ClearBridge Energy MLP Fund Inc. (NYSE:CEM) Files An 8-K Changes in Registrant’s Certifying AccountantItem 4.01. Changes in Registrant’s Certifying Accountant.
(a) Resignation of independent registered public accounting firm
On August14, 2017, KPMG LLP (“KPMG”) resigned as the independent registered public accounting firm for ClearBridge Energy MLP Fund Inc. (the “Fund”) at the request of the Fund.
The reports of KPMG on the Fund’s financial statements as of and for the two most recent fiscal years (ended November30, 2016 and November30, 2015) did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.
During the Fund’s two most recent fiscal years (ended November30, 2016 and November30, 2015) and the subsequent interim period through August14, 2017, there were no disagreements between the Fund and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreements in its reports on the financial statements of the Fund for such years.
During the Fund’s two most recent fiscal years (ended November30, 2016 and November30, 2015) and the subsequent interim period through August14, 2017, there were no “reportable events” (as defined in Item 304(a)(l)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
The Fund has provided KPMG with a copy of the foregoing disclosures and has requested that KPMG furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Fund set forth above. A copy of KPMG’s letter dated August16, 2017 is filed as Exhibit 16.1 to this Form 8-K.
(b) Engagement of new independent registered public accounting firm
On August 10, 2017, upon the recommendation of its Audit Committee, the Fund’s Board of Directors approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Fund for the fiscal year ending November30, 2017, effective August14, 2017. The selection of PwC does not reflect any disagreements with or dissatisfaction by the Fund or the Board of Directors with the performance of the Fund’s prior independent registered public accounting firm, KPMG.
During the Fund’s two most recent fiscal years (ended November30, 2016 and November30, 2015) and the subsequent interim period through August14, 2017, neither the Fund, nor anyone on its behalf, consulted with PwC, on behalf of the Fund, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Fund’s financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(l)(iv) of Regulation S-K under the Exchange Act and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(l)(v) of Regulation S-K under the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
| 16.1 | Letter dated August16, 2017 from KPMG LLP to the Securities and Exchange Commission confirming the disclosures contained in Item 4.01 of this Current Report on Form 8-K. |
to the requirements of the Securities Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August16, 2017 |
ClearBridge Energy MLP Fund Inc. |
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/s/ George P. Hoyt |
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| Name: George P. Hoyt | |
| Title: Assistant Secretary |
[ClearBridge Energy MLP Fund Inc. ExhibitEX-16.1 2 d444429dex161.htm EX-16.1 EX-16.1 Exhibit 16.1 (Firm Letterhead) August 16,…To view the full exhibit click here
About ClearBridge Energy MLP Fund Inc. (NYSE:CEM)
ClearBridge Energy MLP Fund Inc. (the Fund) is a non-diversified closed-end management investment company. The Fund’s investment objective is to provide a high level of total return with focus on cash distributions. The Fund focuses on achieving its objective by investing primarily in master limited partnerships (MLPs) in the energy sector. The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids, crude oil, refined petroleum products or coal. The Fund’s portfolio includes investments in MLPs in various areas, such as diversified energy infrastructure, global infrastructure, oil/refined products, liquids transportation and storage, and shipping. Legg Mason Partners Fund Advisor, LLC is the Fund’s investment manager and ClearBridge Advisors, LLC is its sub advisor.