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, 2011
 
 
 
 
Item 1. Schedule of Investments.

Tortoise MLP Fund, Inc.
            
SCHEDULE OF INVESTMENTS (Unaudited)
            
               
     
August 31, 2011
  
Master Limited Partnerships and Related Companies - 137.9% (1)
  
Shares
    
Fair Value
  
Natural Gas/Natural Gas Liquids Pipelines - 81.9% (1)
            
United States - 81.9% (1)
            
Boardwalk Pipeline Partners, LP
     3,793,900     $ 95,226,890  
El Paso Pipeline Partners, L.P.
     3,483,900       128,172,681  
Energy Transfer Partners, L.P.
     2,804,700       126,379,782  
Enterprise Products Partners L.P.
     2,782,662       117,289,203  
Niska Gas Storage Partners LLC
     1,058,000       13,415,440  
ONEOK Partners, L.P.
     1,621,500       70,470,390  
PAA Natural Gas Storage, L.P.
     934,361       16,902,591  
Regency Energy Partners LP
     4,650,608       111,056,519  
Spectra Energy Partners, LP
     1,922,900       55,860,245  
TC PipeLines, LP
     735,400       32,063,440  
Williams Partners L.P.
     2,404,900       130,297,482  
                897,134,663  
                   
Natural Gas Gathering/Processing - 26.1% (1)
                
United States - 26.1% (1)
                
Chesapeake Midstream Partners, L.P.
     570,200       15,891,474  
Copano Energy, L.L.C.
     1,689,791       54,783,024  
Crestwood Midstream Partners LP
     1,200       30,672  
Crestwood Midstream Partners LP (2)(3)
     1,389,135       34,394,983  
DCP Midstream Partners, LP
     1,348,700       52,289,099  
MarkWest Energy Partners, L.P.
     1,146,700       55,098,935  
Targa Resources Partners LP
     1,705,200       58,488,360  
Western Gas Partners LP
     392,235       14,245,975  
                285,222,522  
Crude/Refined Products Pipelines - 25.0% (1)
                
United States - 25.0% (1)
                
Buckeye Partners, L.P.
     859,900       54,156,502  
Enbridge Energy Partners, L.P.
     1,660,100       47,312,850  
Holly Energy Partners, L.P.
     735,300       37,279,710  
Kinder Morgan Management, LLC (3)
     779,274       47,146,098  
Magellan Midstream Partners, L.P.
     199,500       11,964,015  
NuStar Energy L.P.
     680,100       40,261,920  
Oiltanking Partners LP
     125,174       3,002,924  
Plains All American Pipeline, L.P.
     351,680       21,322,359  
Sunoco Logistics Partners L.P.
     109,500       9,389,625  
Tesoro Logistics LP
     103,800       2,429,958  
 
               274,265,961  
Propane Distribution - 4.9% (1)
                
United States - 4.9% (1)
                
Inergy, L.P.
     1,891,200       53,634,432  
                   
Total Master Limited Partnerships and Related Companies (Cost $1,387,743,731)
             1,510,257,578  
                   
Short-Term Investment - 0.3% (1)
                
United States Investment Company - 0.3% (1)
                
Fidelity Institutional Money Market Portfolio, 0.11% (4) (Cost $3,320,744)
     3,320,744       3,320,744  
                   
Total Investments - 138.2% (1) (Cost $1,391,064,475)
             1,513,578,322  
Other Assets and Liabilities - (6.7%) (1)
             (73,164,062 )
Long-Term Debt Obligations - (23.3%) (1)
             (255,000,000 )
Mandatory Redeemable Preferred Stock at Liquidation Value - (8.2%) (1)
             (90,000,000 )
Total Net Assets Applicable to Common Stockholders - 100.0% (1)
           $ 1,095,414,260  
                   
                   
(1)
Calculated as a percentage of net assets applicable to common stockholders.
                
(2)
Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have
  
 
a total fair value of $34,394,983, which represents 3.1% of net assets.
 
(3)
Security distributions are paid-in-kind.
                
(4)
Rate indicated is the current yield as of August 31, 2011.
                

 
 
 


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, 2011.  These assets are measured on a recurring basis.

 
Fair Value at
              
Description
August 31, 2011
  
Level 1
  
Level 2
  
Level 3
  
Equity Securities:
                
Master Limited Partnerships and Related Companies(a)
 $ 1,510,257,578   $ 1,475,862,595   $ 34,394,983   $ -  
Total Equity Securities
   1,510,257,578     1,475,862,595     34,394,983     -  
Other:
                        
Short-Term Investments(b)
   3,320,744     3,320,744     -     -  
Total Other
   3,320,744     3,320,744     -     -  
Total
 $ 1,513,578,322   $ 1,479,183,339   $ 34,394,983   $ -  

(a)  
All other industry classifications are identified in the Schedule of Investments.
(b)  
Short-term investments are sweep investments for cash balances in the Company at August 31, 2011.

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, 2010 through August 31, 2011.

Certain of the Company’s investments are restricted and are valued as determined in accordance with procedures established by the Board of Directors.  The table below shows the number of units held, acquisition date, acquisition cost, fair value, fair value per share and percent of net assets which the security comprises at August 31, 2011.

Investment Security
Number of Shares
Acquisition Date
Acquisition
Cost
Fair Value
Fair Value
Per Share
Fair Value as Percent of Net Assets
Crestwood Midstream Partners LP
Unregistered Class C Units
  1,389,135
4/1/11
$ 33,000,030
$ 34,394,983
$ 24.76
 3.1%

The carrying value per unit of unrestricted common units of Crestwood Midstream Partners LP was $30.37 on February 18, 2011, the date of the purchase agreement and the date an enforceable right to acquire the restricted Crestwood Midstream Partners LP units was obtained by the Company.
 
As of August 31, 2011, the aggregate cost of securities for federal income tax purposes was $1,358,392,492.  The aggregate gross unrealized appreciation for all securities in which there was an excess of fair value over tax cost was $194,719,844, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $39,534,014 and the net unrealized appreciation was $155,185,830.
 
 
 
 

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 26, 2011
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 26, 2011
By:
  /s/ Terry Matlack  
    Terry Matlack  
    Chief Executive Officer   
       
  Tortoise MLP Fund, Inc.  
       
Date:  October 26, 2011
By:
  /s/ P. Bradley Adams  
    P. Bradley Adams  
   
Chief Financial Officer