UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number |
811-22405 |
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ClearBridge Energy MLP Fund Inc. |
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(Exact name of registrant as specified in charter) |
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55 Water Street, New York, NY |
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10041 |
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(Address of principal executive offices) |
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(Zip code) |
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Robert I. Frenkel, Esq. Legg Mason & Co., LLC 100 First Stamford Place Stamford, CT 06902 |
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(Name and address of agent for service) |
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Registrants telephone number, including area code: |
(888)777-0102 |
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Date of fiscal year end: |
November 30 |
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Date of reporting period: |
August 31, 2010 |
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ITEM 1. SCHEDULE OF INVESTMENTS
CLEARBRIDGE ENERGY MLP FUND INC.
FORM N-Q
AUGUST 31, 2010
CLEARBRIDGE ENERGY MLP FUND INC.
Schedule of investments (unaudited) |
August 31, 2010 |
SECURITY |
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SHARES |
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VALUE |
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MASTER LIMITED PARTNERSHIPS 95.2% |
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Crude/Refined Products Pipelines 28.8% |
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Buckeye Partners LP |
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554,940 |
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$ |
33,884,636 |
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Enbridge Energy Partners LP |
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530,730 |
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28,526,738 |
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Holly Energy Partners LP |
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362,396 |
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18,119,800 |
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Kinder Morgan Energy Partners LP |
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1,680,547 |
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112,613,454 |
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Magellan Midstream Partners LP |
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2,032,294 |
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98,484,967 |
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NuStar Energy LP |
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601,685 |
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34,290,028 |
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NuStar GP Holdings LLC |
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1,114,635 |
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33,026,635 |
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Plains All American Pipeline LP |
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773,740 |
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46,455,350 |
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Sunoco Logistics Partners LP |
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534,794 |
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39,601,496 |
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Total Crude/Refined Products Pipelines |
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445,003,104 |
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Exploration & Production 9.0% |
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Linn Energy LLC |
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4,857,801 |
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138,544,485 |
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Global Infrastructure 1.7% |
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Brookfield Infrastructure Partners LP |
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1,493,682 |
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25,571,836 |
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Natural Gas Gathering/Processing 15.6% |
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Chesapeake Midstream Partners LP |
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3,700,000 |
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87,135,000 |
*(a) |
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Copano Energy LLC |
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1,050,000 |
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26,376,000 |
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DCP Midstream Partners LP |
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347,433 |
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11,034,472 |
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Exterran Partners LP |
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104,674 |
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2,445,185 |
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MarkWest Energy Partners LP |
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914,890 |
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30,484,135 |
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Quicksilver Gas Services LP |
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384,167 |
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8,904,991 |
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Regency Energy Partners LP |
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1,366,549 |
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32,496,535 |
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Targa Resources Partners LP |
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1,243,960 |
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31,459,748 |
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Western Gas Partners LP |
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429,910 |
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10,352,233 |
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Total Natural Gas Gathering/Processing |
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240,688,299 |
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Natural Gas/Natural Gas Liquids Pipelines 33.4% |
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Boardwalk Pipeline Partners LP |
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1,243,960 |
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38,015,418 |
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Duncan Energy Partners LP |
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247,852 |
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6,875,414 |
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El Paso Pipeline Partners LP |
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990,880 |
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31,024,453 |
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Energy Transfer Equity LP |
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2,395,780 |
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83,253,355 |
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Energy Transfer Partners LP |
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1,988,880 |
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90,871,927 |
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Enterprise GP Holdings LP |
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1,600 |
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77,376 |
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Enterprise Products Partners LP |
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4,341,510 |
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160,505,625 |
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ONEOK Partners LP |
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650,700 |
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44,768,160 |
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TC Pipelines LP |
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468,210 |
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20,343,724 |
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Williams Partners LP |
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971,354 |
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40,903,717 |
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Total Natural Gas/Natural Gas Liquids Pipelines |
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516,639,169 |
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Propane Distribution 2.7% |
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Inergy Holdings LP |
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4,050 |
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110,889 |
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Inergy LP |
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1,106,830 |
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41,218,349 |
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Total Propane Distribution |
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41,329,238 |
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Shipping 4.0% |
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Teekay LNG Partners LP |
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1,905,735 |
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62,603,395 |
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TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost $1,457,635,768) |
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1,470,379,526 |
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RATE |
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MATURITY |
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FACE |
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SHORT-TERM INVESTMENT 4.8% |
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Repurchase Agreement 4.8% |
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State Street Bank & Trust Co. repurchase agreement, dated 8/31/10; Proceeds at maturity - $74,887,021; (Fully collateralized by U.S. government obligations, 2.500% due 4/30/15; Market value - $76,389,180) (Cost - $74,887,000) |
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0.010% |
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9/1/10 |
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$ |
74,887,000 |
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74,887,000 |
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TOTAL INVESTMENTS 100.0% (Cost $1,532,522,768#) |
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$ |
1,545,266,526 |
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All or a portion of these securities are pledged as collateral pursuant to a loan agreement. |
* |
Non-income producing security. |
(a) |
In this instance, as defined in the Investment Company Act of 1940, an Affiliated Company represents fund ownership of at least 5% of the outstanding voting securities of an issuer. At August 31, 2010, the total market value of Affiliated companies was $87,135,000, and the cost was $81,585,996. |
# |
Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Schedule of Investments.
Notes to Schedule of Investments (unaudited)
1. Organization and Significant Accounting Policies
ClearBridge Energy MLP Fund Inc. (the Fund) was incorporated in Maryland and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Funds primary investment objective is to provide a high level of total return with an emphasis on cash distributions.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (GAAP).
(a) Investment Valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service, which are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities at fair value as determined in accordance with procedures approved by the Funds Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
The Fund has adopted Financial Accounting Standards Board Codification Topic 820 (ASC Topic 820). ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Funds investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.
· Level 1quoted prices in active markets for identical investments
· Level 2other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
· Level 3significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of the security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
The following is a summary of the inputs used in valuing the Funds assets carried at fair value:
DESCRIPTION |
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QUOTED PRICES |
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OTHER |
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SIGNIFICANT |
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TOTAL |
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Master limited partnerships |
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$ |
1,470,379,526 |
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$ |
1,470,379,526 |
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Short-term investment |
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$ |
74,887,000 |
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74,887,000 |
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Total investments |
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$ |
1,470,379,526 |
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$ |
74,887,000 |
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$ |
1,545,266,526 |
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See Schedule of Investments for additional detailed categorizations.
(b) Repurchase Agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Funds holding period. When entering into repurchase agreements, it is the Funds policy that its custodian or a third party custodian, acting on the Funds behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked to
Notes to Schedule of Investments (unaudited) (continued)
market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Master Limited Partnerships. Entities commonly referred to as MLPs are generally organized under state law as limited partnerships or limited liability companies. The Fund intends to primarily invest in MLPs receiving partnership taxation treatment under the Code, and whose interests or units are traded on securities exchanges like shares of corporate stock. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its gross income from qualifying sources such as interest, dividends, real estate rents, gain from the sale or disposition of real property, income and gain from mineral or natural resources activities, income and gain from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the MLP. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The MLPs themselves generally do not pay U.S. federal income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sectors.
(d) Security Transactions. Security transactions are accounted for on a trade date basis.
2. Investments
At August 31, 2010, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
Gross unrealized appreciation |
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$ |
29,986,939 |
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Gross unrealized depreciation |
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(17,243,181 |
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Net unrealized appreciation |
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$ |
12,743,758 |
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3. Derivative Instruments and Hedging Activities
Financial Accounting Standards Board Codification Topic 815 requires enhanced disclosure about an entitys derivative and hedging activities.
During the period ended August 31, 2010, the Fund did not invest in any derivative instruments.
ITEM 2. CONTROLS AND PROCEDURES.
(a) The registrants principal executive officer and principal financial officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the 1940 Act)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrants last fiscal quarter that have materially affected, or are likely to materially affect the registrants internal control over financial reporting.
ITEM 3. EXHIBITS.
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ClearBridge Energy MLP Fund Inc.
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/s/ R. Jay Gerken |
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R. Jay Gerken |
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Chief Executive Officer |
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Date: October 25, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By |
/s/ R. Jay Gerken |
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R. Jay Gerken |
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Chief Executive Officer |
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Date: October 25, 2010
By |
/s/ Kaprel Ozsolak |
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Kaprel Ozsolak |
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Chief Financial Officer |
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Date: October 25, 2010