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)
Janis
F. Kerns
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, 2018
Item 1. Reports to Stockholders.
| NYSE Symbol | | |
ADX
|
|
| Market Price | | |
$12.62
|
|
| 52-Week Range | | |
$11.84 – $16.80
|
|
| Discount | | |
15.2%
|
|
| Shares Outstanding | | |
106,205,633
|
|
Year Ended December 31,
|
| |
2018
|
| |
2017
|
| ||||||
Net asset value per share (NASDAQ: XADEX) | | | | $ | 14.89 | | | | | $ | 17.55 | | |
Total net assets | | | | | 1,580,889,241 | | | | | | 1,785,771,890 | | |
Unrealized appreciation on investments | | | | | 388,984,573 | | | | | | 653,417,810 | | |
Net investment income | | | | | 20,641,002 | | | | | | 21,735,664 | | |
Net realized gain (loss) | | | | | 182,122,332 | | | | | | 113,630,703 | | |
Total return (based on market price) | | | | | -3.6% | | | | | | 29.4% | | |
Total return (based on net asset value) | | | | | -2.6% | | | | | | 26.2% | | |
Ratio of expenses to average net assets | | | | | 0.56% | | | | | | 0.56% | | |
Annual distribution rate | | | | | 12.9% | | | | | | 9.8% | | |
Paid
|
| |
Amount
(per share)
|
| |
Type
|
| |||
March 1, 2018 | | | | $ | 0.01 | | | |
Long-term capital gain
|
|
March 1, 2018 | | | | | 0.04 | | | | Investment income | |
June 1, 2018 | | | | | 0.05 | | | | Investment income | |
August 31, 2018 | | | | | 0.05 | | | | Investment income | |
December 26, 2018 | | | | | 1.78 | | | |
Long-term capital gain
|
|
December 26, 2018 | | | | | 0.07 | | | | Investment income | |
| | | | $ | 2.00 | | | | | |
|
| |
Average Annual Total Returns at 12/31/18
|
| | ||||||||||||||||||||||||||||||
| | | | |
Years
|
| | |||||||||||||||||||||||||||
| | | | |
1
|
| |
3
|
| |
5
|
| |
10
|
| |
15
|
| | |||||||||||||||
| | ADX NAV | | | | | -2.6 | % | | | | 10.3 | % | | | | 9.3 | % | | | | 12.6 | % | | | | 7.8 | % | | |||||
| | ADX Market Price | | | | | -3.6 | % | | | | 10.0 | % | | | | 8.8 | % | | | | 12.8 | % | | | | 7.7 | % | | |||||
| | Lipper Large-Cap Core Funds Average* | | | | | -5.6 | % | | | | 7.9 | % | | | | 6.9 | % | | | | 12.0 | % | | | | 7.1 | % | |
| | |
Market Value
|
| |
Percent
of Net Assets |
| ||||||
Microsoft Corporation | | | | $ | 80,230,143 | | | | 5.1% | | | ||
Amazon.com, Inc. | | | | | 64,284,316 | | | | 4.1 | | | ||
Alphabet Inc. Class A & Class C | | | | | 53,794,120 | | | | 3.4 | | | ||
Apple Inc. | | | | | 46,107,402 | | | | 2.9 | | | ||
Visa Inc. Class A | | | | | 39,766,716 | | | | 2.5 | | | ||
Berkshire Hathaway Inc. Class B | | | | | 39,549,666 | | | | 2.5 | | | ||
UnitedHealth Group Incorporated | | | | | 36,246,960 | | | | 2.3 | | | ||
Merck & Co., Inc. | | | | | 33,719,733 | | | | 2.1 | | | ||
JPMorgan Chase & Co. | | | | | 33,171,276 | | | | 2.1 | | | ||
Bank of America Corp. | | | | | 32,660,320 | | | | 2.1 | | | ||
| | | | $ | 459,530,652 | | | | 29.1% | | | ||
|
| Assets | | | | | | | | | | | | | |
| Investments at value*: | | | | | | | | | | | | | |
|
Common stocks:
|
| | | | | | | | | | | | |
|
Unaffiliated issuers (cost $1,140,592,491)
|
| | | $ | 1,531,268,800 | | | | | | | | |
|
Non-controlled affiliate (cost $33,970,033)
|
| | | | 31,861,297 | | | | | | | | |
|
Other investment in controlled affiliate (cost $150,000)
|
| | | | 567,000 | | | | | | | | |
|
Short-term investments (cost $26,617,977)
|
| | | | 26,617,977 | | | | | $ | 1,590,315,074 | | |
| Cash (includes restricted cash of $2,970,000) (note 4) | | | | | | | | | | | 3,243,536 | | |
| Investment securities sold | | | | | | | | | | | 4,678,171 | | |
| Total return swap agreements terminated | | | | | | | | | | | 3,065,621 | | |
| Dividends receivable | | | | | | | | | | | 1,707,767 | | |
| Prepaid expenses and other assets | | | | | | | | | | | 1,417,221 | | |
|
Total Assets
|
| | | | | | | | | | 1,604,427,390 | | |
| | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | |
| Investment securities purchased | | | | | | | | | | | 15,770,115 | | |
| Obligations to return collateral (note 4) | | | | | | | | | | | 2,970,000 | | |
| Due to officers and directors (note 8) | | | | | | | | | | | 2,703,979 | | |
| Accrued expenses and other liabilities | | | | | | | | | | | 2,094,055 | | |
|
Total Liabilities
|
| | | | | | | | | | 23,538,149 | | |
|
Net Assets
|
| | | | | | | | | $ | 1,580,889,241 | | |
| | | | | | | | | | | | | | |
| Net Assets | | | | | | | | | | | | | |
|
Common Stock at par value $0.001 per share, authorized 150,000,000 shares; issued and outstanding 106,205,633 shares (includes 56,375 deferred stock units) (note 7)
|
| | | | | | | | | $ | 106,206 | | |
| Additional capital surplus | | | | | | | | | | | 1,190,438,265 | | |
| Total distributable earnings (loss) | | | | | | | | | | | 390,344,770 | | |
|
Net Assets Applicable to Common Stock
|
| | | | | | | | | $ | 1,580,889,241 | | |
|
Net Asset Value Per Share of Common Stock
|
| | | | | | | | | $ | 14.89 | | |
|
| Investment Income | | | | | | ||
|
Income:
|
| | | | | ||
|
Dividends (includes $984,048 from affiliates and net of $21,582 in foreign taxes)
|
| | | $ | 30,503,863 | ||
|
Other income
|
| | | | 199,522 | ||
|
Total Income
|
| | | | 30,703,385 | ||
|
Expenses:
|
| | | | | ||
|
Investment research compensation and benefits
|
| | | | 4,490,396 | ||
|
Administration and operations compensation and benefits
|
| | | | 2,639,277 | ||
|
Occupancy and other office expenses
|
| | | | 748,881 | ||
|
Investment data services
|
| | | | 525,951 | ||
|
Directors' compensation
|
| | | | 505,667 | ||
|
Shareholder reports and communications
|
| | | | 329,760 | ||
|
Transfer agent, custody, and listing fees
|
| | | | 303,968 | ||
|
Accounting, recordkeeping, and other professional fees
|
| | | | 246,622 | ||
|
Insurance
|
| | | | 130,979 | ||
|
Audit and tax services
|
| | | | 114,287 | ||
|
Legal services
|
| | | | 26,595 | ||
|
Total Expenses
|
| | | | 10,062,383 | ||
|
Net Investment Income
|
| | | | 20,641,002 | ||
| | | | | | | ||
| Realized Gain (Loss) and Change in Unrealized Appreciation | | | | | | ||
|
Net realized gain (loss) on investments
|
| | | | 177,203,711 | ||
|
Net realized gain (loss) on total return swap agreements
|
| | | | 4,109,515 | ||
|
Net realized gain distributed by non-controlled affiliate
|
| | | | 809,106 | ||
|
Change in unrealized appreciation on investments (includes $(10,459,928) from affiliates)
|
| | | | (264,433,237 | ) | |
|
Change in unrealized appreciation on total return swap agreements
|
| | | | — | ||
|
Net Gain (Loss)
|
| | |
|
(82,310,905
|
)
|
|
|
Change in Net Assets from Operations
|
| | | $ | (61,669,903 | ) | |
|
| | |
For the Year Ended December 31,
|
| |||||||||
|
2018
|
| |
2017
|
| ||||||||
From Operations: | | | | | | | | | | ||||
Net investment income
|
| | | $ | 20,641,002 | | | $ | 21,735,664 | ||||
Net realized gain (loss)
|
| | | | 182,122,332 | | | | 113,630,703 | ||||
Change in unrealized appreciation
|
| | | | (264,433,237 | ) | | | | 238,168,031 | |||
Change in Net Assets from Operations
|
| | | | (61,669,903 | ) | | | | 373,534,398 | |||
| | | | | | | | | | ||||
Distributions to Shareholders from: | | | | | | | | | | ||||
Total distributable earnings
|
| | | | (201,625,291 | ) | | | | — | |||
Net investment income
|
| | | | — | | | | (21,758,323 | ) | |||
Net realized gain
|
| | | | — | | | | (114,330,503 | ) | |||
Change in Net Assets from Distributions
|
| | | | (201,625,291 | ) | | | | (136,088,826 | ) | ||
| | | | | | | | | | ||||
From Capital Share Transactions: | | | | | | | | | | ||||
Value of shares issued in payment of distributions (note 5)
|
| | | | 74,393,795 | | | | 49,154,304 | ||||
Cost of shares purchased (note 5)
|
| | | | (15,775,036 | ) | | | | (14,430,657 | ) | ||
Deferred compensation (notes 5, 7)
|
| | | | (206,214 | ) | | | | 104,944 | |||
Change in Net Assets from Capital Share Transactions
|
| | | | 58,412,545 | | | | 34,828,591 | ||||
Total Change in Net Assets
|
| | | | (204,882,649 | ) | | | | 272,274,163 | |||
| | | | | | | | | | ||||
Net Assets: | | | | | | | | | | ||||
Beginning of year
|
| | | | 1,785,771,890 | | | | 1,513,497,727 | ||||
End of year *
|
| | | $ | 1,580,889,241 | | | $ | 1,785,771,890 | ||||
|
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stocks | | | | $ | 1,563,130,097 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,563,130,097 | | |
Other investments | | | | | — | | | | | | — | | | | | | 567,000 | | | | | | 567,000 | | |
Short-term investments | | | | | 26,617,977 | | | | | | — | | | | | | — | | | | | | 26,617,977 | | |
Total investments | | | | $ | 1,589,748,074 | | | | | $ | — | | | | | $ | 567,000 | | | | | $ | 1,590,315,074 | | |
The following is a reconciliation of the change in the value of Level 3 investments: | | ||||||||||||||||||||||||
Balance at December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | $ | 268,000 | | |
Purchases | | | | | | | | | | | | | | | | | | | | | | | — | | |
Change in unrealized appreciation on investments | | | | | | | | | | | | | | | | | | | | | | | 299,000 | | |
Balance at December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | $ | 567,000 | | |
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||
| | |
2018
|
| |
2017
|
| |
2018
|
| |
2017
|
| ||||||||||||
Shares issued in payment of distributions | | | | | 5,502,265 | | | | 3,314,530 | | | $ | 74,393,795 | | | $ | 49,154,304 | ||||||||
Shares purchased (at a weighted average discount from net
asset value of 14.2% and 15.0%, respectively) |
| | | | (1,018,156 | ) | | | | (1,004,274 | ) | | | | (15,775,036 | ) | | | | (14,430,657 | ) | ||||
Net activity under the 2005 Equity Incentive Compensation Plan
|
| | | | (14,133 | ) | | | | (11,423 | ) | | | | (206,214 | ) | | | | 104,944 | |||||
Net change | | | | | 4,469,976 | | | | 2,298,833 | | | $ | 58,412,545 | | | $ | 34,828,591 | ||||||||
|
Awards
|
| |
Shares/Units
|
| |
Weighted Average
Grant-Date Fair Value |
| ||||||
Balance at December 31, 2017 | | | | | 94,601 | | | | | $ | 12.80 | | |
Reinvested dividend equivalents | | | | | 9,189 | | | | | | 13.86 | | |
Vested & issued | | | | | (47,415) | | | | | | 13.41 | | |
Balance at December 31, 2018 | | | | | 56,375 | | | | | $ | 12.46 | | |
|
| 2019 | | | | $ | 340,286 | | |
| 2020 | | | | | 371,292 | | |
| 2021 | | | | | 375,231 | | |
| 2022 | | | | | 374,370 | | |
| 2023 | | | | | 383,063 | | |
| Thereafter | | | | | 897,644 | | |
| Total | | | | $ | 2,741,886 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||
|
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |||||||||||||||||
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | | | | $17.55 | | | | | | $15.22 | | | | | | $15.04 | | | | | | $15.87 | | | | | | $15.09 | | |
Net investment income
|
| | | | 0.20 | | | | | | 0.22 | | | | | | 0.19 | | | | | | 0.13 | | | | | | 0.20 | | |
Net realized gain (loss) and change in unrealized appreciation
|
| | | | (0.87) | | | | | | 3.55 | | | | | | 1.03 | | | | | | — | | | | | | 1.83 | | |
Change in accumulated other comprehensive
income |
| | | | — | | | | | | — | | | | | | — | | | | | | 0.02 | | | | | | (0.01) | | |
Total from operations | | | | | (0.67) | | | | | | 3.77 | | | | | | 1.22 | | | | | | 0.15 | | | | | | 2.02 | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income
|
| | | | (0.21) | | | | | | (0.22) | | | | | | (0.18) | | | | | | (0.14) | | | | | | (0.20) | | |
Net realized gain
|
| | | | (1.79) | | | | | | (1.16) | | | | | | (0.81) | | | | | | (0.79) | | | | | | (0.98) | | |
Total distributions | | | | | (2.00) | | | | | | (1.38) | | | | | | (0.99) | | | | | | (0.93) | | | | | | (1.18) | | |
Capital share repurchases (note 5)
|
| | | | 0.03 | | | | | | 0.03 | | | | | | 0.02 | | | | | | 0.02 | | | | | | 0.02 | | |
Reinvestment of distributions
|
| | | | (0.02) | | | | | | (0.09) | | | | | | (0.07) | | | | | | (0.07) | | | | | | (0.08) | | |
Total capital share transactions | | | | | 0.01 | | | | | | (0.06) | | | | | | (0.05) | | | | | | (0.05) | | | | | | (0.06) | | |
Net asset value, end of year
|
| | | | $14.89 | | | | | | $17.55 | | | | | | $15.22 | | | | | | $15.04 | | | | | | $15.87 | | |
Market price, end of year | | | | | $12.62 | | | | | | $15.03 | | | | | | $12.71 | | | | | | $12.83 | | | | | | $13.68 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Investment Return * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Based on market price
|
| | | | -3.6% | | | | | | 29.4% | | | | | | 6.9% | | | | | | 0.7% | | | | | | 13.7% | | |
Based on net asset value
|
| | | | -2.6% | | | | | | 26.2% | | | | | | 9.2% | | | | | | 1.8% | | | | | | 14.3% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (in millions)
|
| | | | $1,581 | | | | | | $1,786 | | | | | | $1,513 | | | | | | $1,472 | | | | | | $1,528 | | |
Ratio of expenses to average net assets
|
| | | | 0.56% | | | | | | 0.56% | | | | | | 0.64% | | | | | | 0.96%** | | | | | | 0.58% | | |
Ratio of net investment income to average net assets
|
| | | | 1.14% | | | | | | 1.30% | | | | | | 1.29% | | | | | | 0.79%** | | | | | | 1.29% | | |
Portfolio turnover
|
| | | | 58.4% | | | | | | 39.2% | | | | | | 32.0% | | | | | | 22.0% | | | | | | 26.6% | | |
Number of shares outstanding at end of year
(in 000’s) |
| | | | 106,206 | | | | | | 101,736 | | | | | | 99,437 | | | | | | 97,914 | | | | | | 96,287 | | |
| | |
Shares
|
| |
Value (a)
|
| ||||||
Common Stocks — 98.9%
|
| ||||||||||||
Communication Services — 8.1%
|
| ||||||||||||
Alphabet Inc. Class A (b)
|
| | | | 27,400 | | | | | $ | 28,631,904 | | |
Alphabet Inc. Class C (b)
|
| | | | 24,297 | | | | | | 25,162,216 | | |
AT&T Inc.
|
| | | | 689,182 | | | | | | 19,669,255 | | |
Comcast Corporation Class A
|
| | | | 286,000 | | | | | | 9,738,300 | | |
Facebook, Inc. Class A (b)
|
| | | | 145,700 | | | | | | 19,099,813 | | |
Netflix, Inc. (b)
|
| | | | 66,700 | | | | | | 17,852,922 | | |
Walt Disney Company
|
| | | | 68,800 | | | | | | 7,543,920 | | |
| | | | | 127,698,330 | | | ||||||
Consumer Discretionary — 10.8%
|
| ||||||||||||
Advance Auto Parts, Inc.
|
| | | | 109,300 | | | | | | 17,210,378 | | |
Amazon.com, Inc. (b)
|
| | | | 42,800 | | | | | | 64,284,316 | | |
Chipotle Mexican Grill, Inc. (b)
|
| | | | 25,600 | | | | | | 11,053,824 | | |
Dollar General Corporation
|
| | | | 181,037 | | | | | | 19,566,479 | | |
Home Depot, Inc.
|
| | | | 25,800 | | | | | | 4,432,956 | | |
Lowe's Companies, Inc.
|
| | | | 203,100 | | | | | | 18,758,316 | | |
NIKE, Inc. Class B
|
| | | | 283,400 | | | | | | 21,011,276 | | |
Tractor Supply Company
|
| | | | 168,100 | | | | | | 14,026,264 | | |
| | | | 170,343,809 | | | |||||||
Consumer Staples — 6.7%
|
| ||||||||||||
Altria Group, Inc.
|
| | | | 218,100 | | | | | | 10,771,959 | | |
Coca-Cola Company
|
| | | | 161,800 | | | | | | 7,661,230 | | |
Constellation Brands, Inc. Class A
|
| | | | 35,400 | | | | | | 5,693,028 | | |
Costco Wholesale Corporation
|
| | | | 70,300 | | | | | | 14,320,813 | | |
Mondelez International, Inc. Class A
|
| | | | 420,300 | | | | | | 16,824,609 | | |
PepsiCo, Inc.
|
| | | | 134,400 | | | | | | 14,848,512 | | |
Philip Morris International Inc.
|
| | | | 51,900 | | | | | | 3,464,844 | | |
Procter & Gamble Company
|
| | | | 115,350 | | | | | | 10,602,972 | | |
Walmart Inc.
|
| | | | 238,700 | | | | | | 22,234,905 | | |
| | | | | 106,422,872 | | | ||||||
Energy — 5.2%
|
| ||||||||||||
Adams Natural Resources Fund, Inc. (c)
|
| | | | 2,186,774 | | | | | | 31,861,297 | | |
Diamondback Energy, Inc.
|
| | | | 91,700 | | | | | | 8,500,590 | | |
EOG Resources, Inc.
|
| | | | 106,400 | | | | | | 9,279,144 | | |
Exxon Mobil Corporation
|
| | | | 168,400 | | | | | | 11,483,196 | | |
Marathon Petroleum Corporation
|
| | | | 198,525 | | | | | | 11,714,960 | | |
Occidental Petroleum Corporation
|
| | | | 160,500 | | | | | | 9,851,490 | | |
| | | | 82,690,677 | | |
| | |
Shares
|
| |
Value (a)
|
| ||||||
Financials — 12.9%
|
| ||||||||||||
Aflac Incorporated
|
| | | | 316,300 | | | | | $ | 14,410,628 | | |
Bank of America Corp.
|
| | | | 1,325,500 | | | | | | 32,660,320 | | |
Berkshire Hathaway Inc. Class B (b)
|
| | | | 193,700 | | | | | | 39,549,666 | | |
Intercontinental Exchange, Inc.
|
| | | | 307,700 | | | | | | 23,179,041 | | |
JPMorgan Chase & Co.
|
| | | | 339,800 | | | | | | 33,171,276 | | |
Raymond James Financial, Inc.
|
| | | | 237,400 | | | | | | 17,664,934 | | |
SunTrust Banks, Inc.
|
| | | | 143,100 | | | | | | 7,217,964 | | |
Travelers Companies, Inc.
|
| | | | 107,800 | | | | | | 12,909,050 | | |
U.S. Bancorp
|
| | | | 447,000 | | | | | | 20,427,900 | | |
Wells Fargo & Company
|
| | | | 55,300 | | | | | | 2,548,224 | | |
| | | | 203,739,003 | | | |||||||
Health Care — 15.8%
|
| ||||||||||||
Abbott Laboratories
|
| | | | 421,700 | | | | | | 30,501,561 | | |
Alexion Pharmaceuticals, Inc. (b)
|
| | | | 107,200 | | | | | | 10,436,992 | | |
Biogen Inc. (b)
|
| | | | 48,900 | | | | | | 14,714,988 | | |
Centene Corporation (b)
|
| | | | 65,900 | | | | | | 7,598,270 | | |
Cigna Corporation
|
| | | | 51,600 | | | | | | 9,799,872 | | |
Edwards Lifesciences Corporation (b)
|
| | | | 103,700 | | | | | | 15,883,729 | | |
Johnson & Johnson
|
| | | | 137,800 | | | | | | 17,783,090 | | |
Medtronic plc
|
| | | | 222,700 | | | | | | 20,256,792 | | |
Merck & Co., Inc.
|
| | | | 441,300 | | | | | | 33,719,733 | | |
Pfizer Inc.
|
| | | | 551,040 | | | | | | 24,052,896 | | |
Thermo Fisher Scientific Inc.
|
| | | | 130,400 | | | | | | 29,182,216 | | |
UnitedHealth Group Incorporated
|
| | | | 145,500 | | | | | | 36,246,960 | | |
| | | | 250,177,099 | | | |||||||
Industrials — 9.2%
|
| ||||||||||||
Alaska Air Group, Inc.
|
| | | | 140,300 | | | | | | 8,537,255 | | |
Boeing Company
|
| | | | 96,000 | | | | | | 30,960,000 | | |
Cintas Corporation
|
| | | | 31,500 | | | | | | 5,291,685 | | |
Delta Air Lines, Inc.
|
| | | | 216,200 | | | | | | 10,788,380 | | |
Emerson Electric Co.
|
| | | | 257,800 | | | | | | 15,403,550 | | |
General Electric Company
|
| | | | 246,500 | | | | | | 1,866,005 | | |
Honeywell International Inc.
|
| | | | 181,100 | | | | | | 23,926,932 | | |
Southwest Airlines Co.
|
| | | | 139,000 | | | | | | 6,460,720 | | |
Union Pacific Corporation
|
| | | | 175,700 | | | | | | 24,287,011 | | |
United Technologies Corporation
|
| | | | 168,300 | | | | | | 17,920,584 | | |
| | | | | 145,442,122 | | |
| | |
Shares
|
| |
Value (a)
|
| ||||||
Information Technology — 21.4%
|
| ||||||||||||
Accenture plc Class A
|
| | | | 147,000 | | | | | $ | 20,728,470 | | |
Adobe Systems Incorporated (b)
|
| | | | 110,100 | | | | | | 24,909,024 | | |
Apple Inc.
|
| | | | 292,300 | | | | | | 46,107,402 | | |
Broadridge Financial Solutions, Inc.
|
| | | | 119,700 | | | | | | 11,521,125 | | |
Cisco Systems, Inc.
|
| | | | 607,200 | | | | | | 26,309,976 | | |
Mastercard Incorporated Class A
|
| | | | 139,100 | | | | | | 26,241,215 | | |
Microsoft Corporation
|
| | | | 789,900 | | | | | | 80,230,143 | | |
NVIDIA Corporation
|
| | | | 60,700 | | | | | | 8,103,450 | | |
Oracle Corporation
|
| | | | 122,200 | | | | | | 5,517,330 | | |
Palo Alto Networks, Inc. (b)
|
| | | | 71,400 | | | | | | 13,448,190 | | |
salesforce.com, inc. (b)
|
| | | | 139,800 | | | | | | 19,148,406 | | |
VanEck Vectors Semiconductor ETF
|
| | | | 181,100 | | | | | | 15,806,408 | | |
Visa Inc. Class A
|
| | | | 301,400 | | | | | | 39,766,716 | | |
| | | | 337,837,855 | | | |||||||
Materials — 2.1%
|
| ||||||||||||
Air Products and Chemicals, Inc.
|
| | | | 58,100 | | | | | | 9,298,905 | | |
Ball Corporation
|
| | | | 103,000 | | | | | | 4,735,940 | | |
DowDuPont Inc.
|
| | | | 206,600 | | | | | | 11,048,968 | | |
Sherwin-Williams Company
|
| | | | 20,300 | | | | | | 7,987,238 | | |
| | | | 33,071,051 | | | |||||||
Real Estate — 3.5%
|
| ||||||||||||
American Tower Corporation
|
| | | | 85,900 | | | | | | 13,588,521 | | |
Prologis, Inc.
|
| | | | 218,000 | | | | | | 12,800,960 | | |
Public Storage
|
| | | | 66,700 | | | | | | 13,500,747 | | |
Simon Property Group, Inc.
|
| | | | 86,600 | | | | | | 14,547,934 | | |
| | | | 54,438,162 | | | |||||||
Utilities — 3.2%
|
| ||||||||||||
Exelon Corporation
|
| | | | 299,300 | | | | | | 13,498,430 | | |
NextEra Energy, Inc.
|
| | | | 99,000 | | | | | | 17,208,180 | | |
Public Service Enterprise Group Incorporated
|
| | | | 173,900 | | | | | | 9,051,495 | | |
WEC Energy Group Inc.
|
| | | | 166,200 | | | | | | 11,511,012 | | |
| | | | 51,269,117 | | | |||||||
Total Common Stocks
|
| ||||||||||||
(Cost $1,174,562,524)
|
| | | | | | | | | | 1,563,130,097 | | |
| |
| | |
Shares
|
| |
Value (a)
|
| ||||||
Other Investments — 0.0%
|
| ||||||||||||
Financials — 0.0%
|
| ||||||||||||
Adams Funds Advisers (b)(d)
|
| | | | | | | | | ||||
(Cost $150,000)
|
| | | | | | | $ | 567,000 | ||||
Short-Term Investments — 1.7%
|
| ||||||||||||
Money Market Funds — 1.7%
|
| ||||||||||||
Fidelity Investments Money Market Funds - Prime Money Market Portfolio (Institutional Class), 2.47% (e)
|
| | | | 19,994,002 | | | | 20,000,000 | ||||
Northern Institutional Treasury Portfolio, 2.34% (e)
|
| | | | 6,617,977 | | | | 6,617,977 | ||||
Total Short-Term Investments
|
| ||||||||||||
(Cost $26,617,977)
|
| | | | | | | | 26,617,977 | ||||
Total — 100.6%
|
| ||||||||||||
(Cost $1,201,330,501)
|
| | | | | | | | 1,590,315,074 | ||||
Other Assets Less Liabilities — (0.6)% | | | | | | | | | (9,425,833 | ) | |||
Net Assets — 100.0% | | | | | | | |
$
|
1,580,889,241
|
||||
|
| | |
Purchases
(Cost) |
| |
Sales
(Proceeds) |
| |
Market Value Held
at December 31, 2018 |
| |||||||||
Abbott Laboratories | | | | $ | 7,535,095 | | | | | | | $ | 30,501,561 | | | ||||
Air Products and Chemicals, Inc. | | | | | 9,717,487 | | | | | | | | 9,298,905 | | | ||||
Alaska Air Group, Inc. | | | | | 9,554,683 | | | | | | | | 8,537,255 | | | ||||
Altria Group, Inc. | | | | | 13,436,007 | | | | | | | | 10,771,959 | | | ||||
AT&T Inc. | | | | | 9,212,676 | | | | | | | | 19,669,255 | | | ||||
Ball Corporation | | | | | 7,885,966 | | | $ | 3,615,531 | | | | 4,735,940 | | | ||||
Broadridge Financial Solutions, Inc. | | | | | 13,563,843 | | | | 830,842 | | | | 11,521,125 | | | ||||
Centene Corporation | | | | | 9,051,286 | | | | | | | | 7,598,270 | | | ||||
Chipotle Mexican Grill, Inc. | | | | | 5,011,716 | | | | | | | | 11,053,824 | | | ||||
Cigna Corporation | | | | | 10,975,640 | | | | | | | | 9,799,872 | | | ||||
Cisco Systems, Inc. | | | | | 11,405,793 | | | | 823,831 | | | | 26,309,976 | | | ||||
Diamondback Energy, Inc. | | | | | 11,670,631 | | | | | | | | 8,500,590 | | | ||||
EOG Resources, Inc. | | | | | 12,695,010 | | | | | | | | 9,279,144 | | | ||||
FedEx Corporation | | | | | 3,723,411 | | | | 23,368,013 | | | | — | | | ||||
Health Care Select Sector SPDR Fund | | | | | 17,281,942 | | | | 18,756,861 | | | | — | | | ||||
Johnson & Johnson | | | | | 19,385,056 | | | | | | | | 17,783,090 | | | ||||
Lowe's Companies, Inc. | | | | | 5,788,929 | | | | 4,548,290 | | | | 18,758,316 | | | ||||
Marathon Petroleum Corporation | | | | | 7,225,793 | | | | 1,346,410 | | | | 11,714,960 | | | ||||
Medtronic plc | | | | | 25,029,723 | | | | 2,791,506 | | | | 20,256,792 | | | ||||
Merck & Co., Inc. | | | | | 6,771,845 | | | | 2,995,870 | | | | 33,719,733 | | | ||||
Mondelez International, Inc. Class A | | | | | 19,771,497 | | | | 1,774,071 | | | | 16,824,609 | | | ||||
Netflix, Inc. | | | | | 18,419,896 | | | | | | | | 17,852,922 | | | ||||
NIKE, Inc. Class B | | | | | 20,517,194 | | | | | | | | 21,011,276 | | | ||||
NVIDIA Corporation | | | | | 22,480,192 | | | | 4,022,712 | | | | 8,103,450 | | | ||||
Palo Alto Networks, Inc. | | | | | 13,583,521 | | | | 835,427 | | | | 13,448,190 | | | ||||
Raymond James Financial, Inc. | | | | | 22,039,560 | | | | 853,160 | | | | 17,664,934 | | | ||||
Sherwin-Williams Company | | | | | 8,223,044 | | | | | | | | 7,987,238 | | | ||||
Southwest Airlines Co. | | | | | 9,561,320 | | | | 826,481 | | | | 6,460,720 | | | ||||
SPDR S&P 500 ETF Trust | | | | | 17,158,450 | | | | 16,867,483 | | | | — | | | ||||
Travelers Companies, Inc. | | | | | 13,345,769 | | | | | | | | 12,909,050 | | | ||||
U.S. Bancorp | | | | | 23,920,453 | | | | | | | | 20,427,900 | | | ||||
United Technologies Corporation | | | | | 21,199,438 | | | | | | | | 17,920,584 | | | ||||
VanEck Vectors Semiconductor ETF | | | | | 27,740,133 | | | | 12,102,675 | | | | 15,806,408 | | | ||||
AbbVie, Inc. | | | | | | | | | 24,326,157 | | | | — | | | ||||
Advance Auto Parts, Inc. | | | | | | | | | 9,455,600 | | | | 17,210,378 | | | ||||
Apple Inc. | | | | | | | | | 9,902,691 | | | | 46,107,402 | | | ||||
Becton, Dickinson and Company | | | | | | | | | 23,372,443 | | | | — | | | ||||
Berkshire Hathaway Inc. Class B | | | | | | | | | 6,132,021 | | | | 39,549,666 | | | ||||
BlackRock, Inc. | | | | | | | | | 16,576,799 | | | | — | | | ||||
Broadcom Inc. | | | | | | | | | 19,269,148 | | | | — | | | ||||
Caterpillar Inc. | | | | | | | | | 17,744,861 | | | | — | | | ||||
Cintas Corporation | | | | | | | | | 10,857,456 | | | | 5,291,685 | | | ||||
Constellation Brands, Inc. Class A | | | | | | | | | 4,772,889 | | | | 5,693,028 | | | ||||
CVS Health Corporation | | | | | | | | | 11,635,813 | | | | — | | | ||||
Edwards Lifesciences Corporation | | | | | | | | | 7,434,927 | | | | 15,883,729 | | | ||||
Exxon Mobil Corporation | | | | | | | | | 11,860,232 | | | | 11,483,196 | | | ||||
Facebook, Inc. Class A | | | | | | | | | 19,225,080 | | | | 19,099,813 | | | ||||
Freeport-McMoRan, Inc. | | | | | | | | | 5,935,233 | | | | — | | |
| | |
Purchases
(Cost) |
| |
Sales
(Proceeds) |
| |
Market Value Held
at December 31, 2018 |
| ||||||
Goldman Sachs Group, Inc. | | | | | | | $ | 11,644,742 | | | $ | — | | | ||
Halliburton Company | | | | | | | | 14,324,531 | | | | — | | | ||
Home Depot, Inc. | | | | | | | | 31,474,770 | | | | 4,432,956 | | | ||
Intercontinental Exchange, Inc. | | | | | | | | 5,568,671 | | | | 23,179,041 | | | ||
Laboratory Corporation of America Holdings | | | | | | | | 18,316,554 | | | | — | | | ||
Lam Research Corporation | | | | | | | | 6,820,307 | | | | — | | | ||
Lazard Ltd Class A | | | | | | | | 9,405,312 | | | | — | | | ||
LyondellBasell Industries N.V. | | | | | | | | 8,130,551 | | | | — | | | ||
Magna International Inc. | | | | | | | | 9,756,418 | | | | — | | | ||
Microsoft Corporation | | | | | | | | 4,989,593 | | | | 80,230,143 | | | ||
Monster Beverage Corporation | | | | | | | | 8,188,008 | | | | — | | | ||
Philip Morris International Inc. | | | | | | | | 19,658,498 | | | | 3,464,844 | | | ||
Pioneer Natural Resources Company | | | | | | | | 9,915,224 | | | | — | | | ||
salesforce.com, inc. | | | | | | | | 5,367,983 | | | | 19,148,406 | | | ||
SBA Communications Corporation Class A | | | | | | | | 7,373,483 | | | | — | | | ||
SunTrust Banks, Inc. | | | | | | | | 14,157,890 | | | | 7,217,964 | | | ||
Union Pacific Corporation | | | | | | | | 6,529,704 | | | | 24,287,011 | | | ||
Verizon Communications Inc. | | | | | | | | 9,283,285 | | | | — | | | ||
Wells Fargo & Company | | | | | | | | 16,041,480 | | | | 2,548,224 | | |
Year
|
| |
(000's)
Value of Net Assets |
| |
(000's)
Shares Outstanding |
| |
Net Asset
Value Per Share |
| |
Market
Value Per Share |
| |
Income
Dividends Per Share |
| |
Capital
Gains Distributions Per Share |
| |
Return of
Capital Distributions Per Share |
| |
Total
Dividends and Distributions Per Share |
| |
Annual
Distribution Rate* |
| |||||||||||||||||||||||||||
2004 | | | | $ | 1,295,549 | | | | | | 86,135 | | | | | $ | 15.04 | | | | | $ | 13.12 | | | | | $ | .24 | | | | | $ | .66 | | | | | $ | — | | | | | $ | .90 | | | | | | 7.1 | % | |
2005 | | | | | 1,266,729 | | | | | | 86,100 | | | | | | 14.71 | | | | | | 12.55 | | | | | | .22 | | | | | | .64 | | | | | | — | | | | | | .86 | | | | | | 6.7 | ||
2006 | | | | | 1,377,418 | | | | | | 86,838 | | | | | | 15.86 | | | | | | 13.87 | | | | | | .23 | | | | | | .67 | | | | | | — | | | | | | .90 | | | | | | 6.8 | ||
2007 | | | | | 1,378,480 | | | | | | 87,669 | | | | | | 15.72 | | | | | | 14.12 | | | | | | .32 | | | | | | .71 | | | | | | — | | | | | | 1.03 | | | | | | 7.1 | ||
2008 | | | | | 840,012 | | | | | | 87,406 | | | | | | 9.61 | | | | | | 8.03 | | | | | | .26 | | | | | | .38 | | | | | | — | | | | | | .64 | | | | | | 5.7 | ||
2009 | | | | | 1,045,027 | | | | | | 87,415 | | | | | | 11.95 | | | | | | 10.10 | | | | | | .15 | | | | | | .30 | | | | | | — | | | | | | .45 | | | | | | 5.2 | ||
2010 | | | | | 1,124,672 | | | | | | 88,885 | | | | | | 12.65 | | | | | | 10.72 | | | | | | .14 | | | | | | .37 | | | | | | — | | | | | | .51 | | | | | | 5.1 | ||
2011 | | | | | 1,050,734 | | | | | | 91,074 | | | | | | 11.54 | | | | | | 9.64 | | | | | | .15 | | | | | | .50 | | | | | | — | | | | | | .65 | | | | | | 6.1 | ||
2012 | | | | | 1,155,997 | | | | | | 93,030 | | | | | | 12.43 | | | | | | 10.59 | | | | | | .18 | | | | | | .49 | | | | | | — | | | | | | .67 | | | | | | 6.3 | ||
2013 | | | | | 1,421,551 | | | | | | 94,224 | | | | | | 15.09 | | | | | | 13.07 | | | | | | .22 | | | | | | .62 | | | | | | — | | | | | | .84 | | | | | | 7.1 | ||
2014 | | | | | 1,527,773 | | | | | | 96,287 | | | | | | 15.87 | | | | | | 13.68 | | | | | | .20 | | | | | | .98 | | | | | | — | | | | | | 1.18 | | | | | | 8.8 | ||
2015 | | | | | 1,472,144 | | | | | | 97,914 | | | | | | 15.04 | | | | | | 12.83 | | | | | | .14 | | | | | | .79 | | | | | | — | | | | | | .93 | | | | | | 6.8 | ||
2016 | | | | | 1,513,498 | | | | | | 99,437 | | | | | | 15.22 | | | | | | 12.71 | | | | | | .18 | | | | | | .81 | | | | | | — | | | | | | .99 | | | | | | 7.8 | ||
2017 | | | | | 1,785,772 | | | | | | 101,736 | | | | | | 17.55 | | | | | | 15.03 | | | | | | .22 | | | | | | 1.16 | | | | | | — | | | | | | 1.38 | | | | | | 9.8 | ||
2018 | | | | | 1,580,889 | | | | | | 106,206 | | | | | | 14.89 | | | | | | 12.62 | | | | | | .21 | | | | | | 1.79 | | | | | | — | | | | | | 2.00 | | | | | | 12.9 |
| |
Fees
|
| | |
Minimum and Maximum Cash Investments:
|
| |
| |
Initial Enrollment and Optional Cash
Investments:
Service Fee $2.50 per investment Brokerage Commission $0.05 per share Reinvestment of Dividends*:
Service Fee 2% of amount invested (maximum of $2.50 per investment) Brokerage Commission $0.05 per share Sale of Shares:
Service Fee $10.00 Brokerage Commission $0.05 per share Deposit of Certificates for safekeeping $7.50
(waived if sold)
Book to Book Transfers Included
To transfer shares to another participant or to a new participant * The year-end distribution will usually be made in newly issued shares of Common Stock. There are no fees or commissions in connection with this distribution when made in newly issued shares.
|
| | |
Initial minimum investment (non-holders) $250
Minimum optional investment (existing holders) $50
Electronic Funds Transfer (monthly minimum) $50
Maximum per transaction $25,000
Maximum per year NONE
INVESTORS CHOICE Mailing Address:
Attention: Dividend Reinvestment
P.O. Box 922 Wall Street Station New York, NY 10269-0560 Website: www.astfinancial.com E-mail: info@astfinancial.com |
| |
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. (77) 1983 |
| |
Professor Emeritus Graduate School of Business, Columbia University |
| | Two | | |
Mirae Asset Discovery Funds (3 open-end funds)
ETF Securities USA, LLC
Credit Suisse Next Investors, LLC
|
|
Kenneth J. Dale (62) 2008 |
| |
Senior Vice President and Chief Financial Officer
The Associated Press |
| | Two | | | | |
Frederic A. Escherich (66) 2006 |
| |
Private Investor
|
| | Two | | | | |
Roger W. Gale, Ph.D. (72) 2005 |
| |
President & CEO GF Energy, LLC (electric power consultants) |
| | Two | | | | |
Lauriann C. Kloppenburg (58) 2017 |
| |
Retired Chief Strategy Officer and Chief Investment Officer - Equity Group
Loomis, Sayles & Co., LP (investment management) |
| | Two | | | | |
Kathleen T. McGahran, Ph.D., J.D., CPA (68) 2003 Chair of the Board |
| |
President & CEO
Pelham Associates, Inc. (executive education provider)
Adjunct Professor
Tuck School of Business, Dartmouth College |
| | Two | | |
Scor Global Life Reinsurance
Scor Reinsurance of New York
|
|
Craig R. Smith, M.D. (72) 2005 |
| |
Retired President
Williston Consulting LLC (pharmaceutical and biotechnology consulting)
Chief Operating Officer
Algenol LLC (ethanol manufacturing) (until 2014) |
| | Two | | | | |
Interested Director | | |||||||||
Mark E. Stoeckle (62) 2013 |
| |
Chief Executive Officer
Adams Diversified Equity Fund, Inc. Adams Natural Resources Fund, Inc.
President (since 2015)
Adams Diversified Equity Fund, Inc. |
| | Two | | | | |
Name (Age) Employee Since |
| |
Principal Occupation(s) During Past 5 Years
|
|
Mark E. Stoeckle (62) 2013 |
| | Chief Executive Officer of the Fund and Adams Natural Resources Fund, Inc. and President of the Fund since 2015 | |
James P. Haynie, CFA (56) 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. (prior to 2015) | |
D. Cotton Swindell, CFA (55) 2002 |
| | Executive Vice President since 2015; Vice President – Research (prior to 2015) | |
Brian S. Hook, CFA, CPA (49) 2008 |
| | Vice President, Chief Financial Officer and Treasurer of the Fund and Adams Natural Resources Fund, Inc. | |
Janis F. Kerns (55) 2018 |
| | General Counsel, Secretary and Chief Compliance Officer of the Fund and Adams Natural Resources Fund, Inc. since 2018; Of Counsel, Nelson, Mullins, Riley & Scarborough, LLP (prior to 2018) | |
Xuying Chang, CFA (42) 2014 |
| | Vice President – Research since 2018; Senior Research Analyst (prior to 2018) | |
Steven R. Crain, CFA (47) 2012 |
| |
Vice President – Research since 2014
|
|
Michael E. Rega, CFA (59) 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 (2014) | |
David R. Schiminger, CFA (47) 2002 |
| |
Vice President – Research
|
|
Jeffrey R. Schollaert, CFA (43) 2015 | | | Vice President – Research since 2017; Senior Research Analyst (2015-2017); Senior Equity Analyst and Portfolio Manager, Wilmington Trust (prior to 2015) | |
Christine M. Sloan, CPA (46) 1999 |
| | Assistant Treasurer and Director of Human Resources of the Fund and Adams Natural Resources Fund, Inc. since 2018; Assistant Treasurer of the Fund and Adams Natural Resources Fund, Inc. (prior to 2018) | |
|
Counsel
|
| | Norton Rose Fulbright US LLP | |
|
Independent Registered Public Accounting Firm
|
| |
PricewaterhouseCoopers LLP
|
|
|
Custodian of Securities
|
| |
The Northern Trust Company
|
|
|
Transfer Agent & Registrar
|
| | American Stock Transfer & Trust Company, LLC Stockholder Relations Department 6201 15th Avenue Brooklyn, NY 11219 (877) 260-8188 Website: www.astfinancial.com E-mail: info@astfinancial.com |
|
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 Enrique R. Arzac and Frederic A. Escherich, 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 for 2018 and the audit of the registrant’s annual financial statements and review of the registrant’s semi-annual financial statements for 2017 were $96,968 and $93,911, respectively.
(b) Audit-Related Fees. There were no audit-related fees in 2018 and 2017.
(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 2018 and 2017 were $11,500 and $18,495, respectively.
(d) All Other Fees. The aggregate other fees rendered to the registrant by PricewaterhouseCoopers LLP for 2018 related to the implementation of a new accounting standard were $1,500. There were no other fees for services rendered to the registrant by PricewaterhouseCoopers LLP, other than for the services referenced above, for 2017.
(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 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. |
(2) | All services performed in 2018 and 2017 were pre-approved by the audit committee. |
(f) Not applicable.
(g) The aggregate fees for non-audit professional services rendered by PricewaterhouseCoopers LLP to the registrant for 2018 and 2017 were $13,000 and $18,495, 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, Roger W. Gale, and Lauriann C. Kloppenburg.
(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.
While the policy is to vote all of the proxies for portfolio companies, as a general matter, securities that the registrant has loaned will not be recalled to facilitate proxy voting (in which case the borrower of the security is entitled to vote the proxy). However, if the registrant's management becomes aware of a material vote with respect to the loaned securities in time to recall the security and has determined in good faith that the importance of the matter to be voted on outweighs the loss in lending revenue that would result from recalling the security (i.e., a controversial upcoming merger or acquisition, or some other significant matter), the security will be recalled for voting.
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.
Our general guidelines for when we will vote contrary to the portfolio company management's recommendation are:
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.
Executive Compensation
On proposals relating to executive compensation, we generally vote against proposals that fail to require or demonstrate effective linkage between pay and the company's performance over time, and for proposals that require or demonstrate such effective linkage.
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.
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.
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 generally vote for proposals to require that all members of the company's Audit, Compensation, and Nominating committees be independent of management.
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. Mr. Haynie has been a member of the portfolio management team since August 19, 2013, serving as President until January 21, 2015. 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. 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 December 31, 2018, Messrs. Stoeckle and Haynie also serve on the portfolio management team for the registrant's non-controlled affiliate, Adams Natural Resources Fund, Inc. ("PEO"), an internally managed registered investment company with total net assets of $522,997,331, and one other pooled investment vehicle with total net assets of $61,721,463 with no performance-based advisory fee. Mr. Stoeckle is Chief Executive Officer of PEO and Mr. Haynie is President. PEO is a non-diversified fund specializing in the energy and natural resources sectors and the registrant and the pooled investment vehicle are diversified products each with a different capitalization focus. There are few material conflicts of interest that may arise in connection with the portfolio management of these entities. The funds and the pooled investment vehicle 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 between the funds and the allocation of investment opportunities, including bunched orders and investments in initial public offerings, among these entities. |
(3) As of December 31, 2018, 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 PEO, 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 Funds Average universe. Using these calculations, the incentive compensation can be less than or exceed the established target. |
The structure of the compensation that the portfolio managers receive from PEO 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 through September 30, 2018. To better align with PEO’s investment strategy, beginning October 1, 2018, incentive compensation is based on a comparison with an 80/20 blend of the S&P 500 Energy Sector and the S&P 500 Materials Sector.
(4) Using a valuation date of December 31, 2018, Mr. Haynie beneficially owned equity securities in the registrant valued over $1,000,000. Mr. Stoeckle beneficially owned equity securities in the registrant valued between $500,000 and $1,000,000, and 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 2018 | 0 | — | 0 | 1,612,522 | ||||||||||||
February 2018 | 27,500 | $ | 15.51 | 27,500 | 1,585,022 | |||||||||||
March 2018 | 67,694 | $ | 14.83 | 67,694 | 1,517,328 | |||||||||||
April 2018 | 0 | — | 0 | 1,517,328 | ||||||||||||
May 2018 | 267,343 | $ | 15.25 | 267,343 | 1,249,985 | |||||||||||
June 2018 | 256,478 | $ | 15.60 | 256,478 | 993,507 | |||||||||||
July 2018 | 53,041 | $ | 15.74 | 53,041 | 940,466 | |||||||||||
August 2018 | 100,000 | $ | 16.26 | 100,000 | 840,466 | |||||||||||
September 2018 | 83,500 | $ | 16.58 | 83,500 | 756,966 | |||||||||||
October 2018 | 77,600 | $ | 16.32 | 77,600 | 679,366 | |||||||||||
November 2018 | 28,000 | $ | 15.73 | 28,000 | 651,366 | |||||||||||
December 2018 | 57,000 | $ | 12.57 | 57,000 | 5,908,932 | |||||||||||
Total | 1,018,156 | $ | 15.49 | 1,018,156 |
(1) There were no shares purchased other than through a publicly announced plan or program.
(2a) The Plan was announced on December 11, 2014, with an additional authorization announced on December 18, 2018.
(2b) The share amount approved in 2014 was 5% of outstanding shares, or 4,667,000 shares, of which 651,366 shares remained on November 30, 2018. In December 2018, 5,314,566 additional shares were approved.
(2c) The Plan has no expiration date.
(2d) None.
(2e) 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 most recent 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. Disclosures of Securities Lending Activities for Closed-End Management Investment Companies.
(a) Dollar amounts of income and fees/compensation related to securities lending activities during the most recent fiscal year are:
(1) | Gross income from securities lending activities was $109,679. |
(2) | Rebates paid to borrowers were $19,568, fees deducted from a pooled cash collateral reinvestment product were $512, and revenue generated by the securities lending program paid to the securities lending agent was $26,875. |
(3) | The aggregate fees related to securities lending activities were $46,955. |
(4) | Net income from securities lending activities was $62,724. |
(b) Services provided by the securities lending agent in the most recent fiscal year for lending of the Fund's portfolio securities in accordance with its securities lending authorization agreement, included: identifying and approving borrowers, selecting securities to be loaned, negotiating loan terms, recordkeeping of all loan and dividend activity, receiving and holding collateral from borrowers, monitoring loan and collateral values on a daily basis, requesting additional collateral as required, and arranging for return of loaned securities at loan termination. When cash collateral is received from the borrower, the security lending agent invests the cash in a registered money market fund.
Item 13. 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. |
(4) | Change in independent public accountant: 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 & President | ||
(Principal Executive Officer) |
Date: | February 27, 2019 |
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 & President | ||
(Principal Executive Officer) |
||
Date: | February 27, 2019 |
By: |
/s/ Brian S. Hook |
|
Brian S. Hook | ||
Vice President, Chief Financial Officer & Treasurer | ||
(Principal Financial Officer) | ||
Date: | February 27, 2019 |