. Citizens, Foreign Corporations or Resident Foreign Corporations that may be subject to special tax treatment\nunder the PR Code or the Municipal Code (such as partnerships, special partnerships, corporations of individuals or other pass-through\nentities, and tax-exempt organizations) or under the U.S. Code (such as “controlled foreign corporations” or “personal\nholding companies”).

The statements that follow are based on the existing\nprovisions of such statutes, regulations and administrative pronouncements, all of which are subject to change (even with retroactive\neffect). A prospective investor should be aware that the conclusions set forth herein in connection with Puerto Rico and U.S. tax treatment\nof the Fund, the Qualifying Investors, the Nonresident U.S. Citizens, the Foreign Corporations, and the Resident Foreign Corporations,\nare not binding on the Puerto Rico Treasury Department, any municipality or agency of Puerto Rico, the IRS, or the courts. Accordingly,\nthere can be no assurance that the conclusions set forth herein, if challenged, will be sustained.

Puerto Rico Taxation of the Fund

Income Taxes. The Fund should be exempt\nfrom Puerto Rico income tax for a taxable year if it distributes to its shareholders at least 90% of its net income for the taxable year\nwithin the time period provided by the Puerto Rico Code (the “90% Distribution Requirement”). In determining its net income\nfor purposes of the 90% Distribution Requirement, the Fund shall not take into account capital gains and losses and certain items of income\n(including interest) that are exempt from taxation under the PR Code. The Fund intends to meet the 90% Distribution Requirement to be\nexempt from Puerto Rico income tax.

Puerto Rico Taxation of Fund Shareholders

Regular Income Taxes on Capital Gains.\nGains recognized by a Qualifying Investor from the sale, exchange or other disposition (including a redemption that is not essentially\nequivalent to a dividend) of Shares will be treated as a capital gain for Qualifying Investors who hold the Shares as a capital asset\nand as a long-term capital gain if the Shares have been held by the Qualifying Investor for more than one (1) year prior to such sale\nor exchange. Long-term capital gains recognized by Qualifying Individuals on the sale, exchange or other disposition of the Shares will\nbe subject to a 15% income tax rate; except that, if the alternative basic tax is applicable the rate would be a maximum of 24%. Alternatively,\nthe Qualifying Individual may elect to include such long-term capital gain as ordinary income and be subject to the regular income tax\nrates imposed under the PR Code. Long-term capital gains recognized by a Qualifying Corporation on the sale, exchange or other disposition\nof the Shares will be subject to an alternative 20% income tax rate.

Gains recognized by a Nonresident U.S. Citizen or\na Foreign Corporation from the sale, exchange or other disposition of Shares should constitute income from sources outside of Puerto Rico\nnot subject to Puerto Rico income tax. Resident Foreign Corporations will be subject to Puerto Rico income tax on such gains, if the Resident\nForeign Corporation is engaged in certain banking or financial business in Puerto Rico and the gains are attributable to such business.

Losses from the sale, exchange or other disposition\nof Shares that constitute capital assets in the hands of Qualifying Investors or Resident Foreign Corporations are deductible only to\nthe extent of gains recognized by any such investors from the sale, exchange or other disposition of capital assets during the same taxable\nyear. Qualifying Investors, except for Qualifying Corporations, may also deduct up to $1,000 of such capital losses against ordinary income.\nQualifying Investors and Resident Foreign Corporations may carryforward and deduct any remaining losses against capital gains incurred\nin subsequent taxable years, subject to certain time limitations, but the deduction is limited to 90% of the capital gains.

Regular Income Taxes on Dividend Distributions.\nDividend distributions by the Fund are classified as “Exempt Dividends,” “Capital Gain Dividends” or “Ordinary\nDividends” as discussed below.

Distributions paid by the Fund from its earnings and\nprofits derived from certain exempt income described in Section 1031.02 of the PR Code, including without limitation, interest on obligations\nof the United States, any state or territory of the United States or political subdivision thereof and of the District of Columbia constitute\nexempt dividends (“Exempt Dividends”) and are exempt from Puerto Rico income tax. However, individual investors will be irrevocably\nagreeing that all Exempt Dividends distributed to them will be subject to a 15% withholding tax, which will be withheld by the brokers\nor other financial intermediaries through which the investors hold their shares. The 15% withholding tax may be claimed as a credit against\nthe Puerto Rico income tax of the investor.

Distributions paid by the Fund from its earnings and\nprofits derived from the sale or exchange of property constitute capital gain dividends (“Capital Gain Dividends”) and are\ntaxable as long-term capital gains to Qualifying Investors regardless of how long the Shares have been held by the Qualifying Investor.\nCapital Gain Dividends will qualify for the special income tax rate on capital gains of 15% (subject to the alternate basic tax discussed\nbelow), in the case of Qualifying Individuals, and for the alternative 20% income tax rate, in the case of Qualifying Corporations.

Gains Dividends are attributable to certain banking\nor financial business conducted by the Resident Foreign Corporation in Puerto Rico.

Special rules may apply to Capital Gain Dividends\ndistributed by the Fund to Qualifying Trusts.

A dividend distribution paid by the Fund that is not\nan Exempt Dividend or a Capital Gain Dividend is an “Ordinary Dividend.”

Ordinary Dividends and Capital Gain Dividends distributed\nto Qualifying Individuals and Qualifying Corporations and Ordinary Dividends and Capital Gain Dividends subject to Puerto Rico income\ntax distributed to Resident Foreign Corporations, are included in gross income and subject to Puerto Rico income tax as ordinary gross\nincome or capital gain, as the case may be, regardless of whether they are reinvested in additional Shares pursuant to the Fund’s\ndividend reinvestment plan. Distributions that exceed the earnings and profits of the Fund will be treated as a tax-free return of capital\nto such investors, to the extent of the investors’ basis in the Shares, and any excess will be treated as a gain from the sale or\nexchange of the Shares.

By purchasing Shares, Qualifying Investors and Resident\nForeign Corporations will be irrevocably agreeing that all Ordinary Dividends distributed to them will be subject to a 15% Puerto Rico\nincome tax withholding, which will be automatically withheld at the source by the Fund or its paying agent (including the Distributor\nor a selected Dealer).

An Ordinary Dividend received by a Foreign Corporation\nwill be subject to a 10% Puerto Rico tax that will be withheld by the Fund or its paying agent. Qualifying Corporations and Resident Foreign\nCorporations will be subject to the regular and alternative minimum tax. An Ordinary Dividend received by a Qualifying Corporation or\na Resident Foreign Corporation will qualify for an 85% dividends received deduction. Qualifying Corporations and Resident Foreign Corporations\nwill not be eligible for the 15% preferential tax applicable to Qualifying Individuals, Nonresident U.S. Citizens and Qualifying Trusts.\nHowever, dividends paid to Qualifying Corporations and Resident Foreign Corporations will be subject to the 15% income tax withholding,\nwhich amount may be claimed as a credit against the Puerto Rico income taxes due by the Qualifying Corporation and Resident Foreign Corporation.

Individuals on the sale, exchange or other taxable\ndisposition of Shares. It should be noted that exempt dividends paid by the Fund are not subject to alternate basic tax.

Estate and Gift Taxes. Puerto Rico does\nnot impose gift or estate taxes. Thus, the transfer of Shares by gift by a Qualifying Individual or a Nonresident U.S. Citizen will not\nbe subject to gift taxes or estate taxes.

Property Taxes. Under the provisions\nof the Municipal Code, the Shares are exempt from Puerto Rico personal property taxes in the hands of the Qualifying Investors and Resident\nForeign Corporations Nonresident U.S. Citizens and Foreign Corporations are not subject to property taxes on their Shares.

United States Taxation of the Fund

Income Taxes. For purposes of the U.S.\nCode, the Fund is treated as a foreign corporation. Based on certain representations made by the Fund, the Fund should not be treated\nas engaged in a trade or business within the United States for purposes of the U.S. Code. As a foreign corporation not engaged in a U.S.\ntrade or business, the Fund should generally not be subject to U.S. federal income tax on gains derived from the sale or exchange of personal\nproperty or any other income from sources outside the U.S. However, if it is determined that the Fund is engaged in a trade or business\nwithin the United States for purposes of the U.S. Code, and the Fund has taxable income that is effectively connected with such U.S. trade\nor business, the Fund will be subject to the regular U.S. corporate income tax on its effectively connected taxable income, and possibly\nto a 30% branch profits tax and state and local taxes as well.

Interest received by the Fund from U.S. sources\non certain registered obligations (“Portfolio Interest”) and gains derived by the Fund from the sale or exchange of personal\nproperty (other than a “United States Real Property Interest,” as such term is defined in the U.S. Code) are not subject\nto U.S. federal income tax. It is the intent of the Fund’s management to derive only U.S. source interest income considered to\nbe Portfolio Interest with respect to its investments in U.S. fixed-income securities. Moreover, as a foreign corporation not engaged\nin trade or business in the U.S., the Fund should only be subject to U.S. federal income taxation if it realizes certain items of U.S.\nsource income of a fixed or determinable annual or periodic nature, in which case the Fund should be subject to withholding of U.S. federal\nincome tax at a 30% rate on certain types of U.S. source income. Dividends from sources within the United States may qualify for a reduced\n10% rate if certain conditions are met.

FATCA. The U.S. Internal Revenue Code\nimposes a 30% withholding tax upon most payments of U.S. source income made to certain “foreign financial institutions” or\n“non-financial foreign entities” (including “territory non-financial foreign entities”), unless certain certification\nand reporting requirements are satisfied. Payments on certain grandfathered obligations are not subject to the referenced 30% withholding.\nThe IRS has released proposed regulations, which taxpayers may rely on, that eliminate the withholding

tax under FATCA on payments of proceeds from the sale\nof property that could give rise to U.S. source interest or dividends.

To ensure that the Qualifying Investors that acquire\nShares after the date hereof will have the obligation to provide timely the Fund the information required to comply with the U.S. Code,\nby making an investment in Shares, each investor agrees to provide all information and certifications necessary to enable the Fund to\ncomply with these requirements and authorizes the Fund to redeem the Shares of any investor that fails to provide timely such information\nor certifications. In addition, any investor that fails to provide timely the requested information or certifications will be required\nto indemnify the Fund for the entirety of the 30% percent tax withheld on all of the Fund’s income as a result of such investor’s\nfailure to provide the information.

United States Taxation of Qualifying Investors

Dividends. Under Sections 933 and\n937 of the U.S. Code, Puerto Rico bona fide residents will not be subject to U.S. federal income tax on dividends distributed by the\nFund that constitute income from sources within Puerto Rico and are not effectively connected with a U.S. trade or business. The dividends\ndistributed by the Fund should constitute income from sources within Puerto Rico not subject to U.S. federal income tax in the hands\nof a Qualifying Individual, provided that they are not effectively connected with a U.S. trade or business of such Qualifying Individual.\nHowever, in the case of Qualifying Individuals who own, directly or indirectly, at least 10% of the issued and outstanding voting Shares\n(the “10% Shareholders”), only the Puerto Rico source ratio of any dividend paid or accrued by the Fund shall be treated\nas income from sources within Puerto Rico. The Puerto Rico source ratio of any dividend from the Fund is a fraction, the numerator of\nwhich equals the gross income of the Fund from sources within Puerto Rico during the 3-year period ending with the close of the taxable\nyear of the payment of the dividend (or such part of such period as the Fund has been in existence, if less than 3 years) and the denominator\nof which equals the total gross income of the Fund for such period. In the case of 10% Shareholders, the part of the dividend determined\nto be from sources other than Puerto Rico (after applying the rules described in this paragraph) may be subject to U.S. income tax and\nthe PFIC rules (discussed below).

The U.S. Code contains certain attribution rules pursuant\nto which Shares owned by other persons are deemed owned by the Qualifying Individuals for purposes of determining whether they are 10%\nShareholders. As a result, a Qualifying Individual that owns less than 10% of the issued and outstanding voting Shares may become a 10%\nShareholder if he or she is a partner, member, beneficiary or shareholder

of a partnership, estate, trust or corporation, respectively,\nthat also owns Shares. To determine whether a Qualifying Individual is a 10% Shareholder, the Qualifying Individual must consult his or\nher tax advisor and obtain from his or her financial advisor the information that the tax advisor deems appropriate for such purpose.\nIf it is determined that a Qualifying Individual is a 10% Shareholder, such individual must obtain from his or her financial advisor the\ninformation to determine which part of the dividend is from sources outside of Puerto Rico and may thus be subject to U.S. federal income\ntax.

Qualifying Individuals will not be allowed a U.S.\ntax deduction from gross income for amounts allocable to such Fund’s dividends not subject to U.S. federal income tax.

The U.S. Code provides special rules for Puerto Rico\nentities that are treated as partnerships for U.S. federal income tax purposes.

Sales, Exchange or Disposition of Shares. Gain,\nif any, from the sale, exchange or other disposition of Shares by a Qualifying Investor, including an exchange of Shares of the Fund for\nShares of an affiliated investment company, will generally be treated as Puerto Rico source income and, therefore, exempt from U.S. federal\nincome taxation.

A Puerto Rico corporation that invests in the Fund\nwill be subject to U.S. federal income tax on a gain from a disposition of Shares only if the gain is effectively connected to a U.S.\ntrade or business carried on by the Puerto Rico corporation.

The U.S. Code provides special rules for entities\nthat are treated as partnerships for U.S. federal income tax purposes.

PFIC Rules. Under the current provisions\nof the U.S. Code, the Fund will be treated as a passive foreign investment company (“PFIC”). Under the PFIC rules, a Qualifying\nIndividual and a Nonresident U.S. Citizen that disposes of its Shares at a gain is treated as receiving an excess distribution equal to\nsuch gain. In addition, if any Qualifying Individual or a Nonresident U.S. Citizen receives a distribution from the Fund in excess of\n125% of the average amount of distributions such Qualifying Individual or Nonresident U.S. Citizen has received from the Fund during the\nthree preceding taxable years (or shorter period if the Qualifying Individual or Nonresident U.S. Citizen has not held the stock for three\nyears), the Qualifying Individual and Nonresident U.S. Citizen are treated as receiving an excess distribution equal to such excess. In\ngeneral, under the PFIC rules, (i) the excess distribution or gain would be allocated ratably over Qualifying Individual and Nonresident\nU.S. Citizen’s holding period for the Shares, (ii) the amount allocated to the current taxable year would be taxed as ordinary income,\nand (iii) the amount allocated to each of the other taxable years would, with certain exceptions, be subject to tax at the highest rate\nof tax in effect for the Qualifying individual and Nonresident U.S. Citizen for that year, and an interest charge for the deemed deferral\nbenefit would be imposed on the resulting tax attributable to each such year.

As an alternative to these rules, the Qualifying Individuals\nand Nonresident U.S. Citizen may, in certain circumstances, elect a mark-to-market treatment with respect to the Shares.

However, under a proposed U.S. Code Regulation,\nQualifying Individuals are subject to the rules described above only to the extent that any excess distribution or gain is considered\nto be from sources other than Puerto Rico and is allocated to a taxable year during which the Qualifying Individual held the Shares and\nwas not a bona fide resident of Puerto Rico during the entire taxable year, or in certain cases, a portion thereof, within the meaning\nof Sections 933 and 937 of the U.S. Code. The portion of the excess distribution or gain considered to be Puerto Rico source income that\nis allocated to the current taxable year of the Qualifying Individual will not be subject to U.S. federal income tax pursuant to U.S.\nCode Section 933.

Qualifying Individuals and Nonresident U.S. Citizens\nmust file an annual report (IRS Form 8621) containing such information as the Secretary of the U.S. Treasury may require, unless an exception\nfrom the filing requirement is applicable. Prospective investors should consult with their own tax advisers regarding this matter and\nsimilar disclosure requirements as they apply to them.

Qualifying Trusts should consult their tax advisers\nregarding the U.S. federal tax consequences of an investment in the Fund.

Estate and Gift Taxes. The transfer\nof Shares by death or gift by a Qualifying Individual will not be subject to estate and gift taxes imposed by the U.S. Code if such Qualifying\nIndividual (i) is a U.S. citizen who acquired such citizenship solely by reason of birth or residence in Puerto Rico and (ii) is a resident\nof Puerto Rico for purposes of the U.S. Code as of the time of the death or gift.

Investors are urged to consult their tax advisers\nregarding specific questions as to U.S. federal or Puerto Rico taxes or as to the consequences of investing in the Fund.

United States Taxation of U.S. Investors

Shares are not intended to be offered to persons\nthat are “United States persons” within the meaning of Code Section 7701(a)(30) of the U.S. Code (“U.S. Investors”).\nIt is expected that the Fund will be treated as a PFIC and may be treated as a CFC as those terms are defined in the U.S. Code\nand the Code Regulations. Thus, if a Shareholder were to become a U.S. Investor (or if the Fund were to admit a U.S.

Investor), an investment in the Fund may cause a U.S.\nInvestor to recognize taxable income prior to the investor’s receipt of distributable proceeds, pay an interest charge on receipts\nthat are deemed to have been deferred and recognize ordinary income that otherwise would have been treated as capital gain for U.S. federal\nincome tax purposes. The Fund does not intend to provide information necessary to make a QEF election within the meaning of Code section\n1295 with respect to the Fund.

Proxy Voting Policies

With respect to each Fund, the Board has adopted policies\nand procedures (the “Proxy Voting Policy”) governing proxy voting by accounts managed by the Adviser, including the Fund.

Copies of the Proxy Voting Policy for the Funds are\nattached as Appendix A.

Information with respect to how proxies relating\nto each Fund’s portfolio securities were voted during the most recent 12-month period ended March 31, 2026 and June 30, 2026, respectively,\nwill be available: (i) without charge, upon request, by calling (888) 855-1034 or through the Funds’ website at www.popularfunds.com;\nand (ii) on the SEC’s website at www.sec.gov.

Portfolio Holdings Disclosure Policies and Procedures

The Boards of the Funds have adopted, on behalf of\nthe Funds, policies and procedures relating to disclosure of the Fund’s portfolio holdings (“Portfolio Holdings”). These\npolicies and procedures are designed to protect the confidentiality of the Portfolio Holdings’ information and to prevent the selective\ndisclosure of such information. These policies and procedures may be modified at any time with the approval of the Boards.

In order to protect the Funds from any trading practices\nor other use by certain parties (a “Third Party”) that could harm the Funds, Portfolio Holdings and other Fund-specific information\nmust not be selectively released or disclosed except under the circumstances described below.

The Boards will periodically review the list of entities\nthat have received, other than through public channels, information regarding the Funds’ Portfolio Holdings, to ensure that the\ndisclosure of the information was in the best interest of shareholders, identify any potential for conflicts of interest and evaluate\nthe effectiveness of the current portfolio holding policy.

Only the Adviser’s chief compliance officer\nor general counsel (or persons designated by the Adviser’s general counsel or chief compliance officer), may approve the disclosure\nof a Fund’s Portfolio Holdings. Except as set forth under “Policy Exceptions” below, exceptions to this Policy may only\nbe made if the Adviser’s chief compliance officer or general counsel, or an officer of a Fund in consultation with the Adviser’s\nchief compliance officer or general counsel, determines that the disclosure is being made for a legitimate business purpose. Such disclosures\nmust be documented and reported to the Fund’s Board on a quarterly basis. In all cases, Third Parties and service providers are\nrequired to execute a non-disclosure agreement requiring the recipient to keep confidential information regarding the Fund’s Portfolio\nHoldings received and not to trade on the Confidential Portfolio Information (defined below) received. Neither the Fund nor its service\nproviders (nor any persons affiliated with either) can receive any compensation or other consideration in connection with the sharing\nof information relating to the Fund’s Portfolio Holdings.

Disclosure of Portfolio Holdings information that\nis not publicly available (“Confidential Portfolio Information”) may be made to relevant service providers (“Service\nProviders”). In addition, to the extent

permitted under applicable law, the Adviser may regularly\ndistribute (or authorize the custodian or principal underwriter to distribute) Confidential Portfolio Information to the Funds’\nrelevant Service Providers and facilitate the review of the Funds by certain mutual fund analysts and ratings agencies (such as Morningstar\nand Lipper Analytical Services) (“Rating Agencies”), provided that such disclosure is limited to the information that the\nAdviser believes is reasonably necessary in connection with the services to be provided. As noted above, except to the extent permitted\nunder this Policy, Confidential Portfolio Information may not be disseminated for compensation or other consideration.

Before any disclosure of Confidential Portfolio Information\nto Service Providers or Rating Agencies is permitted, a Fund’s Adviser’s chief compliance officer or general counsel (or persons\ndesignated by the adviser’s general counsel or chief compliance officer) must determine in writing that, under the circumstances,\nthe disclosure is being made for a legitimate business purpose. Furthermore, the recipient of Confidential Portfolio Information by a\nService Provider or Rating Agency must be subject to a written confidentiality agreement that prohibits any trading upon the Confidential\nPortfolio Information, or the recipient must be subject to professional or ethical obligations not to disclose or otherwise improperly\nuse the information, such as would apply to independent auditors, independent registered public accountants or legal counsel.

The Adviser shall have primary responsibility for\nensuring that the Portfolio Holdings information is disclosed only in accordance with this Policy. As part of this responsibility, the\nAdviser will maintain such internal policies and procedures as it believes are reasonably necessary for preventing the unauthorized disclosure\nof Confidential Portfolio Information.

Full Portfolio Holdings

Full Portfolio Holdings will be made available to\nthe public and Third Parties for the most recent month-end period and only after a 30 calendar day delay from the end of the month. Full\nportfolio holdings will be provided via Form N-CSR on the close of the fiscal year or half-year and via Form N-PORT each quarter.

Policy Exceptions

The following disclosures of Portfolio Holdings are\nnot prohibited by this Policy:

\n\n

●

disclosures that are required by law;

\n\n

●

disclosures necessary for Service Providers to perform services\nto the Fund;

\n\n

●

disclosure necessary for Rating Agencies to assess applicable\nfund ratings;

\n\n

●

disclosures necessary to broker-dealers or banks as part of the\nnormal buying, selling, shorting, or other transactions in portfolio securities;

\n\n

●

disclosures to the applicable Fund’s or Service Providers’\nregulatory authorities, accountants, or counsel; and

\n\n

●

any portfolio holdings that pre-date portfolio holdings that have\nbeen publicly disclosed (e.g., portfolio holdings that are dated prior to the most recent quarterly disclosure) are not considered to\nbe sensitive, proprietary information of the Fund, and therefore are not subject to the aforementioned disclosure policies.

Financial Statements

A copy of Total Return Fund’s N-CSR filing\nfor the fiscal year ended March 31, 2026 may be obtained at no charge by calling (888) 855-1034 between 8:00 a.m. and 5:00 p.m. Atlantic\nstandard time on any business day. The Total Return Fund’s audited financial statements and the independent auditor’s report\nfor the period ended March 31, 2026 are incorporated into this SAI by reference (Total Return – SEC Accession No. 0001398344-26-010349).

A copy of High Grade Fund’s N-CSR filing\nfor the fiscal year ended June 30, 2026, may be obtained at no charge by calling (888) 855-1034 between 8:00 a.m. and 5:00 p.m. Atlantic\nStandard Time on any business day. High Grade Fund’s audited financial statements and the independent auditor’s reports for\nthe period ended June 30, 2026 are incorporated into this SAI by reference (High Grade – SEC Accession No. 0001398344-26-016446).

Additional Information

Counsel. Pietrantoni Mendez & Alvarez LLC,\nlocated at Popular Center, 19th Floor, 208 Ponce de León, San Juan, 00918, Puerto Rico, serves as Puerto Rico counsel to the Funds.

Ropes & Gray LLP, located at Prudential Tower,\n800 Boylston Street, Boston, MA 02199 serves as U.S. counsel to the Funds.

Shareholder Communication to the Board of Directors.\nThe Boards have established a process for shareholders to communicate with the Boards. Shareholders may contact the Boards by mail. Correspondence\nshould be addressed to the Secretary of the Board at Popular Center, 19^th Floor, 208 Ponce de Leon Avenue, San Juan, Puerto\nRico 00918. Shareholder communication to the Board of Directors should include the following information: (a) the name and address of\nthe shareholder; (b) the number of shares owned by the shareholder; (c) the Fund(s) of which the shareholder owns shares; and (d) if these\nshares are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial intermediary\nor other record owner. All correspondence received as set forth above shall be reviewed by the Secretary of the Fund and reported to the\nBoard of Directors.

Codes of Ethics. Each Fund, the Adviser and\nthe Distributor have each adopted a code of ethics, as required by applicable law, which is designed to prevent affiliated persons of\neach Fund, the Adviser, and the Distributor from engaging in deceptive, manipulative, or fraudulent activities in connection with securities\nheld or to be acquired by the Funds (which may also be held by persons subject to a code). There can be no assurance that the codes will\nbe effective in preventing such activities.

Appendix A

POPULAR FAMILY OF FUNDS

POPULAR HIGH GRADE FIXED-INCOME FUND, INC.

POPULAR TOTAL RETURN FUND, INC.

Proxy Voting Policies and Procedures

Popular Family of Funds (the “Fund”) has\nadopted a Proxy Voting Policy used to determine how the Fund votes proxies relating to their portfolio securities. Under the Fund’s\nProxy Voting Policy, each Fund has, subject to the oversight of the Fund’s Board, delegated to the Adviser the following duties:\n(1) to make the proxy voting decisions for the Fund, subject to the exceptions described below; and (2) to assist the Fund in disclosing\ntheir respective proxy voting record as required by Rule 30b1-4 under the 1940 Act.

In cases where a matter with respect to which a Fund\nwas entitled to vote presents a conflict between the interest of a Fund’s shareholders, on the one hand, and those of the Fund’s\nAdviser, principal underwriter, or an affiliated person of the Fund, its Adviser, or principal underwriter, on the other hand, the Fund\nshall always vote in the best interest of the Fund’s shareholders. For purposes of this Policy a vote shall be considered in the\nbest interest of the Fund’s shareholders when a vote is cast consistent with the specific voting policy as set forth in the Adviser’s\nProxy Voting Policy (described below), provided such specific voting policy was approved by the Board.

The Fund’s Chief Compliance Officer shall ensure\nthat the Adviser has adopted a Proxy Voting Policy, which it uses to vote proxies for its clients, including the Fund.

\n\n

General

The Fund believes that the voting of proxies is an\nimportant part of portfolio management as it represents an opportunity for shareholders to make their voices heard and to influence the\ndirection of a company. The Fund is committed to voting corporate proxies in the manner that best serves the interests of the Fund’s\nshareholders.

\n\n

Delegation to the Adviser

The Fund believes that the Adviser is in the best\nposition to make individual voting decisions for the Fund consistent with this Policy. Therefore, subject to the oversight of the Board,\nthe Adviser is hereby delegated the following duties:

\n\n

to make the proxy voting decisions for the Fund, in accordance\nwith the Adviser’s Proxy Voting Policy, except as provided herein; and

\n\n

to assist the Fund in disclosing their respective proxy voting\nrecord as required by Rule 30b1-4 under the 1940 Act, including providing the following information for each matter with respect to which\nthe Fund are entitled to vote: (a) information identifying the matter voted on; (b) whether the matter was proposed by the issuer or\nby a security holder; (c) whether and how the Fund cast its vote; and (d) whether the Fund cast its vote for or against management.

A-1

The Board, including a majority of the independent\nmanagers of the Board, must approve each Adviser’s Proxy Voting and Disclosure Policy (the “Adviser Voting Policy”)\nas it relates to the Fund. The Board must also approve any material changes to the Adviser Voting Policy no later than six (6) months\nafter adoption by an Adviser.

\n\n

Conflicts

In cases where a matter with respect to which a Fund\nwas entitled to vote presents a conflict between the interest of the Fund’s shareholders, on the one hand, and those of the Fund’s\nAdviser, principal underwriter, or an affiliated person of the Fund, its Adviser, or principal underwriter, on the other hand, the Fund\nshall always vote in the best interest of the Fund’s shareholders. For purposes of this Policy a vote shall be considered in the\nbest interest of the Fund’s shareholders when a vote is cast consistent with the specific voting policy as set forth in the Adviser\nVoting Policy, provided such specific voting policy was approved by the Board.

Approved: May 19^th, 2021

Updated: February 22, 2024, October 13, 2025

A-2

Appendix B

Intermediary-Defined Sales Charge Waiver Policies

Merrill Lynch:

Shareholders purchasing Fund shares through a Merrill\nLynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred,\nor back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in the prospectus:

Front-end Sales Load Waivers on Class A Shares\navailable at Merrill Lynch

\n\n

●

Employer-sponsored retirement, deferred compensation and employee\nbenefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based\nbrokerage account and shares are held for the benefit of the plan

\n\n

●

Shares purchased by a 529 Plan (does not include 529 Plan units\nor 529- specific share classes or equivalents)

\n\n

●

Shares purchased through a Merrill Lynch affiliated investment\nadvisory program

\n\n

●

Shares exchanged due to the holdings moving from a Merrill Lynch\naffiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies\nrelating to sales load discounts and waivers

\n\n

●

Shares purchased by third party investment advisors on behalf\nof their advisory clients through Merrill Lynch’s platform

\n\n

●

Shares of funds purchased through the Merrill Edge Self-Directed\nplatform (if applicable)

\n\n

●

Shares purchased through reinvestment of capital gains distributions\nand dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

\n\n

●

Shares exchanged from Class C (i.e. level-load) shares of the\nsame fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

\n\n

●

Employees and registered representatives of Merrill Lynch or its\naffiliates and their family members

\n\n

●

Eligible shares purchased from the proceeds of redemptions within\nthe same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur\nin the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). Automated\ntransactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s\naccount maintenance fees are not eligible for reinstatement

CDSC Waivers on Class A Shares available at Merrill\nLynch

\n\n

●

Death or disability of the Shareholder

B-1

\n\n

●

Shares sold as part of a systematic withdrawal plan as described\nin the prospectus

\n\n

●

Return of excess contributions from an IRA Account

\n\n

●

Shares sold as part of a required minimum distribution for IRA\nand retirement accounts pursuant to the Internal Revenue Code

\n\n

●

Shares sold to pay Merrill Lynch fees but only if the transaction\nis initiated by Merrill Lynch

\n\n

●

Shares acquired through a right of reinstatement

\n\n

●

Shares held in retirement brokerage accounts, that are exchanged\nfor a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to Class A Shares and Class C Shares\nonly)

\n\n

●

Shares received through an exchange due to the holdings moving\nfrom a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s\npolicies relating to sales load discounts and waivers

Front-end load Discounts Available at Merrill\nLynch: Breakpoints, Rights of Accumulation & Letters of Intent

\n\n

●

Breakpoints as described in this prospectus

\n\n

●

Rights of Accumulation (ROA) which entitle shareholders to breakpoint\ndiscounts as described in the Fund’s prospectus will be automatically calculated based on the aggregated holding of fund family\nassets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Merrill Lynch. Eligible\nfund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial\nadvisor about such assets

Letters of Intent (LOI) which allow for breakpoint\ndiscounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable)

The availability of certain sales charge waivers and\ndiscounts will depend on whether you purchase your shares directly from the Fund or through a financial intermediary. Intermediaries may\nhave different policies and procedures regarding the availability of front-end sales load waivers or CDSC waivers, which are discussed\nbelow. In all instances, it is the purchaser’s responsibility to notify the Fund or the purchaser’s financial intermediary\nat the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers\nand discounts not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or\nthrough another intermediary to receive these waivers or discounts.

*****

GLOSSARY OF MUTUAL FUND TERMS

Bond - Security issued by a government or corporation\nto those from whom it has borrowed money. A bond usually promises to pay interest income to the bondholder at regular intervals and to\nrepay the entire amount borrowed at maturity date.

B-2

Distributor - Usually the principal underwriter\nwho sells the mutual fund’s capital shares by acting as an agent (intermediary between the fund and an independent dealer or the\npublic) or as a principal, buying capital shares from the fund at net asset value and selling shares through dealers or to the public.

Dividend - A per share distribution of the\nincome earned from the fund’s portfolio holdings. When a dividend distribution is made, the fund’s net asset value drops by\nthe amount of the distribution because the distribution is no longer considered part of the fund’s assets.

Investment Adviser - An investment professional\nwho is responsible for managing a portfolio’s assets prudently and making appropriate investment decisions, such as which securities\nto buy, hold and sell, based on the investment objectives of the portfolio.

Long-Term - An investment with a maturity greater\nthan one year.

Mutual Fund - A company which combines the\ninvestment money of many people whose financial goals are similar, and invests that money in a variety of securities. A mutual fund allows\nthe smaller investor the benefits of diversification, professional management and constant supervision usually available only to large\ninvestors.

NASDAQ - An electronic quotation system for\nover-the-counter securities sponsored by the National Association of Securities Dealers (NASD), which, for securities traded on the NASD\nNational Market System, reports prices and shares or units of securities trades in addition to other market information.

Net Asset Value (NAV) Per Share - The NAV per\nshare is determined by subtracting a fund’s total liabilities from its total assets, and dividing that amount by the number of fund\nshares outstanding.

Offering Price - The offering price of a share\nof a mutual fund is the price at which the share is sold to the public.

Over-the-counter - A market for securities\nof companies not listed on a stock exchange and traded mainly by electronic communications such as NASDAQ or by phone between brokers\nand dealers who act as principal exchange. The over-the-counter market is the principal market for U.S. government bonds and municipal\nsecurities.

Realized Gain (Loss) - The profit (loss) from\nthe sale of securities. Realized gains are paid to fund shareholders on a per share basis. When a gain distribution is made, the fund’s\nnet asset value drops by the amount of the distribution because the distribution is no longer considered part of the fund’s assets.

Repurchase Agreements - Transactions in which\nthe Fund sells securities to a bank or dealer, and agrees to repurchase them at a mutually agreed date and price.

Total Investment Return - The change in value\nof a fund investment over a specified period of time, taking into account the change in a fund’s market price and the reinvestment\nof all fund distributions.

Turnover Ratio - The turnover ratio represents\nthe fund’s level of trading activity. A fund divides the lesser of purchases or sales (expressed in dollars and excluding all securities\nwith maturities of less than one year) by the fund’s average monthly assets.

Yield - The annualized rate of income as measured\nagainst the current net asset value of fund shares.

B-3

PART C — OTHER INFORMATION

Item 28. Exhibits

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

EXHIBIT
(a)(1)	Amended and Restated Certificate of Incorporation of the Registrant, dated March 1, 2001, is incorporated herein by reference to Exhibit (a) of Registrant’s Registration Statement on Form N-1A filed on the SEC’s website on August 30, 2021 (the “Registration Statement”).

(a)(2)	Certificate of Amendment to Certificate of Incorporation of the Registrant, effective March 4, 2021, is incorporated herein by reference to Exhibit (a)(2) of Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed on November 29, 2021 (the “Amendment”).

(a)(3)	Amendment to Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit (a)(3) of Pre-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A, filed on April 6, 2022 (the “Third Amendment”).

(b)	Amended and Restated By-laws of the Registrant are filed herewith.

(c)	Relevant portions of the Certificate of Incorporation, as amended and the By-laws.

(d)	Investment Advisory Contract between the Registrant and Popular Asset Management LLC (the “Adviser”), dated May 18, 2021, is incorporated herein by reference to Exhibit (d) of the Amendment.

(e)	Amended and Restated Distribution Agreement between the Registrant and Popular Securities, LLC (the “Distribution Agreement”), dated February 10, 2022, is incorporated herein by reference to Exhibit (e) of Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A, filed on March 8, 2022 (the “Second Amendment”).

(f)	None.

(g)	Custodian Agreement between the Registrant and JPMorgan Chase Bank, N.A., dated June 10, 2021 (the “Custodian Agreement”), is incorporated herein by reference to Exhibit (g)(1) of the Second Amendment.

(h)	Services Agreement between the Registrant and Apex Fund Services, dated September 21, 2026 (the “Transfer Agency and Administration Agreement”) is filed herewith.

(i)	Opinion of Pietrantoni Mendez & Alvarez LLC is incorporated by reference to Exhibit (i) of the Third Amendment.

(j)	Consent of Ernst & Young LLP is filed herewith.

\n \n \n \n \n \n \n \n \n \n

(k)	Not Applicable.

(l)	None.

\n \n \n \n \n \n \n \n \n \n

(m)	Distribution (12b-1) Plan, adopted October 20, 2023, is incorporated herein by reference to Exhibit (m) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A of the Popular U.S. Government Money Market Fund, LLC (File No. 333-271265), filed on November 30, 2023 (the “USGMMF Registration Statement”).

(n)	Rule 18f-3 Multi-Class and Expense Allocation Plan, adopted December 12, 2024, is incorporated herein by reference to Exhibit (n) of Pre-Effective Amendment No. 2 to the USGMMF Registration Statement on Form N1-A, filed on March 1, 2024.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(o)	Reserved.

(p)(1)	Code of Ethics of the Registrant is incorporated herein by reference to Exhibit (p)(1) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N1-A of the Popular High Grade Fixed-Income Fund, Inc. (File No. 333-259158), filed on November 29, 2021 (the “High Grade Fund Registration Statement”).

(p)(2)	Code of Ethics of the Adviser is incorporated herein by reference to Exhibit (p)(2) of Post-Effective Amendment No. 3 to the High Grade Fund Registration Statement, filed on October 28, 2024.

(p)(3)	Code of Ethics of the Distributor is incorporated herein by reference to Exhibit (p)(3) of Pre-Effective Amendment No. 2 to the High Grade Fund Registration Statement, filed on March 8, 2022.

(q)	Power of Attorney, dated July 1, 2026, filed herewith.

Item 29. Persons Controlled or Under Common Control with the Registrant

None.

Item 30. Indemnification

The Fund has obtained directors’ and officers’\nliability insurance for its directors and officers. The Fund’s certificate of incorporation contains a provision that exempts directors\nfrom personal liability for monetary damages to the Fund or its shareholders for violations of the duty of care, to the fullest extent\npermitted by the Puerto Rico General Corporation Law. The Fund has also agreed to indemnify its directors and officers for certain liabilities\nto the fullest extent permitted by Puerto Rico law. Pursuant to Section 17(h) of the 1940 Act, such indemnification of the Directors would\nnot protect a Director from liability to the Fund or its shareholders from liability that the Director would otherwise be subject to by\nreason of such Director’s own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties as a Director.

Item 31. Business and Other Connections of Investment Adviser

Popular Asset Management LLC, a subsidiary of Popular, Inc. (“Popular\nAsset Management”), acts as investment adviser to the Registrant (the “Adviser”). Popular Asset Management serves as\ninvestment adviser or co-investment adviser to other open-end and closed-end management investment companies. The principal business address\nfor all of these investment companies and the persons named below is 209 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918.

Additional information regarding Popular Asset Management LLC is provided\nin the body of this Registration Statement on Form N-1A under the heading “Management, Advisory and Other Service Arrangements.”

Item 32. Principal Underwriters

(a) Popular Securities, LLC acts as the principal underwriter or placement\nagent, as applicable, for each of the following investment companies, and the Registrant:

Popular Mezzanine Fund LLC

Popular High Grade Fixed-Income Fund, Inc.

Popular U.S. Government Money Market Fund, LLC

X2 Alternative Dividend Alpha Fund, Inc.

(b) Set forth below is information concerning each elected manager and\nofficer of Popular Securities, LLC. The principal business address of each such person is 208 Ponce de Leon Ave., Popular Center, 12th\nFloor, San Juan, Puerto Rico 00918.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Position with Popular Securities
POPULAR.INC.	HOLDING COMPANY
CESTERO CASANOVA, LUIS E (CRD#: 7829616)	ELECTED MANAGER
CINTRON ROSARIO, OLGA YARITZA\n (CRD# 5055094)	SALES MANAGER
COLON ORTIZ, ROSA ANGELA (CRD#: 4202101)	\n SENIOR FINANCIAL COMPLIANCE MANAGER, \n CHIEF COMPLIANCE OFFICER
DIAZ DEL LLANO, BEATRIZ L (CRD#: 4576581)	PRINCIPAL FINANCIAL OFFICER
GARCIA INCLAN, FRANCISCO ROBERTO (CRD#: 6900966)	CHIEF COMPLIANCE OFFICER
GARCIA MUÑOZ, JORGE J (CRD#: 7902856)	ELECTED MANAGER
SORIANO CABRERA, LIDIO\n VALENTIN (CRD# 2427629)	ELECTED MANAGER
TORO LAVERGNE, JAIME ANTONIO (CRD#: 5984147)	PRESIDENT AND ELECTED MANAGER
TORRES OLMO, ELSIE M (CRD#\n 4056079)	BRANCH MANAGER
TORRES RAMOS, JOSE JOAQUIN (CRD#: 1684523)	PRINCIPAL OPERATIONS OFFICER

Item 33. Location of Accounts and Records

Omitted pursuant to Instruction 3 of Item 33 of Form\nN-1A.

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act\nof 1933 and the Investment Company Act of 1940, the Fund certifies that it meets all of the requirements for effectiveness of this registration\nstatement under rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf\nby the undersigned, duly authorized, in the City of San Juan, and the Commonwealth of Puerto Rico, on the 28^th day of October,\n2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	POPULAR HIGH GRADE FIXED-INCOME FUND, INC.

	/s/ Angel Rivera Garcia
	Angel Rivera Garcia, \nPresident

Pursuant to the requirements of the Securities Act of 1933, this registration\nstatement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Angel Rivera Garcia	President	October 28, 2026
Angel Rivera Garcia	(Principal Executive Officer)

/s/ James A. Gallo	Treasurer	October 28, 2026
James A. Gallo	(Principal Financial Officer)

/s/ Miguel Venta*	Chairman and Director	October 28, 2026
Miguel Venta

Jorge Vallejo*	Director	October 28, 2026
Jorge Vallejo

Carlos Pérez *	Director	October 28, 2026
Carlos Pérez

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

By*:	\n /s/ Angel Rivera Garcia
	Angel Rivera Garcia
	Attorney-in-Fact
	Pursuant to Power of Attorney dated July 1, 2026

EXHIBIT INDEX

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit	Name
(b)	Amended and Restated By-Laws of the Registrant is filed herewith.
(h)	Transfer Agency and Administration Agreement is filed herewith.
(j)	Consent of Ernst & Young LLP
(q)	Power of Attorney, dated July 1, 2026, filed herewith.

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