Company at a Glance
 
Tortoise North American Energy Corp. (NYSE: TYN) is a non-diversified closed-end investment company focused primarily on investing in equity securities of companies in the energy sector with their primary operations in North America, including oil and gas exploitation, energy infrastructure and energy shipping companies. Our investments are primarily in Master Limited Partnerships (MLPs) and their affiliates, but may also include Canadian royalty and income trusts, common stock, debt and other securities issued by energy companies that are not MLPs.
 
Investment Goals: Yield, Growth and Quality
 
TYN seeks a high level of total return with an emphasis on current distributions paid to stockholders.
 
In seeking to achieve yield, we target distributions to our stockholders that are roughly equal to the underlying yield on a direct investment in MLPs. In order to accomplish this, we maintain our strategy of investing primarily in companies in the energy sector with attractive current yields and growth potential.
 
We seek to achieve distribution growth as revenues of our underlying companies grow with the economy, with the population and through rate increases. This revenue growth generally leads to increased operating profits, and when combined with internal expansion projects and acquisitions, is expected to provide attractive growth in distributions to us.
 
TYN seeks to achieve quality by investing in companies operating energy infrastructure assets that are critical to the North American economy. Often these assets would be difficult to replicate. We also back experienced management teams with successful track records. By investing in TYN, our stockholders have access to a portfolio that is diversified through geographic regions and across product lines, including natural gas, natural gas liquids, crude oil and refined products.
 
About U.S. Energy Infrastructure Master Limited Partnerships (MLPs)
 
MLPs are limited partnerships whose units trade on public exchanges such as the New York Stock Exchange (NYSE), the NYSE Alternext US and the NASDAQ. Buying MLP units makes an investor a limited partner in the MLP. There are currently approximately 70 MLPs in the market, mostly in industries related to energy and natural resources. We invest primarily in MLPs in the energy infrastructure sector. Energy infrastructure MLPs are engaged in the transportation, storage and processing of crude oil, natural gas and refined products from production points to the end users.
 
TYN Investment Features
 
We provide stockholders an alternative to investing directly in MLPs and their affiliates. We offer investors the opportunity to receive an attractive distribution return with a historically low return correlation to returns on stocks and bonds.
 
Additional features include:
  • One Form 1099 per stockholder at the end of the year, multiple K-1s and multiple state filings for individual partnership investments;
     
  • A professional management team, with more than 120 years combined investment experience;
     
  • The ability to access investment grade credit markets to enhance stockholder return; and
     
  • Access to direct placements and other investments not available through the public market.
     
Allocation of Portfolio Assets
August 31, 2011 (Unaudited)
 
(Percentages based on total investment portfolio)









 




September 30, 2011
 
Dear Fellow Stockholders,
 
MLPs continued to display resiliency evidenced by continued distribution growth despite the macro-economic headwinds experienced during our third fiscal quarter.
 
As we are now in prime football season, you could think of energy infrastructure companies as solid offensive and defensive lines. Such positions do not get the flashy media attention that quarterbacks, running backs and wide receivers often do. However, without strong offensive and defensive lines, a team cannot win a championship. Likewise, energy infrastructure companies provide indispensable services. As a defensive sector, they have historically provided stability across economic cycles, but their offensive line continues to provide substantial, identifiable, contract-based infrastructure growth opportunities. As such, we continue to view energy infrastructure companies as a particularly attractive addition to an investor’s portfolio.
 
Master Limited Partnership Sector Review and Outlook
 
The stock prices of MLPs in the third fiscal quarter outperformed the S&P 500, with the Tortoise MLP Index™ posting a total return of (2.2) percent during the three month period ending Aug. 31, 2011, significantly outperforming the S&P 500 total return of (8.9) percent during the same period. Once again, consistent cash flows and stable distributions made MLPs a good defensive investment as evidenced by 84 percent of our portfolio companies raising their distributions during the fiscal quarter. In addition, we believe that the Federal Reserve’s announcement in August that indicates low interest rates will continue through mid-2013 makes dividend-paying stocks such as TYN even more attractive.
 
The volumes transported through pipelines operated by energy infrastructure MLPs remained strong as production of crude oil, natural gas, and natural gas liquids continues to increase. Upstream MLPs that produce crude oil and natural gas were minimally impacted by the 13 percent decline in the price of crude oil during the fiscal quarter as these MLPs hedge volumes at set prices. We continue to see an expanding list of internal growth projects, an active acquisition market and open capital markets.
 
Company Performance Review and Outlook
 
Our total return based on market value (including the reinvestment of distributions) for the third fiscal quarter ended Aug. 31, 2011 was (3.4) percent, as compared to the total return of the Tortoise MLP Index™ of (2.2) percent during the same period. For the nine months ended Aug. 31, 2011, our market-based total return was (0.6) percent, as compared to the total return of the Tortoise MLP Index™ of 4.6 percent for the same period, with the difference stemming in part from the outperformance of upstream MLPs in the broader MLP index in the first part of the fiscal year to-date. Our leverage as a percentage of our total assets was 13.0 percent as of Aug. 31, 2011, which continues to reflect one of the lowest levels of leverage in the MLP closed-end fund sector.
 
We paid a distribution of $0.38 per common share ($1.52 annualized) to our stockholders on Sept. 1, 2011, a 1.3 percent increase from our prior quarterly distribution of $0.375. This represents an annualized yield of 6.6 percent based on the fiscal quarter closing price of $23.19. Our payout ratio of distributions to distributable cash flow (DCF) for the third fiscal quarter was 88.5 percent. For tax purposes, we currently expect 75 to 100 percent of TYN’s 2011 distributions will be characterized as qualified dividend income, with the remainder characterized as return of capital. A final determination of the characterization will be made in January 2012.
 
Additional information about our financial performance is available in the Management’s Discussion section of this report.
 
Conclusion
 
It is in times like these that we remain particularly steadfast in our view that energy infrastructure companies provide investors with an attractive long-term investment opportunity across varying economic conditions.
 
Sincerely,
The Managing Directors
Tortoise Capital Advisors, L.L.C.

The adviser to Tortoise North American Energy Corp.
 
H. Kevin Birzer Zachary A. Hamel Kenneth P. Malvey
     
 
Terry Matlack David J. Schulte  
 
2011 3rd Quarter Report       1
 

 



Key Financial Data (Supplemental Unaudited Information)
(dollar amounts in thousands unless otherwise indicated)
 
The information presented below regarding Distributable Cash Flow and Selected Operating Ratios is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Selected Operating Ratios are the functional equivalent of EBITDA for non-investment companies, and we believe they are an important supplemental measure of performance and promote comparisons from period-to-period. Supplemental non-GAAP measures should be read in conjunction with our full financial statements.
 
    2010   2011
     Q3 (1)    Q4 (1)    Q1 (1)    Q2 (1)    Q3 (1)
Total Distributions Received from Investments                                        
     Distributions received from master
          limited partnerships
  $ 2,497     $ 2,556     $ 2,666     $ 2,736     $ 2,876  
     Dividends paid in stock     381       393       404       364       339  
     Dividends from common stock     189       188       191       190       222  
     Interest and dividend income     96       95       48       46        
     Other income                 22       60        
          Total from investments     3,163       3,232       3,331       3,396       3,437  
Operating Expenses Before Leverage Costs
     and Current Taxes
                                       
     Advisory fees, net of expense
          reimbursement
    387       419       459       498       483  
     Other operating expenses     133       126       128       129       126  
      520       545       587       627       609  
     Distributable cash flow before leverage costs
          and current taxes
    2,643       2,687       2,744       2,769       2,828  
     Leverage costs (2)     261       260       257       260       117  
     Current income tax expense     9       9       3       9       9  
           Distributable Cash Flow (3)   $ 2,373     $ 2,418     $ 2,484     $ 2,500     $ 2,702  
Distributions paid on common stock   $ 2,326     $ 2,330     $ 2,345     $ 2,361     $ 2,392  
Distributions paid on common stock per share     0.3700       0.3700       0.3725       0.3750       0.3800  
Payout percentage for period (4)     98.0 %     96.4 %     94.4 %     94.4 %     88.5 %
Net realized gain (loss), net of income
     taxes, for the period
    8,475       (810 )     636       7,040       851  
Total assets, end of period     173,158     193,819       211,932       207,450       200,317  
Average total assets during period (5)     171,026     185,678       202,187       211,556       205,974  
Leverage (6)     24,200       25,400       24,700       26,500       26,100  
Leverage as a percent of total assets     14.0 %     13.1 %     11.7 %     12.8 %     13.0 %
Net unrealized appreciation, net of income
     taxes, end of period
    40,510       56,146       67,646       58,667       53,928  
Net assets, end of period     141,622     154,289       163,963       159,100       152,721  
Average net assets during period (7)     142,460     151,466       158,748       162,099       155,864  
Net asset value per common share     22.53       24.51       26.04       25.27       24.26  
Market value per common share     24.32       24.44       25.50       24.41       23.19  
Shares outstanding     6,285,310       6,295,750       6,295,750       6,295,750       6,295,750  
                                         
Selected Operating Ratios (8)                                        
As a Percent of Average Total Assets                                        
     Total distributions received from investments     7.34 %     6.98 %     6.68 %     6.37 %     6.62 %
     Operating expenses before leverage costs
          and current taxes
    1.21 %     1.18 %     1.18 %     1.18 %     1.17 %
     Distributable cash flow before leverage costs
          and current taxes
    6.13 %     5.80 %     5.50 %     5.19 %     5.45 %
As a Percent of Average Net Assets                                        
     Distributable cash flow (3)     6.61 %     6.40 %     6.35 %     6.12 %     6.88 %

(1)  Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2)  Leverage costs include interest expense and other recurring leverage expenses.
(3)  “Net investment income (loss), before income taxes” on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by the return of capital on MLP distributions, the value of paid-in-kind distributions, distributions included in direct placement discounts, and amortization of debt issuance costs; and decreased by current taxes paid.
(4) 
Distributions paid as a percentage of Distributable Cash Flow.
(5) 
Computed by averaging month-end values within each period.
(6) 
Leverage consists of long-term debt obligations and short-term borrowings.
(7) 
Computed by averaging daily values within each period.
(8) 
Annualized for periods less than one full year. Operating ratios contained in our Financial Highlights are based on average net assets.
 
2        Tortoise North American Energy Corp.
 

 



Management’s Discussion (Unaudited)
 
The information contained in this section should be read in conjunction with our Financial Statements and the Notes thereto. In addition, this report contains certain forward-looking statements. These statements include the plans and objectives of management for future operations and financial objectives and can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” or “continue” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are set forth in the “Risk Factors” section of our public filings with the SEC.
 
Overview
 
Tortoise North American Energy Corp.’s (“TYN” or the “Company”) investment objective is to seek a high level of total return for our stockholders, with an emphasis on distribution income paid to stockholders. Our investment strategy requires us to invest at least 80 percent of our total assets in equity securities of companies in the energy sector with their primary operations in North America, including energy infrastructure, oil and gas exploitation and energy shipping companies. The equity securities of the energy companies purchased by TYN consist primarily of interests in MLPs. MLPs are publicly traded partnerships whose equity interests are traded in the form of units on public exchanges, such as the NYSE or NASDAQ. We invest primarily in MLPs through public market and private purchases. While we are a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), we are not a “regulated investment company” for federal tax purposes. Our distributions do not typically generate unrelated business taxable income (“UBTI”) and our stock may therefore be suitable for holding by pension funds, IRAs and mutual funds, as well as taxable accounts. Tortoise Capital Advisors, L.L.C. serves as our investment adviser.
 
Company Update
 
Market values of our MLP investments declined in May from year-to-date highs earlier in the quarter resulting in an overall decrease in total assets of $7.1 million during the quarter. Distribution increases from our MLP investments were in-line with our expectations while the decrease in average total assets during the quarter resulted in decreased asset-based expenses. Total leverage as a percent of total assets increased slightly during the quarter as a result of a decline in investment values. Our distributable cash flow (“DCF”) remained strong and we increased our quarterly distribution to $0.38 per share. We refinanced our bank credit facility and the outstanding senior notes which matured in June through the use of a margin borrowing facility, and entered into interest rate swap contracts in an attempt to fix the majority of our interest costs. Additional information on these events and results of our operations are discussed in more detail below.
 
Critical Accounting Policies
 
The financial statements are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments, tax matters and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial Statements.
 
Determining Distributions to Stockholders
 
Our portfolio generates cash flow from which we pay distributions to stockholders. Our Board of Directors considers our current and estimated future distributable cash flow (“DCF”) in determining distributions to stockholders. Our Board of Directors reviews the distribution rate quarterly, and may adjust the quarterly distribution throughout the year. Our goal is to declare what we believe to be sustainable increases in our regular quarterly distributions with increases safely covered by earned DCF.
 
Determining DCF
 
DCF is simply distributions received from investments less expenses. The total distributions received from our investments include the amount received by us as cash distributions from MLPs, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating expenses, leverage costs and current income taxes (excluding taxes generated from realized gains). Realized gains, expected tax benefits and deferred taxes are not included in our DCF.
 
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between distributions received from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation reflects distribution income on their pay dates; GAAP recognizes that a significant portion of the cash distributions received from MLPs are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; and distributions received from investments in the DCF calculation include the value of dividends paid-in-kind (additional stock or MLP units), whereas such amounts are not included as income for GAAP purposes, and includes distributions related to direct investments when the purchase price is reduced in lieu of receiving cash distributions. The treatment of expenses in the DCF calculation also differs from what is reported in the Statement of Operations. In addition to the total operating expenses, including expense reimbursement, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, realized and unrealized gains (losses) on interest rate swap settlements, other leverage expenses, and current taxes paid on net investment income. A reconciliation of Net Investment Loss, before Income Taxes to DCF is included below.
 
Distributions Received from Investments
 
Our ability to generate cash is dependent on the ability of our portfolio of investments to generate cash flow from their operations. In order to maintain and grow distributions to our stockholders, we evaluate each holding based upon its contribution to our investment income, our anticipation of its growth rate, and its risk relative to other potential investments.
 
We concentrate on investments we believe can expect an increasing demand for services from economic and population growth. We seek well-managed businesses with hard assets and stable recurring revenue streams.
 
Total distributions received from our investments for the 3rd quarter 2011 was approximately $3.4 million, representing an 8.7 percent increase as compared to 3rd quarter 2010. This change reflects increases in distributions received from our MLP investments and the distributions received from additional investments funded with leverage proceeds. Distributions received from investments increased about 1.2 percent as compared to 2nd quarter 2011. This reflects an increase in distributions from our equity investments of $147,000 offset by the reduction of interest income of $46,000 and one-time commitment fees of $60,000 during the quarter.
 
Expenses
 
We incur two types of expenses: (1) operating expenses, consisting primarily of the advisory fee, and (2) leverage costs. On a percentage basis, operating expenses before leverage costs and current taxes were an annualized 1.17 percent of average total assets for the 3rd quarter 2011 as compared to 1.21 percent for the 3rd quarter 2010 and 1.18 percent for the 2nd quarter 2011. The decrease in our operating expense ratio as compared to 3rd quarter 2010 is the result of decreased fixed costs that were partially offset by a reduction in the advisory fee waiver and spread over a larger asset base.
 
Advisory fees for the 3rd quarter 2011 decreased 3.0 percent from 2nd quarter 2011 as a result of decreased average managed assets for the quarter as discussed above. While the contractual advisory fee of 1.00 percent of average monthly managed assets remains unchanged, the Adviser waived an amount equal to 0.10 percent of average managed assets through December 31, 2010, and has agreed to a waiver of 0.05 percent of average managed assets for the period from January 1, 2011 through December 31, 2011. Other operating expenses for 3rd quarter 2011 were relatively unchanged as compared to 2nd quarter 2011.
 
Leverage costs consist of two major components: (1) the direct interest expense, which will vary from period to period as our margin borrowing facility has a variable interest rate, and (2) the realized and unrealized gain or loss on our interest rate swap settlements. Detailed information on our margin borrowing facility is included in the Liquidity and Capital Resources section below.
 
Total leverage costs were approximately $117,000 for the 3rd quarter 2011 compared to $260,000 for the 2nd quarter 2011. While the amount of leverage outstanding during the quarter was relatively unchanged, we entered into a $40 million floating rate margin borrowing facility in June that replaced our higher-cost senior notes that matured and
 
2011 3rd Quarter Report       3
 

 



Management’s Discussion (Unaudited)
(Continued)

our bank credit facility. The cost of interest rate swaps, as outlined below, will increase our leverage costs in subsequent quarters as compared to the 3rd quarter. We currently anticipate that our average annualized total cost of leverage, including interest rate swaps, will be approximately 2.50 percent. This compares favorably with our historical average annualized total cost of leverage of approximately 3.90 percent.
 
As indicated in Note 11 of our Notes to Financial Statements, we have entered into $25 million notional amount of interest rate swap contracts with The Bank of Nova Scotia in an attempt to reduce a portion of the interest rate risk arising from our leveraged capital structure. TYN has agreed to pay The Bank of Nova Scotia a fixed rate while receiving a floating rate based upon the 1-month U.S. Dollar London Interbank Offered Rate (“LIBOR”). The spread between the fixed swap rate and LIBOR is reflected in our Statement of Operations as a realized or unrealized gain when LIBOR exceeds the fixed rate (The Bank of Nova Scotia pays TYN the net difference) or a realized or unrealized loss when the fixed rate exceeds LIBOR (TYN pays The Bank of Nova Scotia the net difference). The interest rate swap contracts have a weighted average fixed rate of 1.70 percent and weighted average remaining maturity of approximately 7.0 years at August 31, 2011. This swap arrangement effectively fixes the cost on approximately 96 percent of our outstanding leverage as of August 31, 2011 over the remaining swap period.
 
The annual rate of leverage may vary in future periods as a result of changes in LIBOR, the utilization of our margin facility, and maturity of our interest rate swap contracts. Additional information on our leverage is disclosed below in Liquidity and Capital Resources and in our Notes to Financial Statements.
 
Distributable Cash Flow
 
For 3rd quarter 2011, our DCF was approximately $2.7 million, an increase of 8.1 percent as compared to 2nd quarter 2011. The change is the net result of increased distributions and reduced expenses as outlined above. We declared a distribution of $2.4 million, or $0.38 per share, during the quarter. This is an increase of 2.7 percent as compared to the per share distribution paid for 3rd quarter 2010 and a 1.3 percent increase compared to 2nd quarter 2011.
 
Our dividend payout ratio as a percentage of DCF decreased from 94.4 percent for 2nd quarter 2011 to 88.5 percent for 3rd quarter 2011. This decrease is the net result of the change in distributions and expenses, including leverage costs, as outlined above. We anticipate the payout ratio to increase slightly in subsequent quarters due to the additional cost of the interest rate swap contracts entered into at the end of the 3rd quarter 2011. A payout of less than 100 percent of DCF provides cushion for on-going management of the portfolio, changes in leverage costs and other expenses. An on-going payout ratio in excess of 100 percent will, over time, erode the earning power of a portfolio and may lead to lower distributions or portfolio managers taking on more risk than they otherwise would.
 
Net investment loss before income taxes on the Statement of Operations is adjusted as follows to reconcile to DCF for 2011 YTD and the 3rd quarter 2011 (in thousands):
 
        2011 YTD       3rd Qtr 2011
Net Investment Loss, before Income Taxes     $ (1,251 )       $ (191 )  
Adjustments to reconcile to DCF:                        
     Dividends paid in stock       1,107           339    
     Distributions characterized as return of capital       7,825           2,563    
     Distribution included in direct placement discount       16              
     Amortization of debt issuance costs       10              
     Current income tax expenses       (21 )         (9 )  
          DCF     $ 7,686         $ 2,702    
                         
Liquidity and Capital Resources
 
We had total assets of $200 million at quarter-end. Our total assets reflect the value of our investments, which are itemized in the Schedule of Investments. It also reflects cash, interest and receivables and any expenses that may have been prepaid. During 3rd quarter 2011, total assets decreased by approximately $7.1 million. This change was primarily the result of an $8.3 million decrease in the value of our investments as reflected by the change in realized and unrealized gains on investments (excluding return of capital on distributions) and net purchases of portfolio securities during the quarter.
 
Total leverage outstanding at August 31, 2011 was $26.1 million, a decrease of $0.4 million as compared to May 31, 2011. Total leverage represented 13.0 percent of total assets, an increase from 12.8 percent of total assets at May 31, 2011 and a decrease from 14.0 percent of total assets at August 31, 2010. During the quarter, we refinanced the $15 million fixed-rate senior notes which matured on June 17, 2011 and the balance on our bank credit facility by entering into a margin loan facility. The new secured facility allows us to borrow up to $40 million and has a 270-day rolling term. Interest accrues on the margin facility at a rate equal to 1-month LIBOR plus 0.85 percent and unused balances are subject to a fee of 0.25 percent. Our leverage as a percent of total assets remains below our long-term target level of 20 percent of total assets. This allows the opportunity to add leverage when compelling investment opportunities arise. Temporary increases to up to 25 percent of our total assets may be permitted, provided that such leverage is consistent with the limits set forth in the 1940 Act, and that such leverage is expected to be reduced over time in an orderly fashion to reach our long-term target. Our leverage ratio is impacted by increases or decreases in MLP values, issuance of equity and/or the sale of securities where proceeds are used to reduce leverage.
 
We have used leverage to acquire securities consistent with our investment philosophy. The terms of our leverage are governed by regulatory and contractual asset coverage requirements that arise from the use of leverage. Additional information on our leverage and asset coverage requirements is discussed in Note 10 in the Notes to Financial Statements. Our coverage ratio is updated each week on our Web site at www. tortoiseadvisors.com.
 
Taxation of our Distributions and Income Taxes
 
We invest in partnerships which generally have larger distributions of cash than the accounting income which they generate. Accordingly, the distributions include a return of capital component for accounting and tax purposes. Distributions declared and paid by us in a year generally differ from taxable income for that year, as such distributions may include the distribution of current year taxable income or return of capital.
 
The taxability of the distribution you receive depends on whether we have annual earnings and profits (“E&P”). E&P is primarily comprised of the taxable income from MLPs with certain specified adjustments as reported on annual K-1s, fund operating expenses and net realized gains. If we have E&P, it is first allocated to preferred shares (if any) and then to the common shares.
 
In the event we have E&P allocated to our common shares, all or a portion of our distribution will be taxable at the 15 percent Qualified Dividend Income (“QDI”) rate, assuming various holding requirements are met by the stockholder. The 15 percent QDI rate is currently effective through 2012. The portion of our distribution that is taxable may vary for either of two reasons: first, the characterization of the distributions we receive from MLPs could change annually based upon the K-1 allocations and result in less return of capital and more in the form of income. Second, we could sell an MLP investment and realize a gain or loss at any time. It is for these reasons that we inform you of the tax treatment after the close of each year as the ultimate characterization of our distributions is undeterminable until the year is over.
 
For tax purposes, distributions to common stockholders for the fiscal year ended 2010 were 30 percent qualified dividend income and 70 percent return of capital. A holder of our common stock would reduce their cost basis for income tax purposes by 70 percent of the total distributions they received in 2010. This information is reported to stockholders on Form 1099-DIV and is available on our Web site at www.tortoiseadvisors.com. For book purposes, the source of distributions to common stockholders for the fiscal year ended 2010 was 100 percent return of capital. We currently estimate that 75 to 100 percent of 2011 distributions will be characterized as qualified dividend income for tax purposes, with the remaining percentage characterized as return of capital. Final determination will be made after the completion of our fiscal year.
 
The unrealized gain or loss we have in the portfolio is reflected in the Statement of Assets and Liabilities. At August 31, 2011, our investments are valued at $198.9 million, with an adjusted cost of $132.5 million. The $66.4 million difference reflects unrealized appreciation that would be realized for financial statement purposes if those investments were sold at those values. The Statement of Assets and Liabilities also reflects either a net deferred tax liability or net deferred tax asset depending primarily upon unrealized gains (losses) on investments, realized gains (losses) on investments, capital loss carryforwards and net operating losses. At August 31, 2011, the balance sheet reflects a net deferred tax liability of approximately $16.7 million or $2.65 per share. Accordingly, our net asset value per share represents the amount which would be available for distribution to stockholders after payment of taxes. Details of our deferred taxes are disclosed in Note 5 in our Notes to Financial Statements.
 
4        Tortoise North American Energy Corp.
 

 



Schedule of Investments
August 31, 2011
 
(Unaudited)

        Shares       Fair Value
Master Limited Partnerships and              
     Related Companies — 124.1% (1)              
         
Crude/Refined Products Pipelines — 38.7% (1)        
United States — 38.7% (1)              
Buckeye Partners, L.P. (2)     162,100   $ 10,209,058  
Enbridge Energy Management, L.L.C. (2)(3)     173,800     4,786,462  
Enbridge Energy Partners, L.P. (2)     158,600     4,520,100  
Holly Energy Partners, L.P. (2)     73,300     3,716,310  
Kinder Morgan Management, LLC (2)(3)     180,295     10,907,850  
Magellan Midstream Partners, L.P. (2)     144,300     8,653,671  
NuStar Energy L.P. (2)     96,400     5,706,880  
Oiltanking Partners, L.P.     17,415     417,786  
Plains All American Pipeline, L.P. (2)     107,600     6,523,788  
Sunoco Logistics Partners L.P. (2)     37,900     3,249,925  
Tesoro Logistics LP (2)     19,350     452,983  
            59,144,813  
     
Natural Gas/Natural Gas Liquids Pipelines — 45.7% (1)    
United States — 45.7% (1)              
Boardwalk Pipeline Partners, LP (2)     291,200     7,309,120  
Duncan Energy Partners L.P.     9,351     397,605  
El Paso Pipeline Partners, L.P. (2)     190,700     7,015,853  
Energy Transfer Equity, L.P. (2)     140,100     5,357,424  
Energy Transfer Partners, L.P. (2)     204,200     9,201,252  
Enterprise Products Partners L.P. (2)(4)     296,100     12,480,615  
Niska Gas Storage Partners LLC     67,100     850,828  
ONEOK Partners, L.P. (2)     133,000     5,780,180  
PAA Natural Gas Storage, L.P.     69,218     1,252,154  
Regency Energy Partners LP (2)     412,000     9,838,560  
Spectra Energy Partners, LP (2)     128,000     3,718,400  
TC PipeLines, LP (2)     74,400     3,243,840  
Williams Partners L.P. (2)     61,700     3,342,906  
            69,788,737  
         
Natural Gas Gathering/Processing — 15.0% (1)        
United States — 15.0% (1)              
Chesapeake Midstream Partners, L.P. (2)     48,600     1,354,482  
Copano Energy, L.L.C. (2)     207,900     6,740,118  
Crestwood Midstream Partners LP     1,000     25,560  
Crestwood Midstream Partners LP (3)(5)     84,191     2,084,569  
DCP Midstream Partners, LP (2)     51,500     1,996,655  
MarkWest Energy Partners, L.P. (2)     114,900     5,520,945  
Targa Resources Partners LP (2)     151,200     5,186,160  
Western Gas Partners LP     1,000     36,320  
            22,944,809  
         
Oil and Gas Exploitation and Production — 20.6% (1)        
United States — 20.6% (1)              
Breitburn Energy Partners L.P. (2)     136,400     2,522,036  
Encore Energy Partners LP (2)     132,100     2,620,864  
EV Energy Partners, L.P. (2)     124,700     8,589,336  
Legacy Reserves, LP (2)     120,600     3,323,736  
Linn Energy, LLC (2)     264,900     10,026,465  
Pioneer Southwest Energy Partners L.P. (2)     150,900     4,318,758  
            31,401,195  
               
Propane Distribution — 2.9% (1)              
United States — 2.9% (1)              
Inergy, L.P. (2)     158,100     4,483,716  
               
Shipping — 1.2% (1)              
               
Republic of the Marshall Islands — 1.2% (1)              
Teekay LNG Partners L.P. (2)     53,500     1,803,485  
Total Master Limited Partnerships and              
     Related Companies (Cost $124,831,144)           189,566,755  
               
Common Stock — 6.0% (1)              
               
Shipping — 6.0% (1)              
Republic of the Marshall Islands — 6.0% (1)              
Golar LNG Partners LP     37,000     951,270  
Navios Maritime Partners L.P.     228,748     3,625,656  
Teekay Offshore Partners L.P. (2)     170,400     4,580,352  
Total Common Stock (Cost $7,483,342)           9,157,278  
               
Short-Term Investment — 0.2% (1)              
               
United States Investment Company — 0.2% (1)              
Fidelity Institutional Money Market Portfolio —              
     Class I, 0.11% (6) (Cost $210,742)     210,742     210,742  
               
Total Investments — 130.3% (1)
     (Cost $132,525,228)
          198,934,775  
Interest Rate Swap Contracts — (0.1%) (1)              
$25,000,000 notional — Unrealized Depreciation (7)           (101,322 )
Other Assets and Liabilities — (30.2%) (1)           (46,112,855 )
Total Net Assets Applicable to
     Common Stockholders — 100.0% (1)
        $ 152,720,598  
               
(1)  Calculated as a percentage of net assets applicable to common stockholders.
(2)  All or a portion of the security is segregated as collateral for the margin borrowing facility. See Note 10 to the financial statements for further disclosure.
(3)  Security distributions are paid-in-kind.
(4)  All or a portion of the security is segregated as collateral for the unrealized depreciation of interest rate swap contracts.
(5)  Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $2,084,569, which represents 1.4% of net assets. See Note 7 to the financial statements for further disclosure.
(6)  Rate reported is the current yield as of August 31, 2011.
(7)  See Note 11 to the financial statements for further disclosure.
 
See accompanying Notes to Financial Statements.
 
2011 3rd Quarter Report       5
 

 



Statement of Assets & Liabilities
August 31, 2011
 
(Unaudited)            

Assets            
     Investments at fair value (cost $132,525,228)   $ 198,934,775  
     Receivable for Adviser expense reimbursement     17,164  
     Receivable for investments sold     1,257,302  
     Prepaid expenses and other assets     107,389  
          Total assets     200,316,630  
         
Liabilities        
     Payable to Adviser     343,283  
     Distributions payable to common stockholders     2,392,385  
     Payable for investments purchased     1,825,820  
     Accrued expenses and other liabilities     169,720  
     Unrealized depreciation of interest rate swap contracts     101,322  
     Current tax liability     1,894  
     Deferred tax liability     16,661,608  
     Short-term borrowings     26,100,000  
          Total liabilities     47,596,032  
          Net assets applicable to common stockholders   $ 152,720,598  
     
Net Assets Applicable to Common Stockholders Consist of:    
     Capital stock, $0.001 par value; 6,295,750 shares issued and        
          outstanding (100,000,000 shares authorized)   $ 6,296  
     Additional paid-in capital     109,170,059  
     Accumulated net investment loss, net of income taxes     (612,565 )
     Accumulated net realized loss, net of income taxes     (9,771,259 )
     Net unrealized appreciation of investments and        
          interest rate swap contracts, net of income taxes     53,928,067  
          Net assets applicable to common stockholders   $ 152,720,598  
     Net Asset Value per common share outstanding
          (net assets applicable to common stock,
          divided by common shares outstanding)
  $ 24.26  
         
Statement of Operations
Period from December 1, 2010 through August 31, 2011
 
(Unaudited)      

Investment Income            
     Distributions from master limited partnerships   $ 8,262,247  
     Less return of capital on distributions     (7,824,659 )
     Net distributions from master limited partnerships     437,588  
     Dividend income     603,051  
     Interest income     93,518  
     Dividends from money market mutual funds     122  
     Other income     82,163  
           Total Investment Income     1,216,442  
Operating Expenses        
     Advisory fees     1,524,467  
     Professional fees     140,384  
     Administrator fees     60,981  
     Directors’ fees     51,123  
     Stockholder communication expenses     46,315  
     Fund accounting fees     28,234  
     Registration fees     18,752  
     Custodian fees and expenses     9,878  
     Stock transfer agent fees     8,782  
     Other operating expenses     18,385  
           Total Operating Expenses     1,907,301  
Leverage Expenses        
     Interest expense     617,428  
     Amortization of debt issuance costs     10,514  
     Other leverage expenses     16,757  
           Total Leverage Expenses     644,699  
           Total Expenses     2,552,000  
     Less expense reimbursement by Adviser     (84,416 )
           Net Expenses     2,467,584  
Net Investment Loss, before Income Taxes     (1,251,142 )
     Current tax expense     (17,479 )
     Deferred tax benefit     490,054  
          Income tax benefit, net     472,575  
Net Investment Loss     (778,567 )
Realized and Unrealized Gain on Investments        
      and Interest Rate Swaps        
          Net realized gain on investments, before income taxes     13,898,096  
               Deferred tax expense     (5,371,469 )
                    Net realized gain on investments     8,526,627  
          Net unrealized depreciation of investments     (3,514,601 )
          Net unrealized depreciation of interest rate swap contracts     (101,322 )
               Net unrealized depreciation, before income taxes     (3,615,923 )
               Deferred tax benefit     1,397,517  
                    Net unrealized depreciation of investments and        
                         interest rate swap contracts     (2,218,406 )
Net Realized and Unrealized Gain on Investments        
      and Interest Rate Swaps     6,308,221  
Net Increase in Net Assets Applicable to Common Stockholders        
      Resulting from Operations   $ 5,529,654  
         

See accompanying Notes to Financial Statements.
 
6        Tortoise North American Energy Corp.
 

 



Statement of Changes in Net Assets  
 
    Period from        
    December 1, 2010        
    through   Year Ended
        August 31, 2011       November 30, 2010
    (Unaudited)        
Operations                
     Net investment loss   $ (778,567 )   $ (540,554 )
     Net realized gain on investments     8,526,627       3,023,685  
     Net unrealized appreciation (depreciation) of investments
          and interest rate swap contracts
    (2,218,406 )     33,743,451  
               Net increase in net assets applicable to common
                    stockholders resulting from operations
    5,529,654       36,226,582  
Distributions to Common Stockholders                
     Net investment income            
     Return of capital     (7,098,458 )     (9,293,612 )
               Total distributions to common stockholders     (7,098,458 )     (9,293,612 )
Capital Stock Transactions                
     Issuance of 33,090 common shares from reinvestment of
          distributions to stockholders
          747,127  
               Net increase in net assets applicable to common
                    stockholders from capital stock transactions
          747,127  
     Total increase (decrease) in net assets applicable to
          common stockholders
    (1,568,804 )     27,680,097  
Net Assets                
     Beginning of period     154,289,402       126,609,305  
     End of period   $ 152,720,598     $ 154,289,402  
     Undistributed (accumulated) net investment income (loss),
          net of income taxes, end of period
  $ (612,565 )   $ 166,002  
                 
See accompanying Notes to Financial Statements.
 
2011 3rd Quarter Report        7
 

 



Statement of Cash Flows
Period from December 1, 2010 through August 31, 2011
 
(Unaudited)           

Cash Flows from Operating Activities            
     Distributions received from master limited partnerships   $ 8,262,247  
     Interest and dividend income received     705,649  
     Purchases of long-term investments     (34,909,620 )
     Proceeds from sales of long-term investments     32,723,847  
     Interest received on securities sold     153,653  
     Purchases of short-term investments, net     (112,556 )
     Other income received     82,097  
     Interest expense paid     (801,855 )
     Income taxes paid     (30,584 )
     Operating expenses paid     (1,823,851 )
          Net cash provided by operating activities     4,249,027  
Cash Flows from Financing Activities        
     Advances from revolving line of credit     21,050,000  
     Repayments on revolving line of credit     (31,450,000 )
     Advances from margin loan facility     30,200,000  
     Repayments on margin loan facility     (4,100,000 )
     Maturity of long-term debt obligations     (15,000,000 )
     Distributions paid to common stockholders     (4,949,027 )
          Net cash used in financing activities     (4,249,027 )
     Net change in cash      
     Cash — beginning of period      
     Cash — end of period   $  
Reconciliation of net increase in net assets applicable to        
      common stockholders resulting from operations to net cash  
      provided by operating activities        
          Net increase in net assets applicable to common        
               stockholders resulting from operations   $ 5,529,654  
          Adjustments to reconcile net increase in net assets        
               applicable to common stockholders resulting from        
               operations to net cash provided by operating activities:        
                    Purchases of long-term investments     (36,735,440 )
                    Proceeds from sales of long-term investments     33,979,292  
                    Purchases of short-term investments, net     (112,556 )
                    Return of capital on distributions received     7,824,659  
                    Deferred tax expense     3,483,898  
                    Net unrealized depreciation of investments        
                         and interest rate swap contracts     3,615,923  
                    Net realized gain on investments     (13,898,162 )
                    Amortization of market premium, net     11,045  
                    Amortization of debt issuance costs     10,514  
                    Changes in operating assets and liabilities:        
                         Decrease in interest and dividend receivable     151,596  
                         Increase in receivable for investments sold     (1,255,445 )
                         Increase in prepaid expenses and other assets     (2,248 )
                         Decrease in current tax liability     (13,106 )
                         Increase in payable to Adviser, net of        
                              expense reimbursement     38,372  
                         Increase in payable for investments purchased     1,825,820  
                         Decrease in accrued expenses and other liabilities     (204,789 )
                              Total adjustments     (1,280,627 )
               Net cash provided by operating activities   $ 4,249,027  
         
See accompanying Notes to Financial Statements.
 
8        Tortoise North American Energy Corp.
 

 



Financial Highlights
 

       Period from
December 1, 2010
through
August 31, 2011
     Year Ended
November 30,
2010
     Year Ended
November 30,
2009
     Year Ended
November 30,
2008
     Year Ended
November 30,
2007
     Year Ended
November 30,
2006
    (Unaudited)                                        
Per Common Share Data (1)                                                
     Net Asset Value, beginning of period   $ 24.51     $ 20.22     $ 10.78     $ 27.25     $ 23.70     $ 23.95  
     Income (Loss) from Investment Operations                                                
          Net investment income (loss) (2)     (0.12 )     (0.09 )     0.25       0.43       0.72       0.61  
          Net realized and unrealized gain (loss) on investments and                                                
               interest rate swaps contracts (2)     1.00       5.86       10.67       (15.14 )     4.47       0.55  
               Total income (loss) from investment operations     0.88       5.77       10.92       (14.71 )     5.19       1.16  
     Distributions to Preferred Stockholders                                                
          Net investment income                             (0.12 )     (0.06 )
          Net realized gain                             (0.07 )     (0.01 )
          Return of capital                       (0.17 )            
               Total distributions to preferred stockholders                       (0.17 )     (0.19 )     (0.07 )
     Distributions to Common Stockholders                                                
          Net investment income                             (0.90 )     (0.69 )
          Net realized gain                       (0.10 )     (0.55 )     (0.12 )
          Return of capital     (1.13 )     (1.48 )     (1.48 )     (1.49 )           (0.46 )
               Total distributions to common stockholders     (1.13 )     (1.48 )     (1.48 )     (1.59 )     (1.45 )     (1.27 )
     Underwriting discounts and offering costs on issuance of common                                                
          and preferred stock (3)                                   (0.07 )
     Net Asset Value, end of period   $ 24.26     $ 24.51     $ 20.22     $ 10.78     $ 27.25     $ 23.70  
     Per common share market value, end of period   $ 23.19     $ 24.44     $ 19.49     $ 9.25     $ 23.10     $ 22.38  
     Total Investment Return Based on Market Value (4)     (0.57 )%     33.62 %     131.66 %     (55.98 )%     9.28 %     (5.39 )%
                                                 
Supplemental Data and Ratios                                                
     Net assets applicable to common stockholders, end of period (000’s)   $ 152,721     $ 154,289     $ 126,609     $ 49,716     $ 125,702     $ 109,326  
     Average net assets (000’s)   $ 158,905     $ 141,986     $ 80,041     $ 113,045     $ 125,379     $ 114,338  
     Ratio of Expenses to Average Net Assets (5)                                                
          Advisory fees     1.28 %     1.19 %     1.13 %     1.50 %     1.45 %     1.32 %
          Other expenses     0.32       0.38       1.01       0.48       0.40       0.59  
          Expense reimbursement     (0.07 )     (0.12 )     (0.12 )     (0.23 )     (0.29 )     (0.32 )
               Subtotal     1.53       1.45       2.02       1.75       1.56       1.59  
          Leverage expenses (6)     0.54       0.75       1.17       3.71       2.01       1.49  
          Income tax expense (benefit) (7)     2.93       13.10       (4.70 )     0.06       0.02       0.01  
               Total expenses     5.00 %     15.30 %     (1.51 )%     5.52 %     3.59 %     3.09 %
                                                 
See accompanying Notes to Financial Statements.
 
2011 3rd Quarter Report        9
 

 



Financial Highlights
(Continued)
 

       Period from
December 1, 2010
through
August 31, 2011
     Year Ended
November 30,
2010
     Year Ended
November 30,
2009
     Year Ended
November 30,
2008
     Year Ended
November 30,
2007
     Year Ended
November 30,
2006
    (Unaudited)                                        
Ratio of net investment income (loss) to average net assets                                                
     before expense reimbursement (5)(6)     (0.72 )%     (0.50 )%     1.82 %     1.51 %     2.37 %     2.14 %
Ratio of net investment income (loss) to average net assets                                                
     after expense reimbursement (5)(6)     (0.65 )%     (0.38 )%     1.94 %     1.74 %     2.66 %     2.46 %
Portfolio turnover rate (5)     22.11 %     27.89 %     41.90 %     36.69 %     16.06 %     12.01 %
Short-term borrowings, end of period (000’s)   $ 26,100     $ 10,400     $ 5,900           $ 9,600     $ 7,000  
Long-term debt obligations, end of period (000’s)         $ 15,000     $ 15,000     $ 15,000     $ 40,000     $ 40,000  
Preferred stock, end of period (000’s)                     $ 10,000     $ 15,000     $ 15,000  
Per common share amount of long-term debt obligations outstanding,                                                
     end of period         $ 2.38     $ 2.40     $ 3.25     $ 8.67     $ 8.67  
Per common share amount of net assets, excluding long-term debt obligations,                                                
     end of period   $ 24.26     $ 26.89     $ 22.61     $ 14.03     $ 35.92     $ 32.37  
Asset coverage, per $1,000 of principal amount of long-term debt obligations                                                
     and short-term borrowings (8)   $ 6,851     $ 7,074     $ 7,058     $ 4,981     $ 3,837     $ 3,645  
Asset coverage ratio of long-term debt obligations and short-term borrowings (8)     685 %     707 %     706 %     498 %     384 %     365 %
Asset coverage, per $25,000 liquidation value per share of preferred stock (9)                     $ 74,716     $ 73,646     $ 69,083  
Asset coverage ratio of preferred stock (9)                       299 %     295 %     276 %

(1)  Information presented relates to a share of common stock outstanding for the entire period.
(2)  The per common share data for the years ended November 30, 2010, 2009, 2008, 2007 and 2006 do not reflect the change in estimate of investment income and return of capital, for the respective period. See Note 2F to the financial statements for further disclosure.
(3)  Represents the issuance of preferred stock for the year ended November 30, 2006.
(4)  Not annualized for periods less than one full year. Total investment return is calculated assuming a purchase of common stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding broker commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to the Company’s dividend reinvestment plan.
(5)  Annualized for periods less than one full year.
(6)  The expense ratios and net investment income (loss) ratios do not reflect the effect of distributions to preferred stockholders.
(7)  The Company accrued $17,479, $39,097, $(28,837), $68,509, $22,447 and $13,225 for the period from December 1, 2010 through August 31, 2011 and the years ended November 30, 2010, 2009, 2008, 2007 and 2006, respectively, for current foreign and excise tax (benefit) expense. For the period from December 1, 2010 through August 31, 2011 and the year ended November 30, 2010, the Company accrued $3,483,898 and $18,559,864, respectively, in net deferred income tax expense. For the year ended November 30, 2009, the Company accrued $3,732,366 in net deferred income tax benefit, which included $5,488,509 of deferred income tax benefit for the timing differences at December 1, 2008 when the Company converted to a taxable corporation.
(8)  Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the period divided by long-term debt obligations and short-term borrowings outstanding at the end of the period.
(9)  Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the period divided by long-term debt obligations, short-term borrowings and preferred stock outstanding at the end of the period.
 
See accompanying Notes to Financial Statements.
 
10        Tortoise North American Energy Corp.
 

 



Notes to Financial Statements (Unaudited)
August 31, 2011
 

1. Organization
 
Tortoise North American Energy Corporation (the “Company”) was organized as a Maryland corporation on January 13, 2005, and is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to seek a high level of total return with an emphasis on distribution income paid to stockholders. The Company seeks to provide its stockholders with a vehicle to invest in a portfolio consisting primarily of publicly traded U.S. master limited partnerships (“MLPs”), including oil and gas exploitation, energy infrastructure and energy shipping companies. The Company commenced operations on October 31, 2005. The Company’s stock is listed on the New York Stock Exchange under the symbol “TYN.”
 
2. Significant Accounting Policies
 
A. Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
 
B. Investment Valuation
 
The Company primarily owns securities that are listed on a securities exchange or over-the-counter market. The Company values those securities at their last sale price on that exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Company uses the price from the exchange that it considers to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or over-the-counter market on such day, the security will be valued at the mean between the last bid price and last ask price on such day.
 
The Company may invest up to 50 percent of its total assets in restricted securities. Restricted securities are subject to statutory and contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the Company’s ability to dispose of them. Investments in restricted securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly traded issues, time until conversion date, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that affect the value of the Company’s portfolio securities before the net asset value has been calculated (a “significant event”), the portfolio securities so affected will generally be priced using fair value procedures.
 
An equity security of a publicly traded company acquired in a direct placement transaction may be subject to restrictions on resale that can affect the security’s liquidity and fair value. Such securities that are convertible or otherwise will become freely tradable will be valued based on the market value of the freely tradable security less an applicable discount. Generally, the discount will initially be equal to the discount at which the Company purchased the securities. To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be used to determine the discount.
 
The Company generally values debt securities at prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.
 
The Company generally values its interest rate swap contracts using industry-accepted models which discount the estimated future cash flows based on the stated terms of the interest rate swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available.
 
C. Foreign Currency Translation
 
For foreign currency, investments in foreign securities, and other assets and liabilities denominated in a foreign currency, the Company translates these amounts into U.S. dollars on the following basis:
 
     (1)     
market value of investment securities, assets and liabilities at the current rate of exchange on the valuation date and
       
  (2)  
purchases and sales of investment securities, income and expenses at the relevant rates of exchange on the respective dates of such transactions.
 
The Company does not isolate that portion of gains and losses on investments that is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities.
 
D. Forward Foreign Currency Contracts
 
The Company may enter into forward foreign currency contracts as economic hedges related to specific transactions. All commitments are “marked-to-market” daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded in the Statement of Operations. The Company recognizes realized gains or losses at the time forward contracts are extinguished.
 
E. Foreign Withholding Taxes
 
The Company may be subject to taxes imposed by countries in which it invests with respect to its investment in issuers existing or operating in such countries. Such taxes are generally based on income earned. The Company accrues such taxes when the related income is earned.
 
F. Security Transactions and Investment Income
 
Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Interest income is recognized on the accrual basis, including amortization of premiums and accretion of discounts. Dividend and distribution income is recorded on the ex-dividend date. Distributions from MLPs are generally comprised of income and return of capital from the MLPs. The Company allocates distributions between investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information provided by each MLP and other industry sources. These estimates may subsequently be revised based on actual allocations received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company.
 
For the period from December 1, 2009 through November 30, 2010, the Company estimated the allocation of investment income and return of capital for the distributions received from MLPs within the Statement of Operations. For this
 
2011 3rd Quarter Report        11
 

 



Notes to Financial Statements (Unaudited)
(Continued)
 

period, the Company had estimated approximately 16 percent of total distributions as investment income and approximately 84 percent as return of capital.
 
Subsequent to November 30, 2010, the Company reallocated the amount of investment income and return of capital it recognized for the period from December 1, 2009 through November 30, 2010 based on the 2010 tax reporting information received from the individual MLPs. This reclassification amounted to a decrease in pre-tax net investment income of approximately $534,000 or $0.085 per share ($335,000 or $0.053 per share, net of deferred tax benefit); an increase in unrealized appreciation of investments of approximately $512,000 or $0.081 per share ($321,000 or $0.051 per share, net of deferred tax expense) and an increase in realized gains of approximately $22,000 or $0.004 per share ($14,000 or $0.002 per share, net of deferred tax expense) for the period from December 1, 2010 through August 31, 2011.
 
Subsequent to the period ended February 28, 2011, the Company reallocated the amount of investment income and return of capital recognized in the current fiscal year based on its revised 2011 estimates, after considering the final allocations for 2010. This reclassification amounted to a decrease in pre-tax net investment income of approximately $134,000 or $0.021 per share ($84,000 or $0.013 per share, net of deferred tax benefit); an increase in unrealized appreciation of investments of approximately $263,000 or $0.042 per share ($165,000 or $0.026 per share, net of deferred tax expense) and a decrease in realized gains of approximately $129,000 or $0.021 per share ($81,000 or $0.013 per share, net of deferred tax expense).
 
G. Distributions to Stockholders
 
Distributions to common stockholders are recorded on the ex-dividend date. The Company may not declare or pay distributions to its common stockholders if it does not meet asset coverage ratios required under the 1940 Act or the rating agency guidelines for its debt and preferred stock (if any) following such distribution. The character of distributions to stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. Distributions paid to stockholders in excess of investment company taxable income and net realized capital gains will be treated as a return of capital to the stockholders. For book purposes, the source of the Company’s distributions to common stockholders for the year ended November 30, 2010 and the period ended August 31, 2011 was 100 percent return of capital. For tax purposes, the Company’s distributions for the year ended November 30, 2010 were approximately 30 percent qualified dividend income and 70 percent return of capital. The tax character of distributions paid to common stockholders in the current year will be determined subsequent to November 30, 2011.
 
H. Federal Income Taxation
 
From the Company’s inception through November 30, 2008, the Company qualified as a regulated investment company (“RIC”) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Effective December 1, 2008, the Company is treated as a taxable corporation for federal and state income tax purposes. The Company is obligated to pay federal and state income taxes on its taxable income. Currently, the highest regular marginal federal income tax rate for a corporation is 35 percent; however, the Company anticipates a marginal effective rate of 34 percent due to expectations of the level of taxable income relative to the federal graduated tax rates, including the tax rate anticipated when temporary differences reverse. The Company may be subject to a 20 percent federal alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax.
 
The Company invests in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Company reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Company’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.
 
I. Offering and Debt Issuance Costs
 
Offering costs related to the issuance of common and preferred stock are charged to additional paid-in capital when the stock is issued. Debt issuance costs related to long-term debt obligations are capitalized and amortized over the period the debt is outstanding.
 
J. Derivative Financial Instruments
 
The Company uses derivative financial instruments (principally interest rate swap and forward foreign currency contracts) to manage interest rate and currency risks. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not hold or issue derivative financial instruments for speculative purposes. All derivative financial instruments are recorded at fair value with changes in fair value during the reporting period, and amounts accrued under the agreements, included as unrealized gains or losses in the accompanying Statement of Operations. Cash settlements under the terms of the interest rate swap and forward foreign currency contracts and termination of such contracts are recorded as realized gains or losses in the accompanying Statement of Operations.
 
K. Indemnifications
 
Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company may enter into contracts that provide general indemnification to other parties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred, and may not occur. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
 
L. Recent Accounting Pronouncement
 
In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact of these amendments and does not believe they will have a material impact on the Company’s financial statements.
 
12        Tortoise North American Energy Corp.
 

 



Notes to Financial Statements (Unaudited)
(Continued)
 
 
3. Concentration of Risk
 
Under normal conditions, the Company will have at least 80 percent of its total assets in equity securities of companies in the energy sector with their primary operations in North America (“Energy Companies”). Energy Companies include companies that derive more than 50 percent of their revenues from transporting, processing, storing, distributing or marketing natural gas, natural gas liquids, electricity, coal, crude oil or refined petroleum products, or exploring, developing, managing or producing such commodities. The Company may invest up to 50 percent of its total assets in restricted securities. In determining application of these policies, the term “total assets” includes assets obtained through leverage. Companies that primarily invest in a particular sector may experience greater volatility than companies investing in a broad range of industry sectors. The Company may, for defensive purposes, temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the extent the Company uses this strategy, it may not achieve its investment objective.
 
4. Agreements
 
The Company has entered into an Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the “Adviser”). Under the terms of the agreement, the Company pays the Adviser a fee equal to an annual rate of 1.00 percent of the Company’s average monthly total assets (including any assets attributable to leverage) minus accrued liabilities (other than debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred stock, if any) (“Managed Assets”), in exchange for the investment advisory services provided. The Adviser has contractually agreed to waive fees in an amount equal to an annual rate of 0.10 percent of the Company’s average monthly Managed Assets for the period from January 1, 2009 through December 31, 2010 and to waive fees in an amount equal to an annual rate of 0.05 percent of the Company’s average monthly Managed Assets from January 1, 2011 through December 31, 2011.
 
U.S. Bancorp Fund Services, LLC serves as the Company’s administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.04 percent of the first $1,000,000,000 of the Company’s Managed Assets, 0.01 percent on the next $500,000,000 of Managed Assets and 0.005 percent on the balance of the Company’s Managed Assets.
 
Computershare Trust Company, N.A. serves as the Company’s transfer agent and registrar and Computershare Inc. serves as the Company’s dividend paying agent and agent for the automatic dividend reinvestment plan.
 
U.S. Bank, N.A. serves as custodian of the Company’s cash and investment securities. The Company pays the custodian a monthly fee computed at an annual rate of 0.004 percent of the Company’s portfolio assets, plus portfolio transaction fees.
 
5. Income Taxes
 
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company’s deferred tax assets and liabilities as of August 31, 2011, are as follows:
 
Deferred tax assets:          
     Net operating loss carryforwards   $ 5,196,137
     Capital loss carryforwards     6,917,108
     Organization costs     48,294
     State of Kansas credit     4,055
      12,165,594
Deferred tax liabilities:      
     Basis reduction of investment in MLPs     4,167,184
     Net unrealized gains on investment securities     24,660,018
      28,827,202
Total net deferred tax liability   $ 16,661,608
       
At August 31, 2011, a valuation allowance was not deemed necessary because the Company believes it is more likely than not that there is an ability to realize its deferred tax assets through future taxable income of the appropriate character. Any adjustments to such estimates will be made in the period such determination is made. The Company’s policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of August 31, 2011, the Company had no uncertain tax positions and no penalties and interest were accrued. Tax years subsequent to the year ending November 30, 2006 remain open to examination by federal and state tax authorities.
 
Total income tax expense differs from the amount computed by applying the federal statutory income tax rate of 34 percent to net investment loss and net realized gains and unrealized losses on investments for the period ended August 31, 2011, as follows:
 
Application of statutory income tax rate      $ 3,070,551
State income taxes, net of federal tax benefit   288,090
Foreign tax expense, net of federal tax benefit   10,978
Change in deferred tax liability due to change in overall tax rate   131,758
Total income tax expense $ 3,501,377
     
Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate. During the period, the Company re-evaluated its blended state income tax rate, increasing the overall rate from 36.88 percent to 37.19 percent due to anticipated state apportionment of income and gains.
 
For the period from December 1, 2010 through August 31, 2011, the components of income tax expense include current foreign tax expense (for which the federal tax benefit is reflected in deferred tax expense) of $17,479 and deferred federal and state income tax expense (net of federal tax benefit) of $3,185,064 and $298,834, respectively.
 
The Company acquired all of the net assets of Tortoise Gas and Oil Corporation (“TGO”) on September 14, 2009 in a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code. As of November 30, 2010, the Company had a net operating loss for federal income tax purposes of approximately $12,156,000. This includes a net operating loss of $7,935,000 from TGO. The net operating loss may be carried forward for 20 years. If not utilized, this net operating loss will expire as
 
2011 3rd Quarter Report       13
 

 



Notes to Financial Statements (Unaudited)
(Continued)
 

follows: $2,677,000, $5,258,000, $1,974,000, and $2,247,000 in the years ending November 30, 2027, 2028, 2029 and 2030, respectively. Utilization of the net operating loss from TGO is further subject to Section 382 limitations of the Internal Revenue Code, which limit tax attributes subsequent to ownership changes.
 
As of November 30, 2010, the Company had a capital loss carryforward of approximately $28,000,000 which may be carried forward for 5 years. This amount includes a capital loss of $4,000,000 from TGO. If not utilized, the capital loss will expire as follows: $3,000,000, $17,000,000, and $8,000,000 in the years ending November 30, 2012, 2013 and 2014, respectively. The amount of deferred tax asset for these items at August 31, 2011 also includes amounts for the period from December 1, 2010 through August 31, 2011. For corporations, capital losses can only be used to offset capital gains and cannot be used to offset ordinary income.
 
As of August 31, 2011, the aggregate cost of securities for federal income tax purposes was $121,320,108. The aggregate gross unrealized appreciation for all securities in which there was an excess of fair value over tax cost was $78,203,416, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $588,749 and the net unrealized appreciation was $77,614,667.
 
6. Fair Value of Financial Instruments
 
Various inputs are used in determining the value of the Company’s investments. These inputs are summarized in the three broad levels listed below:
 
  Level 1 —   quoted prices in active markets for identical investments
          
  Level 2 —   other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)
       
  Level 3 —   significant unobservable inputs (including the Company’s 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 following table provides the fair value measurements of applicable Company assets by level within the fair value hierarchy as of August 31, 2011. These assets are measured on a recurring basis.
 
    Fair Value at                  
Description       August 31, 2011       Level 1       Level 2       Level 3
Assets                        
Equity Securities:                        
       Common Stock (a)   $ 9,157,278   $ 9,157,278   $   $
       Master Limited Partnerships                        
              and Related Companies (a)     189,566,755     187,482,186     2,084,569    
Total Equity Securities     198,724,033     196,639,464     2,084,569    
Other:                        
       Short-Term Investment (b)     210,742     210,742        
Total Other     210,742     210,742        
Total Assets   $ 198,934,775   $ 196,850,206   $ 2,084,569   $
Liabilities                        
Interest Rate Swap Contracts   $ 101,322   $   $ 101,322   $
Total   $ 198,833,453   $ 196,850,206   $ 1,983,247   $
                         
(a)  All other industry classifications are identified in the Schedule of Investments.
(b)  Short-term investment is a sweep investment for cash balances in the Company at August 31, 2011.
 
Valuation Techniques
 
In general, and where applicable, the Company uses readily available market quotations based upon the last updated sales price from the principal market to determine fair value. This pricing methodology applies to the Company’s Level 1 investments.
 
An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the “1933 Act”), is subject to restrictions on resale that can affect the security’s fair value. If such a security is convertible into publicly-traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions and categorized as Level 2 in the fair value hierarchy. If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3 in the fair value hierarchy.
 
Interest rate swap contracts are valued by using industry-accepted models which discount the estimated future cash flows based on a forward rate curve and the stated terms of the interest rate swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available, which applies to the Company’s Level 2 liabilities.
 
The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels for the period from December 1, 2010 through August 31, 2011.
 
7. Restricted Security
 
Certain of the Company’s investments are restricted and are valued as determined in accordance with procedures established by the Board of Directors, as more fully described in Note 2. The table below shows the shares, acquisition date, acquisition cost, fair value, fair value per share and percent of net assets which the security comprises at August 31, 2011.
 
                    Fair   Fair
                    Value   Value as
    Number   Acquisition   Acquisition   Fair   Per   Percent of
Investment Security       of Shares       Date       Cost       Value       Share       Net Assets
Crestwood Midstream Partners LP                        
       Unregistered Class C Units   84,191   04/01/11   $2,000,009   $2,084,569   $24.76   1.4%

The carrying value per unit of unrestricted common units of Crestwood Midstream Partners LP was $30.37 on February 18, 2011, the date of the purchase agreement and the date an enforceable right to acquire the restricted Crestwood Midstream Partners LP units was obtained by the Company.
 
8. Investment Transactions
 
For the period from December 1, 2010 through August 31, 2011, the Company purchased (at cost) and sold securities (proceeds received) in the amount of $36,735,440 and $33,979,292 (excluding short-term debt securities), respectively.
 
9. Long-Term Debt Obligations
 
The Company had $15,000,000 aggregate principal amount of Series B private senior notes (the “Notes”) outstanding for the period from December 1, 2010 through the maturity date on June 17, 2011. Holders of the Notes received cash interest payments each quarter at a fixed annual rate of 5.56 percent.
 
14        Tortoise North American Energy Corp.
 

 



Notes to Financial Statements (Unaudited)
(Continued)
 

10. Credit Facility
 
On June 15, 2011, the Company entered into a 270-day rolling evergreen margin loan facility with Bank of America, N.A. The terms of the agreement provide for a $40,000,000 facility that is secured by certain of the Company’s assets. Outstanding balances generally will accrue interest at a variable rate equal to one-month LIBOR plus 0.85 percent and unused portions of the facility will accrue a fee equal to an annual rate of 0.25 percent.
 
The average principal balance and interest rate for the period during which the margin loan facility was utilized during the period from June 16, 2011 through August 31, 2011 was approximately $28,600,000 and 1.05 percent, respectively. At August 31, 2011, the principal balance outstanding was $26,100,000 at an interest rate of 1.07 percent.
 
Under the terms of the margin loan facility, the Company must maintain asset coverage required under the 1940 Act. If the Company fails to maintain the required coverage, it may be required to repay a portion of an outstanding balance until the coverage requirement has been met. At August 31, 2011, the Company was in compliance with the terms of the margin loan facility.
 
The Company had a $15,000,000 unsecured credit facility that expired on June 20, 2011. U.S. Bank, N.A. served as a lender and the lending syndicate agent on behalf of other lenders participating in the credit facility. Outstanding balances on the credit facility accrued interest at a variable annual rate equal to one-month LIBOR plus 1.25 percent and unused portions of the credit facility accrued a non-usage fee equal to an annual rate of 0.20 percent. The average principal balance and interest rate for the period during which the credit facility was utilized during the period from December 1, 2010 through June 20, 2011 was approximately $10,900,000 and 1.49 percent, respectively.
 
11. Interest Rate Swap Contracts
 
The Company has entered into interest rate swap contracts in an attempt to protect itself from increasing interest expense on its leverage resulting from increasing short-term interest rates. A decline in interest rates may result in a decline in the value of the swap contracts, which may result in a decline in the net assets of the Company. At the time the interest rate swap contracts reach their scheduled termination, there is a risk that the Company would not be able to obtain a replacement transaction, or that the terms of the replacement would not be as favorable as on the expiring transaction. In addition, if the Company is required to terminate any swap contract early due to the Company failing to maintain a required 300 percent asset coverage of the liquidation value of the outstanding debt, then the Company could be required to make a termination payment, in addition to redeeming all or some of the debt. Details of the interest rate swap contracts outstanding as of August 31, 2011, are as follows:
 
              Fixed Rate            
              Paid by   Floating Rate   Asset
    Maturity   Notional   the   Received by   (Liability)
Counterparty       Date       Amount       Company       the Company       Derivatives
The Bank of Nova Scotia   09/02/2014   $ 5,000,000   0.654 %   1-month U.S. Dollar LIBOR   $ (13,575 )
The Bank of Nova Scotia   09/02/2016     5,000,000   1.258 %   1-month U.S. Dollar LIBOR     (16,947 )
The Bank of Nova Scotia   09/02/2018     5,000,000   1.815 %   1-month U.S. Dollar LIBOR     (15,995 )
The Bank of Nova Scotia   09/02/2021     10,000,000   2.381 %   1-month U.S. Dollar LIBOR     (54,805 )
        $ 25,000,000             $ (101,322 )
                             
The Company is exposed to credit risk on the interest rate swap contracts if the counterparty should fail to perform under the terms of the interest rate swap contracts. The amount of credit risk is limited to the net appreciation of the interest rate swap contracts, if any, as no collateral is pledged by the counterparty. In addition, if the counterparty to the interest rate swap contracts defaults, the Company would incur a loss in the amount of the receivable and would not receive amounts due from the counterparty to offset the interest payments on the Company’s leverage.
 
The change in unrealized depreciation of interest rate swap contracts in the amount of $101,322 is included in the Statement of Operations for the period ended August 31, 2011. The Company entered into the above interest rate swap contracts on August 31, 2011. Prior to that date, the Company did not have any open swap agreements during the period ended August 31, 2011.
 
12. Common Stock
 
The Company has 100,000,000 shares of capital stock authorized and 6,295,750 shares outstanding at August 31, 2011 and November 30, 2010.
 
13. Subsequent Events
 
On September 1, 2011, the Company paid a distribution in the amount of $0.38 per common share, for a total of $2,392,385. Of this total, the dividend reinvestment amounted to $207,921.
 
The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
 
2011 3rd Quarter Report        15
 

 


Additional Information (Unaudited)

 
Director and Officer Compensation
 
The Company does not compensate any of its directors who are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period ended August 31, 2011, the aggregate compensation paid by the Company to the independent directors was $51,750. The Company did not pay any special compensation to any of its directors or officers.
 
Forward-Looking Statements
 
This report contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Company’s actual results are the performance of the portfolio of stocks held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which shares of the Company will trade in the public markets and other factors discussed in filings with the SEC.
 
Proxy Voting Policies
 
A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information regarding how the Company voted proxies relating to the portfolio of securities during the 12-month period ended June 30, 2011 is available to stockholders (i) without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (866) 362-9331 and on the Company’s Web site at www.tortoiseadvisors.com; and (ii) on the SEC’s Web site at www.sec.gov.
 
Form N-Q
 
The Company files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Company’s Form N-Q is available without charge upon request by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy the Company’s Form N-Q at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
 
The Company’s Form N-Qs are also available on the Company’s Web site at www.tortoiseadvisors.com.
 
Statement of Additional Information
 
The Statement of Additional Information (“SAI”) includes additional information about the Company’s directors and is available upon request without charge by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov.
 
Certifications
 
The Company’s Chief Executive Officer submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.
 
The Company has filed with the SEC, as an exhibit to its most recently filed Form N-CSR, the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
 
Privacy Policy
 
In order to conduct its business, the Company collects and maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of the Company’s securities. This information includes the stockholder’s address, tax identification or Social Security number, share balances, and dividend elections. We do not collect or maintain personal information about stockholders whose share balances of our securities are held in “street name” by a financial institution such as a bank or broker.
 
We do not disclose any nonpublic personal information about you, the Company’s other stockholders or the Company’s former stockholders to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law.
 
To protect your personal information internally, we restrict access to nonpublic personal information about the Company’s stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.
 
16        Tortoise North American Energy Corp.
 

 




Office of the Company and
of the Investment Adviser
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kan. 66211
(913) 981-1020
(913) 981-1021 (fax)
www.tortoiseadvisors.com
 
Managing Directors of
Tortoise Capital Advisors, L.L.C.
H. Kevin Birzer
Zachary A. Hamel
Kenneth P. Malvey
Terry Matlack
David J. Schulte
 
Board of Directors of
Tortoise North American Energy Corp.
 
H. Kevin Birzer, Chairman
Tortoise Capital Advisors, L.L.C.
 
Conrad S. Ciccotello
Independent
 
John R. Graham
Independent
 
Charles E. Heath
Independent
ADMINISTRATOR
U.S. Bancorp Fund Services, LLC
615 East Michigan St.
Milwaukee, Wis. 53202
 
CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wis. 53212
 
TRANSFER, DIVIDEND DISBURSING
AND REINVESTMENT AGENT
Computershare Trust Company, N.A. / Computershare Inc.
P.O. Box 43078
Providence, R.I. 02940-3078
(800) 426-5523
www.computershare.com
 
LEGAL COUNSEL
Husch Blackwell LLP
4801 Main St.
Kansas City, Mo. 64112
 
INVESTOR RELATIONS
(866) 362-9331
info@tortoiseadvisors.com
 
STOCK SYMBOL
Listed NYSE Symbol: TYN
 
This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of fund shares. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell.

Tortoise Capital Advisors’ Public Investment Companies
        Total Assets  
  Ticker/ Primary Target   Investor   as of 9/30/11  
Name   Inception Date   Investments   Suitability   ($ in millions)  
 Tortoise North American   TYN U.S. Energy Infrastructure Retirement Accounts   $193
Energy Corp.   Oct. 2005   Pension Plans  
      Taxable Accounts  
         
Tortoise Energy   TYG U.S. Energy Infrastructure Retirement Accounts $1,439
Infrastructure Corp.   Feb. 2004   Pension Plans  
      Taxable Accounts  
 
Tortoise Energy   TYY U.S. Energy Infrastructure Retirement Accounts   $746
Capital Corp.   May 2005   Pension Plans  
      Taxable Accounts  
         
Tortoise Power and   TPZ U.S. Power and Energy Investment Retirement Accounts   $199
Energy Infrastructure   July 2009 Grade Debt and Dividend-Paying Pension Plans  
Fund, Inc.     Equity Securities Taxable Accounts  
  
 Tortoise MLP Fund, Inc.   NTG U.S. Energy Infrastructure Retirement Accounts $1,466
  July 2010 Natural Gas Energy Pension Plans  
    Infrastructure Emphasis Taxable Accounts  
         
Tortoise Capital   TTO U.S. Energy Infrastructure Retirement Accounts   $104
Resources Corp.   Dec. 2005 Private and Micro Cap Pension Plans    (as of 8/31/11) 
  (Feb. 2007 – IPO)
 
  Public Companies
 
  Taxable Accounts
 
 


 

 


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