Sec Form 4/A Filing - SUN LIFE FINANCIAL INC @ TORTOISE MLP FUND, INC. - 2013-07-31

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SUN LIFE FINANCIAL INC 2. Issuer Name and Ticker or Trading Symbol TORTOISE MLP FUND, INC. [ NTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SUN LIFE ASSURANCE CO OF CANADA, 150 KING STREET WEST SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2013 (Street) TORONTO, A6M5H 1J9 4. If Amendment, Date Original Filed (MM/DD/YY) 10/24/2013 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 4.29% Senior Notes Series D due Dec. 15, 2020 07/31/2013 J 1,000,000 ( 2 ) A $ 1,079,960 ( 5 ) $ 14,000,000 ( 1 ) I See footnote. ( 3 ) 2.48% Senior Notes Series A due Dec. 15, 2013 08/02/2013 J 10,000,000 D $ 0 $ 0 I See footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SUN LIFE FINANCIAL INC SUN LIFE ASSURANCE CO OF CANADA 150 KING STREET WEST SUITE 1400 TORONTO, A6M5H 1J9 X Sun Life Assurance CO of Canada 150 KING STREET WEST TORONTO, A6M5H 1J9 X Signatures /s/Stephen C. Peacher, Authorized Signer for Sun Life Financial Inc., Sun Life Assurance Company of Canada and Sun Life and Health Insurance Company (U.S.) 11/27/2013 Signature of Reporting Person Date /s/John T. Donnelly, Authorized Signer for Sun Life Financial Inc., Sun Life Assurance Company of Canada and Sun Life and Health Insurance Company (U.S.) 11/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Incorrectly reported as $13,000,000 on amendment dated 11/21/2013. ( 2 )Incorrectly reported in shares rather than US dollars on amendment dated 11/21/2013 ( 3 )$13,000,000 directly owned by Sun Life Assurance Company of Canada, a wholly-owned subsidiary of Sun Life Financial Inc. and $1,000,000 directly owned by Sun Life and Health Insurance Company (U.S.), an indirectly wholly-owned subsidiary of Sun Life Financial Inc. ( 4 )Securities were owned by Sun Life Assurance Company of Canada, a wholly-owned subsidiary of Sun Life Financial Inc., prior to prepayment. ( 5 )Paid by the direct owner, Sun Life and Health Insurance Company (U.S.) and not by the indirect owner, Sun Life Financial Inc.

Remarks: $10,000,000 of 2.48% Senior Notes Series A due Dec. 15, 2013 were incorrectly reported as due Dec. 15, 2020 and as owned indirectly by Sun Life Financial Inc., and directly by Sun Life Assurance Company of Canada, on August 2, 2013 in Form 4 filing made on October 24, 2013, when such Series A Notes had previously been prepaid in full by the issuer and were no longer outstanding.As noted in November 21, 2013 amendment, Sun Life and Health Insurance Company (U.S.) does not have a CIK or CCC number. Its address is One Sun Life Executive Park, Wellesley Hills, MA 02481.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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