ADAMS DIVERSIFIED EQUITY FUND - FORM N-CSR - DECEMBER 31, 2015

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-00248
-------------------------------------------------------------------------

 

ADAMS DIVERSIFIED EQUITY FUND, INC.
-------------------------------------------------------------------------
(Exact name of registrant as specified in charter)

 

 

500 East Pratt Street, Suite 1300, Baltimore, Maryland 21202
-------------------------------------------------------------------------
(Address of principal executive offices)

 

 

Lawrence L. Hooper, Jr.
Adams Diversified Equity Fund, Inc.
500 East Pratt Street, Suite 1300
Baltimore, Maryland 21202

-------------------------------------------------------------------------
(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: December 31, 2015

Item 1. Reports to Stockholders.

 

LOGO


2015 AT A GLANCE

 

 

The Fund

 

  a closed-end equity investment company
  objectives:  preservation of capital

reasonable income

opportunity for capital gain

  internally-managed
  annual distribution rate of at least 6%

 

Stock Data (12/31/15)

 

NYSE Symbol ADX

Market Price $12.83

52-Week Range $12.39 – $14.35

Discount 14.7%

Shares Outstanding 97,913,946

 

Summary Financial Information

 

Year Ended December 31,    2015        2014  

Net asset value per share (NASDAQ: XADEX)

   $ 15.04         $ 15.87   

Total net assets

     1,472,144,157           1,527,772,661   

Unrealized appreciation on investments

     394,480,793           469,715,852   

Net investment income

     12,063,999           19,120,191   

Net realized gain

     74,763,845           93,558,308   

Total return (based on market price)

     0.7%           13.7%   

Total return (based on net asset value)

     1.8%           14.3%   

Ratio of expenses to average net assets

     0.96%        0.58%   

Annual distribution rate

     6.8%           8.8%   
                     

 

* Excluding non-recurring charge for termination of defined benefit plans, ratio was 0.67%.

 

2015 Dividends and Distributions

 

Paid    Amount
(per share)
    Type

March 2, 2015

   $ 0.01     

Long-term capital gain

March 2, 2015

     0.01     

Short-term capital gain

March 2, 2015

     0.03      Investment income

June 1, 2015

     0.05      Investment income

September 1, 2015

     0.05      Investment income

December 28, 2015

     0.77      Long-term capital gain

December 28, 2015

     0.01      Investment income
              
   $ 0.93     
              

 

2016 Annual Meeting of Shareholders

 

Location: Adams Funds, 500 East Pratt Street, Suite 1300, Baltimore, MD 21202

Date: April 14, 2016

Time: 9:00 a.m.



LOGO  

Letter from Chief Executive Officer and President,

Mark E. Stoeckle

 

 

Dear Fellow Shareholders,

 

By simply looking at where the S&P 500 started the year and where it ended, one might assume that little happened in the U.S. equity markets in 2015. After factoring in dividends, the S&P 500 managed a 1.4% total return for the year. The nearly flat performance may suggest a stable and static market last year, but 2015 delivered a turbulent year for domestic equities, with the S&P 500 hitting a record high in May and assuming a far more volatile path from there.

 

An exceptionally strong dollar, declining commodity prices, and the long-awaited transition to a rising rate environment in the U.S. all contributed to a less certain environment than many investors had grown accustomed to in the years following the depths of the financial crisis. As a result, 2015 witnessed swings in volatility and a pronounced divergence in the performance of various markets, sectors and individual securities. But it was also a year in which experience, a long-term focus, and a commitment to a diversified strategy allowed the Fund to beat the market.

 

Against this backdrop, we are pleased to report that Adams Diversified Equity Fund, Inc. delivered a 1.8% total return on net asset value. This surpassed the S&P 500 and also came in well above our peer group as measured by the Lipper Large-Cap Core Funds Average, which finished the year in the red and registered a 0.6% loss. The Adams Diversified Equity Fund’s total return on market price was 0.7%.

 

“Growth stocks, particularly several mega-cap members of the S&P 500, enjoyed outsized returns.”

 

2015 Market Recap

 

A harsh winter that stalled consumer activity along the East Coast and a West Coast port strike that effectively halted international trade between the U.S. and Asia kicked off the year. These two factors, as well as tepid growth in many foreign markets, contributed to a temporary slowdown in the first quarter. Despite this, consumer confidence levels remained high and served as the catalyst that pushed the S&P 500 to record levels in May. Robust merger and acquisition (M&A) activity and share buybacks also helped drive the market’s rise. However, the positive market sentiment was fairly short-lived and couldn’t overcome the growing number of issues in international markets.

 
Greece’s long-brewing debt troubles introduced the possibility of Greece leaving the European Union (EU). While Greece was able to secure a bailout deal that would keep the country within the EU, China’s unexpected move to devalue its currency in August frightened investors already nervous about global growth. Moreover, ongoing expectations that the Fed would begin raising rates, coupled with downward spiraling oil prices, stoked investor fears and led to a broad sell-off that wiped out the year’s gains and sent market returns into negative territory by late September.

 
Equities rebounded in October, following announcements of monetary policy accommodations by major central banks. U.S. equities also benefited from an encouraging earnings season. Market volatility escalated during the final months of 2015, thanks to the Fed’s December interest rate increase – the first since 2006 – as well as renewed terrorism fears following the attacks in Paris a month earlier.

 
Just as volatility characterized equity markets in 2015, divergence best describes the performance of sectors and individual stocks. Unexpectedly large declines in commodity prices, as well as slower global economic growth, contributed to the dichotomy. Services and consumer-oriented sectors enjoyed solid returns, led by the Consumer Discretionary stocks, up 10.1%, as well as Consumer Staples, which registered a 6.6% gain on the year. Health Care and Information Technology also beat the broader index. This was in stark contrast to the declines in the Energy and Materials sectors. Energy posted a negative return of 21.2%, as the industry dealt with a supply glut, while the Materials sector suffered an 8.4% decline largely due to slackening demand in overseas markets.

 

 

1


LETTER TO SHAREHOLDERS (CONTINUED)

 

 

 

On an individual stock basis, companies that demonstrated strong earnings per share growth were rewarded. Growth stocks, particularly several mega-cap members of the S&P 500, enjoyed outsized returns and gave rise to what commentators began calling a "FANG market," referring to the strong performance from Facebook, Amazon, Netflix and Google (renamed Alphabet in August). Netflix saw its share price grow by 134% in 2015, while Amazon was up 118%.

 

The Adams Difference

 

As with the S&P 500, Consumer Discretionary and Technology sectors were two of the largest contributors to the success of Adams Diversified Equity Fund. Our position in Amazon was very successful in 2015. The company delivered outstanding earnings and cash flow growth, driven by success from its Amazon Web Services cloud-based business, as well as a strong holiday season. In one week in December, the online retail giant added 3 million new subscribers to its Amazon Prime subscription service and Prime members doubled their viewing hours of Prime Video, underscoring the many growth catalysts still in front of Amazon.

 

Our holding in Walt Disney also was rewarding. The Company benefited from its four core production assets (Disney, Pixar, Marvel and, Lucasfilm, whose Star Wars franchise continues to break box office records). The popularity of their characters and movies bolstered Disney's Consumer Products and Parks business, while driving significant margin expansion due to strong demand and improved pricing. The strength of these divisions, coupled with the leadership position of ESPN, continued to drive solid performance for the company.

 

In our letter last year, we highlighted the potential for the Technology sector to deliver above-average returns as internet advertising continues to take market share from other media channels. The Fund enjoyed an 8.6% return in the sector, surpassing the S&P 500 sector return of 5.9%. Our positions in Alphabet and Facebook were clear beneficiaries of this trend. Beyond robust growth in its core businesses, Alphabet was further rewarded for a major overhaul of its corporate structure and the hiring of a well-respected CFO, who arrived with a promise of more transparency and a focus on expense control. Facebook, meanwhile, consistently beat consensus earnings forecasts through finding new ways to monetize its growing and active user base.

 

Health Care proved to be very volatile and challenging in 2015. Investments in the sector during the first half were lifted by positive earnings growth, as well as some M&A activity. However, as the U.S. Presidential primary season kicked into gear, the political rhetoric drove negative sentiment that led to sharp declines in some pharmaceutical and biotech names, two of our larger-weighted industries. Health Care still delivered positive returns for the year, but our performance lagged.

 

Avoidance of high-cost operators and highly-levered companies in the Energy sector served the Fund well. We chose to focus our holdings on names like Schlumberger, the recognized global leader in energy services, and EOG Resources, an exploration and production company with high quality reserves and a strong commitment to prudent capital management.

 

The decision to continue our share repurchase program demonstrated our confidence in our strategy and underscored our commitment to return value to shareholders. The Fund invested over $13 million dollars repurchasing 977,800 shares of its Common Stock in 2015.

 

Looking Ahead to 2016

 

Much like last year, the new year begins with low oil prices, global growth challenges, and stocks that, while flat in 2015, still reside near all-time highs. The 2016 U.S. economic outlook remains positive and shares many similarities to expectations going into last year, albeit with a few wrinkles. Oil prices are 50% lower than last January, the dollar is stronger, and interest rates are set to resume a gradual path higher.

 

2


LETTER TO SHAREHOLDERS (CONTINUED)

 

 

 

Fortunately, several tailwinds exist that should continue to aid the consumer, including low gasoline prices and interest rates that remain historically low. Both of these factors, we believe, should support auto sales and residential housing conditions. The U.S. also enjoys a relatively strong economy, and with unemployment hovering near 5%, some wage growth can be expected this year. Moreover, outside of Energy, corporate profitability remains steady, which is indicative of continued expansion.

 

By contrast, growth in international markets, most importantly China, continues to decelerate, and weakness in commodity pricing will likely continue to weigh on emerging markets. The gains in mature markets will likely not be enough to offset this slowdown, so we expect that global growth will remain fragile in 2016. The threat of a China-driven recession remains the biggest risk to our current outlook.

 

Despite the economic challenges, however, we see opportunities for investors in the U.S. equity market. Specifically, we are attracted to companies that can grow earnings and cash flow, with a bias for those that generate the bulk of their revenue domestically. Strong balance sheets, ongoing attention to cost controls and initiatives to drive margin growth are also critical factors that will help identify the outperformers in 2016.

 

We continue to be optimistic about the Technology sector. As digital advertising surpasses traditional media and mobile advertising continues to grow, names like Facebook and Alphabet, as well as other software companies serving this space, should continue to benefit. Adobe Systems, a recent addition to the Fund, is well-positioned as the leading software provider for digital media and digital marketing users.

 

While the rising interest rate environment will continue to make headlines as commentators parse the Fed's comments, Financials often perform well as rates move off the bottom. Within the sector, we favor the financial exchanges as an industry that is well positioned to benefit from regulatory and secular changes. During the fourth quarter, we initiated a position in Intercontinental Exchange. The company is the largest beneficiary of the trend to globalize commodity trading, such as oil, gas, and agricultural goods through an electronic platform. Other new positions in this expansive sector include BlackRock and ACE Ltd. BlackRock, a diversified asset manager, holds a dominant market position in exchange-traded funds, which is the fastest growing segment of investment products. ACE Ltd, a global provider of insurance products, is a best-in-class property and casualty underwriter that is positioned to benefit from its recently announced and highly accretive merger with Chubb.

 

After giving up advances in 2015, and with little to no change in actual forecasts for earnings growth, we believe select biotech and pharmaceutical names will continue to be attractive. In the fourth quarter, we added AbbVie, a leading drug company trading at one of the most attractive valuations in the sector, to the portfolio. A strong pipeline of new products to address complex diseases complements solid earnings growth from its current products, including Humira, its blockbuster treatment for rheumatoid arthritis and other indications.

 

For many fund managers, the market proved to be quite challenging last year. Our long-term focus and proven strategy, however, helped us find compelling opportunities during this period of uncertainty. Through identifying high-quality companies that are executing well and trading at the right price, our track record reflects Adams Funds' ability to take advantage of market anomalies for the benefit of our shareholders.

 

By order of the Board of Directors,

 

LOGO

Mark E. Stoeckle

Chief Executive Officer & President

January 22, 2016

 

3


INVESTMENT GROWTH

 

 

(unaudited)

 

This chart shows the value of hypothetical $10,000 investments in the Fund at net asset value and market price over the past 20 years. All Fund distributions are reinvested at the price received in the Fund's dividend reinvestment plan. Returns do not reflect taxes paid by shareholders on distributions or the sale of shares.

 

LOGO

 

AVERAGE ANNUAL TOTAL RETURNS — 12/31/15

 
      Years  
      1      3      5      10  

ADX NAV

     1.8%         14.7%         11.0%         7.0%   

ADX Market Price

     0.7%         14.7%         11.1%         7.0%   

Lipper Large-Cap Core Funds Average*

     (0.6)%         13.4%         10.9%         6.5%   

 

* Source: Thomson Reuters

 

 

This report, including the financial statements herein, is transmitted to shareholders of the Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in the report. The rates of return will vary and the principal value of an investment will fluctuate. Shares, if sold, may be worth more or less than their original cost. Past performance is no guarantee of future investment results.

 

4


PORTFOLIO HIGHLIGHTS

 

 

December 31, 2015

(unaudited)

 

Ten Largest Equity Portfolio Holdings

 

     Market Value      Percent
of Net Assets
 

Apple Inc.

   $ 61,177,112         4.2

Alphabet Inc. (Class A & Class C)

     54,633,206         3.7   

Microsoft Corp.

     46,425,664         3.2   

Wells Fargo & Co.

     39,084,840         2.7   

Adams Natural Resources Fund, Inc.*

     38,793,371         2.6   

PepsiCo, Inc.

     34,322,520         2.3   

Amazon.com, Inc.

     33,794,500         2.3   

Allergan plc

     33,467,500         2.3   

Facebook, Inc. (Class A)

     31,743,378         2.2   

Comcast Corp. (Class A)

     31,589,514         2.1   
  

 

 

    

 

 

 
     $ 405,031,605         27.6
*   Non-controlled affiliated closed-end fund

 

Sector Weightings

 

LOGO

 

5


STATEMENT OF ASSETS AND LIABILITIES

 

 

December 31, 2015

 

Assets      

Investments* at value:

     

Common stocks:

     

Unaffiliated issuers (cost $1,024,218,365)

   $ 1,414,474,191      

Non-controlled affiliate (cost $34,735,404)

     38,793,371      

Other investment in controlled affiliate (cost $150,000)

     317,000      

Short-term investments (cost $19,898,688)

     19,898,688       $ 1,473,483,250   

Cash

        235,422   

Dividends and interest receivable

        1,471,824   

Prepaid expenses and other assets

              467,170   

Total Assets

              1,475,657,666   
Liabilities      

Accrued expenses and other liabilities

              3,513,509   

Total Liabilities

              3,513,509   

Net Assets

            $ 1,472,144,157   
Net Assets      

Common Stock at par value $0.001 per share, authorized 150,000,000 shares; issued and outstanding 97,913,946 shares (includes 134,082 nonvested restricted shares, 18,750 nonvested or deferred restricted stock units, and 34,089 deferred stock units) (note 7)

      $ 97,914   

Additional capital surplus

        1,077,331,979   

Distributions in excess of net investment income

        (710,116

Undistributed net realized gain on investments

        943,587   

Unrealized appreciation on investments

              394,480,793   

Net Assets Applicable to Common Stock

            $ 1,472,144,157   

Net Asset Value Per Share of Common Stock

              $15.04   

 

* See Schedule of Investments on page 17.

 

The accompanying notes are an integral part of the financial statements.

 

6


STATEMENT OF OPERATIONS

 

 

Year Ended December 31, 2015

 

Investment Income   

Income:

  

Dividends (net of $33,264 in foreign taxes)

   $ 26,639,364   

Interest and other income

     30,828   

Total Income

     26,670,192   

Expenses:

  

Investment research compensation and benefits

     4,377,442   

Administration and operations compensation and benefits

     2,309,116   

Pension cost (non-recurring, note 6)

     4,724,746   

Occupancy and other office expenses

     1,084,854   

Directors' compensation

     461,280   

Investment data services

     417,140   

Shareholder reports and communications

     349,929   

Transfer agent, custody, and listing fees

     323,713   

Insurance

     160,469   

Legal services

     158,768   

Accounting, recordkeeping, and other professional fees

     144,759   

Audit and tax services

     93,977   

Total Expenses

     14,606,193   

Net Investment Income

     12,063,999   
Realized Gain (Loss) and Change in Unrealized Appreciation on Investments   

Net realized gain on security transactions

     76,606,062   

Net realized loss on total return swap agreements

     (1,842,217

Change in unrealized appreciation on investments

     (75,235,059

Net Loss on Investments

     (471,214
Other Comprehensive Income (non-recurring, note 6)   

Defined benefit pension plans:

  

Amortization of net loss

     155,995   

Effect of settlement

     2,219,655   

Other Comprehensive Income

     2,375,650   
Change in Net Assets Resulting from Operations    $ 13,968,435   

 

The accompanying notes are an integral part of the financial statements.

 

7


STATEMENTS OF CHANGES IN NET ASSETS

 

 

     For the Year Ended December 31,  
              2015                 2014  
From Operations:     

Net investment income

   $ 12,063,999      $ 19,120,191   

Net realized gain

     74,763,845        93,558,308   

Change in unrealized appreciation

     (75,235,059     75,872,224   

Change in accumulated other comprehensive income (note 6)

     2,375,650        (839,932

Increase in Net Assets Resulting from Operations

     13,968,435        187,710,791   
Distributions to Shareholders from:     

Net investment income

     (13,398,646     (18,731,249

Net realized gain

     (75,358,557     (91,506,911

Decrease in Net Assets from Distributions

     (88,757,203     (110,238,160
From Capital Share Transactions:     

Value of shares issued in payment of distributions (note 5)

     32,287,094        42,002,202   

Cost of shares purchased (note 5)

     (13,600,866     (13,744,866

Deferred compensation (notes 5, 7)

     474,036        491,774   

Increase in Net Assets from Capital Share Transactions

     19,160,264        28,749,110   

Total Change in Net Assets

     (55,628,504     106,221,741   
Net Assets:     

Beginning of year

     1,527,772,661        1,421,550,920   

End of year (including distributions in excess of net investment income of $710,116 and undistributed net investment income of $966,604, respectively)

   $ 1,472,144,157      $ 1,527,772,661   

 

The accompanying notes are an integral part of the financial statements.

 

8


NOTES TO FINANCIAL STATEMENTS

 

 

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. In connection with the Fund's name change in 2015, the Fund revised its compliance policies and procedures to clarify that at least 80% of the Fund's assets are invested in equities such as common stocks and securities convertible into common stocks.

 

1. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation — The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for investment companies, which require the use of estimates by Fund management. Management believes that estimates and valuations are appropriate; however, actual results may differ from those estimates, and the valuations reflected in the financial statements may differ from the value the Fund ultimately realizes.

 

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, wholly-owned 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 that allow AFA to provide its services and, beginning in 2016, AFA will be charged its portion of those 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 December 31, 2015, AFA had assets under management of $55 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.

 

9


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

Activity related to the Fund's investment in affiliated companies for the year ended December 31, 2015 is reflected on the accompanying financial statements in the amounts and locations as follows:

 

Affiliated Company

 

Purchase

Cost

    Sales
Cost
    Investments
in securities,
at cost(1)
    Dividend
income(2)
    Net realized
gain on
security
transactions(2)
    Value
December 31,
2015(1)
    Value
December 31,
2014
    Change in
unrealized
appreciation
on
investments(2)
 

Adams Natural Resources Fund, Inc. (non-controlled)

  $      $      $ 34,735,404      $ 830,974      $ 2,186,774 (3)    $ 38,793,371      $ 52,132,692      $ (13,339,321

AFA (controlled)

    150,000               150,000                      317,000               167,000   

Total

  $ 150,000      $      $ 34,885,404      $ 830,974      $ 2,186,774      $ 39,110,371      $ 52,132,692      $ (13,172,321

 

(1)   

See accompanying Statement of Assets and Liabilities

(2)   

See accompanying Statement of Operations

(3)   

Represents capital gain distributions from regulated investment company

 

Expenses — The Fund shares certain costs for investment research and data services, administration and operations, travel, training, office expenses, occupancy, accounting and legal services, insurance, and other miscellaneous items with its non-controlled affiliate, Adams Natural Resources Fund, Inc. Expenses that are not solely attributable to one fund are allocated to each fund based on relative net asset values, or in the case of investment research staff and related costs, relative market values of portfolio securities in the particular sector of coverage. Expense allocations are updated quarterly, as appropriate, except for those related to payroll, which are updated annually.

 

Investment Transactions, Investment Income, and Distributions — 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. Dividend income and distributions to shareholders are recognized on the ex-dividend date. Interest income is recognized on the accrual basis.

 

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 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 the inputs used to measure fair value:

 

   

Level 1 — fair value is determined based on market data obtained from independent sources; for example, quoted prices in active markets for identical investments;

   

Level 2 — fair value is determined using other assumptions obtained from independent sources; for example, quoted prices for similar investments;

   

Level 3 — fair value is determined using the Fund's own assumptions, developed based on the best information available in the circumstances.

 

Investments in securities traded on national security exchanges are valued at the last reported sale price as of the close of regular trading on the relevant exchange 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.

 

10


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

The Fund's investment in its controlled affiliate, AFA, is valued by methods deemed reasonable in good faith by the Committee. The Committee generally 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 securities that are illiquid. 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. Any change in the estimated fair value of Level 3 investments is recognized in the Fund's Statement of Operations in ‘Change in unrealized appreciation on investments'. Given the absence of market quotations or observable inputs, the Fund's investment in AFA is categorized as Level 3 in the hierarchy.

 

At December 31, 2015, the Fund's financial instruments were classified as follows:

 

     Level 1      Level 2      Level 3      Total  

Assets:

           

Common stocks

   $ 1,453,267,562       $       $       $ 1,453,267,562   

Other investments

                     317,000         317,000   

Short-term investments

     19,898,688                         19,898,688   

Total investments

   $ 1,473,166,250       $       $ 317,000       $ 1,473,483,250   

 

The following is a reconciliation of the change in the value of Level 3 investments:

 

Balance as of December 31, 2014

   $   

Purchases

     150,000   

Change in unrealized appreciation on investments

     167,000   

Balance as of December 31, 2015

   $ 317,000   

 

There were no transfers between levels during the year ended December 31, 2015.

 

2. FEDERAL INCOME TAXES

 

No federal income tax provision is required since the Fund's policy is to qualify as a regulated investment company under the Internal Revenue Code and to distribute substantially all of its taxable income and gains to its shareholders. Additionally, management has analyzed and concluded that tax positions included in federal income tax returns from the previous three years that remain subject to examination do not require any provision. Any income tax-related interest or penalties would be recognized as income tax expense. As of December 31, 2015, the identified cost of securities for federal income tax purposes was $1,078,940,763 and net unrealized appreciation aggregated $394,542,487, consisting of gross unrealized appreciation of $426,539,421 and gross unrealized depreciation of $31,996,934.

 

Distributions are determined in accordance with the Fund's annual 6% minimum distribution rate commitment, based on the Fund's average market price, and income tax regulations, which may differ from generally accepted accounting principles. Such differences are primarily related to the Fund's retirement plans, equity-based compensation, and investment in AFA. Differences that are permanent, while not material for the year ended December 31, 2015, are reclassified in the capital accounts of the Fund's financial statements and have no impact on net assets. For tax purposes, distributions paid by the Fund during the years ended December 31, 2015 and December 31, 2014 were classified as ordinary income of $14,361,548 and $24,330,351, respectively, and as long-term capital gain of $74,376,524 and $85,850,856, respectively. The tax basis of distributable earnings at December 31, 2015 was $792,077 of undistributed ordinary income and $1,101,905 of undistributed long-term capital gain.

 

3. INVESTMENT TRANSACTIONS

 

The Fund's investment decisions are made by the portfolio management team with recommendations from the research staff. Purchases and sales of portfolio investments, other than short-term investments, during the year ended December 31, 2015 were $328,717,233 and $388,034,115, respectively.

 

11


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

4. DERIVATIVES

 

During the year ended December 31, 2015, 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 year-end and the amounts of realized and changes in unrealized gains and losses on financial derivative instruments during the year indicate 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 to 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 in the Statement of Operations. Upon termination of a swap agreement, the Fund recognizes a realized gain (loss) on total return swap agreements in the Statement of Operations 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. Pursuant to master netting arrangements, the net cumulative unrealized gain (asset) on open total return swap agreements and net cumulative unrealized loss (liability) on open total return swap agreements are presented in the Statement of Assets and Liabilities. 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 December 31, 2015, there were no open swap agreements, no securities pledged by the Fund, and no cash collateral was held by the Fund.

 

5. CAPITAL STOCK

 

The Fund has 10,000,000 authorized and unissued preferred shares, $0.001 par value.

 

On December 28, 2015, the Fund issued 2,586,293 shares of its Common Stock at a price of $12.47 per share (the average market price on December 14, 2015) to shareholders of record November 25, 2015, who elected to take stock in payment of the year-end distribution from 2015 capital gain and investment income. During 2015, the Fund issued 2,795 shares of Common Stock at a weighted average price of $12.87 per share as dividend equivalents to holders of deferred stock units and restricted stock units under the 2005 Equity Incentive Compensation Plan.

 

On December 29, 2014, the Fund issued 3,043,254 shares of its Common Stock at a price of $13.79 per share (the average market price on December 8, 2014) to shareholders of record on November 24, 2014,

 

12


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

who elected to take stock in payment of the year-end distribution from 2014 capital gain and investment income. During 2014, the Fund issued 2,612 shares of Common Stock at a weighted average price of $13.67 per share as dividend equivalents to holders of deferred stock units and restricted stock units under the 2005 Equity Income Compensation Plan.

 

The Fund may purchase shares of its Common Stock from time to time, in accordance with parameters set by the Board of Directors, at such prices and amounts as the portfolio management team may deem appropriate. Transactions in Common Stock for 2015 and 2014 were as follows:

 

     Shares      Amount  
     2015      2014      2015      2014  

Shares issued in payment of distributions

     2,589,088         3,045,866       $ 32,287,094       $ 42,002,202   

Shares purchased (at a weighted average discount from
net asset value of 13.9% and 14.0%, respectively)

     (977,800      (1,011,600      (13,600,866      (13,744,866

Net activity under the 2005 Equity Incentive Compensation Plan

     16,002         28,773         474,036         491,774   

Net change

     1,627,290         2,063,039       $ 19,160,264       $ 28,749,110   

 

6. RETIREMENT PLANS

 

Defined Contribution Plans — The Fund sponsors a qualified defined contribution plan for all employees with at least six months of service and a nonqualified defined contribution plan for eligible employees to supplement the qualified plan. The Fund expensed contributions to the plans in the amount of $467,135, a portion thereof based on Fund performance, for the year ended December 31, 2015.

 

Defined Benefit Plans — Upon receiving regulatory approval in 2015, the Fund completed the termination of its qualified defined benefit plan by contributing an additional $858,979 and then utilizing plan assets to satisfy all pension-related liabilities. Additionally, the Fund paid $3,675,768 to satisfy all pension-related liabilities of its non-qualified defined benefit plan and completed the termination of that plan as well. As of December 31, 2015, the Fund has no further defined benefit pension liabilities. In terminating these plans, the Fund incurred non-recurring settlement costs during the period. These costs represent amounts to satisfy all pension obligations in excess of the previously-recorded pension liability and any unamortized actuarial losses remaining in accumulated other comprehensive income at the time of termination.

 

The Fund uses a December 31 measurement date for its defined benefit plans. Details in aggregate for the plans were as follows:

 

     2015      2014  

Change in benefit obligation

     

Benefit obligation at beginning of year

   $ 9,232,545       $ 8,278,135   

Interest cost

     134,198         331,489   

Actuarial loss

     —           963,964   

Benefits paid

     (11,618,512      (341,043

Effect of settlement (non-recurring)

     2,251,769         —     

Benefit obligation at end of year

   $ —         $ 9,232,545   

Change in qualified plan assets

     

Fair value of qualified plan assets at beginning of year

   $ 7,044,299       $ 7,159,527   

Actual return on plan assets

     39,466         27,421   

Contributions

     858,979         —     

Qualified plan benefits paid

    
(7,942,744

     (142,649

Fair value of qualified plan assets at end of year

   $ —         $ 7,044,299   

Funded status

   $ —         $ (2,188,246

 

The accumulated benefit obligation for all defined benefit pension plans was $0 and $9,232,545 at December 31, 2015 and 2014, respectively.

 

13


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

Items impacting the Fund's pension cost and accumulated other comprehensive income were:

 

     2015      2014  

Components of pension cost

     

Interest cost

   $ 134,198       $ 331,489   

Expected return on plan assets

     (36,871      (57,754

Net loss component

     155,995         151,830   

Effect of settlement (non-recurring)

     4,471,424         —     

Pension cost

   $ 4,724,746       $ 425,565   

Accumulated other comprehensive income

     

Defined benefit pension plans:

     

Balance at beginning of year

   $ (2,375,650    $ (1,535,718

Net actuarial loss arising during period

     —           (991,762

Reclassifications to net periodic pension cost:

     

Amortization of net loss

     155,995         151,830   

Effect of settlement (non-recurring)

     2,219,655         —     

Balance at end of year (comprised of net actuarial losses)

   $ —         $ (2,375,650

 

Assumptions used to determine benefit obligations and net periodic pension cost were:

 

     2015      2014  

Discount rate (benefit obligations)

     —           3.33

Discount rate (net periodic pension cost)

     3.33      4.25

Rate of compensation increase

     —           —     

Expected return on plan assets

     1.80      1.20

 

The assumption used to determine expected return on plan assets was based on historical and future expected returns of multiple asset classes in order to develop a risk-free real rate of return and risk premiums for each asset class. The overall rate for each asset class was developed by combining a long-term inflation component, the risk-free real rate of return, and the associated risk premium. A weighted average rate was developed based on those overall rates and the target asset allocation of the plan.

 

7. EQUITY-BASED COMPENSATION

 

The 2005 Equity Incentive Compensation Plan ("2005 Plan"), adopted at the 2005 Annual Meeting and reapproved at the 2010 Annual Meeting, permits the granting of restricted stock awards (both performance and nonperformance-based), as well as stock option and other stock incentives, to all employees and nonemployee directors. The 2005 Plan expired on April 27, 2015, and, therefore, no additional shares are available for future grants at this time. Under the terms in the now-expired 2005 Plan, for grants issued prior to expiration, restricted stock awards typically have a three-year vesting period. For performance-based restricted stock awards, the ultimate number of shares earned is contingent on achieving certain performance targets. If performance targets are not achieved, all or a portion of the restricted shares are forfeited. The 2005 Plan provides for accelerated vesting in the event of death or retirement. Outstanding awards were granted at fair market value on grant date (determined by the average of the high and low price on that date).

 

Awards

  

Shares/Units

     Weighted Average
Grant-Date Fair
Value
 

Balance at December 31, 2014

     199,175       $ 12.36   

Granted:

     

Restricted stock

     36,697         13.65   

Deferred stock units

     5,656         13.33   

Vested & issued

     (45,588      11.41   

Forfeited

     (9,019      10.09   

Balance at December 31, 2015 (includes 25,688 performance-based awards and 161,233 nonperformance-based awards)

     186,921       $ 12.62   

 

14


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

Compensation cost resulting from awards granted under the 2005 Plan are based on the fair market value of the award on grant date and recognized on a straight-line basis over the requisite service period. For those awards with performance conditions, compensation costs are based on the most probable outcome and, if such goals are not met, compensation cost is not recognized and any previously recognized compensation cost is reversed. The total compensation cost for restricted stock granted to employees for the year ended December 31, 2015 was $617,170. The total compensation costs for restricted stock units granted to non-employee directors for the year ended December 31, 2015 was $16,905. As of December 31, 2015, there were total unrecognized compensation costs of $749,456, a component of additional capital surplus, related to nonvested equity-based compensation arrangements granted under the 2005 Plan. That cost is expected to be recognized over a weighted average period of 1.48 years. The total fair value of shares and units vested and issued during the year ended December 31, 2015 was $626,372.

 

8. OFFICER AND DIRECTOR COMPENSATION

 

The aggregate remuneration paid by the Fund during the year ended December 31, 2015 to officers and directors amounted to $4,622,817, of which $451,222 was paid to directors who were not officers. These amounts represent the taxable income to the Fund's officers and directors and, therefore, differ from the amounts reported in the accompanying Statement of Operations that are recorded and expensed in accordance with generally accepted accounting principles.

 

9. PORTFOLIO SECURITIES LOANED

 

The Fund makes loans of securities to approved brokers to earn additional income. It receives as collateral cash deposits, U.S. Government securities, or bank letters of credit valued at 102% of the value of the securities on loan. The market value of the loaned securities is calculated based upon the most recent closing prices and any additional required collateral is delivered to the Fund on the next business day. Cash deposits are placed in a registered money market fund. The Fund accounts for securities lending transactions as secured financing and receives compensation in the form of fees or retains a portion of interest on the investment of any cash received as collateral. The Fund also continues to receive interest or dividends on the securities loaned. Gain or loss in the fair value of the securities loaned that may occur during the term of the loan will be for the account of the Fund. At December 31, 2015, the Fund had no outstanding securities on loan. The Fund is indemnified by the Custodian, serving as lending agent, for the loss of loaned securities and has the right under the lending agreement to recover the securities from the borrower on demand.

 

10. OPERATING LEASE COMMITMENTS

 

The Fund leases office space and equipment under operating lease agreements expiring at various dates through the year 2026. The Fund recognized rental expense of $440,936 in 2015, and its minimum rental commitments are as follows:

 

2016

   $ 169,361   

2017

     315,080   

2018

     322,827   

2019

     260,476   

2020

     258,557   

Thereafter

     1,636,255   

Total

   $ 2,962,556   

 

 

15


FINANCIAL HIGHLIGHTS

 

 

     Year Ended December 31,  
     

2015   

    

2014   

    

2013   

   

2012   

   

2011   

 

Per Share Operating Performance

  

      

Net asset value, beginning of year

     $15.87         $15.09         $12.43        $11.54        $12.65   

Net investment income

     0.13         0.20         0.20        0.19        0.16   

Net realized gain and change in unrealized appreciation

             1.83         3.32        1.41        (0.56

Change in accumulated other
comprehensive income (note 6)

     0.02         (0.01      0.01               (0.01

Total from operations

     0.15         2.02         3.53        1.60        (0.41

Less distributions from:

            

Net investment income

     (0.14      (0.20      (0.22     (0.18     (0.15

Net realized gain

     (0.79      (0.98      (0.62     (0.49     (0.50

Total distributions

     (0.93      (1.18      (0.84     (0.67     (0.65

Capital share repurchases (note 5)

     0.02         0.02         0.02                 

Reinvestment of distributions

     (0.07      (0.08      (0.05     (0.04     (0.05

Total capital share transactions

     (0.05      (0.06      (0.03     (0.04     (0.05
Net asset value, end of year      $15.04         $15.87         $15.09        $12.43        $11.54   

Market price, end of year

     $12.83         $13.68         $13.07        $10.59        $9.64   
Total Investment Return*             

Based on market price

     0.7%         13.7%         31.8%        16.9%        (4.2)%   

Based on net asset value

     1.8%         14.3%         29.7%        14.7%        (2.8)%   
Ratios/Supplemental Data             

Net assets, end of year (in millions)

     $1,472         $1,528         $1,422        $1,156        $1,051   

Ratio of expenses to average net assets

     0.96% †       0.58%         0.69% ††      0.65% ††      0.55%   

Ratio of net investment income to
average net assets

     0.79% †       1.29%         1.44% ††      1.54% ††      1.25%   

Portfolio turnover

     22.0%         26.6%         55.9%        27.4%        21.5%   

Number of shares outstanding at
end of year (in 000's)

     97,914         96,287         94,224        93,030        91,074   

 

*   Total investment return assumes reinvestment of all distributions at the price received in the Fund's dividend reinvestment plan.
  Ratio of expenses to average net assets was 0.67%, excluding the one-time charge of $4,471,424 related to the termination of the defined benefit plans (note 6), and the ratio of net investment income to average net assets was 1.08%.
††   Ratios of expenses to average net assets were 0.63% in both 2013 and 2012, excluding non-recurring pension-related settlement charges. The adjusted ratios of net investment income to average net assets were 1.50% and 1.56% in 2013 and 2012, respectively.

 

16


SCHEDULE OF INVESTMENTS

 

 

December 31, 2015

 

      Shares      Value (A)  

Common Stocks — 98.7%

     

Consumer Discretionary — 12.4%

     

Amazon.com, Inc. (B)

     50,000       $ 33,794,500   

BorgWarner Inc.

     137,000         5,922,510   

Comcast Corp. (Class A)

     559,800         31,589,514   

Dollar General Corp.

     271,400         19,505,518   

Hanesbrands Inc.

     608,000         17,893,440   

Las Vegas Sands Corp.

     150,000         6,576,000   

Lowe's Companies, Inc.

     405,000         30,796,200   

Magna International Inc.

     252,000         10,221,120   

Walt Disney Co.

     252,600         26,543,208   
     

 

 

 
        182,842,010   
     

 

 

 

Consumer Staples — 9.6%

     

Coca-Cola Co.

     186,000         7,990,560   

CVS Health Corp.

     314,000         30,699,780   

Kroger Co.

     508,000         21,249,640   

PepsiCo, Inc.

     343,500         34,322,520   

Philip Morris International Inc.

     262,800         23,102,748   

Procter & Gamble Co.

     131,850         10,470,208   

Spectrum Brands Holdings, Inc.

     131,500         13,386,700   
     

 

 

 
        141,222,156   
     

 

 

 

Energy — 7.0%

     

Adams Natural Resources Fund, Inc. (C)

     2,186,774         38,793,371   

Chevron Corp.

     218,000         19,611,280   

EOG Resources, Inc.

     151,200         10,703,448   

Exxon Mobil Corp.

     101,000         7,872,950   

Halliburton Co.

     354,400         12,063,776   

Marathon Petroleum Corp.

     166,000         8,605,440   

Noble Energy, Inc.

     175,000         5,762,750   
     

 

 

 
        103,413,015   
     

 

 

 

Financials — 17.4%

     

ACE Ltd.

     98,000         11,451,300   

Allstate Corp.

     318,000         19,744,620   

American International Group, Inc.

     263,000         16,298,110   

American Tower Corp.

     105,000         10,179,750   

BlackRock Inc.

     45,500         15,493,660   

Capital One Financial Corp.

     245,000         17,684,100   

Citigroup Inc.

     447,000         23,132,250   

Intercontinental Exchange, Inc.

     64,000         16,400,640   

iShares US Real Estate ETF

     107,722         8,090,999   

JPMorgan Chase & Co.

     450,000         29,713,500   

Nasdaq, Inc.

     208,000         12,099,360   

Prudential Financial, Inc.

     246,000         20,026,860   

Simon Property Group, Inc.

     89,500         17,402,380   

Wells Fargo & Co.

     719,000         39,084,840   
     

 

 

 
        256,802,369   
     

 

 

 

 

17


SCHEDULE OF INVESTMENTS (CONTINUED)

 

 

December 31, 2015

 

      Shares      Value (A)  

Health Care — 15.0%

     

AbbVie Inc.

     380,000       $ 22,511,200   

Aetna Inc.

     183,900         19,883,268   

Allergan plc (B)

     107,096         33,467,500   

Biogen Inc. (B)

     47,000         14,398,450   

Celgene Corp. (B)

     164,000         19,640,640   

Cigna Corp.

     145,800         21,334,914   

Edwards Lifesciences Corp. (B)

     244,000         19,271,120   

Gilead Sciences, Inc.

     235,900         23,870,721   

Johnson & Johnson

     64,000         6,574,080   

Merck & Co., Inc.

     480,000         25,353,600   

Novartis AG

     177,000         15,229,080   
     

 

 

 
        221,534,573   
     

 

 

 

Industrials — 9.3%

     

Boeing Co.

     205,000         29,640,950   

Delta Air Lines, Inc.

     311,900         15,810,211   

Dover Corp.

     176,000         10,790,560   

FedEx Corp.

     80,000         11,919,200   

General Electric Co.

     246,500         7,678,475   

Honeywell International Inc.

     287,500         29,776,375   

Southwest Airlines Co.

     204,900         8,822,994   

Union Pacific Corp.

     278,000         21,739,600   
     

 

 

 
        136,178,365   
     

 

 

 

Information Technology — 21.3%

     

Adobe Systems Inc. (B)

     122,000         11,460,680   

Alphabet Inc. (Class A) (B)

     35,500         27,619,355   

Alphabet Inc. (Class C) (B)

     35,597         27,013,851   

Apple Inc.

     581,200         61,177,112   

Automatic Data Processing, Inc.

     55,800         4,727,376   

Cisco Systems, Inc.

     446,000         12,111,130   

Facebook, Inc. (Class A) (B)

     303,300         31,743,378   

Gartner, Inc. (B)

     165,000         14,965,500   

Lam Research Corp.

     127,600         10,133,992   

MasterCard, Inc. (Class A)

     230,000         22,392,800   

Microsoft Corp.

     836,800         46,425,664   

NXP Semiconductors N.V. (B)

     122,200         10,295,350   

Oracle Corp.

     221,000         8,073,130   

Visa Inc. (Class A)

     322,000         24,971,100   
     

 

 

 
        313,110,418   
     

 

 

 

Materials — 2.2%

     

CF Industries Holdings, Inc.

     203,155         8,290,756   

LyondellBasell Industries N.V. (Class A)

     186,000         16,163,400   

PPG Industries, Inc.

     85,000         8,399,700   
     

 

 

 
        32,853,856   
     

 

 

 

 

18


SCHEDULE OF INVESTMENTS (CONTINUED)

 

 

December 31, 2015

 

      Shares      Value (A)  

Telecommunication Services — 1.9%

     

SBA Communications Corp. (Class A) (B)

     90,000       $ 9,456,300   

Verizon Communications Inc.

     389,000         17,979,580   
     

 

 

 
        27,435,880   
     

 

 

 

Utilities — 2.6%

     

AGL Resources Inc.

     145,000         9,252,450   

CMS Energy Corp.

     225,000         8,118,000   

Edison International

     98,000         5,802,580   

NextEra Energy, Inc.

     81,000         8,415,090   

Pinnacle West Capital Corp.

     97,500         6,286,800   
     

 

 

 
        37,874,920   
     

 

 

 

Total Common Stocks
(Cost $1,058,953,769)

        1,453,267,562   
     

 

 

 

Other Investments — 0.0%

  

  

Financial — 0.0%

     

Adams Funds Advisers, LLC (B)(D)
(Cost $150,000)

        317,000   
     

 

 

 

Short-Term Investments — 1.4%

     

Money Market Funds — 1.4%

     

Western Asset Institutional Cash Reserves Fund, 0.30% (E)

     19,898,688         19,898,688   
     

 

 

 

Total Short-Term Investments
(Cost $19,898,688)

        19,898,688   
     

 

 

 

Total Investments — 100.1% of Net Assets
(Cost $1,079,002,457)

      $ 1,473,483,250   

 

 

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. See note 1 to financial statements.
(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.

 

19


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Shareholders of Adams Diversified Equity Fund, Inc.:

 

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Adams Diversified Equity Fund, Inc. (the "Fund") at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2015 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

Baltimore, MD

February 12, 2016

 

20


CHANGES IN PORTFOLIO SECURITIES

 

 

During the six months ended December 31, 2015

(unaudited)

    Purchases
(Cost)
    Sales
(Proceeds)
    Market Value
December 31,
2015
 

AbbVie Inc.

  $ 22,237,600        $ 22,511,200   

ACE Ltd.

    11,365,315          11,451,300   

Adams Funds Advisers, LLC

    116,129 (1)        317,000   

Adobe Systems Inc.

    11,176,506          11,460,680   

Allergan plc

    11,757,459          33,467,500   

American International Group, Inc.

    7,357,477          16,298,110   

BlackRock Inc.

    14,722,057          15,493,660   

Cigna Corp.

    20,067,442          21,334,914   

CMS Energy Corp.

    7,246,868          8,118,000   

Delta Air Lines, Inc.

    2,082,820          15,810,211   

Halliburton Co.

    13,847,684          12,063,776   

Intercontinental Exchange, Inc.

    14,832,849          16,400,640   

iShares North American Tech ETF

    6,016,880      $ 5,892,296          

Microsoft Corp.

    9,291,051          46,425,664   

NXP Semiconductors N.V.

    11,193,108          10,295,350   

Polaris Industries Inc.

    11,015,286        7,335,709          

PPG Industries, Inc.

    7,944,899          8,399,700   

Prudential Financial, Inc.

    4,457,925          20,026,860   

Southwest Airlines Co.

    7,102,427          8,822,994   

Aetna Inc.

      3,484,323        19,883,268   

Allstate Corp.

      760,299        19,744,620   

Apple Inc.

      8,267,774        61,177,112   

Automatic Data Processing, Inc.

      4,556,432        4,727,376   

Berkshire Hathaway Inc. (Class B)

      8,576,152          

CF Industries Holdings, Inc.

      3,169,720        8,290,756   

Citigroup Inc.

      8,845,107        23,132,250   

Edison International

      2,856,157        5,802,580   

Fluor Corp.

      6,071,850          

Gilead Sciences, Inc.

      11,135,537        23,870,721   

Intel Corp.

      5,439,892          

International Business Machines Corp.

      6,156,979          

iShares US Real Estate ETF

      2,942,818        8,090,999   

Lincoln National Corp.

      14,941,633          

McKesson Corp.

      18,942,339          

Nasdaq, Inc.

      8,168,796        12,099,360   

Navient Corp.

      6,161,387          

Novartis AG

      5,347,668        15,229,080   

NRG Energy, Inc.

      4,288,253          

Oracle Corp.

      3,084,007        8,073,130   

Pinnacle West Capital Corp.

      1,010,083        6,286,800   

Praxair, Inc.

      7,650,890          

QUALCOMM Inc.

      3,338,813          

Schlumberger Ltd.

      13,738,178          

United Technologies Corp.

      15,424,872          

Valeant Pharmaceuticals International, Inc.

      8,461,958          

Walt Disney Co.

      7,220,058        26,543,208   

Western Digital Corp.

      4,901,616          

Whirlpool Corp.

      10,941,437          

 

(1)  

Investment in controlled, affiliated company

 

21


HISTORICAL FINANCIAL STATISTICS

 

 

(unaudited)

 

Year

  Value of
Net Assets
    Shares
Outstanding
    Net Asset
Value
Per Share
    Market
Value
Per Share
    Income
Dividends
Per Share
    Capital
Gains
Distributions
Per Share
    Total
Dividends
and
Distributions
Per Share
    Annual
Distribution
Rate*
 

2001

  $ 1,368,366,316        85,233,262      $ 16.05      $ 14.22      $ .26      $ 1.39      $ 1.65        9.6

2002

    1,024,810,092        84,536,250        12.12        10.57        .19        .57        .76        6.2   

2003

    1,218,862,456        84,886,412        14.36        12.41        .17        .61        .78        6.8   

2004

    1,295,548,900        86,135,292        15.04        13.12        .24        .66        .90        7.1   

2005

    1,266,728,652        86,099,607        14.71        12.55        .22        .64        .86        6.7   

2006

    1,377,418,310        86,838,223        15.86        13.87        .23        .67        .90        6.8   

2007

    1,378,479,527        87,668,847        15.72        14.12        .32        .71        1.03        7.1   

2008

    840,012,143        87,406,443        9.61        8.03        .26        .38        .64        5.7   

2009

    1,045,027,339        87,415,193        11.95        10.10        .15        .30        .45        5.2   

2010

    1,124,671,966        88,885,186        12.65        10.72        .14        .37        .51        5.1   

2011

    1,050,733,678        91,073,899        11.54        9.64        .15        .50        .65        6.1   

2012

    1,155,997,037        93,029,724        12.43        10.59        .18        .49        .67        6.3   

2013

    1,421,550,920        94,223,617        15.09        13.07        .22        .62        .84        7.1   

2014

    1,527,772,661        96,286,656        15.87        13.68        .20        .98        1.18        8.8   

2015

    1,472,144,157        97,913,946        15.04        12.83        .14        .79        .93        6.8   

 

*   The annual distribution rate is the total dividends and capital gain distributions during the year divided by the Fund's average month-end stock price. For years prior to 2011, the average month-end stock price is determined for the calendar year. For 2011 and later, the average month-end stock price is determined for the twelve months ended October 31, which is consistent with the calculation used for the annual 6% minimum distribution rate commitment adopted in September 2011.

 

SHAREHOLDER INFORMATION AND SERVICES

 

 

Dividend Payment Schedule

 

The Fund presently pays dividends four times a year, as follows: (a) three interim distributions on or about March 1, June 1, and September 1, and (b) a "year-end" distribution, payable in late December, consisting of the estimated balance of the net investment income for the year, the net realized capital gains earned through October 31 and, if applicable, a return of capital. Shareholders may elect to receive the year-end distribution in stock or cash. In connection with this distribution, all shareholders of record are sent a dividend announcement notice and an election card in mid-November. Shareholders holding shares in "street" or brokerage accounts may make their election by notifying their brokerage house representative.

 

Electronic Delivery of Shareholder Reports

 

The Fund offers shareholders the benefits and convenience of viewing Quarterly and Annual Reports and other shareholder materials on-line. With your consent, paper copies of these documents will cease with the next mailing and will be provided via e-mail. Reduce paper mailed to your home and help lower the Fund's printing and mailing costs. To enroll, please visit the following websites:

 

Registered shareholders with AST: www.amstock.com/main

Shareholders using brokerage accounts: http://enroll.icsdelivery.com/ADX

 

 

22


OTHER INFORMATION

 

 

Statement on Quarterly Filing of Complete Portfolio Schedule

In addition to publishing its complete schedule of portfolio holdings in the First and Third Quarter Reports to shareholders, the Fund also files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the Commission's website: www.sec.gov. The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund also posts a link to its Forms N-Q on its website: www.adamsfunds.com under the headings "Funds" and then "Reports & Literature".

 

Annual Certification

 

The Fund's CEO has submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.

 

Proxy Voting Policies and Record

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities owned by the Fund and the Fund's proxy voting record for the 12-month period ended June 30, 2015 are available (i) without charge, upon request, by calling the Fund's toll free number at (800) 638-2479; (ii) on the Fund's website: www.adamsfunds.com under the headings "Funds" and then "Reports & Literature"; and (iii) on the Securities and Exchange Commission's website: www.sec.gov.

 

Forward-Looking Statements

 

This report contains "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund's actual results are the performance of the portfolio of stocks held by the Fund, the conditions in the U.S. and international financial markets, the price at which shares of the Fund will trade in the public markets, and other factors discussed in the Fund's periodic filings with the Securities and Exchange Commission.

 

Privacy Policy

 

In order to conduct its business, the Fund, through its transfer agent, American Stock Transfer & Trust Company, collects and maintains certain nonpublic personal information about our shareholders of record with respect to their transactions in shares of our securities. This information includes the shareholder's address, tax identification or Social Security number, share balances, and dividend elections. We do not collect or maintain personal information about shareholders whose shares of our securities are held in "street name" by a financial institution such as a bank or broker.

 

We do not disclose any nonpublic personal information about you, our other shareholders or our former shareholders to third parties unless necessary to process a transaction, service an account or as otherwise permitted by law.

 

To protect your personal information internally, we restrict access to nonpublic personal information about our shareholders to those employees who need to know that information to provide services to our shareholders. We also maintain certain other safeguards to protect your nonpublic personal information.

 

23


DIRECTORS

 

 

Name (Age)

Director Since

  

Principal Occupation(s)

During Past 5 Years

  

Number of

Portfolios

in Fund

Complex

Overseen

by Director

   Other Current Directorships

Independent Directors

     

Enrique R. Arzac, Ph.D. (74)

1983

  

Professor Emeritus

Graduate School of Business, Columbia University

  

Two

  

Aberdeen Asset Management Funds

(6 closed-end funds)

Credit Suisse Asset Management Funds

(2 closed-end, 9 open-end funds)

Mirae Asset Discovery Funds

(6 open-end funds)

Phyllis O. Bonanno (72)

2003

  

Retired President & CEO

International Trade Solutions, Inc. (consultants) (until 2009)

  

Two

    

Kenneth J. Dale (59)

2008

  

Senior Vice President and

Chief Financial Officer

The Associated Press

   Two     

Frederic A. Escherich (63)

2006

   Private Investor    Two     

Roger W. Gale, Ph.D. (69)

2005

  

President & CEO

GF Energy, LLC (electric power consultants)

  

Two

    

Kathleen T. McGahran,
Ph.D., J.D., CPA (65)

2003

Chair of the Board

  

President & CEO

Pelham Associates, Inc. (executive education provider)

 

External Professor

Tuck School of Business,

Dartmouth College

  

Two

  

Scor Global Life Reinsurance

Scor Reinsurance of New York

Craig R. Smith, M.D. (69)

2005

  

President

Williston Consulting LLC (pharmaceutical and biotechnology consulting)

 

Chief Operating Officer

Algenol LLC (ethanol manufacturing) (until 2014)

  

Two

    

Interested Director

        

Mark E. Stoeckle (59)

2013

  

Chief Executive Officer

(since 2013)

Adams Diversified Equity Fund, Inc.

Adams Natural Resources Fund, Inc.

 

President (since 2015)

Adams Diversified Equity Fund, Inc.

 

Chief Investment Officer, US Equities and Global Sector Funds

BNP Paribas Investment Partners (prior to 2013)

  

Two

 

    

 

All Directors serve for a term of one year upon their election at the Annual Meeting of Shareholders. The address for each Director is the Fund's office.

 

24


OFFICERS

 

 

Name (Age)

Employee Since

  Principal Occupation(s) During Past 5 Years

Mark E. Stoeckle (59)

2013

  Chief Executive Officer of the Fund and Adams Natural Resources Fund, Inc. since 2013 and President of the Fund since 2015; Chief Investment Officer, U.S. Equities and Global Sector Funds, BNP Paribas Investment Partners (prior to 2013)

James P. Haynie, CFA (53)

2013

  Executive Vice President of the Fund and President of Adams Natural Resources Fund, Inc. since 2015; President of the Fund and Executive Vice President of Adams Natural Resources Fund, Inc. (2013-2015); Chief Investment Officer, US Equities and Global Sector Funds, BNP Paribas Investment Partners (2013); Senior Portfolio Manager, BNP Paribas Investment Partners (prior to 2013)

D. Cotton Swindell, CFA (52)

2002

  Executive Vice President since 2015; Vice President-Research (prior to 2015)

Nancy J. F. Prue, CFA (61)

1982

  Executive Vice President, Director of Shareholder Communications of the Fund and Adams Natural Resources Fund, Inc. since 2015; Executive Vice President of the Fund (prior to 2015); President of Adams Natural Resources Fund, Inc. (2012-2015); Executive Vice President of Adams Natural Resources Fund, Inc. (prior to 2012)

Brian S. Hook, CFA, CPA (46)

2008

  Vice President, Chief Financial Officer and Treasurer of the Fund and Adams Natural Resources Fund, Inc. since 2013; Chief Financial Officer and Treasurer of the Fund and Adams Natural Resources Fund, Inc. (2012-2013); Treasurer of the Fund and Adams Natural Resources Fund, Inc. (prior to 2012)

Lawrence L. Hooper, Jr. (63)

1997

  Vice President, General Counsel, Secretary and Chief Compliance Officer of the Fund and Adams Natural Resources Fund, Inc.

Steven R. Crain, CFA (44)

2012

  Vice President-Research since 2014; Senior Research Analyst (2012-2014); Equity Analyst and Portfolio Manager, MTB Investment Advisors (prior to 2012)

Michael E. Rega, CFA (56)

2014

  Vice President-Research of the Fund and Adams Natural Resources Fund, Inc. since 2014; Senior Equity Analyst and Portfolio Manager, BNP Paribas Investment Partners (prior to 2014)

David R. Schiminger, CFA (44)

2002

  Vice President-Research

Christine M. Sloan, CPA (43)

1999

  Assistant Treasurer of the Fund and Adams Natural Resources Fund, Inc.

 

All officers serve for a term of one year upon their election by the Board of Directors at the annual organization meeting. The address for each officer is the Fund's office.

 

SERVICE PROVIDERS

 

 

Counsel

   Chadbourne & Parke LLP

Independent Registered Public Accounting Firm

   PricewaterhouseCoopers LLP

Custodian of Securities

   Brown Brothers Harriman & Co.

Transfer Agent & Registrar

  

American Stock Transfer & Trust Company, LLC

Stockholder Relations Department

6201 15th Avenue

Brooklyn, NY 11219

(877) 260-8188

Website: www.amstock.com

E-mail: info@amstock.com


LOGO

Item 2. Code of Ethics.

On June 12, 2003, the Board of Directors adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The code of ethics is available on the registrant's website at: www.adamsfunds.com.

 

Item 3. Audit Committee Financial Expert.

The Board of Directors has determined that at least one of the members of the registrant's audit committee meets the definition of audit committee financial expert as that term is defined by the Securities and Exchange Commission. The directors on the registrant's audit committee whom the Board of Directors has determined meet such definition are Frederic A. Escherich and Enrique R. Arzac, who are independent pursuant to paragraph (a)(2) of this Item.

 

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees. The aggregate fees for professional services rendered by the registrant's independent registered public accounting firm, PricewaterhouseCoopers LLP, for the audit of the registrant's annual financial statements and review of the registrant's semi-annual financial statements for 2015 and 2014 were $78,138 and $75,403, respectively.

(b) Audit-Related Fees. There were no audit-related fees in 2015 and 2014.

(c) Tax Fees. The aggregate fees for professional services rendered to the registrant by PricewaterhouseCoopers LLP for the review of the registrant's excise tax calculations and preparations of federal, state, and excise tax returns for 2015 and 2014 were $9,462 and $9,646, respectively.

(d) All Other Fees. The aggregate fees for services rendered to the registrant by PricewaterhouseCoopers LLP, other than for the services referenced above, for 2015 and 2014 were $4,315 and $4,190, respectively, which related to the review of the registrant's procedures for calculating the amounts granted and vested for the registrant's employees in accordance with the registrant's 2005 Equity Incentive Compensation Plan, review of the registrant's calculations related to that plan, and preparation of a related report to the registrant's Compensation Committee.

(e)

(1)

The audit committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent accountants. In assessing requests for services by the independent accountants, the audit committee considers whether such services are consistent with the auditor's independence; whether the independent accountants are likely to provide the most effective and efficient service based upon their familiarity with the registrant; and whether the service could enhance the registrant's ability to manage or control risk or improve financial statement audit and review quality. The audit committee may delegate pre-approval authority to its Chair. Any pre-approvals by the Chair under this delegation are to be reported to the audit committee at its next scheduled meeting. All services performed in 2015 and 2014 were pre-approved by the audit committee.

 

(2)

Not applicable.

(f) Not applicable.

(g) The aggregate fees for non-audit professional services rendered by PricewaterhouseCoopers LLP to the registrant for 2015 and 2014 were $13,777 and $13,836, respectively.

(h) The registrant's audit committee has considered the provision by PricewaterhouseCoopers LLP of the non-audit services described above and found that they are compatible with maintaining PricewaterhouseCoopers LLP's independence.

 

Item 5. Audit Committee of Listed Registrants.

(a) The registrant has a standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are: Frederic A. Escherich, Enrique R. Arzac, Phyllis O. Bonanno, and Craig R. Smith.

(b) Not applicable.

 

Item 6. Investments.

(a) This schedule is included as part of the Report to Stockholders filed under Item 1 of this form.

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

PROXY VOTING GUIDELINES

The registrant follows long-standing general guidelines for the voting of portfolio company proxies and takes very seriously its responsibility to vote all such proxies. The portfolio company proxies are evaluated by our research staff and voted by our portfolio management team, and we annually provide the Board of Directors with a report on how proxies were voted during the previous year. We do not use an outside service to assist us in voting our proxies.

As an internally-managed investment company, the registrant uses its own staff of research analysts and portfolio managers. In making the decision to invest in a company for the portfolio, among the factors the research team analyses is the integrity and competency of the company's management. We must be satisfied that the companies we invest in are run by managers with integrity. Therefore, having evaluated this aspect of our portfolio companies' managements, we give significant weight to the recommendations of the company's management in voting on proxy issues.

We vote proxies on a case-by-case basis according to what we deem to be the best long-term interests of our shareholders. The key over-riding principle in any proxy vote is that stockholders be treated fairly and equitably by the portfolio company's management. In general, on the election of directors and on routine issues that we do not believe present the possibility of an adverse impact upon our investment, after reviewing whether applicable corporate governance requirements as to board and committee composition have been met, we will vote in accordance with the recommendations of the company's management. When we believe that the management's recommendation is not in the best interests of our stockholders, we will vote against that recommendation.

Stock Options

Our general guideline is to vote against stock option plans that we believe are unduly dilutive of our stock holdings in the company. We use a general guideline that we will vote against any stock option plan that results in dilution in shares outstanding exceeding 4%. Most stock option plans are established to motivate and retain key employees and to reward them for their achievement. An analysis of a stock option plan cannot be made in a vacuum but must be made in the context of the company's overall compensation scheme. In voting on stock option plans, we give consideration to whether the stock option plan is broad-based in the number of employees who are eligible to receive grants under the plan. We generally vote against plans that permit re-pricing of grants or the issuance of options with exercise prices below the grant date value of the company's stock.

Corporate Control/Governance Issues

Unless we conclude that the proposal is favorable to our interests as a long-term shareholder in the company, we have a long-standing policy of voting against proposals to create a staggered board of directors. In conformance with that policy, we will generally vote in favor of shareholder proposals to eliminate the staggered election of directors.

Unless we conclude that the proposal is favorable to our interests as a long-term shareholder in the company, our general policy is to vote against amendments to a company's charter that can be characterized as blatant anti-takeover provisions.

With respect to so-called golden parachutes and other severance packages, it is our general policy to vote against proposals relating to future employment contracts that provide that compensation will be paid to any director, officer or employee that is contingent upon a merger or acquisition of the company.

We generally vote for proposals to require that the majority of a board of directors consist of independent directors and vote against proposals to establish a retirement plan for non-employee directors.

We have found that most stockholder proposals relating to social issues focus on very narrow issues that either fall within the authority of the company's management, under the oversight of its board of directors, to manage the day-to-day operations of the company or concern matters that are more appropriate for global solutions rather than company-specific ones. We consider these proposals on a case-by-case basis but usually are persuaded if management's position is reasonable and vote in accordance with management's recommendation on these types of proposals.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)

(1) As of the date of this filing, Mark E. Stoeckle, Chief Executive Officer and President, James P. Haynie, Executive Vice President, and D. Cotton Swindell, Executive Vice President, comprise the three-person portfolio management team for the registrant. Mr. Stoeckle has served as portfolio manager for the registrant since February 11, 2013; prior thereto, he served as Chief Investment Officer, U.S. Equities and Global Sector Funds, for BNP Paribas Investment Partners. Mr. Haynie has been a member of the portfolio management team since August 19, 2013, serving as President until January 21, 2015; prior thereto, Mr. Haynie served as Chief Investment Officer, U.S. Equities, for BNP Paribas Investment Partners from February 2013 and was Senior Portfolio Manager at BNP Paribas Investment Partners from 2005 to 2013. D. Cotton Swindell has served as Executive Vice President and on the portfolio management team since January 21, 2015; prior thereto, Mr. Swindell served as Vice President- Research for the registrant from 2004 and a research analyst for the registrant from 2002 to 2004. Mr. Stoeckle is the lead member of the portfolio management team. Messrs. Stoeckle, Haynie and Swindell receive investment recommendations from a team of research analysts and make decisions jointly about any investment transactions in the portfolio.

 

(2) As of the date of this filing, Messrs. Stoeckle and Haynie also serve on the portfolio management team for the registrant's non-controlled affiliate, Adams Natural Resources Fund, Inc. ("Adams NatRes"), a registered investment company with total net assets of $582,676,811 as of December 31, 2015. Mr. Stoeckle is Chief Executive Officer of Adams NatRes and Mr. Haynie is President. Adams NatRes is a non-diversified fund specializing in the energy and natural resources sectors and the registrant is a diversified fund with a different focus. There are few material conflicts of interest that may arise in connection with the portfolio management of both funds. The funds do not buy or sell securities or other portfolio holdings to or from the other, and policies and procedures are in place covering the sharing of expenses and the allocation of investment opportunities, including bunched orders and investments in initial public offerings, between the funds.

 

(3) As of December 31, 2015, the registrant's portfolio managers are compensated through a plan consisting of salary and annual cash incentive compensation, of which the amount in any year is determined by the Compensation Committee, comprised solely of independent director members of the Board of Directors ("Committee"). The Committee has periodically employed a compensation consultant to review the plan. The structure and methods used to determine the compensation of the portfolio managers were as follows: Salaries are determined by using appropriate industry surveys and information about the local market. Incentive compensation is based on a combination of relative fund performance of the registrant and Adams NatRes, with 70% weighting, and individual performance, with a 30% weighting. Target incentives are set annually based on aggregate compensation less salary for each position. Fund performance used in determining incentive compensation is measured over a one-year period, accounting for one-fourth of the calculation, a three-year period, which accounts for one-half, and a five-year period, which accounts for one-fourth. The registrant's total return on net asset value ("NAV") over each of these periods is used to determine performance relative to a 50/50 blend of the S&P 500 Index and the Lipper Large-Cap Core universe. Using these calculations, the incentive compensation can be less than or exceed the established target.

The registrant's Equity Incentive Compensation Plan, approved by shareholders in 2005 and reapproved in 2010, expired on April 27, 2015. The registrant's portfolio managers are no longer compensated with grants of equity compensation.

As of December 31, 2015, the structure of the compensation that the portfolio managers receive from Adams NatRes is the same as that for the registrant with the exception that the portfolio managers' incentive compensation is based on a comparison with the performance of an 80/20 blend of the Dow Jones U.S. Oil and Gas Index and the Dow Jones U.S. Basic Materials Index.

  (4) Using a valuation date of December 31, 2015, Messrs. Stoeckle and Haynie each beneficially owned equity securities in the registrant valued between $500,001 and $1,000,000. Mr. Swindell beneficially owned equity securities in the registrant valued between $100,001 and $500,000.
(b) Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

 

Total Number
of Shares (or Units Purchased)

 

Average Price Paid
per Share (or Unit)

 

 

Total Number of Shares
(or Units) Purchased as
Part of Publicly Announced Plans or Programs

 

Maximum Number of
Shares (or Units) That
May Yet Be Purchased
Under the Plans or Programs

 
 

-----------------------------------

 

-----------------------------------

 

----------------------------------

 

-----------------------------------

 

January 2015

75,000

 

$13.57

 

75,000

 

4,494,500

 

February 2015

142,500

 

$13.97

 

142,500

 

4,352,000

 

March 2015

165,000

 

$14.05

 

165,000

 

4,187,000

 

April 2015

82,500

 

$14.03

 

82,500

 

4,104,500

 

May 2015

142,500

 

$14.26

 

142,500

 

3,962,000

 

June 2015

157,500

 

$14.17

 

157,500

 

3,804,500

 

July 2015

60,000

 

$14.05

 

60,000

 

3,744,500

 

August 2015

29,400

 

$13.70

 

29,400

 

3,715,100

 

September 2015

29,400

 

$13.01

 

29,400

 

3,685,700

 

October 2015

16,800

 

$13.29

 

16,800

 

3,668,900

 

November 2015

11,200

 

$13.75

 

11,200

 

3,657,700

 

December 2015

66,000

 

$12.83

 

66,000

 

3,591,700

(2c)
 

-----------------------------------

 

-----------------------------------

 

-----------------------------------

 

 

Total

977,800

(1)

$13.91

 

977,800

(2a)(2b)

(1) There were no shares purchased other than through a publicly announced plan or program.

(2.a) The Plan was announced on December 11, 2014.

(2.b) The share amount approved in 2014 was 5% of outstanding shares, or 4,667,000 shares.

(2.c) The Plan has no expiration date.

(2.d) None.

(2.e) None.

 

Item 10. Submission of Matters to a Vote of Security Holders.

There were no material changes to the procedures by which shareholders may recommend nominees to the registrant's Board of Directors made or implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (as required by Item 22(b)(15) of Schedule 14A), or this Item.

 

Item 11. 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 Investment Company Act of 1940) 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 Investment Company Act of 1940) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

Item 12. Exhibits.

(a)

(1)

Not applicable. See registrant's response to Item 2 above.

(2)

Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(3)

Written solicitation to purchase securities: not applicable.


(b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

 

 

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: February 29, 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: February 29, 2016
   
   
By:  /s/ Brian S. Hook 
  Brian S. Hook 
  Vice President, Chief Financial Officer and Treasurer
  (Principal Financial Officer) 
   
Date: February 29, 2016