ntgnq.htm
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM N-Q
 
 
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY
 




Investment Company Act file number 811-22409



Tortoise MLP Fund, Inc.
(Exact name of registrant as specified in charter)



11550 Ash Street, Suite 300, Leawood, KS 66211
(Address of principal executive offices) (Zip code)



David J. Schulte
11550 Ash Street, Suite 300, Leawood, KS 66211
(Name and address of agent for service)



913-981-1020
Registrant's telephone number, including area code



Date of fiscal year end: November 30


Date of reporting period:  August 31, 2012
 
 
 
 
Item 1. Schedule of Investments.
 
Tortoise MLP Fund, Inc.
            
SCHEDULE OF INVESTMENTS (Unaudited)
            
               
     
August 31, 2012
  
Master Limited Partnerships and Related Companies - 142.1% (1)
  
Shares
    
Fair Value
  
Natural Gas/Natural Gas Liquids Pipelines - 85.2% (1)
            
United States - 85.2% (1)
            
Boardwalk Pipeline Partners, LP
     3,523,800     $ 95,248,314  
El Paso Pipeline Partners, L.P.
     3,720,900       134,659,371  
Energy Transfer Equity, L.P.
     446,621       19,628,993  
Energy Transfer Partners, L.P.
     2,893,600       123,614,592  
Enterprise Products Partners L.P.
     2,462,700       131,508,180  
EQT Midstream Partners, L.P.
     333,286       9,152,034  
Inergy Midstream, L.P.
     812,700       18,935,910  
ONEOK Partners, L.P.
     1,419,000       80,627,580  
Regency Energy Partners LP
     4,520,433       104,602,820  
Spectra Energy Partners, LP
     2,704,180       86,587,844  
TC PipeLines, LP
     788,900       35,831,838  
Williams Partners L.P.
     2,543,700       131,204,046  
                971,601,522  
Natural Gas Gathering/Processing - 27.9% (1)
                
United States - 27.9% (1)
                
Access Midstream Partners, L.P.
     1,140,000       34,348,200  
Copano Energy, L.L.C.
     1,646,300       50,524,947  
Crestwood Midstream Partners LP (2)
     1,490,813       36,674,000  
DCP Midstream Partners, LP
     1,109,400       47,859,516  
MarkWest Energy Partners, L.P.
     924,600       49,096,260  
Targa Resources Partners LP
     1,224,600       49,620,792  
Western Gas Partners LP
     1,040,131       49,666,255  
                317,789,970  
Crude/Refined Products Pipelines - 29.0% (1)
                
United States - 29.0% (1)
                
Buckeye Partners, L.P.
     923,400       45,634,428  
Enbridge Energy Partners, L.P.
     1,728,900       50,933,394  
Holly Energy Partners, L.P.
     666,135       44,864,192  
Kinder Morgan Management, LLC (2)
     884,592       65,565,969  
Magellan Midstream Partners, L.P.
     319,750       26,529,657  
NuStar Energy L.P.
     631,500       32,029,680  
Plains All American Pipeline, L.P.
     757,700       65,563,781  
 
               331,121,101  
                   
Total Master Limited Partnerships and Related Companies (Cost $1,307,219,370)
             1,620,512,593  
                   
Short-Term Investment - 0.0% (1)
                
United States Investment Company - 0.0% (1)
                
Fidelity Institutional Money Market Portfolio - Class I, 0.16% (3) (Cost $200,453)
     200,453       200,453  
                   
Total Investments - 142.1% (1) (Cost $1,307,419,823)
             1,620,713,046  
Other Assets and Liabilities - (11.8%) (1)
             (135,227,488 )
Long-Term Debt Obligations - (22.4%) (1)
             (255,000,000 )
Mandatory Redeemable Preferred Stock at Liquidation Value - (7.9%) (1)
             (90,000,000 )
Total Net Assets Applicable to Common Stockholders - 100.0% (1)
           $ 1,140,485,558  
                   
                   
(1)
Calculated as a percentage of net assets applicable to common stockholders.
                
(2)
Security distributions are paid-in-kind.
                
(3)
Rate indicated is the current yield as of August 31, 2012.
                


 
 
 

Various inputs are used in determining the value of the Company’s investments.  These inputs are summarized in the three broad levels listed below:
 
    Level 1 – quoted prices in active markets for identical investments
    Level 2 – other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)
    Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table provides the fair value measurements of applicable Company assets by level within the fair value hierarchy as of August 31, 2012.  These assets are measured on a recurring basis.

 
Fair Value at
                
Description
August 31, 2012
  
Level 1
  
Level 2
    
Level 3
  
Assets
                  
Equity Securities:
                  
Master Limited Partnerships and Related Companies(a)
 $ 1,620,512,593   $ 1,620,512,593   $ -     $ -  
Other:
                          
Short-Term Investment(b)
   200,453     200,453     -       -  
Total Assets
 $ 1,620,713,046   $ 1,620,713,046   $ -     $ -  

(a)  
All other industry classifications are identified in the Schedule of Investments.
(b)  
Short-term investment is a sweep investment for cash balances in the Company at August 31, 2012.

Valuation Techniques
In general, and where applicable, the Company uses readily available market quotations based upon the last updated sales price from the principal market to determine fair value.  This pricing methodology applies to the Company’s Level 1 investments. 

An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the “1933 Act”), is subject to restrictions on resale that can affect the security’s fair value.  If such a security is convertible into publicly-traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions and categorized as Level 2 in the fair value hierarchy.  If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3 in the fair value hierarchy.

The Company utilizes the beginning of reporting period method for determining transfers between levels.  There were no transfers between levels for the period from December 1, 2011 through August 31, 2012.
As of August 31, 2012, the aggregate cost of securities for federal income tax purposes was $1,142,492,257.  The aggregate gross unrealized appreciation for all securities in which there was an excess of fair value over tax cost was $481,400,618, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $3,179,829 and the net unrealized appreciation was $478,220,789.

 
 
 

Item 2. Controls and Procedures.
 
(a)  
The registrant’s Chief Executive Officer and its Chief 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 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b)  
There was no change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
 
Item 3. Exhibits.
 
Separate certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) are filed herewith.

 
 
 
 
 
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.


  Tortoise MLP Fund, Inc.  
       
Date:  October 29, 2012
By:
  /s/ Terry Matlack  
    Terry Matlack  
    Chief Executive Officer   
       



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.

  Tortoise MLP Fund, Inc.  
       
Date:  October 29, 2012
By:
  /s/ Terry Matlack  
    Terry Matlack  
    Chief Executive Officer   
       
  Tortoise MLP Fund, Inc.  
       
Date:  October 29, 2012
By:
  /s/ P. Bradley Adams  
    P. Bradley Adams  
   
Chief Financial Officer