SEC Division of Investment Management staff letter: Adams Diversified Equity Fund Inc.

K&L GATES K&LGATESLLP
1601 KSTREET, N.W.
WASHINGTON, DC 20006
T +1202 778 9000 F+1202 778 9100 klgates.com
By Email Delivery
Associate Director and Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Adams Diversified Equity Fund Inc.
Dear Mr. Scheidt:
We are writing on behalf of Adams Diversified Equity Fund Inc., previously The Adams Express Company, ("ADX") an internally-managed, closed-end management investment company, registered under the Investment Company Act of 1940, as amended (the "Act"), to request assurance that the staff of the Division of Investment Management (the "Staff") will not recommend enforcement action to the Commission against ADX under Section 12(d)(3) of the Act if it organizes, and wholly owns and controls a subsidiary that will operate as an investment adviser ("Adviser Sub"), providing advisory services to a wide array of clients including U.S. and non-U.S. registered and unregistered investment companies, institutional investors, separate accounts and private clients (together, "Clients"), and to be registered under the Investment Advisers Act of 1940 ("Advisers Act"). 1 BACKGROUND One of the oldest companies listed on the New York Stock Exchange ("NYSE"), ADX, a Maryland corporation, has been structured as a closed-end fund since 1929 and is registered as such At the outset, Adviser Sub will provide investment advice to a European investment fund organized in Luxembourg, established in accordance with the UCITS Directive (or "undertakings for the collective investment in transferable securities") and regulated by the European Union. Adviser Sub will not register under the Advisers Act during the period when it qualifies as an Exempt Reporting Adviser by virtue of the Private Fund Adviser Exemption under Section 203(m) of the Advisers Act or other exemption. It is intended that Adviser Sub will provide investment advice to additional clients over time and will register under the Advisers Act when appropriate under the terms of that Act.