As filed with the Securities and Exchange Commission on June 22, 2010
Securities Act Registration No. 333-166021
Investment Company Registration No. 811-22405
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 3
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 3
ClearBridge Energy MLP Fund Inc.
(Exact Name of Registrant as Specified in Charter)
55 Water Street
New York, New York 10041
(Address of Principal Executive Offices)
(888) 777-0102
(Registrant’s Telephone Number, Including Area Code)
R. Jay Gerken
Legg Mason & Co., LLC
620 Eighth Avenue, 49th Floor
New York, New York 10018
(Name and Address of Agent for Service)
Copies to:
| Sarah E. Cogan, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 |
Robert I. Frenkel, Esq. Legg Mason & Co., LLC 300 First Stamford Place Stamford, CT 06902 |
David Wohl, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ¨
It is proposed that this filing will become effective (check appropriate box) ¨ when declared effective pursuant to section 8(c)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
| Title of Securities Being Registered | Amount Being Registered |
Proposed Maximum Offering Price per Unit(1) |
Proposed Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.001 par value |
50,000 shares | $20.00 | $1,000,000(1) | $71.30(2) | ||||
| (1) | Estimated solely for purpose of calculating the registration fee. |
| (2) | Previously paid. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 of ClearBridge Energy MLP Fund Inc. is being filed solely for the purpose of filing certain exhibits.
PART C
OTHER INFORMATION
Item 25. Financial Statements and Exhibits
| (1) | Financial Statements | |||
| Part A | None | |||
| Part B | Financial Statements(3) | |||
| (2) | Exhibits | |||
| (a) | Articles of Incorporation, dated March 31, 2010(1) | |||
| (a) | By-Laws(1) | |||
| (c) | Not Applicable | |||
| (d) | Articles V and VIII of Registrant’s Articles of Incorporation are incorporated herein by reference. | |||
| (e) | Form of Dividend Reinvestment Plan(4) | |||
| (f) | Not Applicable | |||
| (g) (1) | Form of Management Agreement(4) | |||
| (g) (2) | Form of Subadvisory Agreement(4) | |||
| (h) (1) | Form of Underwriting Agreement(4) | |||
| (h) (2) | Form of Master Agreement Among Underwriters(4) | |||
| (h) (3) | Form of Master Selected Dealer Agreement(4) | |||
| (h) (4) | Form of Structuring Fee Agreement with Citigroup Global Markets Inc.(4) | |||
| (h) (5) | Form of Marketing and Structuring Fee Agreement with Morgan Stanley & Co. Incorporated(4) | |||
| (h) (6) | Form of Additional Compensation Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated(4) | |||
| (h) (7) | Form of Structuring Fee Agreement between with Ameriprise Financial Services, Inc. (4) | |||
| (i) | Not Applicable | |||
| (j) | Custodian Services Agreement with State Street Bank and Trust Company(4) | |||
| (k) | Transfer Agency and Services Agreement with American Stock Transfer & Trust Company LLC(4) | |||
| (l) (1) | Opinion and Consent of Simpson Thacher & Bartlett LLP(4) | |||
| (l) (2) | Opinion and Consent of DLA Piper US LLP(4) | |||
| (m) | Not Applicable | |||
| (n) | Consent of Independent Registered Public Accounting Firm(3) | |||
| (o) | Not Applicable | |||
| (p) | Subscription Agreement(4) | |||
| (q) | Not Applicable | |||
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| (r) (1) |
Code of Ethics of the Fund and LMPFA(4) | |||
| (r) (2) |
Code of Ethics of ClearBridge(4) | |||
| (s) |
Powers of Attorney(2) | |||
| (1) | Filed on April 13, 2010 with Registrant’s Registration Statement on Form N-2 (File No. 333-166021 and 811-22405) and incorporated by reference herein. |
| (2) | Filed on May 20, 2010 with Registrant’s Registration Statement on Form N-2 (File Nos. 333-166021 and 811-22405) and incorporated by reference herein. |
| (3) | Filed on May 25, 2010 with Registrant’s Registration Statement on Form N-2 (File Nos. 333-166021 and 811-22405) and incorporated by reference herein. |
| (4) | Filed herewith. |
Item 26. Marketing Arrangements
See the Form of Underwriting Agreement, the Form of Master Agreement Among Underwriters, the Form of Standard Dealer Agreement, Form of Structuring Fee Agreement with Citigroup Global Markets Inc., Form of Marketing and Structuring Fee Agreement with Morgan Stanley & Co. Incorporated, Form of Additional Compensation Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Form of Structuring Fee Agreement with Ameriprise Financial Services, Inc. filed as Exhibit (h)(1), Exhibit (h)(2), Exhibit (h)(3), Exhibit (h)(4), Exhibit (h)(5), Exhibit (h)(6) and Exhibit (h)(7), respectively, to this Registration Statement.
Item 27. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration Statement:
| SEC registration fees |
$ | * | |
| Listing fees |
* | ||
| Financial Industry Regulatory Authority fees |
* | ||
| Printing and engraving expenses |
* | ||
| Accounting fees and expenses |
* | ||
| Legal fees and expenses |
* | ||
| Total |
$ | * | |
Item 28. Persons Controlled by or Under Common Control with Registrant
None.
Item 29. Number of Holders of Securities
| Title of Class |
Number of Record Holders | |
| Common Stock, par value $0.001 per share |
1 |
Item 30. Indemnification
Sections 1-3 of Article VII of the Registrant’s Articles of Incorporation, filed as Exhibit (a) to this Registration Statement, provide that:
To the maximum extent permitted by Maryland statutory or decisional law, as amended or interpreted, no current or former director or officer of the Registrant shall have any liability to the Registrant or its stockholders for money damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Registrant whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.
The Registrant shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by Maryland law. The Registrant shall indemnify and
C-2
advance expenses to its officers to the same extent as its directors and may do so to such further extent as is consistent with law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such By-Laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. This indemnification applies to events occurring at the time a person serves as a director or officer of the Registrant whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.
No provision of the Registrant’s Articles of Incorporation shall be effective to protect or purport to protect any director or officer of the Registrant against any liability to the Registrant or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Section 10 of the Form of Underwriting Agreement filed as Exhibit (h)(1) to this Registration Statement provides for each of the parties thereto, including the Registrant and the underwriters, to indemnify the others, their directors, officers, agents, affiliates and persons who control them against certain liabilities in connection with the offering described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Adviser
The descriptions of LMPFA and ClearBridge under the caption “Management of the Fund” in the Prospectus and Statement of Additional Information of this registration statement are incorporated by reference herein. Information as to the directors and officers of LMPFA and ClearBridge, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of LMPFA and ClearBridge in the last two years, is included in their respective applications for registration as an investment adviser on Form ADV (File Nos. 801-66785, 801-64710, respectively) filed under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.
Item 32. Location of Accounts and Records
The accounts and records of the Registrant are maintained at the office of the Registrant at 55 Water Street, New York, New York 10041.
Item 33. Management Services
Not applicable.
Item 34. Undertakings
(1) Registrant undertakes to suspend the offering of shares until the prospectus is amended, if subsequent to the effective date of this registration statement, its net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement or its net asset value increases to an amount greater than its net proceeds as stated in the prospectus.
(2) Not applicable.
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(3) Not applicable.
(4) Not applicable.
(5) Registrant undertakes that, for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant Rule 497(h) shall be deemed to be a part of the Registration Statement as of the time it was declared effective.
Registrant undertakes that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information.
C-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 22nd day of June 2010.
| CLEARBRIDGE ENERGY MLP FUND INC. | ||
| By: | /s/ R. Jay Gerken | |
| Chairman, Chief Executive Officer and President | ||
Pursuant to the requirements of the 1933 Act, this Amendment to this Registration Statement has been signed by the following person in the capacity and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ R. Jay Gerken R. Jay Gerken |
Chairman, Chief Executive Officer, President and Director (Principal Executive Officer) |
June 22, 2010 | ||
| /s/ Kaprel Ozsolak Kaprel Ozsolak |
Chief Financial Officer (Principal Financial and Accounting Officer) |
June 22, 2010 | ||
| /s/ Carol L. Colman* Carol L. Colman |
Director |
|||
| /s/ Daniel P. Cronin* Daniel P. Cronin |
Director |
|||
| /s/ Paolo M. Cucchi* Paolo M. Cucchi |
Director |
|||
| /s/ Leslie H. Gelb* Leslie H. Gelb |
Director |
|||
| /s/ William R. Hutchinson* William R. Hutchinson |
Director |
|||
| /s/ Dr. Riordan Roett* Dr. Riordan Roett |
Director |
|||
| /s/ Jeswald W. Salacuse* Jeswald W. Salacuse |
Director |
|||
| *By: /s/ R. Jay Gerken R. Jay Gerken As Agent or Attorney-in-fact June 22, 2010 |
||||
The original powers of attorney authorizing R. Jay Gerken, Kaprel Ozsolak, Robert I. Frenkel and William J. Renahan to execute this Registration Statement, and any amendments thereto, for the directors of the Registrant on whose behalf this Registration Statement is filed have been executed and are filed herewith as Exhibit (s).
Schedule of Exhibits to Form N-2
| Exhibit No. |
Exhibit | |
| (e) | Form of Dividend Reinvestment Plan | |
| (g) (1) | Form of Management Agreement | |
| (g) (2) | Form of Subadvisory Agreement | |
| (h) (1) | Form of Underwriting Agreement | |
| (h) (2) | Form of Master Agreement Among Underwriters | |
| (h) (3) | Form of Master Selected Dealer Agreement | |
| (h) (4) | Form of Structuring Fee Agreement with Citigroup Global Markets Inc. | |
| (h) (5) | Form of Marketing and Structuring Fee Agreement with Morgan Stanley & Co. Incorporated | |
| (h) (6) | Form of Additional Compensation Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| (h) (7) | Form of Structuring Fee Agreement between with Ameriprise Financial Services, Inc. | |
| (j) | Custodian Services Agreement with State Street Bank and Trust Company | |
| (k) | Transfer Agency and Services Agreement with American Stock Transfer & Trust Company LLC | |
| (l) (1) | Opinion and Consent of Simpson Thacher & Bartlett LLP | |
| (l) (2) | Opinion and Consent of DLA Piper US LLP | |
| (p) | Subscription Agreement | |
| (r) (1) | Code of Ethics of the Fund and LMPFA | |
| (r) (2) | Code of Ethics of ClearBridge | |