ADX Adams Diversified Equity Fund Inc

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

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Adams Diversified Equity Fund, Inc.

(Name of Registrant as Specified In Its Charter)

 

Saba Capital Management, L.P.

Boaz R. Weinstein

Paul Kazarian

Aditya Bindal

Karen Caldwell

John Karabelas

Neal Neilinger

Srinivas Dhulipala

Simon Reeves

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

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PRELIMINARY COPY SUBJECT TO COMPLETION

 

DATED [●]

 

Adams Diversified Equity Fund, Inc.

 

__________________________

 

PROXY STATEMENT

 

OF

 

Saba Capital Management, L.P.

_________________________

 

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

 

This proxy statement (this “Proxy Statement”) and the enclosed GOLD proxy card are being furnished by Saba Capital Management, L.P. (“Saba Capital”), Boaz R. Weinstein (“Mr. Weinstein,” and together with Saba Capital “Saba,” “we,” or “us”) and the Nominees (as defined below) named in Proposal 1 (the Nominees together with Saba, the “Participants”), in connection with the solicitation of proxies from the shareholders of Adams Diversified Equity Fund, Inc., a Maryland corporation and a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Fund”).

 

As a result of what we believe to be the continued poor investment performance of the Fund, the Fund’s common stock, par value $0.001 per share (the “Common Stock”) trade at a significant discount to the Fund’s net asset value (“NAV”).¹

 

For this reason and because we believe that the Fund’s board of directors (the “Board”) needs fresh ideas and perspectives to address the Fund’s persistent trading discount, we have nominated a slate of highly qualified and independent Nominees for election to the Board, whose election will send a strong message that the Fund’s shareholders are not satisfied with the Fund’s management and their inability to address the Fund’s significant discount to NAV.

 

We are convinced that NOW is the time to take action to close the Fund’s discount and we urge shareholders to elect the Nominees, who we believe, if elected, would serve the best interests of all shareholders.

 

We are therefore seeking your support at the upcoming 2024 annual meeting of shareholders, including any adjournments or postponements thereof and any special meeting which may be called in lieu thereof (the “Annual Meeting”), that is scheduled to be held on at [address], on [●], [●], 2024, at [●] a.m., local time.

 

This Proxy Statement and the enclosed GOLD proxy card are first being furnished to the Fund’s shareholders on or about [●].

 

Saba is seeking your support at the Annual Meeting with respect to the following proposals (the “Proposals”) and to consider and act upon any other business that may properly come before the Annual Meeting.

 

Proposal				Our Recommendation
	1.	To elect Saba’s slate of seven nominees — Paul Kazarian, Aditya Bindal, Karen Caldwell, John Karabelas, Neal Neilinger, Srinivas Dhulipala and Simon Reeves (each, a “Nominee” and collectively, the “Nominees”) — to serve as directors and hold office until the Fund’s 2025 annual meeting of shareholders, or until their respective successors are duly elected and qualified.		FOR ALL of the Nominees
	2.	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.		FOR the ratification and approval
		Such other business as may properly come before the Meeting or any adjournment or postponement thereof.

                                                                 

¹ From January 29, 2021 to January 29, 2024, the Fund’s average discount to NAV was -14.60%. Source: Morningstar. 

 

 

Based on the Fund’s preliminary proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2024 (the “Fund’s Proxy Statement”), the Board is currently comprised of seven directors, with all directors standing for election each year. Each director is elected for a term of one year, with the term of all of the directors expiring at each annual meeting of shareholders. At the Annual Meeting, seven directors are to be elected by holders of Common Stock for a one-year term expiring at the Fund’s 2025 annual meeting of shareholders. If at least four of the Nominees are elected, the Nominees will represent a majority of the members of the Board.

 

Through this Proxy Statement and enclosed GOLD proxy card, we are soliciting proxies in support of the election of the Nominees to serve as directors.

 

The Fund has set the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) as [●], 2024. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. As of the close of business on the Record Date, the Participants may be deemed to “beneficially own” (such term as used in Schedule 14A within the meaning of Rule 13d-3 or Rule 16a-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)), in the aggregate, [●] shares of Common Stock, including [●] shares of Common Stock held in record name. There were [●] shares of Common Stock outstanding as of the Record Date according to the Fund’s Proxy Statement.

 

We urge you to sign, date and return the GOLD proxy card “FOR ALL” of the Nominees in Proposal 1 and “FOR” the ratification and approval of the appointment of the independent auditor in Proposal 2. By returning the GOLD proxy card, you are authorizing Saba to vote on your behalf, and if you do not indicate how you would like to vote, your vote will be counted “FOR ALL” of the Nominees in Proposal 1 and FOR” Proposal 2.

 

According to the Amended and restated Bylaws of the Fund (the “Bylaws”) and the Fund’s Proxy Statement, the election of directors requires a plurality of the votes cast at the Annual Meeting, including by proxy. For all other matters, the affirmative vote of a majority of the votes cast at the Annual Meeting, including by proxy, shall be required.

 

Saba intends to deliver this Proxy Statement and the accompanying Form of GOLD Proxy Card to holders of at least the percentage of the Fund’s voting shares required under applicable law to elect the Nominees in Proposal 1 and to approve Proposal 2 at the Annual Meeting and otherwise intends to solicit proxies or votes from shareholders of the Fund in support of Proposals 1 and 2. This proxy solicitation is being made by Saba and not on behalf of the Board or management of the Fund or any other third party. We are not aware of any other matters to be brought before the Annual Meeting other than as described herein. Should other matters be brought before the Annual Meeting, the persons named as proxies in the enclosed GOLD proxy card will vote on such matters in their discretion to the extent allowed by Rule 14a-4(c)(3) under the Exchange Act.

 

If you have already voted using the Fund’s white proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Importantly, only the latest validly executed proxy that you submit will be counted. In addition, any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” in the Questions and Answers section.

 

For instructions on how to vote, including the quorum and voting requirements for the Fund and other information about the proxy materials, see the Questions and Answers section.

 

 

  

We urge you to promptly sign, date and return your GOLD proxy card.

 

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom. Toll free at (877) 972-0090 or collect at (203) 972-9300.

 

 

REASONS FOR THIS PROXY SOLICITATION

 

As one of the Fund’s largest shareholders, Saba is committed to improving the Fund for the benefit of all shareholders and, to this end, has nominated a slate of highly-qualified and independent Nominees to the Board, who, Saba believes, will bring fresh ideas and perspectives to address the Fund’s deep trading discount.

 

The Fund has persistently traded at a substantial discount to NAV. Specifically, from January 29, 2021 to January 29, 2024, the Fund’s average discount to NAV was -14.60%.² We believe the Board has been ineffective in addressing this discount to NAV. Saba is therefore nominating seven highly-qualified and independent director nominees who, if elected, will endeavor to close the Fund’s discount to NAV.

 

So that shareholders are aware, in 2020, the Fund opted into Maryland Control Share Acquisition Act and added certain provisions in the Bylaws purporting to strip voting rights with respect to a shareholder's acquisition of shares constituting as little as 10% of the Fund’s voting power (the “Vote Stripping Provisions”). The Vote Stripping Provisions were adopted in clear violation of the Investment Company Act of 1940’s statutory mandate that “every share of stock….. shall be a voting stock and have equal voting rights with every other outstanding voting stock”. To restore this federally protected shareholder right, on June 29, 2023, Saba Capital and certain of its affiliates (the “Saba Parties”) filed a complaint in the United States District Court's Southern District of New York (the “Court”) seeking to invalidate the Vote Stripping Provisions of the Fund, among other funds. On December 5, 2023 the Court granted summary judgement to the Saba Parties and declared the Vote Stripping Provisions to be in violation of federal law and ordered rescission of the Vote Stripping Provisions. In spite of this, the Fund has made no announcement disclosing that it has opted out of the Maryland Control Share Acquisition Act nor has it publicly filed or amended its Bylaws to remove the Vote Stripping Provisions. It is crucial for shareholders to know that the Fund is exposing itself to further material litigation risk if it continues to disenfranchise stockholders in violation of the Investment Company Act of 1940. Shareholders should be mindful of all of the foregoing and vote for the Nominees, not the incumbent Board who signed off on stripping shareholder rights through the Vote Stripping Provisions.

 

We urge you to join us and support the election of the Nominees by voting on the GOLD proxy card today.

 

The Fund’s Common Stock currently trade at a value significantly less than what the securities held by the Fund are worth.  We recommend voting “FOR ALL” seven of the Nominees in Proposal 1 who, if nominated, will endeavor to close the Fund’s discount to NAV.

 

 

                                                                  

² See Id.

 

 

PROPOSAL 1: ELECTION OF DIRECTORS

 

According to the Fund’s Proxy Statement, the Board is currently comprised of seven directors, each of whom are elected annually. According to the Fund’s Proxy Statement, there will be seven directors elected by holders of Common Stock at the Annual Meeting.

 

We are soliciting proxies to elect the Nominees— Paul Kazarian, Aditya Bindal, Karen Caldwell, John Karabelas, Neal Neilinger, Srinivas Dhulipala and Simon Reeves —to serve as directors with a term expiring at the 2025 annual meeting of shareholders (Proposal 1). The Participants intend to vote all of their Common Stock in favor of the Nominees.

 

The Nominees, if elected, will serve a one-year term until the 2025 annual meeting of shareholders, or until their successors have been duly elected and qualified. There is no assurance that any of the Fund’s nominees will serve as a director if one or more, but less than all, of the Nominees are elected to the Board.

 

The age and other information related to the Nominees shown below are as of the date of this Proxy Statement.

 

Nominees:

 

(1)	(2)	(3)	(4)	(5)	(6)
Name, Address, and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years and Qualifications	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director	Other Directorships Held by Director or Nominee for Director
PAUL KAZARIAN   Address c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New York, New York 10174   Age 38	None	N/A	Paul Kazarian has served as Partner, Closed-End Fund Portfolio Manager at Saba Capital, an investment advisor focused on credit and equity relative value strategies, since 2013, and is responsible for Exchange Traded products, including ETF arb and Closed-End Funds.   Mr. Kazarian has also served as a director of Saba Capital Income & Opportunities Fund II (fka. Templeton Global Income Fund) since May 2021.	N/A	Mr. Kazarian has served as a director of Saba Capital Income & Opportunities Fund II since May 2021.   Other than as disclosed herein, Mr. Kazarian has not held any directorships during the past five years.
Mr. Kazarian received his Bachelor of Arts in Political Science from Bates College.   Mr. Kazarian’s qualifications to serve as a director include expertise in bonds, loans, equities, derivatives, ETFs and Closed-End Funds.
ADITYA BINDAL   Address c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New York, New York 10174   Age 47	None	N/A	Aditya Bindal has served as Managing Director and Chief Risk Officer at Saba Capital, an investment advisor focused on credit and equity relative value strategies, since 2018. Previously, Mr. Bindal served as Chief Risk Officer at Water Island Capital, an event-driven investment firm with over $2.5 billion in AUM, where he was responsible for firmwide risk management, as well as developing quantitative research, from 2015 to 2018.	N/A	Mr. Bindal has served as a trustee on the Board of Trustees of Saba Capital Income & Opportunities Fund II since 2021 and as a trustee on the Board of Trustees of Saba Capital Income & Opportunities Fund since 2020.   Other than as disclosed herein, Mr. Bindal has not held any directorships during the past five years.
Mr. Bindal received a Ph.D. in Chemical Engineering from Rutgers University, Masters from Purdue University and a B.Tech from Indian Institute of Technology, Kharagpur in India.   Mr. Bindal’s qualifications to serve as a director include his deep financial expertise and the senior financial management positions he has held at multiple asset management firms.

 

 

Karen Caldwell   Address c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New York, New York 10174   Age 64	None	N/A	Karen Caldwell has served as the Chief Financial Officer of Reform Alliance, a non-profit organization dedicated to probation reform, since 2019. Previously, Ms. Caldwell served as the Chief Financial Officer and Treasurer of the NHP Foundation, a not-for-profit organization dedicated to increasing housing affordability, from 2018 to 2019.	N/A	Ms. Caldwell has served on the board of trustees of Saba Capital Income & Opportunities Fund since 2020, Finite Solar Finance Fund since 2021, and Saba Capital Income & Opportunities Fund II since 2023. She is the Chair of the Audit Committee for each of these funds.   Ms. Caldwell served as a member of the board of directors and on the Audit Committee of the Chicago Housing Authority from 2014 until 2015.   Other than as disclosed herein, Ms. Caldwell has not held any directorships during the past five years.
Ms. Caldwell earned a B.S. in Accounting from Florida A&M University, and an M.B.A. in Finance & Marketing from Northwestern University, Kellogg School of Management.   Ms. Caldwell’s qualifications to serve as a director include her extensive experience as senior management in various businesses and decades of leadership experience in top financial institutions.
John Karabelas   Address c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New York, New York 10174   Age 55	None	N/A	John Karabelas has served, since 2019, as a Managing Director and the Head of Institutional Investor Sales Americas at MUFG Bank, Ltd., (NASDAQ: MUFG) the largest bank in Japan, where he is currently responsible for all institutional sales activity across the firm’s Equities, Credit, Rates, Mortgages, Structured Products and Structured Solutions businesses. Mr. Karabelas previously served as President of Kildonan Castle Asset Management, an alternative investment manager primarily focused on Leveraged and Structured Credit as well as equities from 2017 to 2019.	N/A	Mr. Karabelas currently serves on the board of Education Reform Now, a non-profit organization focused on creating a public education system free of discrimination and inequity, so all students have access to the opportunities and resources they need in order to reach their full potential.   Other than as disclosed herein, Mr. Karabelas has not held any directorships during the past five years.
Mr. Karabelas earned an M.B.A. in Finance from New York University and a B.S. in Finance from the University of Massachusetts Amherst.   Mr. Karabelas’ qualifications to serve as a director include his decades of leadership experience in the financial services industry and his senior management experience across a diverse mix of large businesses and organizations.

 

 

Neal Neilinger   Address c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New York, New York 10174   Age 55	None	N/A	Neal Neilinger served as the Head of Family Office Coverage at Jefferies Financial Group Inc. (NYSE: JEF), an investment banking company, from 2021 to 2023. From 2020 to 2021, Mr. Neilinger served as a Strategic Advisor at Halo Investing, Inc., a technology platform that seeks to democratize access to investment solutions, connecting financial advisors and investors to protective investment products globally. Previously, Mr. Neilinger served as Advisor to the CEO of Sarasota Private Trust Company, a private trust company that offers wealth management, co-investing, trust and family office services, from 2017 to 2021. He also served as an Advisor to the Chairman of New York Private Bank & Trust from 2016 to 2021.	N/A	Mr. Neilinger has served as Past President and Service Member of Cos Cob Fire Police Patrol Inc. since 2013. Mr. Neilinger also served on the board of trustees of Greenwich United Way, a community fundraising organization in Greenwich, Connecticut from 2013 to 2016. Additionally, he co-founded the Colonial Williamsburg Foundation, a non-profit educational institution that preserves and operates the restored 18th-century capital of Virginia and served as its co-head from 2012 to 2015. Mr. Neilinger also served on the Board of Directors of Sabal Palm Bank in Sarasota, Florida from 2013 to 2022, where he was chairman of the Executive Committee. He also serviced as a director on the Board of Directors of Voya Prime Rate Trust (now known as Saba Capital Income & Opportunities Fund) (formerly NYSE: PPR, now NYSE: BRW) from 2020 to 2021.   Other than as disclosed herein, Mr. Neilinger has not held any directorships during the past five years.
Mr. Neilinger earned a B.A. in Political Science and Government from Bates College.   Mr. Neilinger’s qualifications to serve as a director include his diverse experiences in the private trust industry, including a vast array of positions in the financial sphere and his involvement serving on a variety of boards.

 

 

Srinivas Dhulipala   Address c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New York, New York 10174   Age 53	None	N/A	Srinivas Dhulipala has served as a General Partner and the CIO at New Form Capital since 2022. Prior to such position, he served as the Founder, Chief Investment Officer, and CEO of Kildonana Castle Asset Management LLP from 2011 to 2019, an asset management business with average assets under management of $450 million that Mr. Dhulipala built from the ground up.	N/A	Other than as disclosed herein, Mr. Dhulipala has not held any directorships during the past five years.
Mr. Dhulipala earned a B.E. in Mechanical Engineering from Osmania University in Hyderabad, India, and an M.S. in Mechanical Engineering from Virginia Polytechnic Institute and State University. Mr. Dhulipala then earned an M.B.A. from Columbia University.   Mr. Dhulipala’s qualifications to serve as a director include his hands-on experience as a high-impact leader and experience in the financial industry across a variety of positions at companies that are front-runners in their respective fields.
Simon Reeves   Address c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New York, New York 10174   Age 51	None	N/A	Simon Reeves has served as a Managing Partner at Pasadena Private Wealth, a financial advisory firm with over $1 billion in assets under management, since 2023. He previously served as Founder and Chief Executive Officer of TideRock Financial, LLC, an independent Registered Investment Advisory firm that he founded in 2010 and ran until its merger with Pasadena Private Wealth in 2023.		Mr. Reeves served on the Board of the Economic Self-Sufficiency Policy Research Institute at the University of California, Irvine from 2016 to 2019, and is a frequent speaker on topics related to global markets and investing at regional and national events. From 2010 to 2016 he served on the Board of Directors of Saddleback Memorial Foundation and, as a member of the Board’s Investment Committee, helped one of the leading non-profit hospital systems in Orange County, Calif. to invest its substantial portfolio and further its mission.   Other than as disclosed herein, Mr. Reeves has not held any directorships during the past five years.
Mr. Reeves earned a B.A. in General Studies with an emphasis on Global Economics from The University of Michigan. He is also a licensed insurance broker in the state of California.   Mr. Reeves’ qualifications to serve as a trustee include his decades of leadership experience in the financial services industry and his senior management experience across a diverse mix of businesses and organizations.

 

 

The Nominees do not currently hold, and have not at any time held, any position with the Fund. The Nominees do not oversee any portfolios in the Fund’s Fund Complex (as defined in the Investment Company Act of 1940 (the “40 Act”)).

 

 

As of the date of this Proxy Statement, the dollar range of the equity securities of the Fund beneficially owned by the Nominees and the aggregate range of equity securities in all funds to be overseen by the Nominees, are as follows: 

 

Name of Nominee	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Companies to be Overseen by the Nominee in a Family of Investment Companies
Paul Kazarian	None	None
Aditya Bindal	None	None
Karen Caldwell	None	None
John Karabelas	None	None
Neal Neilinger	None	None
Srinivas Dhulipala	None	None
Simon Reeves	None	None

 

None of the organizations or corporations referenced above is a parent, subsidiary, or other affiliate of the Fund. We believe that, if elected, the Nominees will be considered independent directors of the Fund under (i) the pertinent listing standards of the New York Stock Exchange, and (ii) paragraph (a)(1) of Item 407 of Regulation S-K. In addition, we believe that the Nominees are not and will not be “interested persons” of the Fund within the meaning of section 2(a)(19) of the 40 Act.

 

We refer shareholders to the Fund’s Proxy Statement for the names, background, qualifications and other information concerning the Fund’s director nominees. The Fund’s Proxy Statement and form of proxy will become available free of charge on the website of SEC at www.sec.gov.

 

Each of the Nominees, with the exception of Mr. Kazarian and Mr. Bindal, have entered into a nominee agreement (the “Nominee Agreements”) pursuant to which Saba Capital has agreed to advance an amount not to exceed $5,000 to cover the reimbursement of fees the nominees may incur (i) in connection with their nominations; (ii) to defend and indemnify the Nominees against, and with respect to, any losses that may be incurred by such Nominee in the event he becomes a party to litigation based on his nomination as a candidate for election to the Board, the solicitation of proxies in support of his election, or both; or (iii) both (i) and (ii). If elected or appointed, the Nominees will be entitled to such compensation from the Fund as is consistent with the Fund’s practices for services of non-employee directors. The Nominees will not receive any compensation from Saba for their services as directors of the Fund if elected or for any other reason.

 

The Nominees have agreed to being nominated as nominees in this Proxy Statement and have confirmed their willingness to serve on the Board if elected. We do not expect that the Nominees will be unable to stand for election, but, in the event that a Saba Nominee is unable to or for good cause will not serve, the Common Stock represented by the GOLD proxy card will be voted for a substitute candidate selected by Saba, a right that Saba has reserved in its nomination notice. In the case of any of the foregoing, Saba will give prompt written notice to the Fund if it chooses to nominate any such additional or substitute nominee and Saba will file and deliver supplemental proxy materials, including a revised proxy card, disclosing the information relating to such additional person that is required to be disclosed in solicitations for proxies for the election of directors pursuant to Section 14 of the Exchange Act. If Saba determines to add nominees, whether because the Fund expands the size of the Board subsequent to the date of this Proxy Statement or for any other reason, Saba will supplement this Proxy Statement.

 

Vote Required.

According to the Bylaws and the Fund’s Proxy Statement, the election of directors requires a plurality of the votes cast at a shareholder meeting, where the qualified nominees receiving the highest numbers of votes cast by the shareholders entitled to vote at a shareholder meeting at which a quorum is present, up to the number of directors to be elected at such meeting, shall be elected.

 

Withhold votes and “broker non-votes” (i.e., shares held by brokers, banks or other nominees for which (i) instructions have not been received from the beneficial owner or persons entitled to vote and (ii) the broker, bank or nominee does not have discretionary voting power on a particular matter), if any, will be counted for purposes of determining whether a quorum is present, but will be disregarded in determining the “votes cast” on a proposal. Therefore, withhold votes and “broker non-votes” will have no effect on the vote for Proposal 1. 

 

 

We urge you to sign and return our GOLD proxy card. If you have already voted using the Fund’s white proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

 

We Recommend a Vote FOR ALL of the Nominees for election at the Annual Meeting on the GOLD proxy card.

 

 

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC AUDITOR

 

 

According to the Fund’s Proxy Statement, the Fund is asking shareholders to ratify the re-appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the Fund’s independent auditor for the fiscal year ending December 31, 2024.

 

The Fund’s Proxy Statement states that if stockholders do not ratify the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the Fund, the Fund will reconsider whether or not to appoint PricewaterhouseCoopers, but may nonetheless appoint it.

  

Vote Required.

According to the Bylaws and the Fund’s Proxy Statement, the ratification of the appointment of the Fund’s independent auditor requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

 

We Recommend a Vote FOR the Ratification of the Independent Public Auditor at the Annual Meeting on the GOLD proxy card.

 

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

Who is entitled to vote?

 

Only holders of Common Stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. Shareholders who sold their Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such Common Stock. Shareholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such Common Stock after the Record Date (unless they also transfer their voting rights as of the Record Date).

 

How do I vote my shares?

 

Common Stock held in record name. If your shares of Common Stock are registered in your own name, please vote today by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Execution and delivery of a proxy by a record holder of Common Stock will be presumed to be a proxy with respect to all shares held by such record holder unless the proxy specifies otherwise.

 

Common Stock beneficially owned or held in “street” name. If you hold your Common Stock in “street” name with a broker, bank, dealer, trust company, or other nominee, only that nominee can exercise the right to vote with respect to the shares of Common Stock that you beneficially own through such nominee and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your broker, bank, dealer, trust company, or other nominee to vote FOR the Nominees. Please follow the instructions to vote provided on the enclosed GOLD voting instruction form. If your broker, bank, dealer, trust company, or other nominee provides for proxy instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed GOLD voting instruction form. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions by emailing them to Saba@investor-com.com or mailing them to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 130, Darien, CT 06820, so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

 

Note: Common Stock represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, FOR Saba’s Nominees and Proposal 2.

 

How should I vote on the Proposals?

 

We recommend that you vote your shares on the GOLD proxy card as follows:

 

“FOR ALL” seven of the Nominees standing for election to the Board named in this Proxy Statement (Proposal 1); and

 

“FOR” the ratification of the appointment of the independent public auditor (Proposal 2).

 

Each Proposal is a separate proposal. You may vote on each separately and in accordance with your discretion.

 

How many shares must be present to hold the Annual Meeting?

 

According to the Bylaws and the Fund’s Proxy Statement, the holders of majority of all the votes entitled to be cast at the Annual Meeting present in person or by proxy constitutes a quorum. Withhold votes or abstentions, or broker non-votes, if any, will be treated as votes present for purposes of determining a quorum. Withhold votes, abstentions, and broker non-votes, if any, do not count as votes cast with respect to any proposal, and therefore, such proxies would have no effect on the outcome of the Proposals.

 

What vote is needed to approve the Proposals?

Proposal 1 – Election of Directors. According to the Bylaws and the Fund’s Proxy Statement, the election of directors requires a plurality of the votes cast at the Annual Meeting. Withhold votes and broker non-votes, if any, will have no effect on the outcome of Proposal 1.

 

 

Proposal 2 – Ratification of Independent Public Auditor. According to the Bylaws and the Fund’s Proxy Statement, the ratification of the appointment of the Fund’s independent public auditor requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes, if any, will have no effect on the outcome of Proposal 2.

 

PLEASE DO NOT SIGN OR RETURN A WHITE PROXY CARD FROM THE FUND. DOING SO WILL REVOKE ANY PREVIOUS VOTING INSTRUCTIONS YOU PROVIDED ON THE GOLD PROXY CARD.

 

What are “broker non-votes” and what effect do they have on the Proposals?

 

Generally, broker non-votes occur when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank, or other nominee has not received voting instructions from the beneficial owner and lacks discretionary voting power to vote those shares with respect to that particular proposal. If your shares are held in the name of a brokerage firm, and the brokerage firm has not received voting instructions from you, as the beneficial owner of such shares with respect to that proposal, the brokerage firm cannot vote such shares on that proposal unless it is a “routine” matter. Under the rules and interpretations of the New York Stock Exchange, if you receive proxy materials from or on behalf of both Saba and the Fund, brokers, banks, and other nominees will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting, whether “routine” or not. Because Saba has initiated a contested proxy solicitation, there will be no “routine” matters at the Annual Meeting for any broker accounts that are provided with proxy materials by Saba. As a result, there will be no broker non-votes by such banks, brokers, or other nominees with respect to such accounts. If you do not submit any voting instructions to your broker, bank, or other nominee with respect to such accounts, your shares in such accounts will not be counted in determining the outcome of any of the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists.

 

What should I do if I receive a proxy card from the Fund?

 

You may receive proxy solicitation materials from the Fund, including an opposition proxy statement and a white proxy card. We are not responsible for the accuracy of any information contained in any proxy solicitation materials used by the Fund or any other statements that it may otherwise make.

 

We recommend that you discard any proxy card or solicitation materials that may be sent to you by the Fund. If you have already voted using the Fund’s white proxy card, you have every right to change your vote by using the enclosed GOLD proxy card by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions below under “Can I change my vote or revoke my proxy?”

 

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom. Shareholders may call toll free at (877) 972-0090 or collect at (203) 972-9300.

 

Can I change my vote or revoke my proxy?

 

If you are the shareholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

 

·

signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided or signing, dating and returning a white proxy card (the latest dated proxy is the only one that counts);

 

·

delivering a written revocation to the secretary of the Fund; or

 

·

attending the Annual Meeting and voting by ballot in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

 

If your shares are held in a brokerage account by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee. If you attend the Annual Meeting and you beneficially own Common Shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to revoke any previously submitted proxy card. You must have written authority from the record owner to vote your shares held in its name at the meeting in the form of a “legal proxy” issued in your name from the bank, broker, or other nominee that holds your shares. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

 

 

IF YOU HAVE ALREADY VOTED USING THE FUND’S WHITE PROXY CARD, WE URGE YOU TO REVOKE IT BY FOLLOWING THE INSTRUCTIONS ABOVE. Although a revocation is effective if delivered to the Fund, we request that a copy of any revocation be mailed to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 130, Darien, CT 06820, so that we will be aware of all revocations.

 

Who is making this Proxy Solicitation and who is paying for it?

 

The solicitation of proxies pursuant to this proxy solicitation is being made by the Participants. Proxies may be solicited by mail, facsimile, telephone, telegraph, Internet, in person, or by advertisements. Saba will solicit proxies from individuals, brokers, banks, bank nominees, and other institutional holders. Saba will request banks, brokerage houses, and other custodians, nominees, and fiduciaries to forward all solicitation materials to the beneficial owners of the Common Stock they hold of record. Saba will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that certain regular employees of Saba will also participate in the solicitation of proxies in support of the Nominees. Such employees will receive no additional consideration if they assist in the solicitation of proxies.

 

Saba has retained InvestorCom to provide solicitation and advisory services in connection with this solicitation. InvestorCom will be paid a fee not to exceed $[●] based upon the campaign services provided. In addition, Saba will advance costs and reimburse InvestorCom for reasonable out-of-pocket expenses and will indemnify InvestorCom against certain liabilities and expenses, including certain liabilities under the federal securities laws. InvestorCom will solicit proxies from individuals, brokers, banks, bank nominees, and other institutional holders. It is anticipated that InvestorCom will employ up to approximately [●] persons to solicit the Fund’s shareholders as part of this solicitation. InvestorCom does not believe that any of its owners, managers, officers, employees, affiliates, or controlling persons, if any, is a “participant” in this proxy solicitation.

 

The entire expense of soliciting proxies is being borne by Saba. Costs of this proxy solicitation are currently estimated to be approximately $[●]. We estimate that through the date hereof, Saba’s expenses in connection with the proxy solicitation are approximately $[●]. If successful in its proxy solicitation through the election of the Nominees listed in Proposal 1, Saba may seek reimbursement of these costs from the Fund. For the avoidance of doubt, such reimbursement is not guaranteed. In the event that Saba decides to seek reimbursement of its expenses, Saba does not intend to submit the matter to a vote of the Fund’s shareholders. The Board, which may consist of the seven Nominees, if all are elected, would be required to evaluate the requested reimbursement consistent with their fiduciary duties to the Fund and its shareholders.

 

What is Householding of Proxy Materials?

 

 

The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual and semi-annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or periodic report addressed to those shareholders. Some banks and brokers with account holders who are shareholders of the Fund may be householding our proxy materials.

 

Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker and direct your requests to the Fund at [●], or by calling [●].

 

Because Saba has initiated a contested proxy solicitation, we understand that banks and brokers with account holders who are shareholders of the Fund will not be householding our proxy materials.

 

 

Where can I find additional information concerning the Fund?

 

Pursuant to Rule 14a-5(c) promulgated under the Exchange Act, we have omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Fund’s definitive proxy statement in connection with the Annual Meeting. Such disclosure includes information regarding securities of the Fund beneficially owned by the Fund’s directors, nominees and management; the Fund’s investment manager and administrator; the Audit Committee of the Board; certain shareholders’ beneficial ownership of more than 5% of the Fund’s voting securities; information concerning the Fund’s directors; information concerning executive compensation; and information concerning the procedures for submitting shareholder proposals and director nominations intended for consideration at the 2025 annual meeting of shareholders and for consideration for inclusion in the proxy materials for that meetings. We take no responsibility for the accuracy or completeness of any information that we expect to be contained in the Fund’s definitive proxy statement. Except as otherwise noted herein, the information in this Proxy Statement concerning the Fund has been taken from or is based upon documents and records on file with the SEC and other publicly available information.

 

This Proxy Statement and all other solicitation materials in connection with this proxy solicitation will be available on the internet, free of charge, on the SEC’s website at https://www.edgar.sec.gov.  The Edgar file number for the Fund is 811-00248.

 

 

CONCLUSION

 

We urge you to carefully consider the information contained in this Proxy Statement and then support our efforts by signing, dating, and returning the enclosed GOLD proxy card today.

 

Thank you for your support,

 

 

Saba Capital Management, L.P.

Boaz R. Weinstein Paul Kazarian Aditya Bindal Karen Caldwell John Karabelas Neal Neilinger Srinivas Dhulipala Simon Reeves

[DATE]

  

 

ANNEX I: INFORMATION ON THE PARTICIPANTS

 

 

Beneficial Ownership and Other Information

 

This proxy solicitation is being made by the Participants. As of the date of this Proxy Statement, the Participants may be deemed to “beneficially own” (such term as used in Schedule 14A within the meaning of Rule 13d-3 or Rule 16a-1 under the Exchange Act for the purposes of this Annex I) 7,910,207 shares of Common Stock in the aggregate, representing 6.6% of the outstanding Common Stock. The percentage used herein is based upon 120,813,797 shares of Common Stock outstanding as of June 30, 2023, as disclosed in the Fund’s semi-annual report on Form N-CSRS filed with the SEC on August 7, 2023. Of the 7,910,207 shares of Common Stock owned in the aggregate by the Participants, such Common Stock may be deemed to be beneficially owned as follows: (a) 7,910,207 shares of Common Stock (including a total of 1,000 shares of Common Stock held in record name by Saba Capital Master Fund, Ltd. (the “Saba Record Holder”)) may be deemed to be beneficially owned by Saba Capital by virtue of its status as the investment manager of various funds and accounts (such funds and accounts, the “Saba Entities”); and (b) 7,910,207 shares of Common Stock (including 1,000 shares of Common Stock held in record name by the Saba Record Holder) may be deemed to be beneficially owned by Mr. Weinstein by virtue of his status as the principal of Saba.

 

As of the date of this Proxy Statement, none of the Nominees beneficially own any Common Stock or any other securities of the Fund.

 

The principal business of Saba Capital is to serve as investment manager to the Saba Entities. The principal business of Saba I is to serve as a private investment fund. The principal business of Mr. Weinstein is investment management and serving as the principal of Saba Capital. The principal business of the Saba Entities is to invest in securities.

 

The business address of each member of Saba and the Saba Entities is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

 

The principal occupation and business address of each of the Nominees are disclosed in the section of this Proxy Statement titled “PROPOSAL 1: ELECTION OF DIRECTORS”.

 

Unless otherwise noted as shares held in record name by the Saba Entities, the Common Stock held by the Saba Entities are held in commingled margin accounts, which may extend margin credit to such parties from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein since margin may have been attributed to such other securities and since margin used is not disclosed on an individual per-security basis.

 

Except as set forth in this Proxy Statement (including the Appendices hereto), (i) within the past 10 years, no Participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant and no associate or “Immediate Family Member” (as defined in Item 22 of Schedule 14A under the Exchange Act (“Item 22”)) of any Participant, is a record owner or direct or indirect beneficial owner of any securities of the Fund, any parent or subsidiary of the Fund, any investment adviser, principal underwriter, or “Sponsoring Insurance Company” (as defined in Item 22) of the Fund, or in any registered investment companies overseen or to be overseen by the Participant within the same “Family of Investment Companies” (as defined in Item 22) that directly or indirectly controls, is controlled by or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance, or affiliated person of the Fund; (iii) no Participant in this solicitation directly or indirectly beneficially owns any securities of the Fund which are owned of record but not beneficially; (iv) no Participant in this solicitation has purchased or sold any securities of the Fund or the Fund’s investment adviser within the past two years, nor from either entity’s “Parents” or “Subsidiaries” (as defined in Item 22); (v) no Participant has any “family relationship” for the purposes of Item 22 whereby a family member is an “Officer” (as defined in Item 22), director (or person nominated to become an Officer or director), employee, partner, or copartner of the Fund, the Fund’s investment adviser, and/or a principal underwriter of any of the foregoing, or any Subsidiary or other potential affiliate of any of the foregoing; (vi) no part of the purchase price or market value of the securities of the Fund owned by any Participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vii) no Participant in this solicitation is, or within the past year was, a party to any contract, arrangements, or understandings with any person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (viii) no associate of any Participant in this solicitation owns beneficially, directly or indirectly, any securities of the Fund; (ix) no Participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Fund; (x) within the last five years, no Nominee has had any arrangement or understanding with any other person pursuant to which he was selected to be a nominee for election as a director to the Fund other than the Nominee Agreements described herein; (xi) no Participant and no Immediate Family Member of any Participant in this solicitation or any of his or its associates was a party to, or had a direct or indirect material relationship in, any transaction or series of similar transactions since the beginning of the Fund’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions in which the amount involved exceeds $120,000 and for which any of the following was or is a party: (a) the Fund or any of its subsidiaries; (b) an Officer of the Fund; (c) an investment company, or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the 40 Act, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is controlled by or is under common control with the investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; (d) an investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person of the Fund; (e) any Officer or any person directly or indirectly controlling, controlled by, or under common control with any investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person of the Fund; (f) an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; or (g) an Officer of a person directly or indirectly controlling, controlled by, or under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; (xii) during the last five years, no Participant and no Immediate Family Member of any Participant has had a position or office with: (a) the Fund; (b) an investment company, or a person that would be an investment company but for the exclusions provided by Sections 3(c)(1) and 3(c)(7) of the 40 Act, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is controlled by, or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; or (c) an investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person (xiii) no Participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates, or with respect to any future transactions to which the Fund or any of its affiliates will or may be a party; (xiv) no Participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting; (xv) there are no material pending legal proceedings to which any Nominee or any of his or its associates is a party adverse to the Fund or, to the best of Saba’s knowledge after reasonable investigation, any affiliated person of the Fund, nor does any Nominee have a material interest in such proceedings that is adverse to the Fund or, to the best of the Saba’s knowledge after reasonable investigation, any affiliated person of the Fund; (xvi) since the beginning of the last two completed fiscal years, no Participant (and no Immediate Family Member of a Participant) has served on the board of directors or directors of a company or trust where an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund, or any person directly or indirectly controlling, controlled by, or under common control with any of those, serves on the board of directors or directors; and (xvii) no Participant has withheld information that is required to be disclosed under the following Items under Regulation S-K under the Exchange Act: Item 401(f) with respect to involvement in certain legal proceedings, Item 401(g) with respect to promoters and control persons, and Item 405 with respect to beneficial ownership and required filings.

 

 

Transactions by the Participants with respect to the Fund’s securities

The following tables set forth all transactions effected during the past two years by Saba, by virtue of Saba Capital’s direct and indirect control of the Saba Entities, with respect to securities of the Fund. The Common Stock reported herein are held in either cash accounts or margin accounts in the ordinary course of business. Unless otherwise indicated, all transactions were effected on the open market.

 

Common Stock:

 

Saba Capital, in its capacity as investment manager of the Saba Entities (including the Saba Record Holder)

 

Date	Side	Common Stock		Date	Side	Common Stock
01/26/2023	Buy	296,408		07/21/2023	Buy	40,934
01/27/2023	Buy	283,404		07/24/2023	Buy	41,919
01/30/2023	Buy	315,619		07/25/2023	Buy	41,863
01/31/2023	Buy	172,515		07/26/2023	Buy	14,547
02/01/2023	Buy	215,944		07/27/2023	Buy	36,953
02/02/2023	Buy	180,689		07/28/2023	Buy	40,414
02/08/2023	Buy	19,900		07/31/2023	Buy	65
02/09/2023	Buy	64,581		08/01/2023	Buy	16,213
02/10/2023	Buy	101,708		08/02/2023	Buy	5,669
02/13/2023	Buy	42,720		08/09/2023	Buy	86,573
02/16/2023	Buy	21,725		08/10/2023	Buy	60,921
02/17/2023	Buy	44,953		08/11/2023	Buy	80,410
02/24/2023	Buy	55,837		08/14/2023	Buy	96,950
02/27/2023	Buy	67,523		08/15/2023	Buy	6,713
02/28/2023	Buy	3,841		08/16/2023	Buy	5,580
03/01/2023	Buy	25,713		08/17/2023	Buy	182,365
03/03/2023	Buy	23,760		08/18/2023	Buy	43,046
03/06/2023	Buy	20,917		08/21/2023	Buy	21,068
03/07/2023	Buy	19,491		08/22/2023	Buy	112,147
03/09/2023	Buy	296,881		08/23/2023	Buy	59,611
03/17/2023	Buy	16,851		08/24/2023	Buy	20,057
03/23/2023	Buy	80,873		08/25/2023	Buy	39,974
03/27/2023	Buy	15,437		08/28/2023	Buy	98,656
03/28/2023	Buy	107,385		08/29/2023	Buy	27,586
03/29/2023	Buy	281,550		08/30/2023	Buy	80,776
03/30/2023	Buy	71,446		08/31/2023	Buy	95,851
03/31/2023	Buy	47,652		09/01/2023	Buy	35,237
04/03/2023	Buy	29,292		09/05/2023	Buy	79,752
04/04/2023	Buy	209,231		09/08/2023	Buy	5,302
04/05/2023	Buy	206,229		09/11/2023	Buy	90,659
04/10/2023	Buy	2,754		09/13/2023	Buy	49,391
04/11/2023	Buy	114,745		09/14/2023	Buy	4,926
04/13/2023	Buy	70,420		09/15/2023	Buy	26,862
04/14/2023	Buy	47,643		09/18/2023	Buy	22,152
04/21/2023	Buy	20,000		09/19/2023	Buy	5,469
05/01/2023	Buy	22,069		09/20/2023	Buy	24,184
05/02/2023	Buy	40,065		09/21/2023	Buy	137,883
05/09/2023	Buy	14,632		09/22/2023	Buy	16,945
05/10/2023	Buy	103,053		09/25/2023	Buy	50,417
05/11/2023	Buy	16,834		09/26/2023	Buy	71,476
05/12/2023	Buy	50,571		09/28/2023	Buy	63,934
05/15/2023	Buy	42,035		09/29/2023	Buy	23,954
05/17/2023	Buy	33,004		10/02/2023	Buy	117,632
05/18/2023	Buy	92,511		10/03/2023	Buy	12,443
05/19/2023	Buy	21,467		10/04/2023	Buy	54,814
05/22/2023	Buy	17,906		10/05/2023	Buy	22,628
06/09/2023	Buy	50,000		10/11/2023	Buy	25,625
06/12/2023	Buy	3,650		10/13/2023	Buy	2,993
06/13/2023	Buy	4,270		10/16/2023	Buy	83,025
06/14/2023	Buy	42,711		10/17/2023	Buy	6,224
06/15/2023	Buy	3,953		11/13/2023	Buy	29,003
06/16/2023	Buy	1,078		11/20/2023	Buy	50,367
06/20/2023	Buy	20,690		11/22/2023	Buy	5,484
06/21/2023	Buy	18,170		11/28/2023	Buy	19,367
06/22/2023	Buy	100,983		12/04/2023	Buy	90,701
06/23/2023	Buy	23,620		12/05/2023	Buy	23,420
06/26/2023	Buy	6,936		12/06/2023	Buy	113,659
06/27/2023	Buy	30,587		12/08/2023	Buy	84,729
06/28/2023	Buy	19,168		12/11/2023	Buy	11,789
06/29/2023	Buy	3,039		12/12/2023	Buy	42,422
06/30/2023	Buy	18,266		01/05/2024	Buy	80,379
07/05/2023	Buy	20,276		01/09/2024	Buy	90,086
07/06/2023	Buy	14,772		01/10/2024	Buy	85,237
07/07/2023	Buy	56,071		01/11/2024	Buy	71,458
07/10/2023	Buy	20,295		01/12/2024	Buy	13,266
07/11/2023	Buy	27,730		01/16/2024	Buy	4,836
07/12/2023	Buy	9,144		12/12/2023	Buy	42,422
07/14/2023	Buy	21,271		01/05/2024	Buy	80,379
07/17/2023	Buy	16,679		01/09/2024	Buy	90,086
07/18/2023	Buy	31,646		01/10/2024	Buy	85,237
07/19/2023	Buy	802		01/11/2024	Buy	71,458
07/20/2023	Buy	87,625		01/12/2024	Buy	13,266
				01/16/2024	Buy	4,836

 

 

IMPORTANT

 

Tell your Board what you think! YOUR VOTE IS VERY IMPORTANT, no matter how many or how few shares you own. Please give us your vote “FOR” the Nominees by taking three steps:

 

●

SIGNING the enclosed GOLD proxy card,

 

●

DATING the enclosed GOLD proxy card, and

 

●

MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no postage is required if mailed in the United States).

 

If any of your shares are held in the name of a broker, bank, bank nominee, or other institution, only it can vote your shares and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. You may also vote by signing, dating and returning the enclosed GOLD voting instruction form in the postage-paid envelope provided, and to ensure that your shares are voted, you should also contact the person responsible for your account and give instructions for a GOLD voting instruction form to be issued representing your shares.

 

By returning the GOLD proxy card, you are authorizing Saba to vote on your behalf, and if you do not indicate how you would like to vote, your vote will be counted “FOR ALL” of the Nominees in Proposal 1 and “FOR” Proposal 2.

 

After signing the enclosed GOLD proxy card, DO NOT SIGN OR RETURN THE FUND’S WHITE PROXY CARD UNLESS YOU INTEND TO CHANGE YOUR VOTE, because only your latest dated proxy card will be counted.

 

If you have previously signed, dated, and returned a white proxy card to the Fund, you have every right to change your vote. Only your latest dated proxy card will count. You may revoke any proxy card already sent to the Fund by signing, dating, and mailing the enclosed GOLD proxy card in the postage-paid envelope provided or by voting by telephone or Internet. Any proxy may be revoked at any time prior to the Annual Meeting by delivering a written notice of revocation or a later dated proxy for the Annual Meeting to the secretary of the Fund or by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not in and of itself constitute a revocation.

 

If you have any questions concerning this Proxy Statement, would like to request additional copies of this Proxy Statement, or need help voting your shares, please contact our proxy solicitor:

 

 

 

 

PRELIMINARY COPY SUBJECT TO COMPLETION

 

Form of GOLD Proxy Card

ADAMS DIVERSIFIED EQUITY FUND, INC.

Proxy Card for 2024 Annual Meeting of Shareholders (the “Annual Meeting”)

 

THIS PROXY SOLICITATION IS BEING MADE BY SABA CAPITAL MANAGEMENT, L.P. (“SABA CAPITAL”) Boaz R. Weinstein AND THE INDIVIDUALS NAMED IN PROPOSAL 1

 

THE BOARD OF DIRECTORS (THE “BOARD”) OF ADAMS DIVERSIFIED EQUITY FUND, INC. IS NOT SOLICITING THIS PROXY

 

The undersigned appoints Michael D’Angelo, Paul Kazarian, Eleazer Klein, Pierre Weinstein, and John Grau and each of them, attorneys and agents with full power of substitution to vote all common shares of Adams Diversified Equity Fund, Inc., a Maryland corporation and a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Fund”), that the undersigned would be entitled to vote at the Annual Meeting, including at any adjournments or postponements thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the instructions indicated herein, with discretionary authority, subject to applicable law, as to any and all other matters that may properly come before the meeting or any adjournment, postponement, or substitution thereof that are unknown to us a reasonable time before this solicitation.

 

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to said shares, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. This proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Annual Meeting (including any adjournments or postponements thereof).

 

With respect to Proposals 1 and 2, if this proxy is signed, dated and returned, it will be voted in accordance with your instructions. If you do not specify how the proxy should be voted, this proxy will be voted “FOR ALL” of the nominees in Proposal 1 (the “Nominees”) and “FOR” Proposal 2. A withhold vote on Saba’s Nominees will not have the same effect as a vote “for” the Fund’s nominees. None of the matters currently intended to be acted upon pursuant to this proxy are conditioned on the approval of other matters.

 

Should other matters be brought before the Annual Meeting, the persons named as proxies in the enclosed GOLD proxy card will vote on such matters in their discretion to the extent allowed by Rule 14a-4(c)(3) under the Exchange Act.

 

INSTRUCTIONS: FILL IN VOTING BOXES “¨” IN BLACK OR BLUE INK

 

We recommend that you vote “FOR ALL” of the Nominees in Proposal 1:

 

Proposal 1 – Election at the Annual Meeting of the individuals nominated by Saba Capital.

 

Nominees:			FOR ALL	WITHHOLD FOR ALL	FOR ALL  EXCEPT
Paul Kazarian	Neal Neilinger		q	q	q
Aditya Bindal	Srinivas Dhulipala
Karen Caldwell	Simon Reeves
John Karabelas

 

 

*Instruction: To withhold authority to vote for any individual nominee(s), mark the “FOR ALL EXCEPT” box and write the nominee(s) on the line below.

 

 

We recommend that you vote “FOR” Proposal 2:

Proposal 2 – 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.

 

FOR	ABSTAIN	AGAINST
q	q	q

 

 

Signature (Capacity)		Date
Signature (Joint Owner) (Capacity/Title)		Date
NOTE: Please sign exactly as your name(s) appear(s) on stock certificates or on the label affixed hereto.  When signing as attorney, executor, administrator or other fiduciary, please give full title as such.  Joint owners must each sign personally.  ALL HOLDERS MUST SIGN.  If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer and give full title as such.

 

PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.

 

 

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