FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS
OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-00248
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ADAMS DIVERSIFIED EQUITY FUND, INC.
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(Exact name of registrant as specified in charter)
500 East Pratt Street, Suite 1300, Baltimore, Maryland 21202
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(Address of principal executive offices)
Lawrence L. Hooper, Jr.
Adams Diversified Equity Fund, Inc.
500 East Pratt Street, Suite 1300
Baltimore, Maryland 21202
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(Name and address of agent for service)
Registrant's telephone number, including area code: (410) 752-5900
Date of fiscal year end: December 31
Date of reporting period: March 31, 2016
Item 1. Schedule of Investments.
SCHEDULE OF INVESTMENTS
March 31, 2016 (unaudited)
Shares | Value (A) | |||||||
Common Stocks 98.3% |
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Consumer Discretionary 11.7% |
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Amazon.com, Inc. (B) |
50,000 | $ | 29,682,000 | |||||
Comcast Corp. (Class A) |
559,800 | 34,192,584 | ||||||
Dollar General Corp. |
271,400 | 23,231,840 | ||||||
Hanesbrands Inc. |
608,000 | 17,230,720 | ||||||
Lowe's Companies, Inc. |
405,000 | 30,678,750 | ||||||
Magna International Inc. |
252,000 | 10,825,920 | ||||||
Walt Disney Co. |
252,600 | 25,085,706 | ||||||
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|
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170,927,520 | ||||||||
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Consumer Staples 10.5% |
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Coca-Cola Co. |
186,000 | 8,628,540 | ||||||
CVS Health Corp. |
314,000 | 32,571,220 | ||||||
Kroger Co. |
508,000 | 19,431,000 | ||||||
PepsiCo, Inc. (F) |
343,500 | 35,201,880 | ||||||
Philip Morris International Inc. |
323,300 | 31,718,963 | ||||||
Procter & Gamble Co. |
131,850 | 10,852,574 | ||||||
Spectrum Brands Holdings, Inc. |
131,500 | 14,370,320 | ||||||
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|
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152,774,497 | ||||||||
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Energy 7.1% |
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Adams Natural Resources Fund, Inc. (C) |
2,186,774 | 39,340,064 | ||||||
Chevron Corp. |
218,000 | 20,797,200 | ||||||
Concho Resources Inc. (B) |
57,500 | 5,809,800 | ||||||
EOG Resources, Inc. |
151,200 | 10,974,096 | ||||||
Exxon Mobil Corp. (F) |
101,000 | 8,442,590 | ||||||
Halliburton Co. |
354,400 | 12,659,168 | ||||||
Marathon Petroleum Corp. |
166,000 | 6,171,880 | ||||||
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|
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104,194,798 | ||||||||
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Financials 16.4% |
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Allstate Corp. |
251,500 | 16,943,555 | ||||||
American International Group, Inc. |
263,000 | 14,215,150 | ||||||
American Tower Corp. |
105,000 | 10,748,850 | ||||||
Bank of America Corp. |
949,900 | 12,842,648 | ||||||
BlackRock, Inc. |
58,200 | 19,821,174 | ||||||
Capital One Financial Corp. |
245,000 | 16,980,950 | ||||||
Chubb Ltd. |
147,200 | 17,538,880 | ||||||
Goldman Sachs Group, Inc. |
63,200 | 9,921,136 | ||||||
Intercontinental Exchange, Inc. |
72,600 | 17,071,164 | ||||||
iShares US Real Estate ETF |
107,722 | 8,387,235 | ||||||
JPMorgan Chase & Co. |
378,100 | 22,391,082 | ||||||
Prudential Financial, Inc. |
265,500 | 19,174,410 | ||||||
Simon Property Group, Inc. |
89,500 | 18,588,255 | ||||||
Wells Fargo & Co. |
719,000 | 34,770,840 | ||||||
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239,395,329 | ||||||||
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4
SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2016 (unaudited)
Shares | Value (A) | |||||||
Health Care 14.4% |
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AbbVie, Inc. |
380,000 | $ | 21,705,600 | |||||
Aetna Inc. |
183,900 | 20,661,165 | ||||||
Allergan plc (B) |
107,096 | 28,704,941 | ||||||
Biogen Inc. (B) |
47,000 | 12,235,040 | ||||||
Celgene Corp. (B) |
164,000 | 16,414,760 | ||||||
Cigna Corp. |
145,800 | 20,009,592 | ||||||
Edwards Lifesciences Corp. (B) |
194,800 | 17,183,308 | ||||||
Gilead Sciences, Inc. |
221,300 | 20,328,618 | ||||||
Johnson & Johnson |
64,000 | 6,924,800 | ||||||
Merck & Co., Inc. |
480,000 | 25,396,800 | ||||||
Thermo Fisher Scientific Inc. |
145,400 | 20,587,186 | ||||||
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|
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210,151,810 | ||||||||
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Industrials 9.4% |
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Boeing Co. |
205,000 | 26,022,700 | ||||||
Delta Air Lines, Inc. |
311,900 | 15,183,292 | ||||||
Dover Corp. |
176,000 | 11,322,080 | ||||||
FedEx Corp. |
80,000 | 13,017,600 | ||||||
General Electric Co. (F) |
246,500 | 7,836,235 | ||||||
Honeywell International Inc. |
287,500 | 32,214,375 | ||||||
Southwest Airlines Co. |
204,900 | 9,179,520 | ||||||
Union Pacific Corp. |
278,000 | 22,114,900 | ||||||
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136,890,702 | ||||||||
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Information Technology 21.7% |
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Adobe Systems Inc. (B) |
176,000 | 16,508,800 | ||||||
Alphabet Inc. (Class A) (B) |
35,500 | 27,082,950 | ||||||
Alphabet Inc. (Class C) (B) |
35,597 | 26,517,985 | ||||||
Apple Inc. (F) |
581,200 | 63,344,988 | ||||||
Cisco Systems, Inc. |
446,000 | 12,697,620 | ||||||
Facebook, Inc. (Class A) (B) |
303,300 | 34,606,530 | ||||||
Gartner, Inc. (B) |
165,000 | 14,742,750 | ||||||
Lam Research Corp. |
127,600 | 10,539,760 | ||||||
MasterCard, Inc. (Class A) |
230,000 | 21,735,000 | ||||||
Microsoft Corp. |
836,800 | 46,216,464 | ||||||
NXP Semiconductors NV (B) |
122,200 | 9,906,754 | ||||||
Oracle Corp. |
221,000 | 9,041,110 | ||||||
Visa Inc. (Class A) |
322,000 | 24,626,560 | ||||||
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317,567,271 | ||||||||
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Materials 2.2% |
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CF Industries Holdings, Inc. |
203,155 | 6,366,878 | ||||||
LyondellBasell Industries N.V. (Class A) |
186,000 | 15,917,880 | ||||||
PPG Industries, Inc. |
85,000 | 9,476,650 | ||||||
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31,761,408 | ||||||||
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Telecommunication Services 2.0% |
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SBA Communications Corp. (Class A) (B) |
90,000 | 9,015,300 | ||||||
Verizon Communications Inc. |
389,000 | 21,037,120 | ||||||
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30,052,420 | ||||||||
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5
SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2016 (unaudited)
Shares | Value (A) | |||||||
Utilities 2.9% |
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AGL Resources Inc. |
145,000 | $ | 9,445,300 | |||||
CMS Energy Corp. |
225,000 | 9,549,000 | ||||||
Edison International |
98,000 | 7,045,220 | ||||||
NextEra Energy, Inc. |
81,000 | 9,585,540 | ||||||
Pinnacle West Capital Corp. |
97,500 | 7,319,325 | ||||||
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42,944,385 | ||||||||
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Total Common Stocks |
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(Cost $1,041,887,039) |
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1,436,660,140 | ||||||
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Other Investments 0.0% |
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Financial 0.0% |
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Adams Funds Advisers, LLC (B) (D) |
317,000 | |||||||
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Short-Term Investments 1.7% |
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Money Market Funds 1.7% |
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Fidelity Institutional Money Market - Prime Money Market Portfolio (Institutional Class), 0.44% (E) |
4,287,019 | 4,287,019 | ||||||
Western Asset Institutional Cash Reserves Fund (Institutional Class), 0.44% (E) |
19,995,132 | |
19,995,132 |
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Total Short-Term Investments |
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(Cost $24,282,151) |
24,282,151 | |||||||
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Total Investments 100.0% of Net Assets |
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(Cost $1,066,319,190) |
$ | 1,461,259,291 | ||||||
|
|
Total Return Swap Agreements 0.0% |
Type of Contract |
Counterparty | Termination Date |
Notional Amount |
Unrealized Appreciation (Assets) |
Unrealized Depreciation (Liabilities) |
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Receive positive total return (pay negative total return) on 123,500 shares of Tempur Sealy International, Inc. common stock and pay financing amount based on Notional Amount and daily U.S. Federal Funds rate plus 0.55%. |
Long | Morgan Stanley | 4/27/2017 | $ | 7,266,024 | $ | 240,242 | $ | | |||||||||||||
Receive negative total return (pay positive total return) on 93,900 shares of Consumer Discretionary Select Sector SPDR ETF and pay financing amount based on Notional Amount and daily U.S. Federal Funds rate less 0.45%. |
Short | Morgan Stanley | 4/27/2017 | (7,289,110 | ) | | (133,796 | ) | ||||||||||||||
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Gross Unrealized Gain/(Loss) on Open Total Return Swap Agreements |
$ | 240,242 | $ | (133,796 | ) | |||||||||||||||||
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Net Unrealized Gain on Open Total Return Swap Agreements |
$ | 106,446 | ||||||||||||||||||||
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Notes:
(A) | Common stocks are listed on the New York Stock Exchange or the NASDAQ and are valued at the last reported sale price on the day of valuation. |
(B) | Presently non-dividend paying. |
(C) | Non-controlled affiliate, a closed-end sector fund, registered as an investment company under the Investment Company Act of 1940. |
(D) | Controlled affiliate valued using fair value procedures. |
(E) | Rate presented is as of period-end and represents the annualized yield earned over the previous seven days. |
(F) | A portion of the position is pledged as collateral for open swap agreements. The aggregate market value of pledged securities is $390,430. |
6
See accompanying notes.
NOTES TO SCHEDULES OF INVESTMENTS AND OUTSTANDING TOTAL RETURN SWAP AGREEMENTS (Unaudited)
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Adams Diversified Equity Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940 ("1940 Act") as a diversified investment company. The Fund is an internally-managed closed-end fund whose investment objectives are preservation of capital, the attainment of reasonable income from investments, and an opportunity for capital appreciation.
1. SIGNIFICANT ACCOUNTING POLICIES
Affiliates - The 1940 Act defines "affiliated companies" as those companies in which the Fund owns 5% or more of the outstanding voting securities. Additionally, those companies in which the Fund owns more than 25% of the outstanding voting securities are considered to be "controlled" by the Fund. In April 2015, Fund shareholders authorized the Fund to provide investment advisory services to external parties, and the Securities and Exchange Commission granted no action relief under section 12(d)(3) of the 1940 Act to allow the Fund to create a separate entity for this purpose. The Fund provided the initial capital for the start-up costs of Adams Funds Advisers, LLC ("AFA"), a Maryland limited liability company, and the Fund is the sole member and General Manager of AFA, as provided by the Operating Agreement between AFA and the Fund. This structure mitigates the risk of potential liabilities for the Fund associated with any claims that may arise from AFA during the ordinary course of conducting its business. Given that AFA is an operating company that provides no services to the Fund, the Fund accounts for AFA as a portfolio investment that meets the definition of a controlled affiliate.
In October 2015, AFA began providing advisory services to an external party. AFA earns advisory fee revenue based on assets under management. The Fund and its affiliates share personnel, systems, and other infrastructure items and are charged a portion of the shared expenses. To protect the Fund from potential conflicts of interest, policies and procedures are in place covering the sharing of expenses and the allocation of investment opportunities among the affiliates. AFA's profit can fluctuate dramatically due to the level of assets under management, as driven by the number of client relationships, level of client investment activity, and client investment performance, and will impact the Fund's valuation of its investment in AFA. As of March 31, 2016, AFA had assets under management of $62 million invested entirely from one client; failure to maintain this existing relationship or to develop new relationships could impact AFA's ability to generate revenue. To the extent that AFA's operating costs exceed its revenue earned, the Fund may be required to provide additional capital to AFA. For tax purposes, AFA's revenues and expenses are consolidated with those of the Fund and, as such, the advisory fee revenue generated by AFA is monitored closely to ensure that it does not exceed an amount that would jeopardize the Fund's status as a regulated investment company.
Activity related to the Fund's investment in affiliated companies for the period ended March 31, 2016 is as follows:
Affiliated Company |
Purchase |
Sales |
Investments in Securities, |
Dividend |
Net Realized Gain on Security Transactions |
Value |
Value |
Change in Unrealized Appreciation on Investments |
|||||||
Assets: | |||||||||||||||
Adams Natural Resources Fund, Inc. (non-controlled) |
$-- |
$-- |
$34,735,404 |
$109,339 |
$109,339 |
$39,340,064 |
$38,793,371 |
$546,693 |
|||||||
AFA (controlled) |
-- |
-- |
150,000 |
-- |
-- |
317,000 |
317,000 |
-- |
|||||||
Total |
$-- |
$-- |
$34,885,404 |
$109,339 |
$109,339 |
$39,657,064 |
$39,110,371 |
$546,693 |
Investment Transactions - Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments are recorded on the basis of specific identification.
Valuation - The Fund's financial instruments are reported at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund has a Valuation Committee ("Committee") to ensure that financial instruments are appropriately priced at fair value in accordance with accounting principles generally accepted in the United States ("GAAP") and the 1940 Act. Subject to oversight by the Board of Directors, the Committee establishes methodologies and procedures to value securities for which market quotations are not readily available.
GAAP establishes the following fair value hierarchy that categorizes inputs used to measure fair value:
Investments in securities traded on national security exchanges are valued at the last reported sale price on the day of valuation. Over-the-counter and listed securities for which a sale price is not available are valued at the last quoted bid price. Money market funds are valued at net asset value. These securities are generally categorized as Level 1 in the hierarchy.
Short-term investments (excluding money market funds) are valued at amortized cost, which approximates fair value. Total return swap agreements are valued using independent, observable inputs, including underlying security prices, dividends, and interest rates. These securities are generally categorized as Level 2 in the hierarchy.
The Fund's investment in its controlled affiliate, AFA, is valued by methods deemed reasonable in good faith by the Committee. The Committee uses market-based valuation multiples, including price-to-earnings and price-to-book value, and discounted free cash flow analysis, or a combination thereof, to estimate fair value. The Committee also considers discounts for illiquid investments, such as AFA. Fair value determinations are reviewed on a regular basis and updated as needed. Due to the inherent uncertainty of the value of Level 3 assets, estimated fair value may differ significantly from the value that would have been used had an active market existed. Given the absence of market quotations or observable inputs, the Fund's investment in AFA is categorized as Level 3 in the hierarchy.
At March 31, 2016, the Fund's financial instruments were classified as follows:
Level 1 |
Level 2 |
Level 3 |
Total |
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Assets: | |||||||
Common stocks |
$1,436,660,140 |
$-- |
$-- |
$1,436,660,140 |
|||
Other investments | -- |
-- |
317,000 |
317,000 |
|||
Short-term investments |
24,282,151 |
-- |
-- |
24,282,151 |
|||
Total investments |
$1,460,942,291 |
$-- |
$317,000 |
$1,461,259,291 |
|||
Liabilities: | |||||||
Total return swap agreements* |
$-- |
$106,446 |
$-- |
$106,446 |
*Unrealized appreciation (depreciation)
The following is a reconciliation of the change in the value of Level 3 investments:
Balance as of December 31, 2015 |
$317,000 |
Purchases | -- |
Change in unrealized appreciation of investments |
-- |
Balance as of March 31, 2016 |
$317,000 |
There were no transfers between levels during the three months ended March 31, 2016.
2. FEDERAL INCOME TAXES
As of March 31, 2016, the identified cost of securities for federal income tax purposes was $1,066,233,812 and net unrealized appreciation aggregated $395,025,479, consisting of gross unrealized appreciation of $419,138,344 and gross unrealized depreciation of $24,112,866.
3. INVESTMENT TRANSACTIONS
The Fund's investment decisions are made by the portfolio management team with recommendations from the research staff. The Fund is subject to changes in the value of equity securities held in the normal course of pursuing its investment objectives.
4. DERIVATIVES
During the period ended March 31, 2016, the Fund invested in derivative instruments. The Fund may use derivatives for a variety of purposes, including, but not limited to, the ability to obtain leverage, to gain or limit exposure to particular market sectors or securities, to provide additional income, and/or to limit equity price risk in the normal course of pursuing its investment objectives. The financial derivative instruments outstanding as of period-end are indicative of the volume of financial derivative activity for the period.
Total Return Swap Agreements - The Fund may use total return swap agreements to manage exposure to certain risks and/or enhance performance. Total return swap agreements are bilateral contracts between the Fund and a counterparty in which the Fund, in the case of a long contract, agrees to receive the positive total return (and pay the negative total return) of an underlying equity security and to pay a financing amount, based on a notional amount and a referenced interest rate, over the term of the contract. In the case of a short contract, the Fund agrees to pay the positive total return (and receive the negative total return) of the underlying equity security and to receive or pay a financing rate, based on a notional amount and a referenced interest rate, over the term of the contract. The fair value of each total return swap agreement is determined daily with the change in the fair value recorded as an unrealized gain or loss. Upon termination of a swap agreement, the Fund recognizes a realized gain (loss) on total return swap agreements equal to the net receivable (payable) amount under the terms of the agreement.
Total return swap agreements entail risks associated with counterparty credit, liquidity, and equity price risk. Such risks include that the Fund or the counterparty may default on its obligation, that there is no liquid market for these agreements, and that there may be unfavorable changes in the price of the underlying equity security. To mitigate the Fund's counterparty credit risk, the Fund enters into master netting and collateral arrangements with the counterparty. A master netting agreement allows either party to terminate the contract prior to termination date and to net amounts due across multiple contracts upon settlement, providing for a single net settlement with a counterparty. The Fund's policy is to net all derivative instruments subject to a netting agreement.
A collateral arrangement requires each party to provide collateral with a value, adjusted daily and subject to a minimum transfer amount, equal to the net amount owed to the other party under the contract. The counterparty provides cash collateral to the Fund and the Fund provides collateral by segregating portfolio securities, subject to a valuation allowance, into a tri-party account at its custodian. As of March 31, 2016, securities with a value of $390,430 were pledged by the Fund, and no cash collateral was held by the Fund.
Item 2. Controls and Procedures.
(a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act) are effective based on their evaluation of the disclosure controls and procedures as of a date within 90 days of the filing date of this report.
(b) There have been no significant changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 3. Exhibits.
The certifications of the principal executive officer and principal financial officer pursuant to Rule 30a-2(a) under the 1940 Act are attached hereto as Form N-Q Certifications.
SIGNATURES |
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act | |
of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto | |
duly authorized. | |
Adams Diversified Equity Fund, Inc. | |
By: | /s/ Mark E. Stoeckle |
Mark E. Stoeckle | |
Chief Executive Officer and President | |
(Principal Executive Officer) | |
Date: | April 25, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act | |
of 1940, this report has been signed below by the following persons on behalf of the registrant and in the | |
capacities and on the dates indicated. | |
By: | /s/ Mark E. Stoeckle |
Mark E. Stoeckle | |
Chief Executive Officer and President | |
(Principal Executive Officer) | |
Date: | April 25, 2016 |
By: | /s/ Brian S. Hook |
Brian S. Hook | |
Vice President, Chief Financial Officer and Treasurer | |
(Principal Financial Officer) | |
Date: | April 25, 2016 |