Sec Form 4 Filing - SUN LIFE INSURANCE & ANNUITY CO OF NEW YORK @ TORTOISE MLP FUND, INC. - 2013-07-31

FORM 4 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 INSURANCE & ANNUITY CO OF NEW YORK 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% owner (Last) (First) (Middle) ONE GRAND CENTRAL PLACE, 60 EAST 42ND STREET, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2013 (Street) NEW YORK, NY10165 4. If Amendment, Date Original Filed (MM/DD/YY) 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 $12,000,000 4.29% Senior Notes Series D Due Dec. 15, 2020 07/31/2013 S 1,000,000 D $ 1,079,960 0 D $12,000,000 4.29% Senior Notes Series D Due Dec. 15, 2020 07/31/2013 S 1,000,000 D $ 0 0 I See footnote ( 1 )

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 INSURANCE & ANNUITY CO OF NEW YORK ONE GRAND CENTRAL PLACE 60 EAST 42ND STREET, SUITE 3100 NEW YORK, NY10165 Former 10% owner Sun Life Assurance Co of Canada (U.S.) ONE SUN LIFE EXECUTIVE PARK, SC 2335 WELLESLEY HILLS, MA02481 Former indirect 10% owner Signatures /s/ Maura A. Murphy, Authorized Signer, Sun Life Assurance Company of Canada (U.S.) 11/18/2013 Signature of Reporting Person Date /s/ Maura A. Murphy, Authorized Signer, Sun Life Insurance and Annuity Company of New York 11/18/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sun Life Assurance Company of Canada (U.S.) owns 100% of the common stock of Sun Life Insurance and Annuity Company of New York.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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