PRELIMINARY COPY SUBJECT TO COMPLETION
Adams Diversified Equity Fund, Inc.
500 E. Pratt Street, Suite 1300
Baltimore, MD 21202
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
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[ ], 2024
Fellow Stockholders of
ADAMS DIVERSIFIED EQUITY FUND, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of ADAMS DIVERSIFIED EQUITY FUND, INC., a Maryland corporation (the “Fund”), will
be held at the offices of [ ] at [address], on [ ], [ ], 2024, at [ ] a.m., local time, for the following purposes:
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(1)
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to elect directors as identified in the Proxy Statement to serve until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualify; |
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(2)
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to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Fund’s independent registered public accounting firm to audit the books and accounts of the Fund for the fiscal
year ending December 31, 2024; and |
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(3)
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to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The Board of Directors (the “Board”) [unanimously recommends] that stockholders vote FOR Proposals (1) and (2).
Stockholders of record, as shown by the transfer agent’s books for the Fund, at the close of business on [ ], 2023, are
entitled to notice of and to vote at this Annual Meeting. All Stockholders are cordially invited to attend the Annual Meeting.
THIS MEETING IS VERY IMPORTANT because Saba Capital Master Fund, Ltd., a hedge fund managed by Saba Capital Management,
L.P. (“Saba”), a closed-end fund activist, has announced its intention to seek election of seven nominees to the Board at the upcoming meeting. If all of Saba’s nominees are elected, they will replace the entire current Board of Directors of the
Fund, which could result in material changes to the Fund.
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By order of the Board of Directors, |
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Janis F. Kerns |
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Vice President, General Counsel & Secretary |
Baltimore, MD
Note: Even if you plan to attend the meeting, stockholders are requested to fill in, sign, date and return the
accompanying proxy in the enclosed envelope without delay. Stockholders may also authorize their proxies by telephone and internet as described further in the enclosed materials.
Returning Saba’s [gold] proxy card, or any other proxy card you receive from Saba, will revoke any WHITE proxy card previously
returned to the Fund, even if you withhold votes on Saba’s nominees on the [gold], or any other color, proxy card. Therefore, PLEASE DISCARD ANY [GOLD] PROXY CARD OR ANY OTHER PROXY CARD YOU RECEIVE FROM SABA, AND PLEASE VOTE USING ONLY THE
ENCLOSED WHITE PROXY CARD.
Because access to the building is restricted, please call the Fund at [(800) 638-2479] or send an email to [adamsfunds.com/contact] if you plan
to attend the Annual Meeting.
QUESTIONS AND ANSWERS TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
While the Fund strongly encourages you to read the full text of the enclosed Proxy Statement, the Fund is providing the following brief overview of the proposals in the accompanying
Proxy Statement in “question and answer” format, to help you better understand and vote on these proposals. Your vote is important. Please vote on the WHITE proxy card.
Question: Why am I receiving the proxy statement?
Answer: You are receiving these materials because as of the close of business on [ ] (the “Record Date”) you owned shares of Adams Diversified Equity Fund, Inc. (the “Fund”)
and, as a result, have the right to vote on proposals relating to the Fund at the Annual Meeting of Stockholders to be held on [ ], [2024] at [ ] a.m., local time, at the offices of [ ] at [address], for the purposes set forth in the
accompanying Notice of Annual Meeting and also set forth in response to the following question.
Question: What proposals will be acted upon at the Meeting?
Answer: At the Annual Meeting, action is to be taken on (1) the election of a Board of Directors; (2) the ratification of the selection of an independent registered public
accounting firm; and (3) the transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.
Question: How does the Board recommend that I vote?
Answer: After careful consideration, the Board recommends that you use the WHITE proxy card to vote FOR
proposal (1), to elect Kenneth J. Dale, Mary Chris Jammet Mark E. Stoeckle, Frederic A. Escherich, Lauriann C. Kloppenburg, James P. Haynie, and Jane Musser Nelson (the “Fund Nominees”) to serve as the Board of Directors until the annual meeting
of stockholders in 2025 and until their successors are duly elected and qualified. The Nominating and Governance Committee reviewed both the current Fund directors and the potential director nominees from Saba and, after careful consideration,
determined to recommend to the Board, and the Board determined to nominate, the current Directors to stand for re-election.
The Board also recommends that you vote FOR proposal (2) using the WHITE proxy card in order to
ratify of the appointment of PricewaterhouseCoopers LLP to serve as the Fund’s independent registered public accounting firm to audit the books and accounts of the Fund for the fiscal year ending December 31, 2024.
Question: How do I vote my shares?
Answer: Please indicate your voting instructions on the enclosed WHITE proxy card, sign and date the card, and return the card by
mail in the postage-paid envelope provided. As an alternative to voting by mail, you may vote by telephone, via the Internet or at the Meeting. To vote by telephone, please call the toll-free number listed on the WHITE
proxy card. To vote via the Internet, please access the website listed on the WHITE proxy card. Please note that to vote by telephone or via the Internet, you will need the unique “control” number
that appears on the enclosed WHITE proxy card.
If you hold your shares in “street name” through a broker, bank or other nominee, you should contact your nominee with your instructions for voting in advance of the Meeting,
including any request that your nominee provide you with a legal proxy. If you hold your shares in “street name,” you are strongly encouraged to vote your shares in advance of the Meeting, as you will not be able
to vote during the Meeting itself unless you request and provide to the Fund a legal proxy from your nominee. If you hold your shares directly and intend to vote during the Meeting, please let us know by calling [ ]. Regardless of
whether you plan to vote during the Meeting, you may be required to provide valid identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in the Fund, such as your voting instruction form (or a
copy thereof) or a letter from your broker, bank or other nominee, or other nominee statement indicating ownership as of the close of business on [ ], 2023.
Question: How will my shares be voted if I return the accompanying WHITE proxy card?
Answer: The shares represented by the accompanying form of WHITE proxy will be voted in accordance with the specifications made on
the proxy if it is properly executed and received by the Fund prior to or at the Meeting. Where a choice has been specified on the WHITE proxy card accompanying this Proxy Statement with respect to the
proposals, the shares represented by such WHITE proxy card will be voted in accordance with the specifications therein.
If you return the accompanying WHITE proxy card that has been validly executed without indicating how your shares should
be voted on a matter and you do not revoke your proxy, your proxy will be voted FOR the election of all the Fund Nominees (Proposal 1), FOR the ratification and
appointment of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Fund’s independent auditors for the fiscal year ending December 31, 2024 (Proposal 2), and FOR,
ABSTAIN, OR AGAINST any other matters, including any vote on adjournments, acted upon at the meeting in the discretion of the persons named as proxies.
Question: Who are Saba Capital Management, L.P. and Saba Capital Master Fund, Ltd. and how are they involved in the Meeting?
Answer: Saba Capital Management, L.P. (with its affiliates, “Saba”) is a registered investment adviser that manages Saba Capital Master Fund, Ltd., which is a hedge fund. Saba
has disclosed that it has acquired a position in the Fund representing [ ]% of the Fund’s outstanding common stock as of the Record Date, and intends to nominate seven individuals to stand for election to the Board at the Annual Meeting.
Question: What should I do
if I receive any proxy materials or [gold (or any other color)] proxy cards from Saba?
Answer: In the event you receive any proxy materials from Saba or any of its affiliates, the Fund
urges you to discard and not to sign, return or vote on any [gold] proxy card or any other proxy card that may be sent to you by or on behalf of Saba. If you have already voted using a [gold] proxy card sent to you by Saba, you can revoke it by
voting using the accompanying WHITE proxy card or by voting at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual
Meeting. The Fund is not responsible for the accuracy of any information contained in any proxy materials filed or disseminated by, or on behalf of, Saba or any of its affiliates or any other statements that they may otherwise make.
Question: Will my vote make
a difference?
Answer: Yes. Your vote is very important and can make a difference in the governance and
management of the Fund, no matter how many shares you own. We encourage all stockholders to participate in the governance of the Fund. Your vote can help ensure that the Fund Nominees will be elected and the Board will not be replaced by an
entirely new slate of directors, which is possible because all seven of the current directors are up for election at this upcoming meeting.
Question: What if I have
other questions?
Answer: If you have any questions about any proposal or need assistance voting your shares, please call [Morrow Sodali,] the Fund’s proxy solicitor, toll-free at [ ].
GUIDE TO ADAMS DIVERSIFIED EQUITY FUND’S 2024 PROXY STATEMENT
Adams Diversified Equity Fund, Inc.
500 E. Pratt Street, Suite 1300
Baltimore, MD 21202
The Annual Meeting of Stockholders of Adams Diversified Equity Fund, Inc., a Maryland corporation (the “Fund”), will be held
on [ ], [ ], 2024, at [ ] a.m., local time, at the offices of [ ] at [address], for the purposes set forth in the accompanying Notice of Annual Meeting and also set forth below. This proxy statement is furnished in connection with the
solicitation by the Board of Directors of proxies to be used at the meeting and at any and all adjournments or postponements thereof and is first being provided to stockholders on or about [ ], 2024.
At the Annual Meeting, action is to be taken on (1) the election of a Board of Directors; (2) the ratification of the
selection of an independent registered public accounting firm; and (3) the transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.
[THIS ANNUAL MEETING IS VERY IMPORTANT because Saba Capital Master Fund, Ltd., a hedge fund managed by Saba Capital Management, L.P. (with its
affiliates, “Saba”), a closed-end fund activist, has announced its intention to seek election of [seven] nominees to the Board at the upcoming meeting. While you may receive solicitation materials from Saba regarding these nominations, no
proposal or nomination from Saba is included in the Fund’s Proxy Statement or the enclosed proxy card. If properly presented at the Meeting and stockholders elect all of Saba’s
nominees, they will replace the entire current Board of Directors, which could result in material changes to the Fund. The Board recommends voting against any nomination on Saba’s [gold] card, or any other proxy card you receive from
Saba.]
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held On [ ], 2024:
This Proxy Statement, the Notice of Annual Meeting, a form of the proxy, and the Fund’s most
recent Annual and Semi-Annual Reports to stockholders are all available on the internet at
the following website: [http://www. ]
How You May Vote and Voting By Proxy
You can provide voting instructions by using telephone or internet options as instructed in the enclosed proxy card, or by
dating, executing and mailing the proxy card. You may also vote in person at the Annual Meeting, however, even if you intend to do so, please provide voting instructions by one of the methods described above. Except for Proposals (1) and (2), referred to above, the proxies confer discretionary authority on the persons named therein or their substitutes with respect to any business that may
properly come before the meeting. Stockholders retain the right to revoke executed proxies at any time before they are voted by written notice to the Fund, by executing a later dated proxy, or by appearing and voting at the meeting. All shares
represented at the meeting by proxies in the accompanying form will be voted, provided that such proxies are properly executed. In cases where a choice is indicated, the shares represented will be voted in accordance with the specifications so
made. In cases where no specifications are made, the shares represented will be voted FOR Proposals (1) and (2) and [FOR, ABSTAIN, or AGAINST] any other matters, including any vote on adjournments, acted
upon at the meeting in the discretion of the persons named as proxies.
Returning Saba’s [gold] proxy card, or any other proxy card you receive from Saba, will revoke any [WHITE] proxy card
previously returned to the Fund, even if you withhold votes on Saba’s nominees on the [gold] proxy card. Therefore, PLEASE DISCARD ANY [GOLD] PROXY CARD OR ANY OTHER COLORED PROXY CARD YOU RECEIVE, AND PLEASE VOTE USING ONLY THE ENCLOSED WHITE
PROXY CARD.
If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from the
holder of record that you must follow in order to vote your shares. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a broker’s
proxy card and bring it with you to the Annual Meeting in order to vote.
If you have questions regarding how to attend the meeting and vote in person, please contact the [Secretary of the Fund] by
telephone at [(800) 638-2479] or by email through [adamsfunds.com/contact].
Only stockholders of record at the close of business on [ ], may vote at the Annual Meeting. The total number of shares of
common stock of the Fund (“Common Stock”) outstanding and entitled to be voted on the record date was [ ]. Each share is entitled to one vote. The Fund has no other class of security outstanding.
For Proposal (1), referred to above, directors shall be elected by a plurality of the votes cast at the meeting. Proposal (2),
referred to above, requires the affirmative vote of a majority of the votes cast at the meeting.
A quorum is necessary to hold a valid meeting. If stockholders entitled to cast a majority of all the votes entitled to be
cast at the Annual Meeting are present in person or by proxy, a quorum will exist. Proxies received by the Fund that are marked “withhold authority” or abstain, or that constitute a broker non-vote, are counted as present for purposes of
establishing a quorum. A broker non-vote occurs when a broker returns a valid proxy but does not vote on a particular matter because the broker does not have the discretionary voting power for that matter and has not received instructions from
the beneficial owner. Proxies marked “withhold authority,” abstentions, and broker non-votes do not count as votes cast with respect to any proposal, and therefore, such proxies would have no effect on the outcome of Proposals (1) and (2) above.
Under Maryland law, there are no appraisal or other dissenter rights with respect to any matter to be voted on at the Annual
Meeting that is described herein.
The Fund will pay all costs of soliciting proxies for the Annual Meeting. To aid in the solicitation of proxies, the Fund has
retained [Morrow Sodali Fund Solutions, [430 Park Avenue, 14th Floor, New York, NY 10022] (“Morrow”)] for an estimated fee of about $[ ]. The Fund may incur additional fees if it requests additional services. Morrow estimates that
approximately [ ] of its employees will assist in the Fund’s proxy solicitation. In addition, officers, regular employees, and other agents of the Fund may solicit proxies in person, by telephone, videoconference, e-mail, text message,
facsimile, personal calls or other electronic means. None of the officers or employees will be paid for these services. The Fund expects to request brokers and nominees who hold stock in their names to furnish this proxy material to their
customers and to solicit proxies from them, and will reimburse such brokers and nominees for their out-of-pocket and reasonable clerical expenses in connection therewith. The Fund’s aggregate expenses in connection with its solicitation of
proxies, excluding normal expenses related to a non-contested solicitation of proxies and excluding salaries and wages of our officers and regular employees, are expected to aggregate to approximately $[ ], of which approximately $[ ] has been
spent to date.
The Fund is part of Adams Funds (the “Fund Complex”), which is composed of the Fund and Adams Natural Resources Fund, Inc.
(“PEO”), a closed-end investment company that is also traded on the New York Stock Exchange.
Corporate Governance Highlights
Our corporate governance is structured by the Board of Directors with a focus on the best interests of the Fund and its
stockholders and in a manner that aligns the interests of the Board and management with shareholders. Key features of this governance framework and the Board’s makeup include:
Structure and Independence
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Annual Board and committee evaluations
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Independent Audit Committee
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Risk and strategy oversight by the full Board and committees
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Regular rotation of committee chairs and members
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Executive session of independent directors at each regular meeting
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Succession and Diversity
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Mandatory director retirement age
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3 of 7 director nominees joined in the last 5 years
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7 of 7 director nominees with a background in finance or investing
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Extensive leadership experience; 4 former or current C-Suite officers
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3 female director nominees
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4 of 7 director nominees 64 years old or younger
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Other Best Practices
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[ ]% attendance at Board and committee meetings in 2023
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Active shareholder engagement with both institutional and individual investors
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Significant share ownership requirements for directors and senior executives
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Discussions between the Independent Chair and each director supplement formal Board assessment
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Policy and oversight of overboarding
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Open access for directors to all employees
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Ability of the Board and its committees to engage independent advisors at their sole discretion
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(1) NOMINEES FOR ELECTION AS DIRECTORS
Unless contrary instructions are given by the stockholder signing a proxy, it is intended that each proxy in the
accompanying form will be voted at the Annual Meeting for the election of the following nominees to the Board of Directors to serve until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualify, all of
whom have consented to serve if elected:
Kenneth J. Dale
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Mary Chris Jammet
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Frederic A. Escherich
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Lauriann C. Kloppenburg
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James P. Haynie*
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Jane Musser Nelson
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____________________
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Messrs. Haynie and Stoeckle are each an “interested person,” as defined by the Investment Company Act of 1940, as amended, as Mr. Haynie is an officer of
the Fund and Mr. Stoeckle was an officer of the Fund.
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If for any reason one or more of the above-named nominees shall become unable or unwilling to serve
when the election occurs, proxies in the accompanying form will, in the absence of contrary instructions, be voted for the election of the other above-named nominees and may be voted for substitute nominees in the discretion of the persons named
as proxies in the accompanying form. As an alternative to proxies being voted for substitute nominees, the size of the Board of Directors may be reduced so that there are no vacancies caused by an above-named nominee becoming unable or unwilling
to serve. The directors elected will serve until the next annual meeting or until their successors are duly elected and qualify, unless otherwise provided in the Bylaws of the Fund.
The Board of Directors unanimously recommends that stockholders vote FOR the election
of
each of the nominees.
Please discard and do NOT send back the [gold] proxy card, or any other proxy card
you may
receive from Saba, even to withhold votes on Saba’s nominees, as this may cancel your prior vote
for your Fund’s nominees.
Information as to Nominees for Election as Directors (as of December 31, 2023)
Set forth below with respect to each nominee for director are his or her name, address and age, any
positions held with the Fund, other principal occupations, other directorships during the past five years, business affiliations, the year in which he or she first became a director, and the number of shares of Common Stock beneficially owned by
him or her. Also set forth below is the number of shares of Common Stock beneficially owned by all the directors and executive officers of the Fund as a group. A separate table is provided showing the dollar value range of the shares beneficially
owned by each director.
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Name, Age, Positions with the Fund,
Other Principal Occupations and Other Directorships
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Has Been a Director Since
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Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director
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Shares of Common Stock Beneficially Owned (a)(b)(c)
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Independent Directors
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Kenneth J. Dale, 67, Senior Vice President and Chief Financial Officer of
The Associated Press. Formerly, Vice President, J.P. Morgan Chase & Co. Inc. Currently, the Chair of the Board of the Fund and of PEO(d).
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2008
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2
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Frederic A. Escherich, 71, Private Investor. Formerly, Managing Director and head of Mergers and Acquisitions Research and
the Financial Advisory Department of J.P. Morgan & Co. Inc. Currently, a director of PEO(d).
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2006
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2
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Mary Chris Jammet, 56, Principal with Bristol Partners LLC. Previously served
as Senior Vice President and Portfolio Manager at Legg Mason, Inc. (now Franklin Templeton). Currently, a director of PEO(d) and a director of MGM Resorts International. In addition, within the past five years, Ms. Jammet
served as a director of Payless ShoeSource Inc.
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2020 |
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2
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Lauriann C. Kloppenburg, 63, Retired Chief Strategy Officer and former Chief
Investment Officer - Equity Group of Loomis Sayles & Company, LP. Currently, a director of PEO(d), a Trustee of Transamerica Funds, of Transamerica Series Trust, and of Transamerica Asset Allocation Variable Funds; an
adviser to a family office; and an Executive in Residence, Champlain College. Formerly, Executive in Residence, Hughey Center for Financial Services, Bentley University.
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2017 |
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2
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Jane Musser Nelson, 65, Retired Managing Director, Investments, Cambridge
Associates. Currently, a director of PEO(d) and an adviser to investment firms, foundations and trusts. Formerly a director of First Eagle Alternative Capital BDC, Inc., and of Alcentra, an asset management subsidiary of BNY
Mellon. Formerly, served in senior management roles at Bain Capital, ING Capital Advisors and Eaton Vance.
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2021
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2
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Interested Directors
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Mark E. Stoeckle, 67, Former CEO and President of the Fund. Currently, also a
director of PEO(d). Formerly, CEO of PEO and prior to that, Chief Investment Officer, U.S. Equities and Global Sector Funds, BNP Paribas Investment Partners.
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2013 |
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2
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James P. Haynie, 61, Chief Executive Officer of the Fund. Currently, also CEO
and President of PEO(d). Formerly, Chief Investment Officer, U.S. Equities and Global Sector Funds, BNP Paribas Investment Partners.
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2023 |
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Directors and executive officers of the Fund as a group.
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____________________
(a)
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To the Fund’s knowledge, except for the shares referred to in footnote (b) below, each director and officer had sole investment and
sole voting power with respect to the shares shown opposite his or her name.
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(b)
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The amounts shown include vested but deferred stock units under the Fund’s 2005 Equity Incentive Compensation Plan (see “2005 Equity
Incentive Compensation Plan” below) for the following director: [[ ] held by Mr. Dale. No such shares or units were held by Mr. Escherich, Ms. Jammet, Ms. Kloppenburg, Ms. Musser Nelson, Mr. Stoeckle, or Mr. Haynie.]
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(c)
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All share information as of [ ], 2024. Calculated on the basis of [ ] shares of Common Stock outstanding on [ ], 2024, each
director owned [less than 1.0%] of the Common Stock outstanding.] The directors and executive officers as a group owned [less than 1.0%] of the Common Stock outstanding.
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(d)
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Non-controlled affiliate of the Fund (a closed-end investment company), which is part of the Fund Complex. The length of the PEO
Board service is identical to the period served for the Fund.
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The address for each director is the Fund’s headquarters office, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202.
Additional information about each director follows, supplementing the information in the table above and describing some of the
specific experience, qualifications, attributes, or skills each director possesses that led the Board to conclude he or she should serve as a director.
1) Kenneth J. Dale
Mr. Dale has served as the Chair of the Fund’s Board of Directors since April 21, 2022. Mr. Dale brings broad expertise in
financial management to the Board. He serves as Senior Vice President and Chief Financial Officer of The Associated Press (AP), one of the largest newsgathering organizations in the world. His responsibilities at AP include all corporate
finance activities, internal audit, global real estate, administrative services, and oversight of AP’s software business, ENPS. Prior to joining AP, Mr. Dale spent 21 years as an investment banker at J.P. Morgan Chase & Co. Inc., advising
media and entertainment clients on mergers and acquisitions and corporate finance transactions. He has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by his fellow directors and has
served as the Chair of the Fund’s Audit Committee.
2) Frederic A. Escherich
Mr. Escherich brings to the Board extensive knowledge of securities investing and stock valuation gained from his 25 years
at J.P. Morgan & Co. Inc. During his tenure at J.P. Morgan, Mr. Escherich served as head of mergers and acquisitions research for many years, and his responsibilities included evaluating numerous issues related to maximizing shareholder
value and setting policies and procedures in connection with the valuation of companies, the assessment of various transaction types, analytical techniques, and securities. Since retiring in 2002, Mr. Escherich has focused full-time on
private investing and is familiar with the dynamics of today’s equity markets. He has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by his fellow directors and has served as the
Chair of the Fund’s Audit Committee.
3) Mary Chris Jammet
Ms. Jammet is a seasoned investment management professional and experienced corporate board member who brings more than 30
years of experience to the Fund. Currently a Principal with Bristol Partners LLC, Ms. Jammet served as Senior Vice President and Portfolio Manager at global asset management firm Legg Mason, Inc. (now Franklin Templeton), where she was
responsible for $20 billion in client assets before retiring in 2013. Ms. Jammet is a member of the Board of Directors of MGM Resorts International (NYSE: MGM), and a former Corporate Director for Payless ShoeSource Inc. She currently serves
as an Advisor to Loyola University Maryland’s Finance Department and is a member of the National Association of Corporate Directors, as well as the Women Corporate Directors Foundation. Ms. Jammet holds a CERT Certificate in Cybersecurity
Oversight, awarded by the Software Engineering Institute, Carnegie Mellon University. She has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by her fellow directors.
4) Lauriann C. Kloppenburg
Ms. Kloppenburg brings a wealth of knowledge of securities investing and the investment management industry to the Board,
having served in many key roles at Loomis Sayles & Company, an investment management firm with more than $300 billion under management. During her more than 30-year career with Loomis Sayles, Ms. Kloppenburg was, at various times, the
Director of Equity Research, Director of Large-Cap Equities, Chief Investment Officer - Equity Group, and Chief Strategy Officer, in addition to serving as a member of the firm’s
board of directors. Ms. Kloppenburg is a member of the Boards of Trustees of Transamerica Funds, Transamerica Series Trust, and Transamerica Asset Allocation Variable Funds. She also serves as an adviser to a private family office. Ms.
Kloppenburg has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by her fellow directors.
5) Jane Musser Nelson
Ms. Musser Nelson is a seasoned investment management professional specializing in traditional and alternative financial
assets, as well as an experienced corporate board member who brings more than 30 years of investment management expertise to the Fund. Currently an adviser to investment firms, foundations and trusts, Ms. Musser Nelson formerly was the
Managing Director of Investments for Cambridge Associates, a global asset manager for endowments, private wealth and pension plans. Prior to that she served in senior management roles at Bain Capital, ING Capital Advisors and Eaton Vance. Ms.
Musser Nelson is a member of the Board of Directors of First Eagle Alternative Capital BDC, Inc. and a director of Alcentra, an asset management subsidiary of BNY Mellon. Ms. Musser Nelson has been deemed an audit committee financial expert,
as that term is defined in federal securities regulations, by her fellow directors.
6) Mark E. Stoeckle
Mr. Stoeckle has been CEO of the Fund and PEO since February 11, 2013. He was elected to the Board of Directors of the
Fund and PEO on February 13, 2013, and has served as President of the Fund since January 21, 2015. Mr. Stoeckle’s distinguished career in financial services and asset management spans over 30 years, and he brings a wealth of investment and
business experience to the role. Previously, he was Chief Investment Officer, U.S. Equities and Global Sector Funds, at the global investment management firm BNP Paribas Investment Partners.
7) James P. Haynie
Mr. Haynie, 60, is CEO-elect of the Fund and has served as Executive Vice President of the Fund since January 21, 2015.
Before that, he served as President of the Fund beginning on August 19, 2013. He has also served as the President of PEO since January 21, 2015 and as the Executive Vice President of PEO from August 19, 2013 to January 21, 2015. Prior to
joining the Fund, he was Chief Investment Officer, U.S. Equities at BNP Paribas Investment Partners from February to August 2013 and was Senior Portfolio Manager at BNP Paribas Investment Partners from 2005 to 2013.
|
Independent Directors
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Aggregate Dollar Range of Shares Owned in the Fund(1)
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Aggregate Dollar Range of Shares Owned in all Registered Investment Companies Overseen by Director in the Fund Complex(1)
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Kenneth J. Dale
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greater than $100,000
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[ ]
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Frederic A. Escherich
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greater than $100,000
|
[ ]
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Mary Chris Jammet
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greater than $100,000
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[ ]
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Lauriann C. Kloppenburg
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greater than $100,000
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[ ]
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Jane Musser Nelson
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greater than $100,000
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[ ]
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Interested Directors
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Mark E. Stoeckle
|
greater than $100,000
|
[ ]
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James P. Haynie
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greater than $100,000
|
[ ]
|
(1) As of [ ], 2024
The Board has adopted equity ownership requirements for the directors and senior staff. Under these equity
ownership requirements, the Chief Executive Officer, portfolio managers, research analysts, and other executive officers must own a certain value of equity in the Fund Complex with a cost basis equal to
a multiple of salary. Non-employee directors must own at least $100,000 by cost basis of the Fund’s Common Stock within 5 years of joining the Board.
The nominees for election as directors of the Fund identified above are also the nominees for election to the Board of
Directors of PEO, the Fund’s non-controlled affiliate that is part of the Fund Complex, of which the Fund owned [ ] shares, representing [ ]% of the outstanding Common Stock, on December 31, 2023.
Board Leadership Structure
Five of the Fund’s seven directors are not “interested persons,” as defined by the Investment Company Act of 1940, as
amended (the “Act”), and are independent directors. Messrs. Haynie and Stoeckle are the only director nominees who are “interested persons” under the Act and thus not an independent director. The Board has elected Mr. Kenneth J. Dale, an
Independent Director, to serve as the Chair of the Board.
Board’s Oversight of Risk Management for the Fund
The Board’s role in risk management of the Fund is that of oversight. The internal staff of portfolio managers, research
analysts, and administrative personnel is responsible for the day-to-day management of the Fund, including risk management in such aspects as investment performance and investment risk, valuation risk, issuer and counterparty credit risk,
compliance risk, and operational risk. As part of its oversight, the Board has delegated to the Audit Committee the primary role of overseeing the assessment and management of risks, including major financial risks, by the Fund’s management
and the steps that management has taken to monitor and control such risks. The Audit Committee reports to the Board at least quarterly on its discussions of these items with management. In addition, the Board, acting at its regularly
scheduled meetings, receives reports from senior management, including the Fund’s portfolio management team, the Chief Compliance Officer, and the Chief Financial Officer. Between Board meetings, the Executive Committee, and/or the Chair of
the Board, and/or the Chairman of the Audit Committee, as appropriate, interact with the CEO and other senior executives on any matter requiring action by or notice to the Board. The Board also receives periodic presentations from senior
management regarding specific operational, compliance, or investment areas, such as business continuity, personal trading, valuation, investment research, and securities lending, and receives reports from the Fund’s General Counsel regarding
regulatory, compliance, and governance matters. The Fund believes that its leadership structure enhances risk oversight. It should be noted that, in its oversight role, the Board is not a guarantor of the Fund’s investments or activities.
Process for Stockholders to Communicate with Board
The Board of Directors has implemented a process for stockholders of the Fund to send communications to the Board. Any
stockholder desiring to communicate with the Board, or with specific individual directors, may do so by writing to the Secretary of the Fund at Adams Diversified Equity Fund, Inc., 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, or by
sending an email message to the Secretary at [adamsfunds.com/contact]. The Secretary has been instructed by the Board to promptly forward all such communications to the addressees indicated thereon.
Policy on Board of Directors’ Attendance at Annual Meetings
The Fund’s policy with regard to attendance by the Board of Directors at Annual Meetings is that all directors are
expected to attend Annual Meetings that occur on the same day as a Board meeting, absent unusual and extenuating circumstances that prohibit attendance. All of the directors submitted for election attended the 2023 Annual Meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director and officer of the Fund who is subject to Section 16 of the Securities Exchange Act of 1934, as amended, and
persons who own more than ten percent of a registered class of the Fund’s securities are required to report to the Securities and Exchange Commission (the “Commission”) by a specified date his or her beneficial ownership of or transactions in
the Fund’s securities. Based upon a review of filings with the Commission, such forms received by the Fund, and written representations that no other reports are required, the Fund believes that each director and officer filed all requisite
reports with the Commission on a timely basis during 2023. [The Fund is not aware of any greater-than-ten-percent beneficial owners during 2023.]
Information as to Other Executive Officers
Set forth below are the names, ages, and positions with the Fund, as of December 31, 2023, of all executive officers of
the Fund other than those who also are director nominees. Executive officers serve as such until the election of their successors.
Mr. Brian S. Hook, 54, has served as Vice President, Chief Financial Officer and Treasurer of the Fund and PEO since March
19, 2013. Prior thereto, he served as Chief Financial Officer and Treasurer of the Fund and PEO from March 20, 2012 to March 19, 2013, as Treasurer of the Fund and PEO from June 1, 2009 to March 20, 2012, and as Assistant Treasurer of the
Fund and PEO from September 2008 to June 1, 2009. Prior to joining the Fund, he was a Vice President and Senior Manager at T. Rowe Price and a business assurance manager with Coopers & Lybrand L.L.P. prior thereto.
Ms. Janis F. Kerns, 60, has served as Vice President of the Fund and PEO since April 15, 2021, as the General Counsel,
Secretary and Chief Compliance Officer since July 3, 2018, and as Assistant General Counsel from January 22, 2018 to July 3, 2018. Prior to joining the Fund in January 2018, she was Of Counsel in a prominent Washington, D.C. law firm.
Previously, Ms. Kerns served for three years on the staff of the U.S. Securities and Exchange Commission in the Division of Investment Management’s Office of Investment Company Regulation. She also worked for two years as internal legal
counsel for Paine Webber Group (now UBS Wealth Management USA). Ms. Kerns has more than 27 years of legal and compliance experience in the investment management industry.
Mr. D. Cotton Swindell, 60, is President of the Fund and previously served as Executive Vice President since January 21,
2015. Prior to that, he served as Vice President-Research beginning on March 30, 2004, and as a research analyst beginning in 2002. Prior to joining the Fund, Mr. Swindell was an Equity Analyst with Wachovia Securities and for 10 years, an
Equity Analyst with Alex. Brown & Sons. Earlier in his career, he worked at Prudential-Bache Securities in investment banking and fixed-income trading.
The address for each executive officer is the Fund’s headquarters office, 500 E. Pratt Street, Suite 1300, Baltimore, MD
21202.
|
Name
|
Security Ownership of Management of the Fund(a)
|
Shares of Common
Stock Beneficially
Owned (b)(c)
|
|
Brian S. Hook
|
|
[ ]
|
|
Janis F. Kerns
|
|
[ ]
|
|
D. Cotton Swindell
|
|
[ ]
|
____________________
| (a) |
As of [ ], 2024. Share ownership of directors and executive officers as a group is shown in the table beginning on page [ ] and
footnotes thereto.
|
| (b) |
To the Fund’s knowledge, each officer had sole investment and sole voting power with respect to the shares shown opposite his or her
name.
|
| (c) |
Calculated on the basis of [ ] shares of Common Stock outstanding on [ ], 2024, each of the executive officers listed herein owned
[less than 1.0%] of the Common Stock outstanding.
|
At December 31, 2023, [one group of persons] was known by the Fund to own beneficially five percent
or more of any class of the Fund’s voting securities.
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Title of Class
|
|
Name and Address of Beneficial Owner
|
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Amount and Nature of Beneficial Ownership
|
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Percent of Class
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Board Meetings and Committees of the Board
The Board held [ ] regular meetings and [ ] special meeting[s] in 2023. Overall attendance for each incumbent director was
[ ]% of the total of all (i) meetings of the Board and (ii) meetings of committees of the Board on which he or she served in 2023. Further information about the Board and its committees is provided below.
Ms. Jammet (Chair), Mr. Dale, Mr. Escherich, Ms. Kloppenburg, and Ms. Musser Nelson, each of whom is an independent director
as such is defined by the rules of the New York Stock Exchange, and none of whom is an “interested person” as such is defined by the Act, constitute the membership of the Board’s Audit Committee, which met [ ] times in 2023. The Board has
determined each of Ms. Jammet, Mr. Dale, Mr. Escherich, Ms. Kloppenburg, and Ms. Musser Nelson to be an audit committee financial expert, as that term is defined in federal securities regulations. The Board has adopted a written charter under
which the Committee operates. A copy of the Audit Committee Charter (“Charter”) is available on the Fund’s website: adamsfunds.com. Set forth below is the report of the Committee for the 2022 fiscal year as the audit of the Fund’s 2023
fiscal year is not yet complete. Once the audit is complete and the Audit Committee has met with the Fund’s auditors, the Fund will file the 2023 Audit Committee Report in additional proxy materials.
The purposes of the Audit Committee are set forth in the Committee’s written Charter. As provided in the Charter, the role of
the Committee is to assist the Board of Directors in its oversight on matters relating to accounting, financial reporting, internal control, auditing, risk assessment and risk management, regulatory compliance activities, and other matters the
Board deems appropriate. The Committee also selects the Fund’s independent registered public accounting firm in accordance with the provisions set out in the Charter. Management, however, is responsible for the preparation, presentation, and
integrity of the Fund’s financial statements, and for the procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and
carrying out proper audits.
In fulfilling its responsibilities, the Committee has reviewed and discussed the audited financial statements contained in the
2022 Annual Report of the Fund with the Fund’s management and with PricewaterhouseCoopers LLP (“PwC”), the Fund’s independent registered public accounting firm. In addition, the Committee has discussed with PwC the matters required to be
discussed pursuant to Statement of Auditing Standards No. 61, as modified or supplemented. The Committee has also received from PwC the written disclosures and the letter required by applicable requirements of the Public Company Accounting
Oversight Board regarding PwC’s communications with the Committee concerning independence, considered whether the provision of nonaudit services by PwC is compatible with maintaining PwC’s independence, and discussed with PwC its independence.
In reliance on the reviews and discussions with management and PwC referred to above, and subject to the limitations on the
responsibilities and role of the Committee set forth in the Charter and discussed above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Fund’s 2022 Annual
Report for filing with the Securities and Exchange Commission.
Respectfully submitted on February 9, 2023, by the members of the Audit Committee of the Board of Directors:
|
|
Kathleen T. McGahran, Chair
Mary Chris Jammet
Jane Musser Nelson
|
Ms. Kloppenburg (Chair), Mr. Escherich, Ms. Jammet, Ms. Musser Nelson, and Mr. Stoeckle constituted the membership of the
Board’s Compensation Committee, which met [ ] times in 2023. The Committee reviews and approves the compensation of the directors, officers, and employees, including salaries and the cash incentive compensation plans in which the executive
officers, officers and employees of the Fund are eligible to participate. The Board has adopted a written charter under which the Compensation Committee operates, a copy of which is available on the Fund’s website: adamsfunds.com.
Mr. Dale (Chair), Mr. Escherich, Ms. Kloppenburg, Ms. Jammet and Mr. Haynie constitute the membership of the Board’s Executive
Committee, which met [ ] time in 2023. The Committee has the authority of the Board of Directors between meetings of the Board except as limited by law, the Fund’s Bylaws, or Board resolution.
Nominating and Governance Committee
Mr. Escherich (Chair), Ms. Jammet, Ms. Kloppenburg, Ms. Musser Nelson and Mr. Stoeckle constituted the membership of the
Board’s Nominating and Governance Committee, which met [ ] times in 2023. The Board has adopted a written charter under which the Nominating and Governance Committee operates, a copy of which is available on the Fund’s website: adamsfunds.com.
Among other responsibilities, the Committee supervises and reviews Board composition, director nominations, and corporate
governance matters. For director nominations, the Committee leads the search for qualified director candidates, including canvassing, recruiting, evaluating and recommending nominees to the full Board.
Stockholders may recommend candidates for consideration by the Committee by writing to the Secretary of the Fund at the office
of the Fund, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, giving the candidate’s name, biographical data, and qualifications, and stating whether the candidate would be an “interested person” of the Fund. A written statement from the
candidate, consenting to be named as a candidate, and if nominated and elected, to serve as a director, should accompany any such recommendation.
In connection with the Annual Meeting, Saba submitted a notice of intent to nominate director nominees. [The Nominating and Governance
Committee and the Board reviewed Saba’s notice of intent and additional information, including that provided by Saba regarding the qualifications of its director nominees, along with information regarding the Fund Nominees. After careful
consideration, the Nominating and Governance Committee determined to recommend the Fund Nominees to the Board and the Board determined to nominate the Fund Nominees. The Board therefore recommends that stockholders vote FOR the Board Nominees on
the WHITE proxy card and NOT vote for Saba’s nominees on the [gold or any other colored card].]
The Board appreciates the value of diversity in its membership. In practice, when evaluating director candidates, the
Committee and the full Board considers the diversity of skills, experience and/or perspective a prospective nominee would bring to the Board, both individually and in the context of the Board’s existing membership at the time such potential
candidate is considered.
Transactions with Adams Natural Resources Fund, Inc.
The Fund shares certain expenses for research, accounting services, other office services (including proportionate
salaries and other employee benefits), rent and related expenses, and miscellaneous expenses, such as office supplies, postage, subscriptions, and travel, with PEO. These expenses were paid by the Fund and, on the date the payment was made, PEO
simultaneously paid to the Fund its allocated share of such expenses, based on either the proportion of the size of the investment portfolios of the two funds, relative net assets of the two funds excluding affiliated holdings, or, where
possible, on an actual usage basis, in accordance with the Fund’s expense allocation policy. In 2023, the Funds incurred $[ ] in shared expenses, and PEO’s share of such expenses was $[ ].
Compensation of Directors and Executive Officers
Each director who is not an interested person receives a retainer fee of $[ ] for the fiscal year corresponding to their
term of service. In addition, the Board Chair and Chairperson of each committee receive $[ ] and $[ ], respectively, for the fiscal year corresponding to their service in each capacity. The total amount of fees paid to independent directors
during the calendar year ended December 31, 2023 was $[ ].
The following table sets forth for each of the persons named below the aggregate compensation received from the Fund during
the calendar year ended December 31, 2023, for services in all capacities:
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Name
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Position
|
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Aggregate Compensation
from the Fund
(1)
|
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Total Compensation
from Fund and
Fund Complex paid
to Directors (2)
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N/A
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D. Cotton Swindell
|
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Executive Vice President
|
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[ ]
|
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N/A
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Independent Directors
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|
|
|
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Kenneth J. Dale
|
|
Chair of the Board (a)
|
|
[ ] |
|
$[ ] |
|
Frederic A. Escherich
|
|
Director(a)(c)(d)
|
|
[ ] |
|
[ ] |
|
Mary Chris Jammet
|
|
Director (b)(d)
|
|
[ ] |
|
[ ] |
|
Lauriann C. Kloppenburg
|
|
Director(a)(c)(d)
|
|
[ ] |
|
[ ] |
|
Jane Musser Nelson
|
|
Director (a)(b)(c)(e)
|
|
[ ] |
|
[ ] |
|
Interested Director
|
|
Director(b)(c)
|
|
[ ] |
|
|
Mark E. Stoeckle
|
|
Director
|
|
[ ] |
|
$[ ] |
(1)
|
Each officer received matching and discretionary deferred compensation under the Fund’s Employee Thrift Plan and Executive
Nonqualified Supplemental Thrift Plan (see “Employee Thrift Plans” below). The non-employee directors do not participate in these plans. Of the amount shown, aggregate deferred compensation from the Fund for Messrs. Stoeckle, Haynie, and
Swindell was $[ ], $[ ], and $[ ], respectively. |
(2)
|
Includes total compensation paid to directors for service on the boards of investment companies in the Fund Complex, which is
composed of two closed-end investment companies, including the Fund. Mr. Stoeckle receives no compensation for his services as a director of the Fund and PEO. |
(a)
|
Member of Executive Committee |
(b)
|
Member of Audit Committee |
(c)
|
Member of Compensation Committee |
(d)
|
Member of Nominating and Governance Committee |
2005 Equity Incentive Compensation Plan
In 2005, the Board of Directors adopted and shareholders approved the Fund’s 2005 Equity Incentive Compensation Plan (“2005
Plan”). Stockholders reapproved the 2005 Plan in 2010, and it expired by its terms on April 27, 2015. The 2005 Plan was administered by the Compensation Committee, and awarded grants of restricted and deferred stock units and dividend
equivalents on those units. All grants under the 2005 Plan vested prior to 2019. Certain restricted and deferred stock units awarded under the 2005 Plan, for which payment has been deferred by election of the recipient, remain outstanding. All
deferred and outstanding awards represent rights to receive Fund stock.
Employees of the Fund who have completed six months of service may defer up to [100]% of base salary and cash
incentive compensation to a tax qualified thrift plan (“Thrift Plan”) instead of being paid currently, and the Fund contributes an amount equal to [100]% of each employee’s contribution (up to [6]% of base salary and cash incentive
compensation) but not in excess of the maximum permitted by law (see footnote (1) to the Compensation Table set forth above regarding 2023 contributions for the officers identified therein). The Fund also has the discretion to contribute
[annually] to each employee’s thrift plan account an amount of up to [6]% of the employee’s combined base salary and cash incentive compensation attributable to the prior year’s service with the Fund. All
employee contributions are credited to the employee’s individual account. Employees may elect that their salary deferral and other contributions be invested in the common stock of the Fund or PEO, or a number of mutual funds, or a combination
thereof. All of the Fund’s matching contribution is invested in accordance with the employee’s investment elections. An employee’s interest in amounts derived from the Fund’s contributions becomes non-forfeitable upon completion of [36]
months of service or upon death or retirement. Payments of amounts not withdrawn or forfeited under the Thrift Plan may be made upon retirement or other termination of employment.
The Fund also maintains an Executive Nonqualified Supplemental Thrift Plan for eligible employees of the Fund (the
“Nonqualified Plan”). The purpose of the Nonqualified Plan is to provide deferred compensation in excess of contribution limits imposed by the Internal Revenue Code on tax-qualified thrift plans, including the Thrift Plan described above. In
accordance with such limitations, for 2023, the maximum annual amount that an individual can defer to the Thrift Plan is $[20,500] for those under the age of 50, and $[27,000] for those age 50 and over, and the maximum combined amount –
consisting of both the employee’s contributions and the Fund’s matching contributions – that can go into the Thrift Plan is $[61,000] per year for those under the age of 50 and $[67,500] per year for those age 50 and over.
The Nonqualified Plan permits an eligible employee to contribute to the Nonqualified Plan up to the maximum amount of 6% of
the employee’s salary and cash incentive compensation that he or she is prevented from contributing to the Thrift Plan because of the Internal Revenue Code’s limitations on annual contributions, and for the Fund to contribute the [100]%
matching contribution on that sum and/or the Fund’s discretionary contribution that would otherwise be limited by the Internal Revenue Code’s limitations on annual contributions. The employee’s contributions and the Fund’s contributions to the
Nonqualified Plan are invested in eligible mutual funds in accordance with the employee’s investment elections.
During the past fiscal year, the Fund paid brokerage commissions in the amount of $[ ] on the purchase and sale of
portfolio securities traded on the New York Stock Exchange and the National Association of Securities Dealers Automated Quotation System, and on swap transactions, substantially all of which were paid to brokers providing research and other
investment services to the Fund. The average per share commission rate paid by the Fund was $[ ]. No commissions were paid to an affiliated broker.
Portfolio Turnover
The portfolio turnover rate (purchases or sales, whichever is lower, as a percentage of average portfolio value) for the past three years has been as follows:
|
2022
|
2021
|
2020
|
|
[ ]%
|
[ ]%
|
[ ]%
|
The ratio of expenses to the average net assets of the Fund for the past three years
has been as follows:
|
2023
|
2022
|
2021
|
|
[ ]%
|
0.54%
|
0.56%
|
The Board of Directors unanimously recommends that stockholders vote FOR the election of
each of the nominees for director.
Please discard and do NOT send back the [gold] proxy card, or any other proxy card you may
receive from Saba, even to withhold votes on Saba’s nominees, as this may cancel your prior vote
for your Fund’s nominees.
(2) RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
As permitted under the Act, the Audit Committee selected PricewaterhouseCoopers LLP, 100 E. Pratt Street, Suite 2600, Baltimore, MD 21202, an
independent registered public accounting firm, for recommendation to the full Board as the independent registered public accounting firm to audit the books and accounts of the Fund for the year ending December 31, 2023. PricewaterhouseCoopers LLP
was the Fund’s principal auditor during the year 2023. A majority of the members of the Board of Directors who are not “interested persons” (as defined by the Act) have approved the selection of PricewaterhouseCoopers LLP as the Fund’s
independent registered public accounting firm for 2023. While not required under the Act, the Audit Committee and the Board of Directors have determined to submit for stockholder ratification[, as in prior years,] the selection of
PricewaterhouseCoopers LLP as the Fund’s independent registered public accounting firm for 2023 at the Annual Meeting. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP, the Board of Directors will reconsider whether
or not to appoint PricewaterhouseCoopers LLP, but may nonetheless appoint such firm. Representatives of PricewaterhouseCoopers LLP are expected to be present at the meeting to make a statement, if they so desire, and to respond to appropriate
questions. The Fund has been informed that PricewaterhouseCoopers LLP does not have any direct financial or any material indirect financial interest in the Fund.
Independent Accountant Fees
Audit Fees
The aggregate fees for professional services rendered by the Fund’s independent registered public accounting firm,
PricewaterhouseCoopers LLP, for the audit of the Fund’s annual financial statements for 2023 and 2022 were $[ ] and $[ ], respectively.
Audit-Related Fees
There were [no audit-related fees in 2023 or 2022].
Tax Fees
The aggregate fees for professional services rendered to the Fund by PricewaterhouseCoopers LLP for the review of the Fund’s
excise tax calculations and preparations of federal, state, and excise tax returns for 2023 and 2022 were $[ ] and $[ ], respectively.
All Other Fees
Other fees for services rendered to the Fund by PricewaterhouseCoopers LLP for 2023 and 2022 were $[ ] and $[ ],
respectively. Fees were related to licenses for technical reference tools.
The Board’s Audit Committee has considered the provision by PricewaterhouseCoopers LLP of the services covered in this All Other Fees section and found that they are compatible with maintaining PricewaterhouseCoopers LLP’s independence.
Audit Committee Pre-Approval Policy
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the
independent auditors. In assessing requests for services by the independent auditors, the Committee considers whether such services are consistent with the auditor’s independence; whether the independent
auditors are likely to provide the most effective and efficient service based upon their familiarity with the Fund; and whether the service could enhance the Fund’s ability to manage or control risk or improve financial statement audit and
review quality. The Committee may delegate pre-approval authority to its Chair. Any pre-approvals by the Chair under this delegation are to be reported to the Committee at its next scheduled meeting. [All services performed for 2023 were
pre-approved by the Committee.]
The Board of Directors unanimously recommends ratification of the selection of
PricewaterhouseCoopers LLP.
OTHER MATTERS AND ANNUAL REPORT
As of the date of this proxy statement, management knows of no other business that will come before the meeting. Should other
business be properly brought up, it is intended that proxies in the accompanying form will be voted thereon in accordance with the judgment of the person or persons voting such proxies.
The Annual Report of the Fund for the year ended December 31, [2023], including financial statements, will
be mailed to all stockholders [entitled to notice of and to vote at the Annual Meeting to be held on [ ], 2024]. A copy of the Fund’s most recent Annual Report and Semi-Annual Report succeeding such most recent Annual Report, if any, will be
furnished to other stockholders, without charge, upon request. You may request a copy by contacting the Secretary of the Fund at 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, by telephoning the Fund at [(800) 638-2479], or by sending an
email message to [adamsfunds.com/contact].
Stockholder Proposals or Nominations for 2025 Annual
Meeting
Stockholder proposals for inclusion in the proxy statement and form of proxy relating to the 2025 Annual Meeting must be
received at the office of the Fund, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, no later than [ ], 2024 ([5 p.m.]).
In addition, for stockholder proposals or director nominations that a stockholder seeks to bring before the 2025 Annual
Meeting, but does not seek to have included in the Fund’s proxy statement and form of proxy for that meeting, the following requirements apply: Pursuant to the Fund’s Bylaws, in order for stockholder proposals or nominations of persons for
election to the Board of Directors to be properly brought before the 2025 Annual Meeting, any such stockholder proposal or nomination (including in the case of a nomination, the information required by the Fund’s advance notice Bylaws provisions)
must be received at the office of the Fund no earlier than [ ], 2024 and no later than [ ], 2024 ([5 p.m.]). The Fund’s advance notice Bylaw requirements are separate from, and in addition to, the Commission’s requirements (including the timing
requirements described in the preceding paragraph) that a stockholder must meet in order to have a stockholder proposal included in the proxy statement. Should the Fund determine to allow a stockholder proposal that is received by the Fund after
[ ] ([5 p.m.]) to be presented at the 2025 Annual Meeting, the persons named as proxies in the form accompanying the proxy statement for such meeting will have discretionary voting authority with respect to such stockholder proposal.