☒ | REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☐ | PRE-EFFECTIVE AMENDMENT NO. |
☒ | POST-EFFECTIVE AMENDMENT NO. 10 |
☒ | REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ | AMENDMENT NO. 22 |
☒
|
when declared effective pursuant to Section 8(c).
|
1.
|
Facing sheet of the Registration Statement.
|
2.
|
Contents of Registration Statement.
|
3.
|
Tortoise MLP Fund, Inc. Base Prospectus dated August 3, 2015.
|
4.
|
Tortoise MLP Fund, Inc. Statement of Additional Information dated August 3, 2015.
|
5.
|
Part C of the Registration Statement (including signature page).
|
Base Prospectus
|
|
1
|
|
9
|
|
11
|
|
13
|
|
16
|
|
18
|
|
18
|
|
19
|
|
28
|
|
32
|
|
41
|
|
44
|
|
46
|
|
48
|
|
54
|
|
56
|
|
58
|
|
58
|
|
60
|
|
62
|
|
70
|
|
70
|
|
70
|
|
72
|
• | Under normal circumstances, we invest at least 80% of our Total Assets in equity securities of MLPs in the energy infrastructure sector, with at least 50% of our Total Assets in equity securities of natural gas infrastructure MLPs. For purposes of these policies, we consider investments in MLPs to include investments in affiliates of MLPs. |
• | We may invest up to 50% of our Total Assets in restricted securities, primarily through direct investments in securities of listed companies. We will not invest in privately held companies. |
• | We will not invest more than 10% of our Total Assets in any single issuer. |
• | We will not engage in short sales. |
Stockholder Transaction Expense (as a percentage of offering price):
|
||||
Sales Load
|
-
|
%
(1)
|
||
Offering Expenses Borne by the Company
|
-
|
%
(1)
|
||
Dividend Reinvestment Plan Expenses
|
None
|
(2) |
Annual Expenses (as a percentage of net assets attributable to common shares):
|
||||
Management Fee (payable under investment advisory agreement)
|
1.54
|
%
|
||
Interest Payments on Borrowed Funds (includes issuance costs)
|
0.90
|
%
(3)
|
||
Distribution Payments on Preferred Stock (includes issuance costs)
|
0.28
|
%
(4)
|
||
Other Expenses
|
0.10
|
%
(5)
|
||
Current Income Tax Expense
|
0.04
|
%
(6)
|
||
Deferred Income Tax Expense
|
7.01
|
%
(6)
|
||
Total Annual Expenses
|
9.87 | % (7) |
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|||||||||
Total Expenses Paid by Common Stockholders
(8)(9)
|
$96
|
$275
|
$437
|
$777
|
(1) | If the securities to which this prospectus relates are sold to or through underwriters, the prospectus supplement will set forth any applicable sales load, the estimated offering expenses borne by us and a revised expense example. |
(2) | Stockholders will pay a transaction fee plus brokerage charges if they direct the plan agent to sell common stock held in a plan account. See “Automatic Dividend Reinvestment Plan.” |
(3) | Reflects the weighted average cost of interest payable on the Notes and unsecured credit facility at borrowing rates as of November 30, 2014, including amortization of issuance costs, expressed as a percentage of net assets as of November 30, 2014. Such rates may differ as and when borrowings are made. |
(4) | Reflects the weighted average cost of distributions payable on Tortoise Preferred Shares as of November 30, 2014, including amortization of issuance costs, expressed as a percentage of net assets as of November 30, 2014. |
(5) | “Other Expenses” are based on amounts incurred for the fiscal year ended November 30, 2014. |
(6) | For the year ended November 30, 2014, we accrued $581,000 for current income tax expense and $98,329,597 for net deferred income tax expense related to our net investment loss and realized and unrealized gains. Current income tax expense generally relates to net realized gains recognized during the period in excess of capital loss carryforwards and net operating loss carryforwards. Deferred income tax expense represents an estimate of our potential tax liability if we were to recognize the unrealized appreciation of our portfolio assets accumulated during our fiscal year ended November 30, 2014, based on the market values and tax basis of our assets as of November 30, 2014. Future actual income tax expense (if any) will be incurred over many years depending on if and when investment gains are realized, the then-current tax basis of assets, the level of net loss carryforwards and other factors. |
(7) | The table presents certain of our annual expenses stated as a percentage of our net assets attributable to our common shares. This results in a higher percentage than the percentage attributable to our annual expenses stated as a percentage of our Managed Assets. See “Leverage-Annual Expenses” on page 28. |
(8) | Includes deferred income tax expenses. See footnote (5) above for more details. |
(9) | The example does not include sales load or estimated offering costs. If the securities to which this prospectus relates are sold to or through underwriters, the prospectus supplement will set forth any applicable sales load, the estimated offering expenses borne by us and a revised expense example reflecting such sales load and offering expenses. |
Year Ended November 30, 2014
|
Year Ended November 30, 2013
|
Year Ended November 30, 2012
|
Year Ended November 30, 2011
|
Period from
July 30,
2010
(1)
through
November
30, 2010
|
||||||||||||||||
Per Common Share Data
(2)
|
||||||||||||||||||||
Net Asset Value, beginning of period
|
$
|
28.00
|
$
|
24.50
|
$
|
24.54
|
$
|
24.91
|
$
|
-
|
||||||||||
Public offering price
|
-
|
-
|
-
|
-
|
25.00
|
|||||||||||||||
Income from Investment Operations
|
||||||||||||||||||||
Net investment loss
(3)
|
(0.54
|
)
|
(0.42
|
)
|
(0.40
|
)
|
(0.34
|
)
|
(0.04
|
)
|
||||||||||
Net realized and unrealized gain on investments
(3)
|
4.06
|
5.59
|
2.02
|
1.61
|
1.49
|
|||||||||||||||
Total income from investment operations
|
3.52
|
5.17
|
1.62
|
1.27
|
1.45
|
|||||||||||||||
Distributions to Common Stockholders
|
||||||||||||||||||||
Return of capital
|
(1.69
|
)
|
(1.67
|
)
|
(1.66
|
)
|
(1.64
|
)
|
(0.36
|
)
|
||||||||||
Capital Stock Transactions
|
||||||||||||||||||||
Underwriting discounts and offering costs on issuance of common stock
(4)
|
-
|
-
|
-
|
-
|
(1.18
|
)
|
||||||||||||||
Premiums less underwriting discounts and offering costs on issuance of common stock
(5)
|
-
|
0.00
|
0.00
|
-
|
-
|
|||||||||||||||
Total capital stock transactions
|
-
|
0.00
|
0.00
|
-
|
(1.18
|
)
|
||||||||||||||
Net Asset Value, end of period
|
$
|
29.83
|
$
|
28.00
|
$
|
24.50
|
$
|
24.54
|
$
|
24.91
|
||||||||||
Per common share market value, end of period
|
$
|
27.97
|
$
|
27.22
|
$
|
24.91
|
$
|
24.84
|
$
|
24.14
|
||||||||||
Total Investment Return Based on Market Value
(6) (7)
|
9.08
|
%
|
16.27
|
%
|
7.14
|
%
|
9.88
|
%
|
(2.02
|
)%
|
||||||||||
Supplemental Data and Ratios
|
||||||||||||||||||||
Net assets applicable to common stockholders, end of period (000's)
|
$
|
1,401,926
|
$
|
1,315,866
|
$
|
1,140,635
|
$
|
1,127,592
|
$
|
1,131,120
|
||||||||||
Average Net Assets (000's)
|
$
|
1,404,751
|
$
|
1,274,638
|
$
|
1,157,421
|
$
|
1,140,951
|
$
|
1,087,459
|
||||||||||
Ratio of Expenses to Average Net Assets
(8)
|
||||||||||||||||||||
Advisory fees
|
1.48
|
%
|
1.38
|
%
|
1.34
|
%
|
1.30
|
%
|
1.07
|
%
|
||||||||||
Other operating expenses
|
0.10
|
0.10
|
0.10
|
0.13
|
0.12
|
|||||||||||||||
Total operating expenses, before fee waiver
|
1.58
|
1.48
|
1.44
|
1.43
|
1.19
|
|||||||||||||||
Fee waiver
|
(0.16
|
)
|
(0.23
|
)
|
(0.28
|
)
|
(0.32
|
)
|
(0.28
|
)
|
||||||||||
Total operating expenses
|
1.42
|
1.25
|
1.16
|
1.11
|
0.91
|
|||||||||||||||
Leverage expenses
|
1.09
|
1.08
|
1.20
|
1.22
|
0.48
|
|||||||||||||||
Income tax expense
(9)
|
7.04
|
11.09
|
3.86
|
3.11
|
10.44
|
|||||||||||||||
Total expenses
|
9.55
|
%
|
13.42
|
%
|
6.22
|
%
|
5.44
|
%
|
11.83
|
%
|
||||||||||
Ratio of net investment loss to average net assets before fee waiver
(8)
|
(1.97
|
)%
|
(1.76
|
)%
|
(1.88
|
)%
|
(1.69
|
)%
|
(0.79
|
)%
|
||||||||||
Ratio of net investment loss to average net assets after fee waiver
(8)
|
(1.81
|
)%
|
(1.53
|
)%
|
(1.60
|
)%
|
(1.37
|
)%
|
(0.51
|
)%
|
||||||||||
Portfolio turnover rate
(6)
|
18.09
|
%
|
13.42
|
%
|
15.14
|
%
|
19.57
|
%
|
1.24
|
%
|
||||||||||
Credit facility borrowings, end of period (000's)
|
$
|
68,900
|
$
|
27,200
|
$
|
23,900
|
$
|
10,100
|
$
|
30,700
|
||||||||||
Senior notes, end of period (000's)
|
$
|
348,000
|
$
|
255,000
|
$
|
255,000
|
$
|
255,000
|
$
|
230,000
|
||||||||||
Preferred stock, end of period (000’s)
|
$
|
90,000
|
$
|
90,000
|
$
|
90,000
|
$
|
90,000
|
$
|
90,000
|
||||||||||
Per common share amount of senior notes outstanding, end of period
|
$
|
7.40
|
$
|
5.43
|
$
|
5.48
|
$
|
5.55
|
$
|
5.07
|
||||||||||
Per common share amount of net assets, excluding senior notes, end of period
|
$
|
37.23
|
$
|
33.43
|
$
|
29.98
|
$
|
30.09
|
$
|
29.98
|
||||||||||
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings
(10)
|
$
|
4,579
|
$
|
5,982
|
$
|
5,412
|
$
|
5,593
|
$
|
5,684
|
||||||||||
Asset coverage ratio of senior notes and credit facility borrowings
(10)
|
458
|
%
|
598
|
%
|
541
|
%
|
559
|
%
|
568
|
%
|
||||||||||
Asset coverage, per $25 liquidation value per share of mandatory redeemable preferred stock
(11)
|
$
|
94
|
$
|
113
|
$
|
102
|
$
|
104
|
$
|
106
|
||||||||||
Asset coverage ratio of preferred stock
(11)
|
377
|
%
|
454
|
%
|
409
|
%
|
418
|
%
|
423
|
%
|
(1)
|
Commencement of Operations.
|
(2)
|
Information presented relates to a share of common stock outstanding for the entire period.
|
(3)
|
The per common share data for the years ended November 30, 2013, 2012 and 2011 and the period from July 30, 2010 through November 30, 2010 do not reflect the change in estimate of investment income and return of capital. See Note 2C to the financial statements for further disclosure.
|
(4)
|
Represents the dilution per common share from underwriting and other offering costs for the period from July 30, 2010 through November 30, 2010.
|
(5)
|
Represents the premiums on the shelf offerings of less than $0.01 per share, less the underwriter discount and offering costs of less than $0.01 per share for the years ended November 30, 2013 and 2012. Amount is less than $0.01 for the years ended November 30, 2013 and 2012.
|
(6)
|
Not annualized for periods less than one full year.
|
(7)
|
Total investment return is calculated assuming a purchase of common stock at the beginning of the period (or initial public offering price) and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). This calculation also assumes reinvestment of distributions at actual prices pursuant to the company’s dividend reinvestment plan.
|
(8)
|
Annualized for periods less than one full year.
|
(9)
|
For the year ended November 30, 2014, the Company accrued $581,000 for current income tax expense and $98,329,597 for net deferred income tax expense. For the year ended November 30, 2013, the Company accrued $141,332,523 for net deferred income tax expense. For the year ended November 30, 2012, the Company accrued $44,677,351 for net deferred income tax expense. For the year ended November 30, 2011, the Company accrued $20,589 for current income tax benefit and $35,466,770 for net deferred income tax expense. For the period from July 30, 2010 to November 30, 2010, the Company accrued $50,000 for current income tax expense and $38,533,993 for net deferred income tax expense.
|
(10)
|
Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period.
|
(11)
|
Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by the sum of senior notes, credit facility borrowings and preferred stock outstanding at the end of the period.
|
Year
|
Title of Security
|
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset Coverage per
$1,000 of Principal
Amount
|
Asset Coverage per
Share ($25
Liquidation
Preference)
|
Average Estimated
Fair Value Per
$25,000
Denomination or
per Share Amount
|
|||||||||||||
2010
|
Notes
|
|||||||||||||||||
Series A Private Senior Notes
|
$
|
12,000,000
|
$
|
5,684
|
$
|
24,851
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,684
|
$
|
24,613
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,684
|
$
|
24,425
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,684
|
$
|
24,196
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,684
|
$
|
25,000
|
||||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
106
|
$
|
25
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
106
|
$
|
24
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility
(3)
|
$
|
30,700,000
|
$
|
5,684
|
||||||||||||||
$
|
350,700,000
|
|||||||||||||||||
2011
|
Notes
|
|||||||||||||||||
Series A Private Senior Notes
|
$
|
12,000,000
|
$
|
5,593
|
$
|
25,214
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,593
|
$
|
25,540
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,593
|
$
|
25,763
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,593
|
$
|
25,825
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,593
|
$
|
25,000
|
||||||||||||
Series F Private Senior Notes
|
$
|
15,000,000
|
$
|
5,593
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
5,593
|
$
|
26,375
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
104
|
$
|
25
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
104
|
$
|
26
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility
(3)
|
$
|
10,100,000
|
$
|
5,593
|
||||||||||||||
$
|
355,100,000
|
|||||||||||||||||
2012
|
Notes
|
|||||||||||||||||
Series A Private Senior Notes
|
$
|
12,000,000
|
$
|
5,412
|
$
|
25,195
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,412
|
$
|
25,715
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,412
|
$
|
26,426
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,412
|
$
|
26,971
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,412
|
$
|
25,000
|
||||||||||||
Series F Private Senior Notes
|
$
|
15,000,000
|
$
|
5,412
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
5,412
|
$
|
27,046
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
102
|
$
|
26
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
102
|
$
|
26
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility
(3)
|
$
|
23,900,000
|
$
|
5,412
|
||||||||||||||
$
|
368,900,000
|
2013
|
Notes
|
|||||||||||||||||
Series A Private Senior Notes
|
$
|
12,000,000
|
$
|
5,982
|
$
|
25,139
|
(1)
|
|||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
5,982
|
$
|
25,841
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
5,982
|
$
|
26,426
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
5,982
|
$
|
26,490
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
5,982
|
$
|
25,000
|
||||||||||||
Series F Private Senior Notes
|
$
|
15,000,000
|
$
|
5,982
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
5,982
|
$
|
26,889
|
(1)
|
|||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
113
|
$
|
26
|
(2)
|
|||||||||||
Series B
|
$
|
65,000,000
|
$
|
113
|
$
|
26
|
(2)
|
|||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility
(3)
|
$
|
27,200,000
|
$
|
5,982
|
||||||||||||||
$
|
372,200,000
|
2014
|
Notes
|
|||||||||||||||||
Series B Private Senior Notes
|
$
|
24,000,000
|
$
|
4,579
|
$
|
25,627
|
(1)
|
|||||||||||
Series C Private Senior Notes
|
$
|
57,000,000
|
$
|
4,579
|
$
|
26,393
|
(1)
|
|||||||||||
Series D Private Senior Notes
|
$
|
112,000,000
|
$
|
4,579
|
$
|
27,172
|
(1)
|
|||||||||||
Series E Private Senior Notes
|
$
|
25,000,000
|
$
|
4,579
|
$
|
25,000
|
||||||||||||
Series G Private Senior Notes
|
$
|
10,000,000
|
$
|
4,579
|
$
|
26,817
|
(1)
|
|||||||||||
Series H Private Senior Notes
|
$
|
45,000,000
|
$
|
4,579
|
$
|
25,000
|
||||||||||||
Series I Private Senior Notes
|
$
|
10,000,000
|
$
|
4,579
|
$
|
25,537
|
(1)
|
|||||||||||
Series J Private Senior Notes
|
$
|
30,000,000
|
$
|
4,579
|
$
|
26,215
|
(1)
|
|||||||||||
Series K Private Senior Notes
|
$
|
35,000,000
|
$
|
4,579
|
$
|
25,000
|
||||||||||||
Preferred Stock
|
||||||||||||||||||
Series A
|
$
|
25,000,000
|
$
|
94
|
$
|
26
|
||||||||||||
Series B
|
$
|
65,000,000
|
$
|
94
|
$
|
26
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit Facility (3) |
$
|
68,900,000
|
$
|
4,579
|
||||||||||||||
$
|
506,900,000
|
(1) | The estimated fair value of each series of fixed-rate Notes was calculated by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued debt and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent debt issuance, the spread between the AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the Notes and the AAA corporate finance debt rate. The estimated fair value of the Series E, Series H and Series K Notes approximates the carrying amount because the interest rates fluctuate with changes in interest rates available in the current market. |
(2) | The estimated fair value of each series of MRP Shares was calculated by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued preferred stock and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent preferred stock issuance, the spread between the AA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the MRP Stock and the AA corporate finance debt rate. |
(3) | As of November 30, 2010, we had an unsecured credit facility which allowed us to borrow up to $60,000,000. On January 13, 2011, we entered into an amendment to our credit facility that increased the amount available to $95,000,000. On March 11, 2011, we entered into an amendment to our credit facility that reduced the amount available to $80,000,000. On September 23, 2011, we entered into an amendment to our credit facility that reduced the amount available to $65,000,000. On June 18, 2012, we entered into an amendment to our credit facility that reduced the amount available to $60,000,000. On December 20, 2013, we entered into an amendment to our credit facility that increased the amount available to $73,000,000. On January 15, 2014, we entered into an amendment to our credit facility that increased the amount available to $107,000,000. On June 16, 2014, we entered into an amendment to our credit facility that provides for an unsecured credit facility of $107,000,000 through June 15, 2015. On June 15, 2015, we entered into an amended and restated credit agreement establishing a $117,000,000 unsecured credit facility maturing on June 13, 2017. We currently expect to seek to renew the credit facility at an amount sufficient to meet our operating needs. |
Market Price
(1)
|
Premium/(Discount) to NAV
(3)
|
||||
Month Ended
|
High
|
Low
|
NAV
(2)
|
High
|
Low
|
November 30, 2012
|
26.29
|
23.45
|
24.93
|
5.5%
|
-5.9%
|
December 31, 2012
|
25.28
|
24.35
|
24.50
|
3.2%
|
-0.6%
|
January 31, 2013
|
27.00
|
25.05
|
23.91
|
12.9%
|
4.8%
|
February 28, 2013
|
28.14
|
23.45
|
26.54
|
6.0%
|
-11.6%
|
March 31, 2013
|
28.15
|
26.68
|
26.37
|
6.8%
|
1.2%
|
April 30, 2013
|
28.85
|
27.63
|
27.79
|
3.8%
|
-0.6%
|
May 31, 2013
|
30.10
|
28.27
|
28.01
|
7.5%
|
0.9%
|
June 30, 2013
|
29.23
|
27.41
|
27.11
|
7.8%
|
1.1%
|
July 31, 2013
|
29.70
|
28.75
|
28.50
|
4.2%
|
0.9%
|
August 31, 2013
|
29.84
|
27.30
|
28.48
|
4.8%
|
-4.1%
|
September 30, 2013
|
28.97
|
26.32
|
27.44
|
5.6%
|
-4.1%
|
October 31, 2013
|
28.18
|
26.68
|
27.96
|
0.8%
|
-4.6%
|
November 30, 2013
|
27.43
|
26.25
|
28.16
|
-2.6%
|
-6.8%
|
December 31, 2013
|
27.35
|
25.41
|
28.00
|
-2.3%
|
-9.3%
|
January 31, 2014
|
27.45
|
26.27
|
28.29
|
-3.0%
|
-7.1%
|
February 28, 2014
|
26.46
|
27.63
|
28.19
|
-6.1%
|
-2.0%
|
March 31, 2014
|
28.48
|
25.85
|
27.84
|
2.3%
|
-7.1%
|
April 30, 2014
|
27.31
|
26.36
|
28.42
|
-3.9%
|
-7.2%
|
May 31, 2014
|
28.43
|
27.37
|
29.64
|
-4.1%
|
-7.7%
|
June 30, 2014
|
29.92
|
28.78
|
30.11
|
-0.6%
|
-4.4%
|
July 31, 2014
|
29.94
|
28.18
|
31.97
|
-6.3%
|
-11.9%
|
August 31, 2014
|
29.79
|
27.88
|
30.58
|
-2.6%
|
-8.8%
|
September 30, 2014
|
29.72
|
28.04
|
32.73
|
-9.2%
|
-14.3%
|
October 31, 2014
|
28.83
|
25.09
|
32.10
|
-10.2%
|
-21.8%
|
November 30, 2014
|
29.67
|
27.52
|
30.78
|
-3.6%
|
-10.6%
|
December 31, 2014
|
28.03
|
25.35
|
29.83
|
-6.0%
|
-15.0%
|
January 31, 2015
|
27.98
|
25.32
|
28.82
|
-2.9%
|
-12.1%
|
(1) | Based on high and low closing market price for the respective month. |
(2) | Based on the NAV calculated at the beginning of the respective month, which is calculated on the close of business on the last business day of the prior month. |
(3) | Calculated based on the market value and net asset value information presented in the table. Percentages are rounded. |
Title of Class
|
Amount Authorized
|
Amount Held by
the Company or
for its Account
|
Amount Outstanding
|
||||||||
Common Stock
|
100,000,000
|
0
|
47,000,211
|
||||||||
Notes:
|
|||||||||||
Series B
(1)
|
$
|
24,000,000
|
0
|
$
|
24,000,000
|
||||||
Series C
(2)
|
$
|
57,000,000
|
0
|
$
|
57,000,000
|
||||||
Series D
(3)
|
$
|
112,000,000
|
0
|
$
|
112,000,000
|
||||||
Series E
(4)
|
$
|
25,000,000
|
0
|
$
|
25,000,000
|
||||||
Series G
(5)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
||||||
Series H
(6)
|
$
|
45,000,000
|
0
|
$
|
45,000,000
|
||||||
Series I
(7)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
||||||
Series J
(8)
|
$
|
30,000,000
|
0
|
$
|
30,000,000
|
||||||
Series K
(9)
|
$
|
35,000,000
|
0
|
$
|
35,000,000
|
||||||
Preferred Stock:
|
|||||||||||
Series A
(10)
|
$
|
25,000,000
|
0
|
$
|
25,000,000
|
||||||
Series B
(11)
|
$
|
65,000,000
|
0
|
$
|
65,000,000
|
(1) | The Series B Notes mature on December 15, 2015 and bear a fixed interest rate of 3.14%. |
(2) | The Series C Notes mature on December 15, 2017 and bear a fixed interest rate of 3.73%. |
(3) | The Series D Notes mature on December 15, 2020 and bear a fixed interest rate of 4.29%. |
(4) | The Series E Notes mature on December 15, 2015 and bear a floating interest rate of 3-month LIBOR plus 1.70%. |
(5) | The Series G Notes mature on May 12, 2018 and bear a fixed interest rate of 4.35%. |
(6) | The Series H Notes mature on April 17, 2019 and bear a floating interest rate of 3-month LIBOR plus 1.35%. |
(7) | The Series I Notes mature on April 17, 2018 and bear a fixed interest rate of 2.77%. |
(8) | The Series J Notes mature on April 17, 2021 and bear a fixed interest rate of 3.72%. |
(9) | The Series K Notes mature on September 9, 2019 and bear a floating interest rate of 3-month LIBOR plus 1.30%. |
(10) | The Series A MRP Shares have a mandatory redemption date of December 15, 2015 and bear a fixed interest rate of 3.69%. |
(11) | The Series B MRP Shares have a mandatory redemption date of December 15, 2017 and bear a fixed interest rate of 4.33%. |
• Upstream: | the production of energy resources, including crude oil, natural gas and coal from proved reserves by companies with mature, developed and long-lived assets. |
• Midstream: | the transportation, gathering, processing and storing of natural gas, NGLs, crude oil, refined petroleum products and other resources in a form that is usable by wholesale power generation, utility, petrochemical, industrial and gasoline customers, including pipelines, gas processing plants, liquefied natural gas storage facilities and others. |
• Downstream: | the refining, marketing and distribution of refined energy sources, such as customer-ready natural gas, propane and gasoline, to end-user customers, and the generation, transmission and distribution of power and electricity. |
• | Pipeline MLPs . Pipeline MLPs are common carrier transporters of natural gas, NGLs (primarily propane, ethane, butane and natural gasoline), crude oil or refined petroleum products (gasoline, diesel fuel and jet fuel). Pipeline MLPs may also operate ancillary businesses such as storage and marketing of such products. Revenue is derived from capacity and transportation fees. Historically, pipeline output has been less exposed to cyclical economic forces due to its low cost structure and government-regulated nature. In addition, most pipeline MLPs have limited direct commodity price exposure because they do not own the product being shipped. |
• | Processing MLPs . Processing MLPs are gatherers and processors of natural gas as well as providers of transportation, fractionation and storage of NGLs. Revenue is derived from providing services to natural gas producers, which require treatment or processing before their natural gas commodity can be marketed to utilities and other end user markets. Revenue for the processor may be fee based or tied to the prices of the natural gas and NGL commodities. |
• | Propane MLPs . Propane MLPs are distributors of propane to homeowners for space and water heating. Revenue is derived from the resale of the commodity at a margin over wholesale cost. The ability to maintain margin is a key to profitability. Propane serves approximately 3% of the household energy needs in the United States, largely for homes beyond the geographic reach of natural gas distribution pipelines. Approximately 70% of annual cash flow is earned during the winter heating season (October through March). Accordingly, volumes are weather dependent, but have utility type functions similar to electricity and natural gas. |
• | Marine Shipping MLPs . Marine shipping MLPs are primarily marine transporters of natural gas, crude oil or refined petroleum products. Marine shipping MLPs derive revenue from charging customers for the transportation of these products utilizing the MLPs’ vessels. Transportation services are typically provided pursuant to a charter or contract, the terms of which vary depending on, for example, the length of use of a particular vessel, the amount of cargo transported, the number of voyages made, the parties operating a vessel or other factors. |
• | Exploration and Production MLPs . Exploration and production MLPs (“E&P”) produce energy resources, including natural gas and crude oil, from long-life basins throughout the United States. Revenue is generated by the sale of natural gas or crude oil, resulting in direct commodity price exposure. E&P MLPs reduce cash flow volatility associated with commodity prices by executing multi-year hedging strategies that fix the price of gas and oil produced. |
• | review of historical and prospective financial information; |
• | quarterly updates and conference calls; |
• | analysis of financial models and projections; |
• | meetings with management and key employees; |
• | on-site visits; and |
• | screening of relevant partnership and other key documents. |
• | Under normal circumstances, we invest at least 80% of our Total Assets in equity securities of MLPs in the energy infrastructure sector, with at least 50% of our Total Assets in equity securities of natural gas infrastructure MLPs. For purposes of these policies, we consider investments in MLPs to include investments in affiliates of MLPs. |
• | We may invest up to 50% of our Total Assets in restricted securities, primarily through direct investments in securities of listed companies. We will not invest in privately held companies. |
• | We will not invest more than 10% of our Total Assets in any single issuer. |
• | We will not engage in short sales. |
Common Units
(for MLPs Taxed as Partnerships)
(1)
|
Convertible Subordinated Units
(for MLPs Taxed as Partnerships)
|
I-Shares |
|||
Voting Rights
|
Limited to certain significant decisions; no annual election of directors
|
Same as common units
|
No direct MLP voting rights
|
||
Dividend Priority
|
First right to MQD specified in Partnership Agreement; arrearage rights
|
Second right to MQD; no arrearage rights; may be paid in additional units
|
Equal in amount and priority to common units but paid in additional I-Shares at current market value of I-Shares
|
||
Dividend Rate
|
Minimum set in Partnership Agreement; participate pro rata with subordinated after both MQDs are met
|
Equal in amount to common units; participate pro rata with common units above the MQD
|
Equal in amount to common units
|
||
Trading
|
Listed on NYSE, NYSE MKT LLC and NASDAQ National Market
|
Not publicly traded
|
Listed on NYSE
|
||
Federal Income Tax Treatment
|
Generally, ordinary income to the extent of taxable income allocated to holder; distributions are tax-deferred return of capital to extent of holder’s basis; remainder as capital gain
|
Same as common units
|
Full distribution treated as return of capital; since distribution is in shares, total basis is not reduced
|
||
Type of Investor
|
Retail; creates unrelated business taxable income for tax-exempt investor; investment by regulated investment companies limited to 25% of total assets
|
Same as common units
|
Retail and institutional; does not create unrelated business taxable income; qualifying income for regulated investment companies
|
||
Liquidity Priority
|
Intended to receive return of all capital first
|
Second right to return of capital; pro rata with common units thereafter
|
Same as common units (indirect right through I-Share issuer)
|
||
Conversion Rights
|
None
|
Typically one-to-one ratio into common units
|
None
|
(1) | Some energy infrastructure companies in which we may invest have been organized as LLCs. Such LLCs are treated in the same manner as MLPs for federal income tax purposes. Common units of LLCs have similar characteristics of those of MLP common units, except that LLC common units typically have voting rights with respect to the LLC, and LLC common units held by management are not entitled to increased percentages of cash distributions as increased levels of cash distributions are received by the LLC. The characteristics of LLCs and their common units are more fully discussed below. |
Management Fee
|
0.95
|
%
|
||
Other Expenses (excluding current and deferred income tax expenses)
|
0.06
|
%
|
||
Subtotal
|
1.01
|
%
|
||
Interest Payments on Borrowed Funds (includes issuance costs)
|
0.56
|
%
|
||
Distribution Payments on Preferred Stock (includes issuance costs)
|
0.17
|
%
|
||
Total Leverage Costs
|
0.73
|
%
|
||
Total Annual Expenses (excluding current and deferred income tax expenses)
|
1.74
|
%
|
Title of Security
|
Aggregate Principal
Amount/Liquidation
Preference
|
Remaining
Term of Rate
Period
|
Interest/Dividend Rate per Annum
|
|||||
Notes:
|
||||||||
Series B
|
$
|
24,000,000
|
1.0 year through
12/15/15
|
3.14%
|
||||
Series C
|
$
|
57,000,000
|
3.0 years through
12/15/17
|
3.73%
|
|
|||
Series D
|
$
|
112,000,000
|
6.0 years through
12/15/20
|
4.29%
|
|
|||
Series E
|
$
|
25,000,000
|
3 months
|
1.93%
|
|
|||
Series G
|
$
|
10,000,000
|
3.4 years through
5/12/18
|
4.35%
|
|
|||
Series H
|
$
|
45,000,000
|
3 months
|
1.58%
|
|
|||
Series I
|
$
|
10,000,000
|
3.4 years through
4/17/18
|
2.77%
|
|
|||
Series J
|
$
|
30,000,000
|
6.4 years through
4/17/21
|
3.72%
|
|
|||
Series K
|
$
|
35,000,000
|
3 months
|
1.53%
|
|
|||
Preferred Stock:
|
||||||||
Series A MRP Shares
|
$
|
25,000,000
|
1.0 year through
12/15/15
|
3.69%
|
|
|||
Series B MRP Shares
|
$
|
65,000,000
|
3.0 years through
12/15/17
|
4.33%
|
|
|||
Unsecured Revolving Credit Facility
|
$
|
68,900,000
|
1.28%
|
|
||||
$
|
506,900,000
|
Assumed Portfolio Return
(Net of Expenses) |
|||||||||
(10)%
|
(5)%
|
0%
|
5%
|
10%
|
|||||
Corresponding Common Share Return
|
(20.37)%
|
(11.68)%
|
(3.00)%
|
5.68%
|
14.36%
|
• | The profitability of MLPs, particularly processing and pipeline MLPs, may be materially impacted by the volume of natural gas or other energy commodities available for transporting, processing, storing or distributing. A significant decrease in the production of natural gas, oil or other energy commodities, due to a decline in production from existing facilities, import supply disruption, depressed commodity prices or otherwise, would reduce revenue and operating income of MLPs and, therefore, the ability of MLPs to make distributions to partners. |
• | Processing MLPs and propane MLPs may be directly affected by energy commodity prices. The volatility of commodity prices can indirectly affect certain other MLPs due to the impact of prices on the volume of commodities transported, processed, stored or distributed. Most pipeline MLPs have limited direct commodity price exposure because they do not own the underlying energy commodity. |
• | A sustained decline in demand for natural gas, crude oil, and refined petroleum products could adversely affect MLP revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. Demand may also be adversely impacted by consumer sentiment with respect to global warming and/or by any state or federal legislation intended to promote the use of alternative energy sources such as bio-fuels, solar and wind. |
• | Climate change regulation could result in increased operations and capital costs for certain companies in which we invest. Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the United States and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burning fossil fuels, which some scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain companies in which we invest to operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by companies in which we may invest. |
• | A portion of any one MLP’s assets may be dedicated to natural gas reserves and other commodities that naturally deplete over time, which could have a materially adverse impact on an MLP’s ability to make distributions. MLPs often depend upon exploration and development activities by third parties. |
• | MLPs employ a variety of means of increasing cash flow, including increasing utilization of existing facilities, expanding operations through new construction, expanding operations through acquisitions, or securing additional long-term contracts. Thus, some MLPs may be subject to construction risk, acquisition risk or other risk factors arising from their specific business strategies. A significant slowdown in large energy companies’ disposition of energy infrastructure assets and other merger and acquisition activity in the energy MLP industry could reduce the growth rate of cash flows that we receive from MLPs that grow through acquisitions. |
• | The profitability of MLPs could be adversely affected by changes in the regulatory environment. Companies in the energy infrastructure sector are subject to significant federal, state provincial and local government regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the financial performance of companies in the energy sector. |
• | Extreme weather patterns, such as hurricane Ivan in 2004 and hurricane Katrina in 2005, could result in significant volatility in the supply of energy and power and could adversely impact the value of the securities of companies in which we invest. This volatility may create fluctuations in commodity prices and earnings of companies in the energy infrastructure industry. |
• |
A rising interest rate environment could adversely impact the performance of MLPs. Rising interest rates could limit the capital appreciation of equity units of MLPs as a result of the increased availability of alternative investments at competitive yields with MLPs. Rising interest rates also may increase an MLP’s cost of capital. A higher cost of capital could limit growth from acquisition/expansion projects and limit MLP distribution growth rates.
|
• | Since the September 11, 2001 terrorist attacks, the U.S. Government has issued public warnings indicating that energy assets, specifically those related to pipeline infrastructure, production facilities and transmission and distribution facilities, might be specific targets of terrorist activity. The continued threat of terrorism and related military activity likely will increase volatility for prices in natural gas and oil and could affect the market for products of MLPs. |
• | MLPs face operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards. Environmental hazards include pipeline ruptures, gas leaks, oil spills, or discharges of toxic gases. If any of these operating risks occur, it could cause substantial losses to the given energy company. Substantial losses may be caused by injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations. In accordance with industry practice, companies in the energy infrastructure sector generally maintain insurance against some, but not all, of the risks described above, and this insurance may not be adequate to cover losses or liabilities. |
• | Pipeline MLPs are subject to demand for natural gas, crude oil or refined products in the markets served by the pipeline, sharp decreases in natural gas or crude oil prices that cause producers to curtail production or reduce capital spending for exploration activities, and environmental regulation. Demand for gasoline, which accounts for a substantial portion of refined product transportation, depends on price, prevailing economic conditions in the markets served, and demographic and seasonal factors. Pipeline MLP unit prices are primarily driven by distribution growth rates and prospects for distribution growth. Pipeline MLPs are subject to regulation by FERC with respect to tariff rates these companies may charge for pipeline transportation services. An adverse determination by FERC with respect to the tariff rates of a pipeline MLP could have a material adverse effect on the business, financial condition, results of operations and cash flows of that pipeline MLP and its ability to make cash distributions to its equity owners. The costs of natural gas pipeline MLPs to perform services may exceed the negotiated rates under “negotiated rate” contracts, which would decrease their cash flow available for distribution to their unitholders. Under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a “negotiated rate” which may be above or below the FERC regulated “recourse rate” for that service, and that contract must be filed and accepted by FERC. These “negotiated rate” contracts are not generally subject to adjustment for increased costs which could be produced by inflation, increases in cost of capital and taxes or other factors relating to the specific facilities being used to perform the services. Any shortfall of revenue, representing the difference between “recourse rates” (if higher) and negotiated rates, under current FERC policy is generally not recoverable from other shippers. In addition, substantially all natural gas pipeline revenues are generated under contracts which expire periodically and must be renegotiated and extended or replaced. If the new terms are not as favorable as the existing contracts, natural gas pipeline MLPs could suffer a material reduction in their revenues, earnings and cash flows. Certain MLPs regulated by the FERC have the right, but are not obligated, to redeem all of their common units held by an investor who is not subject to U.S. federal income taxation at market value, with the purchase price payable in cash or via a three-year interest-bearing promissory note. In the event any MLP in which we invest undertakes a redemption of their common units, the financial condition and results of operation of such MLP could be adversely impacted. |
• | Processing MLPs are subject to declines in production of natural gas fields, which utilize the processing facilities as a way to market the gas, prolonged depression in the price of natural gas, which curtails production due to lack of drilling activity and declines in the prices of NGL products and natural gas prices, resulting in lower processing margins. |
• | Propane MLPs are subject to earnings variability based upon weather patterns in the locations where the company operates and the wholesale cost of propane sold to end customers. Propane MLP unit prices are based on safety in distribution coverage ratios, interest rate environment and, to a lesser extent, distribution growth. |
• | Marine shipping MLPs are subject to the demand for, and the level of consumption of, natural gas, refined petroleum products or crude oil in the markets served by the marine shipping MLPs, which in turn could affect the demand for tank vessel capacity and charter rates. These MLPs’ vessels and their cargoes are also subject to the risks of being damaged or lost due to marine disasters, bad weather, mechanical failures, grounding, fire, explosions and collisions, human error, piracy, and war and terrorism. |
• | E&P MLPs are impacted by declines in the demand for and prices of natural gas, crude oil and refined petroleum products. Reductions in prices for natural gas and crude oil can cause a given reservoir to become uneconomic for continued production earlier than it would if prices were higher. The operating margins and cash flows of E&P MLPs may fluctuate widely in response to a variety of factors, including global and domestic economic conditions, weather conditions, natural disasters, the supply and price of imported energy commodities, political instability, conservation efforts and governmental regulation. The accuracy of any reserve estimate is a function of the quality of available data, the accuracy of assumptions regarding future commodity prices and costs, and engineering and geological interpretations and judgments. Due to natural declines in reserves and production, E&P MLPs must economically find or acquire and develop additional reserves in order to maintain and grow their revenues and distributions. |
• | Cash Flow Risk . We expect to derive substantially all of our cash flow from investments in equity securities of MLPs and their affiliates. The amount of cash that we will have available to pay or distribute to holders of our securities depends on the ability of the MLPs whose securities we hold to make distributions to their partners and the tax character of those distributions. We will not control the actions of underlying MLPs. The amount of cash that each individual MLP can distribute to its partners will depend on the amount of cash it generates from operations, which will vary from quarter to quarter depending on factors affecting the energy infrastructure market generally and on factors affecting the particular business lines of the MLP. Available cash will also depend on the MLPs’ level of operating costs (including incentive distributions to the general partner), level of capital expenditures, debt service requirements, acquisition costs (if any), fluctuations in working capital needs and other factors. |
• | Tax Risk of MLPs . Our ability to meet our investment objective will depend on the level of taxable income, dividends and distributions we receive from the MLPs and other securities of energy infrastructure companies in which we invest, a factor over which we have no control. The benefit that we derive from our investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. As a partnership, an MLP has no federal income tax liability at the entity level. If, as a result of a change in current law or a change in an MLP’s business, an MLP were treated as a corporation for federal income tax purposes, the MLP would be obligated to pay federal income tax on its taxable income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution would be reduced and the distributions we receive might be taxed entirely as dividend income. Therefore, treatment of one or more MLPs as a corporation for federal income tax purposes could affect our ability to meet our investment objective and would reduce the amount of cash available to pay or distribute to holders of our securities. |
• | Deferred Tax Risks of MLPs . As a limited partner in the MLPs in which we invest, we will be required to include in our taxable income a pro rata share of income, gains, losses and deductions from each MLP without regard to cash distributions from the MLP. Historically, a significant portion of income from such MLPs has been offset by tax deductions. We will incur a current tax liability on our share of that portion of an MLP’s income and gains that is not offset by tax deductions and losses. The percentage of an MLP’s income and gains which is offset by tax deductions and losses will fluctuate over time for various reasons. A significant slowdown in acquisition activity by MLPs held in our portfolio could result in a reduction of accelerated depreciation generated by new acquisitions, which may result in increased current income tax liability to us. |
We will accrue deferred income taxes for any future tax liability associated with that portion of MLP distributions considered to be a tax-deferred return of capital as well as capital appreciation of our investments. Upon the sale of an MLP security, we may be liable for previously deferred taxes. We will rely to some extent on information provided by the MLPs, which is not necessarily timely, to estimate deferred tax liability for purposes of financial statement reporting and determining our NAV. From time to time we will modify our estimates or assumptions regarding our deferred tax liability as new information becomes available.
|
· | The value for equity securities and equity-related securities is determined by using readily available market quotations from the principal market. For equity and equity-related securities that are freely tradable and listed on a securities exchange or over the counter market, value is determined using the last sale price on that exchange or over-the-counter market on the measurement date. If the security is listed on more than one exchange, we will use the price of the exchange that we consider to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If a security is traded on the measurement date, then the last reported sale price on the exchange or over-the-counter (“OTC”) market on which the security is principally traded, up to the time of valuation, is used. If there were no reported sales on the security’s principal exchange or OTC market on the measurement date, then the average between the last bid price and last asked price, as reported by the pricing service, shall be used. We will obtain direct written broker-dealer quotations if a security is not traded on an exchange or quotations are not available from an approved pricing service. Exchange-traded options will be valued at the mean of the best bid and best asked prices across all option exchanges. |
· | An equity security of a publicly traded company acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the security’s liquidity and value. Such securities that are convertible into publicly traded common shares or securities that may be sold pursuant to Rule 144 will generally be valued based on the value of the freely tradable common share counterpart less an applicable discount. Generally, the discount will initially be equal to the discount at which we purchased the securities. To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be determined for the discount. |
· | Fixed income securities (other than the short-term securities as described below) are valued by (i) using readily available market quotations based upon the last updated sale price or a market value from an approved pricing service generated by a pricing matrix based upon yield data for securities with similar characteristics or (ii) by obtaining a direct written broker-dealer quotation from a dealer who has made a market in the security. |
· | A fixed income security acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the security’s liquidity and value. Among the various factors that can affect the value of a privately placed security are (i) whether the issuing company has freely trading fixed income securities of the same maturity and interest rate (either through an initial public offering or otherwise); (ii) whether the company has an effective registration statement in place for the securities; and (iii) whether a market is made in the securities. The securities normally will be valued at amortized cost unless the portfolio company’s condition or other factors lead to a determination of value at a different amount. |
· | Short-term securities, including bonds, notes, debentures and other fixed income securities, and money market instruments such as certificates of deposit, commercial paper, bankers’ acceptances and obligations of domestic and foreign banks, with remaining maturities of 60 days or less, for which reliable market quotations are readily available are valued on an amortized cost basis. |
· | Other assets will be valued at market value pursuant to written valuation procedures adopted by our Board of Directors, or if a market value cannot be obtained or if our Adviser determines that the value of a security as so obtained does not represent value as of the measurement date (due to a significant development subsequent to the time its price is determined or otherwise), value shall be determined pursuant to the methodologies established by our Board of Directors. |
• | the form and title of the security; |
• | the aggregate liquidation preference of preferred stock; |
• | the distribution rate of the preferred stock; |
• | any optional or mandatory redemption provisions; |
• | any provisions concerning conversion, amortization, sinking funds, and/or retirement; |
• | any transfer agent, paying agents or security registrar; and |
• | any other terms of the preferred stock. |
• | the form and title of the security; |
• | the aggregate principal amount of the securities; |
• | the interest rate of the securities; |
• | the maturity dates on which the principal of the securities will be payable; |
• | any events of default or covenants; |
• | any optional or mandatory redemption provisions; |
•
|
any provisions concerning conversion, amortization, sinking funds, and/or retirement;
|
• | the trustees, transfer agent, paying agents or security registrar; and |
• | any other terms of the securities. |
• | default in the payment of any interest upon a series of debt securities when it becomes due and payable and the continuance of such default for 30 days; |
• | default in the payment of the principal of, or premium on, a series of debt securities at its stated maturity; |
• | default in the performance, or breach, of any covenant or warranty of ours in any document governing the Notes, and continuance of such default or breach for a period of 90 days after written notice has been given to us; |
• | certain voluntary or involuntary proceedings involving us and relating to bankruptcy, insolvency or other similar laws; |
• | if, on the last business day of each of twenty-four consecutive calendar months, the debt securities have a 1940 Act asset coverage of less than 100%; or |
• | any other “event of default” provided with respect to a series, including a default in the payment of any redemption price payable on the redemption date. |
•
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DTC notifies us that it is unwilling or unable to continue as a depository and we do not appoint a successor within 60 days;
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•
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we, at our option, notify the appropriate party in writing that we elect to cause the issuance of notes in definitive form; or
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•
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an event of default has occurred and is continuing.
|
•
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the names and addresses of any agents, underwriters or dealers;
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•
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any sales loads or other items constituting underwriters’ compensation;
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•
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any discounts, commissions, or fees allowed or paid to dealers or agents;
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•
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the public offering or purchase price of the offered securities and the net proceeds we will receive from the sale; provided, however, that we will not receive any of the proceeds from a sale of our common stock by any selling stockholder; and
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•
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any securities exchange on which the offered securities may be listed.
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•
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An overallotment in connection with an offering creates a short position in the common stock for the underwriter’s own account.
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•
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An underwriter may place a stabilizing bid to purchase the common stock for the purpose of pegging, fixing, or maintaining the price of the common stock.
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•
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Underwriters may engage in syndicate covering transactions to cover overallotments or to stabilize the price of the common stock by bidding for, and purchasing, the common stock or any other securities in the open market in order to reduce a short position created in connection with the offering.
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•
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The managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering when the common stock originally sold by the syndicate member is purchased in syndicate covering transactions or otherwise.
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• | a citizen or resident of the United States; |
• | a corporation, partnership or other entity created in or organized under the laws of the United States or any political subdivision thereof; |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust subject to the supervision of a court within the United States and the control of a United States person. |
•
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the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. stockholder in the United States; in these cases, the gain will be taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. holders (unless an applicable income tax treaty provides otherwise) and, under certain circumstances, the “branch profits tax” described above may also apply;
|
• | the Non-U.S. holder is an individual who holds our stock (or warrants or subscription rights, as applicable) as a capital asset, is present in the United States for more than 182 days in the taxable year of the disposition and meets other requirements (in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by U.S. source capital losses, generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. holder is not considered a resident alien under the Code); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our stock (or warrants or subscription rights, as applicable). |
Page
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Investment Limitations
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S-1
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Investment Objective and Principal Investment Strategies
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S-3
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Management of the Company
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S-11
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Portfolio Transactions
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S-25
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Net Asset Value
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S-26
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Certain Federal Income Tax Matters
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S-27
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Proxy Voting Policies
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S-37
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Independent Registered Public Accounting Firm
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S-37
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Administrator, Fund Accountant and Custodian
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S-37
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Additional Information
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S-38
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Financial Statements
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S-38
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Appendix A - Ratings of Investments
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A-1
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FORM OF PROSPECTUS SUPPLEMENT
(To prospectus dated __________, 201__)
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Per Share
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Total
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|||||||
Public offering price
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$
|
$
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||||||
Underwriting discount
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$
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$
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||||||
Proceeds, before offering expenses, to us
(1)
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$
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$
|
(1) | The aggregate offering expenses are estimated to be $_____________, all of which will be borne by us. |
S-1
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S-5
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S-6
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S-7
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S-8
|
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S-9
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S-9
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Prospectus Summary
|
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Summary of Company Expenses
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Financial Highlights
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|
Senior Securities
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Market and Net Asset Value Information
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The Company
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Use of Proceeds
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Investment Objective and Principal Investment Strategies
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Leverage
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Risk Factors
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Management of the Company
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Determination of Net Asset Value
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Automatic Dividend Reinvestment Plan
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Description of Securities
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Rating Agency Guidelines
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Certain Provisions in Our Charter and Bylaws
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Selling Stockholders
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Plan of Distribution
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Closed-End Company Structure
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Certain Federal Income Tax Matters
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Administrator, Custodian And Fund Accountant
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Legal Matters
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Available Information
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Table of Contents of The Statement of Additional Information
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Name
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Market Value
(in millions)
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Percentage of
Investment Securities
(1)
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1.
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||
2.
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3.
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||
4.
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||
5.
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||
6.
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||
7.
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||
8.
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||
9.
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||
10.
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||
Total
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(1) | Percent of investments and cash equivalents. |
Common stock offered by the Company
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___________ shares.
(1)
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Shares outstanding after the offering
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___________ shares.
(1)
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Use of proceeds
|
We estimate that our net proceeds from this offering after expenses without exercise of the overallotment option will be approximately $__________.
We intend to use the net proceeds of this offering to invest in energy infrastructure companies in accordance with our investment objective and policies or for working capital purposes. See “Use of Proceeds.”
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Risk factors
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See the section titled “Risk Factors” and other information included in the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
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New York Stock Exchange symbol
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“NTG”
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(1) | The number of shares offered and outstanding after the offering assumes the underwriters’ overallotment option is not exercised. If the overallotment option is exercised in full, we will issue and sell an additional ________ shares and have ______outstanding following the offering. |
Underwriting discount
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(as a percentage of offering price)
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____
%
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Offering expenses borne by us
|
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(as a percentage of offering price)
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____%
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Dividend reinvestment plan fees
(1)
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None
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(1) | Stockholders will pay a transaction fee plus brokerage charges if they direct the Plan Agent to sell common stock held in a dividend reinvestment account. See “Automatic Dividend Reinvestment Plan” in the accompanying prospectus. |
Example
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This example replaces the example as set forth on page ___ of the accompanying prospectus with respect to this offering.
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The following example illustrates the expenses that common stockholders would pay on a $1,000 investment in common stock assuming (1) an underwriting discount of ___% and offering expenses of ___% of the offering price; (2) total annual expenses of ____% of net assets attributable to shares of common stock; (3) a 5% annual return; and (4) all distributions are reinvested at net asset value:
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1 Year
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3 Years
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5 Years
|
10 Years
|
|||||||||
Total Expenses Paid by Common Stockholders
(1)
|
$____ | $____ | $____ | $____ |
(1) | Includes deferred income tax expense. |
FORM OF PROSPECTUS SUPPLEMENT
(To prospectus dated __________, 201__)
|
|
Per Share
|
Total
|
|||||||
Public offering price
|
$
|
$
|
||||||
Underwriting discount
|
$
|
$
|
||||||
Proceeds, before offering expenses, to us
(1)
|
$
|
$
|
(1) | The aggregate offering expenses are estimated to be $_____________, all of which will be borne by us. |
S-1
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S-5
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S-6
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S-7
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S-8
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S-12
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S-16
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S-17
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S-18
|
|
S-18
|
Prospectus Summary
|
Summary of Company Expenses
|
Financial Highlights
|
Senior Securities
|
Market and Net Asset Value Information
|
The Company
|
Use of Proceeds
|
Investment Objective and Principal Investment Strategies
|
Leverage
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Risk Factors
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Management of the Company
|
Determination of Net Asset Value
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Automatic Dividend Reinvestment Plan
|
Description of Securities
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Rating Agency Guidelines
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Certain Provisions in Our Charter and Bylaws
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Selling Stockholders
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Plan of Distribution
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Closed-End Company Structure
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Certain Federal Income Tax Matters
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Administrator, Custodian And Fund Accountant
|
Legal Matters
|
Available Information
|
Table of Contents of The Statement of Additional Information
|
Name
|
Market Value
(in millions)
|
Percentage of
Investment Securities
(1)
|
1.
|
||
2.
|
||
3.
|
||
4.
|
||
5.
|
||
6.
|
||
7.
|
||
8.
|
||
9.
|
||
10.
|
||
Total
|
(1)
|
Percent of investments and cash equivalents.
|
Securities Offered
|
$________aggregate principal amount of Series ___ Notes due 20___.
|
Offering Price
|
$_______.
|
Maturity
|
____________, 20___ .
|
Rating
|
“ ” from Fitch Ratings.
|
Interest Formula
|
The Series ___ Notes will bear interest at a [floating] rate equal to __________% per annum. [Interest rates on the Series ___ Notes will be reset [quarterly].]
|
Interest Payment Dates
|
[Quarterly], commencing on __________ , 201___ .
|
[Interest Reset Dates ]
|
[Quarterly], commencing on __________ , 201___ .]
|
Ranking
|
The Series ___ Notes will be unsecured obligations and will rank equally and ratably (pari passu) in right of payment with any of our existing or future unsecured debt. The Series ___ Notes will be senior to any preferred stock issued by us. As of _________, 201___ , we had total indebtedness outstanding of $_____ million.
|
[Optional Prepayment of the Notes]
|
[We may, at our option, prepay at any time all or any part of the Series ___ Notes at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment and a prepayment premium equal to ___% of the principal amount so repaid.]
|
Prepayment of the Notes Prior to Maturity at Par
|
We may, within __ days prior to the final maturity date, at our option, prepay all or any part of the Series ___ Notes at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment.
|
Special Optional Prepayment During Extended 10-Day Period
|
In the event we are not in compliance with either (a) the covenant to satisfy the rating agency Basic Maintenance Test or (b) the covenant to maintain 1940 Act asset coverage ratios, we have a 30-day period to cure such default. Such 30-day period can be extended 10 days if, prior to the end of the 30-day period, we give notice of a prepayment of such principal amount of Series ___ Notes and any of our other senior securities representing indebtedness sufficient to cure such default at 100% of the principal amount so prepaid, together with interest thereon to the date of repayment, and a prepayment premium equal to ___% of the principal amount so repaid.
|
In the event that we make a prepayment during such extended 10-day period, the principal amount of the Series ___ Notes and other senior securities to be prepaid shall be allocated among all of the Series ___ Notes and other senior securities at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. Further, the amount of the Series ___ Notes and the other senior securities to be prepaid shall at no time exceed an amount necessary for us to be in pro forma compliance with the rating agency Basic Maintenance Test and the 1940 Act asset coverage ratios pro forma for such prepayment.
|
Certain Covenants
|
The Series ___ Notes will be issued under an indenture containing covenants requiring us to:
|
|
|
|
• have asset coverage ratios at or above minimums required by the 1940 Act; and
|
|
|
|
• maintain a current rating by an NRSRO.
|
|
|
|
Such indenture will also contain covenants limiting our ability to:
|
|
|
|
• engage in transactions with affiliates;
|
|
|
|
• consolidate, merge or transfer all or substantially all of our assets;
|
|
|
|
• declare or pay dividends on, redeem or repurchase our capital stock, under certain circumstances;
|
|
|
|
• create or designate subsidiaries; and
|
|
|
|
• create certain liens or incur additional debt secured by liens.
|
These covenants are subject to a number of important limitations and exceptions. See “Description of the Series ___ Notes—Selected Indenture Covenants.”
|
|
Use of Proceeds
|
The net proceeds from the sale of the Series ___ Notes will be used to invest in energy infrastructure companies in accordance with our investment objective and policies or for working capital purposes.
|
• | default in the payment of any interest upon a series of debt securities when it becomes due and payable and the continuance of such default for 5 business days; |
• | default in the payment of the principal of, or premium on, a series of debt securities whether at its stated maturity or at a date fixed for prepayment or by declaration or otherwise; |
• | default in the performance, or breach, of certain financial covenants, including financial tests incorporated from other agreements evidencing indebtedness pursuant to the terms of the Series ___Notes, and covenants concerning the rating of the Series ___Notes, timely notification of the holders of the Series ___Notes of events of default, the incurrence of secured debt and the payment of dividends and other distributions and the making of redemptions on our capital stock, and continuance of any such default or breach for a period of 30 days; provided, however, in the case of our failure to maintain asset coverage or satisfy the basic maintenance test, such 30-day period will be extended by 10 days if we give the holders of the Series ___Notes notice of a prepayment of Series ___Notes in an amount necessary to cure such failure; |
• | default in the performance, or breach, of any covenant (other than those covenants described above) of ours under the terms of the Series ___Notes, and continuance of such default or breach for a period of 30 days after the earlier of (1) a responsible officer obtaining actual knowledge of such default and (2) our receipt of written notice of such default from any holder of such Series ___Notes; |
• | certain voluntary or involuntary proceedings involving us and relating to bankruptcy, insolvency or other similar laws; |
• | Tortoise Capital Advisors, L.L.C. or one of its affiliates is no longer our investment adviser; |
• | if, on the last business day of each of twenty-four consecutive calendar months, the debt securities have a 1940 Act asset coverage of less than 100%; |
• | other defaults with respect to Borrowings in an aggregate principal amount of at least $5 million, including payment defaults and any other default that would cause (or permit the holders of such Borrowings to declare) such Borrowings to be due prior to stated maturity; |
• | if our representations and warranties or any representations and warranties of our officers made in connection with transaction relating to the issuance of the Series ___Notes prove to have been materially false or incorrect when made; or |
• | other certain “events of default” provided with respect to the Series ___Notes that are typical for Borrowings of this type. |
• | the amount of cash and the fair market value of other property received (other than amounts received in respect of accrued but unpaid interest) in exchange therefor and |
• | the holder’s adjusted tax basis in such Note. |
• | the Non-U.S. Holder does not directly, indirectly or constructively own 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote within the meaning of Section 871(h)(3) of the Code, |
• | the Non-U.S. Holder is not a controlled foreign corporation that is related to us through stock ownership within the meaning of the Code, and |
• | the Non-U.S. Holder is not a bank whose receipt of interest on a Note is described in section 881(c)(3)(A) of the Code, |
• | the beneficial owner of the Note certifies to us or our paying agent, under penalties of perjury, that it is not a U.S. Holder and provides its name and address on an Internal Revenue Service Form W-8BEN, or a suitable substitute form, or |
• | a securities clearing organization, bank or other financial institution that holds the Notes on behalf of such Non-U.S. Holder in the ordinary course of its trade or business certifies to us or our paying agent, under penalties of perjury, that it has received such an Internal Revenue Service Form W-8BEN or suitable substitute from the beneficial owner or from a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof. |
• | Internal Revenue Service Form W-8BEN, or successor form, claiming an exemption from or reduction in the rate of withholding under the benefit of an applicable income tax treaty, or |
• | Internal Revenue Service Form W-8ECI, or successor form, stating that interest paid on the Note is not subject to withholding tax because it is effectively connected with the beneficial owner’s conduct of a trade or business in the U.S. |
• | that gain is effectively connected with the conduct of a trade or business within the U.S. by the Non-U.S. Holder, and, if a tax treaty applies, attributable to a U.S. permanent establishment maintained by such Non-U.S. Holder, or |
• | in the case of gains derived by an individual, such individual is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met. |
• | a foreign person that derives 50% or more of its gross income from all sources in specified periods from activities that are effectively connected with the conduct of a trade or business in the U.S., |
• | a “controlled foreign corporation” (a foreign corporation controlled by certain U.S. shareholders), or |
• | a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons, as defined in the applicable Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or if at any time during its taxable year, such foreign partnership is engaged in a trade or business in the U.S. |
FORM OF PROSPECTUS SUPPLEMENT
(To prospectus dated __________, 201__)
|
|
Per Share
|
Total
|
|||||||
Public offering price
|
$
|
$
|
||||||
Underwriting discount
|
$
|
$
|
||||||
Proceeds, before offering expenses, to us
(1)
|
$
|
$
|
(1) | The aggregate offering expenses are estimated to be $_____________, all of which will be borne by us. |
|
S-1
|
|
S-5
|
|
S-6
|
|
S-7
|
|
S-8
|
|
S-8
|
|
S-8
|
|
S-14
|
|
S-16
|
|
S-17
|
|
S-18
|
|
S-18
|
Prospectus Summary
|
|
Summary of Company Expenses
|
|
Financial Highlights
|
|
Senior Securities
|
|
Market and Net Asset Value Information
|
|
The Company
|
|
Use of Proceeds
|
|
Investment Objective and Principal Investment Strategies
|
|
Leverage
|
|
Risk Factors
|
|
Management of the Company
|
|
Determination of Net Asset Value
|
|
Automatic Dividend Reinvestment Plan
|
|
Description of Securities
|
|
Rating Agency Guidelines
|
|
Certain Provisions in Our Charter and Bylaws
|
|
Selling Stockholders
|
|
Plan of Distribution
|
|
Closed-End Company Structure
|
|
Certain Federal Income Tax Matters
|
|
Administrator, Custodian And Fund Accountant
|
|
Legal Matters
|
|
Available Information
|
|
Table of Contents of The Statement of Additional Information
|
Name
|
Market Value
(in millions)
|
Percentage of
Investment Securities
(1)
|
1.
|
||
2.
|
||
3.
|
||
4.
|
||
5.
|
||
6.
|
||
7.
|
||
8.
|
||
9.
|
||
10.
|
||
Total
|
(1)
|
Percent of investments and cash equivalents.
|
MRP Shares Offered
|
______ MRP Shares, $____ liquidation preference per share ($________ aggregate liquidation preference) (or _________ MRP Shares ($____ aggregate liquidation preference) if the underwriters exercise their over-allotment option in full).
|
Dividend Rate
|
MRP Shares will pay a monthly cash dividend at a rate of ___% per annum. The dividend rate is subject to adjustment (but will not in any event be lower than __%) in certain circumstances. See “Description of Mandatory Redeemable Preferred Shares—Dividends and Dividend Periods—Fixed Dividend Rate,” “Description of Mandatory Redeemable Preferred Shares—Dividends and Dividend Periods—Adjustment to Fixed Dividend Rate—Ratings” and “Description of Mandatory Redeemable Preferred Shares—Dividends and Dividend Periods—Default Rate—Default Period.”
|
Dividend Payments
|
The holders of MRP Shares will be entitled to receive cash dividends when, as and if, authorized by the Board of Directors and declared by us, out of funds legally available therefore. Dividends on the MRP Shares will be payable monthly. The initial dividend period for the MRP Shares will commence on _________, 201__ (the “Original Issue Date”) and end on _______, 201__ (the “Initial Dividend Period”). Each subsequent dividend period will be a calendar month (or the portion thereof occurring prior to the redemption of such MRP Shares) (each dividend period a “Dividend Period”). Dividends will be paid on the first Business Day of the month next following the last day of a Dividend Period and upon redemption of the MRP Shares (each payment date a “Dividend Payment Date”). Dividends with respect to any monthly Dividend Period will be declared and paid to holders of record of the MRP Shares as their names appear on our books and records at the close of business on the 15th day of such monthly Dividend Period (or if such day is not a Business Day, the next preceding Business Day). See “Description of Mandatory Redeemable Preferred Shares — Dividends and Dividend Periods.”
|
Redemption
|
We are required to redeem the MRP Shares on _______, 20__. We may redeem the MRP shares at any time following the Initial Dividend Period, although this optional redemption is limited during the first ___ year[s] the MRP Shares are outstanding as described under “Description of Mandatory Redeemable Preferred Shares - Redemption - Optional Redemption.” In addition, the MRP Shares are subject to mandatory redemption by us in certain circumstances. See “Description of Mandatory Redeemable Preferred Shares—Redemption.”
|
Use of Proceeds
|
We estimate that our net proceeds from this offering, after deducting underwriting discounts and commissions and other offering expenses payable by us, will be approximately $__ million (or $___ million if the underwriters exercise the over‑allotment option in full).
|
Value of Company assets less all liabilities
and indebtedness not represented by senior securities
|
=
|
$
|
=
|
___%
|
Senior securities representing indebtedness, plus the
aggregate liquidation preference of Tortoise Preferred Shares
|
$
|
Rating
|
Enhanced Dividend Amount
|
· | if the optional redemption occurs after ________, 201__ and on or prior to _______, 201__, $0.___ per share; |
· | if the optional redemption occurs after _________, 201__ and on or prior to ________, 20__, $0.___ per share; or |
· | if the optional redemption occurs after _________, 201__ and prior to the Term Redemption Date, $0.00 per share. |
|
Page
|
|
S-1
|
|
S-3
|
|
S-11
|
|
S-25
|
|
S-26
|
|
S-27
|
|
S-37
|
|
S-37
|
|
S-37
|
|
S-38
|
|
S-38
|
|
A-1
|
(1) | issue senior securities, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder; |
(2) | borrow money, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder; |
(3) | make loans, except by the purchase of debt obligations, by entering into repurchase agreements or through the lending of portfolio securities and as otherwise permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder; |
(4) | concentrate (invest 25% or more of Total Assets) our investments in any particular industry, except that we will concentrate our assets in the group of industries constituting the energy sector; |
(5) | underwrite securities issued by others, except to the extent that we may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), in the disposition of restricted securities held in our portfolio; |
(6) | purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except that we may invest in securities or other instruments backed by real estate or securities of companies that invest in real estate or interests therein; and |
(7) | purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except that we may purchase or sell options and futures contracts or invest in securities or other instruments backed by physical commodities. |
(1) | Under normal circumstances, we invest at least 80% of our Total Assets in equity securities of MLPs in the energy infrastructure sector, with at least 50% of our Total Assets in equity securities of natural gas infrastructure MLPs. For purposes of these policies, we consider investments in MLPs to include investments in affiliates of MLPs. |
(2) | We may invest up to 50% of our Total Assets in restricted securities, primarily through direct investments in securities of listed companies. We will not invest in privately-held companies. |
(3) | We will not invest more than 10% of our Total Assets in any single issuer. |
(4) | We will not engage in short sales. |
NAME AND AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
||||
Independent
Directors
|
||||||||
Conrad S. Ciccotello
(Born 1960)
|
Class I director;
Director since 2010
|
Associate Professor of Risk Management and Insurance, Robinson College of Business, Georgia State University (faculty member since 1999); Director of Personal Financial Planning Program; Investment Consultant to the University System of Georgia for its defined contribution retirement plan; Formerly Faculty Member, Pennsylvania State University (1997-1999); Published a number of academic and professional journal articles on investment company performance and structure, with a focus on MLPs.
|
5
|
CorEnergy Infrastructure Trust, Inc.
|
||||
Rand C. Berney
(Born 1955)
|
Class II director;
Director since January 1, 2014
|
Executive-in-Residence and Professor for Professional Financial Planning Course and Professional Ethics Course, College of Business Administration, Kansas State University since 2012; Formerly Senior Vice President of Corporate Shared Services of ConocoPhillips from 2009 to 2012, Vice President and Controller of ConocoPhillips from 2002 to 2009, and Vice President and Controller of Phillips Petroleum Company from 1997 to 2002; Member of the Oklahoma Society of CPAs, the Financial Executive Institute, American Institute of Certified Public Accountants, the Institute of Internal Auditors and the Institute of Management Accountants.
|
5
|
None
|
NAME AND AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
||||
Charles E. Health
(Born 1942)
|
Class II director;
Director since 2010
|
Retired in 1999, Formerly Chief Investment Officer, GE Capital’s Employers Reinsurance Corporation (1989-1999). Chartered Financial Analyst (“CFA”) designation since 1974.
|
5
|
CorEnergy Infrastructure Trust, Inc.
|
||||
Alexandra Herger
(Born 1957)
|
Class III director;
Director since January 1, 2015
|
Retired in 2014; Previously interim vice president of exploration for Marathon Oil in 2014 prior to her retirement; director of international exploration and new ventures for Marathon Oil from 2008 to 2014; Held various positions with Shell Exploration and Production Co. between 2002 and 2008; Member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists, the Houston Geological Society and the Southeast Asia Petroleum Exploration Society; Member of the 2010 Leadership Texas/Foundation for Women’s Resources since 2010; Director of Panoro Energy ASA, an international independent oil and gas company listed on the Oslo Stock Exchange.
|
5
|
None
|
||||
Interested Directors and
Officers(2)
|
||||||||
H. Kevin Birzer
(Born 1959)
|
Class III Director; Director and Chairman of the Board since 2010
|
Chief Executive Officer of the Adviser; Managing Director of the Adviser and member of the Investment Committee of the Adviser since 2002; Member, Fountain Capital Management, LLC (“Fountain Capital”), a registered investment adviser, (1990-May 2009); Director and Chairman of the Board of each of TYG, TPZ, TTP and NDP since its inception; of each of TYY and TYN from its inception until its merger into TYG effective June 23, 2014, and of Tortoise Capital Resources Corporation (“TTO”), which changed its name to CorEnergy Infrastructure Trust, Inc. on December 3, 2012 (“CORR”), from its inception through November 2011. CFA designation since 1988.
|
5
|
None
|
NAME AND AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
||||
Terry C. Matlack
(Born 1956)
|
Class I Director; Chief Executive Officer from 2010 to June 30, 2015; Director since November 12, 2012
|
Managing Director of the Adviser and member of the Investment Committee of the Adviser since 2002; Director of each of TYG, TYY, TYN, TPZ and TTO from its inception to September 15, 2009; Director of each of TYG, TPZ, TTP and NDP since November 12, 2012 and of each of TYY and TYN from November 12, 2012 until its merger into TYG effective June 23, 2014; Chief Executive Officer of each of TYG and TPZ from May 2011 to June 30, 2015, of each of TTP and NDP from its inception to June 30, 2015 and of each of TYY and TYN from May 2011 until its merger into TYG effective June 23, 2014; Chief Financial Officer of each of TYY, TYN and TPZ from its inception to May 2011, and of TTO from its inception to June 2012. CFA designation since 1985.
|
5
|
Epiq Systems, Inc. (until June 2012)
|
NAME AND AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
||||
P. Bradley Adams
(Born 1960)
|
Chief Executive Officer since June 30, 2015; Chief Financial Officer from 2010 to June 30, 2015
|
Managing Director of the Adviser since January 2013; Director of Financial Operations of the Adviser from 2005 to January 2013; Chief Executive Officer of each of TYG, TPZ, TTP and NDP since June 30, 2015; Chief Financial Officer of each of TYG and TPZ from May 2011 to June 30, 2015, and of each of TTP and NDP from its inception to June 30, 2015 and of each of TYY and TYN from May 2011 to June 23, 2014; Assistant Treasurer of each of TYG, TYY, and TYN from 2005 to May 2011, of TPZ from its inception to May 2011, and of TTO from its inception to June 2012.
|
N/A
|
None
|
||||
Matthew G.P. Sallee
(Born 1978)
|
President since June 30, 2015
|
Research Analyst of the Adviser from 2005 to 2009; Investment Analyst of the Adviser from 2009 to June 2012; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Portfolio Manager of the Adviser since July 2013; Managing Director of the Adviser since January 2014; Member of the Investment Committee of the Adviser and President of TYG since June 30, 2015. CFA designation since 2009.
|
N/A
|
None
|
||||
Brent W. Behrens
(Born 1979)
|
Principal Financial Officer and Treasurer since June 30, 2015; Assistant Treasurer from May 2013 to June 30, 2015.
|
Director of Financial Operations of the Adviser since January 2013; Senior Financial Operations Analyst of the Adviser from 2008 to January 2013 and Financial Operations Analyst from 2005 to 2008; Principal Financial Officer and Treasurer of each of TYG, TPZ, TTP and NDP since June 30, 2015; Assistant Treasurer of each of TYG, TPZ, TTP and NDP from May 2013 to June 30, 2015. CFA designation since 2014.
|
N/A
|
None
|
NAME AND AGE
|
POSITION(S)
HELD WITH
COMPANY,
TERM OF
OFFICE AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION
DURING PAST FIVE
YEARS
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR(1)
|
OTHER PUBLIC
COMPANY
DIRECTORSHIPS
HELD DURING
PAST FIVE YEARS
|
||||
Nicholas S. Holmes
(Born 1985)
|
Vice President since June 30, 2015
|
Investment Analyst of the Adviser since January 2015; Research Analyst of the Adviser from January 2012 through December 2014 and Assistant Research Analyst from January 2010 through December 2011; Vice President of TYG since June 30, 2015. CFA designation since 2013.
|
N/A
|
None
|
||||
Shobana Gopal
(Born 1962)
|
Vice President since June 30, 2015
|
Director, Tax of the Adviser since January 2013; Tax Analyst of the Adviser from September 2006 through December 2012; Vice President of each of TYG, TPZ, TTP and NDP since June 30, 2015.
|
N/A
|
None
|
||||
Diane Bono
(Born 1958)
|
Chief Compliance Officer since inception; Secretary since May 2013
|
Chief Compliance Officer of the Adviser since June 2006; Director of Compliance of the Adviser from September 2005 to June 2006; Chief Compliance Officer of TYG since June 2006 and of each of TPZ, TTP and NDP since its inception; Secretary of each of TYG, TPZ, TTP and NDP since May 2013.
|
N/A
|
None
|
(1) | This number includes us, TYG, TPZ, TTP and NDP. Our Adviser also serves as the investment adviser to TYG, TPZ, TTP, and NDP. |
(2) | As a result of their respective positions held with our Adviser or its affiliates, these individuals are considered “interested persons” of ours within the meaning of the 1940 Act. |
Name and Position With
the Company
|
Aggregate
Compensation From
|
Aggregate Compensation From
the Company and Fund Complex
|
||||||||
Independent Directors
|
||||||||||
Conrad S. Ciccotello
|
$
|
50,000
|
$
|
218,000
|
1 |
|
||||
Rand C. Berney
|
$
|
48,000
|
$
|
208,500
|
2 |
|
||||
Charles E. Heath
|
$
|
49,000
|
$
|
215,500
|
3 |
|
||||
Alexandra Herger**
|
$
|
0
|
$
|
0
|
||||||
Interested Directors
|
||||||||||
H. Kevin Birzer
|
$
|
0
|
$
|
0
|
||||||
Terry C. Matlack
|
$
|
0
|
$
|
0
|
Name of Director
|
Aggregate Dollar Range of
Company Securities
|
Aggregate Dollar Range of
Equity Securities in all
|
||
Independent Directors
|
||||
Conrad S. Ciccotello
|
$10,001-$50,000
|
Over $100,000
|
||
Rand C. Berney
|
$10,001-$50,000
|
$50,001-$100,000
|
||
Charles E. Heath
|
$50,001-$100,000
|
Over $100,000
|
||
Alexandra Herger **
|
None
|
None
|
||
Interested Directors
|
||||
H. Kevin Birzer
|
Over $100,000
|
Over $100,000
|
||
Terry C. Matlack
|
Over $100,000
|
Over $100,000
|
* | Includes the Company, TYG, TPZ, TTP and NDP. |
** | Ms. Herger became a director of the Company effective January 1, 2015. |
Name and Address
|
Shares Held
|
Percentage of
Outstanding
Shares
|
|||
Morgan Stanley Smith Barney LLC
|
10,945,754
|
23.29%
|
|||
2000 Westchester Avenue
|
|||||
Purchase, NY 10577-2530
|
|||||
Merrill Lynch Safekeeping
|
5,554,817
|
11.82%
|
|||
4 Corporate Place
|
|||||
Piscataway, NJ 08854
|
|||||
UBS Financial Services Inc.
1200 Harbor Boulevard
Weehawken, NJ 07086
|
4,325,934
|
9.20%
|
|||
The Bank of New York Mellon
One Wall Street
New York, NY 10286
|
3,921,263
|
8.34%
|
|||
First Trust Portfolios, L.P.*
First Trust Advisors, L.P.*
The Charger Corporation*
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
3,404,971
|
7.29%
|
|||
First Clearing, LLC
Riverfront Plaza (West Tower)
901 East Byrd Street
Richmond, VA 23219
|
3,348,010
|
7.12%
|
|||
National Financial Services LLC
200 Liberty Street
New York, NY 10281
|
2,732,538
|
5.81%
|
|||
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
|
2,721,198
|
5.79%
|
|||
Fiduciary Trust Company of Boston
175 Federal Street
Boston, MA 02110
|
2,584,938
|
5.50%
|
Name and Address
|
Shares Held
|
Percent of Outstanding Shares
|
Massachusetts Mutual Life Insurance Co.
1295 State Street
Springfield, Massachusetts 01111
|
3,000,000
|
83.3%
|
United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, Nebraska 68175-1011
|
400,000
|
11.1%
|
Phoenix Life Insurance Company
One American Row
Hartford, CT 06102
|
200,000
|
5.6%
|
Name of Manager
|
Number of
Accounts
|
Total Assets of
Accounts
|
Number of
Accounts
Paying a
Performance Fee
|
Total Assets of
Accounts Paying
a Performance Fee
|
H. Kevin Birzer
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
987
|
$6,787,382,716
|
0
|
—
|
Zachary A. Hamel
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
987
|
$6,787,382,716
|
0
|
—
|
Kenneth P. Malvey
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
987
|
$6,787,382,716
|
0
|
—
|
Terry Matlack
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
987
|
$6,787,382,716
|
0
|
—
|
Brian A. Kessens
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
7
|
$6,787,382,716
|
0
|
—
|
James R. Mick
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
987
|
$6,787,382,716
|
0
|
—
|
Matthew G.P. Sallee
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
987
|
$6,787,382,716
|
0
|
—
|
Robert J. Thummel, Jr.
|
||||
Registered investment companies
|
10
|
$8,411,275,744
|
0
|
—
|
Other pooled investment vehicles
|
12
|
$252,920,743
|
1
|
$11,771,288
|
Other accounts
|
987
|
$6,787,382,716
|
0
|
—
|
Name of Manager
|
Aggregate Dollar Range of Company
Securities Beneficially Owned by
|
|||
H. Kevin Birzer
|
Over $100,000
|
|||
Zachary A. Hamel
|
Over $100,000
|
|||
Kenneth P. Malvey
|
$50,001 - $100,000
|
|||
Terry C. Matlack
|
Over $100,000
|
|||
Brian A. Kessens
|
None
|
|||
James R. Mick
|
None
|
|||
Matthew G.P. Sallee
|
$1 - $10,000
|
|||
Robert J. Thummel, Jr.
|
$10,001 - $50,000
|
● | The value for equity securities and equity-related securities is determined by using readily available market quotations from the principal market. For equity and equity-related securities that are freely tradable and listed on a securities exchange or over the counter market, value is determined using the last sale price on that exchange or over-the-counter market on the measurement date. If the security is listed on more than one exchange, we will use the price of the exchange that we consider to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If a security is traded on the measurement date, then the last reported sale price on the exchange or over‑the-counter (“OTC”) market on which the security is principally traded, up to the time of valuation, is used. If there were no reported sales on the security’s principal exchange or OTC market on the measurement date, then the average between the last bid price and last asked price, as reported by the pricing service, shall be used. We will obtain direct written broker-dealer quotations if a security is not traded on an exchange or quotations are not available from an approved pricing service. Exchange-traded options will be valued at the mean of the best bid and best asked prices across all option exchanges. |
● | An equity security of a publicly traded company acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the security’s liquidity and value. Such securities that are convertible into publicly traded common shares or securities that may be sold pursuant to Rule 144 will generally be valued based on the value of the freely tradable common share counterpart less an applicable discount. Generally, the discount will initially be equal to the discount at which we purchased the securities. To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be determined for the discount. |
● | Fixed income securities (other than the short-term securities as described below) are valued by (i) using readily available market quotations based upon the last updated sale price or a market value from an approved pricing service generated by a pricing matrix based upon yield data for securities with similar characteristics or (ii) by obtaining a direct written broker-dealer quotation from a dealer who has made a market in the security. |
● | A fixed income security acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the security’s liquidity and value. Among the various factors that can affect the value of a privately placed security are (i) whether the issuing company has freely trading fixed income securities of the same maturity and interest rate (either through an initial public offering or otherwise); (ii) whether the company has an effective registration statement in place for the securities; and (iii) whether a market is made in the securities. The securities normally will be valued at amortized cost unless the portfolio company’s condition or other factors lead to a determination of value at a different amount. |
● | Short-term securities, including bonds, notes, debentures and other fixed income securities, and money market instruments such as certificates of deposit, commercial paper, bankers’ acceptances and obligations of domestic and foreign banks, with remaining maturities of 60 days or less, for which reliable market quotations are readily available are valued on an amortized cost basis. |
● | Other assets will be valued at market value pursuant to written valuation procedures adopted by our Board of Directors, or if a market value cannot be obtained or if our Adviser determines that the value of a security as so obtained does not represent value as of the measurement date (due to a significant development subsequent to the time its price is determined or otherwise), value shall be determined pursuant to the methodologies established by our Board of Directors. |
• |
a citizen or resident of the United States;
|
• | a corporation, partnership or other entity created in or organized under the laws of the United States or any political subdivision thereof; |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust subject to the supervision of a court within the United States and the control of a United States person. |
•
|
the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. stockholder in the United States; in these cases, the gain will be taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. holders (unless an applicable income tax treaty provides otherwise) and, under certain circumstances, the “branch profits tax” described above may also apply;
|
•
|
the Non-U.S. holder is an individual who holds our stock (or warrants or subscription rights, as applicable) as a capital asset, is present in the United States for more than 182 days in the taxable year of the disposition and meets other requirements (in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by U.S. source capital losses, generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. holder is not considered a resident alien under the Code); or
|
•
|
we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our stock (or warrants or subscription rights, as applicable).
|
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
c. | Fitch Ratings otherwise believes a condition of 'RD' or 'D' to be imminent or inevitable, including through the formal announcement of a distressed debt exchange. |
a.
|
the selective payment default on a specific class or currency of debt;
|
b.
|
the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
|
c.
|
the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or
|
d.
|
execution of a distressed debt exchange on one or more material financial obligations.
|
Item 25. | Financial Statements and Exhibits |
Exhibit
No.
|
Description of Document
|
|
a.1.
|
Articles of Amendment and Restatement
1
|
|
a.2.
|
Articles Supplementary relating to Mandatory Redeemable Preferred shares
3
|
|
Amended and Restated Bylaws
*
|
||
c.
|
Inapplicable
|
|
d.1.
|
Form of Stock Certificate
1
|
|
d.2.
|
Form of Preferred Stock Certificate
3
|
|
d.3.
|
Form of Fixed Rate Note
3
|
|
d.4.
|
Form of Floating Rate Note
3
|
|
e.
|
Dividend Reinvestment Plan
1
|
|
f.
|
Inapplicable
|
|
g.1.
|
Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. dated June 18, 2010
3
|
|
g.2.
|
Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. dated July 27, 2010
2
|
|
g.3.
|
Fee Waiver Agreement with Tortoise Capital Advisors, L.L.C. dated July 27, 2012
6
|
|
h.
|
Controlled Equity Offering Sales Agreement
5
|
|
i.
|
Inapplicable
|
|
j.
|
Form of Custody Agreement
1
|
|
k.1.
|
Form of Transfer Agency and Service Agreement
1
|
|
k.2.
|
Form of Administration Servicing Agreement
1
|
|
k.3.
|
Form of Fund Accounting Services Agreement
1
|
|
Amended and Restated Credit Agreement dated June 15, 2015*
|
k.5.
|
Master Note Purchase Agreement dated October 7, 2010
3
|
|
k.6.
|
Securities Purchase Agreement dated October 7, 2010
3
|
|
k.7.
|
Note Purchase Agreement dated May 12, 2011
3
|
|
k.8.
|
Note Purchase Agreement dated April 17, 2014
9
|
|
k.9.
|
Note Purchase Agreement dated September 9, 2014
9
|
|
l.1.
|
Opinion of Venable LLP with respect to issuances of common stock, preferred stock and debt securities
4
|
|
l.2. |
Opinion of Venable LLP with respect to issuances of common stock pursuant to controlled Equity Offering Sales Agreement
7
|
|
m.
|
Inapplicable
|
|
n.
|
Consent of Independent Registered Public Accounting Firm
*
|
|
o.
|
Inapplicable
|
|
p.
|
Subscription Agreement dated May 3, 2010
1
|
|
q.
|
Inapplicable
|
|
r.1.
|
Code of Ethics of the Registrant
9
|
|
r.2.
|
Code of Ethics of Tortoise Capital Advisors, L.L.C.
9
|
|
s.1
|
Power of Attorney
8
|
|
s.2.
|
Power of Attorney
9
|
*
|
Filed herewith.
|
(1) | Incorporated by reference to Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2, filed June 28, 2010 (File Nos. 333-166278 and 811-22409). |
(2) | Incorporated by reference to Amendment No. 9 to the Registrant’s Registration Statement on Form N-2, filed July 28, 2010 (File Nos. 333-166278 and 811-22409). |
(3) | Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed August 3, 2011 (File Nos. 333-176010 and 811-22409). |
(4) | Incorporated by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed June 11, 2012 (File Nos. 333-176010 and 811-22409). |
(5) | Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed July 27, 2012 (File Nos. 333-176010 and 811-22409). |
(6) | Incorporated by reference to Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed October 26, 2012 (File Nos. 333-176010 and 811-22409). |
(7) | Incorporated by reference to Post-Effective Amendment No. 5 to Registrant’s Registration Statement on Form N-2 filed on April 19, 2013 (File Nos. 333-176010 and 811-22409). |
(8) | Incorporated by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2 filed on March 19, 2014 (File Nos. 333-176010 and 811-22409). |
(9) | Incorporated by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2 filed on April 29, 2015 (File Nos. 333-176010 and 811-22409). |
Item 26. | Marketing Arrangements |
Item 27. | Other Expenses and Distribution |
Securities and Exchange Commission fees
|
$
|
40,670
|
||
Directors’ fees and expenses
|
$
|
6,500
|
||
Accounting fees and expenses
|
$
|
139,000
|
||
Legal fees and expenses
|
$
|
115,000
|
||
Printing expenses
|
$
|
108,000
|
||
NYSE listing fees
|
$
|
80,000
|
||
Rating Agency fees
|
$
|
35,000
|
||
FINRA fees
|
$
|
10,000
|
||
Miscellaneous
|
$
|
25,000
|
||
Total
|
$
|
559,170
|
*
|
*
|
These expenses will be borne by the Fund unless otherwise specified in a prospectus supplement.
|
Item 28. | Persons Controlled by or Under Common Control |
Item 29. | Number of Holders of Securities |
Title of Class
|
Number of
Record
Holders
|
|||
Common Stock ($0.001 par value)
|
9
|
|||
Preferred Stock (Liquidation Preference $25.00 per share)
|
3
|
|||
Debt ($348,000,000 aggregate principal amount)
|
22
|
Item 30. | Indemnification |
Item 31. | Business and Other Connections of Investment Advisor |
Item 32. | Location of Accounts and Records |
Item 33. | Management Services |
Item 34. | Undertakings |
Tortoise MLP Fund, Inc. | ||
By:
|
/s/ P. Bradley Adams
|
|
P. Bradley Adams
|
||
Chief Executive Officer
|
Name
|
Title
|
Date
|
||
/s/ Brent Behrens
|
Principal Financial Officer
|
August 3, 2015
|
||
Brent Behrens
|
(Principal Financial and Accounting Officer)
|
|||
/s/ P. Bradley Adams
|
Chief Executive Officer
|
August 3, 2015
|
||
P. Bradley Adams
|
(Principal Executive Officer)
|
|||
/s/ Rand C. Berney
|
Director
|
August 3, 2015
|
||
Rand C. Berney*
|
||||
/s/ H. Kevin Birzer
|
Director
|
August 3, 2015
|
||
H. Kevin Birzer*
|
||||
/s/ Conrad S. Ciccotello
|
Director
|
August 3, 2015
|
||
Conrad S. Ciccotello*
|
||||
/s/ Charles E. Heath
|
Director
|
August 3, 2015
|
||
Charles E. Heath*
|
||||
/s/ Alexandra Herger
|
Director
|
August 3, 2015
|
||
Alexandra Herger**
|
||||
/s/ Terry C. Matlack
|
Director
|
August 3, 2015
|
||
Terry C. Matlack*
|
b. | Amended and Restated Bylaws |
k.4. |
Amended and Restated Credit Agreement dated June 15, 2015
|
n. | Consent of Ernst & Young LLP |
|
|
Section
|
Page
|
|
ARTICLE I.
|
DEFINITIONS AND ACCOUNTING TERMS
|
1
|
1.01
|
Defined Terms
|
1
|
1.02
|
Other Interpretive Provisions
|
18
|
1.03
|
Accounting Terms
|
19
|
1.04
|
Rounding
|
19
|
1.05
|
Times of Day; Rates
|
19
|
ARTICLE II.
|
the COMMITMENTS and Credit Extensions
|
20
|
2.01
|
Loans
|
20
|
2.02
|
Borrowings
|
20
|
2.03
|
Prepayments
|
21
|
2.04
|
Termination or Reduction of Commitments
|
21
|
2.05
|
Repayment of Loans
|
21
|
2.06
|
Interest
|
21
|
2.07
|
Fees
|
22
|
2.08
|
Computation of Interest and Fees
|
23
|
2.09
|
Evidence of Debt
|
23
|
2.10
|
Payments Generally; Administrative Agent’s Clawback
|
23
|
2.11
|
Sharing of Payments by Lenders
|
26
|
2.12
|
Increase in Commitments
|
26
|
2.13
|
Defaulting Lenders.
|
27
|
ARTICLE III.
|
TAXES, YIELD PROTECTION AND ILLEGALITY
|
28
|
3.01
|
Taxes
|
28
|
3.02
|
Illegality
|
33
|
3.03
|
Increased Costs
|
34
|
3.04
|
Mitigation Obligations; Replacement of Lenders
|
35
|
3.05
|
Survival
|
36
|
ARTICLE IV.
|
CONDITIONS PRECEDENT TO Credit Extensions
|
36
|
4.01
|
Conditions of Initial Credit Extension
|
36
|
4.02
|
Conditions to all Credit Extensions
|
38
|
ARTICLE V.
|
REPRESENTATIONS AND WARRANTIES
|
38
|
5.01
|
Existence, Qualification and Power
|
38
|
5.02
|
Authorization; No Contravention
|
38
|
5.03
|
Governmental Authorization; Other Consents
|
39
|
5.04
|
Binding Effect
|
39
|
5.05
|
Financial Statements; No Material Adverse Effect
|
39
|
5.06
|
Litigation
|
39
|
5.07
|
No Default
|
40
|
5.08
|
Ownership of Property; Liens
|
40
|
5.09
|
Environmental Compliance
|
40
|
5.10
|
Insurance
|
40
|
5.11
|
Taxes
|
40
|
5.12
|
ERISA Compliance
|
40
|
5.13
|
Subsidiaries; Equity Interests
|
41
|
5.14
|
Margin Regulations; Investment Company Act
|
41
|
5.15
|
Disclosure
|
41
|
5.16
|
Compliance with Laws
|
42
|
5.17
|
Taxpayer Identification Number
|
42
|
5.18
|
OFAC
|
42
|
5.19
|
Anti-Corruption Laws
|
42
|
ARTICLE VI.
|
AFFIRMATIVE COVENANTS
|
42
|
6.01
|
Financial Statements
|
42
|
6.02
|
Certificates; Other Information
|
43
|
6.03
|
Notices
|
45
|
6.04
|
Payment of Obligations
|
46
|
6.05
|
Preservation of Existence, Etc
|
46
|
6.06
|
Maintenance of Properties
|
46
|
6.07
|
Maintenance of Insurance
|
46
|
6.08
|
Compliance with Laws
|
46
|
6.09
|
Books and Records
|
47
|
6.10
|
Inspection Rights
|
47
|
6.11
|
Use of Proceeds
|
47
|
6.12
|
Protection of Acceptable Assets
|
47
|
6.13
|
Securities Account
|
47
|
6.14
|
Daily Securities Account Information
|
48
|
6.15
|
Credit Rating
|
48
|
6.16
|
Asset Coverage Compliance
|
48
|
6.17
|
Anti-Corruption Laws
|
48
|
ARTICLE VII.
|
NEGATIVE COVENANTS
|
48
|
7.01
|
Liens
|
48
|
7.02
|
Investments
|
50
|
7.03
|
Indebtedness
|
50
|
7.04
|
Fundamental Changes
|
50
|
7.05
|
Dispositions
|
50
|
7.06
|
Restricted Payments
|
51
|
7.07
|
Change in Nature of Business
|
51
|
7.08
|
Transactions with Affiliates
|
51
|
7.09
|
Amount Invested in Single MLP
|
51
|
7.10
|
Securities Intermediary
|
51
|
7.11
|
Sanctions
|
51
|
7.12
|
Anti-Corruption Laws
|
51
|
ARTICLE VIII.
|
EVENTS OF DEFAULT AND REMEDIES
|
51
|
8.01
|
Events of Default
|
53
|
8.02
|
Remedies Upon Event of Default
|
54
|
8.03
|
Application of Funds
|
54
|
ARTICLE IX.
|
ADMINISTRATIVE AGENT
|
54
|
9.01
|
Appointment and Authority
|
55
|
9.02
|
Rights as a Lender
|
55
|
9.03
|
Exculpatory Provisions
|
56
|
9.04
|
Reliance by Administrative Agent
|
56
|
9.05
|
Delegation of Duties
|
57
|
9.06
|
Resignation of Administrative Agent
|
58
|
9.07
|
Non-Reliance on Administrative Agent and Other Lenders
|
58
|
9.08
|
No Other Duties, Etc
|
58
|
9.09
|
Administrative Agent May File Proofs of Claim
|
59
|
ARTICLE X.
|
MISCELLANEOUS
|
59
|
10.01
|
Amendments, Etc
|
59
|
10.02
|
Notices; Effectiveness; Electronic Communication
|
60
|
10.03
|
No Waiver; Cumulative Remedies; Enforcement
|
62
|
10.04
|
Expenses; Indemnity; Damage Waiver
|
63
|
10.05
|
Payments Set Aside
|
65
|
10.06
|
Successors and Assigns
|
65
|
10.07
|
Treatment of Certain Information; Confidentiality
|
69
|
10.08
|
Right of Setoff
|
70
|
10.09
|
Interest Rate Limitation
|
71
|
10.10
|
Counterparts; Integration; Effectiveness
|
71
|
10.11
|
Survival of Representations and Warranties
|
71
|
10.12
|
Severability
|
72
|
10.13
|
Replacement of Lenders
|
72
|
10.14
|
Governing Law; Jurisdiction; Etc
|
73
|
10.15
|
Waiver of Jury Trial
|
74
|
10.16
|
No Advisory or Fiduciary Responsibility
|
74
|
10.17
|
Electronic Execution of Assignments and Certain Other Documents
|
75
|
10.18
|
USA PATRIOT Act
|
75
|
10.19
|
Amendment and Restatement
|
75
|
10.20
|
Time of the Essence
|
75
|
SIGNATURES
|
S-1
|
SCHEDULES
|
|
2.01
|
Commitments and Applicable Percentages
|
5.05
|
Supplement to Interim Financial Statements
|
10.02
|
Administrative Agent’s Office; Certain Addresses for Notices
|
EXHIBITS
|
|
A
|
Loan Notice
|
B
|
Form of Note
|
C
|
Compliance Certificate
|
D
|
Borrowing Base Certificate
|
E
|
Assignment and Assumption
|
H
|
Tax Compliance Certificates
|
TORTOISE MLP FUND, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
BANK OF AMERICA, N.A.,
as
|
|||
Administrative Agent
|
|||
By:
|
|||
Name:
|
|||
Title:
|
BANK OF AMERICA, N.A.,
as a Lender
|
|||
By:
|
|||
Name:
|
|||
Title:
|
THE BANK OF NOVA SCOTIA
, as a Lender
|
|||
By:
|
|||
Name:
|
|||
Title:
|
U.S. BANK, N.A.
, as a Lender
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Lender
|
Commitment
|
Applicable
Percentage
|
Bank of America, N.A.
|
$50,000,000.00
|
42.735042735%
|
The Bank of Nova Scotia
|
$31,000,000.00
|
26.495726496%
|
U.S. Bank, National Association
|
$36,000,000.00
|
30.769230769%
|
Total:
|
$117,000,000.00
|
100.000000000%
|
To: | Bank of America, N.A., as Administrative Agent |
TORTOISE MLP FUND, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
TORTOISE MLP FUND, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Date
|
Type of
Loan Made
|
Amount of
Loan Made
|
End of
Interest
Period
|
Amount of
Principal or
Interest
Paid This
Date
|
Outstanding Principal
Balance
This Date
|
Notation
Made By
|
||||||
To: | Bank of America, N.A., as Administrative Agent |
TORTOISE MLP FUND, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
To: | Bank of America, N.A., as Administrative Agent |
TORTOISE MLP FUND, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
1.
|
Aggregate Commitments
|
$117,000,000
|
||
2.
|
Acceptable Assets (excluding Acceptable Restricted Securities):
|
$__________
|
||
3.
|
33 1/3% of Acceptable Assets (excluding Acceptable Restricted Securities):
|
$__________
|
||
4.
|
Senior Securities Representing Indebtedness (other than the Loans):
|
$__________
|
||
5.
|
Initial Borrowing Base (Line 3
minus
Line 4)
|
$__________
|
||
6.
|
Maximum Acceptable Restricted Securities
|
$5,000,000
|
||
7.
|
10% of Initial Borrowing Base
|
$__________
|
||
8.
|
Actual Acceptable Restricted Securities
|
$__________
|
||
9.
|
33 1/3% of Actual Acceptable Restricted Securities
|
$__________
|
||
10.
|
Acceptable Restricted Securities included in Borrowing Base (the lesser of Lines 6, 7 and 9):
|
$__________
|
||
11.
|
Total Borrowing Base (Line 5
plus
Line 10)
|
$__________
|
||
12.
|
Total Outstanding
|
$__________
|
||
13.
|
Available Commitments ((a) the lesser of Line 1 or Line 11,
minus
(b) Line 12)
|
$__________
|
1. | Assignor[s] : | ______________________________ |
2. | Assignee[s] : | ______________________________ |
3. | Borrower(s) : | ______________________________ |
4. | Administrative Agent : Bank of America, N.A., as the administrative agent under the Credit Agreement |
5. | Credit Agreement : | Amended and Restated Credit Agreement, dated as of June 15, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, among TORTOISE MLP FUND, INC., a Maryland corporation, each lender from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent. |
6.
|
Assigned Interest[s]
:
|
[7.
|
Trade Date
:
__________________]
9
|
|
ASSIGNOR[S]
|
|
|
|
[NAME OF ASSIGNOR]
|
|
|
|
|
|
|
|
By:
|
|
|
[NAME OF ASSIGNOR]
|
|||
By:
|
|||
Title: | |||
ASSIGNEE[S]
|
|||
[NAME OF ASSIGNEE]
|
|||
By: | |||
Title: | |||
[NAME OF ASSIGNEE] | |||
By: | |||
Title: |
Consented to and Accepted:
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., as
|
|
|
|
Administrative Agent
|
|
|
|
|
|
|
|
By: | |||
Title: | |||
[Consented to:]
10
|
|||
By: | |||
Title: |
[NAME OF LENDER]
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
[NAME OF PARTICIPANT]
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
[NAME OF PARTICIPANT]
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
[NAME OF LENDER]
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
|