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As
filed with the Securities and Exchange Commission on July 27, 2010
Securities Act Registration No. 333-166278
Investment Company Act Registration No. 811-22409
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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PRE-EFFECTIVE AMENDMENT NO. 7 |
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POST-EFFECTIVE AMENDMENT NO. |
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
Tortoise MLP Fund, Inc.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
(913) 981-1020
AGENT FOR SERVICE
David J. Schulte
11550 Ash Street, Suite 300
Leawood, Kansas 66211
Copies of Communications to:
Steven F. Carman, Esq.
Eric J. Gervais, Esq.
Husch Blackwell Sanders LLP
4801 Main Street, Suite 1000
Kansas City, MO 64112
(816) 983-8000
Approximate
Date of Proposed Public Offering: From time to time after the effective date
of this Registration Statement.
If any of the securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities
offered in connection with a dividend reinvestment plan, check the following box. o
It
is proposed that this filing will become effective (check appropriate
box):
o when
declared effective pursuant to Section 8(c).
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Proposed |
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Proposed Maximum |
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Title of Securities |
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Amount to be |
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Maximum Offering |
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Aggregate |
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Amount of |
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Being Registered |
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Registered |
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Price Per Share |
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Offering Price (1) |
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Registration Fee (2) |
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Common Stock |
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$ |
1,200,000,000 |
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$ |
85,560 |
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(1) |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act of 1933. In no event will the aggregate initial offering price of all
securities offered from time to time pursuant to the prospectus included as a part of this
Registration Statement exceed $1,200,000,000. |
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(2) |
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$71,300 previously paid. |
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The
Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such dates as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement is being filed with respect to the registration of additional
Common Stock, $0.001 par value per share, of Tortoise MLP Fund, Inc., a corporation organized under
the laws of the State of Maryland (the Registrant). The contents of the Registration Statement
on Form N-2 (File Nos. 333-166278 and 811-22409) filed by the Registrant with the Securities and
Exchange Commission, as amended, are incorporated herein by reference.
Part C Other Information
Item 25. Financial Statements and Exhibits
1. Financial Statements:
The Registrants financial statements dated May 3, 2010, notes to the financial statements
and report of independent public accountants thereon are incorporated by reference into Part B:
Statement of Additional Information.
2. Exhibits:
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Exhibit |
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No. |
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Description of Document |
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a.
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Articles of Amendment and Restatement** |
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b.
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Amended and Restated Bylaws** |
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c.
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Inapplicable |
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d.
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Form of Stock Certificate** |
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e.
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Dividend Reinvestment Plan** |
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f.
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Inapplicable |
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g.1.
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Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. dated June 18, 2010** |
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h.
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Form of Underwriting Agreement** |
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i.
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Inapplicable |
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j.
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Form of Custody Agreement** |
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k.1.
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Form of Transfer Agency
and Service Agreement** |
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k.2.
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Form of Administration Servicing Agreement** |
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k.3.
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Form of Fund Accounting Services Agreement** |
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l.
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Opinion of Venable LLP** |
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m.
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Inapplicable |
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n.
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Consent of Independent Registered
Public Accounting Firm** |
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o.
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Inapplicable |
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p.
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Subscription Agreement dated
May 3, 2010** |
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q.
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Inapplicable |
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r.1.
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Code of Ethics of the Registrant** |
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r.2.
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Code of Ethics of the Tortoise Capital Advisors, L.L.C.** |
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s.
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Power of Attorney** |
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Filed herewith |
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** |
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Previously filed. |
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(1) |
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To be filed by amendment. |
Item 26. Marketing Arrangements
Reference is made to the form of underwriting agreement included as Exhibit h. hereto.
Item 27. Other Expenses and Distribution
The following table sets forth the estimated expenses to be incurred in connection with the
offering described in this Registration Statement:
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FINRA filing fee |
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$ |
75,500 |
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Securities and Exchange Commission fees |
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$ |
85,560 |
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New York Stock Exchange listing fee |
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$ |
30,000 |
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Directors fees and expenses |
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$ |
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Accounting fees and expenses |
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40,000 |
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Legal fees and expenses |
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$ |
200,000 |
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Printing expenses |
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$ |
375,000 |
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Transfer Agents fees |
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$ |
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Miscellaneous |
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$ |
483,200 |
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Total |
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1,289,260 |
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Item 28. Persons Controlled by or Under Common Control
None.
Item 29. Number of Holders of Securities
As
of July 22, 2010, the number of record holders of each class of securities of the
Registrant was:
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Number of |
Title of Class |
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Record Holders |
Common Stock ($0.001 par value) |
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1 |
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Item 30. Indemnification
Maryland law permits a Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty which is established by a final
judgment as being material to the cause of action. The Charter contains such a provision which
eliminates directors and officers liability to the maximum extent permitted by Maryland law and
the 1940 Act.
The Charter authorizes the Registrant, to the maximum extent permitted by Maryland law and the
1940 Act, to obligate itself to indemnify any present or former director or officer or any
individual who, while a director or officer of the Registrant and at the request of the Registrant,
serves or has served another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan,
limited liability company
or other enterprise as a director, officer, partner, member manager or trustee, from
and against any claim or liability to which that person may become subject or which that person may
incur by reason of his or her
service in any such capacity
and
to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.
The Bylaws obligate the Registrant, to the maximum extent permitted by Maryland law and the 1940
Act, to indemnify any present or former director or officer or any individual who, while a director
of the Registrant and at the request of the Registrant, serves or has served another corporation,
real estate investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or other
enterprise as a director, officer, partner, member manager or trustee and who is made, or threatened to be made, a
party to the proceeding by reason of his or her service in any such capacity from and against any claim
or liability to which that person may become subject or which that person may incur by reason of
his or her
services in such capacity
and to pay or
reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The
Charter and Bylaws also permit the Registrant to indemnify and advance expenses to any person who
served a predecessor of the Registrant in any of the capacities described above and any employee or
agent of the Registrant or a predecessor of the Registrant.
Maryland law requires a corporation (unless its charter provides otherwise, which the
Registrants Charter does not) to indemnify a director or officer who has been successful in the
defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her
service in that capacity. Maryland law permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding to which they are made, or threatened to be made, a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer was material to
the matter giving rise to the proceeding and
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(1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b)
the director or officer actually received an improper personal benefit in money, property or
services or (c) in the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a director or
officer upon the corporations receipt of (a) a written affirmation by the director or officer of
his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the
corporation and (b) a written undertaking by him or her or on his behalf to repay the amount paid or
reimbursed by the corporation if it is ultimately determined that the standard of conduct was not
met.
Item 31. Business and Other Connections of Investment Advisor
The information in the Statement of Additional Information under the caption Management of
the Company Directors and Officers and the information in the prospectus under the caption
Management of the Company Investment Adviser is hereby incorporated by reference.
Item 32. Location of Accounts and Records
The Registrants accounts, books, and other documents are maintained at the offices of the
Registrant, at the offices of the Registrants investment adviser, Tortoise Capital Advisors,
L.L.C., 11550 Ash Street, Suite 300, Leawood, Kansas 66211, at the offices of the custodian, U.S.
Bank National Association, 1555 North River Center Drive, Milwaukee, WI 53212, at the offices of
the transfer agent, Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island
02940-3078, or at the offices of the administrator, U.S. Bancorp Fund Services, LLC, 615 East
Michigan Street, Milwaukee, WI 53202.
Item 33. Management Services
Not applicable.
Item 34. Undertakings
1. The Registrant undertakes to suspend the offering of the common shares until the Prospectus
is amended if (1) subsequent to the effective date of its registration statement, the net asset
value declines more than ten percent from its net asset value as of the effective date of the
registration statement or (2) the net asset value increases to an amount greater than its net
proceeds as state in the Prospectus.
5. The Registrant is filing this Registration Statement pursuant to Rule 430A under the 1933
Act and undertakes that: (a) for the purposes of determining any liability under the 1933 Act, the
information omitted from the form of Prospectus filed as part of a registration statement in
reliance upon Rule 430A and contained in the form of Prospectus filed by the Registrant under Rule
497(h) under the 1933 Act shall be deemed to be part of the Registration Statement as of the time
it was declared effective; (b) for the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of Prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means designed to ensure
equally prompt delivery, within two business days of receipt of an oral or written request, its
Statement of Additional Information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of
1940, the Registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in this City of Leawood and
State of Kansas on the 27th day
of July, 2010.
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Tortoise MLP Fund, Inc.
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By: |
/s/
Zachery A. Hamel |
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Zachery A. Hamel |
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President |
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Pursuant to the requirements of the Securities Act of 1933 this registration statement has
been signed by the following persons in the capacities and on the date indicated.
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Name |
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Title |
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Date |
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/s/ P. Bradley Adams
P. Bradley Adams |
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Chief Financial Officer (Principal
Financial and Accounting Officer)
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July 27, 2010 |
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/s/
Terry C. Matlack
Terry C. Matlack
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Chief Executive Officer (Principal
Executive Officer)
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July 27, 2010 |
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/s/ Conrad S. Ciccotello
Conrad S. Ciccotello
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Director
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July 27, 2010 |
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/s/ John R. Graham
John R. Graham
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Director
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July 27, 2010 |
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/s/ Charles E. Heath
Charles E. Heath
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Director
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July 27, 2010 |
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/s/ H. Kevin Birzer
H. Kevin Birzer
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Director
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July 27, 2010 |
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By David J. Schulte pursuant to power of attorney filed with the Registrants registration
statement on Form N-2 (File Nos. 811-22409 and 333-166278) on
April 23, 2010. |
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